SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                           FIRST COMMERCE CORPORATION
             (Exact name of Registrant as specified in its charter)

        North Carolina                                     90-0016560
  (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)

                            301 South McDowell Street
                         Charlotte, North Carolina 28204
                    (Address of Principal Executive Offices)

                           FIRST COMMERCE CORPORATION
                        OMNIBUS STOCK AND INCENTIVE PLAN
                            (Full title of the Plan)
                              --------------------

            Wesley W. Sturges, President and Chief Executive Officer
                           First Commerce Corporation
                            301South McDowell Street
                         Charlotte, North Carolina 28204

                     (Name and address of agent for service)

                                 (704) 945-6565

          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              RANDALL A. UNDERWOOD
                            Brooks, Pierce, McLendon,
                           Humphrey & Leonard, L.L.P.
                              Post Office Box 26000
                             2000 Renaissance Plaza
                              230 North Elm Street
                        Greensboro, North Carolina 27420

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================================================================
       Title of Securities            Amount to be          Proposed Maximum            Proposed Maximum          Amount of
         to be Registered              Registered1           Offering Price            Aggregate Offering       Registration
                                                                Per Unit                      Price                  Fee
<S>                                      <C>                    <C>                          <C>                     <C>
Common Stock, no par value               44,900(2)              $11.375(3)                   $510,737.50             $46.99
----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                3,014(4)               $7.735(3)                   $ 23,313.29             $ 2.14
----------------------------------------------------------------------------------------------------------------------------
Total                                     47,91(4)                                           $534,050.79             $49.13
============================================================================================================================
</TABLE>

                            (Footnotes on Next Page)

  This Registration Statement shall become effective upon filing in accordance
   with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
                                  ss.230.462.

    1     Together with an indeterminate  number of additional  shares which may
          be necessary to adjust the number of shares reserved for issuance with
          respect to stock options granted and stock purchase  rights  exercised
          pursuant to the First Commerce Corporation Omnibus Stock and Incentive
          Plan   ("Omnibus   Plan")   as  a   result   of  a   reclassification,
          reorganization,  recapitalization,  stock  split,  stock  dividend  or
          similar  occurrence  which  makes an  adjustment  of  shares  just and
          appropriate.

     2    Represents the total number of shares which may be issued  pursuant to
          options granted under the Omnibus Plan.

     3    Pursuant to Rule  457(h),  this is the  exercise  price of the options
          granted pursuant to the Omnibus Plan.

     4    Represents  the total number of shares to be issued  pursuant to stock
          purchase rights exercised under the Omnibus Plan.


<PAGE>



                                     Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item I. Plan Information.

     This  Registration  Statement on Form S-8 relates to the registration of up
to 44,900 shares of common stock,  no par value,  of First Commerce  Corporation
(the  "Registrant")  which are reserved for issuance  pursuant to options  which
have been  granted  under  the  First  Commerce  Corporation  Omnibus  Stock and
Incentive Plan ("Omnibus Plan") and to the registration of up to 3,014 shares of
common stock,  no par value,  of the Registrant  which may be issued pursuant to
stock  purchase  rights  granted  and  exercised  under the Omnibus  Plan.  This
Registration  Statement  also relates to an  indeterminate  number of additional
shares  which may be  necessary  to adjust  the  number of shares  reserved  for
issuance for stock options granted and stock purchase rights exercised  pursuant
to  the  Omnibus  Plan  as  a  result  of  a  reclassification,  reorganization,
recapitalization,  stock split, stock dividend or similar occurrence which makes
an  adjustment  of  shares  just  and  appropriate.   Documents  containing  the
information  specified  in Part I of Form  S-8  will  be  sent or  given  to the
participants in the Omnibus Plan as specified by Rule 428(b)(1).  Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2. Registration Information and Employee Plan Annual Information.

     The  required  statement is  contained  in the  prospectus  to be delivered
pursuant  to  Part  I of  this  Registration  Statement  as  specified  by  Rule
428(b)(1).

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed with the Commission are incorporated herein
        by reference:

        (a) The Registrant's  Annual Report on Form 10-KSB for the fiscal  year
            ended December 31, 2001.

