Exhibit 4.3 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated and effective as of October 20, 1997, to the Rights Agreement, dated as of February 27, 1996 (the "Rights Agreement"), between First Commerce Corporation, a Louisiana corporation (the...

                                                              Exhibit 4.3 

                      AMENDMENT TO RIGHTS AGREEMENT


     AMENDMENT,  dated and effective as of October 20, 1997, to the Rights
Agreement, dated as of February 27, 1996 (the "Rights Agreement"), between
First Commerce Corporation,  a  Louisiana corporation (the "Company"), and
First Chicago Trust Company of New York (the "Rights Agent").

                      W I T N E S S E T H:

     WHEREAS, the Company and the  Rights Agent desire to amend and modify
the Rights Agreement in certain respects.

     NOW THEREFORE, the parties hereby agree as follows:

     1.  The Rights Agreement is hereby  amended  by  adding the following
new Section 34 at the end:

         Section 34.  Banc One Transaction.  Notwithstanding  anything in  this
     Agreement to the contrary,  neither (a) the approval, execution, delivery,
     amendment or consummation of  any  of the transactions contemplated by the
     Agreement  and  Plan of Merger dated October  20,  1997,  and  the  Option
     Agreement dated October  20, 1997, among Banc One Corporation ("Banc One")
     and the Company, shall cause  (i) Banc One or its Subsidiaries, Affiliates
     or Associates to become an Acquiring  Person,  (ii)  a  Shares Acquisition
     Date  to  occur, or (iii) a Distribution Date to occur.  Any  Distribution
     Date that might  or  could  otherwise  occur under this Agreement shall be
     indefinitely  deferred  until such time as  the  Board  of  Directors  may
     otherwise determine.

     2.  This Amendment to  the  Rights Agreement shall be governed by and
construed in accordance with the internal laws of the State of Louisiana.

     3.  This Amendment to the Rights  Agreement  may  be  executed in any
number  of  counterparts  and  each  of  such  counterparts shall for  all
purposes be deemed an original, and  all such counterparts  shall together
constitute but one and the same instrument.

     4.  Except  as  expressly  set  forth herein, this Amendment  to  the
Rights  Agreement shall not by implication  or  otherwise  alter,  modify,
amend or  in  any  way  affect  any of the terms, conditions, obligations,
covenants or agreements contained  in  the  Rights Agreement, all of which
are ratified and affirmed in all respects and shall continue in full force
and effect.
     IN WITNESS WHEREOF, the parties hereto have  caused this Amendment to
the Rights Agreement to be executed by their respective  proper  and  duly
authorized officers, as of the date first above written.


FIRST COMMERCE CORPORATION


By: /s/  Officer
    ------------

FIRST CHICAGO TRUST COMPANY
    OF NEW YORK


By:  /s/ Officer
    ------------