SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:
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Rule 14a-6(e)(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

FIRST COMMERCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[ ] Fee paid previously with preliminary materials.

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Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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FIRST COMMERCIAL CORPORATION
400 West Capitol Avenue
Little Rock, Arkansas 72201

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
April 15, 1997
------------------------

To the Shareholders of First Commercial Corporation:

Notice is hereby given that the annual meeting of shareholders of First
Commercial Corporation ("Company") will be held at the DoubleTree Hotel,
Grand Ballroom, 424 West Markham Street, Little Rock, Arkansas, on Tuesday,
April 15, 1997, at 3:00 p.m. local time for the following purposes:

1. To elect six (6) Directors.

2. To consider and act upon a proposal to approve and ratify the
adoption of the 1997 Incentive Stock Plan.

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record on February 20, 1997, will be entitled to
vote at the meeting or any adjournment thereof.

The Company's Proxy Statement and 1996 Annual Report to Shareholders are
enclosed.

Shareholders are cordially invited to attend the meeting in person.
Management requests that you sign and return the enclosed proxy card as
promptly as possible, regardless of whether or not you plan to be present in
person. A postage paid envelope is enclosed for your convenience in
returning your proxy.

By Order of the Board of Directors,

/s/ Donna Rogers

Donna B. Rogers, Secretary
Little Rock, Arkansas
March 17, 1997

YOUR VOTE IS IMPORTANT

YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING
THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. YOU MAY REVOKE YOUR PROXY AT
ANY TIME BEFORE IT IS VOTED AT THE MEETING BY WRITTEN NOTICE TO THE SECRETARY
OF THE BOARD OF DIRECTORS OR BY ATTENDING THE MEETING AND VOTING IN PERSON.

FIRST COMMERCIAL CORPORATION
400 West Capitol Avenue
Little Rock, Arkansas 72201
----------------------------
PROXY STATEMENT
ANNUAL SHAREHOLDERS MEETING
April 15, 1997
----------------------------
Approximate date proxy material first sent to shareholders:
March 17, 1997

SOLICITATION OF PROXIES

This Proxy Statement is furnished to the shareholders of First Commercial
Corporation ("Company") in connection with solicitation of proxies for the
purposes stated herein by the Company's Board of Directors for use at the
annual meeting of shareholders ("Annual Meeting") to be held at the
DoubleTree Hotel, Grand Ballroom, 424 West Markham Street, Little Rock,
Arkansas, on April 15, 1997, at 3:00 p.m. local time, or any adjournment
thereof. Such solicitation is being made by mail and may also be made in
person or by telephone or telegraph by officers, directors or employees of
the Company. All expenses incurred in such solicitation will be paid by the
Company. The shares represented by proxy will be voted in accordance with
the directions therein, unless the proxy is received in such form or at such
time as to render it ineligible to be voted or unless properly revoked. If
no directions are given in the proxy, it will be voted "FOR" all of the
proposals identified in the proxy and discussed herein. If other matters of
business properly come before the Annual Meeting, the persons named in the
proxy will vote in accordance with their best judgment on such matters.

REVOCATION OF PROXY

The Company encourages the personal attendance of shareholders at the
Annual Meeting, and the giving of the proxy does not preclude the right to
vote in person should the person giving the proxy so desire. The person
giving the proxy has the power to revoke the same by so informing, in
writing, the Secretary of the Board of Directors of the Company at any time
prior to its use or by attending the meeting and voting in person.

The proxy shall not confer the authority to vote at any meeting of
shareholders other than the Annual Meeting or any adjournment thereof.

OUTSTANDING SHARES; VOTING RIGHTS; VOTE REQUIRED FOR APPROVALS

At the close of business on February 20, 1997, the record date for the
meeting, the Company had outstanding 30,177,849 shares of $3.00 par value per
share common stock, each of which is entitled to one vote on all matters to
be presented at the Annual Meeting. Each nominee for Director, to be
elected, must receive a plurality of the votes cast for that position.
Cumulative voting for directors is not permitted. Approval and ratification
of the Board of Directors' adoption of the 1997 Incentive Stock Plan requires
the affirmative vote of a majority of the votes cast on the proposal at the
Annual Meeting. Abstentions will not be counted as votes cast, but will be
counted as present at the meeting for the purpose of calculating whether a
quorum exists. If shares are held by a broker which has indicated that it
does not have discretionary authority to vote on a particular matter, those
shares will not be considered as present and entitled to vote with respect to
that matter but will count toward the existence of a quorum.

PRINCIPAL HOLDERS OF SHARES

Listed in the following table are those shareholders, as of February 20,
1997, who owned beneficially more than 5% of the Company's common stock and
the number of shares owned by the named executive officers in the Summary
Compensation Table and by all Directors and Executive Officers as a group:

Percentage of
Name and Address of Amount of Common Stock
Beneficial Owner Beneficial Ownership Outstanding
----------------------------------------- -------------------- -------------

Charles H. Murphy...................... 1,796,193 5.95%
Union Building, Suite 400
El Dorado, Arkansas

Barnett Grace ......................... 431,928 <F1> 1.43%

Jack Fleischauer, Jr. ................. 12,897 <F2> .04%

Edwin P. Henry ........................ 122,973 <F3> .41%

Neil S. West .......................... 17,387 <F4> .06%

Howard M. Qualls ...................... 37,152 <F5> .12%

All Directors and Executive Officers
as a Group ........................... 5,609,210 <F6> 18.44%
- ----------

<FN>
<F1> For information with regard to form of ownership, see the footnotes to the table that appears in
"Election of Directors."

<F2> Includes an interest in 910 shares under the Company's payroll based stock ownership plan and employee
stock ownership plan and includes exercisable options for 11,863 shares granted under the 1987
Incentive and Nonqualified Stock Option Plan.

