<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________________________________________
Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIRST COMMERCIAL BANCORP, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
319900106
(CUSIP Number)
Allen H. Blake Leonard J. Essig, Esq.
Senior Vice President Lewis, Rice & Fingersh,
First Banks, Inc. L.C.
135 North Meramec 500 North Broadway, Suite
Clayton, Missouri 63105 2000
(314) 854-4600 St. Louis, Missouri 63102
(314) 444-7600
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices
and Communications)
December 28, 1995
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid
with the statement [ ].
<PAGE> 2
CUSIP No. 319900106
_______________________________________________________
1) Name of Reporting Person (S.S. or I.R.S.
Identification No. of Above Person):
First Banks, Inc.
43-117-5538
_______________________________________________________
2 Check the Appropriate Box if a Member of a
Group (See Instructions).
(a) ( )
(b) ( X )
_______________________________________________________
3) SEC Use Only
_______________________________________________________
4) Source of Funds: BK, OO (General Corporate
Funds of Reporting Person)
_______________________________________________________
5) Check Box If Disclosure of Legal Proceedings
is Required Pursuant to Items (2d) or 2(e).
( )
_______________________________________________________
6) Citizenship or Place of Organization:
Missouri
_______________________________________________________
Number of Shares Beneficially Owned by Each Reporting
Person With:
7) Sole Voting Power: 130,000,000
8) Shared Voting Power: -0-
9) Sole Dispositive Power: 130,000,000
10)Shared Dispositive Power: -0-
_______________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person:
130,000,000
_______________________________________________________
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions):
( )
_______________________________________________________
13) Percent of Class Represented by Amount in
Row 11: 96.5
_______________________________________________________
14) Type of Reporting Person (See Instructions):
HC, CO
_______________________________________________________
<PAGE> 3
Item 3. Source and Amount of Funds or Other
Consideration
In connection with the transactions described
below, First Banks, Inc., St. Louis, Missouri ("First
Banks") has borrowed $6.0 million under its Secured
Credit Agreement, dated as of July 14, 1995, with the
Boatmen's National Bank of St. Louis, St. Louis,
Missouri; Harris Trust and Savings Bank, Chicago,
Illinois; American National Bank and Trust Company of
Chicago, Chicago, Illinois; The Frost National Bank,
San Antonio, Texas and Norwest Bank Minnesota,
Minneapolis, Minnesota. First Banks obtained the
balance of the funds used in such transactions from its
general corporate funds.
Item 4. Purpose of Transaction
On October 31, 1995, pursuant to the terms of an
Additional Investment Agreement, dated as of October
31, 1995, a copy of which is attached hereto as Exhibit
4A, by and among First Banks; First Commercial Bancorp,
Inc., Sacramento, California (the "Company") and First
Commercial Bank, a California bank wholly owned by the
Company (the "Bank"), First Banks purchased from the
Company a senior debenture (the "Investment
Debenture"), a copy of which is attached hereto as
Exhibit 4B, in the amount of $1,500,000, secured by all
of the outstanding common stock of the Bank held by the
Company. Interest on the Investment Debenture accrues
at a rate of 12.0% annually, but will not be paid in
cash except in compliance with all applicable
regulatory requirements. The principal of the
Investment Debenture and any accrued but unpaid
interest thereon may be converted into Company Common
Stock at any time after October 31, 1995 at the
conversion price of $0.10 per share. If First Banks
has not elected to convert the remaining principal and
any accrued interest on the Investment Debenture prior
to October 31, 2000, the same will automatically
convert to Company Common Stock at a conversion price
of $0.10 per shares on such date.
On December 27, 1995, the shareholders of the
Company approved (i) an Amended and Restated Stock
Purchase Agreement (the "Agreement"), dated as of
August 7, 1995, by and among First Banks; James F.
Dierberg; the Company and the Bank and (ii) an
amendment to the Company's Certificate of Incorporation
to increase the number of authorized shares of common
stock, par value $0.01 per share ("Company Common"), to
250,000,000.
On December 28, 1995, pursuant to the Agreement,
the following transactions occurred:
(1) The Company issued to First Banks
50,000,000 shares of Company Common in
exchange for the 750,000 shares of the Bank's
Series A Preferred Stock, no par value per
share ("Bank Preferred"), and the 116,666,666
shares of the Bank's common stock, no par
value per share ("Bank Common") held by First
Banks; and
(2) First Banks purchased from the Company a
senior debenture (the "Second Debenture"), a
copy of which is attached hereto as Exhibit 4C
in the amount of $5,000,000, secured by all of
the outstanding common stock of the Bank held
by the Company. Interest on the Second
Debenture accrues at a rate of 12.0% annually,
but will not be paid in cash except in
compliance with all applicable regulatory
requirements. The principal of the Second
Debenture and any accrued but unpaid interest
thereon may be converted into Company Common
Stock at any time during the five years after
December 31, 1995 at the conversion price of
$0.10 per share. If First Banks has not
elected to convert the remaining principal and
<PAGE> 4
any accrued interest on the Second Debenture
prior to December 31, 2000, the maturity date
of the Debenture, the same will automatically
convert to Company Common Stock at a
conversion price of $0.10 per shares on such
date.
Also on December 28, 1995, pursuant to a Standby
Agreement, dated as of December 28, 1995, a copy of
which is attached hereto as Exhibit 4D, by and among
the Company, the Bank and First Banks, the Company
issued to First Banks 15,000,000 additional shares of
Company Common at a price per share of $0.10 for an
aggregate purchase price of $1,500,000.
Item 5. Interest in Securities of the Issuer
(a-b) First Banks owns 130,000,000 shares (96.5%)
of Company Common, which amount includes 65,000,000
shares that would be acquired upon conversion of the
principal on the Investment Debenture and the Second
Debenture. If First Banks does not convert accrued but
unpaid interest on the Investment Debenture and the
Second Debenture to Company Common prior to the
maturity dates thereof, First Banks would own, upon the
automatic conversion of such debentures on their
maturity dates, an additional 39,000,000 shares of
Company Common based upon the conversion of such
interest at $0.10 per share.
(c) All transactions in the shares of Company
Common Stock effected by First Banks during the past
sixty (60) days are described in the responses to Items
4 and 5(a-b), above.
