<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Mercantile Bancorporation Inc.
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
Mercantile P.O. Box 524 MERCANTILE
Bancorporation St. Louis, MO 63166-0524
Inc.
THOMAS H. JACOBSEN
Chairman of the Board
and Chief Executive Officer
March 21, 1996
DEAR SHAREHOLDER:
You are cordially invited to attend our Annual Meeting of
Shareholders, which will be held at 10:00 am on Thursday, April 25,
1996.
The meeting will be in Salon I of The Ritz-Carlton, St. Louis, 100
Carondelet Plaza, Clayton, Missouri 63105. A special card admitting you
to the meeting is attached to the proxy. Please detach and present it
at the door when you arrive.
The Notice of Annual Meeting, proxy statement, and proxy card which
accompany this letter outline the matters on which action is expected
to be taken at this meeting. The Board of Directors respectfully
requests that you vote in favor of our proposed slate of directors.
Whether or not you are able to attend the meeting, we would
appreciate your dating, signing and mailing the enclosed proxy card as
promptly as convenient in the return envelope that is enclosed. If you
do attend the meeting, you may revoke your proxy and vote your shares
in person.
Our Annual Report for 1995 has been mailed to you under separate
cover.
Thank you for your continued support.
Sincerely,
/s/Thomas H. Jacobsen
<PAGE> 3
Notice: Mercantile MERCANTILE
Annual Meeting Bancorporation
of Shareholders Inc.
April 25, 1996
The Annual Meeting of Shareholders of Mercantile Bancorporation Inc.
will be held in Salon I of The Ritz-Carlton, St. Louis, 100 Carondelet
Plaza, Clayton, Missouri 63105, on Thursday, April 25, 1996, at 10:00
am, for the following purposes:
1. To elect three directors in Class II for terms of three years
expiring in 1999.
2. To elect one director in Class I for a term of two years expiring
in 1998.
3. To elect one director in Class III for a term of one year expiring
in 1997.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 11,
1996, are entitled to notice of and to vote at the meeting.
THOMAS H. JACOBSEN
Chairman of the Board
and Chief Executive Officer
March 21, 1996
3
<PAGE> 4
Proxy Mercantile MERCANTILE
Statement Bancorporation
Inc.
This proxy statement and the form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors
of Mercantile Bancorporation Inc. ("Mercantile" or the "Corporation")
to be voted at the Annual Meeting of Shareholders to be held on
Thursday, April 25, 1996, on the matters set forth in the accompanying
Notice of Annual Meeting. Any shareholder giving a proxy may revoke it
at any time prior to it being voted. Revocation may be made effective
by giving a later dated proxy or written notice to the Secretary or to
the election inspectors for the Annual Meeting of Shareholders at any
time prior to the time the proxy is voted. Unless so revoked, all
shares represented by proxies in the enclosed form that are properly
executed and received in time for the vote will be voted.
Mercantile will bear the entire cost of soliciting proxies in the
enclosed form. Solicitation will be by mail, and directors and officers
of Mercantile and its subsidiaries may solicit proxies personally, by
telephone or other means, but such persons will not be specially
compensated for such services. Mercantile has retained Morrow & Co. to
assist in the solicitation of proxies on its behalf for a fee of
approximately $5,500 plus expenses.
Only shareholders of record at the close of business on March 11,
1996, are entitled to notice of and to vote at the meeting. On that
date there were 63,119,043 shares of Mercantile's Common Stock
outstanding, with each share being entitled to one vote. The election
inspectors will treat abstentions as shares that are present and voting
for purposes of determining the presence of a quorum and the approval
of any matter submitted to the shareholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as
to certain shares to vote on a particular matter, those shares will not
be considered as present and voting with respect to that matter.
Cumulative voting, as required by Mercantile's By-Laws, is applicable
to all elections of directors. In the election of Class II directors,
this means that a shareholder is entitled to cast as many votes as
shall equal the number of shares of Common Stock of Mercantile owned
multiplied by three, the number of directors in Class II to be elected
at this Annual Meeting. A shareholder may cast all votes for a single
candidate or may distribute them among two or more candidates as the
shareholder may decide. Each duly executed proxy in the form enclosed
will be voted equally for all nominees as listed on such proxy, unless
otherwise directed in the proxy. If a shareholder gives a proxy in the
form enclosed but withholds authority to vote for one or more of the
nominees listed on the proxy, the number of votes represented by such
shareholder's proxy shall be divided equally, to the extent practicable
without creating fractional votes, among the remaining nominees. Since
only one director will be elected in each of Class I and Class III at
this Annual Meeting, cumulative voting will not be possible in such
elections.
4
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
<TABLE>
The following table sets forth the name and address of each
beneficial owner of five percent or more of Mercantile's Common Stock
known to Mercantile, showing the amount and nature of such beneficial
ownership and percent of class:
<CAPTION>
PERCENT OF
CLASS OF
COMMON
NAME AND ADDRESS AMOUNT AND NATURE STOCK, $5.00 PAR
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP VALUE<F1>
------------------- ----------------------- ----------------
<C> <S> <C>
Mercantile Bank of St. Louis Sole Voting Power......................... 3,154,639
National Association<F2> Shared Voting Power....................... 514,164
("Mercantile Bank" or "MBSL") Sole Investment Power..................... 3,541,032
P.O. Box 387 Shared Investment Power................... 1,290,172
St. Louis, Missouri 63166 Total................................... 5,391,154 8.54%
Mr. Frank Lyon, Jr.<F3> Sole Voting Power......................... 4,553,262
One Riverfront Place Shared Voting Power............................... 0
Suite 400 Sole Investment Power..................... 4,553,262
North Little Rock, Arkansas 72114 Shared Investment Power........................... 0
Total................................... 4,553,262 7.21%
<FN>
- -----
<F1>Based upon 63,119,043 shares outstanding at March 11, 1996.
<F2>Includes shares beneficially owned as of February 29, 1996, by
Mercantile Bank of St. Louis National Association ("Mercantile Bank")
and certain other affiliates of Mercantile. Mercantile has been
advised that the shares held as sole fiduciary by Mercantile Bank and
such affiliates will be voted at the Annual Meeting for each of the
persons nominated by the Board of Directors for election as a director
and for the proposal to grant discretionary authority to transact such
other business as may come before the meeting. Mercantile Bank and
such affiliates will also recommend to all co-trustees and
co-executors that they vote in a similar manner.
