<PAGE> 1
As Filed With the Securities and Exchange Commission on May 17, 1995
Registration No. 33-50579
- - ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------
AMENDMENT NO. 1
(Post Effective Amendment No. 1)
ON FORM S-8
TO FORM S-4
Registration Statement
Under
The Securities Act of 1933
----------------------
MERCANTILE BANCORPORATION INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-0951744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) P.O. Box 524 Identification No.)
St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices)
METRO BANCORPORATION
INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
------------------------
W. RANDOLPH ADAMS
Senior Executive Vice President and Chief Financial Officer
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
(Name and address of agent for service)
Telephone: (314) 425-2525
--------------------------
Copy to:
JON W. BILSTROM, ESQ. ROBERT M. LAROSE, ESQ.
General Counsel and Secretary Thompson & Mitchell
Mercantile Bancorporation Inc. One Mercantile Center
P.O. Box 524 St. Louis, Missouri 63101
St. Louis, Missouri 63166-0524 (314) 231-7676
(314) 425-2525
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==================================================================================================================
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum offering aggregate offering registration fee
price per unit price
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par 40,873 N/A N/A <F2>
value <F1> shares<F2>
==================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> On April 11, 1994, the registrant effected a three-for-
two stock split distributed in the form of a dividend.
The registrant previously paid $10,162 with the original
filing on October 13, 1993 to register 1,119,579 shares
of Mercantile Bancorporation Inc. Common Stock (including
the shares to be registered on this Form S-8). The
40,873 shares to be registered hereby represent 27,249
shares out of the 1,119,579 shares which were registered
prior to the stock split and which may be issued pursuant
to the Metro Bancorporation Incentive Stock Option Plan.
</TABLE>
--------------------------
This amendment shall become effective in accordance with the
provisions of Rule 464 promulgated under the Securities Act of 1933.
<PAGE> 2
The undersigned registrant hereby files this
post-effective amendment (the "Registration Statement") to register
on Form S-8 40,873 shares of Mercantile Bancorporation Inc.
(hereinafter the "Company" or the "Registrant") Common Stock, $5.00
par value, and attached Preferred Share Purchase Rights of the
Company, previously registered on Form S-4 (File No. 33-50579) for
issuance pursuant to options granted under the Metro Bancorporation
Incentive Stock Option Plan (the "Plan"), pursuant to the terms and
conditions of the Agreement and Plan of Merger dated as of July 29,
1993 by and among the Company, Mercantile Acquisition Corporation
IV and Metro Bancorporation (such merger was consummated on
January 3, 1994).
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Company with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934 are incorporated herein by reference:
(a) The Company's Report on Form 10-K for the year
ended December 31, 1994.
(b) MBI's Report on Form 10-Q for the quarter ended
March 31, 1995.
(c) MBI's Current Report on Form 8-K dated May 12,
1995.
(d) The description of the Company's Common Stock set
forth in Item 1 of the Company's Registration
Statement on Form 8-A, dated March 5, 1993, and any
amendment or report filed for the purpose of
updating such description.
(e) The description of the Company's Preferred Share
Purchase Rights set forth in Item 1 of the
Company's Registration Statement on Form 8-A, dated
March 5, 1993, and any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and made a part hereof from
the date any such document is filed. The information relating to
the Company contained in this Registration Statement does not
purport to be complete and should be read together with the
information in the documents incorporated by reference herein. Any
statement contained herein or in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes
hereof to the extent that a subsequent statement contained herein
or in any other subsequently filed document incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part hereof.
Where any documents or part thereof is incorporated by
reference in the Registration Statement, the Company will provide
without charge to each person to whom a Prospectus with respect to
the Plan is delivered, upon written or oral request of such person,
a copy of any and all of the information incorporated by reference
in the Registration Statement, excluding exhibits unless such
exhibits are specifically incorporated by reference.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 351.355(1) and (2) of The General and Business
Corporation Law of the State of Missouri provide that a corporation
may indemnify any person who was or is a party or is threatened to
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<PAGE> 3
be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful, except
that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against
judgments and fines and no person shall be indemnified as to any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the
extent that the court in which the action or suit was brought
determines upon application that such person is fairly and
reasonably entitled to indemnity for proper expenses. Section
351.355(3) provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful in the
defense of any such action, suit or proceeding or any claim, issue
or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in
connection with such action, suit or proceeding. Section
351.355(7) provides that a corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or
(2), provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto or
by a shareholder-approved bylaw or agreement, and provided further
that no person shall thereby be indemnified against conduct which
was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct or which involved an
accounting for profits pursuant to Section 16(b) of the Securities
Exchange Act of 1934.