(d-e) Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 4A - Additional
Investment Agreement
Exhibit 4B - Investment Debenture
Exhibit 4C - Second Debenture
Exhibit 4D - Standby Agreement
<PAGE> 5
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
FIRST BANKS, INC.
By: /s/ Allen H. Blake
Name: Allen H. Blake
Title: Senior Vice President
Date: January 3, 1996
EXHIBIT 4A
ADDITIONAL INVESTMENT AGREEMENT
THIS ADDITIONAL INVESTMENT AGREEMENT (the
"Agreement") is made and entered into as of October 31,
1995, by and between FIRST COMMERCIAL BANCORP, INC., a
Delaware corporation (the "Company"), FIRST COMMERCIAL
BANK, a California chartered banking corporation, and
FIRST BANKS, INC., a Missouri corporation ("First
Banks").
W I T N E S S E T H
WHEREAS, the parties to this Agreement entered into
an Amended and Restated Stock Purchase Agreement dated
August 7, 1995 (the "Stock Purchase Agreement"),
pursuant to which First Banks was given the option
under certain circumstances to make additional
investments in the Company or the Bank for the purpose
of increasing the capital levels of the Bank;
WHEREAS, the Bank anticipates that it will not
meet, on or before October 31, 1995, the 6.5% tangible
capital requirement of the Second Amended Final Order
of the California State Banking Department under
California Financial Code Section 1913 (the "State
Order");
WHEREAS, the Bank has obtained the agreement of the
California State Banking Department ("SBD") to revise
the required tangible capital level to 3.0% as of
October 31, 1995, based upon First Banks' intended
infusion of capital;
WHEREAS, First Banks desires to make a capital
infusion to the Bank sufficient to increase the Bank's
tangible capital requirement to 3.0% as of October 31,
1995;
WHEREAS, the Stock Purchase Agreement provides that
unless the Company is conducting the Offering at the
time of the additional capital contribution of First
Banks, such additional capital contribution shall be
made by the purchase of shares of Company Common Stock,
the proceeds of which will be contributed by the
Company to the Bank;
WHEREAS, the parties hereto, with the concurrence
of Mr. James F. Dierberg, a signatory to the Stock
Purchase Agreement, wish to amend and supersede by this
Agreement any contradictory provisions of the Stock
Purchase Agreement with respect to the additional
capital contribution of First Banks to the Company or
the Bank contemplated hereby; and
WHEREAS, unless otherwise defined herein, the
capitalized terms used in this Agreement shall have
those meanings assigned to them in the Stock Purchase
Agreement:
NOW, THEREFORE, for and in consideration of the
promises contained in this Agreement, and other good
and valuable consideration, the receipt and sufficiency
of all of which is hereby acknowledged, the parties
hereto agree as follows:
1. On or before October 31, 1995, First Banks
shall lend to the Company an additional $1.5 million
which is required to increase the Bank's tangible
capital ratio to 3.0% as of October 31, 1995 (the
"Investment Amount").
<PAGE> 6
2. The Company hereby agrees to borrow from
First Banks, pursuant to the terms and conditions set
forth in the debenture attached hereto as Exhibit 2
(the "Investment Debenture"), the Investment Amount,
and the Company hereby agrees to execute such
Investment Debenture. The Company hereby further
agrees to contribute to the Bank all of the proceeds of
the Investment Debenture.
3. Delivery of the Investment Amount and
execution of the Investment Debenture shall occur at
the executive offices of the Bank no later than
12:00 p.m. California time on October 31, 1995, but may
occur on such earlier date as may be agreed upon by the
parties upon receipt of the Approvals referred to below
(the "Investment Closing Date").
4. Notwithstanding anything set forth in this
Agreement, First Banks' loan of the Investment Amount,
the Company's issuance of the Investment Debenture, the
payment of any interest amount of the Investment
Debenture in cash and the conversion of the principal
and any interest amounts of the Investment Debenture
into shares of Company Common Stock shall be subject,
respectively, to receipt of all necessary regulatory
Approvals. Each party hereto agrees to expeditiously
file for and use its best efforts to obtain any
required Approval.
5. The terms of this Agreement are intended to
supersede the provisions of Section 1(b)(iii) of the
Stock Purchase Agreement to the extent Section
1(b)(iii) concerns a contribution of capital by First
Banks to the Company or the Bank to enable the Bank to
meet the requirements of the State Order by October 31,
1995. The provisions of Section 1(b)(iii) with respect
to a further capital contribution by First Banks to the
Bank as of December 31, 1995 shall not be altered by
this Agreement.
6. This Agreement shall terminate: (a) upon
the termination of the Stock Purchase Agreement or (b)
in the event that the required Approvals are not
obtained on or prior to October 31, 1995, unless such
date shall have been extended by the mutual consent of
the parties hereto.
7. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
Delaware in effect at the time of the execution hereof.
8. This Agreement may be executed in any
number of counterparts, each of which counterparts when
so executed and delivered shall be deemed to be an
original, but all such respective counterparts shall
together constitute but one and the same instrument.
9. Any notices required to be given pursuant
to this Agreement shall be given in accordance with
Section 13 of the Stock Purchase Agreement.
10. Except as set forth herein, all other
provisions and terms of the Stock Purchase Agreement
remain unchanged and in full force and effect. This
Agreement shall not operate as an amendment or waiver
of, or estoppel with respect to, any other obligation,
covenant, agreement or condition contained in the Stock
Purchase Agreement.
<PAGE> 7
11. This Agreement, together with the Stock
Purchase Agreement, and together with the Letters of
Representation and Approvals to be received pursuant
hereto, constitute the entire agreement of the parties
with respect to the subject matter hereof.
IN WITNESS WHEREOF, and intending to be legally
bound thereby, each of First Banks, Inc., First
Commercial Bank and First Commercial Bancorp, Inc. has
signed or caused to be signed its name, all as of the
day and year first above written, and James F.
Dierberg has consented to the terms of this Agreement
by execution hereof.
FIRST COMMERCIAL BANCORP, INC.