<F3> Includes an interest in 27,492 shares under the Company's payroll based stock ownership plan and
employee stock ownership plan and includes exercisable options for 82,093 shares granted under the 1987
Incentive and Nonqualified Stock Option Plan.

<F4> Includes an interest in 1,589 shares under the Company's payroll based stock ownership plan and
employee stock ownership plan and includes exercisable options for 15,384 shares granted under the 1987
Incentive and Nonqualified Stock Option Plan.

<F5> Includes an interest in 2,185 shares under the Company's payroll based stock ownership plan and
employee stock ownership plan and includes exercisable options for 1,262 shares granted under the 1987
Incentive and Nonqualified Stock Option Plan.

<F6> Includes interests in 96,526 shares under the Company's payroll based stock ownership plan and employee
stock ownership plan and includes exercisable options for 236,703 shares granted under the 1987
Incentive and Nonqualified Stock Option Plan.
</FN>

ELECTION OF DIRECTORS

Six (6) persons have been nominated for election as directors at the
Annual Meeting to serve for a term of three years, with the exception of
Directors Bowen and Cupp, who have been nominated for a term of one year.
Such persons and the eight (8) directors whose terms have not expired will
serve as the full Board of Directors of the Company. Should any of the
nominees listed below become unavailable for election for any reason,
presently unknown, the persons named in the enclosed proxy will vote for the
election of such other person or persons as management may recommend. For
information regarding the composition of the Company affiliate banks' Boards
of Directors, see the listing in the Company's Annual Report to Shareholders
accompanying this Proxy Statement.

The following table presents for each nominee for directorship and each
director whose term will continue after the election his or her principal
occupation, the number of shares of common stock of the Company beneficially
owned at February 20, 1997, and certain other information.

Percentage
Common Stock of Common
Name and Principal Occupation Director Beneficially Stock
or Employment<F1> Age Since Owned<F2> Outstanding
------------------------------------- ----- -------- ----------------- -----------

(D) John W. Allison
President and Chief Executive
Officer, Spirit Homes, Inc. 50 1985 738,018<F4> 2.45%

(B) William H. Bowen
Retired Chairman of the Company;
Dean, University of Arkansas at
Little Rock School of Law 73 1971 659,904<F3><F6> 2.19%

(A) Peggy Clark
Manager/Partial Owner,
Clark Timberlands 47 1994 1,483 .01%

(A) Robert G. Cress
Chairman and Chief Executive Officer,
J.A. Riggs Tractor Company 64 1985 27,722 .09%

(B) Cecil W. Cupp, Jr.
Retired Chairman,
Arkansas Bank & Trust Company 72 1990 744,603<F7> 2.46%

(D) Barnett Grace
Chairman, President and Chief Executive
Officer of the Company 52 1981 431,928<F3><F8> 1.43%

(A) Walter E. Hussman, Jr.
Publisher,
Arkansas Democrat-Gazette 50 1994 2,089<F9> .01%
-------------------------

(D) Jack G. Justus
Executive Vice President,
Arkansas Farm Bureau Federation 65 1984 7,512<F11> .03%

(D) Michael W. Murphy
President,
Marmik Oil Company 49 1985 9,290<F12> .03%

(A) Sam C. Sowell
Chairman,
Harvey Press, Inc. 63 1976 27,185<F13> .09%

(C) Paul D. Tilley
President and Chief Executive Officer,
Highland Resources, Inc. 55 1989 130,042<F14> .43%
- ---------------

(A) Nominee for election at this year's Annual Meeting for a three year term.

(B) Nominee for election at this year's Annual Meeting for a one year term.

(D) Term expires at Annual Meeting in 1999.
<FN>
<F1> All persons have been engaged in the occupation identified in the foregoing table for at least five years
with the exception of William H. Bowen and Cecil W. Cupp, Jr. Mr. Bowen's retirement was effective
December 31, 1990, and his employment with the University of Arkansas at Little Rock School of Law began
in July 1995. Mr. Bowen also served as president and chief executive officer to Healthsource Arkansas
Ventures, Inc., from September 1993 to December 1995. Mr. Cupp's retirement was effective December 31,
1994.

<F2> All shares listed are owned of record, except as described in notes (3) through (14).

<F3> Includes interests in the Company's common stock under the Company's payroll based stock ownership plan
and employee stock ownership plan as of December 31, 1995, which interests include sole voting power
with respect to the shares, as follows: Mr. Bowen (28,793) and Mr. Grace (29,373).

<F4> John W. Allison owned of record 608,073 shares; 16,638 shares were owned by his wife; 15,873 shares,
for which Mr. Allison and his wife have custodial power, were owned by Mr. Allison's children and
grandchildren; 97,434 shares were owned by Capital Buyers, Inc., of which Mr. Allison is president.

<F5> Truman Arnold owned of record 552,867 shares; 85,706 shares, of which Mr. Arnold has the right to
direct the voting, were owned by a trust; 231,000 shares were owned by Truman Arnold Companies, Inc.,
of which Mr. Arnold is chairman and chief executive officer; 40,853 shares, of which Mr. Arnold has the
right to direct the voting, were owned by Truman Arnold Companies, Inc., Retirement Trust.

<F6> William H. Bowen owned of record 544,398 shares; 86,713 shares were owned by his wife.

<F7> Cecil W. Cupp, Jr.'s ownership includes 741,513 shares which were owned by a trust for which Mr. Cupp is
trustee with the right to vote such shares; 3,090 shares were owned by a trust for which his wife is
trustee with the right to vote such shares.

<F8> Barnett Grace owned of record 205,047 shares; 1,810 shares were owned by his wife; 2,388 shares, for
which Mr. Grace has custodial power, were owned by Mr. Grace's children; 92,208 shares were owned by
various trusts for which Mr. Grace is trustee with the right to vote such shares. Includes exercisable
options granted under the 1987 Incentive and Nonqualified Stock Option Plan of 101,102.