Article 12 of the Restated Articles of Incorporation of the
Registrant provides that the Registrant shall extend to its
directors and executive officers the indemnification specified in
subsections (1) and (2) and the additional indemnification
authorized in subsection (7) and that it may extend to other
officers, employees and agents such indemnification and additional
indemnification.
Pursuant to directors' and officers' liability insurance
policies, with total annual limits of $30,000,000, the Registrant's
directors and officers are insured, subject to the limits,
retention, exceptions and other terms and conditions of such
policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or
breach of duty by the directors or officers of the Registrant,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers of the
Registrant.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to such provisions, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in such Act and is therefore unenforceable.
Item 8. Exhibits.
--------
See Exhibit Index located at page 8 hereof.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
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<PAGE> 4
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
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<PAGE> 5
SIGNATURES
----------
The Registrant. 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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on the 15th day of May, 1995.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
MERCANTILE BANCORPORATION INC.
By /s/ Thomas H. Jacobsen
----------------------------------------
Thomas H. Jacobsen
Chairman of the Board,
President and Chief Executive Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. Jacobsen Chairman of the Board, May 15, 1995
- - ------------------------------ President, Chief Executive
Thomas H. Jacobsen Officer and Director
Principal Executive Officer
/s/ W. Randolph Adams Senior Executive Vice President May 15, 1995
- - ------------------------------ and Chief Financial Officer
W. Randolph Adams
Principal Financial Officer
/s/ Michael T. Normile Senior Vice President - Finance May 15, 1995
- - ------------------------------ and Control
Michael T. Normile
Principal Accounting Officer
<F*> Director May 15, 1995
- - ------------------------------
Richard P. Conerly
<F*> Director May 15, 1995
- - ------------------------------
Harry M. Cornell, Jr.
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<PAGE> 6
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*> Director May 15, 1995
- - ------------------------------
Earl K. Dille
<F*> Director May 15, 1995
- - ------------------------------
J. Cliff Eason
<F*> Director May 15, 1995
- - ------------------------------
Bernard A. Edison
<F*> Director May 15, 1995
- - ------------------------------
William A. Hall
<F*> Director May 15, 1995
- - ------------------------------
Thomas A. Hays
<F*> Director May 15, 1995
- - ------------------------------
William G. Heckman
Director May ---, 1995
- - ------------------------------
Frank Lyon, Jr.
Director May ---, 1995
- - ------------------------------
Charles H. Price II
<F*> Director May 15, 1995
- - ------------------------------
Harvey Saligman
<F*> Director May 15, 1995
- - ------------------------------
Craig D. Schnuck
<F*> Director May 15, 1995
- - ------------------------------
Robert L. Stark
<F*> Director May 15, 1995
- - ------------------------------
Patrick T. Stokes
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<PAGE> 7
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*> Director May 15, 1995
- - ------------------------------
Francis A. Stroble
<F*> Director May 15, 1995
- - ------------------------------
John A. Wright
<FN>
<F*>By /s/ Thomas H. Jacobsen
-----------------------------------------
Thomas H. Jacobsen
</TABLE>
Thomas H. Jacobsen, by signing his name hereto, does sign this
document on behalf of the persons named above, pursuant to a power
of attorney duly executed by such persons and previously filed.