By: /s/ James E. Culleton
Name: James E. Culleton
Title: Interim President
FIRST COMMERCIAL BANK
By: /s/ James E. Culleton
Name: James E. Culleton
Title: Interim President
DIERBERG
/s/ James F. Dierberg
James F. Dierberg, an
individual
FIRST BANKS, INC.
By: /s/ James F. Dierberg
Name:
Title:
<PAGE> 8
EXHIBIT 4B
FIRST COMMERCIAL BANCORP, INC.
a Delaware corporation
INVESTMENT DEBENTURE
This is the Sole Debenture of
an Issuance of Debentures Totaling
$1,500,000.00
By First Commercial Bancorp, Inc. on this Date
Amount of Debenture: $1,500,000.00 October 31, 1995
Due: October 31, 2000
1. Promise to Pay. FIRST COMMERCIAL BANCORP,
INC., a Delaware corporation (the "Company"), for value
received, promises to pay to FIRST BANKS, INC., a
Missouri corporation, or its successors and assigns
(the "Holder"), the sum of One Million Five Hundred
Thousand Dollars ($1,500,000.00), together with
interest on the principal amount hereof (not
compounded) as hereinafter provided. Unless otherwise
provided herein, payments on this Debenture shall be in
dollars of the United States of America and payments
shall be made to the address of the Holder as specified
in Section 13 below.
2. Interest. Interest on this Debenture shall
accrue at the rate of interest of twelve percent (12%)
annually.
3. Payments. The Company shall make payments
on this Debenture when, in the sole and absolute
discretion of the Board of Directors of the Company,
the Company has sufficient funds to make such a payment
of interest or principal on this Debenture and can make
such a payment in accordance with law and all
applicable regulatory requirements; provided, however,
if and to the extent the Company has not previously
paid interest or principal on this Debenture, then (i)
prior to October 31, 2000 ("Maturity"), the Holder of
this Debenture shall have the right to convert unpaid
interest or principal at the times and in the manner
described in Section 5, and upon such conversion, that
portion of interest or principal so converted shall be
deemed paid in full and (ii) upon Maturity, the
Debenture shall be payable and convert to Stock
(defined below) pursuant to the provisions of Section
5(b). Notwithstanding anything to the contrary herein,
Company shall give Holder ten (10) days prior written
notice of Company's intention to make any payment to
Holder on the Debenture.
4. Security. As security for the obligations
of Company hereunder, Company shall execute a Stock
Pledge Agreement in form and substance acceptable to
Holder, granting holder a security interest in all
shares of common and preferred stock, if any, held by
Company in Company's subsidiary, First Commercial Bank.
<PAGE> 9
5. Conversion Rights.
a. Right to Convert. At the sole option
and discretion of the Holder of this Debenture,
following the earlier of (i) the vote of the Company
stockholders at the Special Meeting (as hereinafter
defined) with respect to that certain Amended and
Restated Stock Purchase Agreement, dated August 7,
1995, by and among Company, Holder, First Commercial
Bank and James F. Dierberg (the "Stock Purchase
Agreement"), or (ii) December 31, 1995, unpaid
principal and accrued but unpaid interest may be
converted into Stock at the Conversion Price set forth
in Subsection (c) below. A Holder desiring to convert
shall follow the conversion procedure set forth in
Subsection (d). On the date that the conversion is
effective as provided in Subsection (d) below, all or
any portion of the unpaid principal and interest which
has then accrued but remains unpaid, and which Holder
elects to convert, shall be converted into shares of
Stock. In the event that the stockholders of the
Company approve the Stock Purchase Agreement, then
"Stock" shall mean the common stock, par value $0.01
per share, of Company. In the event that the
stockholders of the Company fail to approve the Stock
Purchase Agreement, then "Stock" shall mean the common
stock, no par value, of First Commercial Bank.
b. Automatic Conversion. Notwithstanding
the provisions of Section 5(a) above and absent an
Event of Default, at Maturity, all unpaid principal and
accrued but unpaid interest shall be automatically
converted into Stock at the Conversion Price set forth
in Subsection (c) below. Once the automatic conversion
has occurred, no further interest shall accrue, and the
Holder shall be deemed to be paid in full.
c. Conversion Price. The price per share
of Company common stock at which the convertible
portion of the interest or principal of this Debenture
may be converted (the "Company Conversion Price") shall
be equal to $0.10 per share. The price per share of
First Commercial Bank common stock into which the
convertible portion of the interest or principal of
this Debenture may be converted ("Bank Conversion
Price") shall be equal to the book value of the First
Commercial Bank common stock, as determined in
accordance with GAAP, on the last day of the month
immediately preceding the date of conversion. The
Company Conversion Price and the Bank Conversion Price
shall be referred to hereinafter, as appropriate (based
upon the outcome of the vote of Company shareholders on
the Stock Purchase Agreement), as the "Conversion
Price."
d. Conversion Procedure. If Holder
desires to convert all or any portion of the unpaid
principal or accrued but unpaid interest of this
Debenture, then Holder shall deliver a written notice
to the Company stating that the Holder desires to
convert and specifying the amount of unpaid principal
and accrued by unpaid interest that Holder wishes to
convert. Promptly after receipt of such written
notice, the Company shall deliver to the Holder of this
Debenture any and all documents which the Company shall
require in order to permit the conversion, including,
without limitation, any and all documents necessary to
comply with applicable securities law exemptions or to
satisfy any and all requirements of applicable law and
regulations, including any requirements of any
regulatory bodies having jurisdiction over the Company
or Bank. Promptly after receipt from Holder by the
<PAGE> 10
Company of such documents as the Company may require to
permit conversion, the Company shall send written
notice to the Holder and the Holder shall execute the
written notice that the portion of this Debenture that
the Holder requested be converted has in fact been
converted into Stock at the Conversion Price and
specifying the number of shares of Stock to which the
Holder will be entitled as a result of such conversion.
The conversion shall be deemed to have taken effect as
of the date of such written notice from the Holder to
the Company, and, promptly thereafter, the Company
shall cause to be delivered to the Holder from the
Company, First Commercial Bank or its respective
transfer agent, a certificate representing such shares
of Stock, which shares shall bear a legend
substantially in the form of that set forth in
Section 7 of this Debenture (with such changes as are
necessary to reflect that the legend condition affects
the shares represented by that certificate in lieu of
the language pertaining to this Debenture). With
respect to an automatic conversion of the Debenture on
and as of October 31, 2000, such conversion shall occur
automatically as set forth herein, except that no
notice shall be required.
