EXHIBIT 10.1 OFFICE PURCHASE AND ASSUMPTION AGREEMENT BETWEEN THE FIRST NATIONAL BANK OF LAFAYETTE AND IBERIABANK DATED AS OF JUNE 4, 1998 TABLE OF CONTENTS

EXHIBIT 10.1

OFFICE PURCHASE AND ASSUMPTION AGREEMENT

BETWEEN

THE FIRST NATIONAL BANK OF LAFAYETTE

AND

IBERIABANK

DATED AS OF JUNE 4, 1998

TABLE OF CONTENTS

PAGE NO.

1. PURCHASE AND ASSUMPTION . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Purchase and Sale of Assets. . . . . . . . . . . . . . . . . . . . 1
1.02 Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . . 2
1.03 Acceptance and Assumption. . . . . . . . . . . . . . . . . . . . . 4
1.04 Payment of Funds . . . . . . . . . . . . . . . . . . . . . . . . . 7

2. CONDUCT OF THE PARTIES PRIOR TO CLOSING . . . . . . . . . . . . . . . . 11
2.01 Covenants of SELLER. . . . . . . . . . . . . . . . . . . . . . . . 11
2.02 Covenants of BUYER . . . . . . . . . . . . . . . . . . . . . . . . 17
2.03 Covenants of All Parties . . . . . . . . . . . . . . . . . . . . . 19

3. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . 19
3.01 Representations and Warranties of SELLER . . . . . . . . . . . . . 19
3.02 Representations and Warranties of BUYER. . . . . . . . . . . . . . 26

4. ACTIONS RESPECTING EMPLOYEES AND PENSIONS AND EMPLOYEE BENEFIT PLANS. . 27
4.01 Employment of Employees. . . . . . . . . . . . . . . . . . . . . . 27
4.02 Terms and Conditions of Employment . . . . . . . . . . . . . . . . 28
4.03 Compliance with Law. . . . . . . . . . . . . . . . . . . . . . . . 30
4.04 Actions to be Taken by SELLER. . . . . . . . . . . . . . . . . . . 30

5. CONDITIONS PRECEDENT TO CLOSING . . . . . . . . . . . . . . . . . . . . 32
5.01 Conditions to SELLER's Obligations . . . . . . . . . . . . . . . . 32
5.02 Conditions to BUYER's Obligations. . . . . . . . . . . . . . . . . 34
5.03 NonSatisfactions of Conditions Precedent . . . . . . . . . . . . . 36
5.04 Waivers of Conditions Precedent. . . . . . . . . . . . . . . . . . 36

6. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.01 Closing and Closing Date . . . . . . . . . . . . . . . . . . . . . 37
6.02 SELLER's Actions at Closing. . . . . . . . . . . . . . . . . . . . 37
6.03 BUYER's Actions at the Closing . . . . . . . . . . . . . . . . . . 39
6.04 Methods of Payment . . . . . . . . . . . . . . . . . . . . . . . . 40
6.05 Availability of Closing Documents. . . . . . . . . . . . . . . . . 41
6.06 Effectiveness of Closing . . . . . . . . . . . . . . . . . . . . . 41

7. CERTAIN TRANSITIONAL MATTERS. . . . . . . . . . . . . . . . . . . . . . 42
7.01 Transitional Action by BUYER . . . . . . . . . . . . . . . . . . . 42
7.02 Transitional Actions by SELLER . . . . . . . . . . . . . . . . . . 45
7.03 Overdrafts and Transitional Action . . . . . . . . . . . . . . . . 51
7.04 ATMs and Debit Cards . . . . . . . . . . . . . . . . . . . . . . . 51
7.05 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . 52
7.06 Effect of Transitional Action. . . . . . . . . . . . . . . . . . . 56

8. GENERAL COVENANTS AND INDEMNIFICATION . . . . . . . . . . . . . . . . . 56
8.01 Confidentiality Obligations of BUYER . . . . . . . . . . . . . . . 56
8.02 Confidentiality Obligations of SELLER. . . . . . . . . . . . . . . 57
8.03 Indemnification by SELLER. . . . . . . . . . . . . . . . . . . . . 57
8.04 Indemnification by BUYER . . . . . . . . . . . . . . . . . . . . . 58
8.05 Claims for Indemnity . . . . . . . . . . . . . . . . . . . . . . . 59
8.06 Solicitation of Customers by BUYER Prior to Closing. . . . . . . . 60
8.07 Solicitation of Customers by SELLER After the Closing. . . . . . . 61
8.08 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . 62
8.09 Operation of the Offices . . . . . . . . . . . . . . . . . . . . . 62
8.10 Information After Closing. . . . . . . . . . . . . . . . . . . . . 63
8.11 Individual Retirement Accounts . . . . . . . . . . . . . . . . . . 63
8.12 Nonsolicitation of Employees . . . . . . . . . . . . . . . . . . . 64

9. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
9.01 Termination by Mutual Agreement. . . . . . . . . . . . . . . . . . 65
9.02 Termination by SELLER. . . . . . . . . . . . . . . . . . . . . . . 65
9.03 Termination by BUYER . . . . . . . . . . . . . . . . . . . . . . . 66
9.04 Termination of Merger Agreement. . . . . . . . . . . . . . . . . . 67
9.05 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . 67

10. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 67
10.01 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
10.02 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 67
10.03 Termination of Representations and Warranties. . . . . . . . . . 68
10.04 Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.05 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
10.06 Parties in Interest: Assignment; Amendment . . . . . . . . . . . 70
10.07 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
10.08 Terminology. . . . . . . . . . . . . . . . . . . . . . . . . . . 71
10.09 Flexible Structure . . . . . . . . . . . . . . . . . . . . . . . 72
10.10 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . 73
10.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 73

10.12 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . 73
10.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 73
10.14 Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . 73
10.15 Good Faith Deposit . . . . . . . . . . . . . . . . . . . . . . . 74
10.16 Specific Performance . . . . . . . . . . . . . . . . . . . . . . 74
10.17 Consent of First Commerce Corporation. . . . . . . . . . . . . . 74

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

SCHEDULES:

Schedule A - Description of Owned Real Estate

Schedule B - Description of Leased Real Estate and Third Party Lease

Schedule C - Furniture, Fixtures and Equipment

Schedule D - Assumed Contracts

Schedule E - List of Leases, Safekeeping Items and Agreements

Schedule F - Form of Assignment and Assumption of Lease and Estoppel Certificate

Schedule G - Deposit Accounts

Schedule H - Office Loans

Schedule I - Form of Certification of BUYER

Schedule J - Form of Opinion of Counsel for BUYER

Schedule K - Form of Certification of SELLER

Schedule L - Form of Opinion of Counsel for SELLER

Schedule M - Form of Assignment of Office Loans, Notes,
Agreements and Pledge

Schedule N - Form of Instrument of Assumption

Schedule O - Form of Assignment, Transfer and Appointment of Successor
Custodian for IRAs

Schedule P - Form of Preliminary Closing Statement

Schedule Q - Form of Final Settlement Statement

Schedule R - Listing of Employees of Offices

Schedule S - Put Provisions for Office Loans

OFFICE PURCHASE AND ASSUMPTION AGREEMENT

This Office Purchase and Assumption Agreement ("Agreement") dated June 4,
1998, between IberiaBank ("BUYER") and The First National Bank of Lafayette
("SELLER").

WHEREAS, BUYER desires to purchase and assume from SELLER, and SELLER desires
to sell and assign to BUYER, certain assets and liabilities associated with
offices of SELLER as hereinafter described;

NOW, THEREFORE, BUYER and SELLER hereby agree as follows:

1. PURCHASE AND ASSUMPTION.

1.01 PURCHASE AND SALE OF ASSETS. At the Closing, as defined in Section
6.01 (the "Closing"), BUYER shall purchase and acquire, and SELLER
shall sell and assign, the real estate and other assets described in
Section 1.02 (collectively, the "Assets") all of which are used in
and/or relate to business conducted by SELLER at its branch offices
known as and located at the sites described in SCHEDULES A AND B,
pursuant to the terms and conditions set forth herein and subject to
exceptions, if any, set forth herein. The foregoing offices are
hereinafter sometimes collectively referred to as the "Offices" and
each, individually, sometimes as an "Office." The transactions
contemplated by this Agreement and the purchase of assets and
assumption of liabilities provided for herein is sometimes referred to
herein as the "Acquisition." Except as otherwise expressly provided
herein, the sale of the Assets is without warranty or guarantee,
express or implied, on an "as-is, where-is" basis, and without
recourse. Except as otherwise expressly provided herein, the Assets
are sold without any representation or warranty whatsoever by SELLER.

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1.02 TRANSFER OF ASSETS. Subject to the terms and conditions of this
Agreement, SELLER shall assign, transfer, convey and deliver to BUYER,
on and as of the Closing on the Closing Date, as defined in Section
6.01 hereof, the Assets, which shall include the following:

(a) OWNED REAL ESTATE. All of SELLER's right, title and interest in
and to the real estate described in SCHEDULE A on which an Office
is situated, together with all of SELLER's rights in and to all
improvements thereon; and all easements rights, privileges and
appurtenances associated therewith (the "Owned Real Estate").
Schedule A shall specifically identify the Owned Real Estate by
street address, legal description and/or tax parcel number; and
shall not be deemed to include any adjacent properties unless
clearly set forth in Schedule A at the time of execution of this
Agreement;

(b) LEASED REAL ESTATE. All of SELLER's right, title and interest in
and to the leasehold estate in the real estate described in
attached SCHEDULE B and created by certain lease agreement(s)
(individually and collectively the "Third Party Lease") relating
to the referenced Offices (the "Leased Real Estate"),
specifically identified by street address, legal description
and/or tax parcel numbers in SCHEDULE B;

(c) FURNITURE AND EQUIPMENT. All of SELLER's right, title and
interest in and to the furniture, fixtures and equipment located
at the Offices as of the Closing Date (the "Fixed Assets"), a
preliminary listing of which is contained in SCHEDULE C,
specifically excluding, among other items, signs and stands,
printed supplies and documents and other materials bearing any
SELLER or affiliate name and/or logo, proprietary software,
and any artwork. A final listing of specific items included in
the Fixed Assets will be provided to BUYER prior to the Closing.

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(d) SAFE DEPOSIT BUSINESS. All of SELLER's right, title and interest
in and to the safe deposit business (subject to the allocation of
safe deposit rental payments as provided in Section 1.03(c)(ii)
hereof) conducted at the Offices as of the close of business on
the Closing Date;

(e) CASH ON HAND. All cash on hand at the Offices as of the close of
business on the Closing Date including vault cash, ▇▇▇▇▇ cash,
ATM cash and tellers' cash;

(f) PREPAID EXPENSES. All prepaid expenses recorded or otherwise
reflected on the books of SELLER as being attributable to the
Offices as of the close of business on the day immediately
preceding the Closing Date, but only to the extent attributable
to the Assets sold, assigned or transferred to BUYER by SELLER
pursuant to this Agreement and only to the extent arising by
reason of BUYER's use or ownership of such Assets after the close
of business on the Closing Date;

(g) OFFICE LOANS. All of SELLER's right, title and interest in and
to all those loans which, as of the close of business on the
Closing Date, are (i) secured in whole or in part by Deposit
Accounts (as hereinafter defined) attributable or assigned to an
Office (the "Deposit Account Loans"), (ii) commercial or other
loans attributable to an Office (if any, the "Other Loans") or
(iii) automatically created as the result of an overdraft of a
Deposit Account pursuant to a pre-approved overdraft protection
program offered by SELLER (except for those overdraft protection
loans which are charged to credit card accounts not transferred
to the BUYER hereunder, the "Overdraft Loans"), BUYER shall not
assume any Office Loans which are more than sixty (60) days past
due for payment of principal or interest. The Deposit Account
Loans, Other Loans, and Overdraft Loans sold and assigned to
BUYER hereunder will be identified as of the Closing Date and
listed in SCHEDULE H (hereinafter referred

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to individually and collectively as the "Office Loans").
Transfer of the Office Loans will be subject to the terms and
conditions set forth in SCHEDULE S. Except as otherwise
expressly provided herein, the transfer of the Office Loans
will be made without recourse, without any representation,
warranty, or guarantee of any kind, express or implied, and
without any allowance or reserve for loan losses;

(h) RECORDS OF THE OFFICES. All records and documents related to the
Assets transferred or liabilities assumed by BUYER as may
exist and are available and maintained at the Offices (in
whatever form or medium then maintained by SELLER) including,
but not limited to, those relating to (i) the Deposit
Accounts and (ii) the promissory notes and documents and
instruments evidencing the Liens ( as defined in Schedule S)
relating to the Office Loans; and

(i) CONTRACTS OR AGREEMENTS. All of SELLER's right, title and
interest in and to the maintenance and service agreements
related to the Offices, as listed on SCHEDULE D (the "Assumed
Contracts"), provided the same are assignable without cost to
SELLER.

1.03 ACCEPTANCE AND ASSUMPTION. Subject to the terms and conditions of
this Agreement, on and as of the Closing on the Closing Date, BUYER
shall:

(a) ASSETS. Receive and accept all of the Assets assigned,
transferred, conveyed and delivered to BUYER by SELLER
pursuant to this Agreement, including those identified in
Section 1.02 above.

(b) DEPOSIT LIABILITIES. Assume and thereafter discharge, pay in
full and perform all of SELLER's obligations and duties
relating to the "Deposit Liabilities" (as hereinafter

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defined). The term "Deposit Liabilities" is defined herein
as all of SELLER's obligations, duties and liabilities of
every type and character relating to all deposit accounts
which, as reflected on the books of SELLER as of the close of
business on the Closing Date, are attributable to the
Offices, other than (i) ▇▇▇▇▇ accounts and (ii) deposit
accounts securing any loan of SELLER which is not an Office
Loan, for which BUYER assumes no liability. The deposit
accounts referred to in the immediately preceding sentence
(herein the "Deposit Accounts") include, without limitation,
statement savings, checking, Money Market, and NOW accounts,
Individual Retirement Accounts ("IRA's") and certificates of
deposit for which SELLER has not received, on or before the
Closing Date, the written advice from the account holder of
such account holder's objection or failure to accept BUYER as
successor custodian. The "obligations, duties and
liabilities" referred to in the immediately preceding
sentence include, without limitation, the obligation to pay
and otherwise process all Deposit Accounts in accordance with
applicable law and their respective contractual terms and the
duty to supply all applicable reporting forms for periods
following the Closing Date, and to be filed or reported after
the Closing Date including, without limitation, IRS Form 1099
reports relating to the Deposit Accounts relating to interest
accrued after the Closing Date. With regard to each ▇▇▇
included within the Deposit Accounts, BUYER shall also assume
the appropriate plan pertaining thereto and the trustee or
custodial arrangement in connection therewith.

(c) LIABILITIES UNDER LEASES/SAFE DEPOSIT BUSINESS. Assume and
thereafter fully and timely perform and discharge, in
accordance with their respective terms, all of the
liabilities and obligations of SELLER arising after the
Closing Date with respect to:

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(i) all leases listed on SCHEDULES B AND E (including safe
deposit leases if any) and sold, assigned or transferred
to BUYER by SELLER pursuant to this Agreement;

(ii) the safe deposit business of the Offices including, but
not limited to, the maintenance of all necessary
facilities for the use of safe deposit boxes by the
renters thereof during the periods for which such
persons have paid rent therefor in advance to SELLER,
subject to the agreed allocation of such rents, which
allocation shall be satisfied in full by SELLER paying
to BUYER, in the manner specified in Section 6.04
hereof, the amount of rental payment received by SELLER
for each such safe deposit box attributable to and
prorated to reflect the period from and after the
Closing Date, subject to the provisions of the
applicable leases or other agreements relating to the
safe deposit boxes; and

(iii) all safekeeping items and agreements listed on SCHEDULE E
and delivered to BUYER by SELLER pursuant to this
Agreement, including, but not limited to, all applicable
safekeeping agreements, memoranda, or receipts so
delivered to BUYER by SELLER hereunder.

(d) OTHER LIABILITIES. Fully and timely perform and discharge, as
the same may be or become due, the Assumed Contracts, the Third
Party Lease for the Leased Real Estate and all additional
liabilities, obligations and deferred expenses of SELLER as of
the date of this Agreement, which are reflected on the books of
SELLER as being attributable to an Office as of the close of
business on the Closing Date but only to the extent attributable
to the Assets sold, assigned or transferred to BUYER by SELLER
pursuant to this Agreement and only to the extent arising by
reason of BUYER's use or ownership of such Assets after the close
of business on the Closing

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Date. No additional material liabilities and obligations of
SELLER incurred subsequent to the date of this Agreement shall
be assumed by BUYER unless the prior written consent of BUYER
has been obtained prior to the incursion of the material
liability or obligation by SELLER.