<F9> Walter E. Hussman, Jr., owned of record 1,510 shares; 579 shares were owned by various trusts for which
Mr. Hussman is trustee with the right to vote such shares.

<F10>Frederick E. Joyce, M.D., owned of record 221,526 shares; 7,260 shares, of which Dr. Joyce has the right
to direct the voting, were owned by a retirement trust.

<F11>Jack G. Justus owned 7,512 shares jointly with his wife.

<F12>Michael W. Murphy owned of record 1,529 shares; 2,275 shares were owned by his wife; 5,486 shares were
owned by trusts for which Mr. Murphy is trustee with the right to vote such shares.

<F13>Sam C. Sowell owned of record 10,937 shares; 16,248 shares were owned jointly with his wife.

<F14>Paul D. Tilley owned of record 3,144 shares; 126,898 shares were owned by Highland Resources, Inc., of
which Mr. Tilley is president and chief executive officer.
</FN>

The following directors occupy directorships in other registered
companies as indicated:

William H. Bowen TCBY Enterprises, Inc.

Frank D. Hickingbotham TCBY Enterprises, Inc.

Frederick E. Joyce, M.D. Southwestern Electric Power Company

Michael W. Murphy Murphy Oil Corporation

OTHER INFORMATION

The Board of Directors of the Company held twelve meetings during 1996.
The Board of Directors has Audit and Compensation committees. The Board of
Directors does not have a standing nominating committee.

The Audit Committee, which met four times during 1996, presently consists
of Directors Clark, Cress, Joyce and Lemley. The functions of the Audit
Committee are (a) to review and approve the adequacy of the Company's
internal audit plan, internal audit staff and audit budget; (b) to evaluate
the Company's internal control structure and risk management program; (c) to
recommend annually to the Board of Directors the appointment of independent
auditors at determined fees and to approve the scope of the prospective
annual audit; (d) to review the Company's financial reporting process and
significant accounting policies; and (e) to review the results of various
examinations of the Company and its affiliates and management's response
thereto.

The Compensation Committee, which met five times during 1996, presently
consists of Directors Allison, Arnold, Cress, Sowell and Tilley. The
function of the Compensation Committee is to establish and review the
compensation and benefits of certain officers of the Company.

All of the incumbent members of the Board of Directors attended at least
75% of the aggregate number of meetings of the Board and of the Committees on
which they served during the last fiscal year, with the exceptions of
Directors Hickingbotham, Hussman and Murphy.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION AS DIRECTORS OF THE SIX PERSONS IDENTIFIED ABOVE AS NOMINEES FOR
ELECTION AT THIS YEAR'S ANNUAL MEETING.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Cash and Other Compensation

The following table sets forth the annual and long-term compensation for
the Company's Chief Executive Officer and the four highest-paid executive
officers during the Company's previous three fiscal years:

SUMMARY COMPENSATION TABLE
Long-term Compensation
------------------------
Annual Compensation Awards
--------------------------------- ------------------------
Other Annual Restricted Securities All Other
Compensation Stock Underlying Compensation
Name and Principal Position Year Salary($) Bonus($) ($)<F1> Awards(s)($) Options(#) ($)<F2>
----------------------------- ---- --------- -------- ------------ ------------ ---------- ------------

Barnett Grace 1996 382,736 229,028 -- -- 10,000 15,666
Chairman, President and 1995 363,216 210,549 -- -- 25,279<F3> 11,341
Chief Executive Officer of 1994 357,782 164,270 -- -- -- 6,032
the Company

Jack Fleischauer, Jr.<F4> 1996 230,736 117,900 -- -- 7,000 5,966
Chairman, President and 1995 220,801 107,768 -- -- 14,483<F3> 1,980
Chief Executive Officer, 1994 129,400 91,558 -- -- 22,414<F3> 870
First Commercial Bank, N.A.,
Little Rock, Arkansas

Edwin P. Henry 1996 215,211 111,720 -- -- 3,000 10,323
Executive Vice President 1995 203,316 90,291 -- -- 13,463<F3> 7,501
of the Company 1994 182,333 79,235 -- -- -- 5,205

Neil S. West 1996 211,925 97,674 -- -- 5,000 9,154
Executive Officer of the 1995 199,500 69,564 -- -- 19,080<F3> 6,504
Company; Chairman and Chief 1994 182,333 52,752 -- -- -- 3,128
Executive Officer, Tyler
Bank and Trust Company, N.A.,
Tyler, Texas

Howard M. Qualls 1996 186,888 50,832 -- -- 5,000 11,066
Chairman, President and 1995 N/A N/A N/A N/A N/A N/A
Chief Executive Officer, 1994 N/A N/A N/A N/A N/A N/A
State First National Bank,
Texarkana, Arkansas
- ---------------

<FN>
<F1> Amounts representing personal benefits are not included in this table. The Company has a policy of
providing country club memberships to some of its officers. The recipients of these items are selected
by the Company's executive management. The Company also provides a medical expense allowance to
certain executive officers. In the Company's estimation, the dollar amount of such items for the
personal benefit of each named officer does not exceed the lesser of $50,000 or ten percent (10%) of
the aggregate remuneration for any individual.

<F2> "All Other Compensation" for the year ended December 31, 1996, includes the following for Messrs.
Grace, Fleischauer, Henry, West and Qualls: (i) Company contributions to the 401(k) Retirement Savings
Plan of $3,950, $3,243, $3,950, $4,319 and $5,682 on behalf of each of the named executives,
respectively, (ii) Company contributions to the Non-Qualified Deferred Compensation Plan of $10,276,
$1,853, $4,123, $3,395 and $1,874 on behalf of each of the named executives, respectively, and (iii)
Company contributions to the Company's group life insurance policy of $1,440, $870, $2,250, $1,440 and
$3,510, respectively. There is no arrangement or understanding, formal or informal, whereby the named
executive officers have or will receive or be allocated an interest in any cash surrender value under
the Company's insurance policy.