6. Reservation. The Company shall, at all
times, reserve and keep available, out of its
authorized but unissued shares of Company common stock,
solely for the purpose of effecting the conversion of
this Debenture, the full number of shares of Company
common stock deliverable upon the conversion of all
Debentures from time to time outstanding. The Company
shall from time to time in accordance with Delaware
law, increase the authorized number of shares of
Company common stock if at any time the authorized
number of such shares remaining unissued shall not be
sufficient to permit the conversion of all of the
Debentures at the time outstanding. Similarly, Company
shall cause First Commercial Bank to reserve and keep
available, out of its authorized, but unissued shares
of First Commercial Bank common stock, solely for the
purpose of effecting the conversion of this Debenture,
the full number of shares of First Commercial Bank
common stock deliverable upon the conversion of all
Debentures from time to time outstanding. The Company
shall cause First Commercial Bank from time to time in
accordance with California law, to increase the
authorized number of shares of First Commercial Bank
common stock if at any time the authorized number of
such shares remaining unissued shall not be sufficient
to permit the conversion of all of the Debentures at
the time outstanding.
7. Covenants. So long as all or any portion
of the Debenture shall remain outstanding, the Company
shall not, without first obtaining the approval of the
Holder of the Debenture (or if all or a portion of the
Debenture has been assigned or transferred to a
permissible assignee or transferee under the terms of
this Debenture, then the approval of the Holders of a
majority of the principal amount of this Debenture),
repurchase any of its common stock or pay a dividend on
its common stock, or make any other distribution to its
shareholders or other debenture holders, except as
provided for in that certain Additional Investment
Agreement, dated October 31, 1995 ("Investment
Agreement"), the Stock Purchase Agreement, the proposed
Offering by the Company (as defined in the Stock
Purchase Agreement), and except as proposed to be
presented to the stockholders of the Company at the
Special Meeting (as defined in the Stock Purchase
Agreement).
<PAGE> 11
8. Restricted Nature of Debentures. This
Debenture has been issued pursuant to the Investment
Agreement and the Stock Purchase Agreement. This
Debenture is subject to the restrictions contained in
the Investment Agreement and the Stock Purchase
Agreement and no interest in this Debenture may be sold
or transferred by the holder hereof without compliance
with the provisions of the Investment Agreement and the
Stock Purchase Agreement. The Holder of this Debenture
understands that the Company may require, upon the
conversion of this Debenture into Stock, that the
Holder make certain representations to the Company to
comply with applicable securities law exemptions. The
Holder understands that this Debenture and Stock into
which this Debenture is convertible are "restricted
securities" under the Securities Act of 1933 and this
Debenture and the Stock into which this Debenture is
convertible is and will be subject to the following
legend condition:
THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). THE DEBENTURE HAS BEEN ACQUIRED BY
THE HOLDER FOR INVESTMENT AND MAY NOT BE
PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF:
(1) AN EFFECTIVE REGISTRATION STATEMENT AS TO
THE SECURITIES UNDER THAT ACT; (2) AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED; OR (3) A
"NO ACTION" LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION TO THE EFFECT THAT THE
STAFF OF THE COMMISSION WILL NOT RECOMMEND
THAT ANY ACTION BE TAKEN UNDER THE ACT AGAINST
THE COMPANY IF SUCH PROPOSED SALE IS
CONSUMMATED WITHOUT REGISTRATION UNDER THE
ACT.
In the event First Commercial Bank common stock is
issued upon conversion of this Debenture, the
certificate representing the shares of First Commercial
Bank common stock shall contain such restrictive
legends as the California State Banking Department may
require in its permit authorizing the sale thereof.
The issuance of the Stock may be delayed in order for
the Company or First Commercial Bank as the case may
be, to obtain any and all necessary regulatory
approvals and to comply with state, federal and
securities laws.
9. Default. Each of the following shall
constitute an event of default ("Events of Default")
under this Debenture:
a. Default or breach by the Company in the
due observance or performance of any of the terms,
covenants or agreements set forth in this
Debenture if such default is not remedied by the
Company or waived by Holder within 30 days
following the Company's receipt of notice thereof.
<PAGE> 12
b. The Company (i) fails to pay, or admits in
writing such Borrower's inability to pay, such
Borrower's debts as they become due, or otherwise
becomes insolvent (however evidenced); (ii) makes
an assignment for the benefit of creditors;
(iii) files a petition in bankruptcy, is
adjudicated insolvent or bankrupt, petitions or
applies to any tribunal for any receiver or any
trustee of the Company or any substantial part of
the Company's property; (iv) commences any
proceeding relating to the Company under any
reorganization, arrangement, readjustment of debt,
dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect;
(v) if there is commenced against the Company any
such proceeding which remains undismissed for a
period of thirty (30) days, or the Company by any
act indicates its consent to, approval of, or
acquiescence in any such proceeding or the
appointment of any receiver of or any trustee for
such Borrower or of any substantial part of the
Company's property, or suffers any such
receivership or trusteeship to continue
undischarged for a period of 30 days or the
Company takes any partnership or corporate action
to authorize any of the foregoing; or (vi) is
placed in receivership by any federal or state
agency with regulatory authority over the Company.
c. The Company files a certificate of
dissolution under applicable state law or is
liquidated or dissolved or suspends or terminates
the operation of its business, or has commenced
against it any action or proceeding for its
liquidation or dissolution or the winding up of
its business, or takes any corporate action in
furtherance thereof.
10. Rights and Remedies in the Event of
Default. Upon any Event of Default, and at any time
thereafter, Holder may, at its option, do any one or
more of the following: (a) Declare this Debenture to be
immediately due and payable in cash; (b) exercise any
or all of the rights accruing to a secured party, upon
default by a debtor, under the Uniform Commercial Code
as in effect from time to time in the State of Missouri
and any other applicable law; or (c) exercise any other
rights or remedies available to holder under this
Debenture, the Investment Agreement, the Stock Purchase
Agreement, the Stock Pledge Agreement, or any other
agreement entered into pursuant to the terms of the
Stock Purchase Agreement or otherwise available to
Holder at law or in equity.