(e) OTHER OBLIGATIONS. Fully and timely perform its obligations
relative to employees of the Offices, if any, as set forth
hereinafter.

1.04 PAYMENT OF FUNDS. Subject to the terms and conditions hereof, at the
Closing:

(a) CONSIDERATION. In consideration of BUYER's assumption of the
Deposit Liabilities and its other agreements herein, SELLER shall
make available and transfer to BUYER, in the manner specified in
Section 6.04 hereof, funds equal to the aggregate balance of all
Deposit Accounts (including interest posted or accrued to such
accounts as of the close of business on the day immediately
preceding the Closing Date) plus the deferred expenses identified
in Section 1.03(d) hereof prorated as of the close of business on
the day preceding the Closing Date, less an amount equal to the
sum of:

(i) the amount of cash on hand at the Offices transferred to
BUYER as of the close of business on the Closing Date;
and

(ii) the net aggregate book value of the Offices, valued as of
the last day of the month ending immediately prior to the
month in which the Closing Date occurs.

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(iii) the net aggregate book value of the furniture, fixtures
and equipment being transferred to BUYER, valued as of
the last day of the month ending immediately prior to the
month in which the Closing Date occurs; and

(iv) Six and 45/100 percent (6.45%) of the aggregate "Core
Deposits" (as hereinafter defined) of the Offices as of
the close of business on the Closing Date. The term
"Core Deposits" shall mean the aggregate balance of all
Deposit Liabilities of the Offices (which aggregate
balance shall include interest posted to such accounts as
of the close of business on the Closing Date). The amount
calculated as set forth herein as of the close of business
on the Closing Date is hereinafter called the "Acquisition
Consideration;" and

(v) the amount of prepaid expenses described in Section
1.02(f) of this Agreement, prorated as of the close of
business on the day immediately preceding the Closing
Date; and

(vi) the book value of the Office Loans together with accrued
and unpaid interest thereon computed as of the close of
business on the Closing Date.

If the sum of items (i) through (vi) above exceeds the
aggregate amount to be transferred by SELLER pursuant to the
first paragraph of this Section 1.04(a), the full amount of
such excess shall constitute an amount due from BUYER to
SELLER, and shall be paid to SELLER at the Closing in the
manner specified in Section 6.04 hereof. The parties shall
execute a Preliminary Settlement Statement at the Closing and
a Final Settlement Statement post-closing in accordance with
section 6.04 herein, in substantially the same form as set
forth in SCHEDULES P AND Q.

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(b) REIMBURSEMENT AND PRORATION OF CERTAIN EXPENSES. All other
expenses (i) due and payable at times after the Closing Date
for periods prior to the close of business on the Closing Date
or (ii) paid prior to the close of business on the Closing
Date for periods following the Closing Date, including the
prepaid expenses described in Section 1.02(f) hereof and
deferred expenses described in Section 1.03(d) hereof,
including without limitation, real estate taxes and
assessments which are a lien but not yet due and payable,
utility payments, payments due on leases assigned, payments
due on assigned service and maintenance contracts and similar
expenses relating to the Offices shall be prorated between
SELLER and BUYER as of the close of business on the day
immediately preceding the Closing Date, PROVIDED, HOWEVER,
that all real estate taxes and assessments, and to the extent
payable by SELLER and/or Buyer, shall be prorated at the
Closing on the basis of the most recently certified real
estate taxes and assessments, and all utility payments and
lease payments shall be prorated on the basis of the best
information available at Closing. Any security deposits
relating to the Leased Real Estate shall be credited to the
SELLER at Closing. With respect to premiums paid to the FDIC
for deposit insurance for the Deposit Liabilities, it shall be
assumed that all the Deposit Liabilities are insured under the
Bank Insurance Fund; the proration of FDIC deposit insurance
premiums will be based on the amount of the Deposit
Liabilities as of the close of business on the Closing Date
and the number of days during any period for which SELLER has
prepaid premiums to the FDIC but during which BUYER has held
or will hold the Deposit Liabilities. For prorations, if any,
which cannot be reasonably calculated as of the Closing, a
post-closing adjustment shall be made in the manner specified
in Section 6.04 hereof.

(c) EXPENSES RELATING TO REAL PROPERTY AND OTHER ASSETS. The costs,
fees and expenses relating to the premiums, including any
endorsements for extended coverage, for all

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title insurance policies (including the costs of all title
commitments, guaranties and examinations), recording costs and
other similar costs, fees and expenses, if any, relating to
the sale and transfer of the Owned Real Estate or the transfer
of SELLER's interest in the Leased Real Estate including, but
not limited to, any conveyance fees, taxes, recording costs
and other similar fees and expenses relating to the sale and
transfer of any other Assets, shall be allocated to, and shall
be borne, solely and exclusively, by BUYER. To the extent
BUYER requests SELLER or its attorneys to seek certain title
endorsements or removal of exceptions noted on title
commitments, BUYER shall reimburse SELLER at Closing for its
attorney fees related thereto. In no event shall SELLER be
required to undertake any negotiations with title insurance
companies for any matters that relate to the scope of title
insurance coverage or the Permitted Exceptions. BUYER shall
reimburse SELLER at the Closing for all of the costs, fees and
expenses allocated to BUYER pursuant to this Section 1.04(c)
but paid by SELLER in the manner specified in Section 6.04
herein. If this transaction does not close by virtue of a
breach of this Agreement, the breaching party shall be
responsible for and shall, as appropriate, reimburse the other
party for its expenses as set forth herein.

(d) (1) SELLER and BUYER agree to allocate the amounts paid
pursuant to Section 1.04 hereof (the "Purchase Price") in
accordance with Section 1060 of the Internal Revenue Code
of 1986, as amended (the "Code"). Within 30 days after
the Closing Date, BUYER shall provide to SELLER BUYER's
proposed allocation of the Purchase Price as finally
determined and paid by BUYER hereunder. Within 60 days
after the receipt of such allocation, SELLER shall propose
to BUYER any changes to such allocation or otherwise shall
be deemed to have agreed with such allocation.

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(2) SELLER and BUYER shall reduce such allocation to
writing, including jointly and properly executing
completed Internal Revenue Service Form 8594, and any
other forms or statements required by the Code,
Treasury Regulations or the Internal Revenue Service,
together with any and all attachments required to be
filed therewith. SELLER and BUYER shall file timely
any such forms and statements with the Internal Revenue
Service.

(3) To the extent consistent with applicable law, SELLER
and BUYER shall not file any tax return or other
documents or otherwise take any position with respect
to taxes which is consistent with such allocation of
the final purchase price, provided, however, that
neither SELLER nor BUYER shall be obligated to litigate
any challenge to such allocation of the final Purchase
Price by a governmental authority.

(4) SELLER and BUYER shall promptly inform one another of
any challenge by any governmental authority to any
allocation made pursuant to this subsection and agree
to consult with and keep one another informed with
respect to the state of, and any discussion, proposal
or submission with respect to, such challenge.

2. CONDUCT OF THE PARTIES PRIOR TO CLOSING.

2.01 COVENANTS OF SELLER. SELLER hereby covenants to BUYER that, from the
date hereof until the Closing, it will do or cause the following to
occur:

(a) OPERATION OF THE OFFICES. SELLER shall continue to operate
the Offices in a manner substantially equivalent to that
manner and system of operation employed immediately prior to
the date of this Agreement; provided, however, that it is
contemplated

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by the parties that, prior to Closing, SELLER will terminate
certain programs which are currently in effect which allow
depositors to access Deposit Accounts through electronic
means.

Notwithstanding the foregoing and except as may be required to
obtain the required authorizations referred to in Section 2.03
of this Agreement, between the date of this Agreement and the
Closing Date, and except as may be otherwise required by a
regulatory authority, SELLER shall not, without the prior
consent of BUYER, which consent shall not be unreasonably
withheld:

(i) cause any Office to engage or participate in any
material transaction or incur or sustain any obligation
which, in the aggregate, is material to its business,
condition or operations except in the ordinary course
of business;

(ii) cause any Office to transfer to SELLER's other
operations any material amount of Assets, except for
(a) supplies, if any, which have unique function in the
business of SELLER and its affiliates and ordinarily
would not be useful to BUYER, (b) cash and other normal
intrabank transfers which may be transferred in the
ordinary course of business in accordance with normal
banking practices and (c) signs, or those parts
thereof, bearing the SELLER or affiliate name and/or
logo or that of a SELLER contractor;

(iii) cause any Office to transfer to SELLER's other
operations any deposits other than deposits securing
loans made by SELLER which are not Office Loans and
deposits owned in whole or in part by employees of
SELLER or its affiliates who are not Transferred
Employees as defined in Section 4.01 of this Agreement,
except in the ordinary course of business at the
unsolicited

-12-

request of depositors or cause any of SELLER's other
operations to transfer to any Office any deposits,
except in the ordinary course of business at the
unsolicited request of depositors; provided, however,
that SELLER shall be permitted to make such transfers
of any deposits to or from any Office as are in the
normal course of business and do not violate the
foregoing restrictions;

(iv) invest in any Fixed Assets on behalf of any Office,
except for commitments made on or before the date of
this Agreement which (a) are disclosed to BUYER on
SCHEDULE C and (b) for replacements of furniture,
furnishings and equipment and normal maintenance and
refurbishing purchased or made in the ordinary course
of Office business;

(v) enter into or amend any continuing contract (other than
Deposit Liabilities, Office Loans, and Safe Deposit
agreements) relating to any Office, which cannot be
terminated without cause and without payment of any
amounts as a penalty, bonus, premium or other
compensation for termination, or which is not made in
the ordinary course of Office business;

(vi) hire (other than to replace a departing employee and/or
to bring the number of employees at the Offices to
normal staffing levels), transfer, reassign or
terminate (except for cause) any employee of any
Office, increase the compensation of any employee of
any Office, or promote any of the employees of any
Office except pursuant to and consistent with customary
SELLER procedures and policies; or

(vii) make any material change to its customary policies for
setting rates on deposits offered at any Office.

-13-

(b) TITLE COMMITMENTS FOR REAL ESTATE. Upon the request of BUYER,
SELLER shall deliver to BUYER within fifteen business days
copies of all title insurance policies, surveys, plats and
like materials with respect to the Owned Real Estate and
Leased Real Estate which are in its possession. If requested
by Buyer within five (5) business days of the date of this
Agreement, SELLER shall deliver to BUYER, at BUYER's expense,
with respect to the Owned Real Estate and Leased Real Estate,
no later than thirty (30) days after the date of this
Agreement, a commitment or commitments (the "Title
Commitments") having an effective date as near as feasible to
the date of delivery of such Title Commitments from a title
insurance company designated by SELLER and reasonably
satisfactory to BUYER, to issue to BUYER as soon as
practicable after the Closing Date, as applicable, American
Land Title Association (ALTA) owners (Form B, 1970, Rev 1984)
and/or leasehold title insurance (1975 Form) policies having
an effective date as of the Closing Date in an amount equal to
(a) the most recently available certified tax assessed value
for the Owned Real Estate and (b) for the leasehold interest,
valued based on the remaining rental payments due under the
balance of the remaining term of the lease for the Leased Real
Estate, all subject to the exceptions specified in the Title
Commitments (the "Permitted Exceptions"). If title to all or
part of the Owned Real Estate or Leased Real Estate is
unmarketable or is subject to any defect, lien, encumbrance,
easement, condition, restriction or encroachment other than
the Permitted Exceptions as defined in Section 10.08(c)
herein, then BUYER shall provide written notice thereof to
SELLER within fifteen (15) days of receipt of the Title
Commitments. SELLER shall have thirty days after written
notice thereof from BUYER, to elect to remedy or remove any
such defect, lien, encumbrance, easement, condition,
restriction or encroachment but, if SELLER does not, BUYER may
elect to attempt to cure or remove such defect or encumbrance
or other matter, for a period of thirty days thereafter. If
such defect or encumbrance or other matter is not cured, then,
in

-14-

addition to any other rights which BUYER may have hereunder,
BUYER shall have the right with respect to the relevant
Office (but not as to any other Office) (i) to declare this
Agreement terminated by written notice to SELLER, (ii)
negotiate, at BUYER cost, with the title company for certain
endorsements to the standard insurance coverage to address
any such defects or encumbrances, or (iii) to waive any
objection to such defect or encumbrance or other matter in
which event such defect, encumbrance, or other matter shall
be deemed to be a Permitted Exception. The Owned Real Estate
will be sold by SELLER to BUYER free and clear of all liens,
claims, encumbrances and rights of tenants in possession
created by SELLER except for the Permitted Exceptions,
pursuant to an act of sale without any warranties other than
a limited warranty of title as to the acts of SELLER only (a
"Limited Warranty Deed") and subject to the Permitted
Exceptions. SELLER also shall execute and deliver to BUYER
at the time of Closing such affidavits and other instruments,
if any, as the title insurance company issuing the Title
Commitments may reasonably require to delete the standard
exceptions appearing as "Schedule B" items in a standard ALTA
owners or leasehold owners title insurance policy, other than
those which may only be deleted by a survey. SELLER also
shall execute and deliver a FIRPTA affidavit at Closing.
BUYER, at its option and expense, may obtain duly certified
surveys for the Owned Real Estate with a metes and bounds
legal description, depicting all easements, rights-of-way,
set-back lines, and any encumbrances appearing on the Title
Commitment, and SELLER hereby grants to BUYER and its
surveyors, agents and contractors right of access to the
Owned Real Estate for the purpose of performing the surveys.
The cost of such surveys shall be borne by BUYER. The legal
descriptions contained in the Surveys shall be used in the
Limited Warranty Deeds to convey the Owned Real Estate and
for title insurance for the Owned Real Estate. BUYER shall
obtain surveys within 15 days after the

-15-

effective date of the Agreement and copies of the same shall
be furnished to SELLER and the title companies.

(c) REQUIRED AUTHORIZATIONS. SELLER shall obtain and procure all
necessary internal corporate approvals and authorizations, if
any, required by SELLER to enable it to fully perform all
obligations imposed on it hereunder which must be performed by
it at or prior to the Closing.

(d) CREATION OF LIENS AND ENCUMBRANCES. With respect to the Owned
Real Estate, SELLER shall not create or allow any liens,
imperfections in title, charges, easements, restrictions or
encumbrances other than the Permitted Exceptions.

(e) CONDEMNATION. If prior to Closing all or any portion of the
Owned Real Estate or Leased Real Estate is taken or is made
subject to eminent domain or other governmental acquisition
proceedings, then SELLER shall promptly notify BUYER thereof,
and BUYER may either complete the Closing and receive the
proceeds paid or payable on account of such acquisition
proceedings, or terminate this Agreement as to such Office and
related assets and liabilities. If BUYER terminates this
Agreement with respect to such Office, both parties shall
thereupon be relieved from all further obligations hereunder
as to such Office and related assets and liabilities.

(f) INSURANCE PROCEEDS, CASUALTY AND CONDEMNATION PAYMENTS.
SELLER shall maintain adequate insurance on all the Assets
consisting of Owned Real Estate, Leased Real Estate and Fixed
Assets. In the event of any damage, destruction or
condemnation affecting such Assets between the date hereof and
the time of the Closing, SELLER shall deliver to BUYER any
insurance proceeds and other payments, to the extent of the
applicable amount set forth in Section 1.04(a)(ii) or (iii)
hereof with respect to

-16-

Owned Real Estate and the replacement cost with respect to the
Fixed Assets, as the case may be, received (or with respect to
insurance proceeds, which would be received assuming SELLER's
insurance policy had no deductible) by SELLER as a result
thereof unless, in the case of damage or destruction, SELLER
has repaired or replaced the damaged or destroyed property.

(g) ▇▇▇ ACCOUNTS. Not later than thirty days prior to the
expected Closing Date, SELLER shall, at SELLER's expense, mail
notice of SELLER's resignation as Custodian and the
appointment of BUYER as the Successor Custodian, effective
upon Closing, of each ▇▇▇ maintained at the Offices. The
notice shall include such other information that is mutually
agreed upon by SELLER and BUYER.

