<PAGE> 1
As Filed With the Securities and Exchange Commission on November 12, 1996
Registration No. 333-09803
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------
AMENDMENT NO. 1
(Post-Effective)
ON FORM S-8
TO FORM S-4
Registration Statement Under
The Securities Act of 1933
----------------------------
MERCANTILE BANCORPORATION INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-0951744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 524
St. Louis, Missouri 63166-0524
(Address of Principal Executive Offices)
TODAY'S BANCORP, INC.
1989 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
----------------------------
JOHN Q. ARNOLD
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 Coburn
Mercantile Bancorporation Inc. One Mercantile Center
P.O. Box 524 St. Louis, Missouri 63101
St. Louis, Missouri 63166-0524 (314) 552-6000
(314) 425-2525
-------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<CAPTION>
Proposed Proposed maximum
Title of each class of Amount to be maximum offering aggregate offering Amount of
securities to be registered registered price per unit price registration fee
- - ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par value <F1> 49,638 N/A N/A <F2>
=================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> The registrant previously paid $17,053.67 with the original
filing on August 8, 1996 to register 1,177,066 shares of
Mercantile Bancorporation Inc. Common Stock, including the
49,637 shares which may be issued pursuant to the TODAY'S
BANCORP, INC. 1989 Non-Qualified Stock Option Plan, as amended.
</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 49,638 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.
333-09803) incorporated herein by reference, for issuance pursuant to
options granted under the TODAY'S BANCORP, INC. 1989 Non-Qualified Stock
Option Plan, as amended (the "Plan"), pursuant to the terms and conditions of
the Agreement and Plan of Merger dated July 9, 1996 by and among the Company,
Mercantile Bancorporation Incorporated of Illinois and TODAY'S BANCORP, INC.
(such transaction was consummated on November 7, 1996).
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) MBI's Report on Form 10-K for the year ended December 31, 1995.
(b) MBI's Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996.
(c) MBI's Current Reports on Form 8-K dated January 16, 1996,
March 11, 1996 and November 6, 1996.
(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 document or part thereof is incorporated by reference in
the Registration Statement, the Company will provide without charge to each
person to whom a Prospectus with respect to the Plan is delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated by reference in the Registration Statement,
excluding exhibits unless such exhibits are specifically incorporated by
reference.
- 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 7 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 is 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 relating to the
acquisition of TODAY'S BANCORP, INC. to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 7th day of November, 1996.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
MERCANTILE BANCORPORATION INC.
By/s/ Thomas H. Jacobsen
--------------------------------
Thomas H. Jacobsen
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. Jacobsen Chairman of the Board, November 7, 1996
- - ------------------------------ President, Chief Executive
Thomas H. Jacobsen Officer and Director
Principal Executive Officer
/s/ John Q. Arnold Senior Executive Vice President November 7, 1996
- - ------------------------------ and Chief Financial Officer
John Q. Arnold
Principal Financial Officer
/s/ Michael T. Normile Senior Vice President - Finance November 7, 1996
- - ------------------------------ and Control
Michael T. Normile
Principal Accounting Officer
<F*> Director November 7, 1996
- - --------------------------------
Harry M. Cornell, Jr.
<F*> Director November 7, 1996
- - --------------------------------
William A. Hall
- 5 -
<PAGE> 6
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<F*> Director November 7, 1996
- - --------------------------------
Thomas A. Hays
<F*> Director November 7, 1996
- - --------------------------------
Frank Lyon, Jr.
<F*> Director November 7, 1996
- - --------------------------------
Edward A. Mueller
<F*> Director November 7, 1996
- - --------------------------------
Robert W. Murray
<F*> Director November 7, 1996
- - --------------------------------
Harvey Saligman
<F*> Director November 7, 1996
- - --------------------------------
Craig D. Schnuck
<F*> Director November 7, 1996
- - --------------------------------
Robert L. Stark
<F*> Director November 7, 1996
- - --------------------------------
Patrick T. Stokes
<F*> Director November 7, 1996
- - --------------------------------
John A. Wright
</TABLE>
<F*>By/s/ Thomas H. Jacobsen
-----------------------------------
Thomas H. Jacobsen
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.
