FIRST COMMERCIAL BANCORP INC S-1/A

PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1

AMENDMENT TO CERTIFICATE OF INCORPORATION

AMENDMENTS TO BYLAWS

OPINION OF LILLICK & CHARLES

AMENDMENT AND RESTATEMENT OF EMPLOYMENT AGREEMENT

AGREEMENT WITH SEAPOWER CARPENTER CAPITAL

SUBSCRIPTION AGENT AGREEMENT WITH FIRST NAT'L

ESCROW AGREEMENT WITH STATE STREET BANK

SERVICE AGREEMENT BETWEEN FIRST COMMERCIAL BANK

CONSENT OF CARPENTER & COMPANY

CONSENT OF ARTHUR ANDERSON

FINANCIAL DATA SCHEDULE

SUBSCRIPTION RIGHTS CERTIFICATE

EXCHANGE OFFER CERTIFICATE

OFFERING LETTER TO STOCKHOLDER ON FCB LETTERHEAD

OFFERING LETTER TO CLIENTS

DIVIDEND RIGHTS LETTER TO STOCKHOLDERS

DIVIDEND RIGHTS LETTER TO CLIENTS

GENERAL SUBSCRIPTION APPLICATION & AGREEMENT