MERCANTILE BANCORPORATION INC, S-4/A, 1996-09-12

MERCANTILE BANCORPORATION INC
S-4/A, 1996-09-12
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 1996

Registration No. 333-10271

===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO. 1
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 6712 43-0951744
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)

P.O. Box 524
St. Louis, Missouri 63166-0524
(314) 425-2525
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)

------------------------
JON W. BILSTROM, ESQ.
General Counsel and Secretary
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
(314) 425-2525
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)

------------------------
Copies to:
JOHN Q. ARNOLD ROBERT M. LaROSE, ESQ.
Chief Financial Officer Thompson Coburn
Mercantile Bancorporation Inc. Suite 3400
P.O. Box 524 One Mercantile Center
St. Louis, Missouri 63166-0524 St. Louis, Missouri 63101
(314) 425-2525 (314) 552-6000
THOMAS C. ERB, ESQ.
Lewis, Rice & Fingersh L.C.
500 North Broadway
Suite 2000
St. Louis, Missouri 63102
(314) 444-7600

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

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

<TABLE>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per unit <F2> aggregate offering price <F2> registration fee<F3>
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $5.00 258,783 $27.44 $7,100,934.00 $2,448.59
par value <F1> shares
==============================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.

<F2> Estimated solely for purposes of computing the Registration Fee pursuant
to the provisions of Rule 457(f), and based upon the $10,435,934.00
aggregate book value of the 76,927 shares of common stock, $0.10 par
value, of First Financial Corporation of America issued and outstanding
as of July 31, 1996, less the respective portion of such aggregate book
value ($3,335,000.00) to be paid by the Registrant in connection with
the exchange. The proposed maximum offering price per unit has been
determined by dividing the proposed maximum aggregate offering price
by the number of shares being registered.

<F3> The registrant previously paid $2,448.59 with the original filing
on August 15, 1996.
</TABLE>

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

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
===============================================================================

<PAGE> 2

MERCANTILE BANCORPORATION INC.

<TABLE>
CROSS REFERENCE SHEET FURNISHED PURSUANT TO ITEM 501(b)
OF REGULATION S-K SHOWING HEADING OR LOCATION IN PROSPECTUS
OF INFORMATION REQUIRED BY ITEMS IN PART I OF FORM S-4
-----------------------------------------------------------
<CAPTION>
Form S-4 Item Number and Caption Heading or Location in Prospectus
- -------------------------------- ---------------------------------
<S> <C>
A. Information about the Transaction

1. Forepart of Registration Statement Facing Page; Cross Reference Sheet; Outside
and Outside Front Cover Page of Prospectus Front Cover Page of Prospectus

2. Inside Front and Outside Back Available Information; Incorporation of
Cover Pages of Prospectus Certain Information by Reference; Table of
Contents

3. Risk Factors, Ratio of Earnings Summary Information; Pro Forma Financial
to Fixed Charges and Other Information Information

4. Terms of the Transaction Summary Information; Incorporation of
Certain Information by Reference; Terms of
the Proposed Merger; Certain Federal
Income Tax Consequences of the Merger;
Information Regarding MBI Common Stock

5. Pro Forma Financial Information Pro Forma Financial Information

6. Material Contacts with the Summary Information; Terms of the
Company Being Acquired Proposed Merger

7. Additional Information Required Not Applicable
for Reoffering by Persons and
Parties Deemed to be Underwriters

8. Interests of Named Experts and Legal Matters
Counsel

9. Disclosure of Commission Not Applicable
Position on Indemnification for
Securities Act Liabilities

<PAGE> 3

<CAPTION>
Form S-4 Item Number and Caption Heading or Location in Prospectus
- -------------------------------- ---------------------------------
<S> <C>

B. Information About the Registrant

10. Information with Respect to S-3 Incorporation of Certain Information by
Registrants Reference; Summary Information;
Information Regarding MBI Common Stock

11. Incorporation of Certain Incorporation of Certain Information by
Information by Reference Reference

12. Information with Respect to S-2 Not Applicable
or S-3 Registrants

13. Incorporation of Certain Not Applicable
Information by Reference

14. Information with Respect to Not Applicable
Registrants Other Than S-3 or
S-2 Registrants

C. Information About the Company Being Acquired

15. Information with Respect to S-3 Not Applicable
Companies

16. Information with Respect to S-2 Not Applicable
or S-3 Companies

17. Information with Respect to Summary Information; Information
Companies Other Than S-3 or Regarding First Financial
S-2 Companies

D. Voting and Management Information

18. Information if Proxies, Consents Information Regarding Special Meeting;
or Authorizations are to be Incorporation of Certain Information by
Solicited Reference; Appraisal Rights of Shareholders
of First Financial; Information Regarding
First Financial

19. Information if Proxies, Consents Not Applicable
or Authorizations are not to be
Solicited in an Exchange Offer
</TABLE>

- ii -
<PAGE> 4

[Letterhead of First Financial]

September 16, 1996
Dear Fellow Shareholder:

On behalf of the Board of Directors and management of
First Financial Corporation of America ("First Financial"), I
cordially invite you to attend a Special Meeting of Shareholders of
First Financial to be held at 1:00 p.m., Central Time, on Tuesday,
October 15, 1996, at the First National Bank Courtesy Room, 403 North
Jackson Street, Salem, Missouri 65560 (the "Special Meeting"). At
this important meeting, you will be asked to consider and vote upon
the Agreement and Plan of Merger, dated July 9, 1996 (the "Merger
Agreement"), and each of the transactions contemplated thereby,
pursuant to which First Financial will be merged (the "Merger") with
and into Ameribanc, Inc., a Missouri corporation and wholly owned
subsidiary of Mercantile Bancorporation Inc. ("MBI"). Upon
consummation of the Merger, each share of First Financial common stock
will be converted into the right to receive, and each First Financial
shareholder will have the opportunity to elect whether to receive per
share of First Financial common stock as consideration in the Merger,
one of the following: (i) an amount in cash equal to $194.73; (ii)
4.2963 shares of MBI common stock; or (iii) both an amount in cash
equal to $42.26 and 3.364 shares of MBI common stock, all as more
fully described in the accompanying Proxy Statement/Prospectus. In
certain circumstances, First Financial shareholders may receive
Merger consideration of a different type or in a different
proportion than they have elected to receive.

I have enclosed the following items relating to the
Special Meeting and the Merger:

1. A Proxy Statement/Prospectus;

2. A proxy card;

3. An election form;

4. A white pre-addressed return envelope to First
Financial for the proxy card; and

5. A blue pre-addressed return envelope to KeyCorp
Shareholder Services, Inc., the Exchange Agent, for
the election form.

The Proxy Statement/Prospectus and related proxy
materials set forth, or incorporate by reference, financial data
and other important information relating to First Financial and MBI
and describe the terms and conditions of the proposed Merger. The
Board of Directors requests that you carefully review these
materials before completing the enclosed proxy card and election
form or attending the Special Meeting.

THE BOARD OF DIRECTORS OF FIRST FINANCIAL HAS CAREFULLY
CONSIDERED AND UNANIMOUSLY APPROVED THE TERMS OF THE MERGER
AGREEMENT. THE BOARD HAS DETERMINED THAT THE MERGER IS IN THE BEST
INTEREST OF FIRST FINANCIAL AND ITS SHAREHOLDERS AND UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE
---
THE MERGER AGREEMENT.

<PAGE> 5

The investment banking firm of Alex Sheshunoff & Co.
Investment Banking has issued its written opinion, dated July 9,
1996, to your Board of Directors regarding the fairness from a
financial point of view of the consideration to be paid by MBI
pursuant to the Merger Agreement.

It is very important that your shares are represented at
the Special Meeting, whether or not you plan to attend in person.
The affirmative vote of at least two-thirds of the outstanding
First Financial common stock is required for approval of the Merger Agreement.
A failure to vote for approval of the Merger Agreement will have the same
effect as a vote against the Merger Agreement. Therefore, I urge you to
execute, date and return the enclosed proxy card in the enclosed postage-paid
envelope as soon as possible to assure that your shares will be voted at the
Special Meeting.

The Board of Directors and management of First Financial appreciate
your continued support and look forward to seeing you at the Special Meeting.
If you have any questions or require assistance, please contact either Stewart
J. Carmier or the undersigned at (573) 729-6617.

Very truly yours,

/s/ W. Charles Whitmire

W. CHARLES WHITMIRE
President and Chief Executive Officer

<PAGE> 6

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 15, 1996

TO THE SHAREHOLDERS OF FIRST FINANCIAL:

Notice is hereby given that a Special Meeting of
Shareholders of First Financial Corporation of America, a Missouri
corporation ("First Financial"), will be held at the First National
Bank Courtesy Room, 403 North Jackson Street, Salem, Missouri, on
Tuesday, October 15, 1996, at 1:00 p.m., Central Time, for the
following purposes:

(1) To consider and vote upon the adoption and approval
of the Agreement and Plan of Merger (the "Merger Agreement"), dated
July 9, 1996, and each of the transactions contemplated thereby,
pursuant to which First Financial will be merged (the "Merger")
with and into Ameribanc, Inc. ("Ameribanc"), a wholly owned
subsidiary of Mercantile Bancorporation Inc. ("MBI"), and the
business and operations of First Financial will be continued
through Ameribanc, and whereby, upon consummation of the Merger,
each share (other than shares as to which a shareholder has
perfected dissenters' rights) of First Financial common stock will
be converted into the right to receive, and each shareholder will
have the opportunity to elect per share of First Financial common
stock as consideration in the Merger, one of the following: (i) an
amount in cash equal to $194.73; (ii) 4.2963 shares of MBI common
stock; or (iii) both an amount in cash equal to $42.26 and 3.364
shares of MBI common stock. In certain circumstances, First
Financial shareholders may receive Merger consideration of a
different type or in a different proportion than they have elected
to receive.

(2) To transact such other business as may properly come
before the Special Meeting or any adjournments or postponements
thereof.

The record date for determining the shareholders entitled
to receive notice of, and to vote at, the Special Meeting or any
adjournments or postponements thereof has been fixed as of the
close of business on September 12, 1996.

In the event the Merger is approved and consummated, each
holder of First Financial common stock will have the right to
dissent from the Merger and demand payment of the fair value of his
or her shares. The right of a shareholder to receive such payment
is contingent upon strict compliance with the requirements of
Section 351.455 of The General and Business Corporation Law of
Missouri, the full text of which is attached as Annex A to the
-------
accompanying Proxy Statement/Prospectus. For a summary of these
requirements, see "APPRAISAL RIGHTS OF SHAREHOLDERS OF FIRST
FINANCIAL" in the accompanying Proxy Statement/Prospectus.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN
IT TO FIRST FINANCIAL IN THE ACCOMPANYING WHITE ENVELOPE.

By Order of the Board of Directors

/s/ Stewart J. Carmier

STEWART J. CARMIER
Secretary
Salem, Missouri
September 16, 1996

<PAGE> 7
MERCANTILE BANCORPORATION INC.
PROSPECTUS
------------------------

FIRST FINANCIAL CORPORATION OF AMERICA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 15, 1996

This Prospectus of Mercantile Bancorporation Inc., a
Missouri corporation ("MBI"), relates to up to 258,783 shares of
common stock, $5.00 par value (the "MBI Stock"), and attached
preferred share purchase rights (the "MBI Rights"), of MBI (the MBI
Stock and MBI Rights are collectively referred to herein as the
"MBI Common Stock"), to be issued to the shareholders of First
Financial Corporation of America, a Missouri corporation ("First
Financial"), upon consummation of the proposed merger (the
"Merger") of First Financial with and into Ameribanc, Inc., a
Missouri corporation and wholly owned subsidiary of MBI
("Ameribanc"). Upon receipt of the requisite shareholder and
regulatory approvals, the Merger will be consummated in accordance
with the terms and conditions of the Agreement and Plan of Merger
(the "Merger Agreement"), dated July 9, 1996, by and among MBI,
Ameribanc and First Financial. This Prospectus also serves as the
Proxy Statement for First Financial in connection with the Special
Meeting of Shareholders of First Financial (the "Special Meeting"),
which will be held on October 15, 1996, at the time and place
and for the purposes stated in the Notice of Special Meeting of
Shareholders accompanying this Proxy Statement/Prospectus.

Pursuant to the Merger Agreement, MBI will issue up to an
aggregate of 258,783 shares of MBI Common Stock. Upon consummation
of the Merger, the business and operations of First Financial will
be continued through Ameribanc and each share (other than shares as
to which a shareholder has perfected dissenters' rights) of the
common stock, $0.10 par value, of First Financial (the "First
Financial Common Stock") will be converted into the right to
receive, and each First Financial shareholder will have the
opportunity to elect whether to receive per share of First
Financial Common Stock as consideration in the Merger, one of the
following: (i) an amount in cash equal to $194.73 (the "Cash
Distribution"); (ii) 4.2963 shares of MBI Common Stock (the "Stock
Distribution"); or (iii) both an amount in cash equal to $42.26 and
3.364 shares of MBI Common Stock (the "Combined Distribution") (the
aggregate of all Cash Distributions, Stock Distributions and
Combined Distributions is sometimes hereinafter referred to as the
"Merger Consideration"), all as more fully described in detail at
pages 23 to 44 of this Proxy Statement/Prospectus. In certain
circumstances, First Financial shareholders who have elected to
receive the Cash Distribution, the Combined Distribution or the
Stock Distribution or who have been deemed to have elected the Cash
Distribution will receive Merger Consideration of a different type
or in a different proportion than they have elected or have been
deemed to have elected to receive. See "TERMS OF THE PROPOSED
MERGER - General Description of the Merger." No fractional shares
of MBI Common Stock will be issued in the Merger, but cash will be
paid in lieu of fractional shares. See "TERMS OF THE PROPOSED
MERGER - Fractional Shares."

The Merger is intended to qualify as a reorganization
under Section 368 of the Internal Revenue Code of 1986, as amended
(the "Code"), and is intended to achieve certain federal income tax
tax-deferral benefits for First Financial shareholders with respect
to shares of MBI Common Stock received in the Merger. See "SUMMARY
INFORMATION - Certain Federal Income Tax Consequences" and "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER." Because a First
Financial shareholder who elects to receive the Stock Distribution
may nevertheless, under certain circumstances, receive a
combination of MBI Common Stock and cash, such shareholder may
recognize taxable income with respect to any such cash received.
See "TERMS OF THE PROPOSED MERGER -General Description of the
Merger."

<PAGE> 8

MBI Common Stock is traded on the New York Stock Exchange
(the "NYSE") under the symbol "MTL." On September 11, 1996, the
closing sale price for MBI Common Stock as reported on the NYSE
Composite Tape was $------ per share. This Proxy Statement/
Prospectus, the Notice of Special Meeting, the form of proxy and the
election form were first mailed to the shareholders of First Financial
on or about September 16, 1996.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE SHARES OF MBI COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NON-
BANK SUBSIDIARY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER FEDERAL OR STATE
GOVERNMENTAL AGENCY.

All information contained in this Proxy
Statement/Prospectus with respect to MBI has been supplied by MBI
and all information with respect to First Financial has been
supplied by First Financial.

The date of this Proxy Statement/Prospectus is
September 16, 1996.

- 2 -
<PAGE> 9

AVAILABLE INFORMATION
---------------------

MBI is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files with the Commission reports,
proxy statements and other information. Such reports, proxy
statements and other information filed with the Commission by MBI
can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices located at
Suite 1300, Seven World Trade Center, New York, New York 10048 and
Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. MBI Common Stock is listed on the NYSE, and such
reports, proxy statements and other information concerning MBI are
available for inspection and copying at the offices of the NYSE, 20
Broad Street, New York, New York 10005.

This Proxy Statement/Prospectus does not contain all of
the information set forth in the Registration Statement on Form S-4
and exhibits thereto (the "Registration Statement") covering the
securities offered hereby which has been filed by MBI with the
Commission. As permitted by the rules and regulations of the
Commission, this Proxy Statement/Prospectus omits certain
information contained or incorporated by reference in the
Registration Statement. Statements contained in this Proxy
Statement/Prospectus provide a summary of the contents of any
contract or other document referenced herein but are not
necessarily complete and in each instance reference is made to the
copy of such contract or other document filed as an exhibit to the
Registration Statement. For such further information, reference is
made to the Registration Statement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
-------------------------------------------------

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES BY REFERENCE
DOCUMENTS RELATING TO MBI WHICH ARE NOT PRESENTED HEREIN OR
DELIVERED HEREWITH. SUCH DOCUMENTS, EXCLUDING EXHIBITS UNLESS
SPECIFICALLY INCORPORATED THEREIN, ARE AVAILABLE WITHOUT CHARGE TO
ANY PERSON, INCLUDING ANY BENEFICIAL OWNER OF STOCK OF MBI TO WHOM
THIS PROXY STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST, TO JON W. BILSTROM, GENERAL COUNSEL AND SECRETARY,
MERCANTILE BANCORPORATION INC., P.O. BOX 524, ST. LOUIS, MISSOURI
63166-0524, TELEPHONE (314) 425-2525. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS PRIOR TO THE SPECIAL MEETING, ANY REQUEST
SHOULD BE MADE BY OCTOBER 8, 1996.

The following documents filed with the Commission by MBI
under the Exchange Act are incorporated herein by reference:

(a) MBI's Annual Report on Form 10-K for the year ended
December 31, 1995.

(b) MBI's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996.

(d) The description of the MBI Stock set forth in
Item 1 of MBI's Registration Statement on Form 8-A,
dated March 5, 1993, and any amendment or report
filed for the purpose of updating such description.

- 3 -
<PAGE> 10

(e) The description of the MBI Rights set forth in Item
1 of MBI's Registration Statement on Form 8-A,
dated March 5, 1993, and any amendment or report
filed for the purpose of updating such description.

Such incorporation by reference shall not be deemed to
incorporate by reference the information referred to in Item
402(a)(8) of Regulation S-K.

All documents filed by MBI pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and
until the date of the Special Meeting 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 MBI
contained in this Proxy Statement/Prospectus 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.

Any statements contained in this Proxy
Statement/Prospectus involving matters of opinion, whether or not
expressly so stated, are intended as such and not as
representations of fact.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
MBI OR FIRST FINANCIAL. THIS PROXY STATEMENT/PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OTHER THAN THE SHARES OF MBI COMMON STOCK TO WHICH
IT RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
AN OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROXY
STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES PURSUANT
HERETO SHALL IMPLY OR CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF MBI OR FIRST FINANCIAL OR ANY OF THEIR
SUBSIDIARIES OR IN THE INFORMATION SET FORTH HEREIN SUBSEQUENT TO
THE DATE HEREOF.