(h) ASSIGNMENT OF LEASES. SELLER shall use its reasonable good
faith efforts to obtain any written consent of any such
landlord as shall be necessary for the effective assignment of
the Third Party Lease and assumption thereof by BUYER as of
the Closing Date. The assignment and assumption by BUYER of
the Third Party Lease shall be substantially the form of
SCHEDULE F. If such necessary consent to assignments is not
obtained or other arrangements satisfactory to SELLER made by
the Closing Date, SELLER may, at its sole option, terminate
its duties and obligations under this Agreement as to such
Office and related assets and liabilities.
(i) UPDATED SCHEDULES. SELLER shall furnish BUYER on or before
July 15, 1998, with updated Schedules reflecting the June 30,
1998, status of the Fixed Assets, Office Loans (by Office,
Loan Account and category) and Deposit Accounts (by Office, by
account and by category reflecting the amount of deposits, the
interest rate and maturity dates associated with such
deposits, and indicating the deposits that constitute Core
Deposits).

-17-

2.02 COVENANTS OF BUYER. BUYER hereby covenants to SELLER that, from the
date hereof until the Closing, it will do or cause the following to
occur:

(a) REGULATORY APPLICATIONS. BUYER shall prepare and submit for
filing, at no expense to SELLER, any and all applications,
filings, and registrations with, and notifications to, all
federal and state authorities required on the part of BUYER or
any shareholder or affiliate of BUYER for the Acquisition to
be consummated at the Closing as contemplated in Section 6.01
herein and for BUYER to operate the Offices following the
Closing. BUYER shall provide SELLER with a draft copy of each
application, filing, registration, and notification for
SELLER's approval prior to filing, which approval by SELLER
will not be unreasonably withheld or delayed. Such
applications will be submitted to SELLER in draft form within
thirty (30) days from the date of this Agreement and filed by
BUYER without delay following SELLER's approval of such
applications; provided, however, that in no event will such
applications be filed later than sixty (60) days from the date
of this Agreement. Thereafter, BUYER shall pursue all such
applications, filings, registrations, and notifications
diligently and in good faith, and shall file such supplements,
amendments, and additional information in connection therewith
as may be reasonably necessary for the Acquisition to be
consummated at such Closing and for BUYER to operate the
Offices following the Closing. BUYER shall deliver to SELLER
evidence of the filing of each and all of such applications,
filings, registrations and notifications (except for any
confidential portions thereof), and any supplement, amendment
or item of additional information in connection therewith
(except for any confidential portions thereof). BUYER shall
also deliver to SELLER a copy of each material notice, order,
opinion and other item of correspondence received by BUYER
from such federal and state authorities (except for any
confidential portions thereof)

-18-

and shall advise SELLER, at SELLER's request, of developments
and progress with respect to such matters.

(b) REQUIRED AUTHORIZATIONS. BUYER shall obtain and procure all
necessary corporate and other approvals and authorizations, if
any, required on its part to enable it to fully perform all
obligations imposed on it hereunder which must be performed by
it at or prior to the Closing.

(c) SATISFACTION OF CONDITIONS. BUYER shall not voluntarily
undertake any course of action inconsistent with the
satisfaction of the requirements or the conditions applicable
to it, or its agreements, undertakings, obligations, or
covenants set forth in this Agreement, and it shall promptly
do all such reasonable acts and take all such reasonable
measures as may be appropriate to enable it to perform as
early as possible the agreements, undertakings, obligations,
and covenants herein provided to be performed by it, and to
enable the conditions precedent to SELLER's obligations to
consummate the Closing of the Acquisition to be fully
satisfied. Additionally, BUYER shall not knowingly, directly
or through any existing or future subsidiary or affiliate,
take any action that would be in conflict with, or result in
the denial, delay, termination, or withdrawal of, any of the
regulatory approvals referred to in this Agreement.

(d) COOPERATION REGARDING LEASED REAL ESTATE. BUYER shall, at
SELLER's request in connection with SELLER's obtaining the
consents specified in Section 2.01(h), advise, in writing, the
lessor of Leased Real Estate, of BUYER's intent to assume and
comply with the terms of the Third Party Lease (as to matters
arising from and after the Closing Date).

-19-

(e) PERFORMANCE. BUYER shall, at BUYER's expense, take such
actions as may be necessary in order for BUYER to perform
timely hereunder, including all necessary data processing and
operational actions as may be appropriate.

2.03 COVENANTS OF ALL PARTIES. SELLER hereby covenants to BUYER, and BUYER
hereby covenants to SELLER that, from the date hereof until the
Closing, such party shall cooperate fully with the other party in
attempting to obtain all consents, approvals, permits, or
authorizations which are required to be obtained pursuant to any
federal or state law, or any federal or state regulation thereunder,
for or in connection with the transactions described and contemplated
in this Agreement.

3. REPRESENTATIONS AND WARRANTIES.

3.01 REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER represents and
warrants to BUYER as follows:

(a) GOOD STANDING AND POWER OF SELLER. SELLER is a national
banking association duly organized, validly existing, and in
good standing under the laws of the United States of America
with corporate power to own its properties and to carry on its
business as presently conducted. SELLER is an insured bank as
defined in the Federal Deposit Insurance Act and applicable
regulations thereunder.

(b) AUTHORIZATION OF AGREEMENT. The execution and delivery of
this Agreement, and the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on the
part of SELLER, and this Agreement is a valid and binding
obligation of SELLER, enforceable against SELLER in accordance
with its terms, except as enforcement may be limited by
federal and state regulators of SELLER or by bankruptcy,
insolvency, reorganization, moratorium or other laws of
general

-20-

applicability relating to or affecting creditors' rights, or
the limiting effect of rules of law governing specific
performance, equitable relief and other equitable remedies or
the waiver of rights or remedies.

(c) EFFECTIVE AGREEMENT. Subject to the receipt of any and all
necessary regulatory approvals and required consents, the
execution, delivery, and performance of this Agreement by
SELLER and the consummation of the transactions contemplated
hereby, will not conflict with, result in the breach of,
constitute a violation or default, result in the acceleration
of payment or other obligations, or create a lien, charge or
encumbrance, under any of the provisions of the Articles of
Association (or Incorporation) or By-Laws of SELLER, under any
judgment, decree or order, under any law, rule, or regulation
of any government or agency thereof, or under any material
contract, material agreement or material instrument to which
SELLER is subject, where such conflict, breach, violation,
default, acceleration or lien would have a material adverse
effect on the Assets or SELLER's ability to perform its
obligations hereunder.

(d) TITLE TO REAL ESTATE AND OTHER ASSETS. Except for the Owned
Real Estate and Leased Real Estate, SELLER or an affiliate is
the sole owner of each of the Assets free and clear of any
mortgage, lien, encumbrance or restrictions of any kind or
nature. As to the Owned Real Estate, SELLER is sole owner of
such Owned Real Estate, free and clear of all liens, claims,
encumbrances and rights of tenants in possession except for
the Permitted Exceptions. SELLER has a valid leasehold
interest in the Leased Real Estate pursuant, and subject to,
the Third Party Lease and has the use of the Leased Real
Estate pursuant to the Third Party Lease. Upon execution and
delivery in accordance with the terms of this Agreement, the
assignment of the Thirty Party Lease will be duly authorized
and approved by SELLER and will be a valid and

-21-

binding assignment to BUYER of all of SELLER's rights and
interests in the Third Party Lease.

(e) ZONING VARIATIONS. As of the date of this Agreement, SELLER
has no knowledge of the receipt of, or contemplation of any
intent to provide, SELLER with any written notice from any
governmental authority of any material uncorrected violations
of zoning, fire, building or similar laws or codes relating to
the Owned Real Estate or Leased Real Estate.

(f) CONDEMNATION PROCEEDINGS. SELLER has received no written
notice of any pending or threatened, nor is it aware of any
contemplated, condemnation proceeding affecting or relating to
the Offices.

(g) TAXES. All federal, state and local payroll, withholding,
property, sales, use and transfer taxes, if any, which are due
and payable by SELLER relating to the Offices prior to the
date of Closing shall be paid in full as of the Closing Date
or SELLER shall have made appropriate provision for such
payment in accordance with ordinary business practices. Any
claims for refunds of taxes which have been paid by SELLER
shall remain the property of SELLER.

(h) OPERATIONS LAWFUL. To the knowledge of SELLER, the conduct of
banking business at the Offices is in compliance in all
material respects with all federal, state, parish and
municipal laws, ordinances and regulations applicable to
conduct of such business.

(i) THIRD-PARTY CLAIMS. There are no claims, actions, suits or
proceedings, pending or, to SELLER's knowledge, threatened
against or affecting SELLER which, if

-22-

determined adversely to SELLER, could have a material adverse
effect on the aggregate value of the Assets, Deposit
Liabilities or on consummation of the transactions
contemplated hereby. To SELLER's knowledge, the Offices are
not subject to any claim, demand, suit, proceeding or
litigation of any kind, pending or outstanding, which would
materially affect or limit BUYER's use and enjoyment of the
Offices.

(j) INSURANCE. SELLER maintains such insurance on the Offices and
the Fixed Assets to be purchased by or assigned to BUYER as is
customary in the business of banking.

(k) LABOR RELATIONS. No employee located at any of the Offices is
represented, for purposes of collective bargaining, by a labor
organization of any type. SELLER has no knowledge of any
efforts during the past three years to unionize or organize
any employees at any Office. No claim which, individually or
in the aggregate, is material related to employees at the
Offices under the Fair Labor Standards Act, National Labor
Relations Act, Civil Rights of 1964, ▇▇▇▇▇-▇▇▇▇▇ Act, ▇▇▇▇▇
Bacon Act, Civil Rights of Act of 1966, Age Discrimination in
Employment Act, Equal Pay Act of 1963, Executive Order No.
11246, Federal Unemployment Tax Act, Vietnam Era Veterans
Readjustment Act, Occupational Safety and Health Act,
Americans with Disabilities Act or any state or local
employment related law, order, ordinance or regulation, no
unfair labor practice, discrimination or wage-and-hour claim
is pending or, to the best of SELLER's knowledge, threatened
against or with respect to SELLER.

(l) GOVERNMENTAL NOTICES. SELLER has not received notice from any
federal or state governmental agency indicating that it would
oppose or not grant or issue its consent

-23-

or approval, if required, with respect to the transactions
contemplated by this Agreement.

(m) ENVIRONMENTAL. To the knowledge of SELLER, there are no
actions, proceedings or investigations pending before any
environmental regulatory body, federal or state court with
respect to or threatened against or affecting SELLER in
respect of any Office under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended
("CERCLA"), or under the any federal, state, local or
municipal environmental statute, ordinance or regulation in
respect thereof and in connection with any release of any
toxic or "hazardous substance," pollutant or contaminant into
the "environment," nor, to the best knowledge of the executive
officers of SELLER, is there any reasonable basis for the
institution of any such actions or proceedings or
investigations which is probable of assertion, nor are there
any such actions or proceedings or investigations in which
SELLER is a plaintiff or complainant. To the knowledge of
SELLER, SELLER is not responsible in any material respect
under any applicable environmental law for any release by
SELLER or for any release by an other person at or in the
vicinity of any Office of a hazardous or toxic substance,
contaminant or pollutant caused by the spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing of hazardous wastes
or other chemical substances, pollutants or contaminants into
the environment, nor is SELLER responsible for any material
costs (as a result of the acts or omissions of SELLER, or, to
the actual knowledge of the executive officers of SELLER, as a
result of the acts or omissions of any other "person") of any
remedial action including, without limitation, costs arising
out of security fencing, alternative water supplies, temporary
evacuation and housing and other emergency assistance
undertaken by any environmental regulatory body having
jurisdiction over SELLER to prevent or minimize any actual or
threatened release by

-24-

SELLER on premises any hazardous wastes or other chemical
substances, pollutants and contaminants into the environment
which would endanger the public health or the environment.
All terms contained in quotation marks in this paragraph shall
have the meaning ascribed to such terms as defined in all
federal, state and local statutes, regulations or ordinances.

(n) ACCESS TO REAL ESTATE. To the knowledge of SELLER, no fact or
condition exists which would result in the termination or
impairment of access to the Owned Real Estate or Leased Real
Estate from adjoining public or private streets or ways or
which could result in discontinuation of necessary sewer,
water, electric, gas, telephone, or other utilities or
services and sewage, sanitation, plumbing, refuse disposal,
and similar facilities servicing the Owned Real Estate and
Leased Real Estate are in full compliance with applicable
governmental regulations.

(o) MECHANIC'S LIENS. SELLER has paid or will pay in full all
bills and invoices for labor and material of any kind arising
from the ownership, operation, management, repair,
maintenance, or leasing as tenant of the Owned Real Estate and
the Leased Real Estate, and no actual or potential (other than
in the ordinary course of business) mechanic's lien or other
claims are outstanding or available to any party in connection
with the ownership, operation, management, repair,
maintenance, or leasing as tenant of said properties.

(p) DEPOSITS. Attached as SCHEDULE G is a true and accurate
schedule of all Deposit Accounts (including individual
retirement accounts) of the Offices, prepared as of December
31, 1997, listing by Office and by category the amount of all
deposits and the interest rates and maturity dates associated
with such deposits, and indicating the deposits that
constitute Core Deposits.

-25-

(q) OFFICE LOANS. Attached as SCHEDULE H is a true and accurate
schedule of all Office Loans, including accrued and unpaid
interest thereon, computed as of December 31, 1997. Each
Office Loan was made in the ordinary course of business,
has been properly executed by the parties thereto,
represents the valid, and binding obligation of the
obligor, enforceable by the holder thereof in accordance
with its terms, is free from any material defenses,
contains customary enforcement provisions such that the
rights and remedies of the holder thereof are adequate for
enforcement of the Office Loans, and, unless approved by
SELLER and documented in its files, no material provision
of an Office Loan has been waived. Each Office Loan (such
term to include, for purposes of this paragraph, the
principal documents relating in any way to such loans,
including notes, mortgages, security instruments and
guarantees) complies in all material respects with all
requirements of applicable Federal, state and local laws
and regulations. Each Office Loan that is secured by
collateral is secured by a perfected mortgage or security
interest in the collateral in favor of SELLER as mortgagee
or secured party. No collateral has been released from
the interest granted to SELLER, unless approved by SELLER
and documented in its files. The BUYER's sole remedy for
a breach of the representations and warranties contained
in this Section 3.01(q) shall be to require SELLER to
repurchase such Office Loans pursuant to Schedule S hereto.

(r) PERSONAL PROPERTY. SCHEDULE C is a preliminary listing of Fixed
Assets owned by SELLER and located at the Offices, which
is subject to non-material change prior to the Closing
Date. A final listing of Fixed Assets will be provided to
BUYER by SELLER prior to the Closing Date. All Fixed
Assets transferred pursuant to the terms of this Agreement
will be conveyed to BUYER free and clear of any mortgages,
liens, security interests or pledges.

-26-

(s) ASSUMED CONTRACTS AND THIRD PARTY LEASE. SCHEDULE D is a true
and accurate schedule of all Assumed Contracts related to
the Offices. Each Assumed Contract is valid and
subsisting and in full force and effect in accordance with
its terms, and SELLER has performed in all material
respects all obligations required to be performed
thereunder, and no condition exists which constitutes, or
with notice or lapse of time, or both, would constitute, a
material default.

(t) FIRPTA. SELLER is not a "foreign person" within the meaning of
the Internal Revenue Code Section 1445.

(u) For purposes of this section 3.01, the "knowledge" of SELLER
shall mean the actual knowledge of the President of SELLER.

3.02 REPRESENTATIONS AND WARRANTIES OF BUYER. BUYER represents and
warrants to SELLER as follows:

(a) GOOD STANDING AND POWER OF BUYER. BUYER is a commercial bank
duly organized, validly existing, and in good standing
under the laws of Louisiana with corporate power to own
its properties and to carry on its business as presently
conducted. BUYER is an insured bank, as defined in the
Federal Deposit Insurance Act and applicable regulations
thereunder.

-27-

(c) EFFECTIVE AGREEMENT. Subject to the receipt of any and all
necessary regulatory approvals, the execution, delivery,
and performance of this Agreement by BUYER, and the
consummation of the transactions contemplated hereby, will
not conflict with, result in the breach of, constitute a
violation or default, result in the acceleration of
payment or other obligations, or create a lien, charge or
encumbrance, under any of the provisions of the Articles
of Association or By-Laws of BUYER, under any judgment,
decree or order, under any law, rule or regulation of any
government or agency thereof, or under any material
agreement, material contract or material instrument to
which BUYER is subject, where such conflict, breach,
violation, default, acceleration or lien would have a
material adverse effect on BUYER's ability to perform its
obligations hereunder.

