MERCANTILE BANCORPORATION INC, S-8 POS, 1995-05-17

MERCANTILE BANCORPORATION INC
S-8 POS, 1995-05-17
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
As Filed With the Securities and Exchange Commission on May 17, 1995

Registration No. 33-55439
- - -------------------------------------------------------------------------------
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) Identification No.)
P.O. Box 524
St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices)

UNSL FINANCIAL CORP. 1984 STOCK OPTION PLAN, AS AMENDED
and
UNSL FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plans)
---------------------
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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
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 152,686 N/A N/A <F2>
value<F1> shares
===============================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right
per share.
<F2> The registrant previously paid $21,110.54 with the
original filing on September 12, 1994 to register
1,731,142 shares of Mercantile Bancorporation Inc.
Common Stock, including the 152,686 shares which may
be issued pursuant to the UNSL Financial Corp. 1984
Stock Option Plan, as amended, and the UNSL
Financial Corp. 1992 Stock Option and Incentive
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-8 152,686 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. 33-55439) for
issuance pursuant to options granted under the UNSL Financial Corp.
1984 Stock Option Plan, as amended (the "1984 Plan"), and the UNSL
Financial Corp. 1992 Stock Option and Incentive Plan (the "1992
Plan") (the 1984 Plan and the 1992 Plan are collectively referred
to herein as the "Plans"), pursuant to the terms and conditions of
the Agreement and Plan of Merger dated July 12, 1994 by and among
the Company, Ameribanc, Inc. and UNSL Financial Corp. (such merger
was consummated on January 3, 1995). Of the 152,686 shares
registered by this Registration Statement, 32,868 and 119,818
shares are hereby registered for issuance pursuant to options
granted under the 1984 Plan and the 1992 Plan, respectively.

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.

(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
either of the Plans 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.

-2-
<PAGE> 3

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
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.

-3-
<PAGE> 4

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 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.

-4-
<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

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.

<TABLE>
<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.

-5-
<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.

<F*> Director May 15, 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

<F*> Director May 15, 1995
- - ---------------------------------------
Francis A. Stroble

-6-
<PAGE> 7

<CAPTION>
Signature Title Date
--------- ----- ----

<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
EXHIBIT INDEX
-------------

Exhibit No. Page
- - ----------- ----

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 UNSL Financial Corp. 1984 Stock Option Plan, as
amended.<F**>

99.2 UNSL Financial Corp. 1992 Stock Option and Incentive
Plan.<F**>

- - --------------

<F*> Previously filed
<F**> Filed herewith

-8-

<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 -- 152,686 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. 33-55439) 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 152,686 shares of the Company's
common stock, $5.00 par value (the "Shares"), pursuant to the UNSL
Financial Corp. 1984 Stock Option Plan, as amended, and the UNSL
Financial Corp. 1992 Stock Option and Incentive Plan (collectively,
the "Plans"), 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
Plans, 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 Plans, 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. 33-55439.

/S/ KPMG PEAT MARWICK LLP

St. Louis, Missouri
May 17, 1995

<PAGE> 1
EXHIBIT 99.1
UNSL FINANCIAL CORP.
1984 STOCK OPTION PLAN, AS AMENDED

1. PURPOSE OF THE PLAN. The Plan shall be known as the UNSL
Financial Corp. 1984 Stock Option Plan, as amended (the "Plan").
The purpose of the Plan is to attract and retain the best available
personnel as officers and employees and to provide additional
incentive to employees of UNSL Financial Corp. (the "Company") or
any present or future parent or subsidiary of the Company to
promote the success of the business. The Plan is intended to
provide for the grant of "Incentive Stock Options", within the
meaning of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), and Non-Incentive Stock Options. Each and
every one of the provisions of the Plan relating to Incentive Stock
options shall be interpreted to conform to the requirements of
Section 422A of the Code.

2. DEFINITIONS. As used herein, the following definitions
shall apply.

(a) "Association" shall mean United Savings and Loan and
Association.

(b) "Award" means the grant by the Committee of an
Incentive Stock option, a Non-Incentive Stock Option, or any
combination thereof, as provided in the Plan.

(d) "Code" shall mean the Internal Revenue Code of 1986,
as amended.

(e) "Common Stock" shall mean common stock, par value
$1.00 per share, of the Company.

(f) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 4(a) of the
Plan.

(g) "Company" shall mean UNSL Financial Corp.

(h) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination
of employment by the Company or any present or future Parent or
Subsidiary of the Company. Employment shall not be considered
interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Company or in the case of
transfers between payroll locations of the Company or between the
Company, its Parent, its Subsidiaries or a successor.

(i) "Effective Date" shall mean the date specified in
Section 14 hereof.

(j) "Employee" shall mean any person employed on a full-
time basis by the Company or any present or future Parent or
Subsidiary of the Company.

(k) "Incentive Stock Option" means an option to purchase
Shares granted by the Committee pursuant to Section 7 hereof which
is subject to the limitations and restrictions of Section 7 hereof
and is intended to qualify under Section 422A of the Code.

(l) "Non-Incentive Stock Option" means an option to
purchase Shares granted by the Committee pursuant to Section 8 or
by the Board pursuant to Sections 5 or 23 hereof, which option is
not intended to qualify under Section 422A of the Code.

<PAGE> 2

(m) "Option" shall mean an Incentive or Non-Incentive
Stock Option granted pursuant to this Plan.

(n) "Optioned Stock" shall mean stock subject to an
Option granted pursuant to the Plan.

(o) "Optionee" shall mean any person who receives an
option.

(p) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 425(e) and (g) of the Code.

(q) "Participant" means any director, officer or key
employee of the Company or any Parent or Subsidiary of the Company
or any other person providing a service to the Company who is
selected by the Committee to receive an Award.

(r) "Plan" shall mean the UNSL Financial Corp. 1984
Stock Option Plan, as amended.

(s) "Share" shall mean one share of the Common Stock.

(t) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined in
Subsections 425(f) and (g) of the Code.

3. SHARES SUBJECT TO THE PLAN. Except as otherwise required
by the provisions of Section 12 hereof, the aggregate number of
Shares with respect to which Awards may be made pursuant to the
Plan shall not exceed 160,744 shares, except that any Shares
subject to an option which has expired or has been terminated,
canceled or forfeited for any reason as to such Shares shall again
be available for Awards under the Plan. Such Shares may either be
authorized but unissued or treasury shares.

4. ADMINISTRATION OF THE PLAN.

(a) Composition of the Committee. The Plan shall be
administered by the Committee consisting of three directors of the
Company appointed by the Board. officers, directors, key employees
and other persons who are designated by the Committee shall be
eligible to receive Awards under the Plan, and all persons
designated as members of the Committee shall be "disinterested
persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934.

(b) Powers of the Committee. The Committee is
authorized (but only to the extent not contrary to the express
provisions of the Plan or to resolutions adopted by the Board) to
interpret the Plan to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the form and content
of Awards to be issued under the Plan and to make other
determinations necessary or advisable for the administration of the
Plan, and shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time.
A majority of the entire Committee shall constitute a quorum and
the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the
Committee. In no event.may the Committee revoke outstanding Awards
without the consent of the Participant. Notwithstanding the above,
the Committee shall not have any discretion with respect to the
Options granted to directors pursuant to Section 23 hereof.