<F3>Based upon information contained in a Schedule 13G dated February 8,
1996, as amended, and filed with the Securities and Exchange
Commission, Frank Lyon, Jr. is the indirect beneficial owner of such
shares, which are held of record by the Lyon 72/95 Limited Partnership
(1,801,903 shares) and the Lyon 87/95 Limited Partnership (2,751,359
shares).
</TABLE>
ELECTION OF DIRECTORS
One of the purposes of the meeting is to elect three directors in
Class II to serve for terms of three years expiring in 1999, one
director in Class I to serve for a term of two years expiring in 1998
and one director in Class III to serve for a term of one year expiring
in 1997. The persons named on the enclosed form of proxy intend to vote
all duly executed proxies received "FOR" the election to the Board of
Directors of each of the nominees, except as otherwise directed in any
proxy. The three nominees receiving the highest number of votes in the
Class II election will be elected as Class II directors and the nominee
receiving the highest number of votes in each of the Class I and Class
III elections will be elected as a Class I or Class III director, as
the case may be. Except for William A. Hall, none of the nominees for
election as directors in Class II are currently directors of
Mercantile. Each of the nominees for election in Class I and Class III
is currently a director of Mercantile.
In the event any nominee declines or is unable to serve, it is
intended that the proxies for the election of such nominee will be
voted for a successor nominee designated by the Board of Directors. The
Board of Directors has no reason to believe that any nominee will
decline or be unable to serve if elected.
The name, age as of the date of the Annual Meeting, principal
occupation or position and other directorships with respect to the
nominees and the other directors whose terms of office as directors
will continue after the meeting are set forth below. Each of the
directors or nominees has held the currently listed position or another
executive position with the same employer for more than five years
except as set forth beside his name.
5
<PAGE> 6
CLASS II-TO BE ELECTED FOR A TERM OF THREE YEARS EXPIRING IN 1999
WILLIAM A. HALL, 50-Director beginning in 1993; Assistant to the
Chairman, Hallmark Cards, Inc., manufacturer of greeting cards and
related products; Director of Payless Cashways, Inc.
EDWARD A. MUELLER, 48-Nominee for Director; President, and Chief
Executive Officer and Director of Southwestern Bell Telephone Company
since July 1995. Mr. Mueller served for more than five years prior
thereto in various capacities with other affiliates of SBC
Communications, Inc.
ROBERT W. MURRAY, 61-Nominee for Director; Chairman of the Board of
Hawkeye Bank, Des Moines, Iowa, an affiliate of Mercantile, since
January 1996. Mr. Murray served as Chairman and Chief Executive Officer
of Hawkeye Bancorporation from April 1991 to January 1996, and in
various other capacities with Hawkeye Bancorporation prior thereto.
CLASS I-TO BE ELECTED FOR A TERM OF TWO YEARS EXPIRING IN 1998
ROBERT L. STARK, 63-Director beginning in 1993; Dean of University of
Kansas Regents Center, educational institution, since September 1993;
Director of Packer Plastics Inc. and Century Products Co. Mr. Stark
served as Executive Vice President of Hallmark Cards, Inc. from January
1986 to May 1993.
CLASS III-TO BE ELECTED FOR A TERM OF ONE YEAR EXPIRING IN 1997
PATRICK T. STOKES, 53-Director beginning in 1992; President of
Anheuser-Busch, Inc., brewer of beer and other malt beverages.
CLASS I-TO CONTINUE IN OFFICE UNTIL 1998
THOMAS A. HAYS, 63-Director beginning in 1984; Deputy Chairman and
Director of The May Department Stores Company, retail stores; Director
of Union Electric Company.
FRANK LYON, JR., 54-Director beginning in 1995; Director of
Mercantile Bank of Central Arkansas since May 1995. Mr. Lyon served as
Chairman of the Board of TCBankshares Inc. for more than five years
prior to May 1995 and as Chairman of Mercantile Bank of Central
Arkansas from May 1995 to December 1995.
HARVEY SALIGMAN, 57-Director beginning in 1982; Managing Partner of
Cynwyd Investments, real estate investment company; Director of Union
Electric Company.
JOHN A. WRIGHT, 53-Director beginning in 1986; President and Chief
Executive Officer of Big River Minerals Corp., natural resources
investment firm.
CLASS III-TO CONTINUE IN OFFICE UNTIL 1997
HARRY M. CORNELL, JR., 67-Director beginning in 1991; Chairman, and
Chief Executive Officer and Director of Leggett & Platt, Inc.,
manufacturer of components used primarily in the furniture and bedding
industry; Director of Ennis Business Forms, Inc.
THOMAS H. JACOBSEN, 56-Director beginning in 1989; Chairman of the
Board, President and Chief Executive Officer of Mercantile; Director of
Union Electric Company, Student Loan Marketing Association and Trans
World Airlines, Inc.
CRAIG D. SCHNUCK, 47-Director beginning in 1991; Chairman, Chief
Executive Officer and Director of Schnuck Markets, Inc., retail
supermarket chain; Director of Edison Brothers Stores, Inc. and General
American Life Insurance Company.
6
<PAGE> 7
BOARD OF DIRECTORS AND COMMITTEES
During 1995 there were six meetings of the Board of Directors. All of
the directors attended not less than 75% of the aggregate number of
meetings of the Board of Directors and of the committees on which they
served during the year, except Mr. Price<F1> and Mr. Stokes.
The standing committees of the Board of Directors in 1995 included
the Audit Committee, the Community Relations Committee, the
Compensation and Management Development Committee, the Credit Policy
Committee, the Executive Committee and the Nominating and Board Affairs
Committee.
The members of the Audit Committee are Messrs. Richard P. Conerly<F2>,
Chairman, William A. Hall, Patrick T. Stokes, Francis A. Stroble<F1> and
John A. Wright. The Audit Committee met four times in 1995. The duties
of the Audit Committee include meeting with the independent auditors,
management, internal auditors and credit review personnel periodically
to review the work of each and ensure that each is properly discharging
its responsibilities.