- 6 -
<PAGE> 7
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
- - ----------- ----
<S> <C> <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*>
5.1 Opinion of Thompson Coburn as to the legality of the securities
being registered.<F**>
10.1 Northwest Illinois Bancorp, Inc. Nonqualified Stock Option Plan,
as amended.<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 Coburn (included in Exhibit 5.1).
24.1 Power of Attorney.<F*>
<FN>
- - --------------
<F*> Previously filed
<F**> Filed herewith
</TABLE>
- 7 -
<PAGE> 1
Exhibit 5.1
-----------
Thompson Coburn
Attorneys at Law
One Mercantile Center
St. Louis, Missouri 63101-1693
314-552-6000
FAX 314-552-7000
November 12, 1996
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Amendment No. 1 on Form S-8 to Form S-4 -- 49,637 Shares of
Mercantile Bancorporation Inc. Common Stock, $5.00 Par Value
------------------------------------------------------------
Ladies and Gentlemen:
We refer you to the post-effective amendment on Form S-8 to Form S-4
(File No. 333-09803) filed by Mercantile Bancorporation Inc. (the "Company")
on November 12, 1996 (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 49,637
shares of the Company's common stock, $5.00 par value (the "Shares"),
pursuant to the TODAY'S BANCORP, INC. 1989 Non-Qualified Stock Option Plan
(the "Plan"), all as provided in the Registration Statement. In rendering
the opinions set forth herein, we have examined such corporate records of
the Company, such laws and such other information as we have deemed
relevant, including the Company's Restated Articles of Incorporation and
Bylaws, as amended and currently in effect, the resolutions adopted by the
Executive Committee of the Company's Board of Directors relating to the
Plan, certificates received from state officials and statements we have
received from officers and representatives of the Company. In delivering
this opinion, the undersigned assumed the genuineness of all signatures; the
authenticity of all documents submitted to us as originals; the conformity
to the originals of all documents submitted to us as certified, photostatic
or conformed copies; the authenticity of the originals of all such latter
documents; and the correctness of statements submitted to us by officers and
representatives of the Company.
Based only on the foregoing, the undersigned is of the opinion that:
1. The Company has been duly incorporated and is validly existing under the
laws of the State of Missouri; and
2. The Shares to be issued by the Company pursuant to the Registration
Statement have been duly authorized by the Company and, when issued by the
Company in accordance with the Plan, will be duly and validly issued and
will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson Coburn
<PAGE> 1
Exhibit 10.1
------------
NORTHWEST ILLINOIS BANCORP, INC.
NONQUALIFIED STOCK OPTION PLAN, AS AMENDED
1. Purpose.
The purpose of the Northwest Illinois Bancorp, Inc.
Nonqualified Stock Option Plan (the "Plan") as hereinafter
set forth, is to enable Northwest Illinois Bancorp, Inc., an
Illinois corporation (the "Corporation"), and its subsidiary
banks to attract, retain, and reward key managerial
employees, by offering them an opportunity to have a greater
proprietary interest in and closer identity with the
Corporation and with its financial success. The Plan is not
intended to be a plan within the meaning of that term in
Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"). Proceeds of cash or property received
by the Corporation for the sale of Northwest Illinois
Bancorp, Inc. Common Stock ("Common Stock") pursuant to
options granted under the Plan will be used for general
corporate purposes.
2. Administration.
The Plan shall be administered by a committee (the
"Committee") appointed by the board of directors of the
Corporation (the "Board"), and composed of at least three
Board members who are members of the Compensation Committee
of the Board. All members of the Committee shall be made up
of persons who, at the time such Committee members exercise
their discretion with respect to the Plan, are not, and were
not at any time during the prior 12-month period, eligible
for selection as a person to whom options may be granted
pursuant to the Plan, or pursuant to any other plan of the
Corporation or any of its affiliates entitling the
participants therein to acquire stock, options, or stock
appreciation rights of the Corporation or any of its
affiliates (hereafter referred to as a "Board member
eligible to receive options"). Subject to the express
provisions of the Plan, the Committee may interpret the
Plan, prescribe, amend, and rescind rules and regulations
relating to it, determine the terms and provisions of the
respective participants' agreements (which need not be
identical), and make such other determinations as it deems
necessary or advisable for the administration of the Plan.
The decisions of the Committee on matters within their
jurisdiction under the Plan shall be conclusive and binding.