- 4 -
<PAGE> 11

<TABLE>
TABLE OF CONTENTS
-----------------
<CAPTION>
Page
----

<S> <C>
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 3

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. . . . . . . 3

SUMMARY INFORMATION. . . . . . . . . . . . . . . . . . . . . . 7
Business of MBI. . . . . . . . . . . . . . . . . . . . . . 7
Business of Ameribanc. . . . . . . . . . . . . . . . . . . 8
Business of First Financial. . . . . . . . . . . . . . . . 8
The Proposed Merger. . . . . . . . . . . . . . . . . . . . 8
Voting Agreements. . . . . . . . . . . . . . . . . . . . . 13
Interests of Certain Persons in the Merger . . . . . . . . 13
Special Meeting of First Financial Shareholders. . . . . . 13
Reasons for the Merger . . . . . . . . . . . . . . . . . . 14
Opinion of Financial Advisor to First Financial. . . . . . 14
Fractional Shares. . . . . . . . . . . . . . . . . . . . . 14
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . 15
Waiver and Amendment . . . . . . . . . . . . . . . . . . . 15
Certain Federal Income Tax Consequences. . . . . . . . . . 15
Regulatory Approvals . . . . . . . . . . . . . . . . . . . 15
Accounting Treatment . . . . . . . . . . . . . . . . . . . 16
Markets and Market Prices. . . . . . . . . . . . . . . . . 16
Comparative Unaudited Per Share Data . . . . . . . . . . . 17
Summary Financial Data . . . . . . . . . . . . . . . . . . 18

INFORMATION REGARDING SPECIAL MEETING. . . . . . . . . . . . . 21
General. . . . . . . . . . . . . . . . . . . . . . . . . . 21
Date, Time and Place . . . . . . . . . . . . . . . . . . . 21
Record Date; Vote Required . . . . . . . . . . . . . . . . 21
Voting and Revocation of Proxies . . . . . . . . . . . . . 21
Solicitation of Proxies. . . . . . . . . . . . . . . . . . 22

TERMS OF THE PROPOSED MERGER . . . . . . . . . . . . . . . . . 23
General Description of the Merger. . . . . . . . . . . . . 23
Voting Agreements. . . . . . . . . . . . . . . . . . . . . 27
Background of and Reasons for the Merger; Board
Recommendations. . . . . . . . . . . . . . . . . . . . . 28
Opinion of Financial Advisor to First Financial. . . . . . 30
Conditions to the Merger . . . . . . . . . . . . . . . . . 34
Termination of the Merger Agreement. . . . . . . . . . . . 36
Indemnification. . . . . . . . . . . . . . . . . . . . . . 37
Effective Time; Closing Date . . . . . . . . . . . . . . . 37
Surrender of First Financial Stock Certificates and
Receipt of MBI Common Stock and/or Cash. . . . . . . . . 37
Fractional Shares. . . . . . . . . . . . . . . . . . . . . 38
Regulatory Approvals . . . . . . . . . . . . . . . . . . . 38
Business Pending the Merger. . . . . . . . . . . . . . . . 39
Divestiture of West Pointe Stock . . . . . . . . . . . . . 42
Waiver and Amendment . . . . . . . . . . . . . . . . . . . 42
Accounting Treatment . . . . . . . . . . . . . . . . . . . 42
Interests of Certain Persons in the Merger . . . . . . . . 43

- 5 -
<PAGE> 12

<CAPTION>
Page
----

<S> <C>
Effect on Employment Contracts and Benefit Plans . . . . . 44

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. . . . . 44

DISSENTERS' RIGHTS OF SHAREHOLDERS OF FIRST FINANCIAL. . . . . 48

PRO FORMA FINANCIAL INFORMATION. . . . . . . . . . . . . . . . 50
Comparative Unaudited Per Share Data . . . . . . . . . . . 50
Pro Forma Combined Consolidated Financial Statements
(Unaudited). . . . . . . . . . . . . . . . . . . . . . . 51

INFORMATION REGARDING FIRST FINANCIAL. . . . . . . . . . . . . 57
Business . . . . . . . . . . . . . . . . . . . . . . . . . 57
Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . 57
Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . 71

INFORMATION REGARDING MBI STOCK. . . . . . . . . . . . . . . . 73
Description of MBI Common Stock and Attached Preferred
Share Purchase Rights. . . . . . . . . . . . . . . . . . 73
Restrictions on Resale of MBI Stock by Affiliates. . . . . 75
Comparison of the Rights of Shareholders of MBI and First
Financial. . . . . . . . . . . . . . . . . . . . . . . . 75

SUPERVISION AND REGULATION . . . . . . . . . . . . . . . . . . 78
General. . . . . . . . . . . . . . . . . . . . . . . . . . 78
Certain Transactions with Affiliates . . . . . . . . . . . 79
Payment of Dividends . . . . . . . . . . . . . . . . . . . 79
Capital Adequacy . . . . . . . . . . . . . . . . . . . . . 79
FDIC Insurance Assessments . . . . . . . . . . . . . . . . 79
Proposals to Overhaul the Savings Association Industry . . 80
Support of Subsidiary Banks. . . . . . . . . . . . . . . . 80
FIRREA and FDICIA. . . . . . . . . . . . . . . . . . . . . 81
Depositor Preference Statute . . . . . . . . . . . . . . . 81
The Interstate Banking and Community Development
Legislation. . . . . . . . . . . . . . . . . . . . . . . 82

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS. . . . . . . . . . . 82

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 82

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 83

SHAREHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . . 83

CONSOLIDATED FINANCIAL STATEMENTS. . . . . . . . . . . . . . . 84

ANNEX A -- Appraisal Rights Provisions of The General and
Business Corporation Law of Missouri. . . . . . . .A-1

ANNEX B -- Opinion of Alex Sheshunoff & Co. Investment
Banking . . . . . . . . . . . . . . . . . . . . . .B-1
</TABLE>

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<PAGE> 13

SUMMARY INFORMATION
-------------------

THE FOLLOWING SUMMARY OF THE IMPORTANT TERMS OF THE
PROPOSED MERGER AND RELATED INFORMATION DISCUSSED ELSEWHERE IN THIS
PROXY STATEMENT/PROSPECTUS DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED
INFORMATION WHICH APPEARS ELSEWHERE IN THIS PROXY
STATEMENT/PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE
HEREIN. SHAREHOLDERS OF FIRST FINANCIAL ARE URGED TO READ THIS
PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY. ALL MBI PER SHARE DATA
REFLECT A THREE-FOR-TWO STOCK SPLIT DISTRIBUTED IN THE FORM OF A
STOCK DIVIDEND ON APRIL 11, 1994.

BUSINESS OF MBI

MBI, a Missouri corporation, was organized in 1970 and is
a registered bank holding company under the federal Bank Holding
Company Act of 1956, as amended (the "BHCA"). MBI is also a
savings and loan holding company under the Home Owners' Loan Act of
1933, as amended (the "HOLA"). At June 30, 1996, MBI owned,
directly or indirectly, all of the capital stock of Mercantile Bank
of St. Louis National Association ("Mercantile Bank") and 61 other
commercial banks which operate from 435 banking offices and 400
Fingertip Banking automated teller machines located throughout
Missouri, Illinois, eastern Kansas, northern Arkansas and Iowa.
MBI's services concentrate in four major lines of business --
consumer, corporate, investment banking and trust services. MBI
also operates non-banking subsidiaries which provide related
financial services, including investment management, brokerage
services and asset-based lending. As of June 30, 1996, MBI had
62,673,041 shares of its Common Stock outstanding and reported, on
a restated consolidated basis, total assets of $18.0 billion, total
deposits of $14.3 billion, total loans and leases of $11.9 billion
and shareholders' equity of $1.6 billion.

On January 2, 1996, MBI completed the acquisitions of (i)
Hawkeye Bancorporation ("Hawkeye"), an Iowa corporation and
registered bank holding company under the BHCA, located in Des
Moines, Iowa, and (ii) First Sterling Bancorp, Inc. ("Sterling"),
an Illinois corporation and registered bank holding company under
the BHCA, located in Sterling, Illinois. These acquisitions were
accounted for under the pooling-of-interests method of accounting.
As of January 2, 1996, Hawkeye and Sterling reported total assets
of $2.0 billion and $168 million, respectively.

On February 9, 1996 and March 7, 1996, respectively, MBI
completed the acquisitions of (i) Security Bank of Conway, F.S.B.
("Conway"), a federal stock savings bank located in Conway,
Arkansas, and (ii) Metro Savings Bank, F.S.B. ("Metro"), a federal
stock savings bank located in Wood River, Illinois. These
acquisitions were accounted for under the purchase method of
accounting. As of February 9, 1996, Conway reported total assets
of $103 million. As of March 7, 1996, Metro reported total assets
of $81 million.

In connection with the acquisition of Hawkeye, MBI
restated its consolidated financial statements as of and for the
years ended December 31, 1995, 1994 and 1993. MBI filed
supplemental financial statements as of and for the years ended
December 31, 1995, 1994 and 1993 in a Current Report on Form 8-K,
dated March 11, 1996, which has been incorporated by reference into
this Proxy Statement/Prospectus. Due to the immateriality of the
financial condition and results of operations of Sterling to that
of MBI, the supplemental consolidated financial statements of MBI
do not reflect the acquisition of Sterling.

On December 19, 1995, MBI entered into an agreement to
acquire Peoples State Bank ("Peoples"), a Kansas state-chartered
bank, located in Topeka, Kansas. As of June 30, 1996, Peoples
reported total assets of $94 million, total deposits of $74
million, total loans and leases of $52 million and shareholders'
equity of $8 million.

- 7 -
<PAGE> 14

On March 19, 1996, MBI entered into an agreement to
acquire TODAY'S BANCORP, INC. ("TODAY'S"), a Delaware corporation,
located in Freeport, Illinois. As of June 30, 1996, TODAY'S
reported total assets of $510 million, total deposits of $438
million, net loans and leases of $360 million and shareholders'
equity of $48 million.

On August 22, 1996, MBI entered into an agreement to
acquire Regional Bancshares, Inc. ("Regional"), an Illinois
corporation, located in Alton, Illinois. As of June 30, 1996,
Regional reported total assets of $177 million, total deposits
of $145 million, net loans and leases of $99 million and
shareholders' equity of $23 million.

MBI's principal executive offices are located at One
Mercantile Center, St. Louis, Missouri 63101 and its telephone
number is (314) 425-2525.

BUSINESS OF AMERIBANC

Ameribanc, a Missouri corporation which was organized in
1991, is a wholly owned subsidiary of MBI and registered bank
holding company under the BHCA. At June 30, 1996, Ameribanc owned,
directly or indirectly, all of the capital stock of 30 banks and
one trust company, which together operated from 253 locations in
Missouri, Kansas and Iowa. Ameribanc will be the surviving
corporation upon consummation of the Merger.

BUSINESS OF FIRST FINANCIAL

First Financial, a Missouri corporation, was organized in
1988 and is registered as a bank holding company under the BHCA.
First Financial currently owns all of the issued and outstanding
shares of capital stock of The First National Bank of Salem ("First
National"), a national banking association, located in Salem,
Missouri. As of June 30, 1996, 76,927 shares of First Financial
Common Stock were issued and outstanding and First Financial
reported, on a consolidated basis, total assets of $88 million,
total deposits of $76 million, total loans and leases of $48
million and shareholders' equity of $10 million. See "INFORMATION
REGARDING FIRST FINANCIAL."

First Financial's principal executive offices are located
at 403 North Jackson Street, Salem, Missouri 65560 and its
telephone number is (573) 729-6617.

THE PROPOSED MERGER

Subject to the satisfaction of the terms and conditions
set forth in the Merger Agreement, which are described below, First
Financial will be merged with and into Ameribanc. Upon
consummation of the Merger, First Financial's corporate existence
will terminate and Ameribanc will continue as the surviving entity.
Simultaneously with the effectiveness of the Merger, and subject to
elections of shareholders and certain other adjustments intended to
accommodate the tax-deferred nature of the transaction for those
shareholders who receive solely shares of MBI Common Stock, each
share of First Financial Common Stock (other than shares as to
which a First Financial shareholder has perfected dissenters'
rights pursuant to Section 351.455 of The General and Business
Corporation Law of the State of Missouri ("Dissenting Shares"))
will be converted into the right to receive one of the following:
(i) the Cash Distribution (cash equal to $194.73); (ii) the Stock
Distribution (4.2963 shares of MBI Common Stock); or (iii) the
Combined Distribution (cash equal to $42.26 and 3.364 shares of MBI
Common Stock).

Each First Financial shareholder will have the
opportunity to elect whether to receive per share of First
Financial Common Stock as consideration in the Merger: (i) the
Cash Distribution (a "Cash Election," in which case such
shareholder's shares of First Financial Common Stock shall be
deemed

- 8 -
<PAGE> 15

"Cash Election Shares"); (ii) the Stock Distribution (a
"Stock Election," in which case such shareholder's shares of First
Financial Common Stock shall be deemed "Stock Election Shares"); or
(iii) the Combined Distribution (a "Combined Election," in which
case such shareholder's shares of First Financial Common Stock
shall be deemed "Combined Election Shares"). Enclosed with this
Proxy Statement/Prospectus is an election form (the "Election Form"),
whereby each First Financial shareholder may indicate a Cash
Election, a Stock Election or a Combined Election. The Election
Form will also be sent to those persons who become holders of
First Financial Common Stock after the Record Date. In order
for an Election Form to be effective, the Election Form must be
properly completed and duly executed by a First Financial
shareholder and returned to KeyCorp Shareholder Services, Inc. (the
"Exchange Agent") by 3:00 p.m., Central Time, on October 15, 1996,
the date of the Special Meeting (the "Election Deadline"). FIRST
FINANCIAL SHAREHOLDERS ARE URGED TO CONSULT WITH THEIR OWN FINANCIAL
AND TAX ADVISORS PRIOR TO RETURNING THEIR ELECTION FORMS TO THE
EXCHANGE AGENT TO DETERMINE THE BEST ALTERNATIVE FOR THEM.

Each separate entry on the First Financial list of
shareholders shall be presumed to represent a separate and distinct
holder of record of First Financial Common Stock. Shares held of
record by a bank, trust company, broker, dealer or other recognized
nominee shall be deemed to be held by a single holder unless the
nominee advises the Exchange Agent otherwise, in which case each
beneficial owner represented by such nominee will be treated as a
separate holder and, either directly or through such nominee, may
submit a separate Election Form. An election pursuant to a
previously submitted Election Form may be revoked or changed by a
holder or any other person to whom the subject shares are
subsequently transferred by written notice by such holder or
transferee to the Exchange Agent at or prior to the Election
Deadline.

Any shareholder who fails to deliver a properly completed
and duly executed Election Form to the Exchange Agent by the
Election Deadline will be deemed to have made no election (a "No
Election," in which case such holder's shares shall be deemed to be
"No Election Shares"). No Election Shares will be treated as Cash
Election Shares for purposes of determining the type and amount of
Merger Consideration payable to the holders of No Election Shares;
provided, however, that if the aggregate amount of cash payable to
the holders of Cash Election Shares is required to be reduced and
replaced with shares of MBI Common Stock, as described below, the cash
payable to the holders of No Election Shares will be reduced and
replaced with shares of MBI Common Stock before the cash payable to
the holders of Cash Election Shares is so reduced and replaced.
Dissenting Shares will also be treated as Cash Election Shares, unless
the aggregate amount of cash payable to the holders of Cash Election
Shares is reduced and replaced with shares of MBI Common Stock, as
described below, in which case such Dissenting Shares will not be
so reduced and replaced.

- 9 -
<PAGE> 16

the Combined Election Shares and, second, the Cash
Election Shares) will be reduced pro rata and the Stock
Distribution will be issued in lieu thereof, such that the
aggregate number of shares of MBI Common Stock necessary for MBI
Counsel to render the Tax Opinion will be issued as Merger
Consideration. In all other cases, including the event in which
the aggregate number of shares of MBI Common Stock issuable as
Merger Consideration on the basis of the shareholders' elections is
less than 258,783 but is sufficient to allow MBI Counsel to render
Tax Opinion, the Merger Consideration paid to each First Financial
shareholder will be paid in the same form and proportion as such
shareholder has elected on an Election Form (or has been deemed to
have elected, in the case of No Election Shares or shares held by
certain holders of 1% or more of First Financial Common Stock). A
more detailed description of the process through which the Merger
Consideration will be determined and paid to the First Financial
shareholders, including the terms and conditions under which a
particular type of Merger Consideration elected by a First
Financial shareholder may be replaced by another type of Merger
Consideration, is set forth below.

In the event that the number of shares of MBI Common
Stock issuable as Merger Consideration to the holders of Stock
Election Shares and Combined Election Shares is less than 258,783,
then:

(i) the Stock Election Shares will be converted
into the right to receive the Stock Distribution; and

(ii) the Cash Election Shares and the Combined
Election Shares will be converted into the right to
receive the Cash Distribution and the Combined
Distribution, respectively; provided, however, that in
the event of an Under-Election whereby the number of
shares of MBI Common Stock issuable to the holders of the
Stock Election Shares and Combined Election Shares is
insufficient, in the opinion of MBI Counsel, to allow MBI
Counsel to render the Tax Opinion required by the Merger
Agreement (see "CERTAIN FEDERAL INCOME TAX CONSEQUENCES
OF THE MERGER"), then MBI Counsel will notify the
Exchange Agent (the "Notice") as soon as practicable on
or after the date of the closing of the Merger (the
"Closing Date") as to the number of additional shares of
MBI Common Stock that will be required to be issued in
the Merger in order to allow MBI Counsel to render the
Tax Opinion in its reasonable judgment (the "Share
Deficit"). Upon the receipt of the Notice, the Exchange
Agent shall:

(A) first, (x) reallocate the Merger
Consideration payable to each holder of No Election
Shares on a pro rata basis (based upon the ratio of
No Election Shares owned by each such holder to the
total number of No Election Shares) such that the
holders of No Election Shares receive an aggregate
number of shares of MBI Common Stock equal to the
Share Deficit, and (y) issue to each such holder of
No Election Shares the balance of the Merger
Consideration due to such holder, if any, in the
form of cash equal to an amount determined by
subtracting the value of the shares of MBI Common
Stock received in the reallocation (using a deemed
value of $45.325 per share) from the product of the
number of No Election Shares held by such holder on
the Closing Date and $194.73;

(B) second, if the reallocation set forth in
paragraph (A) above does not result in the issuance
of an aggregate number of shares of MBI Common
Stock equal to the Share Deficit, (x) reallocate
the Merger Consideration payable to each holder of
Combined Election Shares on a pro rata basis (based
upon the ratio of Combined Election Shares owned by
each such holder to the total number

- 10 -
<PAGE> 17

of Combined Election Shares), such that the holders of Combined
Election Shares receive an aggregate number of shares of MBI
Common Stock equal to the Share Deficit less the shares of MBI
Common Stock issuable pursuant to paragraph (A) above, and (y)
issue to each such holder of Combined Election Shares the
balance of the Merger Consideration, if any, in the form of
cash equal to an amount determined by subtracting the value of
the shares of MBI Common Stock received in the reallocation
(using a deemed value of $45.325 per share) from the product of
the number of No Election Shares held by such holder on the
Closing Date and $194.73; and

(C) third, if the reallocations set forth in
paragraphs (A) and (B) above do not result in the
issuance of an aggregate number of shares of MBI
Common Stock equal to the Share Deficit, (x)
reallocate the Merger Consideration payable to each
holder of Cash Election Shares, other than holders
of No Election Shares and Dissenting Shares, on a
pro rata basis (based upon the ratio of Cash
Election Shares, other than No Election Shares and
Dissenting Shares, owned by each such holder to the
total number of Cash Election Shares, other than No
Election Shares and Dissenting Shares), such that
the holders of such Cash Election Shares receive an
aggregate number of shares of MBI Common Stock
equal to the Share Deficit less the shares of MBI
Common Stock issued pursuant to paragraphs (A) and
(B) above, and (y) issue to each such holder of
Cash Election Shares, other than holders of No
Election Shares and Dissenting Shares, the balance
of the Merger Consideration due to such holder, if
any, in the form of cash equal to an amount
determined by subtracting the value of the shares
of MBI Common Stock received in the reallocation
(using a deemed value of $45.325 per share) from
the product of the number of No Election Shares
held by such holder on the Closing Date and
$194.73.