(d) ABILITY TO PERFORM. BUYER has the financial and operational
ability to perform on a timely basis all of BUYER's obligations
hereunder, including the obligation of BUYER to convert all
systems on the Closing Date.

4. ACTIONS RESPECTING EMPLOYEES AND PENSIONS AND EMPLOYEE BENEFIT PLANS.

4.01 EMPLOYMENT OF EMPLOYEES

(a) BUYER shall extend offers of employment, as of the Closing
Date, to such employees of the Offices listed in SCHEDULE R
as may be employed by SELLER at the Offices as of the
Closing Date (including, without limitation, those employees
who on the Closing Date are on family and medical leave,
military leave, personal leave or short-term disability and
who elect to return to work not later than one (1) year
following the Closing Date; individually and collectively
the "Leave Employees" herein) for positions entailing
responsibilities in effect at SELLER as of the Closing Date,
and for a base salary not less than that paid by SELLER

-28-

as of the Closing Date. Employees accepting employment
with BUYER, including but not limited to the Leave
Employees, are referred to herein individually and
collectively as the "Transferred Employees". In the event
that BUYER shall transfer (except in a comparable position
and for comparable compensation to an office not more than
25 miles from the Office at which the Transferred Employee
is employed as of the Closing Date, or at the request of
the Transferred Employee), terminate employment of, or
reduce the base salary of, a Transferred Employee (the
"Terminated Employee") between the Closing Date and the
date which is one (1) year from the Closing Date, other
than for cause, BUYER shall pay to the Terminated Employee
a sum equal to the greater of (i) that which the
Terminated Employee would have received on the date of
such transfer, termination, or reduction in salary under
the First Commerce Corporation Change in Control Severance
Program applicable to the Terminated Employee as of the
date hereof and set forth in SCHEDULE R or (ii) the
severance plan of BUYER otherwise applicable to the
Terminated Employee as of the date of such transfer,
termination, or reduction in base salary. Such payment
shall be due and owing the Terminated Employee on the date
of such transfer, termination, or reduction in salary.
Nothing contained in this Agreement shall restrict or
prohibit Buyer and any Transferred Employee from entering
into an agreement satisfactory to both Buyer and the
Transferred Employee providing for resolution of matters
set forth in this section.

(b) SELLER will cooperate with BUYER, to the extent reasonably
requested and legally permissible, to provide BUYER with a
means to meet with the subject employees.

4.02 TERMS AND CONDITIONS OF EMPLOYMENT. Except as otherwise provided
explicitly in this Agreement, the terms of employment for each
Transferred Employee shall be determined

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solely by BUYER's policies, procedures, and programs; provided,
however, that each Transferred Employee shall be provided employment
subject to the following terms and conditions;

(a) Base salary shall be at least equivalent to the rate of base
salary paid by SELLER to such Transferred Employee as of
the close of business on the day prior to the Closing Date.

(b) Except as otherwise specifically provided herein, Transferred
Employees shall be provided employee benefits that are no
less favorable in the aggregate than those provided to
similarly situated employees of BUYER. Transferred
Employees shall, upon the satisfaction of applicable
eligibility and service requirements, be eligible to
participate in BUYER's employee stock ownership plan
("ESOP"), provided, however, that such Transferred
Employees will, for purposes of participation in the
BUYER's ESOP, be treated as "new hires" and will not be
permitted to recognize for purposes of eligibility to
participate, benefit accrual or any other purposes, past
service with SELLER. Except as provided in the
immediately preceding sentence or elsewhere herein, BUYER
shall provide such Transferred Employees with credit for
the Transferred Employee's period of service with SELLER
(including any service credited from predecessors by
merger or acquisition to SELLER) towards the calculation
of eligibility and vesting for such purposes as vacation,
severance and other benefits and participation and vesting
in BUYER's qualified pension and/or Profit sharing 401(k)
plans, as such plans may exist (but, except as set forth
in (e) below and for vacation, not for purposes of
benefit accruals, including, without limitation, funding
of accrued pension or profit sharing plans for such
Transferred Employees with respect to any period prior to
the Closing Date).

(c) Each Transferred Employee shall be eligible to participate in the
medical, dental, or other welfare plans of BUYER, as such
plans may exist, on and after the Closing

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Date, and, to the extent permitted by BUYER's plans, any
pre-existing conditions provisions of such plans shall be
waived with respect to any such Transferred Employees.

(d) With respect to any Transferred Employee who is also a Leave
Employee, upon conclusion of his or her short-term
disability or temporary leave of absence, subject to the
terms and conditions of the BUYER's plans and policies and
applicable law, each Transferred Employee on such leave
shall receive the salary and vacation benefits in effect
when he or she went on leave, shall otherwise be treated
as a Transferred Employee, and, to the extent practicable,
shall be offered by the BUYER the same or a substantially
equivalent position to his or her position with SELLER
prior to having gone on leave.

(e) Except as provided herein, SELLER shall pay, discharge, and
be responsible for (i) all salary and wages arising out of
employment of the Transferred Employees through the
Closing Date, and (ii) any employee benefits (except
vacation, sick, and personal days accrued but unused by
the Transferred Employee through the Closing Date which
BUYER hereby agrees to grant to such Transferred Employees
following the Closing Date) arising under SELLER's
employee benefit plans and employee programs prior to the
Closing Date, including benefits with respect to claims
incurred prior to the Closing Date but reported after the
Closing Date and benefits inuring to Leave Employees prior
to any election by such Leave Employees to return to work
with BUYER. From and after the Closing Date, BUYER shall
pay, discharge, and be responsible for all salary, wages,
and benefits arising out of or relating to the employment
of the Transferred Employees by BUYER from and after the
Closing Date, including, without limitation, all claims
for welfare benefits plans incurred on or after the
Closing Date. Claims are incurred as of the date services
are provided notwithstanding when the injury or illness
may have occurred.

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(f) To the extent permitted under BUYER's applicable 401(k) plan,
SELLER and BUYER shall cooperate in arranging for the
transfer to BUYER's 401(k) plan, as soon as practicable
after the Closing Date and in a manner that satisfies
sections 414(l) and 411(d)(6) of the Internal Revenue
Code, as amended, of those accounts held under SELLER's or
any of its affiliate's 401(k) plan on behalf of
Transferred Employees.

4.03 COMPLIANCE WITH LAW. BUYER agrees that it shall comply with any and
all applicable requirements, if any, under the Worker Adjustment and
Retraining Notification Act in connection with the transaction
contemplated by this Agreement. BUYER hereby agrees to indemnify and
to hold SELLER and its affiliates and its and their officers,
directors, agents, and employees harmless from and against any and
all liability, loss, cost, and expense, however arising, as a result
of the failure of BUYER to comply with its obligations as set forth
in this section.

4.04 ACTIONS TO BE TAKEN BY SELLER. SELLER covenants to BUYER that it will
do or cause the following to occur:

(a) SOLICITATION OF TRANSFERRED EMPLOYEES. Except with the written
consent of BUYER, for a period of six months following the
Closing Date, SELLER will not directly solicit Transferred
Employees as prospective officers or employees of SELLER
and will not hire any such Transferred Employee; provided,
however, that SELLER shall not be prohibited or restricted
from hiring a Transferred Employee if such Transferred
Employee is terminated by BUYER.

(b) EMPLOYEE BENEFIT PROGRAMS. SELLER's obligations to employees of
the Offices, including Transferred Employees, will be as
set forth in established policies of FIRST COMMERCE
CORPORATION and/or SELLER, and SELLER shall continue its
employee benefit programs in full force and effect as
benefit programs

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for Transferred Employees through the Closing Date. After
the Closing, SELLER shall retain the responsibility and
liability for the funding and payment of all claims
incurred under such employee benefit programs through the
Closing Date. BUYER shall have no obligation or liability
to compensate Transferred Employees for benefits of any
kind earned, accrued, promised and/or provided to
Transferred Employees as employees of SELLER, except as
set forth in Section 4.02, above.

(c) EMPLOYEES OF THE OFFICES. SELLER shall not, without BUYER's
prior written consent (i) increase the aggregate full-time
equivalent size of the work force at the Offices above the
aggregate normal staffing levels designated by SELLER for
the Offices at the date hereof, (ii) transfer or terminate
any Transferred Employee prior to the Closing Date, unless
such person is terminated for cause as determined at the
sole discretion of SELLER or otherwise pursuant to
existing SELLER policies or procedures, or (iii) increase
the compensation of any Transferred Employee except
pursuant to existing SELLER policies and procedures and
consistent with past practices.

The obligations of SELLER pursuant to this Section 4.04 shall survive
the Closing.

5. CONDITIONS PRECEDENT TO CLOSING.

5.01 CONDITIONS TO SELLER'S OBLIGATIONS. The obligations of SELLER to
consummate the Acquisition are subject to the satisfaction, or the
waiver in writing by SELLER to the extent permitted by applicable law,
of the following conditions at or prior to the Closing:

(a) PRIOR REGULATORY APPROVAL. All filings and registrations with,
and notifications to, all federal and state authorities
required for consummation of the Acquisition shall have
been made, all approvals and authorizations of all federal
and state authorities required for consummation of the
Acquisition including, but not limited to, approval

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of the United States Department of Justice, shall have
been received and shall be in full force and effect, and
all applicable waiting periods shall have passed.

(b) CORPORATE ACTION. The Board of Directors of BUYER shall have
taken all corporate action necessary by it to effectuate this
Agreement and the Acquisition and BUYER shall have furnished
SELLER with a certified copy of each such resolution adopted by
the Board of Directors of BUYER evidencing the same.

(c) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of BUYER set forth in this Agreement shall be
true and correct in all material respects on the Closing
Date with the same effect as though all such
representations and warranties had been made on and as of
such date, and BUYER shall have delivered to SELLER a
Certificate to that effect, dated as of the Closing Date
to the effect specified in SCHEDULE I to this Agreement.

(d) COVENANTS. Each and all of the covenants and agreements of BUYER
to be performed or complied with at or prior to Closing
pursuant to this Agreement shall have been duly performed
or complied with in all material respects by BUYER, or
waived by SELLER, and BUYER shall have delivered to SELLER
a Certificate to that effect, dated as of the Closing Date
to the effect specified in SCHEDULE I.

(e) NO PROCEEDING OR PROHIBITION. At the time of the Closing, there
shall not be any litigation, investigation, inquiry, or
proceeding pending or threatened in or by any court or
agency of any government or by any third party which in
the judgment of the executive officers of SELLER, with the
advice of counsel, presents a bona fide claim to restrain,
enjoin, or prohibit consummation of the transaction
contemplated by this Agreement or which might result in
rescission in connection with such transactions; and
SELLER shall have been furnished with a Certificate,
substantially in the form as specified in SCHEDULE I,
dated as of the Closing Date and signed by the Chairman,

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President, or an Executive Vice President and Secretary or
Assistant Secretary of BUYER, to the effect that no such
litigation, investigation, inquiry, or proceeding is
pending or, to the best of their knowledge, threatened.

(f) OPINION OF COUNSEL. BUYER shall have delivered to SELLER an
opinion, dated as of the Closing Date, of legal counsel
reasonably satisfactory to SELLER and its counsel, in form
and substance reasonably satisfactory to SELLER and its
counsel, to the effect specified in SCHEDULE J.

(g) RECEIPT OF CONSENTS OF THIRD PARTIES. SELLER shall have
received, in form and substance satisfactory to SELLER,
any and all consents, approvals or waivers of third
parties as SELLER, in its sole discretion, may deem
necessary or appropriate to enable it to consummate the
transactions contemplated by this Agreement without
additional cost, expense, or liability to SELLER or its
affiliates.

(h) MERGER. The merger (the "Merger") contemplated by the agreement
dated as of October 20, 1997, between FIRST COMMERCE
CORPORATION and BANC ONE CORPORATION ("Merger Agreement")
shall have been consummated ("Merger Agreement").

5.02 CONDITIONS TO BUYER'S OBLIGATIONS. The obligations of BUYER to
consummate the Acquisition are subject to the satisfaction, or the
waiver in writing by BUYER to the extent permitted by applicable law,
of the following conditions at or prior to the Closing:

(a) PRIOR REGULATORY APPROVAL. All filings and registrations with,
and notifications to, all federal and state authorities required
for consummation of the Acquisition and operation of the Offices
by BUYER shall have been made, all approvals and

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authorizations of all federal and state authorities required
for consummation of the Acquisition and operation of the
Offices by BUYER shall have been received and shall be in full
force and effect, and all applicable waiting periods shall
have passed.

(b) CORPORATE ACTION. The Board of Directors of SELLER shall have
taken all corporate action necessary to effectuate this Agreement
and the Acquisition; and SELLER shall have furnished BUYER with a
certified copy of each such resolution adopted by the Board of
Directors of SELLER evidencing the same.

(c) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of SELLER set forth in this Agreement shall be true
and correct in all material respects on the Closing Date with the
same effect as though all such representations and warranties had
been made on and as of such date (unless a different date is
specifically indicated in such representations and warranties),
and SELLER shall have delivered to BUYER a Certificate to that
effect, dated as of the Closing Date to the effect specified in
SCHEDULE K.

(d) COVENANTS. Each and all of the covenants and agreements of
SELLER to be performed or complied with pursuant to this
Agreement shall have been duly performed or complied with in all
material respects by SELLER, or waived by BUYER, and SELLER shall
have delivered to BUYER a Certificate to that effect, dated as of
the Closing Date to the effect specified in SCHEDULE K.

(e) NO PROCEEDINGS OR PROHIBITIONS. At the time of the Closing,
there shall not be any litigation, investigation, inquiry, or
proceeding pending or threatened in or by any court or agency of
any government or by any third party which in the judgment of the
executive officers of BUYER, with the advice of counsel, presents
a bona fide claim to restrain, enjoin, or prohibit consummation
of the transactions contemplated by this Agreement or which might
result in rescission in connection with such transactions;

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and BUYER shall have been furnished with a Certificate, in
substantially the form specified in SCHEDULE K, dated as of
the Closing Date and signed by the Chairman, President, or
Vice President, and the Secretary or Assistant Secretary of
SELLER, to the effect that no such litigation, investigation,
inquiry, or proceeding is pending or threatened to the best of
their knowledge.

(f) OPINION OF COUNSEL. SELLER shall have delivered to BUYER an
opinion, dated as of the Closing Date, of legal counsel
reasonably satisfactory to BUYER and its counsel, in form and
substance reasonably satisfactory to BUYER and its counsel, to
the effect specified in SCHEDULE L.

(g) REAL PROPERTY. Any Title Commitment (as defined in Section
2.01(b) herein) reasonably requested by BUYER shall have been
delivered to BUYER, and updated to or as close as practicable to
(but in no event more than five (5) business days prior to) the
Closing Date, in accordance with the terms of such Section, and
such updated Title Commitment shall not include any special
exceptions other than those set forth in the original Title
Commitment and any other Permitted Exceptions.

(h) FIXED ASSETS. There shall have been no material alteration in or
material adjustment to the Fixed Assets. For purposes of this
subsection (h), it will not be considered to be a material
alteration or material adjustment to the Fixed Assets if
(i) there is damage or destruction to the Fixed Assets as
contemplated by Section 2.01(f) herein and SELLER complies with
said Section 2.01(f), (ii) SELLER makes additions to the Fixed
Assets with the prior written consent of BUYER or (iii) SELLER
makes additions to the Fixed Assets without BUYER's consent in
order to correct emergency situations which are threatening to
impair SELLER's operations at an Office.

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(i) No Material Adverse Change. There shall not have occurred any
material adverse change from December 31, 1997, through June 30,
1998, or from June 30, 1998, to the Closing Date in the financial
condition, results of operations or business of the Offices taken
as a whole; provided, however, that the occurrence of an event
specifically permitted under this Agreement or otherwise
expressly consented to in writing by BUYER are expressly deemed
not to constitute such a material adverse change.