- 7 -
<PAGE> 8
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
- - ----------- ----
<C> <S> <C>
4.1 Form of Indenture Regarding Subordinated Securities
between the Company and The First National Bank of
Chicago, Trustee, filed as Exhibit 4.1 to the Company's
Report on Form 8-K dated September 24, 1992, is
incorporated herein by reference.<F*>
4.2 Rights Agreement dated as of May 23, 1988 between the
Company and Mercantile Bank, as Rights Agent (including
as exhibits thereto the form of Certificate of
Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock and the form of Right
Certificate), filed as Exhibits 1 and 2 to the Company's
Registration Statement No. 0-6045 on Form 8-A, dated May
24, 1988, is incorporated herein by reference.<F*>
4.3 Certificate of Designation, Preferences, and Relative
Rights, Qualifications, Limitations and Restrictions of
the Series B-1 Preferred Stock of the Company, filed as
Exhibit 4-1 to the Company's Report on Form 10-Q for the
quarter ended March 31, 1995 (File No. 1-11792), is
incorporated herein by reference.<F*>
4.4 Certificate of Designation, Preferences, and Relative
Rights, Qualifications, Limitations and Restrictions of
the Series B-2 Preferred Stock of the Company, filed as
Exhibit 4-2 to the Company's Report on Form 10-Q for the
quarter ended March 31, 1995 (File No. 1-11792), is
incorporated herein by reference.<F*>
5.1 Opinion of Thompson & Mitchell as to the legality of the
securities being registered.<F**>
23.1 Consent of KPMG Peat Marwick LLP with regard to use of
its report on the Company's financial statements.<F**>
23.2 Consent of Thompson & Mitchell (included in Exhibit 5.1).
24.1 Power of Attorney.<F*>
99.1 Metro Bancorporation Incentive Stock Option Plan.<F**>
- - --------------
<FN>
<F*> Previously filed
<F**> Filed herewith
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
[Thompson & Mitchell Letterhead]
May 17, 1995
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Amendment No. 1 on Form S-8 to Form S-4 -- 40,873 Shares of
Mercantile Bancorporation Inc. Common Stock, $5.00 Par Value
------------------------------------------------------------
Gentlemen:
We refer you to the post-effective amendment on Form S-8
to Form S-4 (File No. 33-50579) filed by Mercantile Bancorporation
Inc. (the "Company") on May 17, 1995 (the "Registration Statement")
with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, pertaining to the proposed
issuance by the Company of up to 40,873 shares of the Company's
common stock, $5.00 par value (the "Shares"), pursuant to the Metro
Bancorporation Incentive Stock Option Plan (the "Plan"), all as
provided in the Registration Statement. In rendering the opinions
set forth herein, we have examined such corporate records of the
Company, such laws and such other information as we have deemed
relevant, including the Company's Restated Articles of
Incorporation and Bylaws, as amended and currently in effect, the
resolutions adopted by the Executive Committee of the Company's
Board of Directors relating to the Plan, certificates received from
state officials and statements we have received from officers and
representatives of the Company. In delivering this opinion, the
undersigned assumed the genuineness of all signatures; the
authenticity of all documents submitted to us as originals; the
conformity to the originals of all documents submitted to us as
certified, photostatic or conformed copies; the authenticity of the
originals of all such latter documents; and the correctness of
statements submitted to us by officers and representatives of the
Company.
Based only on the foregoing, the undersigned is of the
opinion that:
1. The Company has been duly incorporated and is
validly existing under the laws of the State of Missouri; and
2. The Shares to be issued by the Company pursuant to
the Registration Statement have been duly authorized by the Company
and, when issued by the Company in accordance with the Plan, will
be duly and validly issued and will be fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/S/ THOMPSON & MITCHELL
<PAGE> 1
EXHIBIT 23.1
Independent Auditor's Consent
-----------------------------
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the use of our report incorporated herein by
reference in the Form S-8 registration statement No. 33-50579.
/S/ KPMG PEAT MARWICK LLP
St. Louis, Missouri
May 17, 1995
<PAGE> 1
EXHIBIT 99.1
METRO BANCORPORATION
INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
This Incentive Stock Option Plan (hereinafter called the
"Plan") for Metro Bancorporation (hereinafter called the
"Company") is intended to advance the interests of the Company
by providing key employees of the Company who have substantial
responsibility for the direction and management of the Company
with additional incentive for them to promote the success of
the business, to increase their proprietary interest in the
success of the Company, and to encourage them to remain in its
employ. The above aims will be effectuated through the
granting of certain stock options. It is intended that
options issued under the Plan and designated by the Board of
Directors of the Company under Section 3(b) will qualify as
Incentive Stock Options (hereinafter called "ISOs") under
Section 422A of the Internal Revenue Code as enacted by the
Economic Recovery Tax Act of 1981 and the terms of the Plan
shall be interpreted in accordance with this intention.