The members of the Community Relations Committee are Messrs. Earl K.
Dille<F1>, Chairman, and Craig D. Schnuck. The Community Relations
Committee met two times in 1995. The Community Relations Committee
reviews the implementation and administration of all programs and
initiatives intended to meet the credit needs of the communities served
by the Corporation's banking subsidiaries and acts to ensure compliance
by such subsidiaries with the Community Reinvestment Act and all rules
and regulations promulgated pursuant thereto.
The members of the Compensation and Management Development Committee<F3>
are Messrs. Harry M. Cornell, Jr., Chairman, Thomas A. Hays, and Harvey
Saligman. The Compensation and Management Development Committee, which
met five times in 1995, reviews and approves the salaries of executive
officers of the Corporation and Mercantile Bank, as well as selected
subsidiary chief executive officers, and authorizes all other forms of
executive compensation. The Compensation and Management Development
Committee administers Mercantile's executive incentive plans.
The members of the Credit Policy Committee are Messrs. Earl K. Dille,
Charles H. Price II, and Robert L. Stark. The Credit Policy Committee
met three times in 1995. The Credit Policy Committee reviews the
Corporation's position on credit and credit-related issues and the
policies and guidelines formulated and developed by the Corporation to
manage credit risk levels consistent with such position and with all
applicable laws, rules and regulations.
The members of the Executive Committee are Messrs. Thomas H.
Jacobsen, Chairman, Harry M. Cornell, Jr., Earl K. Dille and Thomas A.
Hays. The Executive Committee may exercise all powers of the Board of
Directors which may lawfully be delegated when the Board of Directors
is not in session. The Executive Committee met four times in 1995.
The members of the Nominating and Board Affairs Committee, which
proposes nominees for election to the Board of Directors, are Messrs.
Thomas A. Hays, Chairman, Thomas H. Jacobsen and Harry M. Cornell, Jr.
The Nominating and Board Affairs Committee will consider written
recommendations of shareholders with regard to potential nominees.
Shareholder recommendations must contain certain information regarding
the potential nominee and comply with certain requirements for
presentation as set forth in Mercantile's By-laws. The Nominating and
Board Affairs Committee met one time in 1995.
[FN]
- -----
<F1>Messrs. Dille, Price and Stroble will resign from the Board of
Directors of the Corporation effective as of the date of the Annual
Meeting of Shareholders.
<F2>Mr. Conerly, having attained age 70 years, will retire from the
Corporation's Board of Directors effective as of the date of the
Annual Meeting of Shareholders.
<F3>Bernard A. Edison, prior to his resignation from the Board in October,
1995, was Chairman of the Compensation and Management Development
Committee. He was succeeded as Chairman by Mr. Cornell. Mr. Edison
continues to serve the Board in an advisory capacity. Mr. Edison
participated in the 1995 compensation decisions but the actual report
of the Compensation and Management Development Committee was prepared
after his resignation.
7
<PAGE> 8
DIRECTORS' FEES
Directors who are not officers of Mercantile or any of its
subsidiaries are paid an annual retainer of $15,000 ($17,000 for
Committee Chairmen), as well as $1,000 for attendance at each meeting
of the Board of Directors and $500 for attendance at meetings of its
standing committees.
Pursuant to the Mercantile Bancorporation Inc. 1994 Stock Incentive
Plan for Non-Employee Directors (the "Director Plan"), each director
not otherwise employed by Mercantile and its subsidiaries receives
stock units ("Stock Units"), each of which is the equivalent of one
share of Mercantile's Common Stock, as additional consideration for
services rendered or to be rendered to the Corporation. Stock Units are
awarded annually at the time of the annual meeting of Mercantile's
shareholders ("Annual Awards"), and quarterly at the time dividends are
payable in respect of Mercantile's Common Stock ("Quarterly Awards").
Stock Units so awarded are credited to accounts (each a "Stock Unit
Account") established by Mercantile for the benefit of each non-
employee director. Annual Awards are limited to the lesser of (a) the
number of Stock Units determined by dividing Ten Thousand Dollars
($10,000.00) by the "Fair Market Value" of Mercantile's Common Stock
(as defined in the Director Plan) at the time of the award, or (b) one
hundred fifty (150). Quarterly Awards of Stock Units will be equal to
(a) the product of the per-share dividend payable with respect to
Mercantile's Common Stock on the date of the award, multiplied by the
number of Stock Units previously credited to a director's Stock Unit
Account, divided by (b) the "Fair Market Value" of a share of
Mercantile's Common Stock on that date. During 1995, non-employee
directors received a total of 3,164 Stock Units in Annual and Quarterly
Awards.
In addition, pursuant to the Director Plan, a non-employee director
can elect to defer until after the termination of services as a
director (or earlier change in control of Mercantile) the receipt of
all or a portion of the retainer and/or fees to which such director is
entitled. Amounts so deferred will be credited, at the option of the
electing director, to either (a) an interest-bearing cash account
established by Mercantile for the benefit of such director (each a
"Cash Account") which will be adjusted for gains or losses based upon
an investment index selected by such director, or (b) such director's
Stock Unit Account. Deferred cash amounts credited to a Stock Unit
Account will be contemporaneously converted to Stock Units on a Fair
Market Value-equivalent basis.
The total number of Stock Units in a non-employee director's Stock
Unit Account and funds, if any, credited to such director's Cash
Account shall be distributed to the director in the form of an
equivalent number of shares of Mercantile's Common Stock and in cash,
respectively, following the termination of service of such director (or
earlier change in control of Mercantile). In lieu of fractional shares
of Mercantile's Common Stock, each director entitled to receive
payments in respect of Stock Units will receive cash in an amount
determined by multiplying the fractional share interest to which such
director would otherwise be entitled by the then Fair Market Value
thereof.
Effective as of March 1, 1996, the Retirement Plan for Directors of
Mercantile was terminated and all accrued benefits thereunder as of
such date were either distributed or credited to deferred compensation
accounts maintained for the directors under the Director Plan.