5.03 NON-SATISFACTIONS OF CONDITIONS PRECEDENT. The non-occurrence or
delay of the Closing of the Acquisition by reason of the failure of
timely satisfaction of all conditions precedent to the obligations of
any party hereto to consummate the Acquisition shall in no way relieve
such party of any liability to the other party hereto, nor be deemed a
release or waiver of any claims the other party hereto may have
against such party, if and to the extent the failure of timely
satisfaction of such conditions precedent is attributable to the
actions or inactions of such party; provided that the non-occurrence
of the Closing by reason of termination of the Merger Agreement shall
under no circumstances be attributed to SELLER or BUYER.

5.04 WAIVERS OF CONDITIONS PRECEDENT. The conditions specified in
Sections 5.01 and 5.02 herein shall be deemed satisfied or, to the
extent not satisfied, waived if the Closing occurs unless such failure
of satisfaction is reserved in a writing executed by BUYER and SELLER
at or prior to the Closing.

6. CLOSING.

6.01 CLOSING AND CLOSING DATE. The Acquisition contemplated by this
Agreement shall be consummated and closed (the "Closing") at such
location as shall be mutually agreed upon by BUYER and SELLER, on a
date to be mutually agreed upon by BUYER and SELLER which date is the
later of the next day after which all required regulatory approvals
have

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been obtained and all applicable regulatory waiting periods
associated therewith have expired, the Merger has been consummated,
and September 11, 1998; provided that in all cases the Closing Date
shall occur on a Friday. The precise date on which the Closing
shall occur (the "Closing Date") shall be confirmed by the parties
in writing not less than five (5) days after the later of the
consummation of the Merger and the receipt of all required
regulatory approvals.

6.02 SELLER'S ACTIONS AT CLOSING. At the Closing (unless another time is
specifically stated in Section 6.04 hereof), SELLER shall, with
respect to the Offices:

(a) deliver to BUYER at the Offices such of the Assets purchased
hereunder as shall be capable of physical delivery, including,
without limitation, all assets comprising the safe deposit box
business, if any, of the Offices; and

(b) execute, acknowledge and deliver to BUYER all such Limited
Warranty Deeds (qualified, as necessary, to reflect all Permitted
Exceptions), endorsements, assignments, bills of sale, and other
instruments of conveyance, assignment, and transfer as shall
reasonably be necessary or advisable and reasonably acceptable to
SELLER to consummate the sale, assignment, and transfer of the
Assets sold or assigned to BUYER hereunder and such other
documents as the title company may reasonably require; the
originals of all blueprints, construction plans, specifications
and plat relating to the Owned Real Estate, which are now in
SELLER's possession or which SELLER has reasonable access to; and
such other documents or instruments as may be reasonably required
by BUYER, required by other provisions of this Agreement, or
reasonably necessary to effectuate the Closing ;

(c) execute, acknowledge and deliver to BUYER a duly executed and
recordable assignment to BUYER of the Third Party Lease and a
consent to assignment from the landlord of the Third Party Lease
all in substantially as set forth in SCHEDULE F.

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(d) assign, transfer, and make available to BUYER such of the
following records as exist and are available and maintained at
the Offices (in whatever form or medium then maintained by
SELLER) pertaining to the Deposit Liabilities and Office Loans:

(i) originals or copies of signature cards, orders,
contracts, and agreements between SELLER and depositors
of the Offices and borrowers with respect to Office
Loans, and records of similar character; and

(ii) a trial balance listing of records of account; and

(iii) all other miscellaneous records, statements and other
data and materials maintained by SELLER relative to any
Deposit Liabilities being assumed by BUYER and Office
Loans being acquired by BUYER; and

(e) assign, transfer, and deliver to BUYER such safe deposit and
safekeeping files and records (in whatever form or medium then
maintained by SELLER) pertaining to the safe deposit business of
the Offices transferred to BUYER hereunder as exist and are
available, together with the contents of the safe deposit boxes
maintained at the Offices, as the same exist as of the close of
business on the day immediately preceding the Closing Date
(subject to the terms and conditions of the leases or other
agreements relating to the same) and all securities and other
records, if any, held by the Offices for their customers as of
the close of business on the day immediately preceding the
Closing Date (subject to the terms and conditions of the
agreements or receipts relating to the same); and

(f) make available and transfer to BUYER on the Closing Date and
prior to the conclusion of the Closing any funds required to be
paid to BUYER pursuant to the terms of this Agreement; and

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(g) execute, acknowledge and deliver to BUYER all certificates and
other documents required to be delivered to BUYER by SELLER at
the Closing pursuant to the terms of this Agreement; and

(h) assign by endorsement substantially in a form as provided in
SCHEDULE M attached hereto, transfer and deliver to BUYER the
contract, promissory note or other evidence of indebtedness
related to the Office Loans together with the loan file and
records (in whatever form or medium then maintained by SELLER)
pertaining to such Office Loans; and

(i) assign to BUYER all SELLER's rights in and to the Assumed
Contracts which are assignable and which constitute part of the
Assets.

6.03 BUYER'S ACTIONS AT THE CLOSING. At the Closing (unless another time
is specifically stated in Section 6.04 hereof), BUYER shall, with
respect to the Offices:

(a) execute, acknowledge, and deliver to SELLER, to evidence the
assumption of the liabilities and obligations of SELLER by BUYER
hereunder, an instrument of assumption in the form set forth in
SCHEDULE N, and SELLER shall then accept, execute, and
acknowledge such instrument. Copies of such instrument may be
recorded in the public records at the option of either party
hereto. The execution and acknowledgment of such instrument
shall not be deemed to be a waiver of any rights or obligations
of any party to this Agreement;

(b) receive, accept and acknowledge delivery of all Assets, and all
records and documentation relating thereto, sold, assigned,
transferred, conveyed or delivered to BUYER by SELLER hereunder
and BUYER shall be responsible for coordinating with the title
companies to effectuate the recording of Limited Warranty Deeds
on

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or after Closing and securing gap title insurance coverage in
the event the Limited Warranty Deeds are recorded post-closing;
and

(c) execute and deliver to SELLER such written receipts for the
Assets, properties, records, and other materials assigned,
transferred, conveyed, or delivered to BUYER hereunder as SELLER
may reasonably have requested at or before the Closing;

(d) pay to SELLER on the Closing Date and prior to the conclusion of
the Closing any funds required to be paid to SELLER at the
Closing pursuant to the terms of this Agreement;

(e) execute, acknowledge and deliver to SELLER all Certificates and
other documents required to be delivered to SELLER by BUYER at
the Closing pursuant to the terms hereof; and

(f) execute, acknowledge and deliver to SELLER an agreement wherein
BUYER assumes obligations with respect to the Third Party Lease
and Assumed Contracts and the IRA's for all periods following the
Closing Date with respect thereto.

6.04 METHODS OF PAYMENT. Subject to the adjustment procedures set forth in
this Section 6.04, the transfer of the funds, if any, due to BUYER or
to SELLER, as the case may be, as set forth pursuant to the terms of
Section 1.04(a) hereof, shall be made on the Closing Date in
immediately available United States Federal Funds. At least two
business days prior to the Closing, SELLER and BUYER shall provide
written notice to one another indicating the account and bank to which
such funds shall be wire transferred. In order to facilitate the
Closing, the parties agree: (i) that the amount of funds transferred
on the Closing Date, pursuant to Section 1.04(a) hereof, shall be
computed based upon (a) the aggregate book value plus accrued interest
of the Office Loans as of the close of business on a day to be agreed
between the parties, not more than three (3) business days preceding
the Closing

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Date, (b) cash on hand at the Offices as of the close of business
on a day to be agreed between the parties, not more than three (3)
business days preceding the Closing Date, and (c) the aggregate
balance of all Deposit Accounts (including interest posted or
accrued to such accounts and Individual Retirement Accounts which
have become IRAs as a result of the written appointment of BUYER
as the successor custodian and the failure of the account holders
to object to such appointment) as of the close of business on a
day to be agreed between the parties, not more than three (3)
business days preceding the Closing Date, and the parties shall
execute a Preliminary Closing Statement in substantially the form
set forth in SCHEDULE P attached. Furthermore, within ten (10)
business days after the Closing, the parties shall make appropriate
post-closing adjustments, consistent with the provisions of
Section 1.04 hereof, based upon actual Deposit Accounts as of the
Closing Date, Office Loans as of the Closing Date, and cash
transactions which took place on the Closing Date or which took
place prior to the Closing Date but which were not reflected in the
Preliminary Closing Statement, and shall execute the Final Settlement
Statement in substantially the form set forth in SCHEDULE Q. In
addition, prorations of prepaid and deferred income and expenses that
cannot be reasonably calculated at the Closing shall be settled and
paid based on actual amounts and calculations as soon as possible
after the Closing.

6.05 AVAILABILITY OF CLOSING DOCUMENTS. The documents proposed to be used
and delivered at the Closing shall be made available for examination
by the respective parties not later than 12:00 noon, New Orleans time,
on the tenth Business Day prior to the Closing Date.

6.06 EFFECTIVENESS OF CLOSING. Upon the satisfactory completion of the
Closing, which does not include and shall not require completion of
the adjustment and proration arrangements set forth in Section 6.04,
the Acquisition shall be deemed to be effective and the Closing shall
be deemed to have occurred.

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7. CERTAIN TRANSITIONAL MATTERS.

7.01 TRANSITIONAL ACTION BY BUYER. After the Closing, unless another time
is otherwise indicated:

(a) BUYER shall: (i) pay in accordance with the law and customary
banking practices and applicable Deposit Account contract terms,
all properly drawn and presented checks, negotiable orders of
withdrawal, drafts, debits, and withdrawal orders presented to
BUYER by mail, over the counter, through electronic media, or
through the check clearing system of the banking industry, by
depositors of the Deposit Accounts assumed by BUYER hereunder,
whether drawn on checks, negotiable orders or withdrawal, drafts,
or withdrawal order forms provided by BUYER or SELLER; and
(ii) in all other respects discharge, in the usual course of the
banking business, the duties and obligations of SELLER with
respect to the balances due and owing to the depositors whose
Deposit Accounts are assumed by BUYER hereunder; PROVIDED,
HOWEVER, that any obligations of BUYER pursuant to this Section
7.01 to honor checks, negotiable orders of withdrawal, drafts,
and withdrawal orders on forms provided by SELLER and carrying
its imprint (including its name and transit routing number) shall
not apply to any checks, drafts, withdrawal orders, or returned
items (i) presented to BUYER more than one hundred eighty (180)
days following the Closing Date, or (ii) on which a stop payment
has been requested by the deposit customer. BUYER shall submit
and file any required reports on IRS Form 1099 with respect to
interest accrued on Deposit Liabilities after the Closing Date.
The provisions of this subsection 7.01(a) shall in no way limit
BUYER's duties or obligations arising under Section 1.03(b)
hereof.

(b) BUYER shall, (i) not earlier than the later of the time of
procurement of all regulatory approvals required for consummation
of the transaction contemplated by this Agreement or the Merger
or (ii) nor later than ten days prior to the Closing Date, notify
all depositors of the Offices by letter, acceptable to SELLER,
produced in, if

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appropriate, several similar, but different forms calculated
to provide necessary and specific information to the owners of
particular types of accounts, of BUYER's pending assumption of
the Deposit Liabilities hereunder, and, in appropriate
instances, notify depositors that on and after the Closing
Date certain SELLER deposit-related services and/or SELLER's
debit card and automatic teller machine services impacted by
the transactions contemplated by this Agreement, will be
terminated. As an enclosure to such notices, BUYER may, and
no later than the Closing Date BUYER shall, furnish
appropriate depositors with brochures, forms and other written
materials related or necessary to the assumption of the
Deposit Accounts by BUYER and the conversion of said accounts
to BUYER accounts, including the provision of checks to
appropriate depositors using the forms of BUYER with
instructions to such depositors to utilize such BUYER checks
after the Closing Date and thereafter to destroy any unused
checks on SELLER's forms. The expenses of the printing,
processing and mailing of such letter notices and providing
new BUYER checks and other forms and written materials to
appropriate customers shall be borne by BUYER. Before
Closing, except as provided in this paragraph, BUYER will not
contact customers of the Offices except as may occur in
connection with advertising or solicitations directed to the
public generally or in the course of obtaining the requisite
regulatory approvals of the transaction. Anything to the
contrary herein notwithstanding, BUYER shall provide, at no
cost to SELLER, any and all notices, communications, and
filings which may be required by law, regulation, or
otherwise, relating to any changes in terms and other matters
relating to the Deposit Accounts and the Office Loans
occurring subsequent to the Closing Date. Any and all such
notices, communications, and filings which may be required to
be provided prior to the Closing Date shall be submitted on a
timely basis for review by SELLER and shall be subject to the
written approval of SELLER prior to delivery to any third
party.

(c) BUYER shall promptly pay to SELLER an amount equivalent to the
amount of any checks, negotiable orders of withdrawal, drafts,
withdrawal orders, or returned items (net of the applicable
Acquisition Consideration paid by BUYER with respect to the
Deposit Liabilities represented by any such instrument) credited
as of the close of

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business on the Closing Date to a Deposit Account assumed by
BUYER hereunder which are returned uncollected to SELLER after
the Closing Date. The foregoing shall include an amount
equivalent to holds placed upon such deposit account for items
cashed by SELLER as of the close of business on the Closing
Date.

(d) All tasks and obligations concerning the provision of data
processing services to or for the Offices after the Closing,
other than those specifically set forth in, and to the extent
assumed by SELLER pursuant to, Section 7.02(b) herein, if any,
are the sole and exclusive responsibility of, and shall be
performed solely and exclusively by, BUYER.

(e) BUYER shall, not later than the close of business on the business
day immediately following the Closing Date, supply suitable
government-backed securities as security for any deposits of
governmental units included among the Deposit Liabilities for
which SELLER had provided similar security.

(f) BUYER shall, as soon as practicable but not more than 10 business
days after the Closing Date, prepare and transmit at BUYER's
expense to each of the obligors on Office Loans transferred to
BUYER pursuant to this Agreement a notice to the effect that the
loan has been transferred and directing that payment be made to
BUYER at the address specified by BUYER, with BUYER's name as
payee on any checks or other instruments used to make payments,
and, with respect to such loan on which a payment notice or
coupon book has been issued, to issue a new notice or coupon book
reflecting the name and an address of BUYER as the person to whom
and place at which payments are to be made.

(g) If the balance due on any Office Loan transferred to BUYER
pursuant to this Agreement has been reduced by SELLER as a result
of a payment by check or draft received prior to the close of
business on the Closing Date, which item is returned unpaid to
SELLER after the day immediately preceding the Closing Date, the
asset

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value represented by the loan transferred shall be
correspondingly increased and an amount in cash equal to such
increase shall be promptly paid by BUYER to SELLER.

(h) BUYER shall use its best efforts to cooperate with SELLER in
assuring an orderly transition of ownership of the Assets and
responsibility for the liabilities, including the Deposit
Liabilities, assumed by BUYER hereunder.

(i) BUYER hereby grants to SELLER and its contractors access to the
Offices until 5:00 P.M. local time on the day following the
Closing Date, or such other later date and time as the parties
may agree, at no cost or expense to SELLER, for conduct of
activities consistent with this Agreement in conjunction with the
transactions contemplated hereby.

(j) The duties and obligations of Buyer in this section 7.01 shall
survive the Closing.

7.02 TRANSITIONAL ACTIONS BY SELLER. After the Closing, unless another
time is otherwise indicated:

(a) SELLER shall use its best efforts to cooperate with BUYER in
assuring an orderly transition of ownership of the Assets and
responsibility for the liabilities, including the Deposit
Liabilities, assumed by BUYER hereunder. SELLER shall provide
final statements as of the Closing Date, in conjunction with
appropriate Deposit Liabilities, with interest and service
charges pro-rated to the Closing Date. SELLER shall submit and
file any required reports on IRS Form 1099 with respect to
interest accrued on Deposit Liabilities through the Closing Date.

(b) SELLER's sole and exclusive responsibilities concerning the
provision of data processing services to or for the Deposit
Accounts of the Offices after the Closing Date, if any, shall be
as set forth in this Section 7.02(b). As soon as practicable

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following the date of this Agreement, SELLER shall provide BUYER
with applicable product functions and specifications relating to
the data processing support required for the Deposit Accounts,
Office Loans, and safe deposit business (if such data processing
support currently is provided with respect to such business)
maintained at the Offices (such Deposit Accounts, Office Loans
and safe deposit business, if applicable, hereinafter called the
"Accounts"). As soon as practicable following the date of this
Agreement, SELLER shall provide to BUYER file formats relating to
the Accounts and up to three (3) sets of test tapes related to
the Accounts in generic form which are machine readable on IBM
(or IBM compatible) equipment or which shall be on eighteen track
3480 cartridges (non-compressed data) or on nine channel 6250
B.P.I. EBCDIC formatted tape. By not later than 10:00 A.M. local
time on the day immediately following the Closing Date, SELLER
shall make the foregoing documents and materials available for
pick-up by BUYER at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Operations Center"). BUYER shall review and analyze
such materials including, but not limited to, the file formats
and test tapes, and shall advise SELLER in writing of any defects
or concerns relating thereto not later than 10 business days
following receipt thereof.