No members of the Board or the Committee shall be liable for
any action taken or determination made in good faith.
3. Eligibility.
Options may be granted under this Plan only to key
managerial employees of the Corporation or its subsidiaries.
<PAGE> 2
the Committee shall determine, within the provisions of the
Plan, those key managerial employees to whom, and the time
or times at which, options shall be granted. In making such
determinations, the Committee may take into account the
nature of the services rendered by the employee, his or her
present and potential contributions to the Corporation's
success, and such other factors as the Committee in its
discretion shall deem relevant.
4. Granting of Options.
a. Powers of the Committee.
The Committee shall execute its powers in accordance
with the provisions of the Plan, and shall determine,
in accordance with the provisions of the Plan, the
number of shares of Common Stock to be subject to each
option, the duration of each option, the exercise price
(option price) under each option, the time or times
within which (during the term of the option) all or
portions of each option may be exercised, and whether
cash, Common Stock, or other property may be accepted
in full or partial payment upon exercise of a stock
option.
b. Number of Options.
i. As soon as practicable after the date an employee
is determined to be eligible under Section 3
hereof, and after each sixth anniversary of such
date, the Committee may, in its discretion, grant
to such eligible employee a number of options
equal to the employee's base salary on the date on
which such options are granted multiplied by a
compensation factor, and such product shall be
divided by the option price determined under
Section 6(a) hereof. For purposes of the
preceding sentence, the compensation factor shall
be determined by the Committee, in its discretion,
but shall not exceed 2.0 for the President and
Chief Executive Officer of the Corporation and 1.5
for any other eligible employee.
ii. The Committee may, in its discretion, grant
additional options to an eligible employee in an
amount equal to the following:
1. the number of options exercised by the
eligible employee under the provisions of the
Plan, or
2. the number of options equal to the amount
described in paragraph (iii) below, less the
- 2 -
<PAGE> 3
number of outstanding unexercised options
held by the eligible employee.
iii. For each successive six-year period beginning on
the date an employee is determined to be eligible
under Section 3 hereof, the maximum number of
outstanding unexercised options that may be held
by such eligible employee under this Section 4(b)
shall not exceed the amount under paragraph (i)
above determined using the maximum compensation
factor applicable to such eligible employee.
However, in the event of an increase in an
eligible employee's base salary or compensation
factor during a calendar year, the amount under
paragraph (i) above, determined in accordance with
the preceding sentence, shall be redetermined as
of such calendar year, and the redetermined amount
shall be the maximum number of outstanding
unexercised options that may be held by such
eligible employee under this Section 4(b).
5. Common Stock.
Each option granted under the Plan shall be convertible into
one share of Common Stock, unless adjusted in accordance with the
provisions of Section 7 hereof. Options may be granted for a
number of shares not to exceed, in the aggregate 160,000 shares
of Common Stock ($5.00 par value) of the Corporation, except that
such number of shares shall be adjusted in accordance with the
provisions of Section 7 hereof. Such shares may be either
authorized but unissued shares or reacquired shares. In the
event that any option granted under the Plan expires unexercised,
or is surrendered by a participant for cancellation, or is
terminated or ceases to be exercisable for any other reason
without having been fully exercised, prior to the termination of
the Plan, the shares theretofore subject to such option, or to
the unexercised portion thereof, shall again become available for
new options to be granted under the Plan to any eligible employee
(including the holder of such former option) at an option price
determined in accordance with Section 6(a) hereof, which price
may then be greater or less than the option price of such former
option.
6. Required Terms and Conditions of Options.
The options granted under the Plan shall be in such form and
upon such terms and conditions as the Committee shall from
time to time determine, subject to the provisions of the
Plan, including the following:
a. Option Price.
The option price of each option to purchase Common
Stock shall be at least 100% of the average of the
- 3 -
<PAGE> 4
closing prices of the Common Stock (subject to such
option) on the securities exchange on which such Common
Stock is traded on the 10 most recent trading days
prior to the time such option is granted in accordance
with procedures established by the Committee.
b. Maximum Term.
No option shall be exercisable after the expiration of
six years from the date it is granted.
c. Minimum Term.