<F3> Reflects a five percent stock dividend paid November 15, 1996, a seven percent stock dividend paid
January 2, 1996, and a five percent stock dividend paid January 3, 1995.

<F4> Jack Fleischauer, Jr., was employed with the Company as president and chief executive officer of First
Commercial Bank, N.A., in May 1994.
</FN>

Options Granted and Options Exercised in the Last Fiscal Year

The following table sets forth certain information concerning options
granted during 1996 to the named executive officers:

OPTION GRANTS IN 1996

Individual Grants
------------------------------------------------------------------------------------
Number of % of Total
Securities Options Grant Date Present Value
Underlying Granted to Exercise or as Calculated per the
Options Employees in Base Price Black-Scholes Option
Name Granted(#)<F1> Fiscal Year ($/Share) Expiration Date Pricing Model($)<F2>
-------------------- -------------- -------------- ----------- ----------------- ------------------------

Barnett Grace....... 10,000 7.6 37.25 December 17, 2006 91,300

Jack Fleischauer, Jr. 7,000 5.3 37.25 December 17, 2006 63,910

Edwin P. Henry...... 3,000 2.3 37.25 December 17, 2006 27,390

Neil S. West........ 5,000 3.8 37.25 December 17, 2006 45,650

Howard M. Qualls.... 5,000 3.8 37.25 December 17, 2006 45,650
- ----------

<FN>
<F1> Options become exercisable with respect to 20% of the shares covered thereby on the anniversary of the
grant date in 1997, 1998, 1999, 2000 and 2001. If the Company is acquired by another company, any
unexercisable portion of the options will become immediately exercisable.

<F2> Based on the Black-Scholes option pricing model as adjusted for the payment of dividends. Valuations
under the model depend on such factors as the volatility of a security's return, the level of interest
rates, the relationship of the underlying stock's price to the strike price of the option, current
dividends and the time remaining until the option expires. Valuations under the same model could
change if different assumptions as to factors such as volatility and interest rates were made. Option
values are dependent on the future performance of the common stock and overall stock market conditions.
There can be no assurance that the values reflected in this table will be realized. The specific
variables used for the Black-Scholes valuation in the above table are as follows: annual volatility of
the Company's rate of return on stock of .18; risk-free interest rate of 6.3%; annual dividend yield as
of date of option grant of 2.7%; and time to exercise of ten years. The option's exercise price equals
100% of the fair market value of the Company's stock on the date of the grant.
</FN>

The following table summarizes options exercised during 1996 and presents
the value of unexercised options held by the named executive officers at
December 31, 1996:

OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES

Value Realized Number of Securities Value of Unexercised
(Market price Underlying Unexercised in-the-Money
Shares at exercise Options at 12/31/96(#) Options at 12/31/96($)<F1>
Acquired on less exercise --------------------------- ---------------------------
Name Exercise(#) price)($) Exercisable Unexercisable Exercisable Unexercisable
------------------- ----------- -------------- ------------- ------------- ------------- -------------

Barnett Grace...... 986 28,811 101,102 44,720 2,674,844 476,066

Jack Fleischauer, Jr. -- -- 11,863 32,034 201,983 375,818

Edwin P. Henry..... -- -- 82,093 18,310 2,322,665 197,543

Neil S. West....... -- -- 15,384 25,165 252,917 229,842

Howard M. Qualls... -- -- 1,262 10,041 14,221 55,580
- ----------

<FN>
<F1> Amounts represent the excess of the market value over the exercise price for all exercisable shares and
all unexercisable shares at December 31, 1996.
</FN>

Pension Plan

The following table sets forth the annual life annuity payable under the
Company's qualified pension plans to participating employees in the specified
remuneration and years of service classification:

ESTIMATED ANNUAL BENEFITS

Final 5 Year Years of Service at Retirement
Average Annual --------------------------------------------------------------
Compensation 15 20 25 30 35
----------------- ---------- ---------- ---------- ---------- ----------

$100,000 $25,507 $34,010 $42,512 $42,512 $42,512
150,000 40,507 54,010 67,512 67,512 67,512
200,000<F1> 40,507 54,010 67,512 67,512 67,512
300,000<F1> 40,507 54,010 67,512 67,512 67,512
400,000<F1> 40,507 54,010 67,512 67,512 67,512
500,000<F1> 40,507 54,010 67,512 67,512 67,512
600,000<F1> 40,507 54,010 67,512 67,512 67,512
- ----------
<FN>
<F1> As required by Section 415 of the Internal Revenue Code, the qualified pension plans' payments may not
provide annual benefits exceeding a maximum amount, currently $120,000. Pursuant to Section 401(a)(17)
of the Internal Revenue Code, annual compensation in excess of $150,000, for fiscal year 1996, cannot
be taken into account in determining qualified pension plan benefits.
</FN>

Covered compensation comprises basic compensation and bonuses or
incentive compensation up to 20% of basic compensation, paid to all plans'
participants. The final average compensation is based on the highest five
consecutive years out of the final ten years of employment. Benefits
commence at age 70 1/2 or at retirement, if earlier, and continue for the
lifetime of the participant. The pension benefits are on the basis of a life
only annuity and are reduced for Social Security, but are not reduced by
other benefits received by the participants.

The maximum benefit under the qualified pension plans is limited by
Sections 415 and 401(a)(17) of the Internal Revenue Code; however, the
Company has adopted a Supplemental Executive Retirement Plan for Barnett
Grace. Under this plan, Mr. Grace would receive an amount equal to the
benefit payable under the Pension Plan, without regard to such limitations,
less the amount actually payable under the qualified pension plan. This
amount is further multiplied by a fraction, the numerator of which is the
number of years of service from January 1, 1995, and the denominator of which
is 15, unless Mr. Grace terminates employment within a period 45 days prior
to or 24 months after a change in control of the Company, in which case the
multiplier will not apply. The estimated annual benefit payable for life at
age 65, which has accrued as of the date of this proxy, is $7,497. However,
if the fractional reduction does not apply, the annual benefit payable for
life at age 65 is $56,229.

