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Banc One Corp/OH – ‘8-K’ for 10/20/97 – EX-99.2

As of: Wednesday, 10/29/97 · For: 10/20/97 · Accession #: 950152-97-7456 · File #: 1-08552

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/29/97  Banc One Corp/OH                  8-K:5,7    10/20/97    5:226K                                   Bowne BCL/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Banc One Corporation Form 8-K Current Report           4     16K 
 2: EX-99.1     Miscellaneous Exhibit                                 17    108K 
 3: EX-99.2     Miscellaneous Exhibit                                 80    219K 
 4: EX-99.3     Miscellaneous Exhibit                                  6     24K 
 5: EX-99.4     Miscellaneous Exhibit                                  2±     9K

EX-99.2 — Miscellaneous Exhibit

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                                                            Exhibit 99.2

AGREEMENT and PLAN OF MERGER
between 
FIRST COMMERCE CORPORATION
and 
DELTA ACQUISITION CORPORATION 
and 
BANC ONE CORPORATION

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TABLE OF CONTENTS TO MERGER AGREEMENT 

                                                                [Download Table]

                                                                          Page 
RECITALS                                                                       
                                                                               
Section  1. Merger...........................................................2 
Section  2. Name.............................................................2 
Section  3. Business.........................................................2 
Section  4. Effective Time of Merger; Articles of Incorporation..............3 
Section  5. Effect of Merger.................................................3 
Section  6. Liabilities upon Merger..........................................4 
Section  7. Conversion of Shares.............................................4 
Section  8. Board of Directors; Employees; and Name Change...................9 
Section  9. Employee Benefits and Stock Options.............................10 
Section 10. Undertakings of the Parties.....................................10 
Section 11. Dissenting Shareholders.........................................18 
Section 12. Tax Opinion.....................................................19 
Section 13. Representations and Warranties of BANC ONE......................20 
Section 14. Representations and Warranties of DELTA  .......................32 
Section 15. Representations and Warranties of FCC...........................34 
Section 16. Action by FCC Pending Effective Time............................48 
Section 17. Action by BANC ONE Pending Effective Time.......................54 
Section 18. Conditions to Obligations of BANC ONE and DELTA  ...............55 
Section 19. Conditions to Obligations of FCC................................59 
Section 20. Conditions to Obligations of All Parties........................62 
Section 21. Option to Purchase..............................................63 
Section 22. Indemnification.................................................63 
Section 23. Non-Survival of Representations and Warranties..................68 
Section 24. Governing Law...................................................68 
Section 25. Assignment......................................................68 
Section 26. Satisfaction of Conditions; Termination.........................68 
Section 27. Waivers; Amendments.............................................75 
Section 28. Entire Agreement................................................76 
Section 29. Captions; Counterparts..........................................76 
Section 30. Notices.........................................................76 

SIGNATURES..................................................................78 

EXHIBIT A - FCC Subsidiaries List                             
EXHIBIT B - Form of Affiliates Agreement                      
EXHIBIT C - Opinion of Counsel for FCC                        
EXHIBIT D - Opinion of Counsel for BANC ONE and DELTA         
EXHIBIT E - Option Agreement                                  

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of October 20, 1997 (hereinafter called   
the "Merger Agreement"), between First Commerce Corporation (hereinafter called 
"FCC"), Delta Acquisition Corporation (hereinafter called "DELTA") and BANC ONE 
CORPORATION (hereinafter called "BANC ONE").                                    

WITNESSETH: 

FCC is a corporation duly organized under the laws of the State of Louisiana.   
Its principal office is located at 201 St. Charles Avenue, 29th Floor, New      
Orleans, Louisiana 70170. Except as set forth in Exhibit A hereto, FCC, or a    
subsidiary of FCC, owns, beneficially and of record, all of the issued and      
outstanding capital stock or other ownership interests of the banks listed in   
Exhibit A hereto (the "Banks") and of the corporations, limited liability       
companies and partnerships listed in Exhibit A hereto (collectively the         
"Companies"). The Banks and the Companies are hereinafter sometimes referred to 
collectively as the "Subsidiaries" and each, sometimes, as a "Subsidiary."      

DELTA is a corporation duly organized under the laws of the State of Ohio. Its  
principal office is located at 100 East Broad Street, Columbus, Ohio 43271.     

BANC ONE is a corporation duly organized under the laws of the State of Ohio.   
Its principal office is located at 100 East Broad Street, Columbus, Franklin    
County, Ohio 43271.                                                             

The respective Boards of Directors of FCC, DELTA, and BANC ONE have each        
approved this Merger Agreement and the consummation of the transactions         
contemplated hereby and have approved the execution and delivery of this Merger 
Agreement. This Merger Agreement provides for the merger of DELTA with and into 
FCC upon the terms and conditions of this Merger Agreement (the "Merger"). FCC  
will be the surviving corporation of the Merger. From and after                 

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the time the Merger shall become effective as set forth in Section 4 of this    
Merger Agreement, and as and when required by this Merger Agreement, BANC ONE   
will issue shares of its common stock, without par value ("BANC ONE Common") in 
exchange for all of the issued and outstanding shares of FCC common stock,      
$5.00 par value ("FCC Common"). It is understood by each of the parties hereto  
that BANC ONE seeks, as a result of the Merger, to acquire FCC, the Banks and   
the Companies and all of their respective operating assets and liabilities.     
Subject to the terms and conditions of this Merger Agreement, all parties will  
exert their reasonable best efforts to obtain such regulatory approvals and to  
effect such other actions as are necessary or appropriate to consummate the     
Merger.                                                                         

In consideration of the premises, FCC, BANC ONE and DELTA hereby make this      
Merger Agreement and prescribe the terms and conditions of the Merger and the   
mode of carrying the Merger into effect as follows:                             

1.       Merger. Subject to the terms and conditions hereinafter set forth,     
       DELTA shall be merged with and into FCC pursuant to and in accordance
      with applicable provisions of the Louisiana Business Corporation Law
       (the "Louisiana BCL") and the General Corporation Law of the State of
        Ohio (the "Ohio GCL"), with the result that FCC shall be the surviving
corporation.                                                  

2.       Name. The name of the surviving corporation (hereinafter called the    
    "Surviving Corporation" whenever reference is made to it as of the
Effective Time or thereafter) shall be "Louisiana Banc One    
Corporation."                                                 

3.       Business. The business of the Surviving Corporation shall be that of a 
       bank holding company. The Surviving Corporation shall exist by virtue
      of, and be governed by the laws of, the State of Louisiana and shall
      have its principal office at 201 St. Charles Avenue, 29th Floor, New
Orleans, Louisiana 70170.                                     

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4.       Effective Time of Merger; Articles of Incorporation. Certificates of   
     Merger shall be executed and filed with the Ohio Secretary of State
        and the Louisiana Secretary of State pursuant to applicable provisions
       of the Ohio GCL and the Louisiana BCL in order to cause the Merger to
    become effective promptly after the Closing (as defined in Section
10(c)). The Merger shall become effective in accordance with  
    applicable provisions of the Ohio GCL and the Louisiana BCL on the
     later to occur of (i) the filing with the Secretary of State of the
      State of Ohio of a Certificate of Merger pursuant to Section 1701.81
        of the Ohio GCL and (ii) the filing with the Secretary of State of the
   State of Louisiana of a Certificate of Merger pursuant to Section
112(F) of the Louisiana BCL (the "Effective Time").           

    The Articles of Incorporation of FCC in effect as of the Effective
Time shall be the Articles of Incorporation of the Surviving  
        Corporation, except that Article I and Article III of said Articles of
        Incorporation shall be amended, effective as of the Effective Time, to
be and read as follows:                                       

Article I 

  Name:       The name of this Corporation (hereinafter called the
           "Corporation") is Louisiana Banc One Corporation.

Article III 

       Capital:    The Corporation has authority to issue five hundred (500)
        shares of no par value per share Common Stock.

   The Bylaws of FCC in effect as of the Effective Time shall be the
Bylaws of the Surviving Corporation.                          

5.       Effect of Merger. At the Effective Time, the separate corporate        
 existence of FCC and DELTA, respectively, shall, as provided in
applicable provisions of the Ohio GCL and the                 

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     Louisiana BCL, be merged into and continued in FCC as the Surviving
      Corporation, which shall be deemed to be the same corporation as FCC
   and DELTA. All rights, franchises and interests of FCC and DELTA,
    respectively, in and to every type of property, real, personal and
        mixed, and choses in action, shall be transferred to and vested in FCC
       as the Surviving Corporation by virtue of the Merger without any deed
     or other transfer in the same manner and to the same extent as such
        rights, franchises and interests were held or enjoyed by FCC an DELTA,
respectively, at the Effective Time, as provided in applicable
provisions of the Ohio GCL and the Louisiana BCL.             

6.       Liabilities upon Merger; Service of Process. The Surviving Corporation 
   shall be responsible for all of the liabilities of every kind and
 description of FCC and DELTA existing as of the Effective Time.

      The filing of a Certificate of Merger with the Secretary of State of
        the State of Ohio, accompanied by such other documents as are required
by the Ohio GCL, shall operate as a consent by the Surviving  
      Corporation that it may be sued and served with process in the State
      of Ohio in any suit, action or proceeding for the enforcement of any
        obligation or liability of DELTA; and as an irrevocable appointment by
      the Surviving Corporation of the Ohio Secretary of State as agent of
the Surviving Corporation to accept service of process in any 
        proceeding in the State of Ohio relating to any obligation of DELTA or
to enforce the rights of a dissenting shareholder of DELTA.   

7.      Conversion of Shares.                                                 

(a)      At the Effective Time:                               

        (i)      Each share of FCC Common that is issued and
                          outstanding immediately prior to the Effective Time,
                          together with any and all FCC Common purchase rights
                         and related interests and rights (if not previously
redeemed) associated      

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                   with each such share of FCC Common ("Rights")
                        arising from, related to and/or issued pursuant to
                          the Rights Agreement dated February 26, 1996 between
                         FCC and First Chicago Trust Company of New York, as
                        Rights Agent, (the FCC Rights Plan"), by virtue of
                          the Merger and without any action of the part of the
                      holder thereof shall thereupon be converted into
                         1.28 shares of BANC ONE Common subject, however, to
                         (i) the anti-dilution provisions of Section 7(e) of
                         this Merger Agreement and (ii) provisions set forth
                       in Section 7(c) with respect to fractional shares
(the "Exchange Rate").    

               (ii)     The 500 shares of Common Stock of DELTA issued and
                         outstanding immediately prior to the Effective Time
                     shall, thereupon and without further notice, be
                      converted into and become issued and outstanding
                          shares of common stock of the Surviving Corporation,
                        all of which shall be owned of record by BANC ONE.

             (iii)    Any shares of FCC Common held by FCC as treasury
                        stock, together with any and all Rights associated
                      therewith arising from, related to and/or issued
                        pursuant to the FCC Rights Plan, immediately prior
                       to the Effective Time shall be canceled and shall
                        not represent capital stock of and/or any right or
                        interest with respect to BANC ONE or the Surviving
                          Corporation and shall not be exchanged for shares of
BANC ONE Common.          

              (iv)     The Rights issued pursuant to the FCC Rights Plan
                   (if not previously redeemed) shall expire and
                          neither the Surviving Corporation nor BANC ONE shall
                have any obligations with respect thereto.

      (b)      FCC's shareholders of record at the Effective Time, for the
               shares of FCC Common then held by them, respectively, shall
 be allocated and be entitled to receive (upon

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       surrender for cancellation of certificates formerly
                representing shares of FCC Common and Rights issued pursuant
               to the FCC Rights Plan) certificates for shares of BANC ONE
           Common as shall be equal to the number of shares of FCC
              Common outstanding immediately prior to the Effective Time
multiplied by the Exchange Rate.            

       (c)      No certificate for fractional shares of BANC ONE Common will
         be issued by BANC ONE in connection with the exchange
               contemplated by the Merger, but in lieu thereof, any holder
             of FCC Common shall, upon surrender of the certificate or
               certificates representing such FCC Common and Rights issued
          pursuant to the FCC Rights Plan, be paid cash, without
                interest, by BANC ONE for such fractional shares, if any, on
           the basis of the BANC ONE Average Price (as hereinafter
               defined). The BANC ONE Average Price shall mean the average
            of the closing prices of BANC ONE Common on the New York
           Stock Exchange ("NYSE") during the Valuation Period (as
               hereinafter defined) as reported in The Wall Street Journal
                for NYSE Composite Transactions. The term "Valuation Period"
               shall mean the five consecutive NYSE trading days ending on
               the fifth NYSE trading day immediately prior to the Closing
Date.                                       

(d)      Promptly after the Effective Time, and subject to the
             provisions set forth above relating to fractional shares,
               BANC ONE will, or will cause Harris Trust and Savings Bank,
               as Exchange Agent for BANC ONE to, distribute to the former
            holders of FCC Common (or their respective designees) in
            exchange for and upon surrender for cancellation by such
     holders of a certificate or certificates formerly
                representing shares of FCC Common and Rights issued pursuant
                 to the FCC Rights Plan, the certificate(s) for shares of BANC
           ONE Common in accordance with the Exchange Rate. At the
              Effective Time, each certificate formerly representing FCC
                Common and Rights issued pursuant to the FCC Rights Plan (if
not previously redeemed) shall              

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               be deemed for all purposes to evidence the ownership of the
              number of shares of BANC ONE Common into which such shares
                have been converted pursuant to the Exchange Rate; provided,
                 however, that, until such surrender of a holder's certificate
              or certificates formerly representing shares of FCC Common
                 and Rights issued pursuant to the FCC Rights Plan, the holder
            thereof shall not be entitled to receive any dividend or
                other payment or distribution payable to holders of BANC ONE
                 Common.  Upon such surrender (or, in lieu of surrender, other
                 provisions reasonably satisfactory to BANC ONE as are made as
              set forth in the next following paragraph), there shall be
               paid to the person entitled thereto the aggregate amount of
              dividends or other payments or distributions (in each case
              without interest) which became payable after the Effective
              Time, to the extent not previously paid to such person, on
          the whole shares of BANC ONE Common represented by the
              certificates issued upon such surrender and exchange or in
              accordance with such other provisions, as the case may be.
                 After the Effective Time the holders of certificates formerly
                representing shares of FCC Common and Rights issued pursuant
          to the FCC Rights Plan shall cease to have rights with
              respect to such shares and to any related Rights and their
                sole right shall be to exchange said certificates for shares
               of BANC ONE Common and any fractional share and dividend or
                other payment or distribution in accordance with this Merger
Agreement.                                  

               Certificates formerly representing shares of FCC Common and
                 Rights issued pursuant to the FCC Rights Plan surrendered for
              cancellation by each shareholder entitled to exchange such
                shares for shares of BANC ONE Common shall be accompanied by
                 such appropriate, executed letters of transmittal as BANC ONE
               may reasonably require; provided, however, that if there be
                delivered to BANC ONE by any person who is unable to produce
            any such certificate formerly representing shares of FCC
                Common and Rights issued pursuant to the FCC Rights Plan for
                 surrender (i) evidence to the reasonable satisfaction of BANC
ONE that any such                           

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                 certificate has been lost, wrongfully taken or destroyed, and
        (ii) such security or indemnity as reasonably may be
                 requested by BANC ONE to save it harmless, and (iii) evidence
               to the reasonable satisfaction of BANC ONE that such person
              is the owner of the shares theretofore represented by each
              certificate claimed by him to be lost, wrongfully taken or
                destroyed and that he is the person who would be entitled to
               present each such certificate and to receive shares of BANC
                ONE Common pursuant to this Merger Agreement, then BANC ONE,
         in the absence of actual notice to it that any shares
             theretofore represented by any such certificate have been
            acquired by a bona fide purchaser, shall deliver to such
             person the certificate(s) representing shares of BANC ONE
          Common (and any fractional share and dividend or other
              payment or distribution) which such person would have been
         entitled to receive upon surrender of each such lost,
                 wrongfully taken or destroyed certificate representing shares
of FCC Common.                              

        (e)      If prior to the Effective Time, (i) FCC shall declare a stock
         dividend or distribution upon or subdivide, split up,
              reclassify or combine FCC Common or declare a dividend, or
      make a distribution, on FCC Common in any security
                convertible into FCC Common or (ii) BANC ONE shall declare a
               stock dividend or distribution upon or subdivide, split up,
                reclassify or combine BANC ONE Common or declare a dividend,
              or make a distribution, on BANC ONE Common in any security
               convertible into BANC ONE Common, appropriate adjustment or
           adjustments will be made in the Exchange Rate and other
         factors used to determine or limit the Exchange Rate.

        (f)      Following the Merger, each $50.00 aggregate principal balance
                of FCC's 12-3/4% Convertible Debentures due December 1, 2000
          Series A and Series B (each a "FCC Debenture") that is
                surrendered for conversion (which surrender shall remain the
              option of the holder) shall, pursuant to the provisions of
those certain Trust                         

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                Indentures dated as of September 27, 1985 (the "Indentures")
                 between FCC and RepublicBank Dallas, National Association, be
                 converted into that number of whole shares of BANC ONE Common
               Stock as shall be calculated by multiplying (x) that number
             of shares of FCC into which such FCC Debenture would have
                 been converted immediately prior to the Effective Time by (y)
            the Exchange Rate. For purposes of the conversion of FCC
            Debentures into BANC ONE Common Stock, the Exchange Rate
                shall be adjusted, as appropriate, if BANC ONE shall declare
                 a stock dividend or distribution upon or subdivide, split up,
                reclassify or combine BANC ONE Common or declare a dividend,
              or make a distribution, on BANC ONE Common in any security
                convertible into BANC ONE Common after such Exchange Rate is
            determined. Notwithstanding the foregoing, following the
              Effective Time BANC ONE, the Surviving Corporation and the
               Debenture holders shall have such rights and obligations as
           set forth in the Debentures and the related Indentures.

