<PAGE> 1
As Filed With the Securities and Exchange Commission on May 10, 1996
Registration No. 33-65087
===============================================================================
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)
METRO SAVINGS BANK, FSB
1989 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>
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum offering aggregate offering registration fee
price per unit price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5.00 par value <F1> 1,366 N/A N/A <F2>
====================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> The registrant previously paid $2,053.51 with the original filing
on December 15, 1995 to register 199,446 shares of Mercantile
Bancorporation Inc. Common Stock, including the 1,366 shares
which may be issued pursuant to the Metro Savings Bank, FSB 1989
Stock Option Plan.
</TABLE>
---------------
This amendment shall become effective in accordance with the provisions of Rule
464 promulgated under the Securities Act of 1933.
<PAGE> 2
The undersigned registrant hereby files this post-effective amendment
(the "Registration Statement") to register on Form S-8 shares of Mercantile
Bancorporation Inc. (hereinafter the "Company" or the "Registrant") Common
Stock, $5.00 par value, and attached Preferred Share Purchase Rights of the
Company, previously registered on Form S-4 (File No. 33-65087) incorporated
herein by reference, for issuance pursuant to options granted under the Metro
Savings Bank, FSB 1989 Stock Option Plan (the "Plan"), pursuant to the terms
and conditions of the Agreement and Plan of Reorganization dated September 15,
1995 by and among the Company, Mercantile Bancorporation Incorporated of
Illinois and Metro Savings Bank, F.S.B. (such transaction was consummated on
March 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 Report on Form 10-Q for the quarter ended
March 31, 1996.
(c) MBI's Current Reports on Form 8-K dated January 16, 1996
and March 11, 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.
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
- 2 -
<PAGE> 3
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.
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<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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on the 10th day of May, 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
--------- ----- ----
<C> <S> <C>
/s/ Thomas H. Jacobsen Chairman of the Board, May 10, 1996
- ---------------------------------- President, Chief Executive
Thomas H. Jacobsen Officer and Director
Principal Executive Officer
/s/ John Q. Arnold Senior Executive Vice President May 10, 1996
- ---------------------------------- and Chief Financial Officer
John Q. Arnold
Principal Financial Officer
/s/ Michael T. Normile Senior Vice President - Finance May 10, 1996
- ---------------------------------- and Control
Michael T. Normile
Principal Accounting Officer
<F*> Director May 10, 1996
- ----------------------------------
Harry M. Cornell, Jr.
<F*> Director May 10, 1996
- ----------------------------------
William A. Hall
- 5 -
<PAGE> 6
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
<F*> Director May 10, 1996
- ----------------------------------
Thomas A. Hays
<F*> Director May 10, 1996
- ----------------------------------
Frank Lyon, Jr.
Director
- ----------------------------------
Edward Mueller
- ----------------------------------- Director
Robert W. Murray
<F*> Director May 10, 1996
- ----------------------------------
Harvey Saligman
<F*> Director May 10, 1996
- ----------------------------------
Craig D. Schnuck
<F*> Director May 10, 1996
- ----------------------------------
Robert L. Stark
<F*> Director May 10, 1996
- ----------------------------------
Patrick T. Stokes
<F*> Director May 10, 1996
- ----------------------------------
John A. Wright
<F*>By /s/ Thomas H. Jacobsen
------------------------------------
Thomas H. Jacobsen
</TABLE>
Thomas H. Jacobsen, by signing his name hereto, does sign this
document on behalf of the persons named above, pursuant to a power
of attorney duly executed by such persons and previously filed.