8
<PAGE> 9
BENEFICIAL OWNERSHIP OF STOCK BY MANAGEMENT
The following information is furnished as of March 11, 1996, to
indicate beneficial ownership of shares of Mercantile's Common Stock by
each director, by each nominee for director and by each executive
officer named in the Summary Compensation Table, individually, and all
directors, nominees and executive officers as a group. Section 16(a) of
the Securities Exchange Act of 1934 requires Mercantile's directors and
executive officers ("Reporting Persons") to file with the Securities
and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of
Mercantile. To Mercantile's knowledge, based solely on its review of
the copies of such reports furnished to Mercantile and written
representations by such directors, nominees and executive officers that
no other reports were required, during the year ended December 31,
1995, all Section 16(a) filing requirements applicable to Reporting
Persons were timely met.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED<F1> STOCK UNITS<F2>
- ------------------------ ---------------------- ---------------
<S> <C> <C>
Harry M. Cornell, Jr. ................................................. 2,100 311
William A. Hall........................................................ 4,438<F3> 311
Thomas A. Hays......................................................... 5,700<F4> 13,339
Thomas H. Jacobsen..................................................... 476,573<F5> 36,000
Frank Lyon, Jr......................................................... 4,553,262<F6> 312
Edward A. Mueller...................................................... 0 0
Robert W. Murray....................................................... 94,282<F7> 0
Harvey Saligman........................................................ 4,552<F8> 311
Craig D. Schnuck....................................................... 4,250<F9> 311
Robert L. Stark........................................................ 2,317<F10> 1,978
Patrick T. Stokes...................................................... 750 311
John A. Wright......................................................... 1,333<F11> 311
W. Randolph Adams...................................................... 64,954<F12>,<F13> 11,700
Michael J. Gorman...................................................... 288,964<F12>,<F14> 0
Richard C. King........................................................ 198,498<F12>,<F15> 11,026
John W. McClure........................................................ 88,127<F12>,<F16> 11,958
Directors, nominees and executive officers as a group (28 persons)..... 6,458,733<F12> 163,318
<FN>
- -----
<F1>Based on 63,119,043 shares outstanding as of March 11, 1996, director
Frank Lyon, Jr. indirectly beneficially owned 7.21 percent of the
outstanding Common Stock. No other director or executive officer
beneficially owned in excess of one percent of the outstanding Common
Stock. All directors, nominees and executive officers as a group
beneficially owned 10.1% of the outstanding Common Stock and Common
Stock subject to outstanding options exercisable by such directors
and executive officers within 60 days of March 11, 1996. Unless
otherwise noted, each individual named has sole voting and investment
power with respect to all shares listed as beneficially owned.
<F2>Includes Stock Units held in deferred compensation accounts and, with
regard to executive officers, also includes restricted performance
units granted pursuant to Mercantile's 1994 Stock Incentive Plan.
Stock Units are convertible into an equal number of shares of Common
Stock. Restricted performance units become convertible into an equal
number of shares of Common Stock at various times upon the
achievement by Mercantile of certain specified performance targets.
<F3>Mr. Hall holds all of the shares included above in the William Austin
Hall Revocable Trust.
<F4>Mr. Hays holds all of the shares included above in a revocable trust
of which Mr. Hays is grantor, trustee and beneficiary.
<F5>Mr. Jacobsen holds 99,900 shares included above that are restricted
shares subject to forfeiture and reversion back to Mercantile in the
event that Mr. Jacobsen terminates his employment with Mercantile
during specified time periods. Mr. Jacobsen holds 62,550 shares
included above in a trust of which Mr. Jacobsen is trustee. The total
set forth in the table above also includes 307,350 shares subject to
stock options held by Mr. Jacobsen that are either presently
exercisable or which are exercisable within 60 days of March 11,
1996.
9
<PAGE> 10
<F6>Mr. Lyon holds all of the shares included above in two limited
partnerships, the limited partner and sole shareholder of the
corporate general partner of each being revocable trusts of which Mr.
Lyon is the grantor, trustee, and beneficiary.
<F7>The total set forth above includes 35,295 shares which are owned by
Mr. Murray's wife and over which he has no voting or investment
power, and 42,712 shares which are subject to stock options held by
Mr. Murray that are either presently exercisable or exercisable
within 60 days of March 11, 1996.
<F8>Mr. Saligman has disclaimed beneficial ownership of 444 shares
included above which are owned by his wife and 1,669 shares included
above which are owned by his wife as custodian for three children.
Mr. Saligman has no voting or investment power with respect to these
shares.
<F9>Mr. Schnuck holds all of the shares included above jointly with his
wife. Mr. Schnuck has shared voting and investment power with respect
to these shares.
<F10>Mr. Stark holds all of the shares included above in a revocable trust
of which Mr. Stark is grantor, trustee and beneficiary.
<F11>Mr. Wright holds all of the shares included above jointly with his
wife. Mr. Wright has shared voting and investment power with respect
to these shares.
<F12>As of March 11, 1996, Messrs. Adams, Gorman, King and McClure, and
all directors, nominees and executive officers as a group held
25,250, 0, 15,000, 20,000 and 278,525 shares, respectively, included
above that are restricted shares subject to forfeiture by and
reversion back to Mercantile in the event that the executive officer
terminates his employment with Mercantile during specified time
periods. The totals set forth in the table above also include 33,000,
109,149, 16,200, 49,500 and 670,720 shares subject to stock options
held by Messrs. Adams, Gorman, King and McClure, and all directors,
nominees and executive officers as a group, respectively, that are
either presently exercisable or which are exercisable within 60 days
of March 11, 1996.
<F13>Mr. Adams holds 2,335 of the shares included above jointly with his
wife. Mr. Adams has shared voting and investment power with respect
to these shares.
<F14>As of March 11, 1996, Mr. Gorman held 47,989 of the shares included
above jointly with his wife. Mr. Gorman shares voting and investment
power with respect to these shares. In addition, 46,155 of the shares
included above are held by his wife. Mr. Gorman has no investment or
voting power with respect to these shares. Mr. Gorman disclaims
beneficial ownership of 738 shares included above which are held by
his daughter. Mr. Gorman has no investment or voting power with
respect to his daughter's shares.
<F15>Mr. King disclaims beneficial ownership of a total of 50,788 shares,
16,479 of which are held by a family trust, 17,155 of which are held
in an irrevocable trust for the benefit of his daughter, and 17,154
of which are held in an irrevocable trust for the benefit of his son.