11. Modification. The terms of this Debenture
may be amended or modified by the Company with the
written consent of the Holder. If the Holder transfers
or assigns all or a portion of this Debenture to a
permitted assignee or transferee, then the Holders, by
vote of Holders holding a majority of the principal
amount of this Debenture, may authorize any amendment,
modification, or waiver of compliance by the Company of
the provisions or defaults under this Debenture. Any
such consent or waiver by the Holder (or majority in
interest of subsequent Holders) of the Debenture shall
be conclusive and binding upon the Holder (and all
other Holders) and upon all future holders of this
Debenture.
12. Governing Law and Attorneys' Fees. This
Debenture and the rights and obligations of the parties
hereunder are to be governed by and construed and
interpreted in accordance with the laws of the State of
Missouri applicable to contracts made and to be
<PAGE> 13
performed wholly within Missouri, without regard to
choice or conflict of laws rules. If either party
incurs legal expenses in any action arising out of this
Debenture, then the prevailing party in such action
shall be entitled to recover from the nonprevailing
party all reasonably attorneys' fees, expert witness
fees, and other costs, in addition to any other relief
to which such party may be entitled. This Debenture
and the agreements referred to herein, including but
not limited to the Investment Agreement and the Stock
Purchase Agreement, constitute the entire agreement
among the parties pertaining the subject matter hereof
and fully supersede any and all prior agreements
between the parties hereto respecting the subject
matter hereof.
13. Notices. Any notice required to be given
to the Holder of this Debenture shall be deemed given
if it is set forth in writing addressed to the Holder
at the Holder's address appearing on the books of the
Company. Notices to the Company shall be in writing
and sent to the President, or any Executive Vice
President of the Company in care of the then present
principal place of business of the Company. Such
notices shall be deemed effectively delivered:
(a) three business days after deposit in the United
States mail, postage prepaid; (b) when actually
received if delivered by personal delivery; or (c) as
of two business days after delivery to Federal Express
or some other third-party who will guarantee delivery
by overnight courier addressed to the address of such
party as provided in this section.
14. Usury Law Provision. All payments due
hereunder are hereby expressly limited so that in no
contingency or event whatsoever shall the amount paid
or agreed to be paid to the Holder of this Debenture
for the use, forbearance, or detention of the money
exceed the highest lawful rate permissible. If, from
any circumstance, whatsoever, fulfillment of any of the
provisions of this Debenture, or any other agreement
referred to herein, as of the time performance of such
provision shall be due, shall involve a payment that
exceeds the lawful amount permissible under law which a
court of competent jurisdiction may deem applicable,
then the obligations to be fulfilled shall be reduced
to the limit of such validity, and if from any
circumstance the Holder of this Debenture shall ever
receive as interest an amount which would exceed the
highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of
unpaid principal balance due hereunder, and not to the
payment of interest, or, if such excessive interest
exceeds the unpaid principal balance due hereunder, the
excess shall be refunded to the undersigned.
15. Non-Transferable. Except with the consent
of the Company (which consent shall not be unreasonably
withheld) or to an entity controlled by or under common
control with Holder, this Debenture is not transferable
by the Holder hereof.
FIRST COMMERCIAL BANCORP,
INC.
By: /s/ James E. Culleton
James E. Culleton
Interim President
<PAGE> 14
By: /s/ Dagmar Hotel
Dagmar Hotel
Secretary
<PAGE> 15
EXHIBIT 4C
FIRST COMMERCIAL BANCORP, INC.
a Delaware corporation
SECOND DEBENTURE
This is the Sole Debenture of
an Issuance of Debentures Totaling
$5,000,000.00
By First Commercial Bancorp, Inc. on this Date
Amount of Debenture: $5,000,000.00 December 28, 1995
Due: December 28, 2000
1. Promise to Pay. FIRST COMMERCIAL BANCORP,
INC., a Delaware corporation (the "Company"), for value
received, promises to pay to FIRST BANKS, INC., a
Missouri corporation, or its successors and assigns
(the "Holder"), the sum of Five Million Dollars
($5,000,000.00), together with interest on the
principal amount hereof (not compounded) as hereinafter
provided. Unless otherwise provided herein, payments
on this Debenture shall be in dollars of the United
States of America and payments shall be made to the
address of the Holder as specified in Section 13 below.
2. Interest. Interest on this Debenture shall
accrue at the rate of interest of twelve percent (12%)
annually.
3. Payments. The Company shall make payments
on this Debenture when, in the sole and absolute
discretion of the Board of Directors of the Company,
the Company has sufficient funds to make such a payment
of interest or principal on this Debenture and can make
such a payment in accordance with law and all
applicable regulatory requirements; provided, however,
if and to the extent the Company has not previously
paid interest or principal on this Debenture, then (i)
prior to December 28, 2000 ("Maturity"), the Holder of
this Debenture shall have the right to convert unpaid
interest or principal at the times and in the manner
described in Section 5, and upon such conversion, that
portion of interest or principal so converted shall be
deemed paid in full and (ii) upon Maturity, the
Debenture shall be payable and convert to Company
Common pursuant to the provisions of Section 5(b).
Notwithstanding anything to the contrary herein,
Company shall give Holder ten (10) days prior written
notice of Company's intention to make any payment to
Holder on the Debenture.
4. Security. On October 31, 1995, Company
executed a Stock Pledge Agreement in favor of Holder
whereby Holder was granted a security interest in all
of Commpany's shares of First Commercial Bank common
and preferred stock to secure Company's obligations to
Holder under that certain $1,500,000 Debenture, dated
October 31, 1995. Company and Holder agree that the
terms of the Stock Pledge Agreeement are hereby
ratified, and affirmed and that the lien created
thereby shall also serve to secure the obligation of
Company under this Agreement.
30.