        (b) All reports filed by the Registrant pursuant  to Sections  13(a) or
            15(d) of the Securities  Exchange  Act of  1934,  as  amended  (the
            "Exchange  Act")  since the end of the fiscal year  covered  by the
            Registrant's Annual Report on Form 10-KSB referred to in clause (a)
            above, including but not limited to:

          (i)  The  Registrant's  quarterly  reports  on  Form  10-QSB  for  the
               quarters  ended March 31, 2002,  June 30, 2002 and  September 30,
               2002; and

          (ii) The Registrant's reports on Form 8-K filed with the Commission on
               December 18, 2002 and January 23, 2003.



<PAGE>



        (c)  The description of the  Registrant's  Common Stock contained in the
            Registrant's Registration Statement  on Form  8-A,  filed  with  the
            Commission under Section 12(g) of the Exchange Act on May 24, 2001,
            including any amendment or report filed for the purpose of updating
            such description.

        (d) All documents subsequently filed  by  the  Registrant  pursuant  to
            Sections 13(a),13(C)),14 and 15(d) of the Exchange Act, prior to the
            filing of a  post-effective   amendment  which  indicates  that  all
            securities registered hereby have been sold or which deregisters all
            securities then remaining  unsold, shall be deemed  incorporated  by
            reference herein and to be a part hereof from the date of the filing
            of such documents.  Any statement  contained  in  this  Registration
            Statement,or in a document incorporated or deemed to be incorporated
            by reference herein, shall  be deemed  to be modified or superseded
            for purposes of this  Registration Statement to the  extent that a
            statement  contained  herein, or in  any  other  subsequently filed
            document which is also incorporated or deemed to be incorporated by
            reference herein, modifies or supersedes  such statement. Any such
            statementso modified or superseded shall not be deemed, except as so
            modified or superseded, to constitute a  part of this Registration
            Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

     The  Registrant's  Articles of  Incorporation  provide  that to the fullest
extent permitted by the North Carolina  Business  Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally  liable to the Registrant
or any of its  stockholders or otherwise for monetary  damages for breach of any
duty as director.  The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the  Registrant,  or who, while
serving as a director or officer of the Registrant,  serves or has served at the
request of the Registrant as a director,  officer, partner, trustee, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  or as a trustee or  administrator  under an employee  benefit plan,
shall have a right to be  indemnified  by the  Registrant to the fullest  extent
permitted by law against  liability and litigation  expense  arising out of such
status or activities in such capacity.  "Liability  and  litigation  expense" is
defined in the Bylaws as including  costs and expenses of litigation  (including
reasonable  attorneys'  fees),  judgments,  fines and amounts paid in settlement
which  are  actually  and  reasonably  incurred  in  connection  with  or  as  a
consequence of any threatened,  pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.

     Litigation  expense,  as described  above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant  receives an undertaking,  dated, in writing and signed by the person
to be  indemnified,  to repay all such sums  unless  such  person is  ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.

                                        2

<PAGE>




     Sections   55-8-50  through   55-8-58  of  the  NCBCA  contain   provisions
prescribing  the  extent  to  which  directors  and  officers  shall  or  may be
indemnified.  Section  55-8-51 of the NCBCA permits a corporation,  with certain
exceptions,  to indemnify a present or former director against  liability if (i)
the  director  conducted  himself in good faith,  (ii) the  director  reasonably
believed (x) that the  director's  conduct in the director's  official  capacity
with the  corporation  was in its best  interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the  director's  conduct was unlawful.  A  corporation  may not
indemnify a director in  connection  with a proceeding by or in the right of the
corporation in which the director was adjudged  liable to the  corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above  standard of conduct is  determined  by the board of  directors,  or a
committee or special legal counsel or the  shareholders as prescribed in Section
55-8- 55.