- 6 -
<PAGE> 7
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
- ----------- ----
<C> <S> <C>
4.1 Form of Indenture Regarding Subordinated Securities
between the Company and The First National Bank of
Chicago, Trustee, filed as Exhibit 4.1 to the Company's
Report on Form 8-K dated September 24, 1992, is
incorporated herein by reference.<F*>
4.2 Rights Agreement dated as of May 23, 1988 between the
Company and Mercantile Bank, as Rights Agent (including
as exhibits thereto the form of Certificate of
Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock and the form of Right
Certificate), filed as Exhibits 1 and 2 to the Company's
Registration Statement No. 0-6045 on Form 8-A, dated May
24, 1988, is incorporated herein by reference.<F*>
5.1 Opinion of Thompson Coburn as to the legality of the
securities being registered.<F**>
23.1 Consent of KPMG Peat Marwick LLP with regard to use of
its reports on the Company's financial statements.<F**>
23.2 Consent of Thompson Coburn (included in Exhibit 5.1).
24.1 Power of Attorney.<F*>
99.1 Metro Savings Bank, FSB 1989 Stock Option Plan.<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
May 10, 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 -- 1,366 Shares of
Mercantile Bancorporation Inc. Common Stock, $5.00 Par Value
------------------------------------------------------------
Gentlemen:
We refer you to the post-effective amendment on Form S-8
to Form S-4 (File No. 33-65087) filed by Mercantile Bancorporation
Inc. (the "Company") on May 10, 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 1,366 shares of the
Company's common stock, $5.00 par value (the "Shares"), pursuant to
the Metro Savings Bank, FSB 1989 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 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. 33-65087.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 10, 1996
<PAGE> 1
Exhibit 99.1
------------
METRO SAVINGS BANK, FSB
1989 STOCK OPTION PLAN
1. Purpose of the Plan.
The Plan shall be known as the Metro Savings Bank, FSB
1989 Stock Option Plan (the "Plan"). The Purpose of the Plan is to
attract and retain the best available personnel for positions of
substantial responsibility and to provide additional incentive to
key employees of Metro Savings Bank, FSB (the "Bank") or any
present or future parent or subsidiary of the Bank to promote the
success of the business. It is intended that options issued
pursuant to this Plan may constitute either incentive stock options
within the meaning of Section 422A of the Internal Revenue Code of
1986, as amended, or options that do not so qualify.
2. Definitions.
As used herein, the following definitions shall apply.
(a) "Bank" shall mean the Metro Savings Bank, FSB.
(b) "Board" shall mean the Board of Directors of
the Bank or any Parent thereof.
(c) "Common Stock" shall mean Common Stock, par
value $.10 per share, of the Bank.
(d) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(e) "Committee" shall mean the Stock Option
Committee appointed by the Board in accordance with paragraph 4(a)
of the Plan.
(f) "Continuous Employment" or "Continuous Status
as an Employee" shall mean the absence of any interruption or
termination of employment by the Bank or any present or future
Parent or Subsidiary of the Bank. Employment shall not be
considered interrupted in the case of sick leave, military leave or
any other leave of absence approved by the Bank or in the case of
transfers between payroll locations of the Bank or between the
Bank, its Parent, its Subsidiaries or a successor.
<PAGE> 2
(g) "Effective Date" shall mean the date specified
in paragraph 13 hereof.
(h) "Employee" shall mean any person employed by
the Bank or any present or future Parent or Subsidiary of the Bank.
(i) "Option" shall mean an option to purchase
Common Stock granted pursuant to this Plan.
(j) "Optioned Stock" shall mean stock subject to an
Option granted pursuant to this Plan.
(k) "Optionee" shall mean a person who receives an
Option pursuant to the Plan.
(l) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 425(e) and (g) of the Code.
(m) "Plan" shall mean the Metro Savings Bank, FSB
1989 Stock Option Plan.
(n) "Share" shall mean one share of the Common
Stock.
(o) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined in
Subsections 425(f) and (g) of the Code.
3. Shares Subject to the Plan.
Except as otherwise required by the provisions of
paragraph 11 hereof, the aggregate number of shares of Common Stock
deliverable upon the exercise of Options pursuant to the Plan shall
not exceed _____<F*> shares. Such shares may either be authorized but
unissued or treasury shares.
If Options should expire, become unexercisable or
forfeited for any reason without having been exercised in full, the
unpurchased shares which were subject thereto shall, unless the
Plan shall have been terminated, be available for the grant of
other Options under the Plan.
[FN]
- -----------------------
<F*>Equal to 10% of the total number of shares of Common
Stock sold in the Bank's conversion from mutual-to-stock form.
- 2 -
<PAGE> 3
4. Administration of the Plan.
(a) Composition of Option Committee. The Plan
shall be administered by an Option Committee (the "Committee")
consisting of not less than three directors of the Bank appointed
by the Board. All persons designated as members of the Committee
shall be "disinterested persons" within the meaning of Rule 16b-3
of the Securities and Exchange Act of 1934.
(b) Powers of the Committee. The Committee is
authorized (but only to the extent not contrary to the express
provisions of the Plan or to resolutions adopted by the Board) to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the form and content
of Options to be issued under the Plan and to make other
determinations necessary or advisable for the administration of the
Plan, and shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time.
A majority of the entire Committee shall constitute a quorum and
the action of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the
Committee.
(c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final
and conclusive on all persons affected thereby.
5. Eligibility.
Options may be granted to such Employees of the Bank or
any present or future Parent or Subsidiary as shall be designated
by the Committee. An Employee who has been granted an Option may,
if otherwise eligible, be granted an additional Option or Options.
The aggregate fair market value (determined pursuant to
Section 7 hereof as of the date the option is granted) of the
Shares with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any calendar
year (under all Incentive Stock Option Plans, as defined in Section
422A of the Code, of the Bank or any present or future Parent or
Subsidiary of the Bank) shall not exceed $100,000. Notwithstanding
the prior provisions of this paragraph, the Committee may grant
Options in excess of the foregoing limitations, in which case such
Options granted in excess of such limitation shall be treated as
Options which are not Incentive Stock Options, as defined in
Section 422A of the Code, pursuant to Section 422A(d) of the Code.