<PAGE> 16
5. Conversion Rights.
a. Right to Convert. At the sole option
and discretion of the Holder of this Debenture, unpaid
principal and accrued but unpaid interest may be
converted into common stock, par value $0.01 per share
("Company Common"), of the Company at the Conversion
Price set forth in Subsection (c) below. A Holder
desiring to convert shall follow the conversion
procedure set forth in Subsection (d). On the date
that the conversion is effective as provided in
Subsection (d) below, all or any portion of the unpaid
principal and interest which has then accrued but
remains unpaid, and which Holder elects to convert,
shall be converted into shares of Company Common.
b. Automatic Conversion. Notwithstanding
the provisions of Section 5(a) above and absent an
Event of Default, at Maturity, all unpaid principal and
accrued but unpaid interest shall be automatically
converted into Company Common at the Conversion Price
set forth in Subsection (c) below. Once the automatic
conversion has occurred, no further interest shall
accrue, and the Holder shall be deemed to be paid in
full.
c. Conversion Price. The price per share
of Company Common at which the convertible portion of
the interest or principal of this Debenture may be
converted (the "Conversion Price") shall be equal to
$0.10 per share.
d. Conversion Procedure. If Holder
desires to convert all or any portion of the unpaid
principal or accrued but unpaid interest of this
Debenture, then Holder shall deliver a written notice
to the Company stating that the Holder desires to
convert and specifying the amount of unpaid principal
and accrued by unpaid interest that Holder wishes to
convert. Promptly after receipt of such written
notice, the Company shall deliver to the Holder of this
Debenture any and all documents which the Company shall
require in order to permit the conversion, including,
without limitation, any and all documents necessary to
comply with applicable securities law exemptions or to
satisfy any and all requirements of applicable law and
regulations, including any requirements of any
regulatory bodies having jurisdiction over the Company.
Promptly after receipt from Holder by the Company of
such documents as the Company may require to permit
conversion, the Company shall send written notice to
the Holder and the Holder shall execute the written
notice that the portion of this Debenture that the
Holder requested be converted has in fact been
converted into common stock of the Company at the
Conversion Price and specifying the number of shares of
Company Common to which the Holder will be entitled as
a result of such conversion. The conversion shall be
deemed to have taken effect as of the date of such
written notice from the Holder to the Company, and,
promptly thereafter, the Company shall cause to be
delivered to the Holder from the Company or its
transfer agent, a certificate representing such shares
of Company Common, which shares shall bear a legend
substantially in the form of that set forth in
Section 7 of this Debenture (with such changes as are
necessary to reflect that the legend condition affects
the shares represented by that certificate in lieu of
the language pertaining to this Debenture). With
respect to an automatic conversion of the Debenture on
and as of December 28, 2000, such conversion shall
occur automatically as set forth herein, except that no
notice shall be required.
<PAGE> 17
6. Reservation. The Company shall, at all
times, reserve and keep available, out of its
authorized but unissued shares of Company Common,
solely for the purpose of effecting the conversion of
this Debenture, the full number of shares of Company
Common deliverable upon the conversion of all
Debentures from time to time outstanding. The Company
shall from time to time in accordance with Delaware
law, increase the authorized number of shares of
Company Common if at any time the authorized number of
such shares remaining unissued shall not be sufficient
to permit the conversion of all of the Debentures at
the time outstanding.
7. Covenants. So long as all or any portion
of the Debenture shall remain outstanding, the Company
shall not, without first obtaining the approval of the
Holder of the Debenture (or if all or a portion of the
Debenture has been assigned or transferred to a
permissible assignee or transferee under the terms of
this Debenture, then the approval of the Holders of a
majority of the principal amount of this Debenture),
repurchase any of its common stock or pay a dividend on
its common stock, or make any other distribution to its
shareholders or other debenture holders, except as
provided for in that certain Amended and Restated Stock
Purchase Agreement, dated August 7, 1995 by and among
Company, Holder, First Commercial Bank and James F.
Dierberg (the "Amended Agreement"), the proposed
Offering by the Company (as defined in the Amended
Agreement), and except as proposed to be presented to
the stockholders of the Company at the Special Meeting
(as defined in the Amended Agreement).
8. Restricted Nature of Debentures. This
Debenture has been issued pursuant to the Amended
Agreement. This Debenture is subject to the
restrictions contained in the Amended Agreement and no
interest in this Debenture may be sold or transferred
by the holder hereof without compliance with the
provisions of the Amended Agreement. The Holder of
this Debenture understands that the Company may
require, upon the conversion of this Debenture into
Company Common, that the Holder make certain
representations to the Company to comply with
applicable securities law exemptions. The Holder
understands that this Debenture and Company Common into
which this Debenture is convertible are "restricted
securities" under the Securities Act of 1933 and this
Debenture and the Company Common into which this
Debenture is convertible is and will be subject to the
following legend condition:
THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). THE DEBENTURE HAS BEEN ACQUIRED BY
THE HOLDER FOR INVESTMENT AND MAY NOT BE
PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF:
(1) AN EFFECTIVE REGISTRATION STATEMENT AS TO
THE SECURITIES UNDER THAT ACT; (2) AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED; OR (3) A
"NO ACTION" LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION TO THE EFFECT THAT THE
STAFF OF THE COMMISSION WILL NOT RECOMMEND
THAT ANY ACTION BE TAKEN UNDER THE ACT AGAINST
THE COMPANY IF SUCH PROPOSED SALE IS
CONSUMMATED WITHOUT REGISTRATION UNDER THE
ACT.
<PAGE> 18
The issuance of the Company Common may be delayed in
order for the Company to obtain any and all necessary
regulatory approvals and to comply with federal and
securities laws.