     Sections  55-8-52  and  55-8-56  of the  NCBCA  require  a  corporation  to
indemnify a director or officer in the  defense of any  proceeding  to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense,  unless the
articles of incorporation  provide  otherwise.  Upon application,  the court may
order  indemnification  of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

     In  addition,   Section  55-8-57  permits  a  corporation  to  provide  for
indemnification of directors,  officers, employees or agents, in its articles of
incorporation  or bylaws or by  contract or  resolution,  against  liability  in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

     The  foregoing  is only a  general  summary  of  certain  aspects  of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be  complete.  It is  qualified  in its  entirety by reference to the
relevant  statutes,  which contain detailed  specific  provisions  regarding the
circumstances  under  which and the  person for whose  benefit  indemnifications
shall or may be made.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits

        The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):

                                        3

<PAGE>




Exhibit No.             Description of Document
-----------             -----------------------

  4.0             Specimen Stock Certificate for the Registrant
                  (incorporated by reference to Exhibit 4 of the
                  Registration Statement on Form 8-A filed May 24, 2001,
                  as amended).
  5.0             Opinion of Brooks, Pierce, McLendon, Humphrey &
                  Leonard, L.L.P. as to legality of securities being
                  registered.
  23.1            Consent of Brooks, Pierce, McLendon, Humphrey &
                  Leonard, L.L.P. (included in Exhibit 5).
  23.2            Consent of McGladrey & Pullen LLP


Item 9. Undertakings.

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to the Registration Statement
            to:

           (i)  Include any  prospectus required  by  Section  10(a)(3)  of the
                Securities Act of 1933 (the "Securities Act");

          (ii) Reflect in the prospectus  any facts or events  arising  which,
               individually or in the aggregate, represent a fundamental change
               in the information in the Registration Statement. Notwithstanding
               the foregoing, any increase or  decrease in volume of securities
               offered (if the total dollar value of  securities offered  would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum  offering range may be
               reflected  in the form of  prospectus filed  with the Commission
               pursuant  to Rule 424(b) if, in the aggregate,  the changes in
               volume and  price represent  no more  than a 20%   change in the
               maximum aggregate offering price set forth in the "Calculation
               of Registration Fee" table in the Registration Statement;

          (iii)Include any  additional or changed  material  information  on the
               plan of distribution.

        Provided,  however,  that paragraphs (1) (i) and (1) (ii) above do not
     apply if the information  required in a  post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  in the  Registration
     Statement.


                                        4

<PAGE>


        (2) For  determining  liability  under the Securities  Act, each such
            post-effective amendment shall be deemed to be a new registration
            statement  relating to the securities  offered  therein,  and the
            offering  of such  securities  at that time shall be deemed to be
            the initial bona fide offering thereof.

        (3) To  remove  from   registration  by  means  of  a  post-effective
            amendment  any of the  securities  being  registered  that remain
            unsold at the termination of the offering.

        (4) Insofar as  indemnification  for  liabilities   arising  under  the
            Securities  Act  may be  permitted  to  directors,  officers,   and
            controlling  persons of the  registrant  pursuant to  the  foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such indemnifi
            cation is against  public policy as expressed in the Securities Act
            and is, therefore, unenforceable. In the event that  a  claim   for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful defense of
            any action,suit,or proceeding) is asserted by such director,officer,
            or controlling  person in  connection  with the  securities  being
            registered, the Registrant will, unless  in the  opinion  of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction  the question whether   such
            indemnification by  it is against public policy as expressed in the
            Securities Act and will be  governed by  the final  adjudication of
            such issue.

                                        5

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Charlotte, State of North Carolina, on the 7th day of
March, 2003.