- 3 -
<PAGE> 4
6. Term of Plan; Term of Options.
(a) The Plan shall continue in effect for a term of
ten years from its Effective Date, unless sooner terminated
pursuant to paragraph 16. No Option shall be granted under the
Plan after ten years from the Effective Date.
(b) The term of each option granted under the Plan
shall be established by the Committee, but shall not exceed 10
years; provided however that in the case of an Employee who owns
stock representing more than ten (10) percent of the Bank's
outstanding Common Stock at the time the Option is granted, the
term of such Option shall not exceed five years.
7. Option Price.
The price per share at which each Option granted under
the Plan may be exercised shall not, as to any particular Option,
be less than the fair market value of the stock at the time such
Option is granted. In the case of an Employee who owns stock
representing more than ten percent of the Bank's outstanding Common
Stock at the time the Option is granted, the Option price shall not
be less than 110% of the fair market value of the stock at the time
the Option is granted. If the Common Stock is traded otherwise
than on a national securities exchange at the time of the granting
of an Option, then the price per share shall be not less than the
mean between the bid and asked price on the date the Option is
granted or, if there is no bid and asked price on said date, then
on the next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the price
per share shall be determined by the Committee. If the Common
Stock is listed on a national securities exchange (including the
NASDAQ National Market System) at the time of granting an Option,
then the price per share shall be not less than the average of the
highest and lowest selling price on such exchange on the date such
Option is granted or if there were no sales on said date, then the
price shall be not less than the mean between the bid and asked
price on such date.
8. Exercise of Option.
(a) Procedure for Exercise. Any Option granted
hereunder shall be exercisable at such times and under such
conditions as shall be permissible under the terms of the Plan and
of the Option granted to an Optionee. An Option may not be
exercised for a fractional Share.
An Option granted pursuant to the Plan may be
exercised, subject to provisions relative to its termination and
limitations on its exercise, from time to time only by (a) written
notice of intent to exercise the Option with respect to a specified
number of shares, and (b) payment to the Bank (contemporaneously
with delivery of such notice), in cash, in Common Stock, or a
- 4 -
<PAGE> 5
combination of cash and Common Stock, of the amount of the Option
price for the number of shares with respect to which the Option is
then being exercised. Each such notice and payment shall be
delivered, or mailed by prepaid registered or certified mail,
addressed to the Treasurer of the Bank at the Bank's executive
offices. Common Stock utilized in full or partial payment of the
exercise price shall be valued at its fair market value at the date
of exercise.
(b) Exercise During Employment or Following Death
or Disability. An Option may be exercised by an Optionee only
while he is an Employee and has maintained Continuous Status as an
Employee since the date of the grant of the Option or within 90
days after termination of status as an Employee (but not later than
the date on which the Option would otherwise expire), except if his
Continuous Employment is terminated by reason of (1) "Cause" (which
for purposes hereof shall have the same meaning as defined in the
then existing employment agreement between the Optionee and the
Bank and, in the absence of any such agreement, shall have the
meaning defined in 12 C.F.R. Section 563.39(b)(1) as in effect on the
Effective Date of this Plan) then the Optionee's rights to exercise
such Option shall expire on the date of such termination,
(2) death, then to the extent that the Optionee would have been
entitled to exercise the Option immediately prior to his death,
such Option of the deceased optionee may be exercised within one
year from the date of his death (but not later than the date on
which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent and distribution, or (3) Permanent and Total Disability (as
such term is defined in Section 22(e)(3) of the Code), then to the
extent that the Optionee would have been entitled to exercise the
Option immediately prior to his Permanent and Total Disability,
such Option may be exercised within one year from the date of such
Permanent and Total Disability, but not later than the date on
which the Option would otherwise expire. Notwithstanding the
provisions of any Option which provides for its exercise in
installments as designated by the Committee, such Option shall
become immediately exercisable upon death or Permanent and Total
Disability, as defined herein, of the Optionee.
The Committee's determination whether an optionee's
employment has ceased, and the effective date thereof, shall be
final and conclusive on all persons affected thereby.