In the event of an Over-Election, whereby the number of
shares of MBI Common Stock issuable as Merger Consideration to the
holders of Stock Election Shares and Combined Election Shares is
greater than 258,783, then:

(i) all Cash Election Shares will be converted into
the right to receive the Cash Distribution; and

(ii) the Exchange Agent shall determine the number
by which the shares of MBI Common Stock issuable pursuant
to the Stock Distribution and the Combined Distribution
exceeds 258,783 (the "Share Surplus") and shall:

(A) first, (x) reallocate the Merger
Consideration payable to each such holder of
Combined Election Shares on a pro rata basis (based
upon the ratio of the number of Combined Election
Shares owned by each such holder to the total
number of Combined Election Shares), such that the
total number of shares of MBI Common Stock received
by the holders of Combined Election Shares is
reduced by the Share Surplus and (y) in lieu of the
issuance of the MBI Common Stock portion of the
Combined Distribution for each share of First
Financial Common Stock, issue to each such holder
of Combined Election Shares a cash payment equal to
$194.73; and

(B) second, (x) if the reallocation set forth
in paragraph (A) above does not result in the
elimination of the Share Surplus, eliminate the
Share

- 11 -
<PAGE> 18

Surplus by reallocating the Merger
Consideration payable to each holder of Stock
Election Shares, on a pro rata basis (based upon
the ratio of the number of Stock Election Shares
owned by each such holder to the total number of
Stock Election Shares), such that the total number
of shares of MBI Common Stock received by the
holders of Stock Election Shares is reduced by the
Share Surplus less the
number of shares reduced pursuant to paragraph (A)
above, and (y) in lieu of the issuance of the Stock
Election for each share of First Financial Common
Stock, issue to each such holder of Stock Election
Shares a cash payment equal to $194.73.

Pursuant to the Merger Agreement, any holder of 1% or
more of First Financial Common Stock (determined as of the Closing
Date) who has not, at or before the Election Deadline, delivered to
the Exchange Agent a properly executed certification regarding
certain tax matters shall be deemed to have made a timely election to
receive the Cash Distribution, and all shares of First Financial
Common Stock held by such holder shall be deemed to be Cash Election
Shares. A LESS-THAN-1% HOLDER WHO ACQUIRES ADDITIONAL SHARES OF FIRST
FINANCIAL COMMON STOCK AFTER THE ELECTION DEADLINE AND THEREBY
BECOMES A HOLDER OF 1% OR MORE OF FIRST FINANCIAL COMMON STOCK WILL
ALSO BE DEEMED TO HAVE MADE A TIMELY ELECTION TO RECEIVE THE CASH
DISTRIBUTION AND WILL BE PRECLUDED FROM RECEIVING THE STOCK
DISTRIBUTION OR COMBINED DISTRIBUTION UNLESS SUCH HOLDER, IN
ANTICIPATION OF SUCH ACQUISITION OF ADDITIONAL SHARES OF FIRST
FINANCIAL COMMON STOCK, HAS DELIVERED TO THE EXCHANGE AGENT AT OR
BEFORE THE ELECTION DEADLINE A PROPERLY EXECUTED CERTIFICATION
REGARDING CERTAIN TAX MATTERS. Such certificates are available without
charge upon written or oral request to the Exchange Agent. As of
September 12, 1996, each holder of 1% or more of First Financial Common
Stock as of such date had delivered to the Exchange Agent such a
properly executed certification regarding tax matters.

Following consummation of the Merger, the Exchange Agent
will distribute the applicable Merger Consideration in exchange for
shares of First Financial Common Stock. See "TERMS OF THE PROPOSED
MERGER - Surrender of First Financial Stock Certificate and Receipt
of MBI Common Stock and/or Cash."

The Merger Agreement also provides that MBI will cause
Ameribanc to honor all severance and other compensation contracts
and provisions for vested benefits earned or accrued through the
Effective Time (as defined below) under the employee plans of First
Financial and its subsidiaries. MBI will take such steps as are
necessary to integrate the former employees of First Financial and
its subsidiaries into MBI's employee benefit plans as soon as
practicable after the Effective Time. See "TERMS OF THE PROPOSED
MERGER - Effect on Employment Contracts and Benefit Plans."

In addition, the Merger Agreement provides that the
consummation of the Merger is subject to certain terms and
conditions, including the approval of the Merger Agreement by an
affirmative vote of the holders of at least two-thirds of the
outstanding shares of First Financial Common Stock and the receipt
of both the requisite regulatory approvals and an opinion of MBI
Counsel regarding certain federal income tax aspects of the
transaction. For a discussion of each of the conditions to the
Merger, see "TERMS OF THE PROPOSED MERGER - Conditions to the
Merger."

The Merger will be consummated and become effective on
the date and at the time (the "Effective Time") of the issuance of
a certificate of merger by the Office of the Secretary of State of
the State of Missouri. Unless MBI, Ameribanc and First Financial
otherwise agree in writing, the Effective Time shall occur no later
than the first business day of the first full calendar month
commencing after the following events occur: (i) the approval of
the Merger Agreement by the shareholders of First Financial and
(ii) the approval of the Merger by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") and any other
bank regulatory authority that may be necessary or appropriate

- 12 -
<PAGE> 19

(the Federal Reserve Board and any other bank regulatory agency that may
be necessary or appropriate are collectively referred to herein as
the "Regulatory Authorities" and, individually, as a "Regulatory
Authority"), and the expiration of all waiting periods following
such approvals. The Closing Date shall occur upon the date that
the Effective Time occurs. See "TERMS OF THE PROPOSED MERGER -
Regulatory Approvals."

The Merger Agreement may be terminated at any time prior
to the Effective Time by the mutual consent of the parties or
unilaterally by either party upon the occurrence of certain events
or if the Merger is not consummated by July 1, 1997. See "TERMS OF
THE PROPOSED MERGER - Conditions to the Merger" and "- Termination
of the Merger Agreement."

VOTING AGREEMENTS

In addition to and contemporaneously with the Merger
Agreement, MBI and each of the directors and certain other
affiliates of First Financial executed separate Voting Agreements
(the "Voting Agreements") pursuant to which each director or such
other affiliate agreed that he, she or it will vote all of the
shares of First Financial Common Stock then owned or subsequently
acquired and over which he, she or it has, or, prior to the Record
Date (as herein defined) acquires, voting control in favor of the
approval of the Merger Agreement at the Special Meeting. In
addition, until the earliest to occur of the Effective Time, the
termination of the Merger Agreement or the abandonment of the
Merger by mutual agreement of MBI and First Financial, each such
director or affiliate further agreed not to vote any such shares in
favor of the approval of any other agreement relating to the merger
or sale of substantially all of the assets of First Financial to
any person other than MBI. Each such director and affiliate also
agreed not to transfer such shares of First Financial Common Stock
unless, prior to such transfer, the transferee executes an
agreement with respect to the transferred shares in substantially
the same form as the Voting Agreement and reasonably satisfactory
to MBI. As of the Record Date, such directors and affiliates of
First Financial owned beneficially an aggregate of 37,370 shares
of First Financial Common Stock, or approximately 48.6% of the
issued and outstanding shares. See "TERMS OF THE PROPOSED MERGER -
Other Agreements - Voting Agreements."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

MBI has entered into employment agreements with each of
Gerald W. Craig, President of First National, W. Charles Whitmire,
Chairman of First National and Rhonda M. Land, Vice President and
Operations Officer of First National, whereby each such executive
officer will continue to be employed in his or her present position
by First National following the Effective Time. See "TERMS OF THE
PROPOSED MERGER - Interests of Certain Persons in the Merger."

SPECIAL MEETING OF FIRST FINANCIAL SHAREHOLDERS

The Special Meeting will be held on October 15, 1996, at
1:00 p.m. Central Time, at the First National Bank Courtesy Room,
403 North Jackson Street, Salem, Missouri. Approval by the First
Financial shareholders of the Merger Agreement requires the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of First Financial Common Stock. Only holders
of record of First Financial Common Stock at the close of business
on September 12, 1996 (the "Record Date") will be entitled to
notice of, and to vote at, the Special Meeting. At such date,
there were 76,927 shares of First Financial Common Stock
outstanding.

- 13 -
<PAGE> 20

certain other affiliates of First Financial, pursuant to the terms of his, her
or its Voting Agreement, has committed to vote his, her or its shares of First
Financial Common Stock for the approval of the Merger Agreement.
As of the Record Date, the directors and affiliates owned
beneficially an aggregate of 37,370 shares of First Financial
Common Stock, or approximately 48.6% of the issued and outstanding
shares.

THE BOARD OF DIRECTORS OF FIRST FINANCIAL HAS CAREFULLY
CONSIDERED AND UNANIMOUSLY APPROVED THE TERMS OF THE MERGER. THE
BOARD HAS DETERMINED THAT THE MERGER IS IN THE BEST INTEREST OF
FIRST FINANCIAL AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER
---
AGREEMENT.

REASONS FOR THE MERGER

The Board of Directors of First Financial believes that
a business combination with a larger financial institution and more
geographically diversified regional bank holding company such as
MBI would, in addition to providing significant value to all
shareholders, enable First Financial to compete more effectively in
its market area and participate in the expanded opportunities for
growth that the Merger would make possible.

The Board of Directors of MBI believes that the Merger
will enable MBI to (i) increase its presence in southern Missouri
through the acquisition of an established banking organization and
(ii) enhance its ability to compete in the increasingly competitive
banking and financial services industry. See "TERMS OF THE
PROPOSED MERGER - Background of and Reasons for the Merger; Board
Recommendations."

OPINION OF FINANCIAL ADVISOR TO FIRST FINANCIAL

Alex Sheshunoff & Co. Investment Banking ("Sheshunoff")
has served as financial advisor to First Financial and has rendered
an opinion to the Board of Directors of First Financial that the
consideration to be received by the First Financial shareholders in
the Merger is fair to the First Financial shareholders from a
financial point of view. A copy of such opinion is attached hereto
as Annex B and should be read in its entirety with respect to
-------
the assumptions made, other matters considered and limitations on
the reviews undertaken. See "TERMS OF THE PROPOSED MERGER -
Opinion of Financial Advisor to First Financial."

FRACTIONAL SHARES

No fractional shares of MBI Common Stock will be issued
to the shareholders of First Financial in connection with the
Merger. Each holder of First Financial Common Stock who otherwise
would have been entitled to receive a fraction of a share of MBI
Common Stock shall receive in lieu thereof cash, without interest,
in an amount equal to the holder's fractional share interest
multiplied by $45.325, the average of the closing stock price of
MBI Common Stock on the NYSE Composite Tape as reported in The Wall
Street Journal for the five trading days prior to July 9, 1996, the
date of execution of the Merger Agreement (the "Average MBI Stock
Price"). Cash received by First Financial shareholders in lieu of
fractional shares may give rise to taxable income. See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER."

- 14 -
<PAGE> 21

DISSENTERS' RIGHTS

Under the Missouri Act, each holder of First Financial
Common Stock may, in lieu of receiving the Merger Consideration,
seek the fair value of his or her shares and, if the Merger is
consummated, receive payment of such fair value in cash by
following certain procedures set forth in Section 351.455 of the
Missouri Act, the text of which is attached hereto as Annex A.
-------
Failure to follow such procedures may result in a loss of such
shareholder's dissenters' rights. Any First Financial shareholder
returning a blank executed proxy card will be deemed to have
approved the Merger Agreement, thereby waiving any such dissenters' rights.
See "DISSENTERS' RIGHTS OF SHAREHOLDERS OF FIRST FINANCIAL."

WAIVER AND AMENDMENT

Any provision of the Merger Agreement, including, without
limitation, the conditions to the consummation of the Merger and
the restrictions described under the caption "TERMS OF THE PROPOSED
MERGER - Business Pending the Merger," may be (i) waived in writing
at any time by the party that is, or whose shareholders are,
entitled to the benefits thereof or (ii) amended at any time by
written agreement of the parties approved by or on behalf of their
respective Executive Committee or Board of Directors, as the case
may be, whether before or after the approval of the Merger
Agreement by the First Financial shareholders at the Special
Meeting; provided, however, that after such approval, no such
modification may (i) alter or change the amount or kind of the
Merger Consideration to be received by the First Financial
shareholders or (ii) adversely affect the tax treatment of the
First Financial shareholders.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

MBI Counsel has delivered the Tax Opinion to the effect
that, assuming the Merger occurs in accordance with the Merger
Agreement and conditioned on the accuracy of certain
representations made by MBI, First Financial and certain holders of
First Financial Common Stock, the Merger will constitute a
"reorganization" for federal income tax purposes and that,
accordingly, no gain or loss will be recognized by First Financial
shareholders who exchange their shares of First Financial Common
Stock solely for shares of MBI Common Stock in the Merger.
However, First Financial shareholders who receive cash in exchange
for First Financial Common Stock (whether in lieu of fractional
shares or pursuant to a Cash Distribution or Combined Distribution)
may recognize taxable income, but not in excess of the amount of
cash received. EACH FIRST FINANCIAL SHAREHOLDER IS URGED TO
CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TO SUCH SHAREHOLDER. See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER."

REGULATORY APPROVALS

An application regarding the Merger has been filed with
the Federal Reserve Board. The Merger cannot be consummated until
receipt of approval from such agency. In reviewing the Merger, the
Federal Reserve Board will consider various factors, including
possible anticompetitive effects of the Merger, and will examine
the financial and managerial resources and future prospects of the
combined organization. There can be no assurance that the
necessary regulatory approval will be received or as to the timing
of such approval. See "TERMS OF THE PROPOSED MERGER - Regulatory
Approval" and "SUPERVISION AND REGULATION."

- 15 -
<PAGE> 22

ACCOUNTING TREATMENT

The Merger will be accounted for under the purchase
method of accounting. See "TERMS OF THE PROPOSED MERGER -
Accounting Treatment."

MARKETS AND MARKET PRICES

MBI Common Stock is currently traded on the NYSE under
the symbol "MTL." The last sale price reported for MBI Common
Stock on July 9, 1996, the last trading date preceding the public
announcement of the Merger, was $45.00.

There is no established public trading market for First
Financial Common Stock. The last sale price for First Financial
Common Stock known to management prior to the public announcement
of the Merger was $105 per share in 1992. Because of this lack of
established trading market for shares of First Financial Common
Stock, management of First Financial does not have knowledge of the
prices paid in all transactions involving its shares and has not
necessarily verified the prices indicated in the table with both
parties to the relevant transaction. Thus, the sale prices listed
below may not reflect the prices that would have been paid in an
active market. As of the Record Date, First Financial had 107
shareholders of record.

The following table sets forth for the periods indicated
the high and low prices per share of MBI Common Stock as reported
on the NYSE and of First Financial Common Stock as known to
management of First Financial, along with the quarterly cash
dividends per share declared. The per share prices do not include
adjustments for retail mark-ups, mark-downs or commissions.

<TABLE>
<CAPTION>
MBI First Financial
-------------------------------- -----------------------------
SALES PRICE CASH SALES PRICE CASH
------------------ DIVIDEND ---------------- DIVIDEND
HIGH LOW DECLARED HIGH LOW DECLARED
---- --- -------- ---- --- --------
<S> <C> <C> <C> <C> <C> <C>
1994
- ----
First Quarter $34.125 $29.875 $.28 <F2> <F2> $1.25
Second Quarter 38.125 31.125 .28 <F2> <F2> 1.25
Third Quarter 39.250 34.875 .28 <F2> <F2> 1.25
Fourth Quarter 36.875 29.500 .28 <F2> <F2> 7.25

1995
- ----
First Quarter $37.250 $31.250 $.33 <F2> <F2> $1.25
Second Quarter 44.875 36.000 .33 <F2> <F2> 1.25
Third Quarter 47.000 41.625 .33 <F2> <F2> 1.25
Fourth Quarter 46.500 41.500 .33 <F2> <F2> 7.25

1996
- ----
First Quarter $46.500 $41.500 $.41 <F2> <F2> $1.25
Second Quarter 47.875 43.500 .41 <F2> <F2> 1.25
Third Quarter (through
September 10, 1996)<F1> 50.375 43.375 .41 <F2> <F2> 1.25

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

<F1> For recent sale prices of MBI Common Stock, see page 2 of this Proxy Statement/Prospectus.

<F2> No trades known to management of First Financial.

</TABLE>

- 16 -
<PAGE> 23

COMPARATIVE UNAUDITED PER SHARE DATA

The following table sets forth for the periods indicated
selected historical per share data of MBI and First Financial and
the corresponding pro forma and pro forma equivalent per share
amounts, giving effect to the proposed Merger and the proposed
acquisitions of Peoples and TODAY'S. The data presented is based
upon the supplemental consolidated financial statements and
consolidated financial statements and related notes of MBI and the
consolidated financial statements and related notes of First
Financial included in this Proxy Statement/Prospectus or in
documents incorporated herein by reference and the pro forma
combined consolidated balance sheet and income statements,
including the notes thereto, appearing elsewhere herein. This
information should be read in conjunction with such historical and
pro forma financial statements and related notes thereto. The
assumptions used in the preparation of this table appear in the
notes to the pro forma financial information appearing elsewhere in
this Proxy Statement/Prospectus. See "PRO FORMA FINANCIAL
INFORMATION - Notes to Pro Forma Combined Consolidated Financial
Statements." These data are not necessarily indicative of the
results of the future operations of the combined organization or
the actual results that would have occurred if the proposed Merger
or the proposed acquisitions of Peoples and TODAY'S had been
consummated prior to the periods indicated.