                                                  FIRST COMMERCE CORPORATION
                                                  Registrant


                                                  By: /s/ Wesley W. Sturges
                                                  ------------------------------
                                                  Wesley W. Sturges, President
                                                  and Chief Executive Officer




                                        6

<PAGE>



     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Date: March 7, 2003             By:  /s/ Wesley W. Sturges
                                     -------------------------------------------
                                     Wesley W. Sturges, President and Director
                                     (Chief Executive Officer)

Date: March 7, 2003             By:  /s/ David E. Keul
                                     -------------------------------------------
                                     David E. Keul, Senior Vice President,
                                     Chief Financial Officer and Secretary

Date: March 7, 2003             By:  /s/ Robert D. Culbertson
                                     -------------------------------------------
                                     Robert D. Culbertson, Director

Date: March 7, 2003             By:  /s/ Betty B. Trautwein
                                     -------------------------------------------
                                     Betty B. Trautwein, Director

Date: March 7, 2003             By:  /s/ William G. Loeffler
                                     -------------------------------------------
                                     William G. Loeffler, Director

Date: March 7, 2003             By:  /s/ James Y. Preston
                                     -------------------------------------------
                                     James Y. Preston, Chairman

Date: March 7, 2003             By:  /s/ David M. Sidbury
                                     -------------------------------------------
                                     David M. Sidbury, Director

Date: March 7, 2003             By:  /s/ Richard C. Siskey
                                     -------------------------------------------
                                     Richard C. Siskey, Director

Date: March 7, 2003             By:  /s/ William G. Staton
                                     -------------------------------------------
                                     William G. Staton, Director

Date: March 7, 2003             By:  /s/ Howard E. Virkler
                                     -------------------------------------------
                                     Howard E. Virkler, Director


                                        7

<PAGE>

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


                                                                              Method of
Exhibit No.                        Description                                  Filing
-----------                        -----------                                ----------

<S>                   <C>                                                    <C>
4.0                   Specimen Stock Certificate for the Registrant          Incorporated by
                                                                             Reference
5.0                   Opinion of Brooks, Pierce, McLendon,                   Filed Herewith
                      Humphrey & Leonard, L.L.P. as to legality of
                      securities being registered
23.1                  Consent of Brooks, Pierce, McLendon,                   Filed Herewith
                      Humphrey & Leonard, L.L.P. (included in
                      Exhibit 5)
23.2                  Consent of McGladrey & Pullen LLP                      Filed Herewith
</TABLE>


                                        8
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{"company-data": {"conformed-name": "FIRST COMMERCE CORP", "cik": "0001141045", "assigned-sic": "6021", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103779", "film-number": "03601662"}, "business-address": {"street1": "301 S MCDOWELL ST", "street2": "STE 100", "city": "CHARLOTTE", "state": "NC", "zip": "28204", "phone": "7049546565"}, "mail-address": {"street1": "301 S MCSOWELL ST", "street2": "STE 100", "city": "CHARLOTTE", "state": "NC", "zip": "28204"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                           FIRST COMMERCE CORPORATION
             (Exact name of Registrant as specified in its charter)

        North Carolina                                     90-0016560
  (State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)

                            301 South McDowell Street
                         Charlotte, North Carolina 28204
                    (Address of Principal Executive Offices)

                           FIRST COMMERCE CORPORATION
                        OMNIBUS STOCK AND INCENTIVE PLAN
                            (Full title of the Plan)
                              --------------------

            Wesley W. Sturges, President and Chief Executive Officer
                           First Commerce Corporation
                            301South McDowell Street
                         Charlotte, North Carolina 28204

                     (Name and address of agent for service)

                                 (704) 945-6565

          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              RANDALL A. UNDERWOOD
                            Brooks, Pierce, McLendon,
                           Humphrey & Leonard, L.L.P.
                              Post Office Box 26000
                             2000 Renaissance Plaza
                              230 North Elm Street
                        Greensboro, North Carolina 27420
CALCULATION OF REGISTRATION FEE
================================================================================
       Title of Securities            Amount to be          Proposed Maximum            Proposed Maximum          Amount of
         to be Registered              Registered1           Offering Price            Aggregate Offering       Registration
                                                                Per Unit                      Price                  Fee
Common Stock, no par value               44,900(2)              $11.375(3)                   $510,737.50             $46.99
----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value                3,014(4)               $7.735(3)                   $ 23,313.29             $ 2.14
----------------------------------------------------------------------------------------------------------------------------
Total                                     47,91(4)                                           $534,050.79             $49.13
============================================================================================================================
(Footnotes on Next Page)

  This Registration Statement shall become effective upon filing in accordance
   with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
                                  ss.230.462.