No option shall be exercisable until after the
expiration of 12 months from the date it is granted.
d. Termination of an Option.
i. In the event that a participation in the Plan
pursuant to Sections 3 and 4 hereof (the
"Participant") shall cease to be employed by the
Corporation and its subsidiaries for any reason
other than death, "disability", or "substantial
cause" (as defined in this subsection), the
Participant shall, except as provided in Section
6(b) or 7 hereof, exercise his option not later
than three months after such cessation of
employment, but only as to such number of shares
as to which his option was exercisable at the date
of such cessation of employment.
ii. If cessation of employment occurs by reason of the
disability of the Participant (within the meaning
of Section 105(d)(4) of the Code), the Participant
shall exercise his option in accordance with
paragraph (i) above, except that the three-month
period shall be extended to a period of one year.
iii. If employment is terminated at the request of the
Corporation for substantial cause, the
Participant's right to exercise his option shall
terminate at the time of notice of termination of
employment is given by the Corporation to such
Participant. For purposes of this paragraph,
substantial cause shall mean:
1. the commission of a criminal act against, or
in derogation of the interests of, the
Corporation or its subsidiaries;
2. the divulgence of confidential information
about the Corporation or its subsidiaries to
the public;
- 4 -
<PAGE> 5
3. the interference with the relationship
between the Corporation or its subsidiaries
and any major supplier or customer; or
4. the performance of any similar action that
the Committee, in its sole discretion, may
deem to be sufficiently injurious to the
interest of the Corporation or its
subsidiaries to constitute substantial cause
for termination.
iv. If a Participant dies while in the employ of the
Corporation or its subsidiaries, or within three
months after cessation of such employment (except
a cessation of employment described in paragraph
(iii) above), his estate, personal representative,
or the person that acquires his option by bequest
or inheritance or by reason of his death shall,
except as provided in Section 6(b) or 7 hereof,
exercise his option at any time within one year
from the date of his death, but only as to the
number of shares as to which his option was
exercisable on the date of his death.
v. In any such event, unless so exercised within the
period as aforesaid, the option shall terminate at
the expiration of said period. The time of
cessation of employment and whether an authorized
leave of absence or absence on military or
government service shall constitute cessation of
employment, for the purpose of the Plan, shall be
determined by the Committee.
e. Method of Exercise.
Options may be exercised by giving written notice to
the Treasurer of the Corporation, stating the number of
shares of Common Stock with respect to which the option
is being exercised and tendering payment thereof.
Payment for Common Stock, whether in cash or in other
shares of Common Stock, shall be made in full at the
time that an option, or any part thereof, is exercised.
7. Adjustments.
a. The aggregate number of shares of Common Stock with
respect to which options may be granted hereunder, the
number of shares of Common Stock subject to each
outstanding option, and the option price per share for
each such option, may all be appropriately adjusted, as
the Committee may determine, for any increase or
decrease in the number of shares of issued Common Stock
of the Corporation resulting from a subdivision or
consolidation of shares whether through reorganization,
- 5 -
<PAGE> 6
payment of a share dividend or other increase or
decrease in the number of such shares outstanding
effected without receipt of consideration by the
Corporation; provided, however, that no adjustment in
the number of shares with respect to which options may
be granted under the Plan or in the number of shares
subject to outstanding options shall be made except in
the event, and then only to the extent, that such
adjustment, together with all respective prior
adjustments which were not made as a result of this
provision, involves a net change of more than ten
percent of the following:
i. the number of shares of Common Stock with respect
to which options may be granted under the Plan, or
ii. with respect to each outstanding option, the
respective number of shares of Common Stock
subject thereto on the date of grant thereof.
b. Subject to the required action by the stockholders, if
the Corporation shall be a party to a transaction
involving a sale of substantially all its assets, a
merger, or a consolidation, any option granted
hereunder shall pertain to and apply to the securities
to which a holder of the number of shares of Common
Stock subject to the option would have been entitled if
he actually owned the stock subject to the option
immediately prior to the time any such transaction
became effective; provided, however, that all
unexercised options under the Plan may be canceled by
the Corporation as of the effective date of any such
transaction by giving notice to the holders thereof of
its intention to do so, and by permitting the exercise,
during the 30-day period immediately preceding the
effective date of such transaction, of all partly or
wholly unexercised options that the holders thereof
have a right to exercise under the provisions the Plan
at the time such notice is given.
c. In the case of dissolution of the Corporation, every
option outstanding hereunder shall terminate; provided,
however, that each option holder shall have 30 days'
prior written notice of such event, during which time
he shall have a right to exercise his partly or wholly
unexercised options.
d. On the basis of information known to the Corporation,
the Board or the Committee shall make all
determinations under this Section 7, including whether
a transaction involves a sale of substantially all the
Corporation's assets; and all such determinations shall
be conclusive and binding.