8.       Board of Directors, Employees and Name Changes. The directors of the   
    Surviving Corporation immediately following the Effective Time and
until the next annual meeting of shareholders at which their  
        respective successors are elected and qualified shall be the directors
  of FCC immediately prior to the Effective Time. The officers and
  employees of the Surviving Corporation immediately following the
       Effective Time shall be the officers and employees of FCC immediately
     before the Effective Time. The directors, officers and employees of
        the Subsidiaries immediately following the Effective Time shall be the
   officers and employees of the respective Subsidiaries immediately
before the Effective Time.                                    

  FCC will cooperate with BANC ONE in the procurement of requisite
        corporate and regulatory approvals and, if requested by BANC ONE, will
 use its reasonable best efforts to take such other steps as are
        appropriate and necessary to effect changes in the name of each of the
    Subsidiaries to include the words "Bank One" or "Banc One" so that
such name                                                     

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        changes will become effective at the Effective Time or such other time
   subsequent to the Effective Time as may be requested by BANC ONE.

9.       Employee Benefits and Stock Options. Following the Effective Time, the 
      stock options, if any, and employee benefit programs to be available
and applicable to the officers and employees of FCC and the   
Subsidiaries shall be as described in and governed by a Letter
Agreement dated October 19, 1997 between FCC and BANC ONE (the
"Benefits Agreement").                                        

10.      Undertakings of the Parties. FCC, DELTA and BANC ONE further agree as  
follows:                                                      

       (a)      This Merger Agreement shall be submitted to the shareholders
             of FCC for approval at a meeting to be called and held in
      accordance with applicable law and the Articles of
                Incorporation and By-laws of FCC. Such shareholders' meeting
                 will be scheduled to be held at a time mutually acceptable to
              FCC and BANC ONE approximately 30 to 45 days following the
              mailing by FCC of its proxy statement to its shareholders,
                which mailing will promptly follow the effective date of the
           registration statement to be filed by BANC ONE with the
                 Securities and Exchange Commission (the "SEC") as provided in
            Section 10(d). FCC and BANC ONE will cooperate with each
            other in order to facilitate the preparation, filing and
         clearance of the registration statement and the proxy
                statement under federal and state securities laws to be used
               with respect to such shareholders' meeting and the exchange
             of shares as contemplated by this Merger Agreement. FCC's
               obligation to submit this Merger Agreement to a vote at the
                shareholders' meeting shall be subject to the receipt by FCC
                 of the opinion of Keefe, Bruyette & Woods, Inc. dated as of a
               date not more than five days prior to the date of the Proxy
            Statement/Prospectus with respect to the fairness of the
               transaction to FCC's shareholders from a financial point of
          view satisfactory in form and substance to FCC and its
counsel.                                    

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 (b)      BANC ONE will promptly prepare and file an application
           (believed in good faith by BANC ONE to be substantially
                complete in form and substance) to the Board of Governors of
              the Federal Reserve System (the "Board") under appropriate
             provisions of Section 3 and Section 4 of the Bank Holding
         Company Act of 1956, as amended, and to the Louisiana
               Commissioner of Financial Institutions (the "Commissioner")
                under appropriate provisions of Louisiana Interstate Banking
        Law for prior approval of the Merger or the proposed
                 acquisition of FCC and the Subsidiaries by BANC ONE. FCC will
           promptly furnish BANC ONE such information, appropriate
                representations and documents as may be reasonably requested
              by BANC ONE in connection therewith. BANC ONE will use its
            reasonable best efforts to cause such applications to be
             approved by the Board and the Commissioner, and to obtain
          such other regulatory consents and approvals as may be
               necessary to facilitate the Merger, in each case as soon as
                possible.  Before such applications are filed, BANC ONE will
               provide FCC and its counsel with an opportunity to promptly
                review drafts of all such applications and to comment on the
                portions of such applications that contain information about
                FCC. BANC ONE will promptly provide FCC and its counsel with
          copies of all such applications as filed together with
         correspondence to or from any such regulators related
thereto.                                    

  (c)      The closing of the Merger (the "Closing") shall, unless
                another date or place is agreed to in writing by the parties
                 hereto, take place at the offices of FCC set forth in Section
             30(b) of this Agreement on that day specified by BANC ONE
                 which day shall be within the 15-day period commencing on the
          first day after the later of (i) the expiration of any
         required waiting period following the approval of the
             consummation of the Merger by the Board and Commissioner,
          (ii) the date of the meeting of shareholders of FCC to
              approve the Merger or (iii) the business day following the
                satisfaction or waiver of all conditions to the Merger other
                than those to be satisfied by deliveries at the Closing. The
date on which the closing is to be          

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                 held is herein referred to as the "Closing Date." If BANC ONE
             fails to specify a Closing Date by the end of such 15-day
                 period, FCC will be entitled to specify the Closing Date. The
               specifying party shall give the other at least two business
              days advance notice of the date specified for the Closing.

       (d)      BANC ONE will promptly prepare and file with the SEC and use
               its reasonable best efforts to cause to become effective as
             soon as possible, a registration statement, including the
         related prospectus, and including the proxy statement
   referred to in Section 10(a), above (the "Proxy
               Statement/Prospectus"), and any required amendments thereto
                or supplements to any prospectus contained therein, relating
       to the issuance of BANC ONE Common in the Merger as
            contemplated by this Merger Agreement. Such registration
              statement will not cover resales by any persons who may be
                 considered "underwriters" under Rule 145(c) of the Securities
                 Act of 1933, as amended (the "1933 Act"). FCC and its counsel
         shall assist BANC ONE in the preparation of the Proxy
              Statement/Prospectus and BANC ONE will provide FCC and its
                counsel with an opportunity to prepare material particularly
             related to FCC and matters with respect to disclosing the
     background of the transaction and reasons for the
               transaction. Before being filed with the SEC, BANC ONE will
                provide FCC and its counsel with the opportunity to promptly
               review such filing and comment thereon, which comments BANC
                ONE will reasonably consider. BANC ONE will promptly provide
                 FCC and its counsel with copies of all SEC filings related to
                 the Proxy Statement/Prospectus and the Registration Statement
           together with correspondence to or from the SEC related
              thereto. BANC ONE shall use its reasonable best efforts to
                 have the shares of BANC ONE Common qualified or exempted from
               qualification under all applicable state securities laws as
             soon as possible. In the event that a stop order has been
             issued, or threatened, by the SEC, that suspends or would
            suspend the effectiveness of the registration statement,

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              BANC ONE shall use its reasonable best efforts to promptly
           remove, or cause not to be issued, any such stop order.

        (e)      BANC ONE will assume and pay, or will cause DELTA to pay, all
       expenses incident to the obtaining of the requisite
           regulatory consents and approvals. Without limiting the
               generality of the foregoing, the expenses to be assumed and
          paid by BANC ONE shall include (i) all legal and other
           expenses and taxes incurred by BANC ONE incident to the
          consummation of the Merger contemplated by this Merger
                 Agreement, (ii) all legal and other expenses incurred by BANC
     ONE incident to the preparation and filing of the
            applications to the Board and the Commissioner and other
           requests for regulatory consents and approvals with the
           appropriate bank regulatory agencies as set forth in or
              contemplated by this Merger Agreement, (iii) all legal and
           other expenses, if any, incurred in connection with the
           registration of BANC ONE Common under federal and state
                securities laws, and (iv) expenses associated with obtaining
             the tax opinion contemplated by Section 12 of this Merger
              Agreement. The expenses to be assumed and paid by BANC ONE
                 shall not include any legal or other expenses incurred by FCC
                in the negotiation of this Merger Agreement, the examination
             or review of documents for its own benefit, in connection
              with its own corporate proceedings or to Keefe, Bruyette &
                Woods, Inc. or to any other investment banker or advisor for
          services rendered on its behalf. BANC ONE will pay the
               expenses of reproducing the Proxy Statement/Prospectus. FCC
          shall be responsible for its legal and accounting fees
                 associated with the Proxy Statement/Prospectus, including the
           expenses and fees to Keefe, Bruyette & Woods, Inc. with
                 respect to any opinion expressed with respect to the fairness
      of the Exchange Rate to the holders of FCC Common.

 (f)      All confidential information furnished by one party to
          another party in connection with this Merger Agreement
    (whether before or after the date of this Merger

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               Agreement) and the transactions contemplated hereby will be
             kept confidential by such other party and will be used by
               such other party and its directors, officers, employees and
                representatives of its advisors only in connection with this
              Merger Agreement and the transactions contemplated hereby,
             except to the extent that such information (i) is already
            known to such other party when received, (ii) thereafter
             becomes lawfully obtainable from other sources, otherwise
            than in violation of this paragraph or similar duties or
             provisions regarding confidentiality, or (iii) is, in the
             reasonable opinion of legal counsel for such other party,
                required to be disclosed in any document filed with the SEC,
                the Board, the Commissioner or any other governmental agency
      or authority, or in accordance with legal process.

      (g)      Each of BANC ONE and FCC will provide the other with copies
             of all filings it makes with the SEC under the Securities
              Exchange Act of 1934, as amended (the "1934 Act"), and the
                1933 Act and the respective rules and regulations of the SEC
            thereunder at the time such filings are made at any time
           prior to the Effective Time. Insofar as any such filing
                 refers to or describes this Merger Agreement, the other party
               hereto, or the transactions contemplated hereby, the filing
         party will provide to the other party a draft thereof
                 reasonably in advance of making such filing, will provide the
                 other party and its counsel reasonable opportunity to comment
              promptly on such filing and will give due consideration to
                 any comments of the other party and its counsel before making
such filing.                                

 (h)      BANC ONE and DELTA will furnish to FCC all information
               concerning BANC ONE and DELTA reasonably required by FCC in
         connection with the preparation of proxy solicitation
              materials for use in soliciting proxies in connection with
               the meeting of FCC's shareholders called for the purpose of
                 voting on the Merger and will promptly advise FCC if BANC ONE
               determines that any of such information is or becomes false
              or misleading in any material respect. FCC will furnish to
BANC                                        

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           ONE all information concerning FCC and the Subsidiaries
                 reasonably required by BANC ONE in connection with BANC ONE's
            preparation of the registration statement (including the
      related prospectus) and any required amendments or
               supplements thereto, or in connection with other filings by
             BANC ONE relating to the registration of its shares to be
                 issued in the Merger and will promptly advise BANC ONE if FCC
               determines that any such information is or becomes false or
misleading in any material respect.         

 (i)      No press release or other public disclosure of matters
               related to this Merger Agreement or any of the transactions
               contemplated hereby shall be made by FCC or BANC ONE unless
                the other party shall have provided its prior consent to the
               form and substance thereof; provided, however, that nothing
            herein shall be deemed to prohibit any party hereto from
              making any disclosure which its counsel deems necessary or
         advisable in order to fulfill such party's disclosure
obligations imposed by law.                 

 (j)      As soon as possible after the execution of this Merger
            Agreement, BANC ONE will vote all the shares of DELTA to
              approve and adopt the proposal to merge FCC and DELTA at a
                 meeting of the shareholders of DELTA held for such purpose or
      by means of a unanimous written consent of DELTA's
            shareholders adopted in lieu of a meeting to approve the
Merger and approve this Merger Agreement.   

       (k)      BANC ONE will vote, and will cause its subsidiaries to vote,
               any shares of FCC Common held by it or any such subsidiary,
              except for shares held in a fiduciary capacity, to approve
               and adopt this Merger Agreement and the Merger at a meeting
                 of FCC shareholders held to approve the Merger and adopt this
Merger Agreement.                           

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(l)      For not less than one year immediately following the 
          Effective Time, BANC ONE shall make available adequate
               current public information about itself as that terminology
              is used in and as required by Rule 144(c) of the SEC under
the 1933 Act.                               

        (m)      FCC will use its reasonable best efforts to cause each person
                 who, in the joint opinion of counsel for BANC ONE and FCC, is
      at the Effective Time or was, at the time of FCC's
              shareholders' meeting referred to in Section 10 hereof, an
                 "affiliate" of FCC (as that term is used in Rules 144 and 145
              promulgated by the SEC under the 1933 Act), to execute and
           deliver to BANC ONE a written agreement, in the form of
               attached Exhibit B, that such person will not sell, pledge,
           transfer or otherwise dispose of the shares of BANC ONE
                 Common to be received by such person in the Merger, except in
              compliance with the applicable provisions of the 1933 Act.

     (n)      BANC ONE will initiate a pre-acquisition investigation and
              review of the books, records and facilities of FCC and its
       Subsidiaries and will complete such pre-acquisition
            investigation as soon as reasonably possible but, in any
              event, not more than 45 days after the date of this Merger
             Agreement. BANC ONE shall advise FCC at the conclusion of
                such pre-acquisition investigation of all matters then known
                 to BANC ONE which are either (i) inconsistent in any material
           and adverse respect with any of the representations and
                warranties of FCC contained in this Merger Agreement or (ii)
                in the reasonable judgment of the Board of Directors of BANC
                 ONE, are either (x) of such significance as to materially and
              adversely affect the financial condition or the results of
            operations of FCC and the Subsidiaries on a consolidated
            basis or (y) a material and adverse deviation from FCC's
                audited financial statements for the year ended December 31,
               1996 or FCC's unaudited financials for the six-month period
         ended June 30, 1997. BANC ONE shall have the right to
           terminate this Merger Agreement as set forth in Section
26(c).                                      

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       (o)      FCC will initiate a pre-acquisition investigation and review
            of the books, records and facilities of BANC ONE and its
       subsidiaries and will complete such pre-acquisition
            investigation as soon as reasonably possible but, in any
              event, not more than 45 days after the date of this Merger
             Agreement. FCC shall advise BANC ONE at the conclusion of
                such pre-acquisition investigation of all matters then known
                to FCC which are either (i) inconsistent in any material and
       adverse respect with any of the representations and
                warranties of BANC ONE contained in this Merger Agreement or
                (ii) in the reasonable judgment of the Board of Directors of
                 FCC, are either (x) of such significance as to materially and
              adversely affect the financial condition or the results of
                 operations of BANC ONE and the subsidiaries on a consolidated
                 basis or (y) a material and adverse deviation from BANC ONE's
                audited financial statements for the year ended December 31,
             1996 or BANC ONE's unaudited financials for the six month
           period ended June 30, 1997. FCC shall have the right to
           terminate this Merger Agreement as set forth in Section
26(d).                                      

     (p)      BANC ONE will use its reasonable best efforts to cause the
                 shares of BANC ONE Common to be issued to the shareholders of
             FCC pursuant to this Merger Agreement to be listed on the
          NYSE as of the Closing Date, subject only to issuance.

       (q)      FCC shall take all action, as necessary, with respect to the
                 FCC Rights Plan, to prevent the approval, execution, delivery
     or implementation of this Merger Agreement or the
               consummation of the Merger, or the acquisition of shares of
             FCC Common by BANC ONE pursuant to the provisions of this
             Merger Agreement from resulting in the grant, issuance or
               triggering of any right or entitlement or the obligation to
                 grant or issue any interest in FCC Common, BANC ONE Common or
               the common stock of the Surviving Corporation to any person
               under the FCC Rights Plan or enabling or allowing any Right
               or other interest associated with the FCC Rights Plan to be
exercised, distributed or triggered.        

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       (r)      Prior to the Effective Time, BANC ONE will file with the SEC
          and use its reasonable best efforts to cause to become
               effective not later than the Effective Time, a registration
             statement or registration statements on Form S-8 or other
                appropriate form to register with the SEC the shares of BANC
          ONE Common which may be issued to individuals upon the
                 exercise of stock options assumed by BANC ONE pursuant to the
               Benefits Agreement and will use its reasonable best efforts
            to cause such registration statement to remain in effect
               until the exercise or expiration of all such options and/or
        other stock-related benefits. BANC ONE shall use its
                 reasonable best efforts to have the shares of BANC ONE Common
         which may be issued upon the exercise of such options
                qualified or exempted from qualification from all applicable
state securities laws.                      

        (s)      If the Effective Time falls at a time that will not allow the
                 30-day reporting period contemplated by SEC Accounting Series
             Releases 130 and 135 to occur during the first quarter of
                1998, unless waived by FCC, BANC ONE will use its reasonable
               best efforts to prepare and cause to be published, filed or
               announced, as soon as reasonably possible, results covering
                the first 30 days of combined post-Merger operations of BANC
        ONE and FCC in the form of an effective registration
             statement filed with the SEC, a report to the SEC on Form
              8-K, or other public filing or announcement satisfying the
              conditions set forth in SEC Accounting Series Releases 130
and 135.                                    

11.      Dissenting Shareholders. A shareholder of FCC Common who files         
      appropriate written objection pursuant to applicable law, thereafter
votes his/her shares against the Merger and otherwise perfects
      applicable dissenters' or appraisal rights, if any, will be entitled
to such rights under the Louisiana BCL.                       