    1     Together with an indeterminate  number of additional  shares which may
          be necessary to adjust the number of shares reserved for issuance with
          respect to stock options granted and stock purchase  rights  exercised
          pursuant to the First Commerce Corporation Omnibus Stock and Incentive
          Plan   ("Omnibus   Plan")   as  a   result   of  a   reclassification,
          reorganization,  recapitalization,  stock  split,  stock  dividend  or
          similar  occurrence  which  makes an  adjustment  of  shares  just and
          appropriate.

     2    Represents the total number of shares which may be issued  pursuant to
          options granted under the Omnibus Plan.

     3    Pursuant to Rule  457(h),  this is the  exercise  price of the options
          granted pursuant to the Omnibus Plan.

     4    Represents  the total number of shares to be issued  pursuant to stock
          purchase rights exercised under the Omnibus Plan.
Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item I. Plan Information.

     This  Registration  Statement on Form S-8 relates to the registration of up
to 44,900 shares of common stock,  no par value,  of First Commerce  Corporation
(the  "Registrant")  which are reserved for issuance  pursuant to options  which
have been  granted  under  the  First  Commerce  Corporation  Omnibus  Stock and
Incentive Plan ("Omnibus Plan") and to the registration of up to 3,014 shares of
common stock,  no par value,  of the Registrant  which may be issued pursuant to
stock  purchase  rights  granted  and  exercised  under the Omnibus  Plan.  This
Registration  Statement  also relates to an  indeterminate  number of additional
shares  which may be  necessary  to adjust  the  number of shares  reserved  for
issuance for stock options granted and stock purchase rights exercised  pursuant
to  the  Omnibus  Plan  as  a  result  of  a  reclassification,  reorganization,
recapitalization,  stock split, stock dividend or similar occurrence which makes
an  adjustment  of  shares  just  and  appropriate.   Documents  containing  the
information  specified  in Part I of Form  S-8  will  be  sent or  given  to the
participants in the Omnibus Plan as specified by Rule 428(b)(1).  Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2. Registration Information and Employee Plan Annual Information.

     The  required  statement is  contained  in the  prospectus  to be delivered
pursuant  to  Part  I of  this  Registration  Statement  as  specified  by  Rule
428(b)(1).

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed with the Commission are incorporated herein
        by reference:

        (a) The Registrant's  Annual Report on Form 10-KSB for the fiscal  year
            ended December 31, 2001.

        (b) All reports filed by the Registrant pursuant  to Sections  13(a) or
            15(d) of the Securities  Exchange  Act of  1934,  as  amended  (the
            "Exchange  Act")  since the end of the fiscal year  covered  by the
            Registrant's Annual Report on Form 10-KSB referred to in clause (a)
            above, including but not limited to:

          (i)  The  Registrant's  quarterly  reports  on  Form  10-QSB  for  the
               quarters  ended March 31, 2002,  June 30, 2002 and  September 30,
               2002; and

          (ii) The Registrant's reports on Form 8-K filed with the Commission on
               December 18, 2002 and January 23, 2003.
(c)  The description of the  Registrant's  Common Stock contained in the
            Registrant's Registration Statement  on Form  8-A,  filed  with  the
            Commission under Section 12(g) of the Exchange Act on May 24, 2001,
            including any amendment or report filed for the purpose of updating
            such description.

        (d) All documents subsequently filed  by  the  Registrant  pursuant  to
            Sections 13(a),13(C)),14 and 15(d) of the Exchange Act, prior to the
            filing of a  post-effective   amendment  which  indicates  that  all
            securities registered hereby have been sold or which deregisters all
            securities then remaining  unsold, shall be deemed  incorporated  by
            reference herein and to be a part hereof from the date of the filing
            of such documents.  Any statement  contained  in  this  Registration
            Statement,or in a document incorporated or deemed to be incorporated
            by reference herein, shall  be deemed  to be modified or superseded
            for purposes of this  Registration Statement to the  extent that a
            statement  contained  herein, or in  any  other  subsequently filed
            document which is also incorporated or deemed to be incorporated by
            reference herein, modifies or supersedes  such statement. Any such
            statementso modified or superseded shall not be deemed, except as so
            modified or superseded, to constitute a  part of this Registration
            Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

