As filed with the Securities and Exchange Commission on April 23, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
FIRST COMMERCE CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 201 St. Charles Avenue, 29th Floor 72-0701203
(State or other New Orleans, Louisiana 70170 (I.R.S. Employer
jurisdiction of (Address,including zip code, of Identification No.)
incorporation or registrant's principal executive
organization) offices)
First Commerce Corporation 1997 Stock Option Plan
(Full title of the plan)
__________
Michael A. Flick
Executive Vice President, Secretary and
Chief Administrative Officer
First Commerce Corporation
201 St. Charles Avenue, 29th Floor
New Orleans, Louisiana 70170
(504) 623-1371
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per unit offering price registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 735,915 Shares $26.25(2) $19,317,768.75(2) $5,853.87(2)
($5.00 par value per share)
Common Stock 180,434 Shares $27.50(2) $4,961,935.00(2) $1,503.62(2)
($5.00 par value per share)
Common Stock 4,000 Shares $27.94(2) $111,760.00(2) $33.87(2)
($5.00 par value per share)
Common Stock 92,630 Shares $32.00(2) $2,964,160.00(2) $898.24(2)
($5.00 par value per share)
Common Stock 87,021 Shares $41.1875(3) $3,584,177.44(3) $1,086.12(3)
($5.00 par value per share)
Total Common Stock 1,100,000 Shares $30,939,801.19 $9,375.72
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares registered shall be
automatically increased to cover the additional shares in accordance
with Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457(h)(1) under the Securities Act of
1933, based on the price at which such options may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on The
Nasdaq Stock Market on April 16, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by First Commerce
Corporation (the "Company") with the Securities and Exchange Commission
(the "SEC"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");
(2) The Company's Current Report on Form 8-K dated January 14,
1997;
(3) The Company's Current Report on Form 8-K dated April 11, 1997;
(4) All other reports filed by the Company pursuant to Section 13
of the Exchange Act since December 31, 1996; and
(5) The description of the Common Stock set forth in Item 1 of the
Company's Applications for Registration on Form 8-A filed on November 9,
1972 and December 22, 1976, as amended by a Form 8 filed on June 19,
1989, a Form 8-A filed on August 12, 1993, and a Form 8-A/A (No. 2) filed
on May 3, 1996.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold shall, except to
the extent otherwise provided by Regulation S-K or any other rule
promulgated by the SEC, be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law provides in
part that a corporation may indemnify any director, officer, employee or
agent of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding to
which he is or was a party or is threatened to be made a party (including
any action by or in the right of the corporation) if such action arises
out of the fact that he is or was a director, officer, employee or agent
of the corporation and he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business Corporation
Law are not exclusive; however, no corporation may indemnify any person
for willful or intentional misconduct. A corporation has the power to
obtain and maintain insurance, or to create a form of self-insurance on
behalf of any person who is or was acting for the corporation, regardless
of whether the corporation has the legal authority to indemnify the
insured person against such liability.
Section 11 of the By-Laws of the Company (the "Indemnification By-
Law") provides for mandatory indemnification for directors and officers
or former directors and officers of the Company to the full extent
permitted by Louisiana law. The right to indemnification provided by the
Indemnification By-Law applies to all covered claims, whether such claims
arose before or after the date that the Indemnification By-Law was
adopted.
As permitted by its Articles of Incorporation, the Company has
entered into contracts with certain of its directors and officers
providing for indemnification to the fullest extent permitted by law
("Indemnification Contracts"). The rights of the directors and officers
under the Indemnification Contracts substantially mirror those granted
under the Indemnification By-Law.
The Company maintains an insurance policy covering the liability of
its directors and officers for actions taken in their official capacity.
The Indemnification Contracts provide that, to the extent insurance
is reasonably available, the Company will maintain comparable insurance
coverage for each contracting party as long as he or she serves as an
officer or director and thereafter for so long as he or she is subject to
possible personal liability for actions taken in such capacities. The
Indemnification Contracts also provide that if the Company does not
maintain comparable insurance, it will hold harmless and indemnify a
contracting party to the full extent of the coverage that would otherwise
have been provided for his benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration
Statement has been signed on behalf of certain officers and
directors of the Company.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceedings)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Orleans, State of
Louisiana, on April 23, 1997.
FIRST COMMERCE CORPORATION
By: /s/ Michael A. Flick
-------------------------------
Michael A. Flick
Executive Vice President,
Secretary and Chief
Administrative Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Director, President and Chief April 23, 1997
- ------------------------ Executive Officer (Principal
Ian Arnof Executive Officer)
* Director and Chairman of the April 23, 1997
- ------------------------ Board
Hermann Moyse, Jr.
/s/ Michael A. Flick Executive Vice President, April 23, 1997
- ------------------------ Secretary and Chief
Michael A. Flick Administrative Officer
(Principal Financial Officer)
* Executive Vice President, April 23, 1997
- ------------------------ Controller and Principal
Thomas L. Callicutt, Jr. Accounting Officer
* Director April 23, 1997
- ------------------------
James J. Bailey III
* Director April 23, 1997
- ------------------------
John W. Barton
* Director April 23, 1997
- ------------------------
Sydney J. Besthoff III
* Director April 23, 1997
- ------------------------
Robert H. Bolton
* Director April 23, 1997
- ------------------------
Robert C. Cudd III
* Director April 23, 1997
- ------------------------
Frances B. Davis
* Director April 23, 1997
- ------------------------
Laurance Eustis, Jr.