2. ADMINISTRATION OF THE PLAN
The Board of Directors of the Company, or those individuals
designated by the Board of Directors, shall administer and
operate the Plan. Subject to the provisions of the Plan, the
Board shall have plenary authority, in its discretion: (a) to
determine the employees of the Company and its subsidiaries
(from among the class of employees eligible under Section 3 to
receive options under the Plan) to whom options shall be
granted; (b) to determine the time or times at which options
shall be granted; (c) to determine the option price of the
shares subject to each option, which price shall not be less
than the minimum specified in Section 5; (d) to determine
(subject to Section 7) the time or times when each option
shall become exercisable and the duration of the exercise
period; and (e) to interpret the Plan and to prescribe, amend,
and rescind rules and
<PAGE> 2
regulations relating to it.
3. ELIGIBILITY AND LIMITATIONS ON OPTIONS GRANTED UNDER THE PLAN
(a) Options will be granted only to persons who are key
employees of the Company or a subsidiary corporation of
the Company. The term "key employees" shall be limited
to officers of the Company or a subsidiary corporation of
the Company. The term "Subsidiary Corporation" shall,
for the purposes of this Plan be defined in the same
manner as such term is defined in Section 425(f) of the
Internal Revenue Code.
(b) At the time of the grant of each option under this Plan,
the Board of Directors shall determine whether such
option is to be designated as an ISO. No option granted
to any employee, who at the time of such grant, owns
stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the
Company or any of its subsidiaries, may be designated as
an ISO, unless at the time of such grant, the option
price is fixed at not less than 110 percent of the fair
market value of the stock subject to the option, and
exercise of such option is prohibited by its terms after
the expiration of five (5) years from the date such
option is granted.
(c) The aggregate fair market value (determined at time of
grant) of stock for which any employee may be granted
options designated as ISOs first exercisable in any
calendar year (under this or any other stock option plan
established by the Company or a subsidiary Corporation of
the Company) shall not exceed $100,000.
4. SHARES OF STOCK SUBJECT TO THE PLAN
There will be reserved for use upon the exercise of options to
be granted from time to time under the Plan (subject to the
provisions of Section 12) an aggregate of 40,000 shares of the
Common
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<PAGE> 3
Stock of the par value of $5.00 per share (hereinafter called
the "Common Stock") of the Company, which shares may be in
whole or in part, as the Board of Directors of the Company
(hereinafter called the "Board") shall from time to time
determine, authorized but unissued shares of the Common Stock
or issued shares of the Common Stock which shall have been
reacquired by the Company. Any shares subject to an option
under the Plan, which option for any reason expires or is
terminated unexercised as to such shares, may again be
subjected to an option under the Plan.
5. OPTION PRICE
The purchase price under each option issued shall be
determined by the Board at the time the option is granted, but
in no event shall such purchase price be less than 100 percent
of the fair market value of the Company's Common Stock on the
date of grant.
The term "fair market value" shall be defined as the last
reported sale price (if any) of the Common Stock on an
exchange selected by the Board and subject to regulation under
the Securities Exchange Act of 1934 on the date of the grant
of an option or the quoted closing bid on said exchange if
there be no sales on such date, provided, however, that if the
Common Stock is not listed for trading on any such exchange,
the fair market value shall be the mean between the lowest bid
price and the highest asking price in any market in Waterloo,
Iowa, on such date including a market created by the Company,
in the event there are no other markets for the Common Stock.
In no case shall such price be less than the price last
determined under the Company's 401(K) plan (if any).