     The  Registrant's  Articles of  Incorporation  provide  that to the fullest
extent permitted by the North Carolina  Business  Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally  liable to the Registrant
or any of its  stockholders or otherwise for monetary  damages for breach of any
duty as director.  The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the  Registrant,  or who, while
serving as a director or officer of the Registrant,  serves or has served at the
request of the Registrant as a director,  officer, partner, trustee, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  or as a trustee or  administrator  under an employee  benefit plan,
shall have a right to be  indemnified  by the  Registrant to the fullest  extent
permitted by law against  liability and litigation  expense  arising out of such
status or activities in such capacity.  "Liability  and  litigation  expense" is
defined in the Bylaws as including  costs and expenses of litigation  (including
reasonable  attorneys'  fees),  judgments,  fines and amounts paid in settlement
which  are  actually  and  reasonably  incurred  in  connection  with  or  as  a
consequence of any threatened,  pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.

     Litigation  expense,  as described  above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant  receives an undertaking,  dated, in writing and signed by the person
to be  indemnified,  to repay all such sums  unless  such  person is  ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.

                                        2
Sections   55-8-50  through   55-8-58  of  the  NCBCA  contain   provisions
prescribing  the  extent  to  which  directors  and  officers  shall  or  may be
indemnified.  Section  55-8-51 of the NCBCA permits a corporation,  with certain
exceptions,  to indemnify a present or former director against  liability if (i)
the  director  conducted  himself in good faith,  (ii) the  director  reasonably
believed (x) that the  director's  conduct in the director's  official  capacity
with the  corporation  was in its best  interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the  director's  conduct was unlawful.  A  corporation  may not
indemnify a director in  connection  with a proceeding by or in the right of the
corporation in which the director was adjudged  liable to the  corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above  standard of conduct is  determined  by the board of  directors,  or a
committee or special legal counsel or the  shareholders as prescribed in Section
55-8- 55.

     Sections  55-8-52  and  55-8-56  of the  NCBCA  require  a  corporation  to
indemnify a director or officer in the  defense of any  proceeding  to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense,  unless the
articles of incorporation  provide  otherwise.  Upon application,  the court may
order  indemnification  of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

     In  addition,   Section  55-8-57  permits  a  corporation  to  provide  for
indemnification of directors,  officers, employees or agents, in its articles of
incorporation  or bylaws or by  contract or  resolution,  against  liability  in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

     The  foregoing  is only a  general  summary  of  certain  aspects  of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be  complete.  It is  qualified  in its  entirety by reference to the
relevant  statutes,  which contain detailed  specific  provisions  regarding the
circumstances  under  which and the  person for whose  benefit  indemnifications
shall or may be made.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits

        The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):

                                        3
Exhibit No.             Description of Document
-----------             -----------------------

  4.0             Specimen Stock Certificate for the Registrant
                  (incorporated by reference to Exhibit 4 of the
                  Registration Statement on Form 8-A filed May 24, 2001,
                  as amended).
  5.0             Opinion of Brooks, Pierce, McLendon, Humphrey &
                  Leonard, L.L.P. as to legality of securities being
                  registered.
  23.1            Consent of Brooks, Pierce, McLendon, Humphrey &
                  Leonard, L.L.P. (included in Exhibit 5).
  23.2            Consent of McGladrey & Pullen LLP

Item 9. Undertakings.

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to the Registration Statement
            to:

           (i)  Include any  prospectus required  by  Section  10(a)(3)  of the
                Securities Act of 1933 (the "Securities Act");

          (ii) Reflect in the prospectus  any facts or events  arising  which,
               individually or in the aggregate, represent a fundamental change
               in the information in the Registration Statement. Notwithstanding
               the foregoing, any increase or  decrease in volume of securities
               offered (if the total dollar value of  securities offered  would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum  offering range may be
               reflected  in the form of  prospectus filed  with the Commission
               pursuant  to Rule 424(b) if, in the aggregate,  the changes in
               volume and  price represent  no more  than a 20%   change in the
               maximum aggregate offering price set forth in the "Calculation
               of Registration Fee" table in the Registration Statement;

          (iii)Include any  additional or changed  material  information  on the
               plan of distribution.