<TABLE>
<CAPTION>
MBI/First MBI/First MBI/All MBI/
First Financial Financial Entities All Entities
MBI Financial Pro Forma Pro Forma Pro Forma Pro Forma
Reported Reported Combined <F1> Equivalent <F2> Combined <F3> Equivalent <F2>
--------- --------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Book Value per Share:
June 30, 1996 $ 25.64 $135.76 $25.64 $110.16 $25.65 $110.20
December 31, 1995 26.04 136.48 26.04 111.88 26.05 119.92

Cash Dividends Declared per Share:
Six Months ended June 30, 1996 $ .82 $ 2.50 $ .82 $ 3.52 $ .82 $ 3.52
Year ended December 31, 1995 1.32 11.00 1.32 5.67 1.32 5.67

Earnings per Share:
Six Months ended June 30, 1996 $ 1.10 $ 6.84 $ 1.10 $ 4.73 $ .99 $ 4.25
Year ended December 31, 1995 3.74 12.97 3.75 16.11 3.63 15.60

Market Price per Share:
At July 9, 1996 <F4> $45.00 $ n/a n/a n/a n/a n/a
At September 10, 1996 <F4> 50.25 n/a n/a n/a n/a n/a

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

<F1> Includes the effect of pro forma adjustments for First Financial, as appropriate. See "PRO FORMA FINANCIAL
INFORMATION - Notes to Pro Forma Combined Consolidated Financial Statements."

<F2> Based on the pro forma combined per share amounts multiplied by 4.2963, the Stock Distribution. Further
explanation of the assumptions used in the preparation of the pro forma combined consolidated financial statements is
included in the notes to pro forma financial statements. See "PRO FORMA FINANCIAL INFORMATION - Notes to Pro Forma
Combined Consolidated Financial Statements."

<F3> Includes the effect of pro forma adjustments for First Financial, Peoples and TODAY'S, as appropriate. See "PRO
FORMA FINANCIAL INFORMATION - Notes to Pro Forma Combined Consolidated Financial Statements." Due to the immateriality
of the financial condition and results of operations of Regional to that of MBI, does not include the effect of pro
forma adjustments for Regional.

<F4> The market price per share of MBI Common Stock was determined as of July 9, 1996, and September 10, 1996, the last
trading day preceding the public announcement of the proposed Merger and as of the latest available date prior to the
mailing of the Proxy Statement/Prospectus, respectively, based on the last sale price as reported on the NYSE Composite
Tape. There are no publicly available quotations of First Financial Common Stock.

</TABLE>

- 17 -
<PAGE> 24

SUMMARY FINANCIAL DATA

The following table sets forth for the periods indicated
certain summary historical consolidated financial information for
MBI and First Financial. The balance sheet data and income
statement data of MBI included in the summary financial data as of
and for the five years ended December 31, 1995 are taken from the
audited supplemental consolidated financial statements of MBI as of
the end of and for each such year. The balance sheet data and
income statement data of First Financial included in the summary
financial data as of and for the five years ended December 31, 1995
are taken from the audited consolidated financial statements of
First Financial as of the end of and for each such year. The
balance sheet data and income statement data included in the
summary financial data as of and for the six months ended June 30,
1996 and 1995 are taken from the unaudited consolidated financial
statements and supplemental consolidated financial statements of
MBI and the unaudited consolidated financial statements of First
Financial as of and for the six months ended June 30, 1996 and
1995. These data include all adjustments which are, in the opinion
of the respective managements of MBI and First Financial, necessary
to present a fair statement of these periods and are of a normal
recurring nature. Results for the six months ended June 30, 1996
are not necessarily indicative of results for the entire year. The
following information should be read in conjunction with the
supplemental consolidated financial statements of MBI and the
consolidated financial statements of First Financial, and the
related notes thereto, included herein or in documents incorporated
herein by reference, and in conjunction with the unaudited pro
forma combined consolidated financial information, including the
notes thereto, appearing elsewhere in this Proxy Statement/
Prospectus. See "INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE" and "PRO FORMA FINANCIAL INFORMATION."

- 18 -
<PAGE> 25

<TABLE>
MERCANTILE BANCORPORATION INC.
SUMMARY FINANCIAL DATA

<CAPTION>
As of or for the
Six Months Ended As of or for the
June 30 Year Ended December 31
--------------------- -----------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C> <C>
PER COMMON SHARE DATA
Net income<F1> $ 1.10 $ 1.86 $ 3.74 $ 3.19 $ 2.79 $ 2.40 $ 2.34
Dividends declared .82 .66 1.32 1.12 .99 .93 .93
Book value at period end 25.64 24.49 26.04 23.32 21.59 19.44 18.12
Average common shares
outstanding (thousands) 62,916 60,722 61,884 59,757 58,751 55,050 47,159

EARNINGS (THOUSANDS)
Interest income $ 655,572 $ 633,296 $1,293,944 $1,118,069 $1,094,611 $1,139,807 $1,156,821
Interest expense 309,114 295,986 620,534 450,950 444,573 549,642 668,578
--------- --------- ---------- ---------- ---------- ---------- ----------
Net interest income 346,458 337,310 673,410 667,119 650,038 590,165 488,243
Provision for possible loan losses 43,806 20,673 36,530 43,265 64,302 79,551 64,028
Other income 137,441 127,611 273,653 236,561 245,589 224,456 195,237
Other expense 326,094 271,214 553,748 555,176 570,182 529,645 486,490
Income taxes 44,358 59,714 124,109 113,165 96,074 69,681 28,418
--------- --------- ---------- ---------- ---------- ---------- ----------
Net income $ 69,641 $ 113,320 $ 232,676 $ 192,074 $ 165,069 $ 135,744 $ 104,544
========= ========= ========== ========== ========== ========== ==========

ENDING BALANCE SHEET (MILLIONS)
Total assets $ 18,038 $ 17,274 $ 17,928 $ 16,724 $ 16,293 $ 16,033 $ 14,045
Earning assets 16,651 16,039 16,264 15,427 14,980 14,678 12,854
Investment securities 4,429 4,199 4,211 4,280 4,670 4,632 3,412
Loans and leases,
net of unearned income 11,948 11,378 11,731 10,904 9,809 9,570 8,809
Deposits 14,333 13,052 13,714 12,865 13,243 13,260 11,685
Long-term debt 312 320 325 330 316 336 238
Shareholders' equity 1,607 1,500 1,640 1,409 1,295 1,143 939
Reserve for possible loan losses 206 201 202 216 206 199 176

SELECTED RATIOS
Return on average assets .77% 1.32% 1.33% 1.17% 1.03% .89% .78%
Return on average equity 8.48 15.50 15.14 14.06 13.46 12.76 11.81
Net interest rate margin 4.29 4.38 4.28 4.53 4.52 4.33 4.12
Equity to assets 8.91 8.68 9.15 8.42 7.95 7.13 6.68
Reserve for possible loan losses to:
Outstanding loans 1.72 1.77 1.72 1.98 2.10 2.08 2.00
Non-performing loans 322.71 431.32 245.18 583.17 290.02 154.17 109.79
Dividend payout ratio 74.55 35.48 35.29 35.11 35.48 38.75 39.74

<FN>

<F1> Based on weighted average common shares outstanding.
</TABLE>

- 19 -
<PAGE> 26

<TABLE>
FIRST FINANCIAL CORPORATION OF AMERICA
SUMMARY FINANCIAL DATA

<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA
Net income $ 6.84 $ 4.74 $ 12.97 $ 13.79 $ 14.53 $ 14.34 $ 11.11
Dividends declared 2.50 2.50 11.00 11.00 10.99 9.05 1.60
Book value at period end 135.76 135.19 136.48 118.79 132.78 129.33 124.04
Average common shares
outstanding 76,927 76,927 76.927 76.927 76,877 76,830 76,830

EARNINGS (THOUSANDS)
Interest income $ 3,228 $ 2,955 $ 6,103 $ 5,303 $ 5,378 $5,745 $ 6,266
Interest expense 1,429 1,294 2,693 1,963 1,959 2,523 3,330
--------- --------- --------- --------- --------- --------- ---------
Net interest income 1,799 1,661 3,410 3,340 3,419 3,222 2,936
Provision for possible loan losses 12 60 90 110
Other income 215 224 711 693 531 491 389
Other expense 1,198 1,359 2,693 2,566 2,465 2,168 2,008
Income taxes 278 161 430 406 308 354 353
--------- --------- --------- --------- --------- --------- ---------
Net income $ 526 $ 365 $ 998 $ 1,061 $ 1,117 $ 1,101 $ 854
========= ========= ========= ========= ========= ========= =========

ENDING BALANCE SHEET (THOUSANDS)
Total assets $ 87,508 $ 80,778 $ 81,672 $ 78,997 $ 78,730 $ 76,643 $ 72,370
Earning assets 80,772 75,127 76,853 72,949 74,564 73,144 68,739
Investment and mortgage-backed
securities 33,101 29,868 27,105 30,183 37,866 35,148 33,940
Loans and leases,
net of unearned income 521 44,558 47,373 41,466 36,048 33,996 32,169
Borrowings and advances
from Federal Home Loan Bank
Shareholders' equity 10,443 10,400 10,499 9,139 10,209 9,937 9,531
Reserve for possible loan losses 660 666 647 665 659 613 563

SELECTED RATIOS
Return on average assets 1.24% 0.91% 1.23% 1.33% 1.44% 1.48% 1.20%
Return on average equity 5.03 3.74 10.17 10.97 11.09 11.32 9.31
Net interest rate margin 4.60 4.54 4.59 4.61 4.83 4.73 4.48
Equity to assets 11.93 12.87 12.85 11.57 12.97 12.96 13.17
Reserve for possible loan losses to:
Outstanding loans 1.39 1.49 1.36 1.60 1.83 1.80 1.75
Non-performing loans 417.44 251.21 444.61 404.61 349.59 261.44 536.41
Cash dividend payout 36.55 52.71 84.78 79.74 75.68 63.13 14.40

</TABLE>

- 20 -
<PAGE> 27

INFORMATION REGARDING SPECIAL MEETING
-------------------------------------

GENERAL

This Proxy Statement/Prospectus is being furnished to
holders of First Financial Common Stock in connection with the
solicitation of proxies by the Board of Directors of First
Financial for use at the Special Meeting and any adjournments or
postponements thereof at which the shareholders of First Financial
will consider and vote upon a proposal to approve the Merger
Agreement and each of the transactions contemplated thereby and any
other business which may properly be brought before the Special
Meeting or any adjournments or postponements thereof. Each copy of
this Proxy Statement/Prospectus is accompanied by a Notice of
Special Meeting of Shareholders, a proxy card, an Election Form,
a self-addressed return envelope to First Financial for the proxy card
and a self-addressed return envelope to the Exchange Agent for the
Election Form.

This Proxy Statement/Prospectus is also furnished by MBI
to each holder of First Financial Common Stock as a prospectus in
connection with the issuance by MBI of shares of MBI Common Stock
upon the consummation of the Merger. This Proxy Statement/Prospectus
and the Notice of Special Meeting, proxy card, Election Form and
related materials are being first mailed to shareholders of First
Financial on September 16, 1996.

DATE, TIME AND PLACE

The Special Meeting will be held at the First National Bank
Courtesy Room, 403 North Jackson Street, Salem, Missouri, on Tuesday,
October 15, 1996, at 1:00 p.m., Central Time.

RECORD DATE; VOTE REQUIRED

On the Record Date, there were 76,927 shares of First
Financial Common Stock outstanding and entitled to vote at the
Special Meeting. Each such share is entitled to one vote on each
matter properly brought before the Special Meeting. The
affirmative vote of the holders of at least two-thirds of the
outstanding shares of First Financial Common Stock is required to
approve the Merger Agreement.

As of the Record Date, the directors and executive
officers of First Financial and their affiliates owned beneficially
an aggregate of 24,700 shares of First Financial Common Stock, or
approximately 32.1% of the outstanding shares of First Financial
Common Stock entitled to vote at the Special Meeting. Each of the
directors and certain other affiliates of First Financial, pursuant
to the terms of his, her or its respective Voting Agreement, has
committed to vote his, her or its shares of First Financial Common
Stock for the approval of the Merger Agreement. As of the Record
Date, such directors and affiliates of First Financial owned
beneficially an aggregate of 37,370 shares of First Financial
Common Stock, or approximately 48.6% of the issued and outstanding
shares.

VOTING AND REVOCATION OF PROXIES

Shares of First Financial Common Stock which are
represented by a properly executed proxy card received prior to the
vote at the Special Meeting will be voted at such Special Meeting
in the manner directed on the proxy card, unless such proxy
designation is revoked in the manner set forth herein in advance of
the vote at the Special Meeting. ANY FIRST FINANCIAL SHAREHOLDER
RETURNING AN EXECUTED PROXY CARD WHICH DOES NOT PROVIDE
INSTRUCTIONS TO VOTE AGAINST THE APPROVAL OF THE MERGER
AGREEMENT WILL BE DEEMED TO HAVE APPROVED THE MERGER AGREEMENT.
Failure to return a properly

- 21 -
<PAGE> 28

executed proxy card or to vote in person at the Special Meeting will have the
practical effect of a vote against the approval of the Merger Agreement.

Shares subject to abstentions will be treated as shares
that are present and voting at the Special Meeting for purposes of
determining the presence of a quorum and as voted for the purposes
of determining the base number of shares voting on the proposal.
Such shares will, therefore, have the effect of votes against the
approval of the Merger Agreement. Broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have
not received instructions from the beneficial owners or other
persons entitled to vote shares with respect to which such brokers
or nominees do not have discretionary power to vote) will be
considered as present for purposes of determining the presence of
a quorum but will not be considered as voting at the Special
Meeting. Broker non-votes, therefore, will also have the effect of
votes against the approval of the Merger Agreement.

Any shareholder of First Financial giving a proxy may
revoke it at any time prior to the vote at the Special Meeting.
Shareholders of First Financial wishing to revoke a proxy prior to
the vote may do so by delivering to the Secretary of First
Financial at 403 North Jackson Street, Salem, Missouri 65560, at or
before the Special Meeting, a written notice of revocation bearing
a later date than the proxy or a later dated proxy relating to the
same shares, or by attending the Special Meeting and voting the
same shares in person. Attendance at the Special Meeting will not
in itself constitute the revocation of a proxy.

The Board of Directors of First Financial is not
currently aware of any business to be brought before the Special
Meeting other than that described herein. If, however, other
matters are properly brought before such Special Meeting, or any
adjournments or postponements thereof, the persons appointed as
proxies will have discretionary authority to vote the shares
represented by duly executed proxies in accordance with their
discretion and judgment as to the best interest of First Financial.

SOLICITATION OF PROXIES

First Financial will bear its own costs of soliciting
proxies, except that MBI will pay printing and mailing expenses and
registration fees incurred in connection with preparing this Proxy
Statement/Prospectus. Proxies will initially be solicited by mail,
but directors, officers and selected other employees of First
Financial may also solicit proxies in person or by telephone.
Directors, executive officers and any other employees of First
Financial who solicit proxies will not be specially compensated for
such services. Brokerage houses, nominees, fiduciaries and other
custodians will be requested to forward proxy materials to
beneficial owners and will be reimbursed for their reasonable
expenses incurred in sending proxy materials to beneficial owners.

HOLDERS OF FIRST FINANCIAL COMMON STOCK ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT TO
FIRST FINANCIAL PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID WHITE ENVELOPE.

- 22 -
<PAGE> 29

TERMS OF THE PROPOSED MERGER
----------------------------

THE FOLLOWING IS A SUMMARY OF THE MATERIAL TERMS AND
CONDITIONS OF THE MERGER AGREEMENT, WHICH DOCUMENT IS INCORPORATED
BY REFERENCE HEREIN. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
THE FULL TEXT OF THE MERGER AGREEMENT. MBI, UPON WRITTEN OR ORAL
REQUEST, WILL FURNISH A COPY OF THE MERGER AGREEMENT, WITHOUT
CHARGE, TO ANY PERSON WHO RECEIVES A COPY OF THIS PROXY
STATEMENT/PROSPECTUS. SUCH REQUESTS SHOULD BE DIRECTED TO JON W.
BILSTROM, GENERAL COUNSEL AND SECRETARY, MERCANTILE BANCORPORATION
INC., P.O. BOX 524, ST. LOUIS, MISSOURI 63166-0524, TELEPHONE
(314) 425-2525.

GENERAL DESCRIPTION OF THE MERGER

At the Effective Time, and subject to the elections of
the First Financial shareholders and other adjustments intended to
accommodate the tax-deferred nature of the transaction under the
federal income tax laws for those First Financial shareholders who
receive solely shares of MBI Common Stock, each share of First
Financial Common Stock will be converted into the right to receive
one of the following: (i) an amount in cash equal to $194.73;
(ii) 4.2963 shares of MBI Common Stock; or (iii) both an amount in
cash equal to $42.26 and 3.364 shares of MBI Common Stock.
Accordingly, each First Financial shareholder will have the
opportunity to elect whether to receive as consideration in the
Merger the Cash Distribution, the Stock Distribution or the
Combined Distribution. Enclosed with this Proxy
Statement/Prospectus is an Election Form whereby the First
Financial shareholders may indicate their election. In order for
an Election Form to be effective, the Election Form must be
properly completed and duly executed by a First Financial
shareholder and returned to the Exchange Agent by the Election
Deadline.

Each separate entry on the First Financial list of
shareholders shall be presumed to represent a separate and distinct
holder of record of First Financial Common Stock. Shares held of
record by a bank, trust company, broker, dealer or other recognized
nominee shall be deemed to be held by a single holder unless the
nominee advises the Exchange Agent in writing otherwise, in which
case, each beneficial owner will be treated as a separate holder
and, either directly or through such nominee, may submit a separate
Election Form. Any election may be revoked or changed by the
person submitting an Election Form or any other person to whom the
subject shares are subsequently transferred by written notice to
the Exchange Agent by such holder or transferee, which notice is
received by the Exchange Agent by the Election Deadline. FIRST
FINANCIAL SHAREHOLDERS ARE URGED TO CONSULT WITH THEIR OWN
FINANCIAL AND TAX ADVISORS PRIOR TO RETURNING THEIR ELECTION FORMS
TO THE EXCHANGE AGENT TO DETERMINE THE BEST ALTERNATIVE FOR THEM.

No Election Shares will be treated as Cash Election
Shares for purposes of determining the type and amount of Merger
Consideration payable to the holders of No Election Shares;
provided, however, that if the aggregate amount of cash payable to
the holders of Cash Election Shares is reduced and replaced with
shares of MBI Common Stock, as described below, the cash payable to
the holders of No Election Shares will be reduced and replaced with
shares of MBI Common Stock before the cash payable to the holders
of Cash

- 23 -
<PAGE> 30

Election Shares is so reduced and replaced. Dissenting
Shares will also be treated as Cash Election Shares, unless the
aggregate amount of cash payable to the holders of Cash
Election Shares is reduced and replaced with shares of MBI Common
Stock, as described below, in which case such Dissenting Shares will
not be so reduced and replaced.