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12.      Tax Opinion. BANC ONE and FCC shall use their respective reasonable    
 best efforts to obtain from Coopers & Lybrand a written opinion
      addressed to FCC, its shareholders and BANC ONE that, based upon the
        Internal Revenue Code and regulations thereunder and rulings issued by
the Internal Revenue Service in transactions similar to those 
contemplated by this Merger Agreement:                        

(a)      The statutory Merger of DELTA with and into FCC will 
             constitute a reorganization within the meaning of Section
                 368(a)(1)(A) and Section 368(a)(2)(E) of the Internal Revenue
Code;                                       

     (b)      No gain or loss will be recognized by BANC ONE or FCC as a
        consequence of the transactions herein contemplated;

        (c)      No gain or loss will be recognized to the shareholders of FCC
               on the exchange of their shares of FCC Common for shares of
           BANC ONE Common (disregarding for this purpose any cash
    received in lieu of fractional share interests);

       (d)      The Federal income tax basis of the BANC ONE Common received
             by the shareholders of FCC Common for their shares of FCC
              Common will be the same as the Federal income tax basis of
               the FCC Common surrendered in exchange therefor (reduced by
                any amount allocated to fractional share interests for which
cash is received); and                      

  (e)      The holding period of the BANC ONE Common received by a
                shareholder of FCC will include the period for which the FCC
              Common exchanged therefor was held, provided the exchanged
                 FCC Common was held as a capital asset by such shareholder on
the date of the exchange.                   

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13.      Representations and Warranties of BANC ONE. BANC ONE represents and    
    warrants to FCC that, except as set forth in BANC ONE's disclosure
     letter to FCC dated as of October 19, 1997 and delivered to FCC not
    later than the time of the execution of this Merger Agreement (the
"BANC ONE Disclosure Letter"):                                

        (a)      BANC ONE is a corporation duly organized and validly existing
              in good standing under the laws of the State of Ohio, is a
          registered bank holding company under the Bank Holding
           Company Act of 1956, as amended, and is qualified to do
          business and is in good standing in the State of Ohio,
          together with all other jurisdictions where it is both
              required to so qualify and where the failure to so qualify
         would have a material adverse effect on the business,
               operations, financial condition or results of operations of
              BANC ONE and its subsidiaries, taken as a whole, or on the
      ability of BANC ONE to consummate the transactions
               contemplated hereby (a "BANC ONE Material Adverse Effect"),
            and BANC ONE has full power and authority (including all
        licenses, franchises, permits and other governmental
               authorizations which are legally required) to engage in the
         businesses and activities now conducted by it and its
               subsidiaries in all material respects. Neither BANC ONE nor
                any of its subsidiaries is subject to any formal or informal
                agreement or understanding with, nor are any of them subject
                 to any order of, any bank regulatory authority restricting or
         prohibiting or attempting to restrict or prohibit any
             activities or conduct of BANC ONE or any such subsidiary.
                Subject only to obtaining the required regulatory approvals,
               BANC ONE is, and at all times after the date of this Merger
          Agreement to and including the Effective Time will be,
               authorized to effect the Merger under applicable law. As of
           June 30, 1997, the authorized capital stock of BANC ONE
              consisted of (i) 950,000,000 shares of BANC ONE Common, of
       which a total of 581,522,935 shares were issued and
                outstanding and none were held by BANC ONE as treasury stock
             and (ii) 35,000,000 shares of preferred stock without par
                value, of which 3,683,614 shares were issued and outstanding
as Series C $3.50 Cumulative                

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      Convertible Preferred Stock. All of the issued and
           outstanding shares of BANC ONE's capital stock are duly
             authorized, validly issued, fully paid, nonassessable and
              subject to no pre-emptive rights. Since June 30, 1997 BANC
               ONE has issued approximately 3,318,530 additional shares of
          BANC ONE Common and has issued no additional shares of
preferred stock.                            

(b)      BANC ONE has furnished to FCC copies of the following
     financial statements relating to BANC ONE and its
           consolidated subsidiaries: (i) the audited Consolidated
               Balance Sheets of BANC ONE as of December 31, 1996 and 1995
            and the Consolidated Statements of Income, Shareholders'
                 Equity and Cash Flows for each of the years in the three-year
           period ended December 31, 1996, together with the notes
         thereto, as audited by Coopers & Lybrand, independent
                 auditors as included in BANC ONE's Annual Report on Form 10-K
               for the year ended December 31, 1996 as filed with the SEC;
                 and (ii) the unaudited Consolidated Balance Sheet of BANC ONE
              as at June 30, 1997 and the related unaudited Consolidated
                 Statements of Income, Shareholders' Equity and Cash Flows for
              the quarter then ended, together with the notes thereto as
                included in BANC ONE's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1997, as filed with the SEC. Each of
              the aforementioned financial statements, and all financial
                 statements included in Form 10-K or Forms 10-Q filed with the
                 SEC subsequent to the date of this Merger Agreement and prior
             to the Effective Time will, present fairly, in accordance
               with generally accepted accounting principles (applied on a
         consistent basis except as disclosed in the footnotes
                thereto), the consolidated financial position and results of
              operations of BANC ONE as of the dates and for the periods
               therein set forth. Such financial statements do not or will
               not, as of the dates thereof, include any material asset or
                 omit any material liability, absolute or contingent, or other
             fact, the inclusion or omission of which renders or would
     render such financial statements, in light of the
               circumstances under which they were made, misleading in any
material respect.                           

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             Since June 30, 1997, there has not been any change in the
             financial condition, results of operations or business of
         BANC ONE and its subsidiaries that has had a BANC ONE
Material Adverse Effect.                    

(c)      Since December 31, 1993, BANC ONE and each of its    
         subsidiaries has filed all reports, registrations and
              statements, together with any required amendments thereto,
           that any of them was required to file with (i) the SEC,
              including, but not limited to, all Forms 10-K, Forms 10-Q,
            Forms 8-K, annual reports and proxy statements, (ii) the
               Board, (iii) the Federal Deposit Insurance Corporation (the
               "FDIC"), (iv) the Office of the Comptroller of the Currency
          (the "OCC") and (v) any applicable state securities or
          banking authorities in all material respects. All such
              reports and statements filed (and those to be filed in the
          future) with any such regulatory body or authority are
            collectively referred to in this Merger Agreement as the
                 "Reports." As of their respective dates, the Reports complied
            or, if filed in the future, will comply, in all material
      respects with the respective rules and regulations
            promulgated by the SEC, the Board, the FDIC, the OCC and
                state securities or banking authorities, and did not contain
                 at the time filed, and all Reports to be filed after the date
              hereof and prior to the Effective Time will not contain at
              the time filed, any untrue statement of a material fact or
               omit to state a material fact required to be stated therein
            or necessary in order to make the statements therein, in
              light of the circumstances under which they were made, not
misleading.                                 

  (d)      The Boards of Directors of BANC ONE and DELTA have duly
        authorized the execution and delivery of this Merger
             Agreement and approved the Merger as contemplated by this
               Merger Agreement. No authorization of this Merger Agreement
                 or of the transactions hereby contemplated is required by the
         shareholders of BANC ONE. BANC ONE and DELTA have all
           requisite power and authority to enter into this Merger
         Agreement and BANC ONE has and, after BANC ONE's vote

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                 of the shares of DELTA in favor of the Merger as contemplated
                by Section 10(j), BANC ONE and DELTA will have the corporate
                 authority to consummate the transactions contemplated hereby.
              Subject, with respect to DELTA, to approval by BANC ONE as
               DELTA's sole shareholder, this Merger Agreement constitutes
               the valid and legally binding and enforceable obligation of
                 each of BANC ONE and DELTA, and this Merger Agreement and the
            consummation of the Merger have been duly authorized and
             approved on behalf of BANC ONE and DELTA by all requisite
                corporate action. Neither the execution and delivery of this
             Merger Agreement nor, provided the required approvals are
     obtained from the Board and the Commissioner, the
                consummation of the Merger will conflict with, result in the
           breach of, constitute a default under or accelerate the
                performance provided by the terms of any law, or any rule or
             regulation of any governmental agency or authority or any
           judgment, order or decree of any court, bank regulatory
            agency or other governmental agency to which BANC ONE or
              DELTA is subject, any contract, agreement or instrument to
              which BANC ONE or DELTA is a party or by which BANC ONE or
                 DELTA is bound or committed, or the Articles of Incorporation
                 or Code of Regulations of BANC ONE or DELTA, or constitute an
           event which with the lapse of time or action by a third
               party, could result in a default under any of the foregoing
                or result in the creation of any lien, charge or encumbrance
                upon any of the assets or properties of BANC ONE or DELTA or
           upon any of the stock of BANC ONE or DELTA or adversely
             affect the ability of BANC ONE or DELTA to consummate the
            transactions contemplated hereby, except, in the case of
        contracts, agreements or instruments, such defaults,
           conflicts or breaches which either (i) will be cured or
                 waived prior to the Effective Time or (ii) if not so cured or
                waived would not, in the aggregate, have a BANC ONE Material
Adverse Effect.                             

      (e)      The reserve for possible loan and lease losses shown on the
           June 30, 1997 Consolidated Balance Sheet of BANC ONE is
adequate in all material respects under     

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                the requirements of generally accepted accounting principles
                 to provide for possible losses, net of recoveries relating to
      loans previously charged off, on loans outstanding
                (including, without limitation, accrued interest receivable)
as of June 30, 1997.                        

      (f)      Except as disclosed in the financial statements referred to
           in Section 13(b), there is no litigation, action, suit,
              investigation or proceeding pending or, to the best of the
              knowledge of BANC ONE and its executive officers after due
                inquiry, overtly threatened against or affecting BANC ONE or
                any of its subsidiaries or involving any of their respective
         properties or assets, at law or in equity, before any
          federal, state, municipal, local or other governmental
        authority, which is reasonably likely to be resolved
             adversely to the interest of BANC ONE or its subsidiaries
               and, if so resolved, would have a BANC ONE Material Adverse
                 Effect or materially impair its ability to perform under this
              Merger Agreement, and to the best of the knowledge of BANC
                ONE and its executive officers after due inquiry, no one has
             reasonable or valid grounds on which it reasonably can be
         expected that anyone will assert or initiate any such
                 litigation, action, suit, investigation or proceeding against
BANC ONE or any of its subsidiaries.        

      (g)      At the Effective Time and on such subsequent dates when the
        former shareholders of FCC surrender their FCC share
             certificates for cancellation and exchange, the shares of
               BANC ONE Common to be exchanged with former shareholders of
                 FCC will have been duly authorized and validly issued by BANC
               ONE and will be fully paid and nonassessable and subject to
no pre-emptive rights.                      

(h)      BANC ONE and each of its subsidiaries have good and  
       marketable title to all their respective assets and
                 properties, whether real or personal, tangible or intangible,
         including without limitation the capital stock of its
                 subsidiaries and all other assets and properties reflected in
        BANC ONE's Consolidated Balance Sheet as of June 30,

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         1997 or which would be reflected thereon if not fully
           amortized or depreciated or acquired subsequent thereto
              (except to the extent that such assets and properties have
             been disposed of for fair value in the ordinary course of
       business since June 30, 1997), and BANC ONE and its
         subsidiaries as lessee have the right under valid and
             subsisting leases to occupy, use, possess and control all
            property leased by BANC ONE and its subsidiaries that is
                 material to them taken as a whole. Such assets and properties
           are subject to no liens, mortgages, security interests,
               encumbrances, pledges or charges of any kind, except (i) as
                 noted in said Consolidated Balance Sheet or the notes thereto
                 or, with respect to assets and properties acquired after June
               30, 1997, as noted in BANC ONE's Consolidated Balance Sheet
                 or the notes thereto included in a periodic report filed with
               the SEC; (ii) statutory liens for taxes not yet delinquent;
                 (iii) landlord's liens; (iv) minor defects and irregularities
                in title and encumbrances which do not materially impair the
                 use thereof for the purposes for which they are held; and (v)
            such liens, mortgages, security interests, encumbrances,
                 lease defects and charges as do not, in the aggregate, have a
               BANC ONE Material Adverse Effect. At the Effective Time all
          limitations affecting such properties will not, in the
       aggregate, have a BANC ONE Material Adverse Effect.

     (i)      To the best of the knowledge of BANC ONE and its executive
             officers after due inquiry, BANC ONE and its subsidiaries
       have complied with all laws, regulations and orders
              applicable to them and to the conduct of their businesses,
        including without limitation all statutes, rules and
                regulations pertaining to the conduct of banking activities,
                except for violations which, together with any penalty which
                results therefrom, have not had and will not have a BANC ONE
             Material Adverse Effect.  Neither BANC ONE nor any of its
               subsidiaries is in default under, and no event has occurred
           which, to the best of the knowledge of BANC ONE and its
                 executive officers, after due inquiry, is likely to result in
             a default under the terms of any judgment, decree, order,
          writ, rule or regulation of any governmental authority

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                or court, whether federal, state or local and whether at law
              or in equity, in each case where the default has had or is
      likely to have a BANC ONE Material Adverse Effect.

  (j)      BANC ONE and DELTA have not incurred and will not incur
                directly or indirectly any liability for brokerage, finders'
                 or investment bankers' fees or commissions in connection with
          this Merger Agreement or the transactions contemplated
hereby.                                     

 (k)      Each pension, stock bonus or purchase, profit-sharing,
                 retirement, health and welfare plan maintained by or covering
            employees of BANC ONE or any subsidiary of BANC ONE (for
      purposes of this paragraph hereinafter referred to
                 collectively as the "Plans") which purports to be a qualified
                 plan under Section 401(a) of the Code is so qualified. All of
          the Plans which constitute employee pension benefit or
          employee welfare benefit plans subject to the Employee
                 Retirement Income Security Act of 1974, as amended ("ERISA"),
               have been maintained in compliance in all material respects
           with the applicable requirements of ERISA. All material
                notices, reports and other filings required under applicable
              law to be given or made to or with any governmental agency
       with respect to the Plans have been timely filed or
              delivered.  BANC ONE and its executive officers, after due
             inquiry, have no knowledge of (i) any circumstances which
            would adversely affect the qualification of the Plans or
               their compliance with the applicable requirements of ERISA,
                or would result or have resulted in liability under Title IV
            of ERISA or (ii) any "reportable event" (as such term is
           defined in Section 4043(b) of ERISA) or any "prohibited
                 transaction" (as such term is defined in Section 406 of ERISA
                 and Section 4975(c) of the Code) which has occurred since the
              date on which said sections became applicable to the Plans
           and which could reasonably be expected to result in any
           material liability of BANC ONE or any subsidiary to the
          Pension Benefit Guaranty Corporation (the "PBGC"), the
                Department of Treasury, the Department of Labor or any multi
              employer plan. Those Plans which are defined benefit plans
within the meaning of                       

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             ERISA meet the minimum funding standards set forth in the
               Code and ERISA and the assets of such Plans equal or exceed
               the current value of accrued benefits under such Plans on a
              termination basis using PBGC interest rates as of the most
        recent plan valuation dates. There are no pending or
            threatened claims (other than claims for benefits in the
              ordinary course), lawsuits or arbitrations which have been
            asserted or instituted against the Plans, or against any
                 fiduciaries thereof with respect to their duties to the Plans
             or the assets of any of the trusts under any of the Plans
               which in either case could reasonably be expected to result
              in any material liability of BANC ONE or any subsidiary to
                the PBGC, Department of Treasury, Department of Labor or any
multi employer plan.                        

     (l)      Except where the failure to file would not have a BANC ONE
             Material Adverse Effect, BANC ONE and/or its subsidiaries
                have duly filed all federal, state, county and local income,
                 franchise, bank, excise, real and personal property and other
                 tax returns and reports (including, but not limited to, those
          relating to social security, withholding, unemployment
            insurance, and occupation, sales and use taxes and those
                filed on a consolidated, combined or unitary basis) required
                to have been filed by BANC ONE or its subsidiaries up to the
          date hereof. All of the foregoing returns are true and
          correct in all material respects, and BANC ONE and its
                subsidiaries have paid or, prior to the Effective Time, will
            pay all taxes, interest, additions to tax, and penalties
               shown on such returns or reports as being due or (except to
           the extent the same are contested in good faith and, if
           material, summarized in the BANC ONE Disclosure Letter)
             claimed to be due to any federal, state, county, local or
              other taxing authority, and there is, and at the Effective
                 Time will be, no basis for any additional claim or assessment
               which might have a BANC ONE Material Adverse Effect, except
                 for those being contested in good faith and summarized in the
              BANC ONE Disclosure Letter.  BANC ONE and its subsidiaries
           have paid or made adequate provision in their financial
             statements or on their books and records for all material

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               taxes payable in respect of all periods ending on or before
               the date hereof. BANC ONE and its subsidiaries have, and at
               the Effective Time will have, no liability for any material
                amount of taxes, interest, additions to tax, or penalties of
                any nature whatsoever, except for those taxes which may have
             arisen up to the Effective Time in the ordinary course of
              business and are properly accrued on the books of BANC ONE
              and its subsidiaries as of the Effective Time or are being
       contested in good faith and have, if material, been
 summarized in the BANC ONE Disclosure Letter.

 (m)      BANC ONE and its subsidiaries have in effect insurance
         coverage with reputable insurers, which in respect of
           amounts, premiums, types and risks insured, constitutes
              reasonably adequate coverage against all risks customarily
       insured against by bank holding companies and their
              subsidiaries comparable in size and operations to BANC ONE
and its subsidiaries.                       