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<PAGE> 4
6. DILUTION OR OTHER AGREEMENT
In the event that additional shares of Common Stock are issued
pursuant to a stock split or a stock dividend, the number of
shares of Common Stock then covered by each outstanding option
granted hereunder shall be increased proportionately with no
increase in the total purchase price of the shares then so
covered, and the number of shares of Common Stock reserved for
the purpose of the Plan shall be increased by the same
proportion. In the event that the shares of Common Stock of
the Company from time to time issued and outstanding are
reduced by a combination of shares, the number of shares of
Common Stock then covered by each outstanding option granted
hereunder shall be reduced proportionately with no reduction
in the total price of the shares then so covered, and the
number of shares of Common Stock reserved for the purposes of
the Plan shall be reduced by the same proportion. In the
event that the Company should transfer assets to another
corporation and distribute the stock of such other corporation
without the surrender of Common Stock of the Company, and if
such distribution is not taxable as a dividend and no gain or
loss is recognized by reason of Section 355 of the Internal
Revenue Code of 1954, or some similar section, then the total
purchase price of the shares covered by each outstanding
option shall be reduced by an amount which bears the same
ratio to the total purchase price then in effect as the market
value of the stock distributed in respect of a share of the
Common Stock of the Company, immediately following the
distribution, bears to the aggregate of the market value at
such time of a share of the Common Stock of the Company and
the stock distributed in respect thereof. All such
adjustments shall be made by the Board, whose determination
upon the same shall be final and binding upon the optionees.
No fractional shares shall be issued, and any fractional
shares resulting from the computations pursuant to this
Section 6 shall be eliminated from the respective option. No
adjustment shall be made for cash dividends or the issuance to
stockholders of rights to subscribe for additional Common
Stock or other
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<PAGE> 5
securities.
7. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE
(a) All options issued under the Plan shall be for such
period as the Board shall determine, but for not more
than five (5) years from the date of grant thereof.
(b) The period of the option, once it is granted, may be
reduced only as provided for in Section 9 in connection
with the termination of employment or death.
(c) Each option granted under this Plan shall become
exercisable immediately following the date the option, is
granted. Any option designated as an ISO shall be
exercisable in full, or as to any part thereof, by the
optionee's execution and signing of an Option Agreement
or other document in a form approved by the Board, at any
time after the date such option is granted, but only if
the optionee chooses to exercise such option and to pay
for such option in the manner set forth in Section 7(d)
hereof (i.e., in cash or certified bank check or shares
of the Company's Common Stock, or any combination of the
foregoing in an amount equal to the full option price of
the shares being purchased). No option may be exercised
unless the optionee is at the time of such exercise in
the employ of the Company or of a subsidiary corporation
of the Company and shall have been continuously so
employed since the grant of his option. Absence or leave
approved by the management of the Company shall not be
considered an interruption of employment for any purpose
under the Plan.
(d) The exercise of any option shall also be contingent upon
receipt by the Company of cash or certified bank check to
its order, shares of the Company's Common Stock, or any
combination of the foregoing in an amount equal to the
full option price of the shares
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<PAGE> 6
being purchased. For purposes of this paragraph, shares of
the Company's Common Stock that are delivered in payment of
the option price shall be valued at their fair market value
determined under the method set forth in Section 5 of this
Plan applied as of the date of the exercise of the option.
(e) No optionee or his legal representative, legatees, or
distributees, as the case may be, will be, or will be
deemed to be, a holder of any share subject to an option
unless and until certificates for such shares are issued
to him or them under the terms of the Plan, and no such
certificates shall be issued after termination of an
optionee's employment under the provisions of Paragraph
9 of this Plan. No adjustment shall be made for
dividends or other rights for which the record date is
prior to the date such stock certificate is issued.
(f) In no event may an option be exercised after the
expiration of its term.
(g) Exercise of an option in any manner shall result in a
decrease in the number of shares of Common Stock which
thereafter may be available under the Plan by the number
of shares as to which the option is exercised.
8. NON-ASSIGNABILITY
Each option granted under this Plan shall be non-transferable
and shall be exercisable only by the employee to whom the
option is granted. No option granted under the Plan or any of
the rights and privileges thereby conferred shall be transferred,
assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise), and no such option, right, or
privilege shall be subject to execution, attachment, or similar
process. Upon any attempt so to transfer, assign, pledge,
hypothecate, or otherwise dispose of the option, or of any right
or privilege conferred thereby, contrary to the provisions
hereof, or upon the levy of any attachment or similar process
upon such option, right or privilege, the option and such rights
and privileges shall immediately
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<PAGE> 7
become null and void.
9. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY
In the event of the termination of employment of an optionee
for any reason (including death, disability or retirement),
any option or options granted to him under the Plan to the
extent not theretofore exercised shall be deemed cancelled and
terminated. The transfer of an optionee from the employ of
the Company to a subsidiary corporation of the company or vice
versa, or from one subsidiary corporation of the Company to
another, shall not be deemed to constitute a termination of
employment for purposes of this Plan.