<F16>Mr. McClure holds 5,155 of the shares included above jointly with his
wife. Mr. McClure has shared voting and investment power with respect
to these shares. In addition, 277 of the shares included above are
held by his wife. Mr. McClure has no investment or voting power with
respect to these shares.
</TABLE>
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
REPORT TO SHAREHOLDERS REGARDING EXECUTIVE COMPENSATION
OVERALL POLICY
Mercantile's executive compensation program is closely linked to
corporate performance and returns to shareholders. To this end,
Mercantile employs an overall compensation strategy and specific
compensation plans that tie executive compensation to Mercantile's
success in meeting specified performance goals. The overall objectives
in this strategy are to attract and retain the best possible executive
talent, to motivate these executives to achieve the goals contained in
Mercantile's business strategy, to link executive and shareholder
interests through equity-based plans, and to provide a compensation
package that recognizes and rewards individual contributions, including
job performance, as well as overall business results.
Each year the Compensation and Management Development Committee (the
"Committee") conducts a review of Mercantile's executive compensation
program. This review includes a comprehensive assessment of the
effectiveness of Mercantile's compensation program and a comparison of
Mercantile's executive compensation, corporate performance and total
return to shareholders to the bank holding companies
10
<PAGE> 11
included in the Keefe, Bruyette and Woods 50 Index (the "KBW 50
Index"), which consists of 50 of the larger United States bank holding
companies, and which Mercantile has also utilized for the comparison of
total cumulative return to shareholders included in this proxy
statement. While the strongest competitors for executive talent are
believed to be regional bank holding companies with assets of greater
than $15 billion located throughout the United States, competitor
companies for certain executive positions may be non-banking companies.
The Committee determines the compensation of all of the executive
officers who report to Mr. Jacobsen and serve on Mercantile's
Management Executive Committee ("senior management officers") including
the named executive officers whose compensation is detailed in this
proxy statement. The Committee also sets compensation policies for
approximately 260 other officers, comprising the next most highly
compensated officers of Mercantile and its subsidiaries. In reviewing
the individual performance of the officers whose compensation is
detailed in this proxy statement (other than Mr. Jacobsen), the
Committee takes into account the views of Mr. Jacobsen.
The key elements of Mercantile's executive compensation program
consist of base salary, annual performance-based cash incentives, and
stock-based incentives such as stock options, restricted performance
units and restricted stock. The Committee's policies with respect to
each of these elements are discussed below. In addition, while the
elements of compensation described below are considered separately, the
Committee's policies take into account the total compensation package
of each senior management officer, including pension benefits,
supplemental retirement benefits, insurance and other benefits, along
with the programs described below.
BASE SALARIES
Base salaries for senior management officers are initially determined
by evaluating the responsibilities of the position held and the skills,
knowledge, and experience of the individual, and by referring to the
competitive marketplace for executive talent, including a comparison of
base salaries for comparable positions at other companies deemed to be
competitors of Mercantile in the hiring of comparable executive
officers. There is a positive correlation between the asset size of
banking institutions and the salaries of senior management officers;
therefore, base salaries for 1995 for such officers were targeted by
comparison to average salaries paid for comparable positions with banks
included in the KBW 50 on an asset-size adjusted basis.
Salary adjustments in respect of senior management officers are
determined annually by evaluating the competitive marketplace and the
performance of Mercantile and of such officers during the preceding
year and, when applicable, taking into account new responsibilities
assigned to the officer during the year. Each such senior management
officer's performance is, additionally, evaluated on the basis of
achieving specified financial goals, such as annual and long-term net
income, overhead, expense-to-assets ratio, return on asset and return
on equity goals. While these objective criteria are considered in the
final recommendation of the Committee, subjective evaluations are also
considered. No single criteria predominates in this process. Generally
for 1995, senior management officers received base salary increases of
up to 5% over their prior base salary levels. Four senior management
officers had assumed significant additional responsibilities in 1995
and received increases of up to 30% over their prior base salary
levels.
The base salary paid to Mr. Jacobsen in 1995 is thought by the
Committee to be competitive in the external marketplace on an asset-
size adjusted basis and reflective of Mercantile's success in meeting
its financial goals in 1994, and the assessment by the Committee of Mr.
Jacobsen's individual performance. Mr. Jacobsen's 1995 base salary was
increased by 5% over 1994.
ANNUAL INCENTIVES
Each senior management officer is eligible for an annual cash
incentive award. This cash award is designed to provide an incentive
for the participating senior management officers to achieve annual
performance goals which are based on corporate, business unit and
individual measures. For 1995, the target opportunities for such
officers, expressed as a percent of base salary, were based upon the
median of incentive opportunities for similar positions at the
companies included in the KBW 50 Index. Performance objectives
11
<PAGE> 12
for the funding of the annual incentive target opportunities were based
on achievement of net income and return on asset goals set by the
Committee during the first quarter of 1995. The Corporation met both
goals. Additionally, each officer was given specific objectives with
respect to the corporate, business unit and individual performance,
including, but not limited to, asset growth, asset quality, deposit
growth, and productivity improvement. The named officers substantially
met their objectives in 1995. Mr. Jacobsen participates in the 1994
Executive Incentive Compensation Plan which was approved by the
shareholders at the 1994 Annual Meeting of Shareholders. For 1995, Mr.
Jacobsen's incentive target was based on the Corporation's achievement
of strategic objectives for net income, return on assets and
productivity improvement, which objectives were met.
STOCK-BASED INCENTIVES
Under Mercantile's 1994 Stock Incentive Plan, stock options,
restricted performance units and restricted stock may be granted to
senior management officers. The Committee sets guidelines for the size
of stock option, restricted performance unit and restricted stock
awards based on the responsibilities of the position held, the skills,
knowledge and experience of the senior management officer, the
competitive compensation data from the peer group and the Corporation's
financial performance. Stock-based, long-term incentives are targeted
to the 75th percentile practices of the companies included in the KBW
50 index. While such stock-based incentives primarily reflect
competitive practices, past incentive awards are also considered.