The estimated years of credited service at December 31, 1996, for each of
the named executive officers is as follows: Barnett Grace, 25; Jack
Fleischauer, Jr., 3; Edwin P. Henry, 35; Neil S. West, 4; and Howard M.
Qualls, 16.

Employment Contracts, Termination of Employment and Change-in-Control
Arrangements

The Company has entered into change-in-control agreements with Messrs.
Grace, Fleischauer, Henry, West and Qualls. Pursuant to the terms of such
agreements, if any of these officers following a "change in control" of the
Company is terminated by the Company (prior to his normal retirement date)
within two years of the change in control without "cause," or if the officer
resigns for "good reason" within twelve months, then such officer is entitled
to receive certain cash payments from the Company. Payments shall be made
under the agreements which range up to three times the participant's current
base salary plus the average bonus for the past two years. Certain
agreements are "grossed up" to provide for any excise tax imposed by Section
4999 of the Internal Revenue Code and the continuation of benefits for up to
three years.

Remuneration of Directors

The members of the Board of Directors are paid a fee of $350 per month
for advice and assistance called for on a day-to-day basis as well as $500
per meeting for all regular and special meetings of the Board which they
attend. In addition, those members of the Board who serve on Board
committees are paid a fee of $400 for each meeting they attend and $175 for
each meeting via telephone conference in which they participate. Those
members of the Board who are also executive officers of the Company do not
receive any fees.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of the following directors: Allison,
Arnold, Cress, Sowell, and Tilley. There were no committee interlocks or
insider participation.

FIRST COMMERCIAL CORPORATION'S 1996 COMPENSATION
COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors of the Company
presents its report which documents the elements of the Company's executive
compensation programs and describes the basis on which 1996 compensation
determinations were made by the Committee with respect to the named executive
officers in the Proxy Statement.

COMPENSATION PHILOSOPHY

The following compensation guidelines have been adopted by the Committee
and represent the general principles that the Committee considers regarding
the remuneration of officers of the Company.

The compensation principles of the Company are:

- The Company should provide a compensation package that is competitive
given our relative size and performance within the banking industry. Our
pay posture should enable the Company to attract and retain key
executives.

- Our incentive programs should focus attention on the Company's annual and
long-term business objectives and strategy, and should focus executive
behavior on meeting those goals.

- Our pay programs should not provide incentives for our executives to take
undue risks in managing the enterprise, nor lead executives to expose the
Company and our customers to policies or practices that would undermine
the financial strength and reputation of our institution.

- Our pay program should provide incentive opportunities to improve overall
corporate performance relative to other financial institutions with which
we compete.

- The Company should provide stock-based, long-term incentive opportunities
to key executives so that executives experience a link between their
performance and the returns they generate on behalf of shareholders.

COMPENSATION PROGRAM COMPONENTS

The particular pay programs for executive officers currently in place at
the Company are described below. The Committee actively administers these
programs to ensure that they adhere to our compensation principles.

Base Salary

The Committee establishes base pay levels for executives according to
industry salary practices as reflected by published salary surveys. Base pay
levels are determined through comparisons with other financial institutions
of similar asset size to the Company with a return on assets of at least
1.00%. These comparisons are with companies contained in national, regional
and local salary surveys conducted by compensation consultants. These
surveys differ from the NASDAQ Financial Stocks Index which the Company uses
for the performance graph appearing herein. This index was selected because
it is broad-based and thus less subject to volatility on a year-to-year
basis. While median levels of compensation are used in survey comparisons,
experience within the Company and experience within the actual position are
taken into consideration when establishing appropriate salary levels. It is
generally the Committee's practice to move executives toward the midpoint of
their salary range once they have attained three to five years experience
within the position. Thus, executive salary increases are based on
competitive practices (i.e., industry survey research), corporate guidelines
(i.e., the Company's annual budget and salary administration process), and
individual performance (i.e., each executive's stated personal objectives
established on an annual basis in accordance with the Company's three year
strategic and annual operating plans).

Annual Incentive Compensation

All executive officers are eligible for and participate in incentive
compensation plans. The purpose of the plans is to encourage the achievement
of the Company's key financial and operational objectives and to directly
link total cash compensation to the performance of the Company and its
affiliates. In addition to a stated target award percentage for each
participant, there is a threshold level of performance before any incentive
pay can be generated from a plan. Basic components of the Corporate plan for
Messrs. Grace and Henry include growth (earnings per share), profitability
(return on average common stockholders' equity) and quality (accomplishment
of personal objectives of each executive officer), each weighted equally.
For 1996, the Company's Growth Factor target and the Profitability Factor
target were exceeded; and for the third factor, Quality, each executive's
accomplishment of personal objectives was reviewed and found to be
acceptable.

In their capacities as affiliate bank chief executive officers, Messrs.
Fleischauer, West and Qualls received their incentive compensation which was
determined by the performance of First Commercial Bank, N.A., Tyler Bank and
Trust, N.A., and State First National Bank, Texarkana, Arkansas,
respectively. Mr. West also received a portion of his incentive compensation
determined by the combined performance of all affiliate banks which report to
him. Basic components of the affiliate bank chief executive officer plan
include bank performance indicators (return on average assets, growth in pre-
tax, pre-provision for loan and lease losses income and loan portfolio
rating), the Company's earnings per share and an individual rating. The bank
performance is weighted 50%, with earnings per share and individual rating
weighted 25% each. For 1996, the bank performance targets and earnings per
share target were exceeded for each bank and the individual ratings were
reviewed and found to be acceptable.