(c) Prior to the Closing Date, SELLER shall cooperate with BUYER, at
BUYER's expense and at no expense to SELLER, in making
Transferred Employees available at reasonable times for whatever
program of training BUYER deems advisable; PROVIDED, HOWEVER,
that BUYER shall conduct such training program in a manner that
does not materially interfere with or prevent the performance of
the normal duties and activities of such Transferred Employees.
BUYER shall make request of SELLER for training opportunities
prior to the Closing Date, which request shall specify the time,
duration and place of such training, and which must be approved
by SELLER.

(d) SELLER shall cooperate with BUYER, at no expense to SELLER, to
make provision for the installation of teller and platform
equipment in the Offices subject to approval

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by SELLER; PROVIDED, HOWEVER, that BUYER shall arrange for the
installation and placement of such equipment at such times and
in a manner that does not significantly interfere with the
normal business activities and operation of SELLER or the
Offices.

(e) SELLER shall resign as custodian of each ▇▇▇ account maintained
at the Offices and assign the custodianship of such accounts to
BUYER upon Closing subject to receipt of applicable customer
consents and other provisions of this Agreement including the
provisions of section 8.10 hereof.

(f) SELLER shall terminate its ATM/debit card service effective as of
close of business on the business day preceding the Closing Date
or such other date and time as SELLER and BUYER may agree. Such
terminations will be preceded by the notice described in Section
7.01(b) herein. SELLER shall have no obligation with respect to
conversion or change over with respect to direct deposit or
payroll and retirement payments service relating to the Deposit
Accounts following the Closing and, further, BUYER shall assume
all responsibility and liability with respect thereto following
the Closing. For a period ending on the earlier of 90 days
following the Closing Date or five days prior to the conversion
of SELLER's systems to systems of BANC ONE CORPORATION or any of
its affiliates ("the Conversion"), SELLER will receive incoming
ACH items and forward them to Buyer by electronic file
transmission and SELLER will intercept incoming wires and forward
them to Buyer through the Federal Reserve wire system the same
day received. To facilitate electronic file transmission, BUYER
shall at no expense to SELLER obtain compatible software and
networking capabilities with the Network Banker system. Fees
payable to any third party, including the Federal Reserve System,
shall be paid by Buyer. Deposits and Loan payments related to
the accounts sold (i) received by mail, ATM or other means other
than ACH or wire, will be forwarded to Buyer the next day, and
(ii) will not be accepted if attempted to be made in person.

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(g) As of the opening of business on the first business day after the
Closing Date, SELLER and BUYER shall provide the appropriate
Federal Reserve Bank (the "FRB") with all information necessary
in order to expedite the clearing and sorting of all checks,
drafts, instruments and other commercial paper relative to the
Deposit Liabilities and/or the Office Loans (hereinafter
collectively referred to as "Paper Items"). BUYER shall bear all
charges and costs imposed by the Federal Reserve in connection
with the reassignment of account number ranges for sorting the
Paper Items.

If the Federal Reserve and/or any other regional or local
clearinghouse for negotiable instruments fails, refuses or is
unable to direct sort such Paper Items for delivery to BUYER
with the result that such Paper Items are presented to SELLER,
on each business day following the Closing and continuing
until the earlier of ninety (90) days after the Closing or the
Conversion, SELLER will make available to BUYER for pick up at
the Operations Center at 12:00, noon on the next business day,
all of the Paper Items which are received by SELLER from the
FRB and/or any regional or local clearinghouse on the prior
business day. SELLER shall also electronically transmit to
BUYER by 5:00 a.m. each business day information relating to
checks received by SELLER on the prior business day. At the
same ▇▇▇▇ ▇▇▇▇▇▇ delivers physical custody of Paper Items to
BUYER, SELLER shall also make available to BUYER information
and records, including but not limited to systems printouts,
concerning such Paper Items and concerning incoming Automated
Clearing House items ("ACH items") as well as outstanding
Automatic Teller Machine ("ATM") transactions. Such
information and records, including but not limited to systems
printouts, will utilize the most recent account number
designated by SELLER for each of the Deposit Accounts and/or
the Office Loans. SELLER shall initiate appropriate
Notification of Change requests relating to appropriate
routing matters at the sole expense of BUYER until the earlier
of 90 days following the Closing Date or the Conversion. Each
business day SELLER will endeavor to see that the sum of (a)
the actual Paper Items provided to BUYER plus (b) all ACH
items and ATM

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transactions captured by SELLER in its information and records
balance with the sum of (c) the information and records,
including but not limited to systems printouts, provided by
SELLER relative to the Paper Items plus (d) the information
and records, including but not limited to systems printouts,
provided relative to the ACH items and ATM transactions
affecting the Deposit Accounts and/or the Office Loans.

Except as otherwise expressly noted, SELLER shall provide the
foregoing at no charge to BUYER for a period not to exceed ten
(10) days from the Closing Date except that BUYER shall pay any
charges assessed to SELLER by the FRB, a national or local
clearinghouse and/or SELLER's agent and/or processor to the
extent such assessments relate to the Deposit Accounts. BUYER
shall be responsible for pick up of the data to be provided by
SELLER and shall compensate SELLER for activity subsequent to the
referenced ten (10) day period in the amount of $50.00 per day
and $.25 per item.

SELLER and BUYER shall arrange for appropriate daily settlement
between the parties in order that the transmission of all monies
associated with the matters set forth in this Section 7.02(g)
might be effected promptly. BUYER shall establish and maintain a
settlement account with First National Bank of Commerce, or
another affiliate of BANC ONE CORPORATION acceptable to SELLER,
to facilitate the daily settlements.

SELLER shall not be liable to BUYER for any failure to provide
the data required by this Section 7.02(g) to the extent any such
failure results from causes beyond SELLER's control including
war, strike or other labor disputes, acts of God, errors or
failures of the FRB, and/or a participating regional or local
clearinghouse, or equipment failure or other emergency wherein
SELLER and/or its agent processor has been unable to process in
clearings from the FRB or such clearinghouse.

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(h) SELLER shall, not earlier than the time of procurement of all
regulatory approvals required for consummation of the transaction
contemplated by this Agreement nor later than twenty days prior
to the Closing Date (or such longer period as may be required by
law), notify all depositors of the Offices and all borrowers of
any Office Loan by letter acceptable to BUYER, produced in, if
appropriate, several similar, but different forms calculated to
provide necessary and specific information to the owners of
particular types of accounts and/or loans, of BUYER's pending
assumption of the Deposit Liabilities and acquisition of the
Office Loans hereunder, and, in appropriate instances, notify
depositors that on and after the Closing Date certain SELLER
deposit-related services and/or SELLER's debit card and automatic
teller machine services, will be terminated. The expenses of the
printing, processing and mailing of such letter notices shall be
borne by SELLER. Anything to the contrary herein notwithstanding,
nothing in this Agreement shall be deemed to constitute an
assumption by SELLER of the duties and obligations of BUYER with
respect to the provision of applicable notices, communications,
and filings relating to changes in the terms of any Deposit
Accounts or Office Loans as set forth in this Agreement.

(i) For a period of sixty (60) days after the Closing Date, SELLER
will forward to BUYER, within two (2) business days of receipt,
loan payments received by SELLER with respect to the Office
Loans. BUYER will forward, within two (2) business days of
receipt payments received by BUYER with respect to any loans not
assigned to BUYER under this Agreement. BUYER and SELLER further
agree to refer customers to the offices of the other when such
customers present payments over the counter to the party not
holding their respective loan. BUYER shall reimburse SELLER
within 30 days of notice by SELLER to BUYER for any payments
tendered by borrowers which were credited to the outstanding
balance of any Office Loan prior to the Closing Date and which
are subsequently returned or otherwise withdrawn for any reason
and SELLER shall assign to BUYER any rights of SELLER to recovery
of such payments as against the relevant borrower.

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(j) The duties and obligations of the parties in this section 7.02
shall survive the Closing; provided, however, that SELLER shall have no
obligation to take any action or furnish any service for the benefit of, or in
favor of, any third party, unless such third party is a permitted assignee of
BUYER pursuant to Section 10.06 hereof.

7.03 OVERDRAFTS AND TRANSITIONAL ACTION. Overdrafts paid on the Deposit
Accounts with respect to ledger dates after the Closing Date will be
the responsibility and risk of BUYER. Overdrafts approved with
respect to ledger dates prior to the Closing Date will be the
responsibility and risk of SELLER.

7.04 ATMS AND DEBIT CARDS

(a) SELLER shall provide to BUYER no later than sixty (60) days prior
to the Closing Date, a test tape, along with a file format or
file layout and a production tape thirty (30) days before the
Closing Date, containing customer name, card number, withdrawal
limits, the Deposit Accounts activated by, accessible to or
committed to such cards, issue dates and/or open dates, last
transaction dates, and expiration dates as to all ATM and debit
cards issued to customers of the SELLER for the Offices. SELLER
shall cause its ATM processor to deactivate the operation of the
SELLER ATM and debit cards completely or to deactivate or
disconnect the Deposit Accounts from such SELLER ATM and debit
cards no later than the business day cutoff on the date prior to
the Closing Date so that all activity generated by the SELLER ATM
and debit cards shall have settled prior to the Closing Date.
All transactions and activity related to the SELLER ATM and debit
cards following the Closing Date which are received or forwarded
to SELLER will be accepted and forwarded by SELLER to BUYER along
with all corresponding funds. SELLER thereafter agrees to
immediately notify its processor to deactivate such ATM and debit
cards and to forward all transactions related thereto directly to
BUYER.

(b) SELLER agrees to deactivate the ATMs located at the Offices on or
before the business day cutoff on the day prior to the Closing
Date. Thereafter, BUYER shall

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reconfigure the ATMs to its standards for activation after the
business day cutoff on the Closing Date.

(c) BUYER and SELLER agree to cooperate with each other to assure
that all transactions originated through the ATM or originated
with the ATM Cards prior to or on the Closing Date shall be for
the account of SELLER and all transactions originated after the
Closing Date shall be for the account of BUYER. A post closing
adjustment shall be made in the manner set forth in Section 6.04
hereof to reflect all such transactions which cannot be
reasonably calculated as of the Closing.

7.05 ENVIRONMENTAL MATTERS.

(a) SELLER has provided to BUYER, and BUYER hereby acknowledges
receipt of, copies of such environmental studies, reports and
audits, including but not limited to, Phase I environmental site
assessments (the "Phase I Assessments" herein), if any, that are
in its possession for any Owned Real Estate. BUYER shall have
the right, but not the obligation, at its sole cost and expense,
to cause Phase I Assessments to be conducted as it deems
necessary to determine whether there has been any soil, surface
water, groundwater, or building space contamination on or under
the Owned Real Estate.

(b) If such environmental studies, reports, audits or Phase I
Assessments reasonably indicate the necessity or desirability of
further investigation to determine whether or not an
Environmental Hazard exists at such Owned Real Estate, BUYER
shall notify SELLER in writing, not later than thirty (30) days
after the signing of this Agreement, of BUYER's desire to have
an environmental consultant selected by SELLER (the
"ENVIRONMENTAL CONSULTANT"), to the extent reasonable and
appropriate, conduct Phase II environmental site assessments
(the "Phase II Assessments" herein). Any such further
investigation or testing shall be conducted in such a manner so
as not to interfere with the normal operation of the Office(s)
involved. All

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such Phase II Assessments shall be treated as information
subject to Section 8.01 of this Agreement, shall be completed
not less than sixty (60) days after the signing of this
Agreement, and shall be conducted at no cost or expense to
SELLER. Further, BUYER shall indemnify and hold harmless
SELLER and its affiliates and its and their employees,
officers, directors, agents, tenants, and landlords from and
against any and all liability, loss, cost, and expense,
however arising, including attorney fees, as a direct or
indirect result of any injuries to persons or property
occurring in conjunction with conduct of the Phase II
Assessments.

(c) SELLER shall have a period of 10 business days from receipt of
such notice to elect, at its sole option, to consent to conduct
of the Phase II Assessment or to terminate this Agreement with
respect to the relevant Office which is the proposed subject of
the Phase II Assessment (the "Removed Office") and any and all
assets and liabilities associated therewith. In the event of such
termination, if the Removed Office is the only Office which is
the subject of this Agreement, this Agreement shall be deemed
terminated in accordance with Section 9.01 herein and the Deposit
described in Section 10.15 shall be refunded to BUYER. In the
event of such termination where the Removed Office is not the
only Office which is the subject of this Agreement, this
Agreement shall remain in full force and effect except that the
Removed Office and any and all assets and liabilities associated
therewith shall be deemed not the subject of this Agreement and
eliminated therefrom.

(d) In the event that the Phase II Assessment is conducted and the
Environmental Consultant discovers an Environmental Hazard during
any such Phase II Assessment at any single parcel of Owned Real
Estate, the remediation of which, in the reasonable judgment of
the Environmental Consultant, is or would be the responsibility
of SELLER, or BUYER should it acquire such Owned Real Estate, and
will result in projected remediation costs of $100,000 or more
for such single parcel of Owned Real Estate, BUYER, in its sole
discretion, may either (x) buy such Owned Real Estate pursuant to
Section 1.03 hereof, or (y) lease from SELLER such single

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parcel of Owned Real Estate pursuant to a Lease Agreement which
shall provide as follows:

(i) Such Lease Agreement shall be for a term of three (3)
years from the Closing Date, with no obligation or right
to renew (it being the intention of SELLER that BUYER
locate an alternative branch site during such three years
unless remediation occurs pursuant to this Section 7.05),
at a rental equal to a fair market rental value;

(ii) SELLER may sell such Owned Real Estate to any person at
any time during the term of such Lease Agreement, subject
to such Lease Agreement, for a price;

(iii) During the term of such Lease Agreement, in the event
that SELLER shall deliver to BUYER a report of a
qualified environmental engineer or consultant certifying
that the Environmental Hazard, at or on any such parcel
of Owned Real Estate which is the subject of the Lease
Agreement, has been remediated to the extent reasonably
required under applicable Environmental Laws, BUYER shall
be required to purchase such parcel of Owned Real Estate
at the net book value as of the close of business of the
month-end day most recently preceding the Closing Date;
and

(iv) Other terms and conditions of the Lease Agreement shall
be typical to branch leases in the relevant market of the
subject Owned Real Estate and as negotiated between
SELLER and BUYER.

If the projected remediation cost is less than $100,000 for any
single parcel of Owned Real Estate, BUYER shall acquire such parcel
and such cost shall be borne by BUYER without indemnity, price
adjustment, or set off under this Agreement, and BUYER shall be
deemed to have waived any and all claims against SELLER and its
affiliates and its and their officers, directors,

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employees, or arising directly or indirectly as a result of the
Environmental Hazards with respect to such parcel.

(e) BUYER agrees that it and the Environmental Consultant shall
conduct any Phase II Assessments or other investigations pursuant
to this Section with reasonable care and subject to customary
practices among environmental consultants and engineers,
including, without limitation, following completion thereof, the
restoration of any site to the extent practicable to its
condition prior to such site assessment or investigation and the
removal of all monitoring ▇▇▇▇▇.

(f) Any lease of a parcel of Owned Real Estate pursuant to this
Section 7.05 shall in no way affect the transfer of any related
assets or liabilities, other than such parcel of Owned Real
Estate, to the BUYER at the Closing.