Stock options, restricted performance unit awards and restricted
stock are designed to align the interests of senior management officers
with those of the shareholders. Stock options are granted with an
exercise price equal to the market price of the Common Stock on the
date of grant and generally vest over four years beginning one year
following the date of grant. Restricted performance units granted in
1995 will fully or partially vest based upon achievement of
Mercantile's three-year earnings per share growth target. Restricted
stock is generally awarded to senior management officers in recognition
of their value to the Corporation and as a means to ensure their
continued service. Restricted stock awards typically vest over a period
of at least five years. This approach is designed to focus the
executives on the creation of shareholder value over the long term
since the full benefit of the compensation package cannot be realized
unless stock price appreciation occurs over a number of years.
Restricted stock awards granted in 1995 vest over periods of up to six
years.
In 1995, Mr. Jacobsen was awarded 12,000 restricted performance units
and 75,000 shares of restricted stock.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
In 1994 Mercantile adopted stock ownership guidelines for senior
management officers. Such officials as of January 1, 1994, have until
December 31, 1998, to acquire the specified number of shares of
Mercantile's Common Stock. Those who become senior management officers
after that date have five years thereafter to acquire the specified
number of shares. The guidelines for Mr. Jacobsen and line and staff
senior management officers are 78,750, 19,800 and 10,800 shares
respectively.
DEDUCTIBILITY OF EXECUTIVE OFFICER COMPENSATION
The Committee's policy with respect to the tax deductibility of
executive compensation in excess of $1 million is to structure benefit
plans in such a manner that permits the deductibility of such
compensation under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code") when Mercantile can do so without material
change to its overall compensation program.
THE COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE
HARRY M. CORNELL, JR.
(CHAIRMAN)
THOMAS A. HAYS HARVEY SALIGMAN
12
<PAGE> 13
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation of the named
executive officers for each of the last three years:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------- -------------------------------------
OTHER RESTRICTED SECURITIES ALL OTHER
ANNUAL STOCK UNDERLYING COMPEN-
SALARY BONUS COMPENSATION AWARDS<F1> OPTIONS SATION<F2>
NAME & PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($)
- ------------------------- ---- ------ ----- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas H. Jacobsen 1995 $573,600 $516,240 $68,835 $2,737,500 0 $118,330
Chairman and Chief 1994 546,300 477,944 46,099 0 108,000 83,530
Executive Officer 1993 525,300 392,662 32,869 0 150,000 92,828
W. Randolph Adams 1995 $268,763 $147,819 $13,024 855,000 0 $40,356
Chairman and Chief Executive 1994 230,000 145,348 6,840 0 33,750 26,983
Officer, MBSL and 1993 194,500 109,406 5,317 0 30,000 26,360
Mercantile Trust Company N.A.
Michael J. Gorman<F3> 1995 $250,000 $144,000 $726 0 0 $27,634
Chief Retail Banking Strategist 1994 250,000 139,980 N/A 240,013 0 13,255
and Chairman of the 1993 N/A N/A N/A N/A N/A N/A
Executive Committee, MBSL
Richard C. King<F4> 1995 $273,000 $163,800 $8,294 641,250 0 $44,579
President and Chief 1994 260,000 136,481 7,476 0 24,750 33,925
Executive Officer, 1993 250,000 115,000 3,362 0 15,000 40,771
Mercantile Bank
(Kansas City)
John W. McClure 1995 $268,763 $161,257 $14,778 855,000 0 $37,663
Group President, 1994 230,000 134,148 5,879 0 33,750 25,052
Community Banking 1993 206,000 106,605 5,402 0 30,000 28,030
<FN>
- -----
<F1>Restricted stock awarded to Mr. Jacobsen vests at the rate of 25% of
total shares each year, commencing forty-three months from the date of
issuance. Restricted stock awarded to Mr. Adams vests at the rate of
25% of total shares each year, commencing three years from the date of
issuance. Restricted stock awarded to Messrs. King and McClure vests
at the rate of 25% of total shares each year, commencing two years
from the date of issuance. Restricted stock awarded to Mr. Gorman
vested on January 31, 1996. As of December 31, 1995, Messrs. Jacobsen,
Adams, Gorman, King and McClure held an aggregate of 99,900, 27,875,
6,465, 15,000, and 26,450 shares of restricted stock, respectively
(including the restricted stock awards referred to in the table),
having an aggregate value on such date of $4,595,400, $1,282,250,
$297,390, $690,000, and $1,216,700 respectively. Holders of shares of
restricted stock will receive dividends on such shares during the
period of restriction.
<F2>Included in the totals set forth in this column in respect of Messrs.
Jacobsen, Adams, Gorman, King and McClure are the profit sharing
and/or matching contributions of $77,357, $29,214, $27,634, $31,849
and $28,432 for their respective accounts under Mercantile's Horizon
Investment and Savings Plan, Supplemental Savings Plan and Stock
Purchase Plan, and premiums of $40,973, $11,142, $0, $12,730 and
$9,231 paid by Mercantile on non-split dollar life insurance policies
for such officers, respectively, under Mercantile's Management Life
Insurance Plan.
<F3>Mr. Gorman's employment with Mercantile commenced on February 1, 1994.
Mr. Gorman retired from the Company and Mercantile Bank effective
January 31, 1996.
<F4>Mr. King's employment with Mercantile commenced on January 4, 1993.
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
None of the individuals named in the Summary Compensation Table
received stock option grants in the fiscal year ended December 31,
1995.
13
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
The following table sets forth information concerning option
exercises in the fiscal year ended December 31, 1995, and options
remaining unexercised at December 31, 1995, by the individuals named in
the Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT OPTIONS AT FISCAL
FISCAL YEAR-END(#) YEAR-END<F1> ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------------ ---------------------- --------------------
<S> <C> <C> <C> <C>
Thomas H. Jacobsen................. 0 0 240,562/ $5,499,806/
190,688 2,621,698
W. Randolph Adams.................. 0 0 18,750/ 309,375/
48,750 658,125
Michael J. Gorman.................. 41,500 $1,336,703 109,149/ 4,418,972/
-0- -0-
Richard C. King.................... 0 0 7,500/ 101,250/
32,250 435,375
John W. McClure.................... 0 0 33,375/ 701,750/
50,625 695,000
<FN>
- -----
<F1>Based on a price per share of $46.00, being the last closing sale
before the 1995 fiscal year end.