 (n)      Neither the Proxy Statement/Prospectus nor the related
          registration statement nor any amendment or supplement
             thereto that is filed with the SEC in connection with the
                transactions contemplated hereby (except for any information
         which has been or shall be supplied in writing by FCC
                specifically for inclusion in the Proxy Statement/Prospectus
                 and registration statement and is so included as so supplied)
             shall contain (in the case of information relating to the
               Proxy Statement/Prospectus, at the time it is mailed and in
        the case of information relating to the registration
                statement at the time it becomes effective and in both cases
            at the time of the meeting of FCC's shareholders held to
           consider the proposed Merger) any untrue statement of a
          material fact or shall omit to state any material fact
                necessary to make the statements contained therein, in light
                of the circumstances in which they are made, not misleading.
                The registration statement and any amendments or supplements
              thereto that are filed with the SEC in connection with the
transactions contemplated                   

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               hereby will comply as to form in all material respects with
                the provisions of the 1933 Act and the rules and regulations
promulgated thereunder.                     

(o)      No employee of BANC ONE or any of its subsidiaries is
            represented, for purposes of collective bargaining, by a
              labor organization of any type. BANC ONE is unaware of any
              efforts during the past five years to unionize or organize
                any employees of BANC ONE or any of its subsidiaries, and no
        claim related to such employees under the Fair Labor
                 Standards Act, National Labor Relations Act, Civil Rights Act
               of 1964, Walsh-Healy Act, Davis Bacon Act, Civil Rights Act
                of 1866, 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, or any state or local employment
              related law, order, ordinance or regulation, and no unfair
            labor practice, discrimination or wage-and-hour claim is
                pending or, to the best of the knowledge of BANC ONE and its
                 executive officers after due inquiry, threatened against BANC
            ONE or any of its subsidiaries which claim has had or is
                 reasonably likely to have a BANC ONE Material Adverse Effect.

 (p)      To the best of knowledge of BANC ONE and its executive
       officers after due inquiry: (i) with respect to any
                 contaminant, pollutant, hazardous substance, hazardous waste,
              hazardous pollutant, toxic pollutant, toxic waste or toxic
             substance ("Contaminant"), there are no material actions,
              proceedings or investigations pending or threatened before
                 any federal or state environmental regulatory body, or before
               any federal or state court, alleging non-compliance with or
           liability in connection with, by BANC ONE or any of its
           subsidiaries, the Comprehensive Environmental Response,
             Compensation and Liability Act, 42 U.S.C.Sections 9601 et
                 seq.  ("CERCLA"), the Resource Conservation and Recovery Act,
                 42 U.S.C.Sections 6901 et seq. ("RCRA"), the Clean Water Act,
                 33 U.S.C.Sections 1251 et seq. ("CWA"), or the Clean Air Act,
42                                          

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                 U.S.C. Sections 7401 et seq. ("CAA"), as each is amended from
                 time to time, or any other federal, state, local or municipal
               statute, ordinance or regulation, or order, ruling or other
         decision of any court, administrative agency or other
          governmental authority relating to health or safety or
        environmental protection (such statutes, ordinances,
         regulations, orders, rulings and decisions, together,
                "Environmental Laws"); (ii) there is no reasonable basis for
         the institution of any material action, proceeding or
             investigation against BANC ONE or any of its subsidiaries
               under any Environmental Law; (iii) neither BANC ONE nor any
              of its subsidiaries is responsible in any material respect
                under any Environmental Law for any release by any person at
           or in the vicinity of real property of any Contaminant,
                caused by the spilling, leaking, pumping, pouring, emitting,
                 emptying, discharging, injecting, escaping, leaching, dumping
         or disposing of any such hazardous substance into the
               environment (collectively "Release"); (iv) neither BANC ONE
               nor any of its subsidiaries is responsible for any material
          costs of any response action required by virtue of any
              Release of any Contaminant into the environment including,
                 without limitation, costs arising from investigation, removal
                 or remediation of Contaminants, security fencing, alternative
              water supplies, temporary evacuation and housing and other
        emergency assistance undertaken by any environmental
                 regulatory body or any other person; (v) BANC ONE and each of
                 its subsidiaries are, in all material respects, in compliance
            with all applicable Environmental Laws; and (vi) no real
                 property owned or used by BANC ONE or any of its subsidiaries
               contains any Contaminant including, without limitation, any
             asbestos, PCBs or petroleum products or byproducts in any
                form, the presence, location or condition of which (a) could
              require remediation or other corrective action pursuant to
         any Environmental Law in any material respect, or (b)
              otherwise would pose any significant health or safety risk
unless remedial measures were taken.        

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 (q)      BANC ONE and/or its subsidiaries (i) have surveyed the
                facilities where BANC ONE and its subsidiaries conduct their
              businesses including, without limitation, automatic teller
          machines (collectively, the "BANC ONE Facilities") for
               compliance with the Americans with Disabilities Act and the
             regulations issued thereunder (collectively, "ADA"); (ii)
                have developed action plans to remove architectural barriers
           including communication barriers that are structural in
               nature from existing BANC ONE Facilities (collectively, the
      "BANC ONE Barriers") when such removal is "readily
           achievable," as that term is defined in ADA; (iii) have
                 finalized action plans for automatic teller machines ("ATMs")
                 in conformance with the Joint Final Rule of the Architectural
              and Transportation Barriers Compliance Board ("ATBCB") and
                the Department of Transportation, effective August 16, 1993;
              (iv) have developed or will develop schedules for BANC ONE
                 Barrier removal from BANC ONE Facilities in such action plans
                so that BANC ONE Barrier removal was complete on January 26,
                1992 or will be completed as soon as practicable thereafter;
          and (v) have removed all BANC ONE Barriers in BANC ONE
                Facilities or will cause all BANC ONE Barriers to be removed
               in accordance with such action plans. All "alterations" (as
       such term is defined in ADA) to BANC ONE Facilities
             undertaken after January 26, 1992 comply with ADA and the
               ATBCB Accessibility Guidelines for Buildings and Facilities
                ("ADAAG"). Effective January 26, 1992, all plans and designs
           for new construction to be utilized by BANC ONE and its
              subsidiaries comply with ADA and ADAAG. To the best of the
               knowledge of BANC ONE and its executive officers, after due
        inquiry, no material investigations, proceedings, or
             complaints, formal or informal, are pending or threatened
               against BANC ONE and/or its subsidiaries in connection with
               BANC ONE Facilities under ADA, ADAAG, or any other state or
             federal law concerning accessibility for individuals with
disabilities.                               

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       (r)      The statements made and the information included in the BANC
              ONE Disclosure Letter and any attachments thereto shall be
               deemed to constitute representations and warranties of BANC
            ONE under this Merger Agreement to the same extent as if
                herein set forth in full. Anything disclosed in the BANC ONE
         Disclosure Letter or the attachments thereto shall be
         considered to have been disclosed for purposes of all
               representations, warranties and covenants under this Merger
Agreement.                                  

     (s)      Neither BANC ONE nor, to BANC ONE's best knowledge, any of
              its affiliates has taken or agreed to take any action that
               would prevent BANC ONE from accounting for the transactions
              to be effected pursuant to this Agreement as a "pooling of
               interests" in accordance with generally accepted accounting
                principles and applicable SEC regulations. As of the date of
              this Agreement, BANC ONE has no reason to believe that the
           Merger will not qualify as a "pooling of interests" for
accounting purposes.                        

14.      Representations and Warranties of DELTA and of BANC ONE with respect   
        to DELTA. BANC ONE and DELTA represent and warrant to FCC that, except
as set forth in the BANC ONE Disclosure Letter:               

     (a)      DELTA is a corporation duly organized and validly existing
              under the laws of the State of Ohio and is qualified to do
         business and is in good standing in the State of Ohio
          together with all other jurisdictions where it is both
              required to so qualify and the failure to so qualify would
               have a material adverse effect on the business, operations,
              financial condition or result of operations of DELTA or on
       the ability of DELTA to consummate the transactions
               contemplated hereby, and DELTA has full power and authority
          (including all licenses, franchises, permits and other
              governmental authorizations which are legally required) to
              engage in the business and activities now conducted by it.
 The authorized capital stock of DELTA is, and

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              at the Effective Time will be, 500 shares of common stock,
         without par value, of which 500 shares are issued and
                 outstanding, all of which are, and at the Effective Time will
             be, owned of record and beneficially by BANC ONE free and
                 clear of all liens, security interests or other encumbrances.
              DELTA has no subsidiaries. DELTA has no material assets or
            liabilities other than its obligations under this Merger
Agreement.                                  

      (b)      The Board of Directors of DELTA has authorized execution of
                this Merger Agreement and approved the acquisition of FCC as
        contemplated by this Merger Agreement. DELTA has all
              requisite power and corporate authority to enter into this
             Merger Agreement and, after the approval of the Merger by
             BANC ONE, DELTA will have the authority to consummate the
            transactions contemplated hereby. Subject to shareholder
                 approval, this Merger Agreement will constitute the valid and
                 legally binding obligation of DELTA and this Merger Agreement
             and the consummation hereof have been duly authorized and
          approved on behalf of DELTA by all requisite corporate
             action. Neither the execution and delivery of this Merger
            Agreement nor, subject to DELTA shareholder approval and
               provided the required approvals are obtained from the Board
             and the Commissioner, the consummation of the Merger will
                conflict with, result in the breach of, constitute a default
                under or accelerate the performance provided by the terms of
                 any law, or any rule or regulation of any governmental agency
               or authority or any judgment, order or decree of any court,
                bank regulatory agency or other governmental agency to which
               DELTA may be subject, any contract, agreement or instrument
           to which DELTA is a party or by which DELTA is bound or
          committed, or the Articles of Incorporation or Code of
               Regulations of DELTA, or constitute an event which with the
               lapse of time or action by a third party, could result in a
                default under any of the foregoing or result in the creation
                of any lien, charge or encumbrance upon any of the assets or
properties of                               

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                DELTA or adversely affect the ability of DELTA to consummate
the transactions contemplated hereby.       

15.      Representations and Warranties of FCC. FCC represents and warrants to  
  BANC ONE that, except as set forth in reports, proxy statements,
       registration statements and other documents filed by FCC with the SEC
since December 31, 1996, including the exhibits thereto or    
      incorporated by reference therein and other information incorporated
        by reference therein (the "FCC 1997 SEC Documents") or as set forth in
        FCC's disclosure letter dated October 19, 1997, and any attachments or
     schedules annexed thereto, and delivered to BANC ONE not later than
     the time of BANC ONE's execution of this Merger Agreement (the "FCC
Disclosure Letter"):                                          

      (a)      FCC is a corporation duly organized and validly existing in
                good standing under the laws of the State of Louisiana, is a
          registered bank holding company under the Bank Holding
           Company Act of 1956, as amended, and is qualified to do
               business and is in good standing in all jurisdictions where
                 it is both required to so qualify and where the failure to so
                 qualify would have a material adverse effect on the business,
               operations, financial condition or results of operations of
                FCC and the Subsidiaries taken as a whole, or on the ability
                of FCC to consummate the transactions contemplated hereby (a
             "FCC Material Adverse Effect") and FCC has full corporate
            power and authority (including all licenses, franchises,
           permits and other governmental authorizations which are
                legally required) to engage in the businesses and activities
            now conducted by it and the Subsidiaries in all material
          respects. FCC is not subject to any formal or informal
             agreement or understanding with, nor is it subject to any
          order of, any bank regulatory authority restricting or
         prohibiting or attempting to restrict or prohibit any
                activities or conduct of FCC. As of the date hereof, FCC had
                authorized capital stock consisting of 100,000,000 shares of
                 FCC Common, of which a total of 39,008,334 shares were issued
and outstanding, not                        

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              including 5,810 shares of treasury stock owned by FCC, and
                5,000,000 shares of FCC Preferred, none of which were issued
                and outstanding. All of the issued and outstanding shares of
              FCC Common are duly authorized, validly issued, fully paid
             and nonassessable and none are issued in violation of the
       pre-emptive rights of any shareholder. There are no
               outstanding options, warrants or commitments of any kind to
           acquire FCC's capital stock and no rights plan or other
                 similar plan is related to FCC's capital stock except for (i)
            options for not more than 1,927,434 shares of FCC Common
                issued to officers and employees of FCC and its Subsidiaries
         under The FCC 1985 Stock Option Plan, The Amended and
             Restated 1992 Stock Incentive Plan and the FCC 1997 Stock
               Option Plan (the "FCC Stock Option Plans"); (ii) the option
            to be granted to BANC ONE pursuant to Section 21 of this
              Agreement; (iii) Rights issued or issuable pursuant to the
               FCC Rights Plan; (iv) conversion rights with respect to the
                Debentures; and (v) 104,361 shares of FCC Common issuable as
              performance shares under the FCC Amended and Restated 1992
Stock Incentive Plan.                       

     (b)      The following financial statements relating to FCC and the
            Subsidiaries on a consolidated basis are incorporated by
              reference into FCC's Form 10-K for the year ended December
              31, 1996 or are included in FCC's Quarterly Report on Form
             10-Q for the quarter ended June 30, 1997: (i) the audited
                 Consolidated Balance Sheet of FCC as of December 31, 1996 and
    1995, and the Consolidated Statements of Income,
                Stockholders' Equity and Cash Flows for each of the years in
                the three-year period ended December 31, 1996, together with
                the notes thereto, as audited by Arthur Andersen L.L.P.; and
              (ii) the unaudited Consolidated Balance Sheet of FCC as at
        June 30, 1997 and the related unaudited Consolidated
           Statement of Income and Cash Flows for the quarter then
               ended, together with the notes thereto as included in FCC's
                Quarterly Report on Form 10-Q for the quarter ended June 30,
          1997 as filed with the SEC. Each of the aforementioned
financial statements, and all financial     

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              statements included in Forms 10-K or Forms 10-Q filed with
               the SEC subsequent to the date of this Merger Agreement and
        prior to the Effective Time will, present fairly, in
            accordance with generally accepted accounting principles
             (applied on a consistent basis except as disclosed in the
               footnotes thereto), the consolidated financial position and
            results of operations of FCC as of the dates and for the
               periods therein set forth. Such financial statements do not
              or will not, as of the dates thereof, include any material
                 asset or omit any material liability, absolute or contingent,
                or other fact, the inclusion or omission of which renders or
           would render such financial statements, in light of the
               circumstances under which they were made, misleading in any
              material respect.  Since June 30, 1997, there has not been
                any change in the financial condition, results of operations
              or business of FCC and the Subsidiaries that has had a FCC
Material Adverse Effect.                    

        (c)      Since December 31, 1993, FCC and each of its Subsidiaries has
             filed all reports, registrations and statements, together
              with any required amendments thereto, that any of them was
                 required to file with (i) the SEC, including, but not limited
                 to, all Forms 10-K, Forms 10-Q, Forms 8-K, annual reports and
              proxy statements, (ii) the Board, (iii) the FDIC, (iv) the
          OCC and (v) any applicable state securities or banking
            authorities.  All such reports and statements filed (and
             those to be filed in the future) with any such regulatory
                 body or authority are collectively referred to in this Merger
                 Agreement as the "Reports." As of their respective dates, the
             Reports complied or, if filed in the future, will comply,
                with the respective rules and regulations promulgated by the
             SEC, the Board, the FDIC, the OCC and state securities or
             banking authorities in all material respects, and did not
                contain at the time filed, and all Reports to be filed after
            the date hereof and prior to the Effective Time will not
                 contain at the time filed, any untrue statement of a material
               fact or omit to state a material fact required to be stated
therein or necessary in order to make the   

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                 statements therein, in light of the circumstances under which
they were made, not misleading.             

(d)      The Board of Directors of FCC has duly authorized the
                execution and delivery of this Merger Agreement and approved
               the Merger as contemplated by the Merger Agreement and will
                recommend it to the FCC shareholders for adoption unless, in
          the good faith judgment of the Board of Directors such
           recommendation would be inconsistent with its fiduciary
              duties. Subject to approval by the shareholders of FCC and
                the contemplated regulatory approvals, this Merger Agreement
          constitutes the valid, legally binding and enforceable
         obligation of FCC and FCC has all requisite power and
                 authority to enter into this Merger Agreement and FCC has the
                authority to consummate the transactions contemplated hereby
           so that, provided all required corporate and regulatory
                 approvals are obtained, neither the execution and delivery of
                 this Merger Agreement nor the consummation of the Merger will
                conflict with, result in the breach of, constitute a default
                under or accelerate the performance provided by the terms of
                 any law, or any rule or regulation of any governmental agency
               or authority or any judgment, order or decree of any court,
                bank regulatory agency or other governmental agency to which
            FCC is subject, any contract, agreement or instrument to
               which FCC is a party or by which FCC is bound or committed,
        assuming FCC's compliance with the provisions of its
     Debentures related to mergers, or the Articles of
                 Incorporation or By-laws of FCC, or constitute an event which
            with the lapse of time or action by a third party, could
                 result in the default under any of the foregoing or result in
               the creation of any lien, charge or encumbrance upon any of
                the assets or properties of FCC or upon any of FCC's capital
          stock, except, in the case of contracts, agreements or
           instruments, such defaults, conflicts or breaches which
             either (i) will be cured or waived prior to the Effective
            Time or (ii) if not so cured or waived would not, in the
  aggregate, have a FCC Material Adverse Effect.