(g) For purposes of this Section 7.05, the term "Environmental Law"
shall mean any Federal or state law, statute, rule, regulation,
code, order, judgment, decree, injunction, or agreement with any
Federal or state governmental authority, (x) relating to the
protection, preservation, or restoration of the environment
(including, without limitation, air, water, vapor, surface water,
groundwater, drinking water supply, surface land, subsurface
land, plant and animal life or any other natural resource) or to
human health or safety or (y) the exposure to, or the use,
storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release or disposal
of hazardous substances, in each case as amended and now in
effect. Environmental Laws include, without limitation, the
Clean Air Act (42 U.S.C. section 7401 et seq.); the Comprehensive
Environmental Response Compensation and Liability Act (42 U.S.C.
section 9601 et seq.); the Federal Water Pollution Control Act
(33 U.S.C. section 1251 et seq.); the Occupational Safety and
Health Act (29 U.S.C. section 651 et seq.); provided, however,
that the definition of "Environmental Law" shall not include any
Federal or state law, statute, rule,

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regulation, code, order, judgment, decree, injunction or
agreement with any governmental authority relating to asbestos
or asbestos-containing materials.

(h) For purposes of this Section 7.05, the term "Environmental
Hazard" shall mean the presence of any Hazardous Substance in
violation of, and reasonably likely to require material
remediation costs under, applicable Environmental Laws; provided,
however, that the definition of Environmental Hazard shall not
include friable asbestos and asbestos-containing materials.

(i) For purposes of this Section 7.05, the term "Hazardous Substance"
shall mean any substance, whether liquid, solid, or gas, (a)
listed, identified or designated as hazardous or toxic to a level
which requires remediation under any Environmental Law; (b)
which, applying criteria specified in any Environmental Law, is
hazardous or toxic; or (c) the use or disposal of which is
regulated under Environmental Law.

7.06 EFFECT OF TRANSITIONAL ACTION. Except as and to the extent expressly
set forth in this Article 7, nothing contained in this Article 7 shall
be construed to be an abridgment or nullification of the rights,
customs and established practices under applicable banking laws and
regulations as they affect any of the matters addressed in this
Article 7.

8. GENERAL COVENANTS AND INDEMNIFICATION.

8.01 CONFIDENTIALITY OBLIGATIONS OF BUYER. From and after the date hereof,
BUYER and its affiliates and parent company shall treat all
information received from SELLER concerning the business, assets,
operations, and financial condition of SELLER and its affiliates and
its and their customers (including without limitation the Offices), as
confidential, unless and to the extent that BUYER can demonstrate that
such information was already known to BUYER and its affiliates, if
any, or in the public domain or received from a third person not known
by BUYER to be under any obligation to SELLER; and BUYER shall not use
any such information (so required to be treated as confidential) for
any purpose except in

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furtherance of the transactions contemplated hereby. Upon the
termination of this Agreement, BUYER shall, and shall cause its
affiliates, if any, to, promptly return all documents and
workpapers containing, and all copies of, any such information (so
required to be treated as confidential) received from or on behalf
of SELLER in connection with the transactions contemplated hereby.
The covenants of BUYER contained in this Section 8.01 are of the
essence and shall survive any termination of this Agreement, but
shall terminate at the Closing, if it occurs, with respect to any
information that is limited solely to the activities and
transactions of the Offices; PROVIDED, HOWEVER, that neither BUYER
nor any of its affiliates shall be deemed to have violated the
covenants set forth in this Section 8.01 if BUYER shall in good
faith disclose any of such confidential information in compliance
with any legal process, order or decree issued by any court or
agency of government of competent jurisdiction. It is expressly
acknowledged by SELLER that all information provided to BUYER
related to this purchase and assumption transaction may be provided
to BUYER's affiliates as necessary for the purpose of consummating
the transaction which is the subject of this Agreement subject to
compliance with the foregoing restrictions.

8.02 CONFIDENTIALITY OBLIGATIONS OF SELLER. From and after the date
hereof, SELLER, its affiliates and its parent corporation shall treat
all information received from BUYER concerning BUYER's business,
assets, operations, and financial condition as confidential, unless
and to the extent SELLER can demonstrate that such information was
already known to SELLER or its affiliates or in the public domain, and
SELLER shall not use any such information (so required to be treated
as confidential) for any purpose except in furtherance of the
transactions contemplated hereby. Upon the termination of this
Agreement, SELLER shall promptly return all documents and workpapers
containing, and all copies of, any such information (so required to be
treated as confidential) received from or on behalf of BUYER in
connection with the transactions contemplated hereby. The covenants
of SELLER contained in this Section 8.02 are of the essence and shall
survive any termination of this Agreement; PROVIDED, HOWEVER, that
SELLER nor any of its affiliates shall be deemed to have violated the
covenants set forth in this Section 8.02 if

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SELLER shall in good faith disclose any of such confidential
information in compliance with any legal process, order or decree
issued by any court or agency of government of competent
jurisdiction. It is expressly acknowledged by BUYER that all
information provided to SELLER related to this purchase and
assumption transaction may be provided to BANC ONE CORPORATION and
SELLER's affiliates for the purpose of consummating the transaction
which is the subject of this Agreement. The covenants and
obligations of SELLER hereunder shall survive the Closing and any
earlier termination of this Agreement.

8.03 INDEMNIFICATION BY SELLER. From and after the Closing Date, SELLER
shall indemnify, hold harmless, and defend BUYER from and against all
losses and liabilities, including reasonable attorneys' fees and
expenses, arising out of any actions, suits, or proceedings commenced
prior to the Closing (other than proceedings to prevent or limit the
consummation of the Acquisition) relating to operations at the Offices
and/or the Deposit Liabilities of the Offices. The obligations of
SELLER under this Section 8.03 shall be contingent upon BUYER giving
SELLER written notice (i) of receipt by BUYER of any process and/or
pleadings in or relating to any actions, suits, or proceedings of the
kinds described in this Section 8.03, including copies thereof, and
(ii) of the assertion of any claim or demand relating to the operation
of the Offices and/or the Deposit Liabilities or Office Loans prior to
the Closing, including, to the extent known to BUYER, the identity of
the person(s) or entity(ies) asserting such claim or making such
demand and the nature thereof, and including copies of any
correspondence or other writings relating thereto. The rights of BUYER
under this section shall not apply to any suits, judgments, demands,
set-offs, or other claims arising directly or indirectly in
conjunction with the Office Loans or other Assets transferred in
accordance with this Agreement except claims for personal injury
arising from injuries occurring at the Offices prior to the Closing.
All notices required by the preceding sentence shall be given within
fifteen days of the receipt by BUYER of any such process or pleadings
or any oral or written notice of the assertion of any such claims or
demands. SELLER shall have the right, subject to the provisions of
Section 8.05 hereof, to take over BUYER's defense in any such actions,
suits, or proceedings through counsel

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selected by SELLER, to compromise and/or settle the same and to
prosecute any available appeals or reviews of any adverse judgment
or ruling that may be entered therein. The covenants and
obligations of SELLER hereunder shall survive the Closing.

8.04 INDEMNIFICATION BY BUYER. From and after the Closing Date, BUYER
shall indemnify, hold harmless and defend SELLER from and against all
claims, losses, liabilities, demands and obligations, including
without limitation reasonable attorneys' fees and operating expenses
which SELLER may receive, suffer, or incur in connection with (i) any
losses incurred by SELLER related to SELLER's compliance with
instructions from BUYER made pursuant to Section 7.04 of this
Agreement and not related to any negligence or malfeasance on the part
of SELLER and (ii) operations and transactions occurring after the
Closing and which involve the Assets transferred, the Deposit
Liabilities or Office Loans and the other obligations and liabilities
assumed pursuant to this Agreement. The obligations of BUYER under
this Section 8.04 shall be contingent upon SELLER giving BUYER written
notice (i) of the receipt by SELLER of any process and/or pleadings in
or relating to any actions, suits or proceedings of the kinds
described in this Section 8.04, including copies thereof, and (ii) of
the assertion of any claim or demand relating to the Assets
transferred to and/or the Deposit Liabilities or Office Loans and the
other obligations and liabilities assumed by BUYER on or after the
Closing, including, to the extent known to SELLER, the identity of the
person(s) or entity(ies) asserting such claim or making such demand
and the nature thereof, and including copies of any correspondence or
other writings relating thereto. All notices required by the
preceding sentence shall be given within fifteen (15) days of the
receipt by SELLER of any such process or pleadings or any oral or
written notice of the assertion of any such claims or demands. BUYER
shall have the right, subject to the provisions of Section 8.05
hereof, to take over SELLER's defense in any such actions, suits, or
proceedings through counsel selected by BUYER, to compromise and/or
settle the same and to prosecute any available appeals or review of
any adverse judgment or ruling that may be entered therein. The
covenants and obligations of BUYER hereunder shall survive the
Closing.

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8.05 CLAIMS FOR INDEMNITY.

(a) A claim for indemnity under Sections 8.03 or 8.04 of this
Agreement may be made by the claiming party by the giving of
written notice thereof to the other party.

(b) Promptly after receipt by either party of notice of the assertion
of any claim or the commencement of any action, suit or
proceeding with respect to which a claim for indemnification will
be made under this Agreement, such party (the "Indemnified
Party") shall give written notice thereof to the other party (the
"Indemnitor") and will thereafter keep the Indemnitor reasonably
informed with respect thereto, provided that failure of the
Indemnified Party to give the Indemnitor prompt notice as
provided herein shall not relieve the Indemnitor of its
obligations hereunder except to the extent, if any, it shall have
been materially prejudiced thereby. In case any such action,
suit or proceeding is brought against an Indemnified Party, the
Indemnitor shall be entitled to participate in (and, in its
discretion, to assume) the defense thereof with counsel
reasonably satisfactory to the Indemnified Party, provided,
however, that the Indemnified Party shall be entitled to
participate in any such action, suit or proceeding with counsel
of its own choice at the expense of the Indemnitor if, in the
good faith judgment of the Indemnified Party's counsel,
representation by the Indemnitor's counsel may present a conflict
of interest or that there may be defenses available to the
Indemnified Party which are different from or in addition to
those available to the Indemnitor. The Indemnitor will not
settle any claim, action, suit or proceeding which would give
rise to the Indemnitor's liability under its indemnity unless
such settlement includes as an unconditional term thereof the
giving by the claimant or plaintiff of a release of the
Indemnified Party, in form and substance satisfactory to the
Indemnified Party and its counsel, from all liability with
respect to such claim, action, suit or proceeding. If the
Indemnitor assumes the defense of any claim, action, suit or
proceeding as provided in this Section 4.1, the Indemnified Party
shall be permitted to join in the defense thereof with counsel of
its own selection and at its own expense. If the Indemnitor
shall not assume the defense of

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any claim, action, suit or proceeding, the Indemnified Party
may defend against such claim, action, suit or proceeding in
such manner as it may deem appropriate, provided that an
Indemnified Party shall not settle any claim, action, suit or
proceeding which would give rise to the Indemnitor's liability
under its indemnity without the prior written consent of the
Indemnitor, which consent shall not be unreasonably withheld.

8.06 SOLICITATION OF CUSTOMERS BY BUYER PRIOR TO CLOSING. At any time
prior to the Closing Date, BUYER will not, and will not permit any of
its affiliates, if any, to conduct any marketing, media or customer
solicitation campaign which is targeted to induce customers whose
Deposit Account liabilities are to be assumed or Office Loans are to
be acquired by BUYER pursuant to this Agreement to discontinue their
account or business relationships with SELLER or its affiliates.

8.07 SOLICITATION OF CUSTOMERS BY SELLER AFTER THE CLOSING. For a period
of six (6) months following the Closing Date, SELLER will not
knowingly solicit customers whose Deposit Liabilities or Office Loans
are assumed or acquired by BUYER pursuant to this Agreement (the
"Acquired Customers"), except as may occur in connection with (i)
advertising or solicitations directed to the public generally, (ii)
solicitations outside the Lafayette market area and (iii) customers or
borrowers with a banking or other relationship with SELLER or its
affiliates at offices other than in the Lafayette area, including
deposit or loan relationships, or who have or maintain more than one
place of business. The covenants and obligations of SELLER hereunder
shall survive the Closing. Notwithstanding the foregoing, nothing in
this Section 8.06 shall prohibit SELLER from soliciting Acquired
Customers as part of any general advertising or soliciting campaign if
such advertising or solicitation is not directed to, or focused on,
the Acquired Customers.

8.08 FURTHER ASSURANCES. From and after the date hereof, each party hereto
agrees to execute and deliver such instruments and to take such other
actions as the other party hereto may reasonably request in order to
carry out and implement this Agreement. Without limiting

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the foregoing, SELLER agrees to execute and deliver such deeds,
bills of sale, acknowledgments, and other instruments of conveyance
and transfer as, in the reasonable judgment of BUYER, shall be
necessary and appropriate to vest in BUYER the legal and equitable
title to the Assets of SELLER being conveyed to BUYER hereunder.
Further, BUYER and SELLER shall cooperate in order to prepare and
file, or cause to be prepared and filed, at the sole cost and
expense of BUYER with any appropriate third parties, any and all
documents and notices which are necessary and proper to transfer to
BUYER any security interests and other rights of SELLER in and to
collateral securing the Office Loans as promptly as practicable on
or after the Closing Date. SELLER shall cooperate with BUYER in
executing any necessary and proper documents and notices as may be
appropriate in furtherance of the foregoing covenant and consistent
with the terms of this Agreement provided, however, that nothing
contained herein shall relieve BUYER of its obligations as set
forth herein. The covenants and obligations of the parties
hereunder shall survive the Closing.

8.09 OPERATION OF THE OFFICES. Except as otherwise expressly provided in
this Agreement, after the Closing Date neither SELLER, its
subsidiaries, affiliates nor parent corporation shall be obligated to
provide for any managerial, financial, business, or other services to
the Offices, including without limitation any personnel, employee
benefit, data processing, accounting, risk management, or other
services or assistance that may have been provided to the Offices
prior to the close of business on the Closing Date, and BUYER shall
take such action as may in its judgment appear to be necessary or
advisable to provide for the ongoing operation and management of, and
the provision of services and assistance to, the Offices after the
Closing Date. Upon the Closing, BUYER shall change the legal name of
the Offices and, except for any documents or materials in possession
of the customers of the Offices (including but not limited to deposit
tickets and checks), shall not use and shall cause the Offices to
cease using any signs, stationery, advertising, documents, or printed
or written materials that refer to the Offices by any name that
includes the words "THE FIRST NATIONAL BANK OF LAFAYETTE", "FIRST
COMMERCE CORPORATION", "MARQUIS INVESTMENTS, L.L.C.", "FIRST MONEY,
L.L.C." or "BANK

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ONE" or the name of any affiliate of FIRST COMMERCE CORPORATION or
BANC ONE CORPORATION. Preceding the Closing, SELLER shall cooperate
with any reasonable requests of BUYER directed to obtaining
specifications for the procurement of new signs of BUYER's choosing
for installation by BUYER of new signs immediately following the
close of business on the Closing Date; PROVIDED, HOWEVER, that
BUYER's receipt of all sign specifications shall be obtained by
BUYER in a manner that does not significantly interfere with the
normal business activities and operations of the Offices and shall
be at the sole and exclusive expense of BUYER. As indicated in,
and as limited by, Section 1.02(c), SELLER will retain its signs
located at the Offices. If removed by BUYER in conjunction with
its installation of new signs, BUYER shall insure that said signs
are removed without damage to same. It is understood by the
parties hereto that, with the exception of the signs, all mounting
facilities for the signs shall be considered as Fixed Assets for
purposes of this Agreement. The covenants of the parties hereunder
shall survive the Closing.

8.10 INFORMATION AFTER CLOSING. Until the expiration of applicable legal
requirements for retention of the specific records, upon written
request of SELLER to BUYER or BUYER to SELLER, as the case may be,
such requested party shall provide the requesting party with
reasonable access to, or copies of, information and records relating
to the Offices which are then in the possession or control of the
requested party reasonably necessary to permit the requesting party or
any of its subsidiaries or affiliates to comply with or contest any
applicable legal, tax, banking, accounting, or regulatory policies or
requirements, or any legal or regulatory proceeding thereunder or
requests related to customer relationships at the Offices prior to
Closing. In the event of any such requests, the requesting party
shall reimburse the requested party for the reasonable costs of the
requested party related to such request. After such requirements
have expired, BUYER or SELLER, as the case may be, may destroy such
records unless within 15 days of the expiration of such requirement,
the BUYER or SELLER, as the case may be, requests that such records be
delivered at the requesting party's expense, to the requesting party.
The covenants and obligations of the parties hereunder shall survive
the Closing.

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8.11 INDIVIDUAL RETIREMENT ACCOUNTS. All IRAs related to the Offices that
shall not have become IRAs by the close of business on the 30th day
following the Closing shall not be assigned by SELLER to BUYER or
assumed by BUYER. SELLER may thereafter, at its option, elect to
retain such IRAs, advise the account holders that it has withdrawn its
resignation as custodian or transfer the amount in such IRAs to the
account holders.