        Provided,  however,  that paragraphs (1) (i) and (1) (ii) above do not
     apply if the information  required in a  post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  in the  Registration
     Statement.

                                        4
(2) For  determining  liability  under the Securities  Act, each such
            post-effective amendment shall be deemed to be a new registration
            statement  relating to the securities  offered  therein,  and the
            offering  of such  securities  at that time shall be deemed to be
            the initial bona fide offering thereof.

        (3) To  remove  from   registration  by  means  of  a  post-effective
            amendment  any of the  securities  being  registered  that remain
            unsold at the termination of the offering.

        (4) Insofar as  indemnification  for  liabilities   arising  under  the
            Securities  Act  may be  permitted  to  directors,  officers,   and
            controlling  persons of the  registrant  pursuant to  the  foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such indemnifi
            cation is against  public policy as expressed in the Securities Act
            and is, therefore, unenforceable. In the event that  a  claim   for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful defense of
            any action,suit,or proceeding) is asserted by such director,officer,
            or controlling  person in  connection  with the  securities  being
            registered, the Registrant will, unless  in the  opinion  of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction  the question whether   such
            indemnification by  it is against public policy as expressed in the
            Securities Act and will be  governed by  the final  adjudication of
            such issue.

                                        5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Charlotte, State of North Carolina, on the 7th day of
March, 2003.

                                                  FIRST COMMERCE CORPORATION
                                                  Registrant

                                                  By: /s/ Wesley W. Sturges
                                                  ------------------------------
                                                  Wesley W. Sturges, President
                                                  and Chief Executive Officer

                                        6
Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Date: March 7, 2003             By:  /s/ Wesley W. Sturges
                                     -------------------------------------------
                                     Wesley W. Sturges, President and Director
                                     (Chief Executive Officer)

Date: March 7, 2003             By:  /s/ David E. Keul
                                     -------------------------------------------
                                     David E. Keul, Senior Vice President,
                                     Chief Financial Officer and Secretary

Date: March 7, 2003             By:  /s/ Robert D. Culbertson
                                     -------------------------------------------
                                     Robert D. Culbertson, Director

Date: March 7, 2003             By:  /s/ Betty B. Trautwein
                                     -------------------------------------------
                                     Betty B. Trautwein, Director

Date: March 7, 2003             By:  /s/ William G. Loeffler
                                     -------------------------------------------
                                     William G. Loeffler, Director

Date: March 7, 2003             By:  /s/ James Y. Preston
                                     -------------------------------------------
                                     James Y. Preston, Chairman

Date: March 7, 2003             By:  /s/ David M. Sidbury
                                     -------------------------------------------
                                     David M. Sidbury, Director

Date: March 7, 2003             By:  /s/ Richard C. Siskey
                                     -------------------------------------------
                                     Richard C. Siskey, Director

Date: March 7, 2003             By:  /s/ William G. Staton
                                     -------------------------------------------
                                     William G. Staton, Director

Date: March 7, 2003             By:  /s/ Howard E. Virkler
                                     -------------------------------------------
                                     Howard E. Virkler, Director

                                        7
EXHIBIT INDEX

                                                                              Method of
Exhibit No.                        Description                                  Filing
-----------                        -----------                                ----------
4.0                   Specimen Stock Certificate for the Registrant          Incorporated by
                                                                             Reference
5.0                   Opinion of Brooks, Pierce, McLendon,                   Filed Herewith
                      Humphrey & Leonard, L.L.P. as to legality of
                      securities being registered
23.1                  Consent of Brooks, Pierce, McLendon,                   Filed Herewith
                      Humphrey & Leonard, L.L.P. (included in
                      Exhibit 5)
23.2                  Consent of McGladrey & Pullen LLP                      Filed Herewith
8