The actual Merger Consideration paid to each First
Financial shareholder upon consummation of the Merger may differ in
form or proportion from the Merger Consideration elected by each
such shareholder pursuant to an Election Form in the event of
either: (i) an Over-Election, whereby the aggregate number of
shares of MBI Common Stock issuable as Merger Consideration on the
basis of the shareholders' elections exceeds 258,783; or (ii) an
Under-Election, whereby the aggregate number of shares of MBI
Common Stock issuable as Merger Consideration pursuant to the
shareholders' elections is less than 258,783 and would be
insufficient to allow MBI Counsel to render an opinion that the
Merger will qualify as a reorganization under Section 368 of the
Code for federal income tax purposes. In the event of an Over-
Election, the aggregate number of shares of MBI Common Stock
issuable as a portion of all Combined Distributions (and, if
necessary, in all Stock Distributions) will be reduced pro rata and
the Cash Distribution will be issued in lieu thereof, such that the
aggregate number of shares of MBI Common Stock issuable as Merger
Consideration in all Stock Distributions and Combined Distributions
equals 258,783. In the event of an Under-Election, the Cash
Distribution payable to the holders of No Election Shares (and, if
necessary, to the holders of first the Combined Election Shares
and, second, the Cash Election Shares) will be reduced pro rata and
the Stock Distribution will be issued in lieu thereof, such that
the aggregate number of shares of MBI Common Stock necessary for
MBI Counsel to render the Tax Opinion will be issued as Merger
Consideration. In all other cases, the Merger Consideration paid
to each First Financial shareholder will be in the same form and
proportion as such shareholder has elected on an Election Form (or
has been deemed to have elected in the case of No Election Shares
or shares held by certain holders of 1% or more of First Financial
Common Stock). A more detailed description of the process through
which the Merger Consideration will be determined and paid to the
First Financial shareholders, including the terms and conditions
under which a particular type of Merger Consideration elected by a
First Financial shareholder may be replaced by another type of
Merger Consideration, is set forth below.

In the event that the number of shares of MBI Common
Stock issuable as Merger Consideration to the holders of Stock
Election Shares and Combined Election Shares is less than 258,783,
then:

(i) the Stock Election Shares will be converted
into the right to receive the Stock Distribution; and

(ii) the Cash Election Shares and the Combined
Election Shares will be converted into the right to
receive the Cash Distribution and the Combined
Distribution, respectively; provided, however, that in
the event of an Under-Election, whereby the number of
shares of MBI Common Stock issuable to the holders of the
Stock Election Shares and Combined Election Shares is
insufficient, in the opinion of MBI Counsel, to allow MBI
Counsel to render the Tax Opinion (see "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER"), then MBI Counsel
will provide the Notice to the Exchange Agent as soon as
practicable on or after the Closing Date as to the number
of additional shares of MBI Common Stock that will be
required to be issued in the Merger in order to allow MBI
Counsel to render the Tax Opinion in its reasonable
judgment. Upon the receipt of the Notice, the Exchange
Agent shall:

(A) first, (x) reallocate the Merger
Consideration payable to each holder of No Election
Shares on a pro rata basis (based upon the ratio of No

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<PAGE> 31
Election Shares owned by each such holder to the
total number of No Election Shares), such that the
holders of No Election Shares receive an aggregate
number of shares of MBI Common Stock equal to the
Share Deficit, and (y) issue to each such holder of
No Election Shares the balance of the Merger
Consideration due to such holder, if any, in the
form of cash equal to an amount determined by
subtracting the value of the shares of MBI Common
Stock received in the reallocation (using a deemed
value of $45.325 per share) from the product of the
number of No Election Shares held by such holder on
the Closing Date and $194.73;

(B) second, if the reallocation set forth in
paragraph (A) above does not result in the issuance
of an aggregate number of Shares of MBI Common
Stock equal to the Share Deficit, (x) reallocate
the Merger Consideration payable to each holder of
Combined Election Shares on a pro rata basis (based
upon the ratio of Combined Election Shares owned by
each such holder to the total number of Combined
Election Shares), such that the holders of Combined
Election Shares receive an aggregate number of
shares of MBI Common Stock equal to the Share
Deficit less the shares of MBI Common Stock
issuable pursuant to paragraph (A) above, and (y)
issue to each such holder of Combined Election
Shares the balance of the Merger Consideration, if
any, in the form of cash equal to an amount
determined by subtracting the value of the shares
of MBI Common Stock received in the reallocation
(using a deemed value of $45.325 per share) from
the product of the number of No Election Shares
held by such holder on the Closing Date and
$194.73; and

(i) all Cash Election Shares will be converted into
the right to receive the Cash Distribution; and

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<PAGE> 32

(ii) the Exchange Agent will determine the Share
Surplus, the number by which the shares of MBI Common
Stock issuable pursuant to the Stock Distribution and the
Combined Distribution exceeds 258,783 and will:

(A) first, (x) reallocate the Merger
Consideration payable to each such holder of
Combined Election Shares on a pro rata basis (based
upon the ratio of the number of Combined Election
Shares owned by each such holder to the total
number of Combined Election Shares), such that the
total number of shares of MBI Common Stock received
by the holders of Combined Election Shares is
reduced by the Share Surplus, and (y) in lieu of
the issuance of such MBI Common Stock portion of
the Combined Distribution for each share of First
Financial Common Stock, issue to each such holder
of Combined Election Shares a cash payment equal to
$194.73; and

(B) second, (x) if the reallocation set forth
in paragraph (A) above does not result in the
elimination of the Share Surplus, the Exchange
Agent shall eliminate the Share Surplus by
reallocating the Merger Consideration payable to
each holder of Stock Election Shares, on a pro rata
basis (based upon the ratio of the number of Stock
Election Shares owned by each such holder to the
total number of Stock Election Shares), such that
the total number of shares of MBI Common Stock
received by the holders of Stock Election Shares is
reduced by the Share Surplus less the number of
shares reduced pursuant to paragraph (A) above, and
(y) in lieu of the issuance of such MBI Common
Stock for each share of First Financial Common
Stock, issue to each such holder of Stock Election
Shares a cash payment equal to $194.73.

The amount and nature of the Merger Consideration was
established through arm's-length negotiations between MBI,
Ameribanc and First Financial, and reflects the balancing of a
number of countervailing factors. The total amount of the Merger
Consideration reflects a price both parties concluded was
appropriate. See "- Background of and Reasons for the Merger;
Board Recommendations."

NO ASSURANCE CAN BE GIVEN THAT THE CURRENT FAIR MARKET
VALUE OF MBI COMMON STOCK WILL BE EQUIVALENT TO THE FAIR MARKET
VALUE OF MBI COMMON STOCK ON THE DATE SUCH STOCK IS RECEIVED BY A
FIRST FINANCIAL SHAREHOLDER OR AT ANY OTHER TIME. THE FAIR MARKET
VALUE OF

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<PAGE> 33

MBI COMMON STOCK AT THE TIME IT IS RECEIVED BY A FIRST
FINANCIAL SHAREHOLDER MAY BE GREATER OR LESS THAN THE CURRENT FAIR
MARKET VALUE OF MBI COMMON STOCK DUE TO NUMEROUS MARKET FACTORS.

Within ten days following the Closing Date, the Exchange
Agent will mail to each First Financial shareholder a notice of
consummation of the Merger and a form of letter of transmittal,
together with instructions and a return envelope to facilitate the
exchange of such holder's certificate(s) formerly representing
First Financial Common Stock for such holder's portion of the
Merger Consideration. Each such shareholder will be required to
submit to the Exchange Agent a properly executed letter of
transmittal and surrender to the Exchange Agent the stock
certificate(s) formerly representing the shares of First Financial
Common Stock held by such shareholder. Upon such submittal, each
shareholder will receive from the Exchange Agent, within ten days
after the date the Exchange Agent received such shareholder's
letter of transmittal and certificate, the cash and/or a
certificate representing MBI Common Stock to which such shareholder
is entitled as Merger Consideration. No interest will be accrued
or paid with respect to the cash component of the Merger
Consideration. No dividends or other distributions declared after
the Effective Time will be paid to a former First Financial
shareholder with respect to the MBI Common Stock issuable as Merger
Consideration until such shareholder's letter of transmittal and
stock certificates, or documentation reasonably acceptable to the
Exchange Agent in lieu of lost or destroyed certificates formerly
representing First Financial Common Stock, are delivered to the
Exchange Agent. Upon such delivery, all such dividends or other
distributions declared after the Effective Time with respect to MBI
Common Stock will be remitted to such shareholders (without
interest and less any taxes that may have been imposed thereon).
See "- Surrender of First Financial Stock Certificates and Receipt
of MBI Common Stock and/or Cash." No fractional shares of MBI
Common Stock will be issued in the Merger, but cash, calculated by
multiplying the holder's fractional share interest by $45.325, the
Average MBI Stock Price, will be paid in lieu of fractional shares.
See "- Fractional Shares." The shares of MBI Common Stock issued
as Merger Consideration will be freely transferable except by
certain shareholders of First Financial who are deemed to be
"affiliates" of First Financial. The shares of MBI Common Stock
issued as the Stock Distribution or as a portion of the Combined
Distribution to such affiliates will be restricted in their
transferability in accordance with the rules and regulations
promulgated by the Commission. See "INFORMATION REGARDING MBI
STOCK - Restrictions on Resale of MBI Stock by Affiliates."

VOTING AGREEMENTS

In addition to and contemporaneously with the Merger
Agreement, MBI and each of the directors and certain other
affiliates of First Financial executed separate Voting Agreements
pursuant to which each such director and affiliate agreed that he,
she or it will vote all of the shares of First Financial Common
Stock that he, she or it then owns or subsequently acquires and
over which he, she or it then has, or prior to the Record Date
acquires, voting control in favor of the approval of the Merger
Agreement at the Special Meeting. In addition, until the earliest
to occur of the Effective Time, the termination of the Merger
Agreement or the abandonment of the Merger by the mutual agreement
of First Financial and MBI, each such director further agreed that
he, she or it will not vote any such shares in favor of the
approval of any other agreement relating to the merger or sale of
substantially all the assets of First Financial to any person other
than MBI or its affiliates. Each such director and affiliate also
agreed that he, she or it will not transfer shares of First
Financial Common Stock unless, prior to such transfer, the
transferee executes an agreement with respect to the transferred
shares in substantially the same form as the Voting Agreement and
reasonably satisfactory to MBI. As of the Record Date, such
directors and affiliates of First Financial owned beneficially an
aggregate of 37,370 shares of First Financial Common Stock
(excluding option shares), or approximately 48.6% of the issued and
outstanding shares.

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<PAGE> 34

BACKGROUND OF AND REASONS FOR THE MERGER; BOARD RECOMMENDATIONS

BACKGROUND OF THE MERGER. The banking industry in
general has experienced substantial and rapid change in recent
years as there has been considerable consolidation activity in
which institutions of First Financial's size have been acquired by
large regional banking organizations with access to capital and
resources substantially greater than First Financial. The Board of
Directors of First Financial, mindful of the realities of the
banking industry, has continually evaluated the future prospects
and viability of First Financial as an independent community
banking organization in Salem, Missouri, and the strategic
alternatives available to the organization, including possible
business combinations with other banking organizations. Although
the Board of Directors of First Financial determined that it would
entertain offers from prospective acquirors which were reflective
of the true value of First Financial and in the best interests of
all shareholders, it was the consensus of the Board that, in order
to keep all of its strategic options open, it would not, as a
general matter, actively solicit or pursue a business combination
involving First Financial.

Several years ago, First Financial was approached, in
separate instances, by a local banking organization and a regional
banking organization regarding possible business combinations with
First Financial. The expressions of interest were informal in
nature, no firm or binding offers were presented, no due diligence
was conducted by either party and discussions did not ensue.

Representatives of First Financial advised
representatives of MBI at an informal industry function in mid-1993
that First Financial would entertain an offer from MBI for an
acquisition of First Financial. The Board of Directors of First
Financial was generally familiar with the business philosophy and
method of operation of MBI based upon, among other things, the
correspondent relationship between First Financial's subsidiary
bank, The First National Bank of Salem, and MBI's lead subsidiary
bank, Mercantile Bank of St. Louis, N.A. At a meeting in Salem,
Missouri in September 1993, representatives of MBI advised
representatives of First Financial that an acquisition of First
Financial did not, at that time, fit into MBI's acquisition program
and strategy and, as a result, no offer was made by MBI.

In October 1995, the Board of Directors of First
Financial retained the services of a nationally recognized firm of
certified public accountants to provide an analysis of the range of
values which could be expected in an acquisition of First
Financial. The Board intended to use the analysis to gauge the
adequacy of any future acquisition proposals, although no offers
were then outstanding or anticipated. Representatives of the
accounting firm presented its report and analysis to the Board of
Directors of First Financial in December 1995.

In early 1996, First Financial was approached by a
publicly traded thrift organization located in southeast Missouri
regarding a possible acquisition of First Financial. The initial
non-binding expression of interest presented by the thrift
organization was a cash offer in an amount that the Board of
Directors considered inadequate. Discussions with the thrift
organization did not continue after representatives of First
Financial advised the offeror of the inadequacy of its offer and
that the Board of Directors preferred a tax-free transaction (which
would not have been possible under the terms of the proposed all-
cash transaction). Also in early 1996, the Executive Committee of
the Board of Directors of First Financial informally approached a
large publicly-traded Missouri-based financial organization (which
was not MBI) to inquire as to its interest in a possible
acquisition of First Financial. The organization informed First
Financial that First Financial did not meet its acquisition
criteria because it was not located on a major interstate and no
further discussions were held.

During this same time period in early 1996,
representatives of First Financial were contacted by
representatives of MBI regarding First Financial's interest in a
possible business combination.

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<PAGE> 35
Although MBI's preliminary and initial valuation of First Financial
for purposes of an acquisition was considered inadequate by the
Board of Directors of First Financial, the Board concluded that the
shareholders of First Financial could benefit from a combination
with a large, publicly- traded, regional banking organization such
as MBI and, therefore, authorized representatives of First Financial
to continue to explore the possibility of a business combination
with MBI which the Board could recommend to the First Financial
shareholders and which, preferably, would be an all-stock
transaction (the initial proposal by MBI included 40% cash as part
of the consideration).

Negotiations between representatives of MBI and First
Financial continued during April through June 1996. The Executive
Committee of the Board of Directors of First Financial reviewed,
during early May 1996, a summary prepared by its representatives of
other MBI acquisitions completed during 1995 and concluded that the
amount of the consideration offered by MBI in the proposed
combination with First Financial compared favorably to the amount
of consideration paid by MBI in comparable recent transactions.
The Executive Committee also reviewed and analyzed, during this
period, the other factors described below under "- First
Financial's Reasons and Board Recommendations." Several days
later, representatives of MBI and First Financial met in Rolla,
Missouri to discuss further the amount and type of consideration
(stock and/or cash) to be paid by MBI in a proposed transaction
with First Financial. During late May 1996, representatives of MBI
and First Financial reached an agreement in principle as to the
structure and pricing of the proposed business combination (which
terms are reflected in the Merger Agreement) and, at a meeting of
the Board of Directors of First Financial on May 28, 1996, the
Board of Directors determined to permit MBI to conduct an on-site
due diligence investigation of First Financial, subject to the
execution by MBI and First Financial of a satisfactory
confidentiality agreement. MBI concluded its due diligence
investigation of First Financial during the first week of June
1996.

The status of the negotiations with MBI was reviewed by
the Board of Directors of First Financial at a meeting on June 11,
1996. In mid-June 1996, a draft of the proposed definitive Merger
Agreement was circulated by counsel for MBI. On June 26, 1996,
First Financial's Executive Committee and certain other executive
officers met with First Financial's legal counsel and accountant to
review and discuss the proposed definitive agreement and the
structure and terms of the proposed transaction. On June 27, 1996,
First Financial retained the services of Alex Sheshunoff & Co.
Investment Banking ("Sheshunoff") to advise the Board of Directors
of First Financial as to the adequacy and fairness of the MBI
offer.

Representatives of First Financial and MBI continued
discussions and negotiations regarding the terms of the definitive
Merger Agreement and, on July 9, 1996, the definitive Merger
Agreement was presented to the Board of Directors of First
Financial at a regularly scheduled meeting. At the meeting, the
Board of Directors reviewed the status of the negotiations with MBI
and First Financial's legal counsel and accountant reviewed and
discussed the terms of the definitive Merger Agreement and the
structure and timing of the proposed transaction generally.
Sheshunoff then presented its analyses of the proposed transaction
and orally advised the Board of Directors that the Merger
Consideration to be received by shareholders of First Financial in
the Merger was fair to First Financial and its shareholders from a
financial point of view. See "-- Opinion of Financial Advisor to
First Financial," below. Following discussion and deliberation,
the Board of Directors of First Financial, with all directors
present, voted unanimously to approve the definitive Merger
Agreement. The Merger Agreement was executed by the parties on
July 9, 1996 and publicly announced on July 10, 1996.

FIRST FINANCIAL'S REASONS AND BOARD RECOMMENDATIONS. The
decision of the Board of Directors of First Financial to approve
the Merger and the Merger Agreement was made after thorough
deliberation and careful consideration of numerous factors. The
Board of Directors of First Financial believes that a business
combination with a larger financial institution and more
geographically diversified

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<PAGE> 36
regional bank holding company such as MBI would, in addition to
providing significant value to all shareholders, enable First
Financial to compete more effectively in its market area and
participate in the expanded opportunities for growth that the Merger
would make possible. In the course of reaching its determination to
approve the Merger and the Merger Agreement, the Board of Directors
of First Financial, without assigning relative or specific weights,
considered a number of factors, including the following material
considerations: (a) First Financial's business, results of
operations, financial position and prospects for it to remain
independent; (b) economic conditions and prospects for the market in
which First National operates in light of, among other things,
intensifying competitive pressures in the financial services
industry in general; (c) the MBI Common Stock is traded on the New
York Stock Exchange and the shareholders of First Financial who
receive stock in the Merger would have increased liquidity in their
holdings; (d) the Merger should provide shareholders of First
Financial with a significant premium over the book value and recent
known trading prices of shares of First Financial Common Stock; (e)
the management, business, results of operations and financial
condition and prospects of MBI; (f) the historical dividends paid on
First Financial Common Stock and MBI Common Stock, and the increase
in regular quarterly dividends which would result to First Financial
shareholders who receive MBI stock in the Merger; (g) the
availability of additional capital and financial resources and
provision of a broader range of products and services to customers
of the Bank; and (h) the expectation that the Merger would be a
tax-free transaction for shareholders of First Financial who
receive MBI Common Stock in the Merger (to the extent described
under "CERTAIN FEDERAL INCOME TAX CONSEQUENCES," below).

For the reasons set forth above, the Board of Directors
of First Financial believes that the Merger is in the best interest
of the shareholders of First Financial and, accordingly,
unanimously recommends that the holders of First Financial Common
Stock vote for "FOR" approval of the Merger Agreement.

MBI'S REASONS AND BOARD RECOMMENDATIONS. The Executive
Committee of the Board of Directors of MBI considered a number of
factors, including, among other things, the financial condition of
First Financial and projected synergies which MBI anticipates will
result from the Merger. The Executive Committee concluded that the
Merger presents an unique opportunity for MBI to increase its
presence in southern Missouri through the acquisition of an
established banking organization having significant operations in
the targeted area. MBI's decision to pursue discussions with First
Financial was primarily a result of MBI's assessment of the value
of First Financial banking franchise, its asset base within that
area and the compatibility of the businesses of the two banking
organizations.