- 5 -
<PAGE> 6
9. Change in Control.
Notwithstanding the provisions of any Option which
provides for its exercise in installments as designated by the
Committee, such Option shall become immediately exercisable in the
event of a change in control or offer to effect a change in
control. At such time, the Optionee shall, at the discretion of
the Committee, be entitled to receive cash in an amount equal to
the excess of the fair market value of the Common Stock (determined
in accordance with Section 7) subject to such Option over the
option price of such shares, in exchange for the surrender of such
Options by the Optionee. For purposes of this Section 9, "change
in control" shall refer to the acquisition of the beneficial
ownership (as that term is defined in Rule 13d-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934) of
25 percent or more of the voting securities of the Bank by any
person or by persons acting as a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934; "offer" shall
refer to every offer to buy or acquire, solicitation of an offer to
sell, tender offer for, or request of invitation for tenders of,
the voting securities of the Bank for value, as such term is
defined under 12 C.F.R. 5e3b.3(i); provided however, that for the
purposes hereof no change in control or offer to effect a change in
control shall be deemed to have occurred if prior to the
acquisition of, or offer to acquire, 25 percent or more of the
voting securities of Bank, the full Board of Directors shall have
adopted by not less than a two-thirds vote a resolution
specifically approving such acquisition or offer. A change in
control shall not be deemed to have occurred with respect to a
transaction in which the Bank forms a holding company without
change in the respective beneficial ownership interests of its
stockholders other than pursuant to the exercise of any dissenter
and appraisal rights or the purchase of shares by underwriters in
connection with a public offering. The term "person" refers to an
individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed
herein. The decision of the Committee as to whether a change in
control or offer to effect a change in control has occurred shall
be conclusive and binding.
10. Non-Transferability of options.
Options granted under the Plan may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner
other than by will or by the laws of descent and distribution. An
Option may be exercised, during the lifetime of the Optionee, only
by the Optionee.
- 6 -
<PAGE> 7
11. Effect of Change in Stock Subject to the Plan.
In the event that each of the outstanding shares of
Common Stock (other than shares held by dissenting shareholders)
shall be changed into or exchanged for a different number or kind
of shares of stock of the Bank or of another corporation (whether
by reason of merger, consolidation, recapitalization,
reclassification, stock dividend, split-up, combination of shares,
or otherwise), then there shall be substituted for each share of
Common Stock then under Option or available for Option the number
and kind of shares of stock into which each outstanding share of
Common Stock (other than shares held by dissenting shareholders)
shall be so changed or for which each such share shall be so
exchanged, together with an appropriate adjustment of the Option
Price.
In the event there shall be any change in the number of,
or kind of, issued shares of Common Stock, or of any stock or other
securities into which such Common Stock shall have been changed, or
for which it shall have been exchanged, then if the Committee
shall, in its discretion, determine that such change equitably
requires an adjustment in the number, or kind, or Option Price of
shares then subject to an Option or available for Option, such
adjustment shall be made by the Board and shall be effective and
binding for all purposes of the Plan.
12. Time of Granting Options.
The date of grant of an Option under the Plan shall, for
all purposes, be the date on which the Committee makes the
determination of granting such Option. Notice of the determination
shall be given to each Employee to whom an Option is so granted
within a reasonable time after the date of such grant.
13. Effective Date.
The Plan shall become effective upon the completion of
the Bank's mutual-to-stock conversion. Options may be granted
prior to ratification of the Plan by the stockholders of the Bank
if the exercise of such Options is subject to such stockholder
ratification. The Plan shall continue in effect for a term of ten
years from the Effective Date, unless sooner terminated under
paragraph 16 of the Plan.
14. Approval by Shareholders.
The Plan shall be approved by stockholders of the Bank
within twelve (12) months before or after the date it becomes
effective.
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15. Modification of Options.
At any time and from time to time the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding option, provided no such
modification, extension or renewal shall confer on the holder of
said option any right or benefit which could not be conferred on
him by the grant of a new Option at such time, or impair the Option
without the consent of the holder of the Option.
16. Amendment and Termination of the Plan.
The Board may amend, modify or terminate the Plan except
that no action of the Board may materially increase (other than as
provided in paragraph 11) the maximum number of shares permitted to
be optioned or become available for the granting of Options under
the Plan, materially increases the benefits accruing to
participants, or materially modify the requirements for eligibility
for participation in the Plan, unless such action of the Board
shall be subject to approval or ratification by the shareholders of
the Bank.
No action of the Board may, without the consent of the
holder of the option, impair any then outstanding Option.
17. Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to any Option
granted under the Plan unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon
which the Shares may then be listed.
Inability of the Bank to obtain from any regulatory body
or authority deemed by the Bank's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder shall relieve the
Bank of any liability in respect of the non-issuance or sale of
such Shares.
As a condition to the exercise of an option, the Bank may
require the person exercising to make such representations and
warranties as may be necessary to assure the availability of an
exemption from the registration requirements of federal or state
securities law.
18. Reservation of Shares.
The Bank, during the term of this Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
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19. Withholding Tax.
Where an Optionee or other person is entitled to receive
Shares pursuant to the exercise of an Option pursuant to the Plan,
the Bank shall have the right to require the Optionee or such other
person to pay the Bank the amount of any taxes which the Bank is
required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
21. Governing Law. The Plan shall be governed by the
construed in accordance with the laws of the State of Illinois
except to the extent that Federal law shall be deemed to apply.
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