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      (e)      The reserve for possible loan and lease losses shown on the
               June 30, 1997 Consolidated Balance Sheet of FCC is adequate
                in all material respects under the requirements of generally
          accepted accounting principles to provide for possible
          losses, net of recoveries relating to loans previously
         charged off, on loans outstanding (including, without
                 limitation, accrued interest receivable) as of June 30, 1997.

 (f)      There is no litigation, action, suit, investigation or
              proceeding pending or, to the best of the knowledge of FCC
            and its executive officers after due inquiry, threatened
          against or affecting FCC or any of its Subsidiaries or
              involving any of their respective properties or assets, at
                 law or in equity, before any federal, state, municipal, local
                 or other governmental authority which is reasonably likely to
       be resolved adversely to the interest of FCC or its
               Subsidiaries and, if so resolved, would have a FCC Material
               Adverse Effect, and to the best of the knowledge of FCC and
        its executive officers after due inquiry, no one has
             reasonable or valid grounds on which it reasonably can be
         expected that anyone will assert or initiate any such
                 litigation, action, suit, investigation or proceeding against
FCC or any of the Subsidiaries.             

     (g)      FCC and its Subsidiaries have good and marketable title to
               all their respective assets and properties, whether real or
       personal, tangible or intangible, including without
            limitation the capital stock of its Subsidiaries and all
               other assets and properties reflected in FCC's Consolidated
                 Balance Sheet as of June 30, 1997 or which would be reflected
             thereon if not fully amortized or depreciated or acquired
                 subsequent thereto (except to the extent that such assets and
          properties have been disposed of for fair value in the
                 ordinary course of business since June 30, 1997), and FCC and
             its Subsidiaries as lessee have the right under valid and
             subsisting leases to occupy, use, possess and control all
                property leased by FCC and its Subsidiaries that is material
            to them taken as a whole. Such assets and properties are
subject to no liens,                        

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           mortgages, security interests, encumbrances, pledges or
        charges of any kind, except (i) as reflected in said
            Consolidated Balance Sheet or the notes thereto or, with
            respect to assets and properties acquired after June 30,
             1997, as noted in FCC's Consolidated Balance Sheet or the
              notes thereto included in a periodic report filed with the
                 SEC; (ii) statutory liens for taxes not yet delinquent; (iii)
              landlord's liens; (iv) minor defects and irregularities in
                 title and encumbrances which do not materially impair the use
             thereof for the purposes for which they are held; and (v)
            such liens, mortgages, security interests, encumbrances,
                 lease defects and charges as do not, in the aggregate, have a
          FCC Material Adverse Effect. At the Effective Time all
          limitations affecting such properties will not, in the
  aggregate, have a FCC Material Adverse Effect.

(h)      To the best of the knowledge of FCC and its executive
             officers after due inquiry, FCC and its Subsidiaries have
                complied with all laws, regulations and orders applicable to
          them and to the conduct of their businesses, including
          without limitation all statutes, rules and regulations
               pertaining to the conduct of banking activities, except for
             violations which, together with any penalty which results
            therefrom, have not had and will not have a FCC Material
                 Adverse Effect. Neither FCC nor any of its Subsidiaries is in
               default under, and no event has occurred which, to the best
                 of the knowledge of FCC and its executive officers, after due
                inquiry, is likely to result in a default under the terms of
                any judgment, decree, order, writ, rule or regulation of any
              governmental authority or court, whether federal, state or
                 local and whether at law or in equity, in each case where the
               default has had or is likely to have a FCC Material Adverse
Effect.                                     

        (i)      FCC has not, since June 30, 1997 to the date hereof, (i) sold
               or issued any corporate debt securities, granted any option
               for the purchase of capital stock or sold, issued, reissued
               or increased its shares of its capital stock, except as may
be permitted                                

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               pursuant to Section 16(b) hereof or as incurred in carrying
              out the transaction contemplated by this Merger Agreement;
            (ii) declared or set aside or paid any dividend or other
               distribution in respect of its capital stock, except as may
                 be permitted pursuant to Section 16(a) hereof; (iii) directly
                or indirectly, purchased, redeemed or otherwise acquired any
         shares of such stock; (iv) incurred any obligation or
            liability (absolute or contingent) except obligations or
               liabilities incurred in the ordinary course of business, or
                 mortgaged, pledged or subjected to lien or encumbrance on any
               of its material assets or properties except in the ordinary
               cause of business; (v) discharged or satisfied any material
          lien or encumbrance or paid any material obligation or
              liability (absolute or contingent), except in the ordinary
           course of business; (vi) except such as have not or the
             resolution of which will not have an FCC Material Adverse
                 Effect, sold, exchanged or otherwise disposed of any material
                 capital assets; (vii) made any extraordinary officers' salary
          increase or wage increase, entered into any employment
                contract with any officer or salaried employee or instituted
              any employee welfare, bonus, stock option, profit-sharing,
              retirement or similar plan or arrangement; (viii) suffered
              any damage, destruction or loss, whether or not covered by
            insurance, that has had a FCC Material Adverse Effect or
                waived any rights of value which, in the aggregate, have had
            a FCC Material Adverse Effect; (ix) entered or agreed to
        enter into any agreement or arrangement granting any
              preferential right to purchase any of its material assets,
                 properties or rights or requiring the consent of any party to
            the transfer and assignment of any such material assets,
                properties or rights; or (x) entered into any other material
               transaction (other than in the ordinary course of business)
              except as expressly contemplated by this Merger Agreement.

   (j)      Neither FCC nor any of its Subsidiaries is a party to or
           bound by any material written or oral (i) employment or
             consulting contract which is not terminable by FCC or its
                Subsidiaries on 60 days or less notice, (ii) employee bonus,
deferred compensation,                      

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                pension, stock bonus or purchase, profit-sharing, retirement
                 or stock option plan, (iii) other employee benefit or welfare
                plan, or (iv) other executory material agreements as defined
           by the instructions to Exhibit 10 under Item 601 of SEC
             Regulation S-K. All FCC pension, stock bonus or purchase,
            profit-sharing, retirement, health and welfare plans are
                hereinafter referred to as the "Plans." Those Plans intended
               to be qualified plans under Section 401(a) of the Code meet
                 any applicable requirements for favorable tax treatment under
                the Code. All of the Plans which constitute employee pension
                 benefit plans or employee welfare plans subject to ERISA have
               been maintained in compliance in all material respects with
               the applicable requirements of ERISA. All material notices,
                 reports and other filings required under applicable law to be
                 given or made to or with any governmental agency with respect
                 to the Plans have been timely filed or delivered. FCC and its
                 executive officers after due inquiry have no knowledge of (i)
      any circumstances which would adversely affect the
           qualification of the Plans or their compliance with the
            applicable requirements of ERISA or would result or have
             resulted in liability under Title IV of ERISA or (ii) any
             unreported "reportable event" (as such term is defined in
                 Section 4043(b) of ERISA) or any "prohibited transaction" (as
            such term is defined in Section 406 of ERISA and Section
             4975(c) of the Code) which has occurred since the date on
                which said sections became applicable to the Plans and which
          could reasonably be expected to result in any material
       liability of FCC or any Subsidiary to the PBGC, the
          Department of Treasury, the Department of Labor or any
             multiemployer plan. Those Plans which are defined benefit
              plans within the meaning of ERISA meet the minimum funding
              standards set forth in the Internal Revenue Code and ERISA
            and the assets of such Plans equal or exceed the current
               value of accrued benefits on a termination basis under such
                Plans on a termination basis using PBGC interest rates as of
                the most recent plan valuation date. There are no pending or
            threatened claims (other than claims for benefits in the
               ordinary course and pursuant to domestic relations orders),
lawsuits or arbitrations which have been    

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            asserted or instituted against the Plans, or against any
                 fiduciaries thereof with respect to their duties to the Plans
             or the assets of any of the trusts under any of the Plans
               which in either case could reasonably be expected to result
               in any material liability of FCC or any of its Subsidiaries
              to the PBGC, the Department of Treasury, the Department of
Labor or any multiemployer plan.            

(k)      Except where the failure to file would not have a FCC
             Material Adverse Effect, FCC and/or its Subsidiaries have
           duly filed all federal, state, county and local income,
                 franchise, bank, excise, real and personal property and other
                 tax returns and reports (including, but not limited to, those
          relating to social security, withholding, unemployment
             insurance, and occupation, sales, and use taxes and those
                filed on a consolidated, combined or unitary basis) required
                to have been filed by FCC or its Subsidiaries up to the date
            hereof. FCC has made available to BANC ONE a copy of its
                 Federal income tax return for the years 1996 and 1995 and, if
                 applicable, undertakes to provide BANC ONE with a copy of its
             Federal income tax return for the year 1997 when the same
                becomes available. All of the foregoing returns are true and
     correct in all material respects, and FCC and its
                Subsidiaries have paid or, prior to the Effective Time, will
            pay all taxes, interest, additions to tax, and penalties
               shown on such returns or reports as being due or (except to
           the extent the same are contested in good faith and, if
                 material, summarized in the FCC Disclosure Letter) claimed to
               be due to any federal, state, county, local or other taxing
               authority, and there is, and at the Effective Time will be,
               no basis for any additional claim or assessment which might
              have a FCC Material Adverse Effect, except for those being
                contested in good faith and summarized in the FCC Disclosure
               Letter. FCC and its Subsidiaries have paid or made adequate
                 provision in their financial statements or on their books and
            records for all material taxes payable in respect of all
            periods ending on or before the date hereof. FCC and its
              Subsidiaries have, and at the Effective Time will have, no
         liability for any material amount of taxes, interest,
additions to                                

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                tax, or penalties of any nature whatsoever, except for those
               taxes which may have arisen up to the Effective Time in the
               ordinary course of business and are properly accrued on the
                 books of FCC and the Subsidiaries as of the Effective Time or
                 are being contested in good faith and have, if material, been
summarized in the FCC Disclosure Letter.    

     (l)      FCC and the Subsidiaries have in effect insurance coverage
        with reputable insurers which in respect of amounts,
             premiums, types and risks insured, constitutes reasonably
           adequate coverage against all risks customarily insured
            against by bank holding companies and their subsidiaries
    comparable in size and operations to FCC and the
Subsidiaries.                               

    (m)      FCC has not incurred and will not incur any liability for
      brokerage, finders' or investment bankers' fees or
               commissions in connection with this Merger Agreement or the
              transactions contemplated hereby except for fees to Keefe,
              Bruyette & Woods, Inc. as set forth in that certain letter
           dated October 7, 1997 between FCC and Keefe, Bruyette &
               Woods, Inc. which letter shall be included as an exhibit to
the FCC Disclosure Letter.                  

(n)      To the best of FCC's knowledge, neither FCC nor any  
                Subsidiary is a party to any written or oral loan agreement,
          note or borrowing arrangement in violation of any law,
              regulation or rule of any governmental authority and which
             violation could, to the best of FCC's knowledge after due
inquiry, have a FCC Material Adverse Effect.

  (o)      None of the information provided by FCC to BANC ONE for
          inclusion in the Proxy Statement/Prospectus or related
                 registration statement or any amendment or supplement thereto
                (to the extent so included as so provided) shall contain (in
 the case of information relating to the Proxy
Statement/Prospectus, at the time it is     

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         mailed and in the case of information relating to the
                 registration statement, at the time it becomes effective, and
     in both cases at the time of the meeting of FCC's
                 shareholders held to consider the proposed Merger) any untrue
           statement of a material fact or shall omit to state any
            material fact necessary to make the statements contained
            therein, in light of the circumstances in which they are
                 made, not misleading.  The Proxy Statement/Prospectus that is
            filed with the SEC in connection with the meeting of the
              shareholders of FCC will comply as to form in all material
              respects with the provisions of the 1934 Act and the rules
and regulations promulgated thereunder.     

      (p)      Neither FCC nor any Subsidiary is, as of the date hereof, a
             party to any material contract and/or any material credit
              agreement as obligor, maker, issuer or guarantor and which
           contract or agreement contains covenants which make the
          acquisition of FCC or any Subsidiary by or merger with
          another entity a condition of default or acceleration.

        (q)      Attached hereto as Exhibit A is FCC's Subsidiaries List which
                sets forth the complete legal name of each Subsidiary and of
               any other entity in which FCC and/or any Subsidiary owns or
                 controls 5% or more of its capital or voting stock or similar
           interest, a designation of the laws under which each is
               incorporated or organized, the percentage interest owned by
           FCC or a Subsidiary in each such entity, the activities
               conducted by each entity. Except as set forth in Exhibit A,
             FCC has no Subsidiaries or interests of 5% or more of the
               capital or voting stock of any entity, except any entity in
             which such interest is owned or controlled in a fiduciary
             capacity. Each of the Subsidiaries and other entities set
          forth on Exhibit A is a corporation, limited liability
                 company or similar entity duly organized and validly existing
               in good standing under the laws of the United States or the
               state of its incorporation and has full power and authority
          (including all licenses, franchises, permits and other

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              governmental authorizations which are legally required) to
               engage in the businesses and activities now conducted by it
                and is duly qualified to do business and is in good standing
        in all jurisdictions where the failure to so qualify
               (together with all such failures) would have a FCC Material
                Adverse Effect. Except as may be set forth in Exhibit A, FCC
                 owns beneficially and of record all the outstanding shares of
                 capital stock of each Subsidiary and entity listed on Exhibit
              A, which stock is fully paid and non-assessable, except as
             provided by law. Neither FCC nor any Subsidiary listed on
            Exhibit A is a party to any partnership or joint venture
          except as may be set forth and described in Exhibit A.

        (r)      No employee of FCC or any of its Subsidiaries is represented,
     for purposes of collective bargaining, by a labor
           organization of any type. FCC is unaware of any efforts
          during the past five years to unionize or organize any
             employees of FCC or any of its Subsidiaries, and no claim
                 related to such employees under the Fair Labor Standards Act,
           National Labor Relations Act, Civil Rights Act of 1964,
               Walsh-Healy Act, Davis Bacon Act, Civil Rights Act of 1866,
                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, or any state or local employment related law,
                 order, ordinance or regulation, and no unfair labor practice,
               discrimination or wage-and-hour claim is pending or, to the
                 best of the knowledge of FCC and its executive officers after
            due inquiry, threatened against FCC or its Subsidiaries,
             which claim has had or is reasonably likely to have a FCC
Material Adverse Effect.                    

(s)      To the best of the knowledge of FCC and its executive
       officers after due inquiry: (i) with respect to any
              Contaminant, there are no material actions, proceedings or
              investigations pending or threatened before any federal or
                 state environmental regulatory body, or before any federal or
state court, alleging non-compliance with   

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              or liability in connection with, by FCC or any Subsidiary,
            CERCLA or any other Environmental Laws; (ii) there is no
                reasonable basis for the institution of any material action,
             proceeding or investigation against FCC or any Subsidiary
          under any Environmental Law; (iii) neither FCC nor any
               Subsidiary is responsible in any material respect under any
               Environmental Law for any Release; (iv) neither FCC nor any
           Subsidiary is responsible for any material costs of any
            response action required by virtue of any Release of any
       Contaminant into the environment including, without
            limitation, costs arising from investigation, removal or
              remediation of Contaminants, security fencing, alternative
              water supplies, temporary evacuation and housing and other
        emergency assistance undertaken by any environmental
         regulatory body or any other person; (v) FCC and each
               Subsidiary is, in all material respects, in compliance with
                all applicable Environmental Laws; and (vi) no real property
       owned or used by FCC or any Subsidiary contains any
                 Contaminant including, without limitation, any asbestos, PCBs
        or petroleum products or byproducts in any form, the
              presence, location or condition of which (a) could require
          remediation or other corrective action pursuant to any
               Environmental Law in any material respect, or (b) otherwise
           would pose any significant health or safety risk unless
remedial measures were taken.               

       (t)      FCC and/or the Subsidiaries (i) have surveyed the facilities
           where FCC and its Subsidiaries conduct their businesses
               including, without limitation, ATMs (collectively, the "FCC
             Facilities") for compliance with ADA; (ii) have developed
           action plans to remove architectural barriers including
             communication barriers that are structural in nature from
              existing FCC Facilities (collectively, the "FCC Barriers")
              when such removal is "readily achievable," as that term is
                 defined in ADA; (iii) have finalized action plans for ATMs in
              conformance with the Joint Final Rule of the ATBCB and the
                 Department of Transportation, effective August 16, 1993; (iv)
            have developed or will develop schedules for FCC Barrier
                removal from FCC Facilities in such action plans so that FCC
Barrier removal was complete on January     

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        26, 1992 or will be completed as soon as practicable
            thereafter; and (v) have removed all FCC Barriers in FCC
              Facilities or will cause all FCC Barriers to be removed in
                 accordance with such action plans. All "alterations" (as such
              term is defined in ADA) to FCC Facilities undertaken after
             January 26, 1992 comply with ADA and the ADAAG. Effective
                January 26, 1992, all plans and designs for new construction
              to be utilized by FCC and the Subsidiaries comply with ADA
                 and ADAAG. To the best of FCC's knowledge, after due inquiry,
           no material investigations, proceedings, or complaints,
             formal or informal, are pending or threatened against FCC
             and/or the Subsidiaries in connection with FCC Facilities
       under ADA, ADAAG, or any other state or federal law
               concerning accessibility for individuals with disabilities.