</TABLE>
LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
The following table sets forth information concerning stock-based
awards granted to the individuals named in the Summary Compensation
Table in 1995 under the Mercantile 1994 Stock Incentive Plan.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE OR NON-STOCK PRICE-BASED PLANS
SHARES, UNITS OTHER PERIOD ------------------------------
OR OTHER UNTIL MATURATION MINIMUM MAXIMUM
NAME RIGHTS (#)<F1> OR PAYOUT (#) (#)
---- -------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
Thomas H. Jacobsen................. 12,000 1/95 - 12/97 4,800 12,000
W. Randolph Adams.................. 3,900 1/95 - 12/97 1,560 3,900
Michael J. Gorman.................. 0 N/A N/A N/A
Richard C. King.................... 3,900 1/95 - 12/97 1,560 3,900
John W. McClure.................... 3,900 1/95 - 12/97 1,560 3,900
<FN>
- -----
<F1>The named individuals were granted restricted performance units under
the terms of the Mercantile 1994 Stock Incentive Plan. Such restricted
performance units are convertible into an equal number of shares of
Mercantile's Common Stock upon the achievement of specified earnings
per share growth targets. The executives will vest in 40% of the units
if stated minimum performance is achieved with incremental increases
in the percentage of units vested up to 100% or the maximum amount of
the grant in the event that the stated maximum performance is
achieved. Failure to achieve the minimum performance target will
result in forfeiture of the award. In the event of a change in control
of Mercantile, as that term is defined in the 1994 Stock Incentive
Plan, restricted performance units are convertible into shares of
Mercantile's Common Stock in proportion to the time elapsed between
the beginning of the performance period to the change in control date
as related to the entire performance period; the remainder would be
converted into restricted stock on which restrictions would lapse on
the date the performance period is scheduled to end.
</TABLE>
EMPLOYMENT ARRANGEMENTS
None of the senior management officers of Mercantile, including those
named in the Summary Compensation Tables, are parties to any employment
agreements with the Corporation, except Mr. Jacobsen and Mr. Gorman.
The agreements pertaining to Mr. Jacobsen and Mr. Gorman provide that
if the named officer's employment is terminated prior to the end of the
term of his agreement by such officer for good
14
<PAGE> 15
reason or by Mercantile for any reason other than death, disability or
cause, Mercantile will be obligated to continue the then-current base
salary of such officer and all benefits for the remaining term of the
agreement.
Each of the officers named in the Summary Compensation Table (other
than Mr. Gorman) and certain other senior management officers are
protected by substantively similar contractual provisions from a
decrease in compensation, benefits, title or duties for a period of
three years after a change in control of Mercantile. Under such
provisions, each such officer will be entitled to receive an amount
equal to such officer's then-current annual base salary and annual
bonus in the event that such officer remains employed with Mercantile
through the first anniversary of the change in control. Such agreements
additionally provide that if there is a decrease in compensation and
responsibilities of such officer or if such officer's employment is
terminated for any reason other than good cause or if such officer
resigns for good reason (or in the case of Mr. Jacobsen, if Mr.
Jacobsen resigns for any reason within 13 months) after a change in
control, Mercantile will be obligated to pay a lump-sum amount equal to
twice such officer's then-current annual base salary and annual bonus,
plus the value of certain other retirement benefits and other payments
foregone due to the termination, and to continue all employee benefits
through the remaining term of the agreement. If it is determined that
any payments made to an officer pursuant to this agreement would
subject such officer to an excise tax pursuant to Section 4999 of the
Code, Mercantile will also be obligated to pay to such officer an
additional amount sufficient to put the officer in the same after-tax
position as he would have been in had no excise tax been imposed on
such payment.
RETIREMENT PLANS
The following table shows the estimated annual pension benefit
payable to a covered participant at normal retirement age (65) under
Mercantile's qualified Retirement Plan and Trust (the "Retirement
Plan") as well as Mercantile's nonqualified Supplemental Retirement
Plan (the "Supplemental Plan"). The Supplemental Plan provides benefits
to certain participants that would otherwise be denied them by reason
of certain Code limitations on Retirement Plan benefits.
<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE<F1>,<F2>
FINAL AVERAGE -------------------------------------------------------------------------------------
SALARY 10 15 20 25 30
- ------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 300,000...................... $ 49,009 $ 73,514 $ 98,018 $122,523 $147,027
500,000...................... 82,509 123,764 165,018 206,273 247,527
700,000...................... 116,009 174,014 232,018 290,023 348,027
900,000...................... 149,509 224,264 299,018 373,773 448,527
1,100,000...................... 183,009 274,514 366,018 457,523 549,027
1,300,000...................... 216,509 324,764 433,018 541,273 649,527
<FN>
- -----
<F1>The credited years of service for the five individuals listed in the
Summary Compensation Table have been determined to be 14 for Mr.
Jacobsen, 4 for Mr. Adams, 2 for Mr. Gorman, 3 for Mr. King, and 23
for Mr. McClure.
<F2>The maximum amount payable under the Retirement Plan is limited by the
Code to $120,000 annually, subject to cost of living increases after
1995, certain transition rules applicable to benefits accrued before
July 1, 1982, and reduction by reason of contributions under tax-
qualified defined contribution plans maintained by Mercantile. To the
extent benefits under the Retirement Plan are limited by the Code,
they will be paid under the Supplemental Plan.