The President of the Company and such other officers as shall
be designated by the Committee

-2-
<PAGE> 3

are hereby authorized to execute instruments evidencing Awards on behalf of
the Company and to cause them to be delivered to the Participants (except
Awards granted to directors pursuant to Section 23 hereof).

(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final
and conclusive on all persons affected thereby.

5. ELIGIBILITY. Awards may be granted to officers,
directors, key employees and other persons. The Committee shall
from time to time determine the officers, directors (other than
members of the Committee), key employees and other persons who
shall be granted Options under the Plan, the number to be granted
to each such officers, directors, key employees and other persons
under the Plan, and whether options granted to each such Employee
under the Plan shall be Incentive and/or Non-Incentive Stock
Options. In selecting Participants and in determining the number
of shares of Common Stock to be granted to each such Participant
pursuant to each Award granted under the Plan, the Committee may
consider the nature of the services rendered by each such
Participant, each such Participant's current and potential
contribution to the Company, and such other factors as the
Committee may, in its sole discretion, deem relevant officers,
directors, key employees or other persons who have been granted an
Award may, if otherwise eligible, be granted additional Options or
Awards.

The aggregate fair market value (determined as of the date the
Option is granted) of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by each Employee
during any calendar year (under all Incentive Stock Option plans,
as defined in Section 422A of the Code, of the Company or any
present or future Parent or Subsidiary of the Company) shall not
exceed $100,000. Notwithstanding the prior provisions of this
Section 5, the Committee may grant Options in excess of the
foregoing limitations, provided said options shall be clearly and
specifically designated as not being Incentive Stock options, as
defined in Section 422A of the Code.

<TABLE>
Notwithstanding any other provision of this Plan, each
director shall receive a Non-Incentive Option at an exercise price
of $10.50 per share as follows:

<CAPTION>
Number of Shares
Name of Director Subject to Options
---------------- ------------------
<S> <C>
J.C. Benage 4,000
John Youngblood 3,000
Jack L. Miller 3,000
Herbert E. Hough 4,000
Donald K. Strickland 3,000
Larry L. Lindsay 3,000
</TABLE>

such options shall be exercisable at any time following stockholder
approval of the Plan as provided in Section 15 hereof and shall
remain in effect for a period of 10 years following the Effective
Date of this Plan. Options received under this paragraph may be
exercised by written notice of intent to exercise the Option with
respect to a specified number of shares and payment to the Company
(contemporaneously with the delivery of such notice), in cash, of
the amount of the option price for the number of shares with
respect to which the option is then being exercised. Each such
notice and payment shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Secretary of the
Company at the Company's executive offices. Such Options may be
exercised only while the optionee is a director of the Company or
in the event of such director's death, during the term of his
directorship, by the personal representative of his estate or
person or persons to whom his rights under such Option shall have passed

-3-
<PAGE> 4

by will or by laws of descent and distribution. Such Option
of the deceased optionee may be exercised within one year from the
date of his death, but not later than the date of which the Option
would otherwise expire.

6. TERM OF PLAN. The Plan shall continue in effect for a
term of ten (10) years from the Effective Date, unless sooner
terminated pursuant to Section 17. No Option shall be granted
under the Plan after ten (10) years from the Effective Date.

7. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS.
Incentive Stock Options may be granted only to Participants who are
Employees. Each Incentive Stock Option granted pursuant to the
Plan shall be evidenced by an instrument in such form as the
Committee shall from time to time approve. Each and every
Incentive Stock Option granted pursuant to the Plan shall comply
with, and be subject to, the following terms and conditions:

(a) Option Price.

(i) The price per share at which each Incentive
Stock Option granted under the Plan may be exercised shall not, as
to any particular Incentive Stock option, be less than the fair
market value of the Common Stock at the time such Incentive Stock
option is granted. For such purposes, if the Common Stock is
traded otherwise than on a national securities exchange at the time
of the granting of an option, then the price per share of the
Optioned Stock shall be not less than the mean between the bid and
asked price on the date the Incentive Stock option is granted or,
if there be no bid and asked price on said date, then on the next
prior business day on which there was a bid and asked price. If no
such bid and asked price is available, then the price per share
shall be determined by the Committee. If the Common Stock is
listed on a national securities exchange at the time of the
granting an Incentive Stock option, then the price per share shall
be not less than the average of the highest and lowest selling
price on such exchange on the date such Incentive Stock Option is
granted or, if there were no sales on said date, then the price
shall be not less than the mean between the bid and asked price on
such date.

(ii) In the case of an Employee who owns Common
Stock representing more than ten percent (10%) of the outstanding
Common Stock at the time the Incentive Stock Option is granted, the
Incentive Stock Option price shall not be less than one hundred and
ten percent (110%) of the fair market value of the Common Stock at
the time the Incentive Stock Option is granted.

(b) Payment.

Full payment for each share of Common Stock
purchased upon the exercise of any Incentive Stock Option granted
under the Plan shall be made at the time of exercise of each such
Incentive Stock option and shall be paid in cash (in United States
Dollars), Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial payment of the exercise
price shall be valued at its fair market value at the date of
exercise. The Company shall accept full or partial payment in
Common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment therefor
has been received by the Company, and no Optionee shall have any of
the rights of a shareholder of the Company until shares of Common
Stock are issued to him.

The term of each Incentive Stock Option granted
pursuant to the Plan shall be not

-4-
<PAGE> 5

more than ten (10) years from the date each such Incentive Stock option is
granted, provided that in the case of an Employee who owns stock representing
more than 10% of the Common Stock outstanding at the time the Incentive Stock
Option is granted, the term of the Incentive Stock option shall not exceed
five (5) years.

(d) Exercise Generally.

Except as otherwise provided in Section 9 hereof, no
Incentive Stock Option may be exercised unless the optionee shall
have been in the employ of the Company (or any Parent or
Subsidiary) at all times during the period beginning with the date
of grant of any such Incentive Stock Option and ending on the date
three (3) months prior to the date of exercise of any such
Incentive Stock option. The Committee may impose additional
conditions upon the right of an optionee to exercise any Incentive
Stock Option granted hereunder which are not inconsistent with the
terms of the Plan or the requirements for qualification as an
Incentive Stock Option under Section 422A of the Code.

(e) Serial Exercise.

No Incentive Stock Option granted pursuant to the
Plan on or prior to December 31, 1986 shall be exercised by any
Optionee while there is outstanding (as such term is defined in
Section 422A of the Code) any incentive stock option which was
granted prior to the date of grant of such Incentive Stock Option
to such optionee, whether pursuant to the Plan or any other plan of
the Association. As to Incentive Stock Options granted on or prior
to December 31, 1986, the instrument evidencing any such additional
Incentive Stock Option shall include the following provisions:

"This incentive stock option is not
exercisable while there is outstanding (within
the meaning of Section 422A(c)(7) of the
Internal Revenue Code of 1986, as amended) any
Incentive Stock Option which was granted prior
to the date of the grant hereof to the holder
of this stock option to purchase shares of
common stock of United Savings and Loan
Association or any of its subsidiaries."