10. LISTING AND REGISTRATION OF SHARES
Each option shall be subject to the requirement that if at any
time the Board shall determine, in its discretion, that the
listing, registration, or qualification of the shares covered
thereby upon any securities exchange or under any state or
federal law or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of,
or in connection with, the granting of such option or the
issue or purchase of shares thereunder, such option may not be
exercised in whole or in part unless and until such listing,
registration, qualification, consent, or approval shall have
been effected or obtained free of any conditions not
acceptable to the Board.
11. EXPIRATION AND TERMINATION OF THE PLAN
Options may be granted under the Plan at any time or from time
to time as long as the total number of shares optioned or
purchased under this Plan does not exceed 40,000 shares of
Common Stock. The Plan may be abandoned or terminated at any
time by the Board of
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<PAGE> 8
Directors of the Company except with
respect to any options then outstanding under the Plan. No
option shall be granted pursuant to the Plan after ten (10)
years from the effective date of the Plan.
12. AMENDMENT OF PLAN
The Board of Directors may at any time and from time to time
modify and amend the Plan (including such form of option
agreement) in any respect; provided, however, that no such
amendment shall: (a) increase (except in accordance with
Section 6) the maximum number of shares for which options may
be granted under the Plan either in the aggregate or to any
individual employee; or (b) reduce (except in accordance with
Section 6) the minimum option' prices which may be established
under the Plan; or (c) extend the period or periods during
which options may be granted or exercised; or (d) change the
provisions relating to the determination of employees to whom
options shall be granted and the number of shares to be
covered by such options; or (e) change the provisions relating
to adjustments to be made upon changes in capitalization. The
termination or any modification or amendment of the Plan shall
not, without the consent of an employee, affect his rights
under an option theretofore granted to him.
13. APPLICABILITY OF PLAN TO OUTSTANDING STOCK OPTIONS
This Plan shall not affect the terms and conditions of any
non-qualified stock options heretofore granted to any employee
of the Company or a subsidiary corporation of the Company
under any other plan relating to non-qualified stock options;
nor shall it affect any of the rights of any employee to whom
such a non-qualified stock option was granted.
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<PAGE> 9
14. EFFECTIVE DATE OF PLAN
This Plan shall become effective on the later of the date of
its adoption by the Board of Directors of the Company or its
approval by the vote of the holders of a majority of the
outstanding shares of the Company's Common Stock. This Plan
shall not become effective unless such shareholder approval
shall be obtained within twelve (12) months before or after
the adoption of the Plan by the Board of Directors.
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<PAGE> 10
AMENDMENT TO METRO BANCORPORATION
INCENTIVE STOCK OPTION PLAN
This Amendment to Metro Bancorporation Incentive Stock Option
Plan (the "Plan") is made effective the 12th day of November, 1992,
pursuant to a resolution of the Board of Directors of the Company.
The Plan is amended as follows:
1. Section 7(c) of the Plan is amended by inserting the
following at the end of the first sentence of such section:
, except as otherwise provided by agreement between the
Company and the optionee.
2. Section 7(c) of the Plan is amended by inserting the
following at the end of the third sentence of such section:
, except as otherwise provided for in Section 9 in
connection with the termination of employment or death.
3. Section 9 of the Plan is amended by inserting the
following at the end of the first sentence of such section:
as of the later of- (a) the date which is 30 days after
the date of such termination; or (b) the date which is 30
days after the Effective Time of the Merger, as such
capitalized terms are defined in the Plan of Merger dated
as of November i D-) 1992, by and between Firstar
Corporation of Iowa and the Company, and joined in by
Firstar Corporation, provided that (b) shall have no
force or effect if the Merger has been abandoned pursuant
to the terms of the Plan of Merger, the terms of the
Agreement and Plan of Reorganization, among said parties,
or otherwise.
4. All other provisions of the Plan remain unchanged.
IN WITNESS WHEREOF, the Company has caused its President to
execute this Amendment this 12 day of November, 1992.
METRO BANCORPORATION
By------------------------------------------
Its---------------------------------------