Stock Option Program

In 1987, the Company adopted the 1987 Incentive and Nonqualified Stock
Option Plan. The purpose of the Plan is to retain employees with a high
degree of training, experience and ability, to attract highly qualified new
employees, to encourage a sense of ownership in the Company, and to stimulate
the active interest of participants in the development and financial success
of the Company. The Plan allows for the issuance of incentive stock options
and nonqualified stock options at no less than fair market value of the
Company's stock on the date the option is granted. Options granted under the
Plan vest in 20% cumulative installments after the first, second, third,
fourth and fifth anniversaries of the granting of the option. No executive
officer may receive in a single year more than 25% of the total number of
options granted in that year or receive over the life of the Plan more than
25% of the total number of options granted over the life of the Plan.

Prior to any grant, the Committee reviews the performance of the Company
as well as the authorized and outstanding options. The Company's Board of
Directors' policy is that five percent will be the maximum number of options
outstanding as a percent of total shares outstanding at any one time.

DISCUSSION OF 1996 COMPENSATION FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

The following is a description of the decisions made by the Committee
regarding compensation for Mr. Barnett Grace for 1996:

- Base salary was increased to $382,736 per annum in 1996. The Committee
regards Mr. Grace's pay as being appropriate considering his years of
experience in this position and competitive compared to financial
institutions of similar size to the Company. Mr. Grace's base
compensation is reviewed annually utilizing the process discussed under
the heading "Base Salary."

- The Compensation Committee has awarded Mr. Grace an annual bonus for 1996
in the amount of $229,028. The Company has exceeded target levels
established in the annual incentive plan, as described under the heading,
"Annual Incentive Compensation," in terms of earnings per share growth
and return on average common stockholders' equity. The Committee has
deemed the 14.5% growth in earnings per share and the 15.09% return on
average common stockholders' equity in comparison with Company target and
peer group performance to be of a sufficient magnitude to warrant this
payout under the Company's incentive plan.

SUMMARY

The Committee's compensation decisions for the chairman and other
executive officers in 1996 are consistent with the Company's performance, our
stated compensation guidelines, and the provisions of our compensation
programs. The Committee will continue to monitor and administer all
compensation programs for the Company.

The Compensation Committee

Sam C. Sowell, Chairperson
John W. Allison
Truman Arnold
Robert G. Cress
Paul D. Tilley

STOCK PERFORMANCE CHART

The following chart compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock during the
five fiscal years ended December 31, 1996, with the cumulative total returns
on the S&P SmallCap 600 Index and the NASDAQ Financial Stocks Index. The
comparison assumes $100 was invested on December 31, 1991, in the Company's
Common Stock and in each of the foregoing indices and assumes reinvestment of
dividends.

Comparison of First Commercial Corporation, S&P SmallCap 600 Index,
and NASDAQ Financial Stocks Index

[EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]

First Commercial S&P SmallCap 600 NASDAQ Financial
---------------- ---------------- ----------------

1991 $ 100.00 $ 100.00 $ 100.00
1992 109.44 121.04 143.02
1993 114.04 143.78 166.23
1994 120.82 136.92 166.62
1995 184.53 177.94 242.61
1996 237.20 215.88 311.07

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of the Company's common stock to file with the Securities and
Exchange Commission (the "Commission") initial reports of ownership and
reports of changes in ownership of Company stock.

Based upon a review of copies of such reports filed with the Commission
and written representations that no other reports were required to be filed,
it is the Company's belief that all Section 16(a) filing requirements
applicable to its directors, executive officers and greater than ten percent
beneficial owners were complied with during the year ended December 31, 1996.

An initial ownership report was filed late for each of Bill I.
Crutchfield and Douglas L. Jackson. Both individuals are current on their
Section 16(a) filings at the time of this mailing.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

The Company and its subsidiaries have had, and expect to have in the
future, banking transactions in the ordinary course of business with
executive officers of the Company, directors of the Company and principal
shareholders. Loans made to members of this group, including companies in
which they are principal owners (10% or more ownership interest) amounted to
approximately $24.7 million at the highest point in 1996, which represents
5.4% of the Company's average equity capital. Such transactions have been
made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. The loans do not include more than a normal risk of
collectibility and do not involve any unfavorable features.

PROPOSAL TO APPROVE THE 1997 INCENTIVE STOCK PLAN

General

In 1987 the Company's stockholders approved the 1987 Incentive and
Nonqualified Stock Option Plan. Under its terms, this plan expired on
February 17, 1997. On February 18, 1997, the Company's Board of Directors
adopted, subject to shareholder approval, the 1997 Incentive Stock Plan (the
"1997 Plan").

The purpose of the 1997 Plan is to promote the interests of the Company
and its shareholders through the attraction and retention of executive
officers and other key employees, to motivate such employees using
performance-related incentives linked to longer-range performance goals, and
to enable such employees to share in the long-term growth and success of the
Company.

The 1997 Plan permits the grant of nonqualified stock options, incentive
stock options (intended to qualify under Section 422A of the Internal Revenue
Code of 1986, as amended (the "Code")), stock appreciation rights, restricted
stock and restricted stock units, performance shares and performance units,
bonus stock, and any other stock unit awards as the committee administering
the 1997 Plan may determine under its sole and complete discretion at the
time of grant.

The 1997 Plan shall be administered and interpreted by a committee (the
"Committee") consisting of the members of the Compensation Committee of the
Company's Board of Directors. The Compensation Committee currently is
composed of individuals who are non-employee directors as defined in Rule
16b-3 of the Securities and Exchange Commission, and all of whom are outside
directors as defined in applicable Treasury Regulations. The Committee in
its sole and complete discretion shall determine those employees who shall be
eligible for participation under the 1997 Plan. Subject to certain
restrictions, the Committee has broad authority to determine the terms and
conditions upon which awards may be granted, including, among other things,
when they may be granted, their duration, and conditions for their exercise
and forfeiture.