8.12 NON-SOLICITATION OF EMPLOYEES. Except as otherwise provided in
Sections 4.01 through 4.04 herein, BUYER agrees that for a period of
six (6) months from the date of this Agreement, or for a period of six
(6) months from such date as this Agreement may be terminated pursuant
to Section 9 hereof, neither BUYER nor any of its subsidiaries or
affiliates will:

a) directly or indirectly solicit for employment or employ any
persons who are employees in the retail group of BANC ONE
CORPORATION, FIRST COMMERCE CORPORATION, SELLER or their
subsidiaries or affiliates; or

b) directly or indirectly solicit for employment or employ any
other persons who are employees of BANC ONE CORPORATION, FIRST
COMMERCE CORPORATION, SELLER or their subsidiaries or affiliates
on the date hereof and with whom BUYER has had contact or who
became known to BUYER solely in conjunction with any phase of the
transaction contemplated hereby, whether prior to execution of
this Agreement or subsequent thereto. As used solely in this
subsection 8.11(b), the term "solicit" shall not be deemed to
include general advertisements or general solicitations that are
not targeted or directed specifically to individuals who are
employees of SELLER or its subsidiaries or affiliates. Subject to
the prohibitions contained in subsection 8.11(a), nothing in this
section 8.11(b) shall prohibit BUYER or BUYER's affiliates or
subsidiaries from hiring a person covered by this subsection
8.11(b) who contacts BUYER on his or her own initiative (and not
in response to solicitation by BUYER in violation of this
section) or a person covered by this subsection 8.11(b) who is no
longer in the employ of BANC ONE CORPORATION,

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FIRST COMMERCE CORPORATION, SELLER or its subsidiaries or
affiliates at the time of such solicitation.

The obligations and covenants of BUYER hereunder shall survive the Closing
or any earlier termination of this Agreement pursuant to Section 9 hereof.

9. TERMINATION.

9.01 TERMINATION BY MUTUAL AGREEMENT. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned by mutual
consent of the parties authorized by a vote of a majority of the Board
of Directors (or by the vote of the Executive Committee of such Board,
if so empowered) of each of SELLER and BUYER.

9.02 TERMINATION BY SELLER. This Agreement may be terminated and the
transactions contemplated hereby abandoned by a vote of a majority of
the Board of Directors (or by the vote of the Executive Committee of
such Board, if so empowered) of SELLER:

(a) in the event of a material breach by BUYER of this Agreement; or

(b) in the event any of the conditions precedent specified in Section
5.01 of this Agreement has not been met as of the date required
by this Agreement and, if not so met, has not been waived by
SELLER; or

(c) in the event any regulatory approval for the consummation of the
Acquisition is denied by the applicable regulatory authority or
in the event that at any time prior to the Closing Date it shall
become reasonably certain to SELLER, with the advice of counsel,
that a regulatory approval required for consummation of the
Acquisition will not be obtained within a time reasonably
satisfactory to SELLER; or

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(d) on or after a date which is 180 calendar days following the date
of this Agreement, (the "Termination Date") if the Closing has
not then occurred unless the failure to consummate by such date
is due to a breach of this Agreement by SELLER; or

(e) at the option of SELLER in the event that BUYER enters into an
agreement or agreements, or intends to enter into an agreement or
agreements, providing for the merger, acquisition, or sale of
substantially all of the assets of BUYER or its parent company
such as would require prior regulatory approval under the Change
in Bank Control Act, as amended, or the Bank Holding Company Act
of 1956, as amended, or similar law or regulation.

(f) at the option of SELLER in the event that there is a material
adverse change in the financial condition or results of
operations of BUYER, or pending or threatened litigation or
claims with respect to the transactions contemplated by this
Agreement which, in the opinion of SELLER, may hinder or delay
the ability of the parties to consummate the transactions
contemplated by this Agreement.

(g) at the option of SELLER in the event that consents to the
transactions contemplated by this Agreement from such third
parties as SELLER may reasonably deem necessary or appropriate
are not available prior to the Closing Date without additional
cost or expense to SELLER, or in the event that releases of
SELLER by such third parties as SELLER may reasonably deem
necessary or appropriate are not available prior to the Closing
Date without additional cost or expense to SELLER.

9.03 TERMINATION BY BUYER. This Agreement may be terminated and the
transactions contemplated hereby abandoned by a vote of a majority of
the Board of Directors (or by the vote of the Executive Committee of
such Board, if so empowered) of BUYER:

(a) in the event of a material breach by SELLER of this Agreement; or

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(b) in the event any of the conditions precedent specified in Section
5.02 of this Agreement has not been met as of the date required
by this Agreement and, if not so met, has not been waived by
BUYER; or

(c) in the event any regulatory approval required for consummation of
the Acquisition is denied by the applicable regulatory authority
or in the event that at any time prior to the Closing Date it
shall become reasonably certain to BUYER, with the advice of
counsel, that a regulatory approval required for consummation of
the Acquisition will not be obtained; or

(e) on or after the Termination Date if the Closing has not then
occurred unless the failure to consummate by such time is due to
a breach of this Agreement by BUYER.

9.04 TERMINATION OF MERGER AGREEMENT. This Agreement shall terminate,
without the necessity for any action by either party, on the date of
any termination of the Merger Agreement.

9.05 EFFECT OF TERMINATION. The termination of this Agreement pursuant to
Sections 9.02 or 9.03 of this Article 9 shall not release any party
hereto from any liability or obligation to the other party hereto
arising from (i) a breach of any provision of this Agreement occurring
prior to the termination hereof or (ii) the failure of timely
satisfaction of conditions precedent to the obligations of a party to
the extent that such failure of timely satisfaction is attributable to
the actions or inactions of such party. The termination of this
Agreement pursuant to Section 9.04 shall relieve any party hereto from
any liability or obligation to the other party, other than expense
reimbursement obligations incurred by such party pursuant to express
provisions hereof.

10. MISCELLANEOUS PROVISIONS.

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10.01 EXPENSES. Except as and to the extent specifically allocated
otherwise herein, each of the parties hereto shall bear its own expenses,
whether or not the transactions contemplated hereby are consummated.

10.02 CERTIFICATES. All statements contained in any certificate
("Certificate") delivered by or on behalf of SELLER or BUYER pursuant to this
Agreement or in connection with the transactions contemplated hereby shall be
deemed to be representations and warranties of the party delivering the
Certificate hereunder. Each such Certificate shall be executed on behalf of the
party delivering the Certificate by duly authorized officers of such party.

10.03 TERMINATION OF REPRESENTATIONS AND WARRANTIES. The respective
representations and warranties of SELLER and BUYER contained or referred to in
this Agreement or in any Certificate, schedule, or other instrument delivered or
to be delivered pursuant to this Agreement shall terminate at the Closing,
except for:

(a) those representations and warranties contained in any Limited
Warranty Deeds delivered by SELLER to BUYER at the Closing;

(b) those representations and warranties contained in any ▇▇▇▇ of
sale relating to the Assets delivered by SELLER to BUYER at
Closing;

(c) those representations and warranties contained in any instrument
of assumption, any Third Party Lease or in any Certificate in the
forms of SCHEDULE I and SCHEDULE N, respectively, delivered by
BUYER to SELLER at the Closing;

(d) those representations and warranties contained in any Certificate
in the form of SCHEDULE K, delivered by SELLER to BUYER at the
Closing other than the representations set forth in paragraphs
(2) and (3) thereof; and

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(e) those representations and warranties contained in Section 3.01(q)
hereof and in any certificate in the form of Schedule S delivered
by SELLER to BUYER at Closing which shall survive through the
Office Loan Settlement Date.

10.04 WAIVERS. Each party hereto, by written instrument signed by duly
authorized officers of such party, may extend the time for the performance of
any of the obligations or other acts of the other party hereto and may waive,
but only as affects the party signing such instrument:

(a) any inaccuracies in the representations or warranties of the
other party contained or referred to in this Agreement or in any
document delivered pursuant hereto;

(b) compliance with any of the covenants or agreements of the other
party contained in this Agreement;

(c) the performance (including performance to the satisfaction of a
party or its counsel) by the other party of such of its
obligations set out herein; and

(d) satisfaction of any condition to the obligations of the waiving
party pursuant to this Agreement.

10.05 NOTICES. All notices and other communications hereunder may be
made by mail, hand-delivery or by courier service and notice shall be deemed
to have been given when received; provided, however, if notices and other
communications are made by nationally recognized overnight courier service
for overnight delivery, such notice shall be deemed to have been given one
business day after being forwarded to such a nationally recognized overnight
courier service for overnight delivery.

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IF TO SELLER:

The First National Bank of Lafayette
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President

WITH COPIES TO:

First Commerce Corporation
▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Administrative Officer

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III, Esq.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

IF TO BUYER:

IberiaBank
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and
Chief Executive Officer

WITH A COPY TO:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Elias, Matz, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

or such other person or address as any such party may designate by
notice to the other parties, and shall be deemed to have been given as of the
date received.

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10.06 PARTIES IN INTEREST: ASSIGNMENT; AMENDMENT. The rights and
obligations of each individual banking association which is a party hereto
shall be exclusively and individually binding upon, and shall inure
exclusively and individually to the benefit of, that banking association and
its respective permitted successors and assigns. Representations, warranties,
and covenants of SELLER contained herein shall be deemed made by the
appropriate respective banking association which is the owner of the
respective asset or obligor of the respective liability related thereto and
shall not be deemed made by or on behalf of any banking association for any
other banking association. This Agreement is binding upon and is for the
benefit of the parties hereto and their respective successors, legal
representatives, and assigns, and no person who is not a party hereto (or a
permitted successor or assignee of such party) shall have any rights or
benefits under this Agreement, either as a third party beneficiary or
otherwise. This Agreement cannot be assigned by BUYER by action of law or
otherwise, and this Agreement cannot be amended or modified, except by a
written agreement executed by the parties hereto or their respective
permitted successors and assigns.

10.07 HEADINGS. The headings, table of contents, and index to defined
terms (if any) used in this Agreement are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning
or interpretation of this Agreement.

10.08 TERMINOLOGY. The specific terms of art that are defined in
various provisions of this Agreement shall apply throughout this Agreement
(including without limitation each Schedule hereto), unless expressly
indicated otherwise. In addition, the following terms and phrases shall have
the meanings set forth for purposes of this Agreement (including such
Schedule):

(a) The term "business day" shall mean any day other than a Saturday,
Sunday, or a day on which either SELLER or BUYER is closed in
accordance with applicable law or regulation. Any action,
notice, or right which is to be taken or given or which is to be
exercised or lapse on or by a given date which is not a business
day may be taken, given, or exercised, and shall not lapse, until
the next business day following.

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(b) The term "affiliate" shall mean, with respect to any person, any
other person directly or indirectly controlling, controlled by or
under common control with such person.

(c) The term "Permitted Exceptions" shall mean, with respect to the
Owned Real Estate and the Leased Real Estate, (i) those standard
exceptions appearing as SCHEDULE B items in a standard ALTA
owners or leasehold title insurance policy (other than for
matters revealed by a current survey), and any other exceptions,
restrictions, easements, rights of way, and encumbrances
referenced in the Title Commitment delivered by SELLER to BUYER
as indicated in Section 2.01(c) of this Agreement; (ii) statutory
liens for current taxes or assessments not yet due, or if due not
yet delinquent, or the validity of which is being contested in
good faith by appropriate proceedings; (iii) such other liens,
imperfections in title, charges, easements, restrictions, and
encumbrances (but in all cases of Owned Real Estate excluding
those which secure borrowed money) which, individually and in the
aggregate, do not materially detract from the value of, or
materially interfere with the present use of, any property
subject thereto or affected thereby; and (iv) such other
exceptions as are approved by BUYER in writing.

(d) The term "person" shall mean any individual, corporation
partnership, limited liability company, association, trust, or
other entity, whether business, personal, or otherwise.

(e) Unless expressly indicated otherwise in a particular context, the
terms "herein," "hereunder," "hereto," "hereof," and similar
references refer to this Agreement in its entirety and not to
specific articles, sections, schedules, or subsections of this
Agreement. Unless expressly indicated otherwise in a particular
context, references in this Agreement to enumerated articles,
sections, and subsections refer to designated portions of this
Agreement (but do not refer to portions of any Schedule unless
such Schedule is specifically referenced) and do not refer to any
other document.

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(f) The term "subsidiary" shall mean a corporation, partnership,
limited liability company, joint venture, or other business
organization more than 50% of the voting securities or interests
in which are beneficially owned or controlled by the indicated
parent of such entity.

10.09 FLEXIBLE STRUCTURE. References in this Agreement to federal or
state laws or regulations, jurisdictions, or chartering or regulatory
authorities shall be interpreted broadly to allow maximum flexibility in
consummating the transactions contemplated hereby in light of changing
business, economic, and regulatory conditions. Without limiting the
foregoing, in the event SELLER and BUYER agree in writing to alter the legal
structure of the Acquisition contemplated by this Agreement references in
this Agreement to such laws, regulations, jurisdictions, and authorities
shall be deemed to be altered to reflect the laws, regulations,
jurisdictions, and authorities that are applicable in light of such change.

10.10 PRESS RELEASES. SELLER or BUYER, as the case may be, shall
approve, in writing prior to issuance, the form and substance of any press
release or other public disclosure relating to any matters relating to this
Agreement issued by the other. Nothing contained herein shall restrict or
prohibit BUYER or SELLER from issuance of press releases or public
disclosures which, based on the advice of counsel, are required by applicable
law or regulation and limited to information necessary for compliance with
same.

10.11 ENTIRE AGREEMENT. This Agreement supersedes any and all oral or
written agreements and understandings heretofore made relating to the subject
matter hereof and contains the entire agreement of the parties relating to
the subject matter hereof. All schedules, exhibits, and appendices to this
Agreement are incorporated into this Agreement by reference and made a part
hereof.

10.12 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Louisiana and the laws
of the United States, as well as regulations issued by relevant agencies
thereof.

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10.13 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

10.14 TAX MATTERS. BUYER and SELLER agree that they will file applicable
tax returns and other related schedules and documents related to their
respective interests based on the allocations in this Agreement.

10.15 GOOD FAITH DEPOSIT. BUYER and SELLER acknowledge the deposit by
BUYER of the sum of $75,000.00 for each Office which is the subject of this
Agreement (in aggregate, the "Deposit" herein). BUYER agrees that SELLER may
retain the Deposit in the event that BUYER fails to consummate the transactions
contemplated herein by the date set forth in Section 9.02(d) herein through no
material fault of SELLER, in the event that SELLER elects to terminate the
transactions contemplated by this Agreement pursuant to the provisions of
Section 9.02 herein, and/or in the event of a breach by BUYER of any of its
duties and obligations hereunder. Any such retention shall not be deemed to
constitute liquidated damages or a waiver by SELLER of any rights in law or in
equity arising out of a breach by BUYER of the terms and conditions of this
Agreement. Subject to the foregoing, the Deposit shall be credited to the
account of BUYER upon the Closing of the transactions contemplated hereunder in
accordance with the terms hereof.

10.16 SPECIFIC PERFORMANCE. The parties hereto acknowledge that
monetary damages could not adequately compensate either party hereto in the
event of a breach of this Agreement by the other, that the non-breaching
party would suffer irreparable harm in the event of such breach and that the
non-breaching party shall have, in addition to any other rights or remedies
it may have at law or in equity, specific performance and injunctive relief
as a remedy for the enforcement hereof.

10.17 CONSENT OF FIRST COMMERCE CORPORATION. First Commerce
Corporation, the sole owner of SELLER, intervenes in this
Agreement to evidence its consent to the provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized, all as of
the date first above written.

FIRST COMMERCE CORPORATION
ATTEST:

------------------------------ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------

Its:
----------------------------

THE FIRST NATIONAL BANK
OF LAFAYETTE
ATTEST:
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------

Its: President and CEO
-----------------------------

IBERIABANK
ATTEST:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------

Its: President and CEO
-----------------------------

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EXHIBIT 10.1 OFFICE PURCHASE AND ASSUMPTION AGREEMENT BETWEEN THE FIRST NATIONAL BANK OF LAFAYETTE AND IBERIABANK DATED AS OF JUNE 4, 1998 TABLE OF CONTENTS

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