* Director April 23, 1997
- ------------------------
William P. Fuller
* Director April 23, 1997
- ------------------------
Arthur Hollins III
* Director April 23, 1997
- ------------------------
F. Ben James, Jr.
* Director April 23, 1997
- ------------------------
Erik F. Johnsen
* Director April 23, 1997
- ------------------------
Joseph Merrick Jones, Jr.
Director
- ------------------------
Edwin Lupberger
* Director April 23, 1997
- ------------------------
Mary Chavanne Martin
* Director April 23, 1997
- ------------------------
Hugh G. McDonald, Jr.
* Director April 23, 1997
- ------------------------
Saul A. Mintz
* Director April 23, 1997
- ------------------------
O. Miles Pollard, Jr.
* Director April 23, 1997
- ------------------------
G. Frank Purvis, Jr.
* Director April 23, 1997
- ------------------------
Thomas H. Scott
Director
- ------------------------
Edward M. Simmons
* Director April 23, 1997
- ------------------------
H. Leighton Steward
* Director April 23, 1997
- ------------------------
Robert A. Weigle
*By: /s/ Michael A. Flick
-------------------------
Michael A. Flick
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Page
- ------ ------------------------ ----
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this
Registration Statement has been signed on behalf of
certain officers and directors of the Company.
EXHIBIT 5
Jones, Walker
Waechter, Poitevent
Carrere & Denegre, L.L.P.
April 23, 1997
First Commerce Corporation
210 Baronne Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for First Commerce Corporation, a Louisiana
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering by the Company of up to 1,100,000 shares (the "Shares") of common
stock, $5.00 par value ("Common Stock"), to certain of its employees
pursuant to the terms of the 1997 Stock Option Plan (the "Plan") of the
Company.
Based upon the foregoing and upon examination of such matters as we
deem necessary in order to furnish this opinion, we are of the opinion
that the Shares have been duly authorized and, when issued for at least
par value upon the terms described in the Plan and the Registration
Statement, will be validly issued and outstanding, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
----------------------------------
Margaret F. Murphy, Partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation in this Registration Statement of First Commerce
Corporation (the "Company") on Form S-8 of our report dated January 10,
1997, on our examination of the consolidated financial statements of the
Company and its subsidiaries as of December 31, 1996 and 1995, and for
the years ended December 31, 1996, 1995 and 1994, by reference from the
Annual Report of the Company on Form 10-K for the year ended December 31,
1996.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New Orleans, Louisiana,
April 22, 1997
EXHIIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Ian Arnoff
-----------------------------
IAN ARNOF
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Hermann Moyse, Jr.
-----------------------------
HERMANN MOYSE, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
ersonally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Michael A. Flick
-----------------------------
MICHAEL A. FLICK
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Thomas L. Callicutt, Jr.
-----------------------------
THOMAS L. CALLICUTT, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ James J. Bailey III
-----------------------------
JAMES J. BAILEY III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ John W. Barton
-----------------------------
JOHN W. BARTON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Sydney J. Besthoff III
-----------------------------
SYDNEY J. BESTHOFF III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Robert H. Bolton
-----------------------------
ROBERT H. BOLTON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
Robert C. Cudd III
-----------------------------
ROBERT C. CUDD III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Frances B. Davis
-----------------------------
FRANCES B. DAVIS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Laurance Eustis, Jr.
-----------------------------
LAURANCE EUSTIS, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ William P. Fuller
-----------------------------
WILLIAM P. FULLER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Arthur Hollins III
-----------------------------
ARTHUR HOLLINS III
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ F. Ben James, Jr.
-----------------------------
F. BEN JAMES, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Erik F. Johnsen
-----------------------------
ERIK F. JOHNSEN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Joseph Merrick Jones, Jr.
-----------------------------
JOSEPH MERRICK JONES, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Mary Chavanne Martin
-----------------------------
MARY CHAVANNE MARTIN
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Hugh G. McDonald, Jr.
-----------------------------
HUGH G. MCDONALD, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Saul A. Mintz
-----------------------------
SAUL A. MINTZ
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ O. Miles Pollard, Jr.
-----------------------------
O. MILES POLLARD, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ G. Frank Purvis, Jr.
-----------------------------
G. FRANK PURVIS, JR.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Thomas H. Scott
-----------------------------
THOMAS H. SCOTT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ H. Leighton Stewart
-----------------------------
H. LEIGHTON STEWARD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his
capacity or capacities as an officer or a member of the Board of
Directors or both of First Commerce Corporation (the "Company"), does
hereby make, constitute, and appoint IAN ARNOF and MICHAEL A. FLICK, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, (i) a
Registration Statement of the Company on Form S-3 providing for the
registration under the Securities Act of 1933 (the "Act") of shares of
Company common stock that may be issued under the 1997 Dividend and
Interest Reinvestment and Stock Purchase Plan of the Company, and any
amendment or amendments to such Form S-3 Registration Statement and any
other document in support thereof or supplemental thereto, and (ii) a
Registration Statement of the Company on Form S-8 providing for the
registration under the Act of shares of Company common stock that may be
issued under the 1997 Stock Option Plan of the Company, and any amendment
or amendments to such Form S-8 Registration Statement and any other
document in support thereof or supplemental thereto, and the undersigned
hereby grants to said attorneys and each of them full power and authority
to do and perform each and every act and thing whatsoever that said
attorney or attorneys may deem necessary or advisable to carry out fully
the intent of the foregoing as the undersigned might or could do
personally or in the capacity or capacities as aforesaid, hereby
ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 21st day of April, 1997.
/s/ Robert A. Weigle
-----------------------------
ROBERT A. WEIGLE