Participants shall include officers and other key employees 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. The
maximum aggregate number of shares that may be issued pursuant to awards made
under the Plan shall not exceed 1,200,000 shares of the Company's common
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 in the Plan may receive an award which would cause
such participant to be issued more than twenty-five percent (25%) of the
total number of shares issued over the life of the 1997 Plan.

Stock Options

The Committee from time to time may grant stock 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, 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 the Committee
may deem to be warranted. The Committee shall determine 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. The option price per share for
any options granted under the 1997 Plan shall not be less than 100% of the
fair market value of a share of the Company's common stock on the date of
grant of the option.

The 1997 Plan provides that in the event of a "Change in Control," all
outstanding options that have not previously terminated, expired, lapsed or
forfeited shall become immediately vested and, if they are not yet
exercisable, shall become immediately exercisable. A Change in Control is
deemed to have occurred under the 1997 Plan if (i) any person becomes the
beneficial owner of twenty-five percent (25%) or more of the voting power of
the Company's then outstanding securities; (ii) the Company shall enter into
a merger, consolidation, share exchange, division or other reorganization or
transaction of the Company unless such transaction results in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent at least sixty percent (60%) of the combined voting power
immediately after such transaction of either (a) the Company's outstanding
securities, (b) the surviving entity's outstanding securities or (c) in the
case of a division, the outstanding securities of each entity resulting from
the division; (iii) the shareholders of the Company approve a plan of
liquidation or a sale of all or substantially all of the Company's assets; or
(iv) during any period of twenty-four (24) consecutive months,

individuals who at the beginning of such period constituted the Board cease
for any reason to constitute at least a majority of the Board.

The option price shall be payable to the Company in cash or by delivery
of already-owned shares of common stock of the Company, or by a combination
of the foregoing. Additionally, the Company may, but shall not be required
to, cooperate in cashless exercises of options whereby the participant
through the use of a brokerage firm makes payment to the Company of the
option price either from the proceeds of a loan obtained through the
brokerage firm or from the proceeds of the sale of stock issued pursuant to
the exercise of the option.

Stock Appreciation Rights

The Committee from time to time may grant freestanding stock appreciation
rights or stock appreciation rights in tandem with an option. A stock
appreciation right gives the grantee the right to receive an amount equal to
the excess of the fair market value of a share of the Company's common stock
as determined on the date of exercise over the fair market value of a share
on the date of grant of the stock appreciation right. The exercise price of
a stock appreciation right shall not be less than 100% of the fair market
value of the common stock on the date of grant. The Committee shall
determine whether the appreciation is paid in cash or stock, or a combination
thereof.

Restricted Stock and Restricted Stock Units

The Committee from time to time may grant shares of restricted stock and
restricted stock units to participants under the 1997 Plan. The Committee
shall determine the restrictions to be applied, the period of restriction,
and the number of shares of restricted stock granted. Conditions for removal
of the restrictions may include, but shall not be limited to, achievement of
business or financial goals of the Company such as absolute or relative
increases in total shareholder returns, revenues, sales, net income, or net
worth of the Company or any of its subsidiaries. Participants receiving
restricted stock and restricted stock unit awards are not required to pay the
Company for such awards other than the rendering of services and/or until
other considerations are satisfied as determined by the Committee in its sole
discretion. Participants to whom restricted stock is granted are entitled to
all other benefits of stockholders, including the receipt of dividends and
voting rights.

Performance-Based Awards

The Committee from time to time may issue performance awards in the form
of either performance units or performance shares to participants subject to
such performance goals and performance periods as the Committee shall
determine. Participants receiving performance awards are not required to pay
the Company for such awards other than the rendering of services. 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 such an award. The extent to which such performance goals are
met will determine the value of the performance unit or performance shares.
Such performance goals may be particular to a participant, may relate to the
performance of the Company or the subsidiary which employs the participant,
may be based on the performance of the Company generally, or a combination of
the foregoing. The performance goals may be absolute in

their terms or measured against or in relationship to other companies
comparably situated. 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.

Bonus Stock

The Committee from time to time may award shares of bonus stock to
participants under the 1997 Plan without cash consideration. Such awards may
or may not, in the discretion of the Committee, be subject to performance
criteria.

Performance-Based Compensation in General

Section 162(m) of the Code prevents public corporations from deducting as
a business expense that portion of compensation exceeding $1,000,000 paid to
a named executive officer (i.e., any individual named in the Summary
Compensation Table included in a proxy statement). This deduction limit does
not apply, however, to "performance-based compensation." Performance-based
compensation is compensation that is paid solely on account of the attainment
of one or more preestablished, objective performance goals. It is the
Company's intention with respect to awards made to named executive officers
under the 1997 Plan that such awards will be deemed to be performance-based
compensation.

Stock options and stock appreciation rights awarded under the 1997 Plan
will be performance-based compensation because the exercise price of such
awards may not be less than the fair market value of a share of Company
common stock on the date of grant. Any other awards made to named executive
officers under the 1997 Plan will be performance-based compensation because
such awards will be subject to the attainment of preestablished objective
performance goals including: (i) total stockholder return (stock price
appreciation plus dividends), (ii) net income, (iii) earnings per share, (iv)
return on sales, (v) return on equity, (vi) return on assets, (vii) increase
in the market price of the Company's common stock or other securities of the
Company, and (viii) the performance of the Company in any of the items
mentioned in clauses (i) through (vii) in comparison to the average
performance of companies combined into a Company-constructed peer group
established before the beginning of the performance period.

All performance measures for a relevant performance period shall be
established by the Committee in writing prior to the beginning of the
performance period or by such other later date as may be permitted under
Section 162(m) of the Code. Performance measures may be based on one or more
of the business criteria listed above. No performance measures shall allow
for any discretion by the Committee to increase any award, but discretion to
lower awards is permissible. The payment of any award under the 1997 Plan to
a named executive officer with respect to a relevant performance period shall
be contingent upon written certification by the Committee prior to any such
payment that the applicable performance measure relating to the award has
been satisfied. Failure of stockholders to approve the 1997 Plan shall
result in no awards being granted to named executive officers under the 1997
Plan.