OPINION OF FINANCIAL ADVISOR TO FIRST FINANCIAL

GENERAL. First Financial retained Alex Sheshunoff & Co.
Investment Banking ("Sheshunoff") to act as its financial advisor
in connection with the Merger and related matters based upon its
qualifications, expertise and reputation. At the July 9, 1996
meeting of the First Financial Board, Sheshunoff rendered its oral
opinion to the Board that, as of such date, the consideration to be
received in the Merger Agreement was fair from a financial point of
view to the holders of First Financial's Common Stock. Sheshunoff
has subsequently confirmed its July 9, 1996 opinion by delivery to
First Financial's Board of a written opinion (the "Sheshunoff
Opinion").

The full text of the Sheshunoff Opinion, which sets
forth, among other things, assumptions made, procedures followed,
matters considered, and limitations on the review undertaken, is
attached as Annex B to this Joint Proxy Statement/Prospectus.
-------
First Financial's shareholders are urged to read the Sheshunoff
Opinion carefully and in its entirety. The Sheshunoff Opinion is
addressed to First Financial's Board of Directors and does not
constitute a recommendation to any shareholder of First Financial
as to how such shareholder should vote at the First Financial
Meeting.

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<PAGE> 37

In connection with rendering the Sheshunoff Opinion,
Sheshunoff, among other things: (i) analyzed certain internal
financial statements and other financial and operating data
concerning First Financial prepared by the management of First
Financial; (ii) analyzed certain publicly available financial
statements, both audited and unaudited, and other information of
First Financial and MBI, including those included in their
respective Annual Reports for the three years ended December 31,
1995, and their Quarterly Reports for the periods ended June 30,
1995, September 30, 1995, and March 31, 1996; (iii) analyzed certain
financial projections of First Financial prepared by the management of
First Financial; (iv) discussed the past and current operations and
financial condition of First Financial with senior executives; (v)
reviewed the reported stock prices and trading activity for MBI's Common
Stock; (vi) compared the financial performance of MBI's price and trading
activity with that of certain other comparable publicly-traded companies
and their securities; (vii) reviewed and compared certain security
analysis reports of MBI's Common Stock prepared by various
investment banking firms; (viii) reviewed the financial terms, to
the extent publicly available, of certain comparable precedent
transactions; (ix) reviewed the Merger Agreement; and (x) performed
such other analyses as deemed appropriate.

In connection with its review, Sheshunoff relied upon and
assumed the accuracy and completeness of all of the foregoing
information provided to it or made publicly available, and has not
assumed any responsibility for independent verification of such
information. With respect to the financial projections, Sheshunoff
assumed that they have been reasonably prepared on the basis
reflecting the best currently available estimates and judgments of
the future financial performance of First Financial. Sheshunoff
has not made any independent valuation or appraisal of the assets
or liabilities of First Financial nor been furnished with any such
appraisals, and has not examined any individual loan files of First
Financial. With respect to MBI, Sheshunoff relied solely upon
publicly available data and did not conduct discussions with the
management of MBI regarding MBI's financial condition, performance,
and prospects. Sheshunoff did not conduct any independent
evaluation or appraisal of the assets, liabilities or business
prospects of MBI, was not furnished with any evaluations or
appraisals, and did not review any individual credit files.
Sheshunoff is not an expert in the evaluation of loan portfolios
for the purposes of assessing the adequacy of the allowance for
losses with respect thereto and has assumed that such allowances
for each of the companies are in the aggregate adequate to cover
such losses. The Sheshunoff Opinion is necessarily based on
economic, market and other conditions as in effect on, and the
information made available to Sheshunoff as of, the date of the
opinion.

In connection with rendering its opinion, Sheshunoff
performed a variety of financial analyses. The preparation of a
fairness opinion involves various determinations as to the most
appropriate and relevant methods of financial analysis and the
application of those methods to the particular circumstances and,
therefore, such an opinion in not readily susceptible to partial
analysis of summary description. Moreover, the evaluation of the
fairness, from a financial point of view, of the Merger
Consideration to the holders of First Financial was to some extent
a subjective one based on the experience and judgment of Sheshunoff
and not merely the result of mathematical analysis of financial
data. Accordingly, notwithstanding the separate factors summarized
below, Sheshunoff believes that its analyses must be considered as
a whole and that selecting portions of its analyses and of the
factors considered by it, without considering all analyses and
factors, could create an incomplete view of the evaluation process
underlying its opinion. The ranges of valuations resulting from
any particular analysis described below should not be taken to be
Sheshunoff's view of the actual value of First Financial.

In performing its analyses, Sheshunoff made numerous
assumptions with respect to industry performance, business and
economic conditions and other matters, many of which are beyond the
control of First Financial. The analyses performed by Sheshunoff
are not necessarily indicative of actual values or future results,
which may be significantly more or less favorable than suggested by
such analyses. The analyses do not purport to be appraisals or to
reflect the prices at which a company might

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<PAGE> 38
actually be sold. In addition, Sheshunoff's analyses should not be
viewed as determinative of the opinion of the First Financial Board
of Director's or Management's opinion with respect to the value of
First Financial.

The following is a summary of the analyses performed by
Sheshunoff in connection with its opinion delivered to the First
Financial Board of Directors on July 9, 1996:

ANALYSIS OF SELECTED TRANSACTIONS. Sheshunoff performed
an analysis of premiums paid in selected pending or recently
completed acquisitions of banking organizations in Missouri and the
Midwest with comparable characteristics to the First Financial and
MBI transaction. Two sets of comparable transactions were analyzed
to ensure a thorough comparison.

The first set of comparable transactions was comprised to
reflect the capital structure, asset size and regional location of
First Financial. The guideline transactions specifically consisted
of 44 mergers and acquisitions of banking organizations in the
Midwest from June 1, 1994 to July 2, 1996 with seller's total
assets less than $250 million and seller's total equity to total
assets ratio greater than 10%. Based on the average of the closing
stock price of MBI Common Stock for the five trading days prior to
July 8, 1996 and First Financial's financial data as of June 30,
1996, the analysis yielded ratios of the transactions' purchase
price as a multiple of: (i) book value ranging from 0.90 times to
2.16 times with an average of 1.45 times and a median of 1.43 times
(compared with First Financial's deal of 1.46 times June 30, 1996
book value); (ii) trailing last 12 months earnings ranging from
7.84 times to 24.76 times with an average of 15.50 times and a
median of 15.34 times (compared with First Financial's deal of
13.43 times annualized June 30, 1996 earnings and 14.58 times
projected 1996 earnings); and (iii) seller's average and median
equity to asset ratio of 12.28% and 11.42%, respectively, compared
to 11.99% for First Financial.

The second set of comparable transactions were comprised
to reflect the asset size and specific state of domain for First
Financial. These guideline transactions specifically consisted of
15 mergers and acquisitions of banking organizations in Missouri
from June 1, 1994 to July 2, 1996 with seller's total assets less
than $250 million. Again, based on the average of the closing
stock price of MBI's Common Stock for the five trading days prior
to July 8, 1996 and First Financial's financial data as of June 30,
1996, the analysis yielded ratios of the transactions' purchase
price as a multiple of: (i) book value ranging from 1.00 times to
2.58 times with an average of 1.63 times and a median of 1.48 times
(compared with First Financial's deal of 1.46 times June 30, 1996
book value); (ii) trailing last 12 months earnings ranging from
9.29 times to 23.43 times with an average of 15.19 times and a
median of 14.04 times (compared with First Financial's deal of
13.43 times annualized June 30, 1996 earnings and 14.58 times
projected 1996 earnings); and (iii) seller's average and median
equity to asset ratio of 9.37% and 8.46%, respectively, compared
with 11.99% for First Financial.

DISCOUNTED CASH FLOW ANALYSIS. Using discounted cash
flow analysis, Sheshunoff estimated the present value of the future
stream of after-tax cash flow that First Financial could produce
through the year 2000, under various circumstances, assuming that
First Financial performs in accordance with the earnings/return
projections of management. Sheshunoff estimated the terminal value
for First Financial at the end of the period by applying multiples
of earnings ranging from 8 times to 18 times and then discounting
the cash flow streams, dividends paid to the shareholders (assuming
up to 100 percent of earnings are paid out in dividends) and
terminal value using differing discount rates ranging from 14.0% to
18.0% chosen to reflect different assumptions regarding the
required rates of return of First Financial and the inherent risk
surrounding the underlying projections. This discounted cash flow
analysis indicated a range of $96.43 per share to $188.82 per
share.

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<PAGE> 39

Sheshunoff also performed a cash flow analysis using an
estimated terminal value for First Financial at the end of the
period by applying multiples of book value ranging from 1.00 times
to 2.00 times and then discounting the cash flow streams, dividends
paid to the shareholders (assuming up to 100 percent of earnings
are paid out in dividends) and terminal value using differing
discount rates ranging from 14.0% to 18.0% chosen to reflect
different assumptions regarding the required rates of return of
First Financial and the inherent risk surrounding the underlying
projections. This discounted cash flow analysis indicated a range
of $103.43 per share to $189.83 per share.

COMPARABLE COMPANY ANALYSIS. Sheshunoff compared
selected balance sheet data, asset quality, capitalization and
profitability ratios and market statistics using financial data at
or for the twelve months ended March 31, 1996 and market data as of
July 8, 1996 for MBI to a group of selected bank holding companies
which Sheshunoff deemed to be relevant, including AmSouth
Bancorporation, Compass Bancshares, Inc., Crestar Financial
Corporation, Central Fidelity Banks Inc., Fifth Third Bancorp,
Firstar Corporation, First Tennessee National Corp., Marshall &
Ilsley Corporation, Old Kent Financial Corporation, Regions
Financial Corp., Signet Banking Corporation and Union Planters
Corporation, all being bank holding companies with assets between
$10 billion and $15 billion (collectively, the "Comparable
Composite"). This comparison, among other things, showed that: (i)
MBI's equity to asset ratio was 8.98%, compared to an average of
8.07% and a median of 7.92% for the Comparable Composite; (ii) for
the twelve-month period ended March 31, 1996, MBI's return on
average assets was 1.02%, compared to an average of 1.26% and a
median of 1.26% for the Comparable Composite; (iii) for the twelve-
month period ended March 31, 1996, MBI's return on average equity
was 11.35%, compared to an average of 14.72% and a median of 14.45%
for the Comparable Composite; (iv) at March 31, 1996, MBI's
nonperforming assets to total assets ratio was 0.51%, compared to
an average of 0.43% and a median of 0.44% for the Comparable
Composite; (v) at July 8, 1996 MBI's price per share to book value
per share at March 31, 1996 was 1.75 times, compared to an average
of 1.90 times and median of 1.78 times for the Comparable
Composite; (vi) at July 8, 1996, MBI's price per share to earnings
per share at March 31, 1996 was 15.03 times, compared to an average
of 12.87 times and median of 12.58 times for the comparable
composite; and (vii) at March 31, 1996, MBI's dividend yield was
3.33%, compared to an average of 3.27% and a median of 3.42% for
the Comparable Composite.

Sheshunoff also compared selected stock market results of
MBI to the publicly available corresponding data of other
composites which Sheshunoff deemed to be relevant, including SNL's
index of all publicly traded banks and the S&P 500. Results from
indexing the S&P 500, SNL's index of all publicly traded banks, the
Comparable Composite and MBI's stock from June 1, 1994 to June 30,
1996 revealed similar relationships in pricing movements.

No company or transaction used in the comparable company
and comparable transaction analyses is identical to First Financial
or the Merger. Accordingly, an analysis of the results of the
foregoing necessarily involves complex considerations and judgments
concerning differences in financial and operating characteristics
of First Financial and other factors that could affect the public
trading value of the companies to which they are being compared.
Mathematical analysis (such as determining the average or median)
is not in itself a meaningful method of using comparable
transaction data or comparable company data.

As part of its investment banking business, Sheshunoff is
regularly engaged in the valuation of securities in connection with
mergers and acquisitions, private placements, and valuations for
estate, corporate and other purposes. First Financial's Board of
Directors decided to retain Sheshunoff based on its experience as
a financial advisor in mergers and acquisitions of financial
institutions and its knowledge of financial institutions.

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<PAGE> 40

Pursuant to an engagement letter, dated June 27, 1996,
between First Financial and Sheshunoff, First Financial agreed to
pay Sheshunoff a $14,000 fairness opinion fee. First Financial has
also agreed to indemnify and hold harmless Sheshunoff and its
officers and employees against certain liabilities in connection
with its services under the engagement letter, except for
liabilities resulting from negligence.

CONDITIONS TO THE MERGER

The respective obligations of MBI and First Financial to
consummate the Merger are subject to the satisfaction of certain
mutual conditions, including the following:

(1) The Merger Agreement must have been approved by
the holders of at least two-thirds of the outstanding
shares of First Financial Common Stock at the Special
Meeting.

(2) The Merger Agreement and the transactions
contemplated thereby must have been approved by the
Regulatory Authorities, and all waiting periods after
such approvals required by law or regulation must have
been satisfied.

(3) The Registration Statement of which this Proxy
Statement/Prospectus is a part must have been declared
effective and must not be subject to a stop order or any
threatened stop order.

(4) Neither First Financial, MBI nor Ameribanc may
be subject to any order, decree or injunction of a court
or agency of competent jurisdiction which enjoins or
prohibits the consummation of the Merger.

(5) Each of MBI, Ameribanc and First Financial must
have received from MBI Counsel an opinion (which opinion
must not have been withdrawn at or prior to the Effective
Time) reasonably satisfactory in form and substance to it
to the effect that, subject to certain exceptions and
assumptions: (a) the Merger will constitute a
reorganization within the meaning of Section 368 of the
Code and no gain or loss will be recognized by those
shareholders of First Financial who receive solely MBI
Common Stock in exchange for First Financial Common
Stock; (b) holders of First Financial Common Stock who
receive MBI Common Stock and other property will
recognize all gain realized, in accordance with the
provisions and limitations of Section 356 of the Code;
(c) the basis of the MBI Common Stock will equal the
basis of the First Financial Common Stock for which it is
exchanged; and (d) the holding period of such MBI Common
Stock will include the holding period of First Financial
Common Stock for which it is exchanged.

The obligation of MBI and Ameribanc to consummate the
Merger is subject to the satisfaction, unless waived by MBI and
Ameribanc, of certain other conditions, including the following:

(1) The representations and warranties of First
Financial made in the Merger Agreement must be true and
correct in all material respects as of July 9, 1996 and
as of the Effective Time, except for (a) representations
which are by their provisions made as of a specific date,
(b) inaccuracies therein that are not of a magnitude as
to have a material adverse effect on First Financial, and
(c) the effect of the transactions

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<PAGE> 41
contemplated by the Merger Agreement, and MBI must have
received an officers' certificate from First Financial to
that effect.

(2) All obligations required to be performed by
First Financial prior to the Effective Time must have
been performed in all material respects, and MBI must
have received an officers' certificate from First
Financial to that effect.

(3) First Financial must have obtained any and all
material permits, authorizations, consents, waivers and
approvals required of First Financial for the lawful
consummation of the Merger.

(4) Since July 9, 1996, there must have been no
material adverse effect on the condition (financial or
otherwise), business or results of operations of First
Financial, except as may have resulted from, among other
things, changes to laws and regulations, generally
accepted or regulatory accounting principles, or
interpretations thereof, or changes in other matters
affecting depository institutions generally, such as
changes in economic conditions or interest rates.

(5) Lewis, Rice & Fingersh L.C., counsel to First
Financial, must have delivered to MBI an opinion
regarding certain legal matters.

(6) First Financial must have divested itself of
its ownership of all securities issued by West Pointe
Bank & Trust Company ("West Pointe"). See "- Divestiture
of West Pointe Stock."

The obligation of First Financial to consummate the
Merger is subject to the satisfaction, unless waived by First
Financial, of certain other conditions, including the following:

(1) The representations and warranties of MBI and
Ameribanc made in the Merger Agreement must be true and
correct in all material respects as of July 9, 1996 and
as of the Effective Time, except for (a) representations
which are by their provisions made as of a specific date,
(b) inaccuracies therein that are not of a magnitude as
to have a material adverse effect on MBI, and (c) the
effect of the transactions contemplated by the Merger
Agreement, and First Financial must have received an
officer's certificate from MBI to that effect.

(2) All obligations required to be performed by MBI
prior to or as of the Effective Time must have been
performed in all material respects, and First Financial
must have received an officers' certificate from MBI to
that effect.

(3) MBI and Ameribanc must have obtained any and
all material permits, authorizations, consents, waivers
and approvals required of MBI or Ameribanc for the lawful
consummation of the Merger.

(4) Since July 9, 1996, there must have been no
material adverse effect on the condition (financial or
otherwise), business or results of operations of MBI,
except as may have resulted from, among other things,
changes to laws and regulations, generally accepted or
regulatory accounting principles, or interpretations
thereof, or changes in other matters affecting depository
institutions generally, such as changes in economic
conditions or interest rates.

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<PAGE> 42

(5) MBI Counsel must have delivered to First
Financial an opinion regarding certain legal matters.

(6) No "Shares Acquisition Date" or "Distribution
Date," as defined in the Rights Agreement, dated May 23,
1988, by and between MBI and Mercantile Bank, as Rights
Agent, must have occurred prior to the Effective Time.

(7) MBI must have received approval from the NYSE
of its subsequent Listing Application relating to the
shares of MBI Common Stock to be issued in the Merger.

TERMINATION OF THE MERGER AGREEMENT

The Merger Agreement may be terminated at any time prior
to the Effective Time, whether before or after approval by the
shareholders of First Financial, by mutual consent of the Executive
Committee of the Board of Directors of MBI and the Board of
Directors of First Financial or unilaterally by the Executive
Committee of the Board of Directors of MBI or the Board of
Directors of First Financial: (i) at any time after July 1, 1997,
if the Merger has not been consummated by such date (provided that
the terminating party is not then in material breach of any
representation, warranty, covenant or other agreement contained in
the Merger Agreement); (ii) if the Federal Reserve Board or any
other Regulatory Authority has denied the application to approve
the Merger and such denial has become final and nonappealable;
(iii) if the Merger Agreement is not approved by the holders of at
least two-thirds of the outstanding shares of First Financial
Common Stock at the Special Meeting; (iv) in the event of a breach
by a party of any representation, warranty or agreement contained
in the Merger Agreement, which breach is not cured within 30 days
after written notice thereof is given to the breaching party or
waived by the non-breaching party, or unilaterally by the Executive
Committee of the Board of Directors of MBI in the event of an
environmental report showing the cost of taking all remedial or
other corrective actions with respect to all real property of First
Financial will exceed $250,000 or that such cost can not be
reasonably estimated to be less than $250,000. No assurance can be
given that the Merger will be consummated on or before July 1, 1997
or that MBI or First Financial will not elect to terminate the
Merger Agreement if the Merger has not been consummated on or
before such date.