        (u)      The statements made in the FCC 1997 SEC Documents and the FCC
                 Disclosure Letter and any attachments thereto shall be deemed
             to constitute representations and warranties of FCC under
             this Merger Agreement to the same extent as if herein set
         forth in full. Anything disclosed in the FCC 1997 SEC
                 Documents and/or the FCC Disclosure Letter or the attachments
          thereto shall be considered to have been disclosed for
             purposes of all representations, warranties and covenants
under this Merger Agreement.                

       (v)      FCC has taken or has the legal right to take all action with
                respect to the FCC Rights Plan so that the execution of this
                 Merger Agreement and the consummation of the merger and other
              transactions, as contemplated by the Merger Agreement, did
                not and will not result in the grant, issuance or triggering
             of any right or entitlement or the obligation to grant or
            issue any interest in FCC Common, BANC ONE Common or the
                 common stock of the Surviving Corporation to any person under
         the FCC Rights Plan or enabling or allowing any Right
        associated with the FCC Rights Plan to be exercised,
distributed or triggered at any time.       

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(u)      Neither FCC nor, to FCC's best knowledge, any of its 
                affiliates has taken or agreed to take any action that would
               prevent BANC ONE from accounting for the transactions to be
        effected pursuant to this Agreement as a "pooling of
               interests" in accordance with generally accepted accounting
                principles and applicable SEC regulations. As of the date of
                this Agreement, FCC has no reason to believe that the Merger
               will not qualify as a "pooling of interests" for accounting
purposes.                                   

16.      Action by FCC Pending Effective Time. FCC agrees that from the date of 
      this Merger Agreement until the earlier of the Effective Time or the
    time that this Merger Agreement is terminated, except as stated in
     FCC's Disclosure Letter and except with prior written permission of
     BANC ONE, which, in any case covered by Section 16(d) hereof, shall
not be unreasonably withheld:                                 

     (a)      Beginning with the fourth calendar quarter of 1997 and for
             each succeeding calendar quarter thereafter prior to that
                 calendar quarter in which the Effective Time shall occur, FCC

              (i)      will not declare or pay any dividends or make any
                        distributions on shares of FCC Common, except cash
               dividends of $0.40 per share per quarter;

                (ii)     except as hereinbelow provided, will not declare or
                        pay any dividends or make any distributions in any
                       amount on its FCC Common for the quarter in which
                          the Effective Time shall occur and for which quarter
                    the shareholders of FCC Common are entitled to
                          receive regular quarterly dividends on the shares of
                         BANC ONE Common into which the shares of FCC Common
                        have been converted. It is the intent of this part
                         (ii) to provide that the holders of FCC Common will
                     receive either the payment of cash dividends on
their                     

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                 shares of FCC Common or the payment of cash
                    dividends as the holders of shares of BANC ONE
                       Common received in exchange for the shares of FCC
                      Common for the calendar quarter during which the
                          Effective Time shall occur, but will not receive and
                      will not become entitled to receive for the same
                          calendar quarter both the payment of a cash dividend
                      as shareholders of FCC and the payment of a cash
                       dividend as the holders of the shares of BANC ONE
                       Common received in exchange for the shares of FCC
                        Common. In the event that FCC does not declare and
                          pay cash dividends on its FCC Common in a particular
                  calendar quarter because of FCC's reasonable
                        expectation that the Effective Time would occur in
                      said calendar quarter wherein the holders of FCC
                       Common would have become entitled to receive cash
                          dividends for such calendar quarter on the shares of
                    BANC ONE Common to have been exchanged for the
                       shares of FCC Common, and the Effective Time does
                  not in fact occur effective in said calendar
                      quarter, then, as a result thereof, FCC shall be
                         entitled to declare and pay a cash dividend (within
                        the limitations of this Section 16) on said shares
                        of FCC Common for said calendar quarter as soon as
                 reasonably practicable. For purposes of the
                        foregoing, provided that FCC and BANC ONE continue
                     to declare dividends and establish record dates
                     related thereto which are consistent with their
                        respective past practices, a dividend is "for" the
                      quarter in which the record date occurs. Neither
                     party will significantly change its established
                      pattern of record and payable dates. If BANC ONE
                         chooses to close after the first available date and
                        that choice causes FCC shareholders to receive the
                        FCC dividend rather than the BANC ONE dividend for
                        that quarter, then the dividend that FCC may elect
                          to pay on each share of FCC Common may be the amount
                         of the cash dividend paid by BANC ONE on each share
                         of BANC ONE Common multiplied by the Exchange Rate.

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              The declaration of any dividends within the limitations of
                this Section 16(a) shall remain within the discretion of the
Board of Directors of FCC.                  

        (b)      FCC will not (and will not contract or agree to) issue, sell,
             or grant any warrant, option, phantom stock option, stock
               appreciation right or commitment of any kind for or related
                 to or acquire (or contract or agree to acquire) for value any
                 shares of its capital stock or otherwise effect any change in
                connection with its equity capitalization, except as related
               to (i) the outstanding stock options and performance shares
                 which have been granted requiring the issuance or purchase of
                not more than 1,927,434 and 104,361 shares, respectively, of
              FCC Common pursuant to the FCC Stock Option Plans and (ii)
               the option to be granted to BANC ONE pursuant to Section 21
of this Merger Agreement.                   

   (c)      Except as otherwise set forth in or contemplated by this
         Merger Agreement, FCC will carry on its businesses in
             substantially the same manner as heretofore, keep in full
                force and effect insurance comparable in amount and scope of
                coverage to that now maintained by it and use its reasonable
      best efforts to maintain and preserve its business
organization intact.                        

     (d)      Neither FCC nor any Subsidiary will (i) enter into any new
           line of business, except as may be disclosed in the FCC
                Disclosure Letter, or incur or agree to incur any obligation
              or liability except liabilities and obligations (including
                corporate debt issuances) incurred in the ordinary course of
                 business, except as may be directed by any regulatory agency;
              (ii) except as may be directed by any regulatory agency or
        required by any law or regulation, change its or the
               Subsidiaries' lending, investment, liability management and
            other material banking policies in any material respect;
       (iii) except in the ordinary course of business and
consistent with prior practice, grant any   

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                 general or uniform increase in the rates of pay of employees;
             (iv) establish any new employee benefit plan or amend any
               existing plan (except as required by law) so as to increase
              by any significant amount the benefits payable thereunder;
                 (v) incur or commit to any capital expenditures other than in
           the ordinary course of business (which will in no event
          include the establishment of new branches or any other
                 facilities, other than those currently planned and previously
          disclosed in the FCC Disclosure Letter, or any capital
                 expenditures in excess of $250,000 for any individual project
                 for any purpose); or (vi) merge into, consolidate with permit
                 any other corporation to be merged or consolidated with it or
                any of its Subsidiaries or acquire part of or all the assets
            or stock of any other corporation or person or commit or
           agree to any such merger, consolidation or acquisition.

  (e)      FCC will not change its or its Subsidiaries' methods of
                 accounting in effect at December 31, 1996, except as required
             by changes in generally accepted accounting principles as
                concurred in by Arthur Andersen L.L.P., or change any of its
                 methods of reporting income and deductions for Federal income
                tax purposes from those employed in the preparation of FCC's
           federal income tax returns for the taxable years ending
                December 31, 1996 and 1995, except as required by changes in
              law or as may be agreed to in settling any examinations by
the Internal Revenue Service.               

        (f)      To the extent permitted by law, FCC will afford BANC ONE, its
                 officers and other authorized representatives, such access to
              all books, records, bank examination reports, tax returns,
               leases, contracts and documents of FCC and its Subsidiaries
                 and will furnish to BANC ONE such information with respect to
               the assets and business of FCC and its Subsidiaries as BANC
              ONE may from time to time reasonably request in connection
                with this Merger Agreement and the transactions contemplated
hereby.                                     

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(g)      FCC will promptly provide BANC ONE with copies of all
               material written resolutions of FCC's Board of Directors or
                 shareholders, furnish BANC ONE with copies of all monthly and
         other interim financial statements of FCC of the type
              referred to in Section 15(b) as they become available, and
          keep BANC ONE fully informed concerning all trends and
                developments which in the reasonable opinion of FCC may have
a FCC Material Adverse Effect.              

(h)      FCC, its Subsidiaries and their respective officers, 
                directors and employees will not contract for or acquire, at
              the expense of FCC or any of its Subsidiaries, a policy or
            policies providing for insurance coverage for directors,
                officers and/or employees of FCC and/or its Subsidiaries for
          any period subsequent to the Effective Time for events
           occurring before or after the Effective Time; provided,
               however, that FCC may (i) renew, extend or replace existing
        policies in the ordinary course consistent with past
               practices for periods of not greater than one year and (ii)
             acquire a policy which provides coverage through the date
          that is three years after the Effective Time for those
          directors, officers and/or employees of FCC and/or its
                Subsidiaries who are presently provided coverage by policies
              obtained by FCC with respect to (a) events related to this
               Merger Agreement and the events contemplated by this Merger
                 Agreement and (b) claims and/or causes of action arising from
              or related to events which occurred prior to the Effective
Time.                                       

        (i)      If BANC ONE shall determine, in order to secure the necessary
             approvals or advisory opinions of or to minimize possible
               objections to the Merger by government regulatory agencies,
               including, but not limited to the Board, the Commission and
              the United States Department of Justice, that (i) BANC ONE
                 should not acquire certain assets of FCC and its Subsidiaries
                 and/or (ii) following the Merger BANC ONE or its subsidiaries
                should not retain certain assets or liabilities of FCC, BANC
            ONE shall so notify FCC and identify those assets and/or
liabilities, if any, which BANC             

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                 ONE proposes that BANC ONE should not acquire or retain. BANC
      ONE shall thereafter determine which assets and/or
              liabilities, if any, should be sold or assigned by FCC and
             its Subsidiaries and/or by BANC ONE and its subsidiaries.
                Each of FCC and BANC ONE, as the case may be, agree to enter
              into binding agreements or cause its subsidiaries to enter
              into such agreements reasonably acceptable to BANC ONE, to
                 divest itself of the assets and/or liabilities so designated,
            subject to such regulatory approvals as may be required;
             provided, however, that (i) the effectiveness of any such
               agreement entered into by FCC and/or its Subsidiaries shall
               be subject to the condition that said divestiture shall not
               be consummated, except with the approval of FCC, (a) before
              immediately prior to the Effective Time or, (b) with Board
                 approval, following the Effective Time; (ii) no aspect of the
     divestiture shall be inconsistent with any of the
                representations made to Coopers & Lybrand in the request for
                 its tax opinion as described in Section 12 of this Agreement,
                 any amendment or supplement thereto, and any condition of any
              tax opinion issued to the parties prior to the divestiture
         and relating to the Merger; (iii) such disposition or
               divestiture shall not affect the Exchange Rate or number of
                shares of BANC ONE Common to be received by the shareholders
               of FCC; and (iv) FCC shall not be required to (and BANC ONE
           shall not, without FCC's prior approval) divulge to any
              purchaser information which, in FCC's reasonably judgment,
          would place it at a competitive disadvantage with such
            purchaser, and in any event such purchaser shall, before
           receiving any confidential information, have executed a
        confidentiality agreement in a form approved by FCC.

        (i)      FCC will not take any action that would prevent or impede the
         Merger from qualifying (i) for "pooling of interests"
               accounting treatment or (ii) as a reorganization within the
meaning of Section 368 of the Code.         

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17.      Action by BANC ONE Pending Effective Time. BANC ONE agrees that from   
       the date of this Agreement until the Effective Time, except as stated
 in the BANC ONE Disclosure Letter and except with prior written
permission of FCC:                                            

    (a)      BANC ONE will not adopt or implement any amendment to its
                 Articles of Incorporation or any plan of reorganization which
              would affect in any manner the terms and provisions of the
             shares of BANC ONE Common or the rights of the holders of
  such shares or reclassify the BANC ONE Common.

   (b)      Except as otherwise set forth in or contemplated by this
              Merger Agreement, BANC ONE will carry on its businesses in
             substantially the same manner as heretofore, keep in full
                force and effect insurance comparable in amount and scope of
                coverage to that now maintained by it and use its reasonable
      best efforts to maintain and preserve its business
organization intact.                        

       (c)      BANC ONE will not change its methods of accounting in effect
          at December 31, 1996, except as required by changes in
                 generally accepted accounting principles as concurred in with
                 Coopers & Lybrand, its independent auditors, or change any of
              its methods of reporting income and deductions for federal
                 income tax purposes from those employed in the preparation of
              the federal income tax returns of BANC ONE for the taxable
               years ending December 31, 1996 and 1995, except as required
by changes in law.                          

        (d)      To the extent permitted by law, BANC ONE will afford FCC, its
                 officers and other authorized representatives, such access to
              all books, records, bank examination reports, tax returns,
       leases, contracts and documents of BANC ONE and its
              subsidiaries and will furnish to FCC such information with
                respect to the assets, earnings and business of BANC ONE and
its subsidiaries as FCC may from time to    

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          time reasonably request in connection with this Merger
       Agreement and the transactions contemplated hereby.

        (e)      BANC ONE agrees that while this Merger Agreement is in effect
               it will not acquire, or enter into negotiations to acquire,
              directly or indirectly, any bank located in Louisiana with
          deposits in excess of $1.5 billion without the written
          consent of FCC, which consent will not be unreasonably
withheld.                                   

  (f)      BANC ONE will not take any action that would prevent or
         impede the Merger from qualifying (i) for "pooling of
               interests" accounting treatment or (ii) as a reorganization
            within the meaning of Section 368 of the Code; provided,
          however, that nothing contained herein shall limit the
               ability of BANC ONE to exercise its rights under the option
           to be granted to BANC ONE pursuant to Section 21 of the
Agreement.                                  

18.      Conditions to Obligations of BANC ONE and DELTA. The obligations of    
       BANC ONE and DELTA to effect the Merger are subject, unless waived by
 BANC ONE, to the satisfaction on or prior to the Closing of the
following conditions:                                         

   (a)      There shall not have been any change in the consolidated
            financial condition, aggregate net assets, shareholders'
        equity, business or operating results of FCC and its
             Subsidiaries, taken as a whole, from June 30, 1997 to the
              Effective Time that has had a FCC Material Adverse Effect.

    (b)      FCC shall not have paid cash dividends from September 30,
             1997 to the Effective Time except as permitted under this
Merger Agreement.                           

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        (c)      All representations by FCC contained in this Merger Agreement
               shall be true at, or as of, the Closing Date as though such
                representations were made at and as of said date, except for
          (i) changes contemplated by the Merger Agreement, (ii)
                 representations as of a specified time other than the Closing
               Date, which shall be true at such specified time (provided,
                however, that the representation of FCC contained in Section
              15(e) shall be true in all material respects as applied to
              the Consolidated Balance Sheet of FCC included in the most
        recently available quarterly or annual report to FCC
               shareholders and/or FCC's report to the SEC on Form 10-Q or
                 Form 10-K as of the close of the most recent calendar quarter
                 prior to the Effective Time and the reserve for possible loan
               and lease losses included therein, as though each reference
              to "June 30, 1997" in such section were a reference to the
             last day of the most recent calendar quarter prior to the
                Effective Time), and (iii) inaccuracies or breaches which do
              not, individually or in the aggregate, have a FCC Material
Adverse Effect.                             

        (d)      BANC ONE shall have received the opinion of legal counsel for
           FCC, dated as of the Closing Date, substantially to the
                 effect set forth in Exhibit C hereto, together with a copy of
               the Articles of Incorporation, as amended, of FCC certified
             by the Secretary of State of the State of Louisiana and a
                 copy of the charter documents, as amended, of each Subsidiary
          and, for FCC and each Subsidiary, Certificates of Good
              Standing dated as of a date not more than 20 days prior to
               the Closing Date from the Louisiana Secretary of State, the
        OCC, Commissioner or other appropriate government or
regulatory official.                        

  (e)      FCC shall have performed, in all material respects, all
               agreements and conditions required by this Merger Agreement
          to be performed and satisfied by it at or prior to the
Closing Date.                               

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     (f)      As of the close of the most recent calendar quarter (or if
               the Effective Time shall occur within 20 days following the
              close of a calendar quarter, then as of the next preceding
                 calendar quarter) cumulative net income reported by FCC since
            September 30, 1997 shall be greater than or equal to the
               amount calculated by multiplying (x) $30,571,000 by (y) the
            number of full calendar quarters which have passed since
                September 30, 1997 and for which earnings have been reported
          by FCC as of such date, times (z) 0.9. As used in this
         Section, "reported" means reported on FCC's financial
             statements prepared in accordance with generally accepted
            accounting principles applied on a basis consistent with
               FCC's financial statements for the years ended December 31,
             1996 and 1995, as included in FCC's reports to the SEC on
               Forms 10-K or FCC's annual reports to shareholders, subject
                 to any subsequent adjustments required to be reported whether
                or not such adjustments have, as yet, been reported with the
            following adjustments, if any, net of related income tax
                 savings and costs, which were reflected in net income for the
           relevant period(s) added back into or deducted from net
            income for the applicable period: (i) investment banking
                expenses and outside legal and accounting fees and any other
               expenses associated with or resulting from the transactions
                 contemplated by this Agreement; (ii) gains or losses on sales
               of assets outside of the ordinary course of business; (iii)
              stock-based incentive expenses in excess of $2,740,000 per
            quarter ($1,781,000 per quarter after tax); and (iv) any
             other expenses upon which BANC ONE and FCC shall mutually
agree.                                      

(g)      The total number of shares of FCC Common issued and  
            outstanding (not including treasury shares held by FCC),
              together with (i) the total number of shares of FCC Common
              related to outstanding options and performance shares with
            respect to The FCC Stock Option Plans and (ii) the total
        number of shares of FCC Common which would be issued
                immediately prior to the Effective Time assuming that all of
the                                         

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               FCC Debentures were then converted into FCC Common pursuant
          to the terms of the Indentures, shall not be more than
44,460,000 shares.                          