Tax Information

As discussed above, some of the stock options issuable under the 1997
Plan are intended to constitute "incentive stock options" within the meaning

of Section 422A of the Code, while other stock options granted under the 1997
Plan will be "non-qualified stock options." Under currently applicable
provisions of the Code, an optionee will not be deemed to receive any income
for federal income tax purposes upon the grant of any option under the 1997
Plan, nor will the Company be entitled to a tax deduction at that time. Upon
the exercise of a nonqualified stock option, the optionee will be deemed to
have received ordinary income in an amount equal to the difference between
the exercise price and the market price of the shares on the exercise date.
The Company will be allowed an income tax deduction equal to the excess of
market value of the shares on the date of exercise over the cost of such
shares to the optionee. Upon the exercise of an incentive stock option,
there is no regular income tax recognized by the optionee at the time of
exercise, except if the exercise price is less than the stock's fair market
value at the time of exercise, the difference is a tax preference item for
minimum tax purposes. If the stock is held at least one (1) year following
the exercise date and at least two (2) years from the date of grant of the
option, the optionee will realize a capital gain or loss upon sale, measured
as the difference between the exercise price and the sale price. If both of
these holding period requirements are not satisfied, ordinary income tax
treatment will apply to the amount of gain at sale or exercise, whichever is
less. If the actual gain exceeds the amount of ordinary income, the excess
will be considered short-term or long-term capital gain depending on how long
the shares are actually held. No income tax deduction will be allowed by the
Company with respect to shares purchased by an optionee upon the exercise of
an incentive stock option, provided such shares are held for the required
periods as described above.

Upon the exercise of a stock appreciation right, the grantee recognizes
as taxable income an amount equal to any cash received plus an amount equal
to the fair market value of any stock received. The Company is entitled to a
deduction for federal tax purposes in an amount equal to the income
recognized by the grantee.

At the time restricted stock or bonus stock granted under the 1997 Plan
is either transferable or no longer subject to a substantial risk of
forfeiture, the grantee recognizes taxable income in an amount equal to the
then fair market value of the stock. However, the grantee may make an
election to be taxed as of the date the restricted stock or bonus stock is
granted, in which case the grantee recognizes taxable income in an amount
equal to the fair market value of the stock as of the grant date.

Other Matters

The 1997 Plan terminates February 17, 2007. 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, any
requirement under Section 16(b) of the Securities Exchange Act of 1934, or
any requirement for the performance-based compensation exception under
Section 162(m) of the Code.

Approval of the 1997 Plan requires the affirmative vote of a majority of
the votes cast on the proposal at the Annual Meeting. Abstentions will not
be counted as votes cast.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE 1997 INCENTIVE STOCK PLAN.

RELATIONSHIP WITH INDEPENDENT AUDITORS

The principal auditor for the Company is the independent certified public
accounting firm of Ernst & Young LLP. The Audit Committee recommended to the
Board of Directors the appointment of Ernst & Young LLP to examine the
Company's consolidated financial statements for the year ended December 31,
1996. The Company has been advised by Ernst & Young LLP that neither it nor
any of its partners or associates has any relationship with the Company other
than the usual relationships that exist between independent auditors and
clients. The Audit Committee will recommend to the Board of Directors the
principal auditors for the year ended December 31, 1997, at the Board's July
1997 meeting.

Representatives of Ernst & Young LLP will be present at the shareholders'
meeting, will have an opportunity to make a statement to the shareholders, if
desired, and will be available to respond to appropriate questions from
shareholders.

OTHER MATTERS

So far as is now known to the management of the Company, there is no
business other than that described above to be presented to the shareholders
for action at the Annual Meeting. Should any other matters properly come
before the Annual Meeting, the persons named in the attached Proxy will have
discretionary authority to vote all proxies in accordance with their
judgment.

FINANCIAL STATEMENTS

Financial statements of the Company appear in the Company's 1996 Annual
Report to Shareholders which is being delivered herewith.

SHAREHOLDER PROPOSALS

Shareholder proposals, if any, to be included in the Company's 1998 Proxy
Statement and presented at the Company's 1998 annual meeting of shareholders
must be received by the Company at its office in Little Rock, Arkansas,
addressed to the Secretary, not later than November 17, 1997.

By Order of the Board of Directors,

/s/ Donna Rogers

Donna B. Rogers, Secretary

Little Rock, Arkansas
March 17, 1997

APPENDIX A

PROXY CARD [FRONT]

FIRST COMMERCIAL CORPORATION
First Commercial Building
400 West Capitol Avenue
Little Rock, Arkansas 72201
Telephone No. (501) 371-7000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY

The undersigned hereby appoints Guy Amsler, Jr. and James H. Rice, Jr. as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of the
common stock of First Commercial Corporation, held of record by the
undersigned on February 20, 1997, at the annual meeting of shareholders to be
held on April 15, 1997, or any adjournment thereof.

A vote "FOR" the following proposals is recommended by the Board of
Directors.

1. ELECTION OF DIRECTORS

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all
nominees

(INSTRUCTION: To withhold authority to vote for an individual nominee,
strike a line through the nominee's name in the list below.)

Nominees:

WILLIAM H. BOWEN * PEGGY CLARK * ROBERT G. CRESS
CECIL W. CUPP, JR. * WALTER E. HUSSMAN, JR. * SAM C. SOWELL

2. To approve and ratify the adoption by the Board of Directors of the 1997
Incentive Stock Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

(Continued on other side)

PROXY CARD [BACK]

(Continued from other side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR PROPOSAL 1 AND 2.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

Dated , 1997
------------------------ ---------------------------------
Signature

---------------------------------
Signature if jointly held

PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.