<PAGE> 19
9. Default. Each of the following shall
constitute an event of default ("Events of Default")
under this Debenture:
a. Default or breach by the Company in the
due observance or performance of any of the terms,
covenants or agreements set forth in this
Debenture if such default is not remedied by such
the Company or waived by Holder within 30 days
following the Company's receipt of notice thereof.
b. The Company (i) fails to pay, or admits in
writing such Borrower's inability to pay, such
Borrower's debts as they become due, or otherwise
becomes insolvent (however evidenced); (ii) makes
an assignment for the benefit of creditors;
(iii) files a petition in bankruptcy, is
adjudicated insolvent or bankrupt, petitions or
applies to any tribunal for any receiver or any
trustee of the Company or any substantial part of
the Company's property; (iv) commences any
proceeding relating to the Company under any
reorganization, arrangement, readjustment of debt,
dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect;
(v) if there is commenced against the Company any
such proceeding which remains undismissed for a
period of thirty (30) days, or the Company by any
act indicates its consent to, approval of, or
acquiescence in any such proceeding or the
appointment of any receiver of or any trustee for
such Borrower or of any substantial part of the
Company's property, or suffers any such
receivership or trusteeship to continue
undischarged for a period of 30 days or the
Company takes any partnership or corporate action
to authorize any of the foregoing; or (vi) is
placed in receivership by any federal or state
agency with regulatory authority over the Company.
c. The Company files a certificate of
dissolution under applicable state law or is
liquidated or dissolved or suspends or terminates
the operation of its business, or has commenced
against it any action or proceeding for its
liquidation or dissolution or the winding up of
its business, or takes any corporate action in
furtherance thereof.
10. Rights and Remedies in the Event of
Default. Upon any Event of Default, and at any time
thereafter, Holder may, at its option, do any one or
more of the following: (a) Declare this Debenture to be
immediately due and payable in cash; (b) exercise any
or all of the rights accruing to a secured party, upon
default by a debtor, under the Uniform Commercial Code
as in effect from time to time in the State of Missouri
and any other applicable law; or (c) exercise any other
rights or remedies available to holder under this
Debenture, the Amended Agreement, the Stock Pledge
Agreement or any other agreement entered into pursuant
to the terms of the Amended Agreement or otherwise
available to Holder at law or in equity.
11. Modification. The terms of this Debenture
may be amended or modified by the Company with the
written consent of the Holder. If the Holder transfers
<PAGE> 20
or assigns all or a portion of this Debenture to a
permitted assignee or transferee, then the Holders, by
vote of Holders holding a majority of the principal
amount of this Debenture, may authorize any amendment,
modification, or waiver of compliance by the Company of
the provisions or defaults under this Debenture. Any
such consent or waiver by the Holder (or majority in
interest of subsequent Holders) of the Debenture shall
be conclusive and binding upon the Holder (and all
other Holders) and upon all future holders of this
Debenture.
12. Governing Law and Attorneys' Fees. This
Debenture and the rights and obligations of the parties
hereunder are to be governed by and construed and
interpreted in accordance with the laws of the State of
Missouri applicable to contracts made and to be
performed wholly within Missouri, without regard to
choice or conflict of laws rules. If either party
incurs legal expenses in any action arising out of this
Debenture, then the prevailing party in such action
shall be entitled to recover from the nonprevailing
party all reasonably attorneys' fees, expert witness
fees, and other costs, in addition to any other relief
to which such party may be entitled. This Debenture
and the agreements referred to herein, including but
not limited to the Amended Agreement, constitute the
entire agreement among the parties pertaining the
subject matter hereof and fully supersede any and all
prior agreements between the parties hereto respecting
the subject matter hereof.
13. Notices. Any notice required to be given
to the Holder of this Debenture shall be deemed given
if it is set forth in writing addressed to the Holder
at the Holder's address appearing on the books of the
Company. Notices to the Company shall be in writing
and sent to the President, or any Executive Vice
President of the Company in care of the then present
principal place of business of the Company. Such
notices shall be deemed effectively delivered:
(a) three business days after deposit in the United
States mail, postage prepaid; (b) when actually
received if delivered by personal delivery; or (c) as
of two business days after delivery to Federal Express
or some other third-party who will guarantee delivery
by overnight courier addressed to the address of such
party as provided in this section.
14. Usury Law Provision. All payments due
hereunder are hereby expressly limited so that in no
contingency or event whatsoever shall the amount paid
or agreed to be paid to the Holder of this Debenture
for the use, forbearance, or detention of the money
exceed the highest lawful rate permissible. If, from
any circumstance, whatsoever, fulfillment of any of the
provisions of this Debenture, or any other agreement
referred to herein, as of the time performance of such
provision shall be due, shall involve a payment that
exceeds the lawful amount permissible under law which a
court of competent jurisdiction may deem applicable,
then the obligations to be fulfilled shall be reduced
to the limit of such validity, and if from any
circumstance the Holder of this Debenture shall ever
receive as interest an amount which would exceed the
highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of
unpaid principal balance due hereunder, and not to the
payment of interest, or, if such excessive interest
exceeds the unpaid principal balance due hereunder, the
excess shall be refunded to the undersigned.
<PAGE> 21
15. Non-Transferable. Except with the consent
of the Company (which consent shall not be unreasonably
withheld) or to an entity controlled by or under common
control with Holder, this Debenture is not transferable
by the Holder hereof.
FIRST COMMERCIAL BANCORP, INC.
By: /s/ Manuel Perry, Jr.
Manuel Perry, Jr.
Chairman of the Board
By: /s/ Dagmar Hotel
Dagmar Hotel
<PAGE> 22
EXHIBIT 4D
STANDBY AGREEMENT
THIS STANDBY AGREEMENT (the "Agreement") is made
and entered into as of December 28, 1995, by and
between FIRST COMMERCIAL BANCORP, INC., a Delaware
corporation (the "Company"), FIRST COMMERCIAL BANK, a
California licensed banking corporation, and FIRST
BANKS, INC., a Missouri corporation ("First Banks").