</TABLE>
Under these plans, eligible employees receive annual retirement
benefits based upon the highest "Average Annual Salary" received for
any period of 60 consecutive months preceding the date of termination
of employment (the "Final Average Salary"). "Average Annual Salary" is
defined as all compensation received by a participant for personal
services performed for Mercantile or a subsidiary as an employee (other
than compensation pursuant to plans, which is specifically excluded by
the terms of the Retirement Plan and the
15
<PAGE> 16
Supplemental Plan). The compensation covered by the definition of
"Average Annual Salary" for each of the five individuals named in the
Summary Compensation Table is equal to the sum of the "Salary" and
"Bonus" columns of the Summary Compensation Table with respect to each
individual. The table above presents annual retirement benefits payable
as a single life annuity under both plans combined. Such retirement
benefits are not subject to reductions for social security benefits or
other offset amounts.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The officers and directors of Mercantile have had and expect to have
transactions with one or more Mercantile subsidiary banks from time to
time. Frank Lyon, Jr., a director of Mercantile, has interests in
entities that lease certain office facilities to subsidiary banks that
were acquired by Mercantile on May 1, 1995. Aggregate lease payments of
approximately $612,000 were paid in 1995 to such entities. Mercantile
has recently exercised options to purchase two of these office
facilities with the purchase price for each such facility to be
determined by two separate fair market value appraisals. The purchase
of the two properties is expected to be consummated in the second
quarter of 1996. Under the terms of the lease agreements in respect of
the remaining facilities, aggregate lease payments for 1996 are
expected to approximate $483,000.
In addition, certain of the officers and directors of Mercantile are
at present, as in the past, customers of one or more Mercantile
subsidiary banks and/or executive officers or principal shareholders of
corporations which are customers of such banks. All such customer
transactions were made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons, and did not involve more than normal risk of collectibility or
present other unfavorable or unusual features.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG MERCANTILE, S&P 500 AND KBW 50 INDICES
The following graph compares quarterly cumulative five-year
shareholder returns (including reinvestment of dividends) on an indexed
basis with the S&P 500 Stock Index and the KBW 50 Index, which is
composed of 50 of the nation's larger banking companies, including all
money-center and most major regional banks.
[GRAPH]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MERCANTILE $100.0 $187.4 $248.6 $239.7 $257.4 $390.9
- -----------------------------------------------------------------------------------------
KBW 50 $100.0 $158.3 $201.7 $212.9 $202.0 $323.5
- -----------------------------------------------------------------------------------------
S & P 500 $100.0 $130.5 $140.4 $154.6 $156.6 $215.5
- -----------------------------------------------------------------------------------------
</TABLE>
16
<PAGE> 17
INDEPENDENT AUDITORS
The firm of KPMG Peat Marwick has been selected as Mercantile's
independent auditors for 1996. They were also Mercantile's independent
auditors for 1995. A representative of KPMG Peat Marwick is expected to
be present at the Annual Meeting of Shareholders. The representative
shall have an opportunity to make a statement, if such representative
desires to do so, and will be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
All proposals of shareholders, including nominations of directors,
intended to be presented at the 1997 Annual Meeting of Shareholders
must be received in writing by the Corporate Secretary at Mercantile
Bancorporation Inc., P.O. Box 524, St. Louis, Missouri 63166-0524, by
November 22, 1996, in order to be considered for inclusion in
Mercantile's Proxy Statement and proxy for the 1997 meeting.
DISCRETIONARY AUTHORITY
The Board of Directors does not intend to present at the Annual
Meeting of Shareholders any business other than that referred to in the
accompanying Notice of Annual Meeting. It was not aware, as of a
reasonable time before this solicitation of proxies, of any other
matters which may properly be presented for action at the meeting. If
any other matters should properly come before the meeting, the persons
named in the enclosed form of proxy will have discretionary authority
to vote the proxies granting them such authority in accordance with
their best judgment in the interest of Mercantile.
March 21, 1996
- ------------------------------------------------------------------------
A COPY OF THE 1995 ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY MERCANTILE MAY BE OBTAINED BY
ANY SHAREHOLDER, WITHOUT CHARGE, UPON WRITTEN REQUEST TO JON W.
BILSTROM, GENERAL COUNSEL AND SECRETARY, MERCANTILE BANCORPORATION
INC., P.O. BOX 524, ST. LOUIS, MISSOURI 63166-0524.
- ------------------------------------------------------------------------
17
<PAGE> 18
MERCANTILE BANCORPORATION INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
April 25, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) T.H. JACOBSEN, J.H.
BEIRISE and J.W. BILSTROM, and each of them, with or without the
others, proxies, with full power of substitution, to vote on the
following matters as directed hereon all shares of stock of
Mercantile Bancorporation Inc. (the "Corporation") that the
undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Corporation to be held in Salon I of The
Ritz-Carlton, St. Louis, 100 Carondelet Plaza, Clayton, Missouri,
63105, on Thursday, April 25, 1996, at 10:00 A.M., local time,
and all adjournments thereof, all in accordance with and as more
fully described in the Notice and accompanying Proxy Statement
for such meeting, receipt of which is hereby acknowledged.
1. Election of Class II Directors
Election of three Class II directors to hold office for terms
of three years expiring in 1999 or until their successors
shall have been duly elected and qualified.
NOMINEES: WILLIAM A. HALL, EDWARD A. MUELLER AND ROBERT W.
MURRAY
2. Election of Class I Director
Election of nominee ROBERT L. STARK as a Class I director to
hold office for a term of two years expiring in 1998 or
until his successor shall have been duly elected and
qualified.
3. Election of Class III Director
Election of nominee PATRICK T. STOKES as a Class III
director to hold office for a term of one year expiring in
1997 or until his successor shall have been duly elected and
qualified.
4. In their discretion, upon any other business which may
properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
ALL NOMINEES AND THE PROPOSAL LISTED. THE PROXIES CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE SIDE
1
<PAGE> 19
1. Election of Class II Directors (see reverse)
/ / FOR / / WITHHELD
For, except vote withheld from the following nominee(s):
-----------------------------------------------------------------------
2. Election of Class I Director (see reverse)
/ / FOR / / WITHHELD
3. Election of Class III Director (see reverse)
/ / FOR / / WITHHELD
4. In their discretion, upon any other business which may properly come
before the meeting
/ / FOR / / AGAINST / / ABSTAIN
(change of address)
----------------------------------------
----------------------------------------
----------------------------------------
If you have written in the above space, please mark the corresponding
box on this card.
5. / / Check here if address change is noted
6. / / Check here if you will attend meeting
SIGNATURE(S):___________________________________ DATE:_______________
SIGNATURE(S):___________________________________ DATE:_______________
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.
2
<PAGE> 20
APPENDIX
The Comparison of Five-Year Cumulative Total Return graph which
appears on page 17 of the printed proxy, is being transmitted in
a format which can be processed by EDGAR.