      (h)      The holders of all credit agreements on which FCC or any of
                the Subsidiaries is the maker, issuer or guarantor and which
              contain provisions which make the acquisition of FCC by or
        merger into another entity a condition of default or
                acceleration, which default or acceleration would have a FCC
                Material Adverse Effect, shall have provided BANC ONE with a
      written waiver of all such default or acceleration
provisions.                                 

     (i)      FCC shall have furnished BANC ONE a certificate, signed on
                its behalf by the Chairman or President and the Secretary or
             an Assistant Secretary of FCC and dated as of the Closing
      Date, certifying as to the form of and adoption of
              resolutions of the Board and shareholders of FCC approving
                 the Merger Agreement and the Merger, respectively, and to the
                effect that the conditions described in Paragraphs (a), (b),
                 (c), (e), (f) and (g) of this Section 18 have been satisfied.

      (j)      BANC ONE shall have received the opinion of Correro Fishman
                 Haygood Phelps Weiss Walmsley & Casteix, L.L.P., New Orleans,
             Louisiana, legal counsel for FCC, dated as of the Closing
             Date, opining that in the opinion of such counsel FCC has
                taken action with respect to the FCC Rights Plan appropriate
                 to prevent the approval, execution or delivery of this Merger
                Agreement or the acquisition of shares of FCC Common by BANC
               ONE pursuant hereto, or consummation of the Merger or other
          transaction contemplated by this Merger Agreement from
               resulting in the grant, issuance or triggering of any right
          or entitlement or the obligation to grant or issue any
               interest in FCC Common, BANC ONE Common or the common stock
            of the Surviving Corporation to any person under the FCC
Rights Plan or enabling or                  

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                allowing any right associated with the FCC Rights Plan to be
exercised, distributed or triggered.        

   (k)      Coopers & Lybrand shall have issued its written opinion,
                 dated as of the Closing Date, satisfactory, in good faith, to
               BANC ONE, advising that the transaction herein contemplated
            may be properly accounted for as a pooling of interests;
             provided, however, that this condition shall be deemed to
                have been waived by BANC ONE if the inability to obtain such
            opinion arises out of, or results directly or indirectly
             from, any action taken by BANC ONE, DELTA or any of their
                 respective subsidiaries contrary to that contemplated by this
Merger Agreement.                           

19.      Conditions to Obligations of FCC. The obligations of FCC to effect the 
     Merger are subject, unless waived by FCC, to the satisfaction on or
prior to the Closing of the following conditions:             

   (a)      There shall not have been any change in the consolidated
            financial condition, aggregate net assets, shareholders'
              equity, business, or operating results of BANC ONE and its
             subsidiaries, taken as a whole, from June 30, 1997 to the
           Effective Time that has had a BANC ONE Material Adverse
Effect.                                     

      (b)      All representations by BANC ONE and DELTA contained in this
                 Merger Agreement shall be true at, or as of, the Closing Date
              as though such representations were made at and as of said
            date, except for changes (i) contemplated by this Merger
                Agreement, (ii) representations as of a specified time other
              than the Closing Date, which shall be true in all material
                respects at such specified time (provided, however, that the
               representation of BANC ONE contained in Section 13(e) shall
      be true in all material respects as applied to the
               Consolidated Balance Sheet of BANC ONE included in the most
               recently available quarterly or annual report to BANC ONE's
shareholders                                

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                 and/or BANC ONE's report to the SEC on Form 10-Q or Form 10-K
                as of the close of the most recent calendar quarter prior to
            the Effective Time and the reserve for possible loan and
              lease losses included therein, as though each reference to
                "June 30, 1997" in such section were a reference to the last
        day of the most recent calendar quarter prior to the
                Effective Time), and (iii) inaccuracies or breaches which do
          not, individually or in the aggregate, have a BANC ONE
               Material Adverse Effect. The representation and warranty of
              BANC ONE in Section 13(g) shall be true and correct on the
Closing Date.                               

      (c)      FCC shall have received the opinion of counsel for BANC ONE
     and DELTA, (i) on and dated the date on which the
             registration statement described in Section 10(d) of this
                Merger Agreement shall have become effective as described in
                Section 20(c) of this Merger Agreement, substantially to the
                effect of paragraphs numbered 6, 7 and 8 of Exhibit D hereto
                 and (ii) on and dated as of the Closing Date substantially to
           the effect set forth in Exhibit D hereto, together with
               copies of the Articles of Incorporation of each of BANC ONE
                 and DELTA certified by the Secretary of State of the State of
       Ohio and copies of such other charter documents and
                Certificates of Good Standing of BANC ONE and DELTA dated as
           of a date not more than 20 days prior to the day of the
              Closing Date from the Ohio Secretary of State as FCC shall
reasonably require.                         

   (d)      BANC ONE and DELTA shall have performed, in all material
            respects, all agreements and conditions required by this
              Merger Agreement to be performed and satisfied by it at or
prior to the Closing Date.                  

     (e)      As of the close of the most recent calendar quarter (or if
               the Effective Time shall occur within 20 days following the
                 close of a calendar quarter, then as of the close of the next
                 preceding calendar quarter) cumulative net income reported by
BANC                                        

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                 ONE since June 30, 1997 shall be greater than or equal to the
                amount calculated by multiplying (x) $394,000,000 by (y) the
                 number of full calendar quarters which have passed since June
              30, 1997 and for which earnings have been reported by BANC
                ONE as of such date, times (z) 0.9. As used in this Section,
        "reported" means reported on BANC ONE's consolidated
              financial statements prepared in accordance with generally
                accepted accounting principles applied on a basis consistent
             with BANC ONE's consolidated financial statements for the
               years ended December 31, 1996 and 1995, as included in BANC
               ONE's reports to the SEC on Forms 10-K or BANC ONE's annual
                 reports to shareholders subject to any subsequent adjustments
          required to be reported to the SEC whether or not such
              adjustments have, as yet, been reported with the effect of
               any changes in accounting principles required to be adopted
              by BANC ONE by any regulatory authority or under generally
                 accepted accounting principles, if any, net of related income
                 tax savings and costs, which were reflected in net income for
               the relevant period(s) added back into or deducted from net
income for the relevant period(s).          

     (f)      BANC ONE shall have furnished FCC a certificate, signed by
                the Chairman or President or an Executive Vice President and
                 by the Secretary or Assistant Secretary of BANC ONE and dated
           as of the Closing Date certifying as to the form of and
        adoption of the resolutions of the Board of BANC ONE
             approving the Merger Agreement and the Merger, and to the
                effect that the conditions described in Paragraphs (a), (b),
                (d), (e), (g) and (h) of this Section 19 have been satisfied
as to it.                                   

    (g)      This Merger Agreement and the Merger shall have been duly
             approved and adopted by the requisite affirmative vote of
                 BANC ONE as the sole shareholder of DELTA or by the unanimous
                 written consent of BANC ONE as the sole shareholder of DELTA.

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       (h)      The shares of BANC ONE Common to be issued to the holders of
                FCC Common shall have been approved for listing on the NYSE.

   (i)      FCC shall have received the opinion of Keefe, Bruyette &
                Woods, Inc. dated as of a date not more than five days prior
                 to the date of the Proxy Statement/Prospectus with respect to
                the fairness of the transaction to FCC's shareholders from a
                 financial point of view satisfactory in form and substance to
             FCC and its counsel, and such opinion shall not have been
withdrawn prior to the Effective Time.      

20.      Conditions to Obligations of All Parties. In addition to the           
      provisions of Sections 18 and 19 hereof, the obligations of BANC ONE
      and FCC to effect the Merger shall be subject to the satisfaction of
the following conditions on or prior to the Effective Time:   

(a)      The parties hereto shall have received all necessary 
             approvals of governmental agencies and authorities of the
               transactions contemplated by this Merger Agreement and each
              of such approvals shall remain in full force and effect at
               the Effective Time. BANC ONE shall notify FCC promptly upon
    receipt of all necessary governmental approvals.

      (b)      At the Effective Time, (i) no party hereto shall be subject
                 to any order, decree or injunction of a court or governmental
               agency of competent jurisdiction which enjoins or prohibits
          the consummation of the Merger; (ii) no statute, rule,
           regulation, order, injunction or decree shall have been
                 enacted, entered, promulgated or enforced by any governmental
              authority which prohibits or makes illegal consummation of
             the Merger; and (iii) there shall have been no stop order
          issued or threatened by the SEC that suspends or would
                suspend the effectiveness of the registration statement, and
               no proceeding by the SEC shall have been commenced, pending
or overtly threatened for such purpose.     

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      (c)      The registration statement required to be filed by BANC ONE
                 pursuant to Section 10(d) of this Merger Agreement shall have
              become effective by an order of the SEC, and the shares of
                 BANC ONE Common to be exchanged in the Merger shall have been
               qualified or exempted under all applicable state securities
laws.                                       

    (d)      This Merger Agreement and the Merger shall have been duly
                 approved and adopted by the requisite affirmative vote of the
shareholders of FCC.                        

   (e)      Coopers & Lybrand shall have issued its written opinion,
              dated as of the Closing Date, satisfactory to FCC and BANC
               ONE, respectively, substantially to the effect set forth in
        clauses (a) through (e) of Section 12 of this Merger
            Agreement and there shall exist as of, at or immediately
                prior to the Effective Time, no facts or circumstances which
                would render such opinion inapplicable in any respect to the
transactions to be consummated hereunder.   

21.      Option to Purchase                                                     

    By not later than October 20, 1997, FCC shall grant to BANC ONE an
      option to purchase shares of FCC Common in substantially the form of
Exhibit E and shall execute and deliver to BANC ONE an option 
agreement in substantially the form of said Exhibit E.        

22.      Indemnification.                                                       

        (a)      In the event of any threatened or actual claim, action, suit,
               proceeding or investigation, whether formal or informal and
                 whether civil, administrative or criminal, including, without
           limitation, any such claim, action, suit, proceeding or
                 investigation pursuant to which any person who is now, or has
been at any time prior                      

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             to the date hereof, or who becomes prior to the Effective
              Time, a director, officer, employee, fiduciary or agent of
              FCC or any of its Subsidiaries (the "Indemnified Parties")
                is, or is threatened to be, made a party or a witness, based
              in whole or in part on, or arising in whole or in part out
             of, or pertaining to, this Merger Agreement or any of the
                transactions contemplated hereby (a "Merger Related Event"),
               whether in any case asserted or arising before or after the
                 Effective Time, the parties hereto agree to cooperate and use
               their reasonable best efforts to defend against and respond
              to such claim, action, suit, proceedings or investigation.
             With respect to any Merger Related Event, and conditioned
                 upon the Merger becoming effective, BANC ONE shall indemnify,
          defend and hold harmless, as and to the fullest extent
               permitted by applicable law, each Indemnified Party against
            any and all losses, claims, damages, liabilities, costs,
                expenses (including attorneys' fees and expenses), judgments
                 and fines, and amounts paid in settlement, in connection with
      any such threatened or actual claim, action, suit,
              proceedings or investigation; provided, however, that BANC
               ONE shall not be liable for any settlement effected without
         its prior written consent (which consent shall not be
               unreasonably withheld). In the event of any such threatened
               or actual claim, action, suit, proceedings or investigation
              (whether asserted or arising before or after the Effective
              Time), (i) BANC ONE shall promptly pay expenses (including
         attorney's fees and expenses) in advance of the final
                disposition of any claim, suit, proceedings or investigation
                to each Indemnified Party to the fullest extent permitted by
              applicable law, and (ii) BANC ONE shall use its reasonable
                best efforts to vigorously defend any such matter; provided,
            however, that BANC ONE's obligations as herein set forth
                shall not apply to any losses, claims, damages, liabilities,
         costs, expenses, judgments, fines and amounts paid in
                settlement by any Indemnified Party involving the fraud, bad
                faith and/or reckless disregard of such Indemnified Party or
            related to any threatened or actual claim, action, suit,
                proceedings or investigation brought by BANC ONE against any
             Indemnified Party. Any Indemnified Party wishing to claim
indemnification and defense under this      

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         Section 22(a) shall, upon the earlier to occur of (A)
            receiving actual notice of any such claim, action, suit,
               proceeding or investigation, (B) otherwise learning of such
           claim, action, suit, proceeding or investigation or (C)
             receiving other information which would give a reasonably
               prudent person reason to believe that such a claim, action,
              suit, proceeding or investigation had or might be brought,
             notify BANC ONE thereof as soon as reasonably practicable
               thereafter. BANC ONE's obligations pursuant to this Section
          22(a) are conditioned upon BANC ONE being given prompt
                 written notice of any such claim, action, suit, proceeding or
                investigation, together with the right to control and direct
             the investigation, defense and/or settlement of each such
                 matter, and further provided that the Indemnified Party shall
               reasonably cooperate with BANC ONE in connection therewith.

       (b)      BANC ONE shall insure that all rights to indemnification and
                 defense and all limitations of liability existing in favor of
                the Indemnified Parties as provided in any of FCC's Articles
                 of Incorporation or By-laws or similar governing documents of
               any of its Subsidiaries, or in indemnity agreements between
              FCC and an Indemnified Party as in effect as of October 1,
       1997, or as otherwise provided for or allowed under
                applicable law as in effect as of the date hereof or as such
              law is amended at a time prior to the Effective Time, with
                 respect to claims or liabilities arising from facts or events
            existing or occurring prior to the Effective Time, shall
           survive the Merger and shall continue in full force and
              effect, without any amendment thereto, for a period of not
               less than ten (10) years from the Effective Time; provided,
                 however, that all rights to indemnification in respect of any
            claim asserted or made within such period shall continue
until the final disposition of such claim.  

      (c)      From and after the Effective Time, persons who, immediately
         prior to the Effective Time, served as the directors,
            officers and employees of FCC and its Subsidiaries, who,
                 following the Effective Time, continue as directors, officers
and/or employees                            

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            of the Surviving Corporation or one of its subsidiaries,
        shall have indemnification and defense rights having
          prospective application only, except, however, for the
              indemnification and defense rights set forth in paragraphs
          (a), (b) and (f) of this Section 22. These prospective
                indemnification and defense rights shall consist of (i) such
         rights to which directors, officers and employees are
    entitled under the provisions of the Articles of
                Incorporation, By-laws or similar governing documents of the
                 Surviving Corporation and its subsidiaries, as applicable, as
            in effect from time to time after the Effective Time, as
             applicable, and provisions of applicable law as in effect
             from time to time after the Effective Time and (ii) those
               indemnification and defense rights set forth in agreements,
            if any, between BANC ONE and the directors and executive
               officers of the Surviving Corporation and its subsidiaries.
               Such agreements, if any, which shall be executed as soon as
           practicable following the Effective Time, shall provide
       certain indemnification and defense rights that are
           comparable to those provided to directors, officers and
             employees of BANC ONE and its subsidiaries generally, but
  which rights may be greater or lesser than the
              indemnification and defense rights available in clause (i)
above.                                      

(d)      The obligations of BANC ONE and DELTA provided under 
               paragraphs (a), (b) and (f) of this Section 22 are intended
               to be the joint and several obligations of BANC ONE and the
            Surviving Corporation and to benefit, and be enforceable
              against BANC ONE and the Surviving Corporation directly by
        the Indemnified Parties, and shall be binding on all
               respective successors and permitted assigns of BANC ONE and
                the Surviving Corporation. The indemnifications provided for
               in clauses (a), (b) and (f) of this Section 22 are separate
             from and independent of one another, such that failure to
            qualify for one of them shall not of itself constitute a
failure to qualify for any other of them.   

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       (e)      In the event BANC ONE or the Surviving Corporation or any of
             its successors or assigns (i) consolidates with or merges
            into any other person and shall not be the continuing or
            surviving corporation or entity of such consolidation or
                 merger, or (ii) transfers or conveys all or substantially all
                 of its properties and assets to any person, then, and in each
         such case, proper provision shall be made so that the
       successors and assigns of BANC ONE or the Surviving
               Corporation, as the case may be, assume the obligations set
forth in this Section 22.                   

(f)      BANC ONE will indemnify and hold harmless FCC and its
            Subsidiaries, and each of their respective directors and
           officers, and each controlling person of FCC within the
       meaning of the 1933 Act, against any claims, suits,
                proceedings, investigations or other actions ("Claims"), and
                any related losses, damages, costs, expenses, liabilities or
             judgments, whether joint, several or solidary, insofar as
              they arise out of or are based upon an untrue statement or
                 alleged untrue statement of a material fact made in the Proxy
               Statement/Prospectus or the related registration statement,
              or an omission or alleged omission therefrom of a material
                fact necessary in order to make the statements made therein,
                 in light of the circumstances under which they were made, not
               misleading, and will reimburse each such person promptly as
                incurred for legal and other expenses reasonably incurred in
               connection with investigating or defending any such claims;
                provided that BANC ONE will not be liable to the extent that
                 any such Claim arises out of or is based upon any such untrue
                 statement or omission or alleged untrue statement or omission
          made in reliance on and in conformity with information
               furnished to BANC ONE by FCC or any of its Subsidiaries or,
                 with respect to any other indemnified person, by that person.