W I T N E S S E T H
WHEREAS, the parties to this Agreement entered into
an Amended and Restated Stock Purchase Agreement dated
August 7, 1995 (the "Stock Purchase Agreement"),
pursuant to which First Banks was given the option
under certain circumstances to make additional
investments in the Company or the Bank for the purpose
of increasing the capital levels of the Bank;
WHEREAS, the Bank is not in compliance with the
requirements of the Cease and Desist Order entered into
with the Federal Deposit Insurance Corporation (the
"FDIC Order") or the Second Amended Final Order of the
California State Banking Department under California
Financial Code Section 1913 (the "State Order");
WHEREAS, the Bank anticipates that it will not
meet, on or before December 31, 1995, the 7.0% tangible
capital requirement of the State Order;
WHEREAS, First Banks has agreed to make a capital
infusion to the Company on or before December 31, 1995
in the amount of $1,500,000 and at least $1,250,000 of
such proceeds will be contributed by the Company to the
Bank to increase the Bank's tangible capital ratio;
WHEREAS, the book value of the Company Common Stock
was $0.09 on December 8, 1995;
WHEREAS, the Stock Purchase Agreement provides that
First Banks shall have the option to make a capital
contribution to the Company sufficient to raise the
Bank's Tier I capital level to 7.0% as of December 31,
1995, as required by the State Order, which additional
capital contribution shall be made by the purchase of
shares of Company Common Stock (if the Offering is not
proceeding), the proceeds of which will be contributed
by the Company to the Bank;
WHEREAS, First Banks has agreed to purchase, at the
conclusion of the Offering, such number of shares of
Company Common Stock as may be necessary to provide
sufficient funds to the Bank to raise the Bank's Tier I
capital ratio to 7%;
WHEREAS, the Company and First Banks have agreed to
a limitation on the Oversubscription Privilege to be
provided to the Company's stockholders in the Offering,
as described in the Company's Registration Statement;
WHEREAS, the parties hereto, with the concurrence
of Mr. James F. Dierberg, a signatory to the Stock
Purchase Agreement, wish to amend and supersede by this
<PAGE> 23
Agreement any contradictory provisions of the Stock
Purchase Agreement with respect to the additional
capital contributions of First Banks to the Company or
the Bank and the structure of the Oversubscription
Privilege contemplated hereby; and
WHEREAS, unless otherwise defined herein, the
capitalized terms used in this Agreement shall have
those meanings assigned to them in the Stock Purchase
Agreement:
NOW, THEREFORE, for and in consideration of the
promises contained in this Agreement, and other good
and valuable consideration, the receipt and sufficiency
of all of which is hereby acknowledged, the parties
hereto agree as follows:
1. On or before December 31, 1995, First Banks
shall purchase from the Company, and the Company shall
issue to First Banks, 15,000,000 shares of Company
Common Stock (the "Shares"), at a purchase price of
$0.10 per Share, subject to receipt of any necessary
regulatory approvals. The certificate(s) representing
the Shares shall contain such legends deemed necessary
by counsel to the Company, including any legends with
respect to the affiliate status, if any, of First Banks
and the issuance of the Shares in a private offering.
The Company shall immediately contribute to the Bank at
least $1,250,000 of the proceeds of the sale of the
Shares.
2. In addition to the agreements with respect
to the terms of the Offering set forth in Section
1(b)(ii) of the Stock Purchase Agreement, the Company
and First Banks hereby agree that the Company shall
include in a pre-effective amendment to the
Registration Statement to be filed with the Commission,
a limitation on the Oversubscription Privilege such
that after full exercise of the Basic Subscription
Privilege (as defined in the Registration Statement),
each stockholder will be entitled, subject to the
availability of shares of Common Stock not subscribed
for under the Basic Subscription privilege and to the
restrictions and limitations set forth in the
Registration Statement, to oversubscribe for up to the
higher of (i) 1,000,000 additional shares or (ii) an
additional 10.695 shares for each share of Common Stock
held on the Rights Record Date (as defined in the
Registration Statement) (the "Oversubscription
Privilege");
3. At the request of First Banks, and in
amendment of Section 1(b)(ii)(A) of the Stock Purchase
Agreement, the Company shall not register in the
Registration Statement any of the shares (including the
Shares) sold and issued to First Banks pursuant to the
Stock Purchase Agreement.
4. Subsection 1(b)(iii) of the Stock Purchase
Agreement is hereby deleted in its entirety and shall
have no further force or effect.
5. First Banks hereby commits to act as a
"Standby Purchaser" in the Offering, such that First
Banks agrees to purchase from the Company, at a
purchase price of $0.10 per share, at the conclusion of
the applicable stockholder and public subscription
period(s)(as determined by the Company's Board of
Directors pursuant to the terms of the Registration
Statement), such number of shares of Company Common
Stock as may be required to raise the Bank's Tier I
capital ratio to 7.0%. First Banks agrees to be
described in the Registration Statement as a Standby
Purchaser in the Offering and to seek the required
Approvals to act in said capacity, if any.
<PAGE> 24
6. This Agreement shall terminate: (a) upon
the termination of the Stock Purchase Agreement or
(b) in the event that any Approvals required to
consummate the transactions contemplated hereby are not
obtained on or prior to the date of the performance of
any act required hereby, unless extended by the mutual
consent of the parties hereto.
7. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
Delaware in effect at the time of the execution hereof.
8. This Agreement may be executed in any
number of counterparts, each of which counterparts when
so executed and delivered shall be deemed to be an
original, but all such respective counterparts shall
together constitute but one and the same instrument.
9. Any notices required to be given pursuant
to this Agreement shall be given in accordance with
Section 13 of the Stock Purchase Agreement.
10. Except as set forth herein and in that
certain Additional Investment Agreement entered into by
and among the parties hereto on October 31, 1995, all
other provisions and terms of the Stock Purchase
Agreement remain unchanged and in full force and
effect. This Agreement shall not operate as an
amendment or waiver of, or estoppel with respect to,
any other obligation, covenant, agreement or condition
contained in the Stock Purchase Agreement.
11. This Agreement, together with the Stock
Purchase Agreement, and together with the Letters of
Representation and Approvals to be received pursuant
hereto, constitute the entire agreement of the parties
with respect to the subject matter hereof.
IN WITNESS WHEREOF, and intending to be legally
bound thereby, each of First Banks, Inc., First
Commercial Bank and First Commercial Bancorp, Inc. has
signed or caused to be signed its name, all as of the
day and year first above written, and James F.
Dierberg has consented to the terms of this Agreement
by execution hereof.
FIRST COMMERCIAL BANCORP, INC.
By: /s/ Manuel Perry, Jr.
Name: Manuel Perry, Jr.
Title: Chairman of the Board of
Directors
FIRST COMMERCIAL BANK
By: /s/ James E. Culleton
Name: James E. Culleton
Title: President
<PAGE> 25
DIERBERG
/s/ James F. Dierberg
James F. Dierberg, an individual
FIRST BANKS, INC.
By: /s/ Allen H. Blake
Name: Allen H. Blake
Title: Senior Vice President