- 6 -
<PAGE> 7
8. Option Agreements.
Each Participant shall agree to such terms and conditions in
connection with the exercise of an option, including
restrictions on the deposition of the Common Stock acquired
upon the exercise thereof, as the Committee may deem
appropriate. Option agreements need not be identical. The
certificates evidencing the shares of Common Stock acquired
upon exercise of an option may bear a legend referring to
the terms and conditions contained in the respective option
agreement and the Plan, and the Corporation may place a stop
transfer order with its transfer agent against the transfer
of such shares. If requested to do so by the Committee at
the time of exercise of an option, each Participant shall
execute a certificate indicating that he is purchasing the
Common Stock under such option for investment and not with
any present intention to sell the same.
9. Legal and Other Requirements.
The obligation of the Corporation to sell and deliver Common
Stock under options granted under the Plan shall be subject
to all applicable laws, regulations, rules and approvals,
including, but not by way of limitation, the effectiveness
of a registration statement under the Securities Act of
1933, if deemed necessary or appropriate by the Board, of
the Common Stock reserved for issuance upon exercise of
options. A participant shall have no rights as a
stockholder with respect to any shares covered by an option,
or exercised by him, until the date of delivery of a stock
certificate to him for such shares. No adjustment other
than pursuant to Section 7 hereof shall be made for
dividends or other rights for which the record date is prior
to the date such stock certificate is delivered.
10. Non-transferability.
During the lifetime of an optionee, any option granted to
him shall be exercisable only by him or by his guardian or
legal representative. No option shall be assignable or
transferable, except by will or by the laws of descent and
distribution. The granting of an option shall impose no
obligation upon the optionee to exercise such option or
right.
11. No Contract of Employment.
Neither the adoption of this Plan nor the grant of any
option shall be deemed to obligate the Corporation or any
subsidiary of the Corporation to continue the employment of
any employee for any particular period, nor shall the
granting of an option constitute a request or consent to
postpone the retirement date of any employee.
- 7 -
<PAGE> 8
12. Indemnification of Committee.
In addition to such other rights of indemnification as they
may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the
Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in
connection with the defense of any action, suit or
proceeding (or in connection with any appeal therein), to
which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with
any Plan or any option granted hereunder, and against all
amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected
by the Corporation) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding, except in
relation to matters as to which it shall be adjudged in such
action, suit, or proceeding except in relation to matters as
to which it shall be adjudged in such action, suit, or
proceeding that such Committee member is liable for gross
negligence or misconduct in the performance of his duties;
provided that within 60 days after institution of any such
action, suit or proceeding a Committee member shall in
writing offer the Corporation the opportunity, at its own
expense, to handle and defend the same.
13. Termination and Amendment of the Plan.
The Board, acting by a majority of its members (exclusive of
Board members who are eligible to receive options under this
Plan) without further action on the part of the
stockholders, may from time to time alter, amend, or suspend
the Plan or any option granted hereunder or may at any time
terminate the Plan; provided, however, that the Board may
not:
i. change the total number of shares of Common Stock
available for options under the Plan (except as
provided in Section 7 hereof),
ii. extend the duration of the Plan,
iii. increase the maximum term of options,
iv. decrease the option price or otherwise materially
increase the benefits accruing to Participants
under the Plan, or
v. materially modify the eligibility requirements of
the Plan;
and provided further that no such action shall
materially and adversely affect any outstanding options
without the consent of the respective optionees.
- 8 -
<PAGE> 9
14. Effective Date of Plan.
The Plan shall become effective upon adoption by the Board.
- 9 -
<PAGE> 1
Exhibit 23.1
------------
Independent Auditors' Consent
-----------------------------
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the use of our reports incorporated herein by reference in the
Form S-8 Registration Statement No. 333-09803.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
November 12, 1996