(f) Transferability.

Any Incentive Stock Option granted pursuant to the Plan
shall be exercised during any optionee's lifetime only by the
Optionee to whom it was granted and shall not be assignable or
transferable otherwise than by will or by the laws of descent and
distribution.

8. TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTIONS.
Each Non-Incentive Stock option granted pursuant to the Plan
(except Options granted to directors pursuant to Section 23 hereof)
shall be evidenced by an instrument in such form as the Committee
shall from time to time approve. Each and every Non-Incentive
Stock Option granted pursuant to the Plan (except Options granted
to directors pursuant to Section 23 hereof) shall comply with and
be subject to the following terms and conditions:

(a) Option Price.

The exercise price per share of Common Stock for
each Non-Incentive Stock Option granted pursuant to the Plan shall
be such price as the Committee may determine it its sole
discretion.

-5-
<PAGE> 6

(b) Payment.

Full payment for each share of Common Stock
purchased upon the exercise of any Non-Incentive Stock Option
granted under the Plan shall be made at the time of exercise of
each such Non-Incentive Stock Option and shall be paid in cash (in
United Stated Dollars), Common Stock or a combination of cash and
Common Stock. Common Stock utilized in full or partial payment of
the exercise price shall be valued at its fair market value at the
date of exercise. The Company shall accept full or partial payment
in Common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment therefor
has been received by the Company and no Optionee shall have any of
the rights of a shareholder of the Company until the shares of
Common Stock are issued to him.

The term of each Non-Incentive Stock option granted
pursuant to the Plan shall be no more than ten (10) years from the
date each such Non-Incentive Stock Option is granted, provided
that, in the case of an Employee who owns stock representing more
than 10% of the Common Stock at the time the Incentive Stock option
is granted, the term of the Non-Incentive Stock Option shall no
exceed five (5) years.

(d) Exercise Generally.

The Committee may impose additional conditions upon
the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which are not inconsistent with the terms
of the Plan.

(e) Transferability.

Any Non-Incentive Stock Option granted pursuant to
the Plan shall be exercised during any optionee's lifetime only by
the Optionee to whom it was granted and shall not be assignable or
transferable otherwise than by will or by the laws of descent and
distribution.

9. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH
ON INCENTIVE STOCK OPTIONS.

(a) Termination of Employment.

In the event that any Optionee's employment by the
Company (and any Parent or Subsidiary) shall terminate for any
reason, other than Permanent and Total Disability (as such term is
defined in Section 22(e)(3) of the Code) or death, all of any such
Optionee's Incentive Stock Options, and all of any such optionee's
rights to purchase or receive shares of Common Stock pursuant
thereto, as the case may be, shall automatically terminate on the
date of such termination of employment. However, no termination of
an Optionee's Incentive Stock Options shall occur if, and to the
extent that, the Committee authorizes the Optionee to exercise any
such Incentive Stock options at any time prior to the earlier of
(i) the respective expiration dates of any such Incentive Stock
options or (ii) the expiration of not more than three (3) months
after the date of such termination of employment, but only if, and
to the extent that, the Optionee was entitled to exercise any such
Incentive Stock Options at the date of such termination of
employment. In the event that a subsidiary ceases to be a
subsidiary of the Company, the employment of all of its employees
who are not immediately thereafter employees of the Company shall
be deemed to terminate upon the date such subsidiary so ceases to
be a subsidiary of the Company.

-6-
<PAGE> 7

(b) Disability.

In the event that any Optionee's employment by the
Company (and any Parent or Subsidiary) shall terminate as the
result of the Permanent and Total Disability of such optionee, such
Optionee may exercise any Incentive Stock options granted to him
pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or
(ii) the date which is one (1) year after the date of such
termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock options
at the date of such termination of employment.

In the event of the death of any optionee, any
Incentive Stock Options granted to any such Optionee may be
exercised by the person or persons to whom the Optionee's rights
under any such Incentive Stock options pass by will or by the laws
of descent and distribution (including the Optionee's estate during
the period of administration) at any time prior to the earlier of
(i) the respective expiration dates of any such Incentive Stock
Options or (ii) the date which is six (6) months after the date of
death of such Optionee (or such later period not exceeding one (1)
year to which the Committee may, in its discretion, extend such
period), but only if, and to the extent that, the Optionee was
entitled to exercise any such Incentive Stock Options at the date
of death. For purposes of this Section 9(c), any Incentive Stock
Option held by an Optionee shall be considered exercisable at the
date of his death if the only unsatisfied condition precedent to
the exercisability of such Incentive Stock option at the date of
death is the passage of a specified period of time.

(d) Incentive Stock options Deemed Exercisable.

For purposes of Section 9(a), 9(b) and 9(c) above,
any Incentive Stock option held by any Optionee shall be considered
exercisable at the date of the termination of his employment if any
such Incentive Stock Option would have been exercisable at such
date of termination of employment.

(e) Termination of Incentive Stock Options.

To the extent that any Incentive Stock option
granted under the Plan to any Optionee whose employment by the
Company (or any Parent or Subsidiary) terminates shall not have
been exercised within the applicable period set forth in this
Section 9, any such Incentive Stock Option, and all rights to
purchase or receive shares of Common Stock pursuant thereto, as the
case may be, shall terminate on the last day of the applicable
period.

10. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH
ON NON-INCENTIVE STOCK OPTIONS. The terms and conditions of Non-
Incentive Stock options relating to the effect of the termination
of an optionee's employment, disability of an Optionee or his death
shall be such terms and conditions as the Committee shall, it its
sole discretion, determine at the time of termination.

11. RIGHT OF REPURCHASE AND RESTRICTIONS ON DISPOSITION. The
Committee, in its sole discretion, may include, as a term of any
Incentive Stock option or Non-Incentive Stock option (except
Options granted to directors pursuant to section 23 hereof), the
right (the "Repurchase Right"), but no the obligation, to
repurchase all or any amount of the Shares acquired by an optionee
pursuant to the exercise of any such Options. The intent of the
Repurchase Right is to encourage the continued employment of the
Optionee. The Repurchase Right shall provide for, among other
things, a specified duration of the Repurchase Right, a specified
price per Share to be paid upon the exercise of the

-7-
<PAGE> 8

Repurchase Right and a restriction on the disposition of the Shares by the
optionee during the period of the Repurchase Right. The Repurchase
Right may permit the Company to transfer or assign such right to
another party. The Company may exercise the Repurchase Right only
to the extent permitted by applicable law.

12. RECAPITALIZATION, MERGER, CONSOLIDATION, CHANGE IN
CONTROL AND SIMILAR TRANSACTIONS.

(a) Adjustment.

Subject to any required action by the shareholders
of the Company, the aggregate number of shares of Common Stock for
which stock options may be granted hereunder, the number of shares
of Common Stock covered by each outstanding stock option, and the
exercise price per share of Common Stock covered by each
outstanding stock option, and the exercise price per share of
Common Stock of each such stock option, shall all be
proportionately adjusted for any increase or decrease in the number
of issued and outstanding shares of Common Stock resulting from a
subdivision or consolidation of shares or the payment of a stock
dividend (but only on the Common Stock) or any other increase or
decrease in the number of such shares of Common Stock effected
without the receipt of consideration by the Company.

(b) Change in Control.

All outstanding options (except Options granted to
directors pursuant to Section 23 hereof) shall become immediately
exercisable in the event of a change in control or imminent change
in control of the Company, as determined by the Committee. For
purposes of this Section, "change in control" shall mean: (i) the
execution of an agreement for the sale of all, or a material
portion, of the assets of the Company; (ii) the execution of an
agreement for a merger or recapitalization of the Company or any
merger or recapitalization whereby the Company is not the surviving
entity; (iii) a change of control of the Association, as otherwise
defined or determined by the Federal Home Loan Bank Board or
regulations promulgated by it; or (iv) the acquisition, directly or
indirectly, of the beneficial ownership (within the meaning of that
term as it is used in Section 13(d) of the Securities Exchange Act
of 1934 and the rules promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the
Company by any person, trust, entity or group. For purposes of
this Section, "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting
as a group, to acquire control of the Company.

Subject to any required action by the shareholders
of the Company, in the event of any Change in Control,
recapitalization, merger, consolidation, exchange of shares, spin-
off, reorganization, tender offer, liquidation or other
extraordinary corporate action or event, the Committee, in its sole
discretion, shall have the power, prior or subsequent to such
action or event, except with respect to Options granted to
directors pursuant to Section 23 hereof, to:

(i) appropriately adjust the number of shares of
Common Stock subject of each stock option, the exercise price per
share of common Stock, and the consideration to be given or
received by the Company upon the exercise of any outstanding
Option;

(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the optionee in
connection therewith; and/or

-8-
<PAGE> 9

(iii) make such other adjustments in connection with
the Plan as the Committee, in its sole discretion, deems necessary,
desirable, appropriate or advisable; provided, however, that no
action shall be taken by the Committee which would cause Incentive
Stock Options granted pursuant to the Plan to fail to meet the
requirements of Section 422A of the Code.

Except as expressly provided in section 13(a) and
13(b) hereof, no optionee shall have any rights by reason of the
occurrence of any of the events described in this Section 12.

(d) Acceleration.

The Committee shall at all times have the power to
accelerate the exercise date of Options previously granted under
the Plan (except Options granted to directors pursuant to Section
23 hereof). In no event, however, will such action permit
Participants to exercise Incentive Stock options in an order other
than provided in Section 7(e).

13. TIME OF GRANTING OPTIONS. The date of grant of an Option
under the Plan shall, for all purposes, be the date on which the
Committee makes the determination of granting such option (except
Options granted to directors pursuant to Sections 5 and 23 hereof).
Notice of the determination shall be given to each Employee to whom
an Option is so granted within a reasonable time after the date of
such grant.

14. EFFECTIVE DATE. The Plan shall become effective upon
completion of the Association's conversion from mutual to stock
form. options may be granted prior to ratification of the Plan by
the stockholders if the exercise of such options is subject to such
stockholder ratification.

15. APPROVAL BY SHAREHOLDERS. The Plan shall be approved by
stockholders of the Association within twelve (12) months before or
after the date it becomes effective.

16. MODIFICATION OF OPTIONS. At any time and from time to
time, the Board may authorize the Committee to direct the execution
of an instrument providing for the modification of any outstanding
Option (except Options granted to directors pursuant to Sections 5
and 23 hereof), provided no such modification, extension or renewal
shall confer on the holder of said Option any right or benefit
which could not be conferred on him by the grant of a new Option at
such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option,
except as otherwise permitted under Section 17 hereof.

17. AMENDMENT AND TERMINATION OF THE PLAN.

(a) Action by the Board.

The Board may alter, suspend or discontinue the
Plan, except that no action of the Board may increase (other than
as provided in Section 12) the maximum number of shares permitted
to be optioned under the Plan, materially increase the benefits
accruing to Participants under the Plan or materially modify the
requirements for eligibility for participation in the Plan unless
such action of the Board shall be subject to approval or
ratification by the shareholders of the Company.

(b) Change in Applicable Law.

Notwithstanding any other provision contained in the
Plan, in the event of a change in any federal or state law, rule or
regulation which would make the exercise of all or part of any

-9-
<PAGE> 10

previously granted Incentive and/or Non-Incentive Stock option
unlawful or subject the Company or the Association to any penalty,
the Committee may restrict any such exercise without the consent of
the optionee or other holder thereof in order to comply with any
such law, rule or regulation or to avoid any such penalty.

18. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be
issued with respect to any option granted under the Plan unless the
issuance and delivery of such Shares shall comply with all relevant
provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law and the
requirements of any stock exchange upon which the Shares may then
be listed.

The inability of the Company to obtain from any regulatory
body or authority deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder shall
relieve the Company of any liability in respect of the non-issuance
or sale of such Shares.

As a condition to the exercise of an option, the Company may
require the person exercising the Option to make such
representations and warranties as may be necessary to assure the
availability of an exemption from the registration requirements of
federal or state securities law.

19. RESERVATION OF SHARES. During the term of the Plan, the
Company will reserve and keep available a number of Shares
sufficient to satisfy the requirements of the Plan.

20. UNSECURED OBLIGATION. No Participant under the Plan
shall have any interest in any fund or special asset of the Company
by reason of the Plan or the grant of any Incentive or Non-
Incentive Stock Option to him under the Plan. No trust fund shall
be created in connection with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder and there shall
be no required funding of amounts which may become payable to any
Participant.

21. WITHHOLDING TAX. Where a Participant or other person is
entitled to receive Shares pursuant to the exercise of an option
pursuant to the Plan, the Company shall have the right to require
the Participant or such other person to pay the Company the amount
of any taxes which the Company is required to withhold with respect
to such Shares, or, in lieu thereof, to retain, or sell without
notice a number of such shares sufficient to cover the amount
required to be withheld.

22. GOVERNING LAW. The Plan shall be governed by and
construed in accordance with the laws of the State of Missouri,
except to the extent that Federal law shall be deemed to apply.

23. 1992 GRANT OF STOCK OPTIONS TO DIRECTORS.

<TABLE>
(a) Notwithstanding any other provision of this Plan,
the following directors shall each receive, effective June 18,
1992, a Non-Incentive Option at an exercise price of $15.50 per
share as follows:

-10-
<PAGE> 11
<CAPTION>
Number of Shares
Name of Director Subject to Options
---------------- ------------------
<S> <C>
J.C. Benage 4,000
Wilbur H. Bradley 4,000
Herbert E. Hough 4,000
Larry L. Lindsay 4,000
Charles E. Luthy 4,000
Jack L. Miller 4,000
John Youngblood 4,000
</TABLE>

(b) Each Option subject to this Section shall be
exercisable in whole or in part at any time following stockholder
approval of the amendments to the Plan presented to the
stockholders at the 1993 annual stockholders' meeting of the
Company and prior to expiration or termination of the option as
provided herein.

(c) An Option granted under this Section may be
exercised by written notice of intent to exercise the Option with
respect to a specified number of shares and payment to the Company
(contemporaneously with the delivery of such notice), in cash (in
United Stated Dollars), Shares or a combination of cash and Shares.
Shares utilized in full or partial payment of the exercise price
shall be valued at their fair market value at the date of exercise.
The Company shall accept full or partial payment in Shares only to
the extent permitted by applicable law. No Shares shall be issued
until full payment therefor has been received by the Company and no
Optionee shall have any of the rights of a shareholder of the
Company until the Shares are issued to him.

(d) Each Option granted under this Section shall expire
on the tenth anniversary of the date of grant, June 18, 1992,
subject to earlier termination as provided in this subsection.
Except as provided below, each Option granted under this Section 23
shall terminate on the effective date of termination of the
Optionee's service as a director, or if the optionee is an Employee
at the time of such termination, on the effective date of
termination of the Optionee's service as an Employee. In the event
of an Optionee's death during the term of his directorship or
employment, such Option shall terminate one year after the date of
his death. Any such option of a deceased Optionee may be exercised
by the personal representative of his estate or by the person or
persons to whom his rights under such Option shall have passed by
will or by laws of descent and distribution.

(e) Each Option granted under this Section may be
exercised during the optionee's lifetime only by the Optionee to
whom it was granted and shall not be assignable or transferable
otherwise than by will or by the laws of descent and distribution.

(f) Subject to any required action by the stockholders
of the Company, the number of Shares covered by each outstanding
option granted under this Section, and the exercise price per Share
covered by each such Option, shall be proportionately adjusted for
any increase or decrease in the number of issued and outstanding
Shares resulting from a subdivision or consolidation of Shares or
the payment of a stock dividend on such Shares or any other
increase or decrease in the number of such Shares effected without
the receipt of consideration by the Company, provided that the
number of Shares covered by each option shall always be a whole
number.

(g) If the Company merges with one or more corporations,
or consolidates with one or more corporations, upon exercise of an
option granted under this Section, the Optionee shall, at no

-11-
<PAGE> 12

additional cost (other than the exercise price of the Option) be
entitled to receive (subject to any required action by
stockholders) in lieu of the number of Shares as to which such
Option shall then be exercisable, the number and class of shares of
stock or other securities to which the Optionee would have been
entitled pursuant to the terms of the agreement of merger or
consolidation, if immediately prior to such merger or consolidation
the optionee had been the holder of record of the number of Shares
equal to the number of Shares as to which such option shall be
exercisable.

(h) Prior to the issuance or transfer of Shares under
the Plan, the recipient shall remit to the Company an amount
sufficient to satisfy any federal, state or local withholding tax
requirements. The recipient may satisfy the withholding
requirements in whole or in part by electing to have the Company
withhold Shares having a fair market value equal to the amount to
be withheld. The fair market value of the shares to be withheld
shall be determined as of the date that the amount of tax to be
withheld is determined ("Tax Date"). Any such election must be
made prior to the Tax Date and must comply with all applicable
securities law and other legal requirements.

-12-

<PAGE> 1

EXHIBIT 99.2
UNSL FINANCIAL CORP.

(THE HOLDING COMPANY
FOR
UNITED SAVINGS BANK
LEBANON, MISSOURI)

1992 STOCK OPTION AND INCENTIVE PLAN

1. Purpose of the Plan. The Plan shall be known as the UNSL
-------------------
Financial Corp. 1992 Stock Option and Incentive Plan ("Plan"). The
purpose of the Plan is to attract and retain the best available
personnel as officers and employees and to provide additional
incentive to employees of UNSL Financial Corp. ("Corporation") or
any present or future parent or subsidiary of the Corporation and
to promote the success of the business. The Plan is intended to
provide for the grant of "Incentive Stock Options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended ("Code"). Each and every one of the provisions of the Plan
relating to Incentive Stock Options shall be interpreted to conform
to the requirements of Section 422 of the Code.

2. Definitions. As used herein, the following definitions
-----------
shall apply:

(a) "Award" means the grant by the Committee of an
Incentive Stock Option, a Non-Incentive Stock Option or a Stock
Appreciation Right, or any combination thereof, as provided in the
Plan.

(b) "Board" shall mean the Board of Directors of the
Corporation.

(d) "Common Stock" shall mean common stock, $1.00 par
value per share, of the Corporation.

(e) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with paragraph 4(a) of the
Plan.

(f) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination
of employment by the Corporation or any present or future Parent or
Subsidiary of the Corporation. Employment shall not be considered
interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Corporation or in the case of
transfers between payroll locations of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.

(g) "Corporation" shall mean UNSL Financial Corp., a
holding company.

(h) "Effective Date" shall mean the date specified in
Section 15 hereof.

(i) "Employee" shall mean any person employed by the
Corporation or any present or future Parent or Subsidiary of the
Corporation.

(j) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.

<PAGE> 2

(k) "Incentive Stock Option" or "ISO" means an option to
purchase Shares granted by the Committee pursuant to Section 7
hereof which is subject to the limitations and restrictions of
Section 7 hereof and is intended to qualify under Section 422 of
the code.

(l) "Non-Incentive Stock Option" or "Non-ISO" means an
option to purchase Shares granted by the Committee pursuant to
Section 8, which option is not intended to qualify under Section
422 of the Code.

(m) "Option" shall mean an Incentive or Non-Incentive
Stock Option granted pursuant to this Plan.

(n) "Optioned Stock" shall mean stock subject to an
Option granted pursuant to the Plan.

(o) "Optionee" shall mean any person who receives an
Option.

(p) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 425(e) and (g) of the Code.

(q) "Participant" means any officer or key employee of
the Corporation or any Parent or Subsidiary of the Corporation or
any other person providing a service to the Corporation who is
selected by the Committee to receive an Award.

(r) "Plan" shall mean the UNSL Financial Corp. 1992
Stock Option and Incentive Plan.

(s) "Related" means (i) in the case of a Stock
Appreciation Right, a Stock Appreciation Right which is granted in
connection with, and to the extent exercisable, in whole or in
part, in, lieu of, an Option and (ii) in the case of an Option, an
Option with respect to which and to the extent a Stock Appreciation
Right is exercisable, in whole or in part, in lieu thereof has been
granted.

(t) "Savings Bank" shall mean United Savings Bank or its
successor.

(u) "Share" shall mean one share of the Common Stock.

(v) "Stock Appreciation Right" means a stock
appreciation right with respect to Shares granted by the Committee
pursuant to Section 12 hereof.

(w) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined in
Subsections 425(f) and (g) of the Code.

3. Shares Subject to the Plan. Except as otherwise required
--------------------------
by the provisions of Section 13 hereof, the aggregate number of
Shares with respect to which Awards may be made pursuant to the
Plan shall not exceed 125,000 shares. Such Shares may either be
authorized but unissued or treasury shares.

Awards not denominated in Shares shall be counted against the
aggregate number of Shares available for granting of Awards under
the Plan in such amount and at such time as the Committee shall
determine in its discretion. Shares which are subject to Stock
Appreciation Rights and other related options shall be counted only
once in determining whether the maximum number of Shares with
respect to which Awards may be granted under the Plan has been
exceeded. An Award shall not be considered

-2-
<PAGE> 3

to have been made under the Plan with respect to any Shares subject to an
Award which has expired or has been terminated, canceled or forfeited for any
reason without the issuance of such Shares or consideration in lieu of such
Shares, and new Awards may be granted under the Plan with respect to the
number of Shares as to which such expiration, termination, cancellation or
forfeiture has occurred.

4. Administration of the Plan.
--------------------------

(a) Composition of the Committee.

The Plan shall be administered by the Committee
consisting of at least two directors of the Corporation appointed
by the Board officers, key employees and other persons who are
designated by the Committee shall be eligible to receive Awards
under the Plan, and all persons designated as members of the
Committee shall be "disinterested persons" within the meaning of
Rule 16b-3 under the Exchange Act.

(b) Powers of the Committee.

The Committee is authorized (but only to the extent not
contrary to the expressed provisions of the Plan or to resolutions
adopted by the Board) to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to the Plan, to
determine the form and content of Awards to be issued under the
Plan and to make other determinations necessary or advisable for
the administration of the Plan, and shall have and may exercise
such other power and authority as may be delegated to it by the
Board from time to time. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members
present at any meeting at which a quorum is present shall be deemed
the action of the Committee. In no event may the Committee revoke
outstanding Awards without the consent of the Participant.

The Chairman of the Corporation and such other officers
as shall be designated by the Committee are hereby authorized to
execute instruments evidencing Awards on behalf of the Corporation
and to cause them to be delivered to the Participants.

All decisions, determinations and interpretations of the
Committee shall be final and conclusive on all persons affected
thereby.

5. Eligibility.
-----------

(a) Awards may be granted to officers, key employees and
other persons. The Committee shall from time to time determine the
officers, key employees and other persons who shall be granted
Options or Awards under the Plan, the number to be granted to each
such officers, key employees and other persons under the Plan, and
whether Options granted to each such Participant under the Plan
shall be Incentive and/or Non-Incentive Stock Options. In
selecting Participants and in determining the number of shares of
Common Stock to be granted to each such Participant pursuant to
each Award granted under the Plan, the Committee may consider the
nature of the services rendered by each such Participant, each such
Participant's current and potential contribution to the
Corporation, and such other factors as the Committee may, in its
sole discretion, deem relevant. Officers, key employees or other
persons who have been granted an Award may, if otherwise eligible,
be granted additional Options or Awards.

-3-
<PAGE> 4

(b) The aggregate fair market value (determined as of
the date the option is granted) of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by each
Employee during the calendar year in which they are first
exercisable (under all Incentive Stock Option plans, as defined in
Section 422 of the Code, of the Corporation or any present or
future Parent or Subsidiary of the Corporation) shall not exceed
$100,000. Notwithstanding the prior provisions of this Section 5,
the Committee may grant Options in excess of the foregoing
limitations, provided said options shall be clearly and
specifically designated as not being Incentive Stock options, as
defined in Section 422 of the Code.

6. Term of Plan. Unless sooner terminated pursuant to
------------
Section 18, the Plan shall continue in effect until all Awards
under the Plan have been satisfied or have expired or otherwise
terminated. No Option shall be granted under the Plan after ten
(10) years from the Effective Date.

7. Terms and Conditions of Incentive Stock Options.
-----------------------------------------------
Incentive Stock Options may be granted only to Participants who are
Employees. Each Incentive Stock Option granted pursuant to the
Plan shall be evidenced by an instrument in such form as the
Committee shall from time to time approve. Each and every
Incentive Stock Option granted pursuant to the Plan shall comply
with, and be subject to, the following terms and conditions:

(a) Option Plan.

(i) The price per share at which each Incentive
Stock Option granted under the Plan may be exercised shall not, as
to any particular Incentive Stock Option, be less than the fair
market value of the Common Stock at the time such Incentive Stock
Option is granted. For such purposes, the price will be the
closing price on such date.

(b) Payment.

Full payment for each share of Common Stock purchased
upon the exercise of any Incentive Stock Option granted under the
Plan shall be made at the time of exercise of each such Incentive
Stock Option and shall be paid in cash (in United States Dollars),
bank check, Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial payment of the exercise
price shall be valued at its fair market value at the date of
exercise. The Corporation shall accept full or partial payment in
common Stock only to the extent permitted by applicable law. No
shares of Common Stock shall be issued until full payment therefor
has been received by the Corporation, and no Optionee shall have
any of the rights of a shareholder of the Corporation until shares
of Common Stock are issued to him.

The term of each Incentive Stock Option granted pursuant
to the Plan shall be not more than ten (10) years from the date
each such Incentive Stock option is granted, provided that in the
case of an Employee who owns stock representing more than 10% of
the Common Stock outstanding at the time the Incentive Stock Option
is granted, the term of the Incentive Stock Option shall not exceed
five (5) years.

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<PAGE> 5

(d) Exercise Generally.

Except as otherwise provided in Section 9 hereof, no
Incentive Stock Option may be exercised unless the Optionee shall
have been in the employ of the Corporation at all times during the
period beginning with the date of grant of any such Incentive Stock
Option and ending on the date three (3) months prior to the date of
exercise of any such Incentive Stock Option. The Committee may
impose additional conditions upon the right of an optionee to
exercise any Incentive Stock Option granted hereunder which are not
inconsistent with the terms of the Plan or the requirements for
qualification as an Incentive Stock option under Section 422 of the
Code.

(e) Transferability.

8. Terms and Conditions of Non-Incentive Stock Options.
---------------------------------------------------
Each Non-Incentive Stock Option granted pursuant to the Plan shall
be evidenced by an instrument in such form as the Committee shall
from time to time approve. Each and every Non-Incentive Stock
Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions:

(a) Options Granted to Non-Employee Directors

Each member of the Board of Directors of the Corporation
who is not an Employee on the Effective Date shall receive on the
Effective Date Non-Incentive Stock options for the number of shares
of Common Stock set forth below. Such options shall be exercisable
at any time following stockholder approval of the Plan as provided
in Section 16 hereof.

<TABLE>
<CAPTION>
Number of Shares
Name Subject to Options
---- ------------------
<S> <C>
Charles Luthy 7,000
John Youngblood 7,000
Jack L. Miller 7,000
Herbert E. Hough 10,000
Wilbur H. Bradley 7,000
Larry L. Lindsay 7,000
</TABLE>

(b) Option Price.

The exercise price of Common Stock for each Non-Incentive
Stock Option granted pursuant to Section 8(a) of the Plan shall be
$18.75 per share.

The exercise price per share of Common Stock for each
Non-Incentive Stock option granted pursuant to the Plan, other than
Options granted under Section 8(a) of the Plan, shall be such price
as the committee may determine in its sole discretion.

Full payment for each share of Common Stock purchased
upon the exercise of any Non-

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<PAGE> 6

Incentive Stock Option granted under the Plan shall be made at the
time of exercise of each such Non-Incentive Stock Option and shall
be paid in cash (in United States Dollars), bank check, Common Stock
or a combination of cash and Common Stock. Common Stock utilized in
full or partial payment of the exercise price shall be valued at its
fair market value at the date of exercise. The Corporation shall
accept full or partial payment in Common Stock only to the extent
permitted by applicable law. No shares of Common Stock shall be
issued until full payment therefor has been received by the
Corporation and no optionee shall have any of the rights of a
shareholder of the Corporation until the shares of Common Stock are
issued to him.

(d) Term.

Each Non-Incentive Stock Option granted pursuant to
Section 8(a) of the Plan shall expire on November 30, 2002, unless
sooner terminated as provided in this Plan. The term of each Non-
Incentive Stock Option granted pursuant to the Plan shall be not
more than ten (10) years from the date each such Non-Incentive
Stock Option is granted.

(e) Exercise Generally.

The Committee may impose additional conditions upon the
right of any Participant to exercise any Non-Incentive Stock Option
granted hereunder which are not inconsistent with the terms of the
Plan.

(f) Transferability.

Any Non-Incentive Stock Option granted pursuant to the
Plan shall be exercised during any Optionee's lifetime only by the
Optionee to whom it was granted and shall not be assignable or
transferable otherwise than by will or by the laws of descent and
distribution.

9. Effect of Termination of Employment, Disability or Death
--------------------------------------------------------
on Incentive Stock Options.
- - --------------------------

(a) Termination of Employment.

In the event that any optionee's employment by the
Corporation shall terminate for any reason, other than Permanent
and Total Disability (as such term is defined in Section 22(e)(3)
of the Code) or death, all of any such optionee's Incentive Stock
Options, and all of any such Optionee's rights to purchase or
receive shares of Common Stock pursuant thereto, shall
automatically terminate on the earlier of (i) the respective
expiration dates of any such Incentive Stock options or (ii) the
expiration of not more than three (3) months after the date of such
termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock Options
at the date of such termination of employment. In the event that
a subsidiary ceases to be a subsidiary of the Corporation, the
employment of all of its employees who are not immediately
thereafter employees of the Corporation shall be deemed to
terminate upon the date such subsidiary so ceases to be a
subsidiary of the Corporation.

(b) Disability.

In the event that any Optionee's employment by the
Corporation shall terminate as the result of the Permanent and
Total Disability of such Optionee, such Optionee may exercise any
Incentive Stock Options granted to him pursuant to the Plan at any
time prior to the earlier of (i) the respective expiration dates of
any such Incentive Stock Options or (ii) the date which is one (1)
year after the date

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<PAGE> 7

of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such Incentive Stock Options at the date
of such termination of employment.

In the event of the death of any Optionee, any Incentive
Stock Options granted to any such Optionee may be exercised by the
person or persons to whom the Optionee's rights under any such
Incentive Stock options pass by will or by the laws of descent and
distribution (including the Optionee's estate during the period of
administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or
(ii) the date which is one (1) year after the date of death of such
Optionee but only if, and to the extent that, the Optionee was
entitled to exercise any such Incentive Stock Options at the date
of death. For purposes of this Section 9(c), any Incentive Stock
Option held by an optionee shall be considered exercisable at the
date of his death if the only unsatisfied condition precedent to
the exercisability of such Incentive Stock option at the date of
death is the passage of a specified period of time.

(d) Incentive Stock Options Deemed Exercisable.

For purposes of Sections 9(a), 9(b) and 9(c) above, any
Incentive Stock Option held by any optionee shall be considered
exercisable at the date of the termination of his employment if any
such Incentive Stock Option would have been exercisable at such
date of termination of employment.

(e) Termination of Incentive Stock Options.

To the extent that any Incentive Stock option granted
under the Plan to any Optionee whose employment by the Corporation
terminates shall not have been exercised within the applicable
period set forth in this Section 9, any such Incentive Stock
Option, and all rights to purchase or receive shares of Common
Stock pursuant thereto, as the case may be, shall terminate on the
last day of the applicable period.

10. Effect of Termination of Employment, Disability or Death
--------------------------------------------------------
on Non-Incentive Stock Options. The terms and conditions of Non-
- - ------------------------------
Incentive Stock Options relating to the effect of the termination
of an Optionee's employment, disability of an optionee or his death
shall be such terms and conditions as the Committee shall, in its
sole discretion, determine at the time such Options are granted or
at the time of termination.

Notwithstanding such discretion, except as provided below,
each Option granted under Section 8(a) hereof shall terminate on
the effective date of termination of the Optionee's service as a
director, or if the Optionee is an Employee at the time of such
termination, on the effective date of termination of the optionee's
service as an Employee. In the event of an Optionee's death during
the term of his directorship or employment, such Option granted
under Section 8(a) shall terminate one year after the date of his
death. Any such option of a deceased Optionee may be exercised by
the personal by person or persons to whom his rights under such
will or by laws of descent and distribution.

11. Right of Repurchase and Restrictions on Disposition. The
---------------------------------------------------
Committee, in its sole discretion, may include, as a term of any
Incentive Stock Option or Non-Incentive Stock Option, the right
("Repurchase Right"), but not the obligation, to repurchase all or
any amount of the Shares acquired by an Optionee pursuant to the
exercise of any such Options. The intent of the Repurchase Right
is to encourage the continued employment of the Optionee. The
Repurchase Right shall provide for, among other things, a specified
duration of the Repurchase Right, a specified price per Share to be
paid upon

-7-
<PAGE> 8

the exercise of the Repurchase Right and a restriction on
the disposition of the Shares by the Optionee during the period of
the Repurchase Right. The Repurchase Right may permit the
Corporation to transfer or assign such right to another party. The
Corporation may exercise the Repurchase Right only to the extent
permitted by applicable law.

12. Stock Appreciation Rights. A Stock Appreciation Right
-------------------------
shall, upon its exercise, entitle the Participant to whom such
Stock Appreciation Right was granted to receive a number of Shares
or cash or combination thereof, as the committee in its discretion
shall determine, the aggregate value of which (i.e., the sum of the
amount of cash and/or the fair market value of such Shares on date
of exercise) shall equal (as nearly as possible, it being
understood that the Corporation shall not issue any fractional
shares) the amount by which the fair market value per Share on the
date of such exercise shall exceed the exercise price of such Stock
Appreciation Right, multiplied by the number of Shares with respect
of which such Stock Appreciation Right shall have been exercised.
A Stock Appreciation Right may be related to an Option or may be
granted independently of any Option as the Committee shall
determine whether and to what extent a Related Stock Appreciation
Right shall be granted with respect thereto; provided however and
notwithstanding any other provision of the Plan, that if the
Related option is an Incentive Stock option, the Related Stock
Appreciation Right shall satisfy all the restrictions and
limitations of Section 7 hereof as if such Related Stock
Appreciation Right were an Incentive Stock Option. In the case of
a Related Option, such Related option shall cease to be exercisable
to the extent of the Shares with respect to which the Related Stock
Appreciation Right was exercised. Upon the exercise or termination
of a Related option, any Related Stock Appreciation Right shall
terminate to the extent to which the Shares with respect to which
the Related option was exercised or terminated.