In the event of the termination of the Merger Agreement,
the Merger Agreement shall become void and there shall be no
liability on the part of any party except, that: (i)
confidentiality and indemnification obligations shall survive
termination; (ii) MBI and Ameribanc shall pay all printing, mailing
and filing expenses with respect to the Registration Statement,
this Proxy Statement/Prospectus and the regulatory applications;
and (iii) in the case of termination due to continued material
breach after notice and opportunity to cure, the breaching party
shall not be relieved of liability to the nonbreaching party
arising from the willful nonperformance of any covenant in the
Merger Agreement.

INDEMNIFICATION

First Financial, on the one hand, and MBI and Ameribanc,
on the other, have agreed to indemnify one other against any claims
or liabilities to which either such party may become subject under
federal or state securities laws or regulations, to the extent that
such claims or liabilities arise out of information furnished to
the party subject to such liability by the other party or out of an
omission by such other party to state a necessary or material fact
in the Registration Statement or any amendment thereof or in this
Proxy Statement/Prospectus.

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<PAGE> 43

EFFECTIVE TIME; CLOSING DATE

The Merger will be consummated and the Effective Time
will occur at the time of the issuance of a certificate of merger
by the Office of the Secretary of State of the State of Missouri.
Pursuant to the Merger Agreement, unless MBI, Ameribanc and First
Financial otherwise agree in writing, the Effective Time shall
occur no later than the first business day of the first full
calendar month commencing after: (i) the approval of the Merger
Agreement by the shareholders of First Financial; and (ii) the
approval of the Merger by the Regulatory Authorities and the
expiration of all waiting periods following such approvals. The
Closing Date shall occur upon the date that the Effective Time
occurs.

SURRENDER OF FIRST FINANCIAL STOCK CERTIFICATES AND RECEIPT OF MBI
COMMON STOCK AND/OR CASH

At the Effective Time of the Merger, each outstanding
share of First Financial Common Stock will be converted into the
right to receive the Stock Distribution, the Cash Distribution or
the Combined Distribution, as shall be attributable to such share
in accordance with the elections and adjustments described above.
See "- General Description of the Merger."

Within ten days after the Effective Time, the Exchange
Agent will mail to each First Financial shareholder a notice of
consummation of the Merger and a form of letter of transmittal,
together with instructions and a return envelope to facilitate the
exchange of such holder's certificate(s) formerly representing
First Financial Common Stock for such holder's portion of the
Merger Consideration. Each holder of First Financial Common Stock,
upon submission to the Exchange Agent of a properly executed letter
of transmittal and surrender to the Exchange Agent of the stock
certificate(s) formerly representing the shares of First Financial
Common Stock held by such shareholder, will be entitled to receive
the Stock Distribution, the Combined Distribution or the Cash
Distribution. Upon such submittal, each such shareholder will
receive, within ten business days of the date the Exchange Agent
receives such letter and stock certificate, the cash and/or a
certificate representing the MBI Common Stock to which such
shareholder is entitled as Merger Consideration. No interest will
be accrued or paid with respect to the cash component of the Merger
Consideration. No dividends or other distributions declared after
the Effective Time will be paid to a former First Financial
shareholder with respect to the MBI Common Stock issuable as Merger
Consideration until such shareholder's letter of transmittal and
stock certificates, or documentation reasonably acceptable to the
Exchange Agent in lieu of lost or destroyed certificates, formerly
representing First Financial Common Stock, are delivered to the
Exchange Agent. Upon such delivery, all such dividends or other
distributions declared after the Effective Time shall be remitted
to such shareholders (without interest and less any taxes that may
have been imposed thereon). No fractional shares of MBI Common
Stock will be issued in the Merger, but cash will be paid in lieu
of fractional shares, such cash being calculated by multiplying the
holder's fractional share interest by the Average MBI Stock Price.
The shares of MBI Common Stock issued as Merger Consideration will
be freely transferable except by certain shareholders of First
Financial who are deemed to be "affiliates" of First Financial.
The shares of MBI Common Stock issued as the Stock Distribution to
such affiliates will be restricted in their transferability in
accordance with the rules and regulations promulgated by the
Commission. The Merger Agreement provides that First Financial
will use its best efforts to obtain and deliver an agreement from
each affiliate of First Financial providing that such affiliate
will not transfer any shares of MBI Common Stock received in the
Merger except in accordance with such rules and regulations. No
Merger Consideration will be delivered to an affiliate of First
Financial until such affiliate has delivered the aforementioned
agreement to MBI. See "INFORMATION REGARDING MBI STOCK -
Restriction on Resale of MBI Stock by Affiliates."

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<PAGE> 44

After the Effective Time, there will be no further
transfers of First Financial stock certificates on the records of
First Financial and, if any such certificates are presented to MBI
or the Exchange Agent for transfer, they will be cancelled against
delivery of the Merger Consideration.

FRACTIONAL SHARES

No fractional shares of MBI Common Stock will be issued
to the shareholders of First Financial in connection with the
Merger. Each holder of First Financial Common Stock who otherwise
would have been entitled to receive a fraction of a share of MBI
Common Stock shall receive in lieu thereof cash, without interest,
in an amount equal to the holder's fractional share interest
multiplied by $45.325, the Average MBI Stock Price. Cash received
by First Financial shareholders in lieu of fractional shares may
give rise to taxable income. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER."

REGULATORY APPROVALS

In addition to the approval of the Merger Agreement by
the shareholders of First Financial, the obligations of the parties
to effect the Merger are subject to prior approval of the Federal
Reserve Board. As a bank holding company, MBI is subject to
regulation under the BHCA. The Merger is subject to prior approval
by the Federal Reserve Board under Section 4 of the BHCA. The
Federal Reserve Board may withhold such approval if, among other
things, the Federal Reserve Board determines that the effect of the
Merger would be to substantially lessen competition in the relevant
markets. In addition, the Federal Reserve Board will consider
whether the combined organization meets the requirements of the
Community Reinvestment Act of 1977, as amended, by assessing the
involved entities' respective records of meeting the credit needs
of the local communities in which they are chartered, consistent
with the safe and sound operation of such institutions. The
Federal Reserve Board must also examine the financial and
managerial resources and future prospects of the combined
organization and analyze the capital structure and soundness of the
resulting entity. The Federal Reserve Board has the authority to
deny an application if it concludes that the combined organization
would have inadequate capital.

An application for such approval has been filed with the
Federal Reserve Board. MBI and First Financial are not aware of
any governmental approvals or actions that may be required for
consummation of the Merger other than as described above. Should
any other approval or action be required, it is presently
contemplated that such approval or action would be sought. There
can be no assurance that any necessary regulatory approvals or
actions will be timely received or taken, that no action will be
brought challenging any such approval or action or, if such a
challenge is brought, as to the result thereof, or that any such
approval or action will not be conditioned in a manner that would
cause the parties to abandon the Merger. See "SUPERVISION AND
REGULATION."

BUSINESS PENDING THE MERGER

The Merger Agreement provides that, during the period
from July 9, 1996 to the Effective Time, First Financial will, and
will cause each of its subsidiaries to, conduct its business
according to the ordinary and usual course consistent with past
practices and use its best efforts to maintain and preserve its
business organization, employees and advantageous business
relationships and retain the services of its officers and key
employees.

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<PAGE> 45

Furthermore, during the period from July 9, 1996 to the
Effective Time, except as provided in the Merger Agreement, First
Financial will not, and will not permit any of its subsidiaries to,
without the prior written consent of MBI and Ameribanc:

(1) declare, set aside or pay any dividends or
other distributions, directly or indirectly, in respect
of its capital stock (other than dividends from any of
First Financial subsidiaries to First Financial or to
another of First Financial subsidiaries), except that
First Financial may pay a special dividend of $6.00 per
share on the earlier of the day immediately preceding the
Closing Date or December 1, 1996 and may pay its regular
quarterly cash dividend of $1.25 per share, in accordance
with its past practice; provided, however, that no
dividend shall be paid to a First Financial shareholder
for any quarter in which such First Financial shareholder
will be entitled to receive a regular quarterly dividend
on the shares of MBI Common Stock to be issued in the
Merger; and provided further, however, that First
Financial may distribute cash and/or shares of the common
stock, $8.00 par value, of West Pointe (the "West Pointe
Common Stock") in connection with the divestiture of its
entire holding of the West Pointe Common Stock as
required by the Merger Agreement;

(2) enter into or amend any employment, severance
or similar agreement or arrangement with any director,
officer or employee, or materially modify any of the
First Financial employee plans or policies or grant any
salary or wage increase or materially increase any
employee benefit (including incentive or bonus payments),
except for normal individual increases in compensation to
employees consistent with past practice, as required by
law or contract, or such increases of which First
Financial notifies MBI in writing and which MBI does not
disapprove within ten days of the receipt of such notice;
provided, however, that the expenses attributable solely
to the transactions contemplated by the Merger Agreement
shall not be taken into account for purposes of payments
to be made under First Financial's bonus plan and 1996
contributions under First Financial's Section 401(k)
plan;

(3) authorize, recommend, propose or announce an
intention to authorize, so recommend or propose, or enter
into an agreement in principle with respect to, any
merger, consolidation or business combination (other than
the Merger), any acquisition of a material amount of
assets or securities, any disposition of a material
amount of assets or securities or any relinquishment of
any material contract rights;

(4) propose or adopt any amendments to the Articles
of Incorporation or Association, as the case may be, or
Charter or By-Laws of First Financial or any subsidiary
of First Financial, as the case may be;

(5) issue, sell, grant, confer or award any shares
of capital stock or other equity securities or rights or
options exercisable for, or securities convertible or
exchangeable into, capital stock or other equity
securities ("Equity Securities") or effect any stock
split or otherwise change its capitalization as it
existed on July 9, 1996;

(6) purchase, redeem, retire, repurchase or
exchange, or otherwise acquire or dispose of, directly or
indirectly, any shares of its capital stock or other
Equity Securities, whether pursuant to the terms of such
capital stock or Equity Securities or otherwise;

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<PAGE> 46

(7) (i) without first consulting with and
obtaining the written consent of MBI, cause or permit
First National to enter into, renew or increase any loan
or credit commitment (including stand-by letters of
credit) to, or invest or agree to invest in any person or
entity or modify any of the material provisions or renew
or otherwise extend the maturity date of any existing
loan or credit commitment (collectively, "Lend to") in an
amount in excess of $150,000; (ii) without first
consulting with and obtaining the written consent of MBI,
cause or permit First National to Lend to any person or
entity in an amount equal to or in excess of $200,000;
(iii) cause or permit First National to Lend to any
person other than in accordance with lending policies as
in effect on July 9, 1996; provided, however, that with
respect to clauses (i) through (iii), First Financial or
any of its subsidiaries may make any such loan in the
event that (A) First Financial or any of its subsidiaries
has delivered to MBI and Ameribanc or their designated
representative a notice of its intention to make such
loan and such information as MBI and Ameribanc or their
designated representative may reasonably require in
respect thereof and (B) MBI and Ameribanc or their
designated representative shall not have reasonably
objected to such loan by giving written or facsimile
notice of such objection within two business days
following the delivery to MBI and Ameribanc or their
designated representative of such notice of intention and
information; or (iv) cause or permit First National to
Lend to any person or entity any of the loans or other
extensions of credit to which or investments in which are
on a "watch list" or other similar internal report of
First Financial or any of its subsidiaries (except those
denoted "pass" thereon), in an amount equal to or in
excess of $50,000; provided further, however, that:
(A) First Financial or any of its subsidiaries may honor
any contractual obligation in existence on July 9, 1996;
(B) with respect to loans made in compliance with clauses
(i) through (iii) above, First Financial may make such
loans after consulting with MBI and Ameribanc; and
(C) notwithstanding clauses (i) and (ii), First Financial
may, without first consulting with MBI or obtaining MBI's
prior written consent, increase the aggregate amount of
any credit facilities theretofore established in favor of
any person or entity, provided that the aggregate amount
of any and all such increases shall not be in excess of
$25,000;

(8) directly or indirectly, including through its
officers, directors, employees or other representatives:

(i) initiate, solicit or encourage any
discussions, inquiries or proposals with any third
party (other than MBI or Ameribanc) relating to the
disposition of any significant portion of the
business or assets of First Financial or any of its
subsidiaries or the acquisition of the Equity
Securities of First Financial or any of its
subsidiaries or the merger of First Financial or
any of its subsidiaries with any person (other than
MBI or Ameribanc) or any similar transaction (each
such transaction being referred to herein as an
"Acquisition Transaction"); or

(ii) provide any third party with information
or assistance or negotiate with any third party
with respect to an Acquisition Transaction, and
First Financial shall promptly notify MBI and
Ameribanc orally of all the relevant details
relating to all inquiries, indications of interest
and proposals which they may receive with respect
to any Acquisition Transaction;

(9) take any action that would (i) materially
impede or delay the consummation of the transactions
contemplated by the Merger Agreement or the ability of
MBI and Ameribanc or First Financial to obtain any
approval of any Regulatory

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<PAGE> 47
Authority required for the transactions contemplated by
the Merger Agreement or to perform its covenants and
agreements under the Merger Agreement, or (ii) prevent or
impede the Merger from qualifying as a reorganization
within the meaning of Section 368 of the Code;

(10) other than in ordinary course of business
consistent with past practice, incur any indebtedness for
borrowed money or assume, guarantee, endorse or otherwise
as an accommodation become responsible or liable for the
obligations of any other individual, corporation or other
entity;

(11) materially restructure or change its investment
securities portfolio, through purchases, sales or
otherwise, or the manner in which the portfolio is
classified or reported, or execute individual investment
transactions of greater than $500,000 for U.S. Treasury
or Federal Agency Securities and $100,000 for all other
investment instruments;

(12) agree in writing or otherwise to take any of
the foregoing actions or engage in any activity, enter
into any transaction or intentionally take or omit to
take any other action which would make any of the
representations and warranties in the Merger Agreement
untrue or incorrect in any material respect if made anew
after engaging in such activity, entering into such
transaction, or taking or omitting such other action; or

(13) enter into, increase or renew any loan or
credit commitment (including standby letters of credit)
to any executive officer or director of First Financial
or any of its subsidiaries, any holder of 10% or more of
the outstanding shares of First Financial Common Stock,
or any entity controlled, directly or indirectly, by any
of the foregoing or engage in any transaction with any of
the foregoing which is of the type or nature sought to be
regulated in 12 U.S.C. Section 371c and 12 U.S.C. Section
371c-1, without first obtaining the prior written consent
of MBI and Ameribanc, which consent shall not be
unreasonably withheld.

The Merger Agreement also provides that, during the
period from July 9, 1996 to the Effective Time, MBI and Ameribanc
will not, and will not permit any of their respective subsidiaries
to, without the prior written consent of First Financial, agree in
writing or otherwise engage in any activity, enter into any
transaction or take or omit to take any other action:

(1) that would (i) materially impede or delay the
consummation of the transactions contemplated by the
Merger Agreement or the ability of MBI and Ameribanc or
First Financial to obtain any approval of any Regulatory
Authority required for the transactions contemplated by
the Merger Agreement or to perform their covenants and
agreements under the Merger Agreement, or (ii) prevent or
impede the transactions contemplated by the Merger
Agreement from qualifying as a reorganization within the
meaning of Section 368 of the Code; or

(2) that would make any of the representations and
warranties made by MBI and Ameribanc in the Merger
Agreement untrue or incorrect in any material respect if
made anew after engaging in such activity, entering into
such transaction or taking or omitting such other action.

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<PAGE> 48

DIVESTITURE OF WEST POINTE STOCK

First Financial owns 17,150 shares (or approximately
4.9%) of the issued and outstanding shares of the common stock of
West Pointe Bank and Trust Company, an Illinois state bank located
in Belleville, Illinois. As a condition to MBI's obligation to
consummate the Merger, First Financial must divest itself of its
entire holding of West Pointe common stock prior to the Effective
Time, either by: (i) selling all of such shares for cash at a fair
market value price or prices per share approved by MBI and,
immediately prior to the Effective Time, distributing to the
shareholders of First Financial the after-tax sale proceeds (with
First Financial retaining a sufficient amount of the proceeds to
satisfy all taxes accruing to First Financial in connection with
such divestiture); or (ii) selling a portion of such shares for
cash at a fair market value price or prices per share approved by
MBI (in an amount at least sufficient to satisfy all taxes accruing
to First Financial in connection with such divestiture (assuming
that all shares had been sold for cash), which amount will be
retained by First Financial to satisfy all such taxes) and,
immediately prior to the Effective Time, distributing to the
shareholders of First Financial an in-kind distribution of any
remaining shares of West Pointe common stock not sold by First
Financial and any cash sale proceeds in excess of the amount to be
retained by First Financial to satisfy the tax obligations accruing
to First Financial from such sale and distribution. The
distribution of cash and/or West Pointe common stock referred to in
the preceding sentence will be made to each shareholder of First
Financial pro rata, based upon the number of shares of First
Financial common stock owned by such shareholder relative to the
total number of shares of First Financial common stock issued and
outstanding, and will be in addition to the Merger Consideration
that each shareholder of First Financial is otherwise entitled to
receive in the Merger. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER," below, for a discussion of the tax
consequences of the divestiture of West Pointe common stock to the
First Financial shareholders.

WAIVER AND AMENDMENT

Any provision of the Merger Agreement, including, without
limitation, the conditions to the consummation of the Merger and
the restrictions described under "- Business Pending the Merger,"
may be (i) waived in writing at any time by the party that is, or
whose shareholders are, entitled to the benefits thereof, or
(ii) amended at any time by written agreement of the parties
approved by or on behalf of their respective Boards of Directors or
Executive Committee, as the case may be, whether before or after
the approval of the Merger Agreement by the shareholders of First
Financial at the Special Meeting; provided, however, that after
such approval, no such modification may (i) alter or change the
amount or form of the Merger Consideration to be received by the
shareholders of First Financial or (ii) adversely affect the tax
treatment of the First Financial shareholders. See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER."

ACCOUNTING TREATMENT

The Merger will be accounted for under the purchase
method of accounting. Accordingly, data regarding the financial
condition and results of operations of First Financial will be
included in MBI's consolidated financial statements on and after
the Closing Date.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

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<PAGE> 49
Pursuant to Mr. Craig's employment agreement, MBI will cause
Mr. Craig to be elected to the Board of Directors of First National at
the Effective Time. In addition, Mr. Craig will continue to serve
as President of First National, or any successor thereto, for a
period commencing at the Effective Time and at an annual base salary
of $99,600, inclusive of Mr. Craig's automobile allowance and all
fees which would otherwise be payable by him as a director of First
National. Mr. Craig shall be entitled to receive such salary until
the six month anniversary of the Effective Time even if prior to
such date: (a) Mr. Craig's employment is involuntarily terminated
by First National or MBI other than for "cause" (as defined in the
employment agreement); or (b) Mr. Craig dies or becomes permanently
disabled.