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23.      Non-Survival of Representations and Warranties. The respective         
        representations and warranties of FCC, BANC ONE and DELTA contained in
    this Merger Agreement shall not survive the Effective Time, except
   that BANC ONE's representation and warranty in Section 13(g) will
survive for the benefit of the shareholders of FCC.           

24.      Governing Law. This Merger Agreement shall be construed and            
interpreted according to the applicable laws of the State of  
  Louisiana, except as the laws of the State of Ohio are expressly
applicable to the Merger.                                     

25.      Assignment. This Merger Agreement and all of the provisions hereof     
      shall be binding upon and inure to the benefit of the parties hereto
    and their respective successors and permitted assigns, but neither
        this Merger Agreement nor any of the rights, interests, or obligations
      hereunder shall be assigned by any of the parties hereto without the
prior written consent of the other parties.                   

26.      Satisfaction of Conditions; Termination.                               

        (a)      BANC ONE and DELTA agree to use their reasonable best efforts
           to obtain satisfaction of the conditions of this Merger
               Agreement insofar as they relate to BANC ONE and DELTA, and
               FCC agrees to use its reasonable best efforts to obtain the
           satisfaction of the conditions of this Merger Agreement
              insofar as they relate to FCC, and in each case as soon as
possible.                                   

     (b)      At any time prior to the Effective Time, whether before or
         after approval of the Merger by BANC ONE, as the sole
               shareholder of DELTA, or by FCC's shareholders, this Merger
                 Agreement may be terminated upon the occurrence of any of the
                following by written notice from BANC ONE to FCC (authorized
by the                                      

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              Board of Directors of BANC ONE), or by written notice from
            FCC to BANC ONE (authorized by the Board of Directors of
FCC), as the case may be:                   

          (i)      By BANC ONE, if any material condition to the
                       obligations of BANC ONE and/or DELTA set forth in
                        Section 18 or 20 is not or cannot be substantially
                         satisfied at the time or times contemplated thereby
                         and such condition is not waived by BANC ONE, or by
                          FCC, if any material condition to the obligations of
                        FCC set forth in Section 19 or 20 is not or cannot
                     be substantially satisfied at the time or times
                    contemplated thereby and such condition is not
waived by FCC;            

              (ii)     In the event of a material breach by the other of
                          any representation, warranty, condition or agreement
                          contained in this Merger Agreement that is not cured
                       within 30 days of the time that written notice of
                          such breach is received by such other party from the
                        party giving notice, but only if, in the case of a
                        material breach of any representation or warranty,
                         all such breaches constitute a FCC Material Adverse
                 Effect (if BANC ONE is the party seeking to
                          terminate) or a BANC ONE Material Adverse Effect (if
             FCC is the party seeking to terminate);

                (iii)    If the Merger shall not have been consummated on or
 before October 19, 1998; or

                 (iv)     If the shareholders of FCC shall fail to approve the
             Merger and this Merger Agreement at the
                   shareholders' meeting that is called for that
purpose.                  

  (c)      In the event that the pre-acquisition investigation and
              review described in Section 10(n) of this Merger Agreement
   discloses matters which both (A) are either (i)

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        inconsistent in any material respect with any of the
           representations and warranties of FCC contained in this
                Agreement or (ii) in the reasonable judgment of the Board of
                 Directors of BANC ONE, either (x) are of such significance as
                 to materially and adversely affect the financial condition or
              the results of operations of FCC and its Subsidiaries on a
              consolidated basis or (y) deviate materially and adversely
              from FCC's audited financial statements for the year ended
               December 31, 1996 or FCC's unaudited financials for the six
              month period ended June 30, 1997, and (B) in any such case
               constitute a FCC Material Adverse Effect, then BANC ONE may
              elect to terminate this Merger Agreement by giving written
         notice of termination to FCC within seven days of the
     conclusion of such pre-acquisition investigation.

  (d)      In the event that the pre-acquisition investigation and
              review described in Section 10(o) of this Merger Agreement
                discloses matters which both (A) are either (i) inconsistent
               in any material respect with any of the representations and
                 warranties of BANC ONE contained in this Agreement or (ii) in
             the reasonable judgment of the Board of Directors of FCC,
            either (x) are of such significance as to materially and
              adversely affect the financial condition or the results of
                 operations of BANC ONE and its subsidiaries on a consolidated
                 basis or (y) deviate materially and adversely from BANC ONE's
                audited financial statements for the year ended December 31,
             1996 or BANC ONE's unaudited financials for the six month
        period ended June 30, 1997, and (B) in any such case
               constitute a BANC ONE Material Adverse Effect, then FCC may
              elect to terminate this Merger Agreement by giving written
         notice of termination to FCC within seven days of the
     conclusion of such pre-acquisition investigation.

(e)      This Merger Agreement may be terminated and abandoned
          (whether before or after approval of the Merger by the
     shareholder of DELTA or by FCC's shareholders) by

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                mutual written consent of FCC, DELTA and BANC ONE authorized
by their respective Boards of Directors.    

        (f)      By FCC if its Board of Directors so determines by a vote of a
            majority of the members of its entire Board, at any time
            after the Determination Date, as hereinafter defined, is
               known and prior to the conclusion of the Closing, if either
       (x) both of the following conditions are satisfied:

                 (i)      the Average Closing price shall be less than $49.67,
and                       

            (ii)     (A) the number obtained by dividing the Average
                   Closing Price, as hereinafter defined, by the
                          Starting Price, as hereinafter defined, (such number
                       being referred to herein as the "BANC ONE Ratio")
                   shall be less than (B) the number obtained by
                      dividing the Average Index Price, as hereinafter
                          defined, by the Index Price of the Starting Date, as
                          those terms are hereinafter defined, and subtracting
                      0.10 from the quotient in this clause (x)(ii)(B)
                         (such number being referred to herein as the "Index
Ratio"); or               

   (y) the Average Closing Price shall be less than $47.46; subject,
     however, to the following four sentences. If FCC elects to exercise
       its termination right pursuant to the immediately preceding sentence,
    it shall give prompt written notice to BANC ONE which notice shall
   specify which of the clauses (x) or (y) is applicable (or if both
    would be applicable, which clause is being invoked); provided that
   such notice or election to terminate may be withdrawn at any time
       within the aforementioned period. During the five business day period
     commencing with its receipt of such notice, BANC ONE shall have the
    option in the case of a failure to satisfy the condition in clause
  (x), of adjusting the Exchange Rate to equal the lesser of (i) a
     number equal to a quotient (rounded to the nearest one-thousandth),
        the numerator of which is the product of $49.67, and the Exchange Rate
(as then in effect) and                                       

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   the denominator of which is the Average Closing Price, and (ii) a
     number equal to a quotient (rounded to the nearest one-thousandth),
      the numerator of which is the Index Ratio multiplied by the Exchange
       Rate (as then in effect) and the denominator of which is the BANC ONE
       Ratio.  During such five business day period, BANC ONE shall have the
     option, in the case of a failure to satisfy the condition in clause
        (y), to elect to increase the Exchange Rate to equal a number equal to
      a quotient (rounded to the nearest one-thousandth), the numerator of
  which is the product of $47.46 and the Exchange Rate (as then in
       effect) and the denominator of which is the Average Closing Price. If
        BANC ONE makes an election contemplated by either of the two preceding
      sentences within such five business day period, it shall give prompt
       written notice to FCC of such election and the revised Exchange Rate,
       whereupon no termination shall have occurred pursuant to this Section
        26(f) and this Agreement shall remain in effect in accordance with its
      terms (except as the Exchange Rate shall have been so modified), any
     references in this Agreement to "Exchange Rate" shall thereafter be
   deemed to refer to the Exchange Rate as adjusted pursuant to this
      Section 26(f), and the Closing shall be rescheduled to the date that
   is the second business day following the making of such election.

        For purposes of this Section 26(f), the following terms shall have the
meanings indicated:                                           

               "Average Closing Price" means the average of the daily last
                sale prices of BANC ONE Common stock as reported on the NYSE
               Composite Transactions reporting system (as reported in The
               Wall Street Journal or, if not reported therein, in another
           mutually agreed upon authoritative source) for the five
                 consecutive full trading days in which such shares are traded
     on the NYSE ending at the close of trading on the
Determination Date.                         

               "Average Index Price" means the average of the Index Prices
                 for the five consecutive full NYSE trading days ending at the
close of trading on the Determination Date. 

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               "Determination Date" means the second business day prior to
the Closing Date.                           

                "Index Group" means the group of each of the 18 bank holding
            companies listed below, the common stock of all of which
                 shall be publicly traded and as to which there shall not have
             been since the Starting Date and before the Determination
                Date, any public announcement of a proposal for such company
                 to be acquired or for such company to acquire another company
              or companies in transactions with a value exceeding 25% of
               the acquiror's market capitalization. In the event that the
                 common stock of any such company ceases to be publicly traded
                 or such an announcement is made, such company will be removed
          from the Index Group, and the weights (which have been
           determined based on the number of outstanding shares of
               common stock) redistributed proportionately for purposes of
determining the Index Price.                

               The 18 bank holding companies and the weights attributed to
them are as follows:                        

                                                                [Download Table]

Bank Holding Company                                   Weighting
--------------------                                   ---------
                                                                
Citicorp                                               14.60%   
BankAmerica Corporation                                12.19    
Chase Manhattan Corp.                                  11.76    
First Union Corporation                                 6.46    
Wells Fargo & Company                                   5.82    
US Bancorp                                              5.63    
Norwest Corporation                                     5.46    
First Chicago                                           5.02    
Bank of New York Company, Inc.                          4.27    
Fleet Financial Group, Inc.                             3.72    
PNC Bank Corp.                                          3.50    
CoreStates                                              3.46    
SunTrust                                                3.34    
KeyCorp                                                 3.19    
National City Corp                                      2.98    
Mellon Bank Corporation                                 2.98    
BankBoston                                              2.86    
Wachovia Corporation                                    2.76    

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                                                                [Download Table]
                                                   
Total                                        100.0%

          "Index Price" on a given date means the weighted average (weighted
          in accordance with the factors listed above) of the closing prices
on such date of the companies composing the Index Group.

          "Starting Date" means the last full day on which the NYSE was open
for trading prior to the execution of this Agreement.   

         "Starting Price" shall mean the last sale price per share of BANC
      ONE Common Stock on the Starting Date, as reported by the NYSE
        Composite Transactions reporting system (as reported in The Wall
       Street Journal or, if not reported therein, in another mutually
agreed upon authoritative source.)                      

           If any company belonging to the Index Group or BANC ONE declares or
     effects a stock dividend, reclassification, recapitalization,
        split-up, combination, exchange of shares or similar transaction
        between the Starting Date and the Determination Date, the prices
 for the common stock of such company or BANC ONE shall be
        appropriately adjusted for the purposes of applying this Section
26(f).                                                  

(g)  In the event of termination of this Merger Agreement for any 
     reason, including, but not limited to, the failure to receive
     the approval of FCC's shareholders, the failure to receive or
the withdrawal prior to the Effective Time of the Keefe 
 Bruyette & Woods, Inc. described in Section 19(i) of this
   Merger Agreement, or termination pursuant to the provisions
of Section 26(c) or (d), (i) this Merger Agreement shall
   cease and terminate and the acquisition of FCC shall not be
   consummated pursuant to the terms of this Merger Agreement.

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            Additionally, in the event of termination of this Merger
               Agreement caused otherwise than by a willful breach of this
                Merger Agreement that continues despite notice, none of BANC
            ONE, DELTA nor FCC shall have any liability to any other
             party under this Merger Agreement of any nature whatever,
                except for (i) obligations to pay expenses expressly assumed
                by BANC ONE in Section 10(e) and (ii) the obligations of the
                 parties with respect to confidential information as set forth
              in Section 10(f), which obligations shall survive any such
termination.                                

      (h)      If termination of this Merger Agreement shall be judicially
            determined to have been caused by willful breach of this
               Merger Agreement that continues despite notice, in addition
                to other remedies at law or equity for breach of this Merger
                 Agreement, the party so found to have willfully breached this
                Merger Agreement shall indemnify the other parties for their
         respective costs, fees and expenses of their counsel,
              accountants and other experts and advisors as well as fees
         and expenses incident to negotiation, preparation and
                execution of this Merger Agreement and related documentation
  and their shareholders' meetings and consents.

27.      Waivers; Amendments. Any of the provisions of this Merger Agreement    
      may be waived at any time by the party which is, or the shareholders
      of which are, entitled to the benefit thereof. This Merger Agreement
   may be amended or modified in whole or in part by an agreement in
      writing executed in the same manner (but not necessarily by the same
     persons) as this Merger Agreement and which makes reference to this
     Merger Agreement; provided, however, such amendment or modification
       may be made only following due authorization by the respective Boards
      of Directors of FCC, DELTA and BANC ONE; provided, further, however,
        that after a favorable vote by the shareholders of FCC any such action
shall be taken by FCC only if, in the opinion of its Board of 
      Directors, such amendment or modification will not have any material
     adverse effect on the benefits intended under this Merger Agreement
for the                                                       

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        shareholders of FCC, will not violate Section 112H(2) of the Louisiana
   BCL, and will not require resolicitation of any proxies from such
shareholders.                                                 

28.      Entire Agreement. Subject to the exceptions noted in this Section 28,  
       this Merger Agreement supersedes any other agreement, whether written
    or oral, that may have been made or entered into by FCC, DELTA and
        BANC ONE or by any officer or officers of such parties relating to the
    acquisition of the business or the capital stock of FCC and/or its
       Subsidiaries by BANC ONE or DELTA. Except for the BANC ONE Disclosure
       Letter and any attachments thereto, the FCC Disclosure Letter and any
    attachments thereto, and the Benefits Agreement addressing benefit
   plans and policies, this Merger Agreement and the exhibits hereto
  constitute the entire agreement by the parties, and there are no
   agreements or commitments except as set forth herein and therein.

29.      Captions; Counterparts. The captions in this Merger Agreement are for  
      convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Merger
Agreement. This Merger Agreement may be executed in several   
counterparts, each of which shall constitute one and the same 
instrument.                                                   

30.      Notices. Any notice or other communication given under this Merger     
        Agreement shall be in writing, and shall be deemed duly delivered when
received upon delivery either (i) by hand, (ii) by telegram or
    facsimile transmission, (iii) by a nationally recognized overnight
   courier service, or (iv) by registered or certified mail, postage
prepaid, addressed as set forth below.                        

(a)      If to BANC ONE, to:                                                    

BANC ONE CORPORATION                        
Attention of:  Chief Executive Officer      
100 East Broad Street                       
Columbus, Ohio 43271                        

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With a copy to:                                               

BANC ONE CORPORATION                          
Attention of:  Steven Alan Bennett            
General Counsel 
100 East Broad Street                         
Columbus, Ohio 43271                          

(b)      If to FCC, to:                                                         

First Commerce Corporation.                   
Attention of:  Chief Executive Officer        
201 St. Charles Avenue, 29th Floor            
New Orleans, Louisiana 70170                  

With a copy to:                                               

Anthony  J. Correro, III                      
Correro Fishman Haygood Phelps Weiss          
Walmsley & Casteix, L.L.P.              
201 St. Charles Avenue                        
New Orleans, Louisiana  70170                 

(c)      If to DELTA, to:                                                       

Delta Acquisition Corporation                 
Attention of:  William P. Boardman            
President       
100 East Broad Street                         
Columbus, Ohio 43271                          

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IN WITNESS WHEREOF, this Merger Agreement has been executed the day and year    
first above written.                                                            

        BANC ONE CORPORATION
ATTEST:                                                                         
/s/ Charles F. Andrews            By:   /s/ William P. Boardman                 
--------------------------              ----------------------------            
                   William P. Boardman
                               Senior Executive Vice President

              First Commerce Corporation
ATTEST:                                                                         

/s/ Michael A. Flick              By:   /s/ Ian Arnof                           
--------------------------              ----------------------------            
         Ian Arnof
                                     President and Chief Executive Officer

                 Delta Acquisition Corporation
ATTEST:                                                                         

/s/ Charles F. Andrews            By:   /s/ William P. Boardman                 
--------------------------              ----------------------------            
                   William P. Boardman
         President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	12/1/00	10
	10/19/98	71
Filed on:	10/29/97
For Period End:	10/20/97	3	65
	10/19/97	12	36
	10/7/97	45
	10/1/97	67
	9/30/97	57	59	10-Q
	6/30/97	18	72	10-Q, NT 11-K, S-8, S-8 POS
	12/31/96	18	72	10-K, 10-K/A, 11-K, NT 11-K
	2/26/96	7
	12/31/95	23	63	10-K
	12/31/93	24	38	10-K
	8/16/93	33	48
	1/26/92	33	49
				List all Filings

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Filing Submission 0000950152-97-007456 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Banc One Corp/OH – ‘8-K’ for 10/20/97 – EX-99.2

As of: Wednesday, 10/29/97 · For: 10/20/97 · Accession #: 950152-97-7456 · File #: 1-08552

Previous ‘8-K’: ‘8-K’ on / for 9/25/97 · Next: ‘8-K’ on 1/26/98 for 1/20/98 · Latest: ‘8-K’ on 9/17/98 for 9/14/98

Current Report — Form 8-KFiling Table of Contents

EX-99.2 — Miscellaneous Exhibit

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents