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

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

Previous: MECHANICAL TECHNOLOGY INC, 10-Q, 1995-05-17

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

<PAGE> 1
As Filed With the Securities and Exchange Commission on May 16, 1995
Registration No. 33-50981
- - ------------------------------------------------------------------------------
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)

UNITED POSTAL BANCORP, INC.
1991 STOCK OPTION PLAN
and
UNITED POSTAL BANCORP, INC.
1992 STOCK OPTION 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>
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 724,334 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 in the form of a dividend. The registrant
previously paid $66,131 ($40,248 of which was paid with the
filing of the preliminary proxy materials on October 15, 1993
and the remainder of which was paid with the original filing
on November 10, 1993) to register 4,233,952 shares of
Mercantile Bancorporation Inc. Common Stock (including the
shares to be registered on this Form S-8). The 724,334 shares
registered hereby represent 482,899 of the 4,233,952 shares
which were registered prior to the stock split and which may be
issued pursuant to the United Postal Bancorp, Inc. 1991 Stock
Option Plan and the United Postal Bancorp, Inc. 1992 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-8 724,334 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. 33-50981)
for issuance pursuant to options granted under the United Postal
Bancorp, Inc. 1991 Stock Option Plan (the "1991 Plan") and the
United Postal Bancorp, Inc. 1992 Stock Option Plan (the "1992
Plan") (the 1991 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 Reorganization dated August 17, 1993
by and among the Company, Ameribanc, Inc. and United Postal
Bancorp, Inc. (such merger was consummated on February 1, 1994).
Of the 724,334 shares registered by this Registration Statement,
402,197 and 322,137 shares are hereby registered for issuance
pursuant to options granted under the 1991 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

<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.

- 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

- 6 -
<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 United Postal Bancorp, Inc. 1991 Stock Option Plan.<F**>

99.2 United Postal Bancorp, Inc. 1992 Stock Option Plan.<F**>

<FN>
- - --------------

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

- 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 -- 724,334
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. 33-50981) 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 724,334 shares of the Company's
common stock, $5.00 par value (the "Shares"), pursuant to the
United Postal Bancorp, Inc. 1991 Stock Option Plan and the United
Postal Bancorp, Inc. 1992 Stock Option 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. 33-50981.

/S/ KPMG PEAT MARWICK LLP

St. Louis, Missouri
May 17, 1995

<PAGE> 1

EXHIBIT 99.1
UNITED POSTAL BANCORP, INC.
1991 STOCK OPTION PLAN
(AS AMENDED)

1. Purpose of the Plan.

The Plan shall be known as the United Postal Bancorp, Inc.
1991 Stock Option Plan (the "Plan"). The purpose of the Plan is to
attract and retain the best available personnel for positions of
substantial responsibility and to provide additional incentive to
directors, officers and key employees of United Postal Bancorp,
Inc. (the "Corporation") or any present or future parent or
subsidiary of the Corporation to promote the success of the
business. It is intended that options issued pursuant to this Plan
may constitute either incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, or
options that do not so qualify.

2. Definitions.

As used herein, the following definitions shall apply.

(a) "Association" shall mean the United Postal Savings
Association.

(b) "Award" shall mean an Option, stock appreciation
right, or any combination thereof, as provided in the Plan.

(d) "Common Stock" shall mean Common Stock, par value
$.01 per share, of the Corporation.

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

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

(g) "Continuous Employment" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination
of the Employee's employment with 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.

(h) "Corporation" shall mean the United Postal Bancorp,
Inc., the Parent Corporation of United Postal Savings Association.

(i) "Director" shall mean a member of the Board of the
Corporation.

(j) "Effective Date" shall mean the date specified in
paragraph 13 hereof.

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

<PAGE> 2

(l) "Option" shall mean an option to purchase Common
Stock granted pursuant to this Plan.

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

(n) "Optionee" shall mean a person who receives an
Option or other Award pursuant to the Plan.

(o) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 424(e) and (g) of the Code.

(p) "Plan" shall mean the United Postal Bancorp, Inc.
1991 Stock Option Plan.

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

(r) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined in
Subsections 424(f) and (g) of the Code.

3. Shares Subject to the Plan.

Except as otherwise required by the provisions of Paragraph 11
hereof, the aggregate number of shares of Common Stock deliverable
upon the exercise of Awards pursuant to the Plan shall not exceed
250,000 shares. Such shares may either be authorized but unissued
or treasury shares.

If Awards should expire, become unexercisable or forfeited for
any reason without having been exercised in full, the unpurchased
shares which were subject thereto shall, unless the Plan shall have
been terminated, be available for the grant of other Awards under
the Plan.

4. Administration of the Plan.

(a) Composition of Option Committee. The Plan shall be
administered by the Committee which shall consist of not less than
three Directors appointed by the Board. All persons designated as
members of the Committee shall be "disinterested persons" within
the meaning of Rule 16b-3 of the Securities Exchange Act of 1934
("1934 Act"). All members of the Committee shall serve at the
pleasure of the Board.

(b) Powers of the Committee. The Committee shall have
discretionary authority (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.

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

- 2 -
<PAGE> 3

5. Eligibility.

Awards may be granted to each such Employee or director of the
Corporation or any present or future Parent or Subsidiary as shall
be designated by the Committee. An Optionee who has been granted
an Award may, if otherwise eligible, be granted an additional Award
or Awards. Except however, in no event shall Options granted to
directors in the aggregate under this Plan exceed more than 15% of
the total number of shares authorized for delivery under this Plan
pursuant to Paragraph 3 herein.

The aggregate fair market value (determined pursuant to
Paragraph 7 hereof 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 an Employee during any calendar
year (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 paragraph, the
Committee may grant Options in excess of the foregoing limitations,
in which case such Options granted in excess of such limitation
shall be treated as Options which are not incentive stock options,
as defined in Section 422 of the Code, pursuant to Section 422(d)
of the Code.

Notwithstanding any other provisions of this Plan, each
director of the Corporation and/or the Association who is not an
Employee at the Effective Date shall receive on the Effective Date,
Options to purchase 1,850 Shares of the Corporation's Common Stock
at an Option price equal to the initial offering price of such
Common Stock. Further, non-employee directors of the Corporation
or the Association appointed or elected as such following the
Effective Date shall receive on the date of their appointment or
election Options to purchase 1,850 Shares of the Corporation's
Common Stock (to the extent such Shares are available for issuance
under Options) at an Option price equal to the fair market value of
the Common Stock at the time the Option is granted. Such Options
granted pursuant to this subparagraph shall be designated as not
being incentive stock options, shall be exercisable at any time
following stockholders approval of the Plan as provided in
Paragraph 14 hereof, and shall have a term of ten years following
the later of the Effective Date or the date of grant of such
Options. Options received under the provisions of this paragraph
may be exercised by (a) written notice of intent to exercise the
Option with respect to a specified number of shares, and
(b) payment to the Corporation (contemporaneously with the delivery
of such notice), in cash, in Common Stock, or a combination of cash
and Common Stock, 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 Treasurer of
the Corporation at the Corporation's executive offices. Such
Options may be exercised only while the Optionee is a director of
the Corporation or the Association, or within one year after
termination of the Optionee's status as a director, or in the event
of such person's death during the term of his directorship, by the
personal representatives of his estate or person or persons to whom
his rights under such Option shall have passed by will or by laws
of descent and distribution. Such Options of the deceased director
may be exercised within two years from the date of his death, but
not later than the date on which the Option would otherwise expire.
Unless otherwise inapplicable, or inconsistent with the provisions
of this paragraph, the Options to be granted to directors hereunder
shall be subject to all other provisions of this Plan.

6. Term of Plan; Term of Awards.

(a) The Plan shall continue in effect for a term of ten
years from its Effective Date, unless sooner terminated pursuant to
Paragraph 16. No Award shall be granted under the Plan after ten
years from the Effective Date.

- 3 -
<PAGE> 4

(b) The term of each Award granted under the Plan shall
be established by the Committee, but shall not exceed 10 years;
provided however that in the case of an Employee who owns stock
representing more than ten (10) percent of the Corporation's
outstanding Common Stock at the time the Award is granted, the term
of such Award shall not exceed five years.

7. Exercise Price.

The price per share at which each Award granted under the Plan
may be exercised shall not, as to any particular Award, be less
than the fair market value of the stock to which the Award relates
at the time such Award is granted. In the case of an Employee who
owns stock representing more than ten percent of the Corporation's
outstanding Common Stock at the time the Award is granted, the
exercise price shall not be less than 110% of the fair market value
of the stock at the time the Award is granted. If the Common Stock
is traded otherwise than on a national securities exchange at the
time of the granting of an Award, then the exercise price per share
shall be not less than the mean between the bid and asked price on
the date the Award is granted or, if there is 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 exercise price shall be determined by the
Committee. If the Common Stock is listed on a national securities
exchange (including the NASDAQ National Market System) at the time
of granting an Award, then the exercise price per share shall be
not less than the average of the highest and lowest selling price
on such exchange on the date such Award 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.

8. Exercise of Award.

(a) Procedure for Exercise. Any Award granted hereunder
shall be exercisable at such times and under such conditions as
shall be permissible under the terms of the Plan and of the Award
granted to an Optionee. An Award may not be exercised for a
fractional Share.

An Option granted pursuant to the Plan may be exercised,
subject to provisions relative to its termination and limitations
on its exercise, from time to time only by (a) written notice of
intent to exercise the Option with respect to a specified number of
shares, and (b) payment to the Corporation (contemporaneously with
delivery of such notice), in cash, in Common Stock, or a
combination of cash and Common Stock, 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 (as applicable)
shall be delivered, or mailed by prepaid registered or certified
mail, addressed to the Treasurer of the Corporation at the
Corporation's executive offices. 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. A stock appreciation right
may be exercised in the same manner, provided that the Optionee
shall not be required to make the payment described in subsection
(b) of this paragraph.

(b) Exercise During Employment or Following Death or
Disability. Except as may be specifically provided for by the
terms of an Award as may be authorized by the Committee at the time
of such grant, an Award may be exercised by an Optionee only while
he is an Employee and has maintained Continuous Status as an
Employee since the date of the grant of the Award or within three
months after termination of status as an Employee (but not later
than the date on which the Award would otherwise expire), except if
his Continuous Employment is terminated by reason of (1) "Cause"
(which for purposes hereof shall have the same meaning as defined
in the then existing employment agreement between the Optionee and
the Corporation or any of its Parent or Subsidiaries and, in the
absence of any such agreement, shall have the meaning defined in 12
C.F.R. Section 563.39(b)(1) as in effect on the Effective Date of this
Plan) then the Optionee's rights to exercise such Award shall
expire on the date of such

- 4 -
<PAGE> 5
termination, (2) death, then to the extent that the Optionee would
have been entitled to exercise the Award immediately prior to his
death, such Award of the deceased Optionee may be exercised within two
years from the date of his death (but not later than the date on which
the Award would otherwise expire) by the personal representatives of
his estate or person or persons to whom his rights under such Award
shall have passed by will or by laws of descent and distribution, or
(3) Permanent and Total Disability (as such term is defined in
Section 22(e)(3) of the Code), then to the extent that the Optionee
would have been entitled to exercise the Award immediately prior to
his Permanent and Total Disability, such Award may be exercised
within one year from the date of such Permanent and Total
Disability, but not later than the date on which the Award would
otherwise expire. Notwithstanding the provisions of any Award
which provides for its exercise in installments as designated by
the Committee, such Award shall become immediately exercisable upon
death or Permanent and Total Disability, as defined herein, of the
Optionee.

The Committee's determination whether an Optionee's employment
has ceased, and the effective date thereof, shall be final and
conclusive on all persons affected thereby.

(c) Notwithstanding anything herein to the contrary, in
no event shall any Award granted pursuant to the Plan be
exercisable for six months from the date of grant, except in the
event of the death or Permanent and Total Disability of the
Optionee. In the case of Awards granted prior to stockholder
approval of the Plan as provided at Paragraph 14, herein, the date
of such stockholder approval shall be deemed the date of such
grant.

(d) Options granted under the Plan may include the right
to acquire an Additional Option Right ("AOR"). If an Option grant
contains an AOR, and if a Optionee pays all or part of the purchase
price of the Option with shares of Common Stock held by the
Optionee for at least one (1) year, then upon exercise of the
Option, the Optionee shall be granted an additional Option to
purchase, at the fair market value as of the date of the exercise
of this AOR grant, the number of shares of Common Stock equal to
the number of whole shares of Common Stock used by the Optionee in
payment of the purchase price and the number of whole shares of
Common Stock, if any, withheld by the Corporation as payment for
applicable withholding taxes. An AOR may be exercised no earlier
than one (1) year after its grant and no later than the date of
expiration of the Option to which the AOR is related. Other terms
applicable to the exercise of the AOR shall be the same as those
terms applicable to the Option to which such AOR relates.
Notwithstanding the foregoing, in no case shall such AOR be
exercisable in the event that the delivery of Common Stock upon the
exercise of such AOR shall be deemed (within the sole discretion of
the Committee based upon its review of interpretive letters issued
by the staff of the Securities Exchange Commission pursuant to Rule
16b-3 promulgated under Section 16(b) of the 1934 Act) to reduce
the total number of shares of Common Stock issuable under the Plan
pursuant to Paragraph 3 herein.

9. Stock Appreciation Rights and Change in Control.

(a) The Committee may, but shall not be obligated to,
from time to time, authorize the granting of stock appreciation
rights to, or accept the surrender of previously granted Options
from, such Employees as the Committee shall select. Each stock
appreciation right, including the surrender of previously granted
Options, may either relate to one or more shares subject to a
specific Option or may be granted independently of any Option. The
terms of such stock appreciation rights shall authorize the
Corporation to accept the surrender of the stock appreciation right
or of the right to exercise an Option granted under the Plan (or
portion thereof) in consideration for the payment by the
Corporation of an amount equal to the excess of the fair market
value of the shares of Common Stock subject to such stock
appreciation right or such Option (or portion thereof) surrendered
over the exercise price of the stock appreciation right or the
Option price of such shares, as applicable. Such payment, at the
discretion of

- 5 -
<PAGE> 6
the Committee, may be made in shares of Common Stock valued at the
then fair market value thereof (determined as provided in Paragraph 7
hereof) or in cash or partly in cash and partly in shares of Common
Stock.

(b) Any election by an Optionee to exercise the stock
appreciation rights in this section shall be made during the period
beginning on the third business day following the release for
publication of quarterly or annual financial information and ending
on the twelfth business day following such date. This condition
shall be deemed to be satisfied when the specified financial data
is first made publicly available.

(c) Notwithstanding the provisions of any Award which
provides for its exercise in installments as designated by the
Committee, such Award shall become immediately exercisable in the
event of a change in control or offer to effect a change in
control. At such time, the Optionee shall, at the discretion of
the Committee, be entitled to receive cash in an amount equal to
the excess of the fair market value of the Common Stock (determined
in accordance with Paragraph 7) subject to such Award over the
exercise price, in exchange for the surrender of such Awards by the
Optionee. For purposes of this Section 9, "change in control"
shall refer to the acquisition of the beneficial ownership (as that
term is defined in Rule 13d-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934) of 25 percent or more of
the voting securities of the Corporation by any person or by
persons acting as a group within the meaning of Section 13(d) of
the Securities Exchange Act of 1934; and "offer" shall refer to
every offer to buy or acquire, solicitation of an offer to sell,
tender offer for, or request of invitation for tenders of, the
voting securities of the Corporation for value, as such term is
defined under 12 C.F.R. 563b.3(i). 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. The decision of the Committee as to whether a change in
control, or offer to effect a change in control, has occurred shall
be conclusive and binding.

10. Non-Transferability of Awards.

Awards granted under the Plan may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner
other than (i) by will or by the laws of descent and distribution,
or (ii) pursuant to the terms of a "qualified domestic relations
order" as defined by the Code or by the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations
thereunder. An Award may be exercised, during the lifetime of the
Optionee, only by the Optionee.

11. Effect of Change in Stock Subject to the Plan.

In the event that each of the outstanding shares of Common
Stock (other than shares held by dissenting shareholders) shall be
changed into or exchanged for a different number or kind of shares
of stock of the Corporation or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification,
stock dividend, split-up, combination of shares, or otherwise), then
there shall be substituted for each share of Common Stock or stock
appreciation right then under Award or available for Award the number
and kind of shares of stock into which each outstanding share of
Common Stock (other than shares held by dissenting shareholders) shall
be so changed or for which each such share shall be so exchanged,
together with an appropriate adjustment of the exercise price.

- 6 -
<PAGE> 7
change equitably requires an adjustment in the number, or kind, or
exercise price of shares then subject to an Award or available for
Award, such adjustment shall be made by the Board and shall be
effective and binding for all purposes of the Plan.

12. Time of Granting Awards.

The date of grant of an Award under the Plan shall, for all
purposes other than pursuant to Paragraph 8(c) herein, 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.

13. Effective Date.

The Plan shall become effective upon the commencement of
business activities by the Corporation, which for purposes hereof
shall be deemed to have occurred upon the acquisition of all of the
Association's stock by the Corporation. Awards may be granted
prior to ratification of the Plan by the stockholders of the
Corporation if the exercise of such Awards is subject to such
stockholder ratification of the Plan. The Plan shall continue in
effect for a term of ten years from the Effective Date, unless
sooner terminated under Paragraph 16 of the Plan.

14. Approval by Shareholders.

The Plan shall be approved by stockholders of the Corporation
within twelve (12) months before or after the Effective Date.

15. Modification of Awards.

At any time and from time to time the Board may authorize the
Committee to direct 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 any right or benefit which could not be conferred on him
by the grant of a new Award at such time, or impair the Award
without the consent of the holder of the Award. Notwithstanding
anything to the contrary, and not in limitation of the authority of
the Committee to modify an Award under this Paragraph 15, the
Committee shall have the authority to cancel outstanding Awards
with the consent of the Optionee and to reissue new Awards at a
lower exercise price equal to the then fair market value per share
of Common Stock in the event that the fair market value per share
of Common Stock at any time prior to the date of exercise of
outstanding Awards falls below the exercise price of such Awards.

16. Amendment and Termination of the Plan.

The Board may amend, modify or terminate the Plan except that
no action of the Board may materially increase (other than as
provided in Paragraph 11) the maximum number of shares permitted to
be optioned or become available for the granting of Awards under
the Plan, materially increase the benefits accruing to
participants, 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. Furthermore, with respect to the provisions of
Paragraph 5 hereof that relate to the granting of Options to non-
Employee director of the Corporation and/or the Association, no
amendment shall be made within six months of the date of any other
amendment, other than an amendment made to comport with the Code,
the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder.

- 7 -
<PAGE> 8

No action of the Board may, without the consent of the holder
of the Award, impair any then outstanding Award.

17. Conditions Upon Issuance of Shares.

Shares shall not be issued with respect to any Award 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.

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 in respect of the
non-issuance or sale of such Shares. As a condition to the
exercise of an Award, the Corporation may require the person
exercising 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.

18. Reservation of Shares.

The Corporation, during the term of this Plan, will reserve
and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.

19. Withholding Tax.

Where a Optionee or other person is entitled to receive Shares
pursuant to the exercise of an Award pursuant to the Plan, the
Corporation shall have the right to require the Optionee 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
(which payment may be affected by delivering to the Corporation
shares of Common Stock that he or she already owns, having a value
equal to the amount required to be withheld; the value of shares to
be withheld, or delivered to the Corporation, shall be based on the
fair market value of the shares, as determined in accordance with
Paragraph 7,.on the date the amount of tax to be withheld is to be
determined), or, in lieu thereof, to retain, or sell without
notice, a number of such Shares sufficient to cover the amount
required to be withheld.

20. 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.

- 8 -

<PAGE> 1

EXHIBIT 99.2
UNITED POSTAL BANCORP, INC.
1992 STOCK OPTION PLAN

1. Purpose of the Plan.

The Plan shall be known as the United Postal Bancorp, Inc.
1992 Stock Option Plan (the "Plan"). The purpose of the Plan is to
attract and retain the best available personnel for positions of
substantial responsibility and to provide additional incentive to
officers and key employees of, and consultants to, United Postal
Bancorp, Inc. (the "Corporation") or any present or future parent
or subsidiary of the Corporation to promote the success of the
business. It is intended that options issued pursuant to this Plan
may constitute either incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, or
options that do not so qualify.

2. Definitions.

As used herein, the following definitions shall apply.

(a) "Association" shall mean the United Postal Savings
Association.

(b) "Award" shall mean an Option, stock appreciation
right, or any combination thereof, as provided in the Plan.

(d) "Common Stock" shall mean Common Stock, par value
$.01 per share, of the Corporation.

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

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

(g) "Consultant" shall mean an individual who performs
services for the Corporation or any present or future Parent or
Subsidiary of the Corporation not as an Employee but as an
independent contractor; provided, however, that an individual shall
not be considered to be a Consultant solely on account of being a
Director.

(h) "Continuous Service" or "Continuous Status as an
Employee" shall mean the absence of any interruption or termination
of the Employee's or Consultant's service with the Corporation or
any present or future Parent or Subsidiary of the Corporation.
Service 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.

(i) "Corporation" shall mean the United Postal Bancorp,
Inc., the Parent Corporation of United Postal Savings Association.

(j) "Director" shall mean a member of the Board of the
Corporation.

<PAGE> 2

(k) "Effective Date" shall mean the date specified in
Paragraph 13 hereof.

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

(m) "Option" shall mean an option to purchase Common
Stock granted pursuant to this Plan.

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

(o) "Optionee" shall mean a person who receives an
Option or other Award pursuant to the Plan.

(p) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 424(e) and (g) of the Code.

(q) "Plan" shall mean the United Postal Bancorp, Inc.
1992 Stock Option Plan.

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

(s) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined in
Subsections 424(f) and (g) of the Code.

3. Shares Subject to the Plan.

Except as otherwise required by the provisions of Paragraph 11
hereof, the aggregate number of Shares of Common Stock deliverable
upon the exercise of Awards pursuant to the Plan shall not exceed
200,000 Shares. Such Shares may either be authorized but unissued
or treasury Shares.

If Awards should expire, become unexercisable or forfeited for
any reason without having been exercised in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall have
been terminated, be available for the grant of other Awards under
the Plan.

4. Administration of the Plan.

(a) Composition of Option Committee. The Plan shall be
administered by the Committee which shall consist of not less than
three Directors who are appointed by the Board and who have not
received an Award for the one year prior to becoming a member of
the Committee. All persons designated as members of the Committee
shall be "disinterested persons" within the meaning of Rule 16b-3
of the Securities Exchange Act of 1934 ("1934 Act"). All members
of the Committee shall serve at the pleasure of the Board.

- 2 -
<PAGE> 3
at any meeting at which a quorum is present shall be deemed the action
of the Committee.

(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 each such Employee of or Consultant
to the Corporation or any present or future Parent or Subsidiary as
shall be designated by the Committee; except that non-Employee
Consultants may not be granted incentive stock options within the
meaning of Section 422 of the Code. An Optionee who has been
granted an Award may, if otherwise eligible, be granted an
additional Award or Awards.

The aggregate fair market value (determined pursuant to
Paragraph 7 hereof 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 an Employee during any calendar
year (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 Paragraph, the
Committee may grant Options in excess of the foregoing limitations,
in which case such Options granted in excess of such limitation
shall be treated as Options which are not incentive stock options,
as defined in Section 422 of the Code, pursuant to Section 422(d)
of the Code.

6. Term of Plan; Term of Awards.

7. Exercise Price.

- 3 -
<PAGE> 4

8. Exercise of Award.

(b) Exercise During Continuous Service or Following
Death or Disability. Except as may be specifically provided for by
the terms of an Award as may be authorized by the Committee at the
time of such grant, an Award may be exercised by an Optionee only
while he has maintained Continuous Service since the date of the
grant of the Award or within three months after termination of his
Continuous Service (but not later than the date on which the Award
would otherwise expire), except if his Continuous Service
terminates by reason of (1) "Cause" (which for purposes hereof
shall have the same meaning as defined in the then existing
employment agreement between the Optionee and the Corporation or
any of its Parent or Subsidiaries and, in the absence of any such
agreement, shall have the meaning defined in 12 C.F.R.
Section 563.39(b)(1) as in effect on the Effective Date of this Plan)
then the Optionee's rights to exercise such Award shall expire on
the date of such termination, (2) death, then to the extent that
the Optionee would have been entitled to exercise the Award
immediately prior to his death, such Award of the deceased Optionee
may be exercised within two years from the date of his death (but
not later than the date on which the Award would otherwise expire)
by the personal representatives of his estate or person or persons
to whom his rights under such Award shall have passed by will or by
laws of descent and distribution, or (3) Permanent and Total
Disability (as such term is defined in Section 22(e)(3) of the
Code), then to the extent that the Optionee would have been
entitled to exercise the Award immediately prior to his Permanent
and Total Disability, such Award may be exercised within one year
from the date of such Permanent and Total Disability, but not later
than the date on which the Award would otherwise expire.
Notwithstanding the provisions of any Award which provides for its
exercise in installments as designated by the Committee, such Award
shall become immediately exercisable upon death or Permanent and
Total Disability, as defined herein, of the Optionee.