13. Recapitalization, Merger, Consolidation, Change in
--------------------------------------------------
Control and Similar Transactions.
- - --------------------------------

(a) Adjustment.

Subject to any required action by the shareholders of the
Corporation, the aggregate number of shares of Common Stock for
which stock options may be granted hereunder, the number of shares
of Common Stock covered by each outstanding stock option, and the
exercise price per share of Common Stock of each such stock option,
shall be proportionately adjusted for any increase or decrease in
the number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the
payment of a stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of such shares of Common
Stock effected without the receipt of consideration by the
Corporation.

(b) Change in Control.

All outstanding Stock options shall become immediately
exercisable in the event of a change in control or imminent change
in control of the Corporation, as determined by the Committee. In
the event of such a change in control or imminent change in
control, the Optionee shall, at the discretion of the Committee, be
entitled to receive cash in an amount equal to the fair market
value of the Common Stock subject to any Incentive or Non-Incentive
Stock Option over the option Price of such shares, in exchange for
the surrender of such options by the Optionee on that date. For
purposes of this Section, "change in control" shall mean: (i) the
execution of an agreement for the sale of all, or a material
portion, of the assets of the Corporation; (ii) the execution of an
agreement for a merger or recapitalization of the Corporation or
any merger or recapitalization whereby the Corporation is not the
surviving entity; (iii) a change in control of the Corporation, as
otherwise defined or determined by the Office of Thrift Supervision
or regulations promulgated by it; or (iv) the acquisition, directly
or indirectly, of the beneficial ownership (within the meaning of
that term as it is used in Section 13(d) of
$"-8-"

the Exchange Act and the rules promulgated thereunder) of ten percent (10%) or
more of the outstanding voting securities of the Corporation by any person,
trust, entity or group. The term "person" refers to an individual
or a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein. For
purposes of this Section, "imminent change in control" shall refer
to any offer or announcement, oral or written, by any person or
persons acting as a group, to acquire control of the Corporation.
The decision of the Committee as to whether a change in control or
imminent change in control has occurred shall be conclusive and
binding.

Subject to any required action by the shareholders of the
Corporation, in the event of any Change in Control,
recapitalization, merger, consolidation, exchange of shares, spin-
off, reorganization, tender offer, liquidation or other
extraordinary corporate action or event, the Committee, in its sole
discretion, shall have the power, prior or subsequent to such
action or event to:

(i) appropriately adjust the number of shares of
Common Stock subject to each stock option, the exercise price per
share of Common Stock, and the consideration to be given or
received by the Corporation upon the exercise of any outstanding
option;

(ii) cancel any or all previously granted Options,
provided that appropriate consideration is paid to the optionee in
connection therewith; and/or

Except as expressly provided in Section 13(a) and
13(b) hereof, no Optionee shall have any rights by reason of the
occurrence of any of the events described in this Section 13.

(d) Acceleration.

The Committee shall at all times have the power to
accelerate the exercise date of Options previously granted under
the Plan.

(e) Stock Appreciation Rights.

The provisions of this Section 13 also shall apply to
Stock Appreciation Rights to the extent applicable.

14. Time of Granting Awards. The date of grant of an Award
-----------------------
under the Plan shall, for all purposes, be the date on which the
Committee makes the determination of granting such Award. Notice
of the determination shall be given to each Employee to whom an
Award is so granted within a reasonable time after the date of such
grant.

15. Effective Date. The Plan shall become effective on
---------------
November 30, 1992. Awards may be granted prior to ratification of
the Plan by the stockholders if the exercise of such Awards are
subject to such stockholder ratification.

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<PAGE> 9

16. Approval of Stockholders. The Plan shall be approved by
------------------------
stockholders of the Corporation within twelve (12) months before
or.after the date it becomes effective.

17. Modification of Awards. At any time and from time to
----------------------
time, the Board may authorize the Committee to direct the execution
of an instrument providing for the modification of any outstanding
Award, provided no such modification, extension or renewal shall
confer on the holder of said Award a benefit which could not be
conferred on him by the grant of a new Award at such time, or shall
not materially decrease his benefits under the Award without his
consent, except as otherwise permitted under Section 18 hereof.

18. Amendment and Termination of the Plan.
--------------------------------------

(a) Action of the Board.

The Board may alter, suspend or discontinue the Plan,
except that no action of the Board may increase (other than as
provided in Section 13) the maximum number of shares permitted to
be optioned under the Plan, materially increase the benefits
accruing to Participants under the Plan or materially modify the
requirements for eligibility for participation in the Plan unless
such action of the Board shall be subject to approval or
ratification by the shareholders of the Corporation.

(b) Change in Applicable Law.

Notwithstanding any other provision contained in the
Plan, in the event of a change in any Federal or state law, rule or
regulation which would make the exercise of all or part of any
previously granted Award unlawful or subject the Corporation to any
penalty, the Committee may restrict any such exercise without the
consent of the holder thereof in order to comply with any such law,
rule or regulation or to avoid any such penalty.

19. Conditions Upon Issuance of Shares. Shares shall not be
----------------------------------
issued with respect to any option granted under the Plan unless the
issuance and delivery of such Shares shall comply with all relevant
provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law and the
requirements of any stock exchange upon which the Shares may then
be listed.

The inability of the Corporation to obtain from any
regulatory body or authority deemed by the Corporation's counsel to
be necessary to the lawful issuance and sale of any Shares
hereunder shall relieve the Corporation of any liability with
respect to the nonissuance of such Shares.

As a condition to the exercise of an option, the
Corporation may require the person exercising the Option to make
such representations and warranties as may be necessary to assure
the availability of an exemption from the registration requirements
of federal or state securities law.

20. Reservation of Shares. During the term of the Plan, the
---------------------
Corporation will reserve and keep available a number of Shares
sufficient to satisfy the requirements of the Plan.

21. Unsecured Obligation. No Participant under the Plan
--------------------
shall have any interest in any fund or special asset of the
Corporation by reason of the Plan or the grant of any Incentive or
Non-Incentive Stock Option to him/her under the Plan. No trust
fund shall be created in connection with the Plan or any grant of
any Incentive or Non-Incentive Stock option hereunder and there
shall be no required funding of amounts which may become payable to
any Participant.

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<PAGE> 10

22. Withholding Tax. The Corporation shall have the right to
---------------
deduct from all amounts paid in cash with respect to the exercise
of a Stock Appreciation Right under the Plan any taxes required by
law to be withheld with respect to such cash payments. Where a
Participant or other person is entitled to receive Shares pursuant
to the exercise of an option or Stock Appreciation Right pursuant
to the Plan, the Corporation shall have the right to require the
Participant or such other person to pay the Corporation the amount
of any taxes which the Corporation is required to withhold with
respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the
amount required to be withheld.

23. Governing Law. The Plan shall be governed by and
-------------
construed in accordance with the laws of the State of Delaware,
except to the extent that Federal law shall be deemed to apply.

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