The Committee's determination whether an Optionee's Continuous
Service has ceased, and the effective date thereof, shall be final
and conclusive on all persons affected thereby.

- 4 -
<PAGE> 5

9. Stock Appreciation Rights and Change in Control.

(a) The Committee may, but shall not be obligated to,
from time to time, authorize the granting of stock appreciation
rights to, or accept the surrender of previously granted Options
from, such Employees or Consultants as the Committee shall select.
Each stock appreciation right, including the surrender of
previously granted Options, may either relate to one or more shares
subject to a specific Option or may be granted independently of any
Option. The terms of such stock appreciation rights shall
authorize the Corporation to accept the surrender of the stock
appreciation right or of the right to exercise an Option granted
under the Plan (or portion thereof) in consideration for the
payment by the Corporation of an amount equal to the excess of the
fair market value of the shares of Common Stock subject to such
stock appreciation right or such Option (or portion thereof)
surrendered over the exercise price of the stock appreciation right
or the Option price of such shares, as applicable. Such payment,
at the discretion of the Committee, may be made in shares of Common
Stock valued at the then fair market value thereof (determined as
provided in Paragraph 7 hereof) or in cash or partly in cash and
partly in shares of Common Stock.

- 5 -
<PAGE> 6

request of invitation for tenders of, the voting securities of the
Corporation for value, as such term is defined under 12 C.F.R.
563b.3(i). 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. The decision of
the Committee as to whether a change in control, or offer to effect a
change in control, has occurred shall be conclusive and binding.

10. Non-Transferability of Awards.

11. Effect of Change in Stock Subject to the Plan.

In the event that each of the outstanding shares of Common
Stock (other than shares held by dissenting shareholders) shall be
changed into or exchanged for a different number or kind of shares
of stock of the Corporation or of another corporation (whether by
reason of merger, consolidation, recapitalization,
reclassification, stock dividend, split-up, combination of shares,
or otherwise), then there shall be substituted for each share of
Common Stock or stock appreciation right then under Award or
available for Award the number and kind of shares of stock into
which each outstanding share of Common Stock (other than shares
held by dissenting shareholders) shall be so changed or for which
each such share shall be so exchanged, together with an appropriate
adjustment of the exercise price.

In the event there shall be any change in the number of, or
kind of, issued shares of Common Stock, or of any stock or other
securities into which such Common Stock shall have been changed, or
for which it shall have been exchanged, then if the Committee
shall, in its discretion, determine that such change equitably
requires an adjustment in the number, or kind, or exercise price of
shares then subject to an Award or available for Award, such
adjustment shall be made by the Board and shall be effective and
binding for all purposes of the Plan.

12. Time of Granting Awards.

13. Effective Date.

- 6 -
<PAGE> 7

14. Approval by Shareholders.

The Plan shall be approved by stockholders of the Corporation
within twelve (12) months before or after the Effective Date.

15. Modification of Awards.

16. Amendment and Termination of the Plan.

No action of the Board may, without the consent of the holder
of the Award, impair any then outstanding Award.

17. Conditions Upon Issuance of Shares.

18. Reservation of Shares.

The Corporation, during the term of this Plan, will reserve
and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.

- 7 -
<PAGE> 8

19. Withholding Tax.

Where an Optionee or other person is entitled to receive
Shares pursuant to the exercise of an Award pursuant to the Plan,
the Corporation shall have the right to require the Optionee 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 (which payment may be affected by delivering to the
Corporation shares of Common Stock that he or she already owns,
having a value equal to the amount required to be withheld; the
value of shares to be withheld, or delivered to the Corporation,
shall be based on the fair market value of the shares, as
determined in accordance with Paragraph 7, on the date the amount
of tax to be withheld is to be determined), or, in lieu thereof, to
retain, or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld.

20. 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.

- 8 -