Pursuant to Mr. Whitmire's employment agreement, Mr.
Whitmire will continue to serve as Chairman of First National, or
any successor thereto, for a period commencing at the Effective
Time and continuing thereafter until December 31, 1997 and at an
annual base salary of $36,000, inclusive of all fees which would
otherwise be payable to him as a director of First National. Mr.
Whitmire shall be entitled to receive such salary even if, before
December 31, 1997: (a) he is involuntarily terminated by First
National or MBI other than for "cause"; or (b) he shall die or
become permanently disabled. In addition, at the Effective Time,
MBI shall cause Mr. Whitmire to be elected to the Board of
Directors of First National.

Pursuant to Ms. Land's employment agreement, Ms. Land
will continue to serve as Vice President and Operations Officer of
First National, or any successor thereto, for a period commencing at
the Effective Time and at an annual base salary of $54,500. The
future annual salary of Ms. Land shall be subject to independent
annual review based upon her performance. In addition to her annual
base salary, MBI will pay to Ms. Land on December 31, 1997 a cash
transition bonus in the amount of $10,000 for services related to
transition activities, unless prior thereto her employment with First
National shall have been terminated, either voluntarily by her or
involuntarily by First National, for "cause" (as defined in the
employment agreement). If before the latter of the first anniversary
of the Effective Time or December 31, 1997: (a) Ms. Land is
involuntarily terminated by First National or MBI other than for
"cause"; (b) her employment is terminated voluntarily by her for "good
reason" (as defined in the employment agreement), provided she is not
subject to termination for "cause" at the time of such voluntary
termination; or (c) she shall die or become permanently disabled, she
shall nonetheless receive the transition bonus, if it has not already
been paid, and her base salary through the latter of the first
anniversary of the Effective Time or December 31, 1997.

During their respective periods of employment, Mr. Craig,
Mr. Whitmire and Ms. Land shall be entitled to receive
employee benefits and customary perquisites equivalent to those
provided by MBI to similarly situated senior officers.

EFFECT ON EMPLOYMENT CONTRACTS AND BENEFIT PLANS

The Merger Agreement provides that Ameribanc will honor
all employment, severance and other compensation contracts between
First Financial or any of its subsidiaries and any current or
former director, officer, employee or agent thereof, along with all
provisions for vested benefits or other vested amounts earned or
accrued through the Effective Time under First Financial's employee
plans. First Financial's employee plans will continue as plans of
Ameribanc until such time as the former employees of First
Financial and its subsidiaries are integrated into MBI's employee
benefit plans that are available to other employees of MBI and its
subsidiaries. MBI will take such steps as are necessary or
required to integrate the former employees of First Financial and
its subsidiaries into MBI's employee benefit plans available to
other employees of MBI and its subsidiaries as soon as practicable
after the Effective Time, with (i) full credit for prior service
with First Financial or any of its subsidiaries for purposes of
vesting and eligibility for participation (but not benefit accruals
under any defined benefit

- 43 -
<PAGE> 50
plan), and co-payments and deductibles, and (ii) waiver of all waiting periods
and pre-existing condition exclusions or penalties.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
-----------------------------------------------------

The following discussion is based upon the Tax Opinion
and except as otherwise indicated, reflects such opinion. The
discussion is a general summary of the material United States
federal income tax ("federal income tax") consequences of the
Merger to certain First Financial shareholders and does not purport
to be a complete analysis or listing of all potential tax
considerations or consequences relevant to a decision whether to
vote for the approval of the Merger. The discussion does not
address all aspects of federal income taxation that may be
applicable to First Financial shareholders in light of their status
or personal investment circumstances, nor does it address the
federal income tax consequences of the Merger that are applicable
to First Financial shareholders subject to special federal income
tax treatment, including (without limitation) foreign persons,
insurance companies, tax-exempt entities, retirement plans, dealers
in securities, persons who acquired their First Financial Common
Stock pursuant to the exercise of employee stock options or
otherwise as compensation or persons who hold their First Financial
Common Stock as part of a "straddle," "hedge" or "conversion
transaction." In addition, the discussion does not address the
effect of any applicable state, local or foreign tax laws or the
effect of any federal tax laws other than those pertaining to the
federal income tax. AS A RESULT, EACH FIRST FINANCIAL SHAREHOLDER
IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE
SPECIFIC TAX CONSEQUENCES OF THE MERGER TO SUCH SHAREHOLDER. The
discussion assumes that shares of First Financial Common Stock are
held as capital assets (within the meaning of Section 1221 of the
Code).

First Financial has received the Tax Opinion to the
effect that, assuming the Merger occurs in accordance with the
Merger Agreement, the Merger will constitute a "reorganization" for
federal income tax purposes under Section 368(a)(1) of the Code,
with the following federal income tax consequences:

(1) First Financial shareholders who receive solely
shares of MBI Common Stock in exchange for their First
Financial Common Stock pursuant to the Merger will
recognize no gain or loss, except with respect to cash
received in lieu of fractional shares, if any, as
discussed below.

(2) A First Financial shareholder who receives only
cash (i) in exchange for shares of First Financial Common
Stock pursuant to the Merger or (ii) as a result of the
exercise of appraisal rights, will realize gain or loss
for federal income tax purposes (determined separately as
to each block of First Financial Common Stock exchanged)
in an amount equal to the difference between (x) the
amount of cash received by such shareholder, and (y) such
shareholder's tax basis for the shares of First Financial
Common Stock surrendered in exchange therefor, provided
that the cash payment does not have the effect of the
distribution of a dividend. Any such gain or loss will
be recognized for federal income tax purposes and will be
treated as capital gain or loss. However, if the cash
payment does have the effect of the distribution of a
dividend, the amount of taxable income recognized
generally will equal the amount of cash received; such
income generally will be taxable as a dividend; and no
loss (or other recovery of such shareholder's tax basis
for the shares of First Financial Common Stock
surrendered in the exchange) generally will be recognized
by such shareholder. The determination of whether a cash payment
has the effect of the distribution of a dividend will be made
pursuant to the provisions and limitations of Section 302 of the
Code, taking into account the constructive stock ownership rules of
Section 318 of the Code. See "- Impact of Section 302 of the
Code," below.

- 44 -
<PAGE> 51

(3) A First Financial shareholder who receives
shares of MBI Common Stock and cash in exchange for
shares of First Financial Common Stock in the Merger will
realize gain (determined separately as to each block of
First Financial Common Stock exchanged) if (i) the sum of
the amount of cash and the fair market value of the
shares of MBI Common Stock received by such shareholder
exceeds (ii) such shareholder's tax basis for the shares
of First Financial Common Stock surrendered in exchange
therefor. The amount of such gain that is recognized for
federal income tax purposes will be limited to the amount
of cash received. If the amount of cash received exceeds
the amount of gain realized, only the amount of gain
realized will be recognized for federal income tax
purposes. Any such gain recognized will be taxable as
capital gain, provided that the cash payment does not
have the effect of the distribution of a dividend. Any
loss realized will not be recognized for federal income
tax purposes. Under section 356 of the Code, the
determination of whether a cash payment has the effect of
the distribution of a dividend generally will be made in
accordance with the provisions and limitations of Section
302 of the Code, taking into account the constructive
stock ownership rules of Section 318 of the Code. See "-
Impact of Section 302 of the Code," below.

(4) The aggregate adjusted tax basis of the shares
of MBI Common Stock received by each First Financial
shareholder in the Merger (including any fractional share
of MBI Common Stock deemed to be received, as described
in paragraph 6 below), will be equal to the aggregate
adjusted tax basis of the shares of First Financial
Common Stock surrendered, decreased by the amount of any
cash received and increased by the amount of any gain (or
dividend) recognized.

(5) The holding period of the shares of MBI Common
Stock (including any fractional share of MBI Common Stock
deemed to be received, as described in paragraph 6 below)
will include the holding period of the shares of First
Financial Common Stock exchanged therefor.

(6) A First Financial shareholder who receives cash
in the Merger in lieu of a fractional share of MBI Common
Stock will be treated as if the fractional share had been
received in the Merger and then redeemed by MBI in return
for the cash. The receipt of such cash will cause the
recipient to recognize capital gain or loss equal to the
difference between the amount of cash received and the
portion of such holder's adjusted tax basis in the shares
of MBI Common Stock allocable to the fractional share.

IMPACT OF SECTION 302 OF THE CODE. The determination of
whether a cash payment has the effect of the distribution of a
dividend generally will be made in accordance with the provisions
of Section 302 of the Code. A cash payment to a First Financial
shareholder will be considered not to have the effect of the
distribution of a dividend under Section 302 of the Code and such
shareholder will recognize capital gain or loss only if the cash
payment (i) results in a "complete redemption" of such
shareholder's actual and constructive stock interest, (ii) results
in a "substantially disproportionate" reduction in such
shareholder's actual and constructive stock interest or (iii) is
"not essentially equivalent to a dividend."

A cash payment will result in a "complete redemption" of
a shareholder's stock interest and such shareholder will recognize
capital gain or loss if such shareholder does not actually or
constructively own any stock after the receipt of the cash payment.
A reduction in a shareholder's stock interest will be
"substantially disproportionate" and such shareholder will
recognize capital gain or loss if (i) the percentage of outstanding
shares actually and constructively owned by such shareholder after the

- 45 -
<PAGE> 52
receipt of the cash payment is less than four-fifths (80%) of
the percentage of outstanding shares actually and constructively
owned by such shareholder immediately prior to the receipt of the
cash payment. A cash payment will qualify as "not essentially
equivalent to a dividend" and a shareholder will recognize capital
gain or loss if it results in a meaningful reduction in the
percentage of outstanding shares actually and constructively owned
by such shareholder. No specific tests apply to determine whether
a reduction in a shareholder's ownership interest is meaningful;
rather, such determination will be made based on all the facts and
circumstances applicable to such First Financial shareholder. No
general guidelines dictating the appropriate interpretation of
facts and circumstances have been announced by the courts or issued
by the Internal Revenue Service (the "Service"). However, the
Service has indicated in Revenue Ruling 76-385 that a minority
shareholder (i.e., a holder who exercises no control over corporate
affairs and whose proportionate stock interest is minimal in
relation to the number of shares outstanding) generally is treated
as having had a "meaningful reduction" in interest if a cash
payment reduces such holder's actual and constructive stock
ownership to any extent.

With regard to First Financial shareholders who receive
MBI Common Stock and cash in the Merger, the determination of
whether a cash payment has the effect of a distribution of a
dividend will be made as if the First Financial Common Stock
exchanged for cash in the Merger had instead been exchanged in the
Merger for shares of MBI Common Stock followed immediately by a
redemption of such shares by MBI for the cash payment (a "deemed
MBI redemption"). Under this analysis, the determination of
whether a cash payment qualifies as a substantially
disproportionate reduction of interest or is not essentially
equivalent to a dividend will be made by comparing (i) the
shareholder's actual and constructive stock interest in MBI before
the deemed MBI redemption (determined as if such shareholder had
received solely MBI Common Stock in the Merger) with (ii) such
shareholder's actual and constructive stock interest in MBI after
the deemed MBI redemption.

With regard to First Financial shareholders who receive
only cash (i) in exchange for shares of First Financial Common
Stock pursuant to the Merger or (ii) as a result of the exercise of
appraisal rights, MBI's Counsel has noted in its opinion that many
tax practitioners believe that the determination of whether a cash
payment has the effect of a distribution of a dividend should be
made in accordance with the deemed MBI redemption analysis
discussed above; i.e., as if the First Financial Common Stock
exchanged for cash in the Merger had instead been exchanged in the
Merger for shares of MBI Common Stock followed immediately by a
redemption of such shares by MBI for the cash payment. However,
under the traditional analysis, which apparently continues to be
used by the Service, Section 302 of the Code will apply as though
the cash payment were made by First Financial in a hypothetical
redemption of First Financial Common Stock immediately prior to,
and in a transaction separate from, the Merger (a "deemed First
Financial redemption"). Accordingly, under the traditional
analysis, the determination of whether a cash payment results in a
complete redemption of interest, qualifies as a substantially
disproportionate reduction of interest or is not essentially
equivalent to a dividend will be made by comparing (x) the
shareholder's actual and constructive stock interest in First
Financial before the deemed First Financial redemption, with (y)
such shareholder's actual and constructive stock interest in First
Financial after the deemed First Financial redemption (but before
the Merger). The law is unclear regarding whether the approach of
the Service is correct, and MBI's Counsel has rendered no opinion
on the correctness of the Service's approach. MBI's Counsel has
noted in its opinion that because the traditional analysis, as
applied by the Service, is more likely to result in dividend
treatment than the deemed MBI redemption analysis, each First
Financial shareholder who receives solely cash in exchange for all of the
First Financial Common Stock he or she actually owns should discuss with his
or her tax advisor which analysis is applicable.

The determination of ownership for purposes of the three
foregoing tests will be made by taking into account both shares
owned actually by such shareholder and shares owned constructively by

- 46 -
<PAGE> 53
such shareholder pursuant to Section 318 of the Code. Under
Section 318 of the Code, a shareholder will be deemed to own stock
that is actually or constructively owned by certain members of his
or her family (spouse, children, grandchildren and parents) and
other related parties including, for example, certain entities in
which such shareholder has a direct or indirect interest (including
partnerships, estates, trusts and corporations), as well as shares
of stock that such shareholder (or a related person) has the right
to acquire upon exercise of an option or conversion right. Section
302(c)(2) of the Code provides certain exceptions to the family
attribution rules for the purpose of determining whether a complete
redemption of a shareholder's interest has occurred for purposes of
Section 302 of the Code. These exceptions apply only to First
Financial shareholders who receive, in the Merger, solely cash in
return for the First Financial Common Stock they actually own.

BECAUSE THE DETERMINATION OF WHETHER A PAYMENT WILL BE
TREATED AS HAVING THE EFFECT OF THE DISTRIBUTION OF A DIVIDEND WILL
GENERALLY DEPEND UPON THE FACTS AND CIRCUMSTANCES OF EACH FIRST
FINANCIAL SHAREHOLDER, FIRST FINANCIAL SHAREHOLDERS ARE STRONGLY
ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX
TREATMENT OF CASH RECEIVED IN THE MERGER.

Each First Financial shareholder's ability to elect the
type of consideration he or she receives pursuant to the Merger
affords each such shareholder the opportunity to select that type
of consideration which will best serve his or her personal tax and
financial planning needs. However, each First Financial
shareholder should be aware that his or her ability to satisfy (or,
alternatively, fail to satisfy) any of the foregoing tests and
thereby avoid (or, alternatively, obtain) dividend treatment may be
affected by (i) the type of consideration received by other persons
in respect of shares that such stockholder is deemed to own pursuant
to section 318 of the Code, and by (ii) any redesignation of the
shareholder's election by the Exchange Agent, without regard to
whether such shareholder made a Stock Election, Cash Election or a
Combined Election, or, instead, made No Election. See "TERMS OF THE
PROPOSED MERGER - General Description of the Merger."

The receipt by First Financial shareholders of cash and/or
shares of West Pointe common stock (the "West Pointe Distribution"),
as described under "TERMS OF THE PROPOSED MERGER - Divestiture of West
Pointe Stock," will have federal income tax consequences. Neither MBI
nor First Financial has requested an opinion from MBI Counsel as to
the federal tax consequences of the West Pointe Distribution, and MBI
Counsel has rendered no such opinion. However, MBI Counsel has advised
MBI that the West Pointe Distribution will be treated either (i) as a
dividend distribution or (ii) in the same manner as the cash payments
discussed in paragraphs (2) and (3) above. In either case, under current
law, First Financial will be required to report the fair market value of
the West Pointe Distribution received by each holder of First Financial
Common Stock to the Service on Form 1099-DIV. MBI Counsel has advised MBI
that, while the West Pointe Distribution is likely to be treated as a
dividend, the law is not entirely clear. MBI Counsel has also informed
MBI that because treatment of the West Pointe Distribution in the same
manner as the cash payments discussed in paragraphs (2) and (3) above may
be more favorable to many First Financial shareholders than would be
treatment as a dividend, First Financial shareholders should discuss the
proper treatment of the West Pointe Distribution with their own tax
advisors.

The Tax Opinion is subject to the conditions and
customary assumptions that are stated therein and relies upon
various representations made by MBI, First Financial, and certain
shareholders of First Financial. If any of these representations
or assumptions is inaccurate, the tax consequences of the Merger
could differ from those described herein. The Tax Opinion is also
based upon the Code, regulations proposed or promulgated
thereunder, judicial precedent relating thereto, and current
administrative rulings and practice, all of which are subject to
change. Any such change, which may or may not be retroactive,
could alter the tax consequences discussed herein. The Tax
Opinion is available

- 47 -
<PAGE> 54
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. The receipt of the Tax Opinion again as of the Closing Date is a
condition to the consummation of the Merger. An opinion of counsel, unlike a
private letter ruling from the Service, has no binding effect on
the Service. The Service could take a position contrary to the Tax
Opinion and, if the matter were litigated, a court may reach a
decision contrary to the Tax Opinion. Neither MBI nor First
Financial has requested an advance ruling as to the federal income
tax consequences of the Merger, and the Service is not expected to
issue such a ruling.

THE FOREGOING IS A GENERAL DISCUSSION OF THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO CERTAIN FIRST
FINANCIAL SHAREHOLDERS AND DOES NOT TAKE INTO ACCOUNT THE PARTICULAR
FACTS AND CIRCUMSTANCES OF EACH FIRST FINANCIAL SHAREHOLDER'S TAX
STATUS AND ATTRIBUTES. AS A RESULT, THE FEDERAL INCOME TAX
CONSEQUENCES
ADDRESSED IN THE FOREGOING DISCUSSION MAY NOT APPLY TO EACH FIRST
FINANCIAL SHAREHOLDER. ACCORDINGLY, EACH FIRST FINANCIAL SHAREHOLDER
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF
FEDERAL, STATE, LOCAL AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF
CHANGES IN FEDERAL AND OTHER TAX LAWS.

DISSENTERS' RIGHTS OF SHAREHOLDERS OF FIRST FINANCIAL
-----------------------------------------------------

Each holder of First Financial Common Stock has the right
to dissent from the Merger and receive the fair value of such
shares of First Financial in cash if the shareholder follows the
procedures set forth under Section 351.455 of the Missouri Act set
forth as Annex A hereto and the material provisions of which
-------
are summarized herein. Under Section 351.455 of the Missouri Act,
a holder of First Financial Common Stock may dissent and Ameribanc,
as the surviving corporation, will pay to such shareholder the fair
value of such shareholder's shares of First Financial Common Stock
as of the day prior to the Special Meeting if such shareholder: (1)
files with First Financial prior to or at the Special Meeting a
written objection to the Merger; (2) does not vote in favor of the
approval of the Merger Agreement; and (3) within 20 days after the
Closing Date of the Merger, makes written demand on Ameribanc for
payment of the fair value of the shares held by such shareholder as
of the day prior to the date of the Special Meeting. Within ten
days after such Closing Date, MBI will include notice of the
Closing Date in a letter to all shareholders of First Financial
which notifies such shareholders of the procedures to exchange
their shares for those of MBI. A demand by a dissenting
shareholder shall state the number and class of shares owned by
such dissenting shareholder. Any shareholder failing to make
demand within the 20-day period shall be conclusively presumed to
have consented to the Merger and shall be bound by the terms
thereof. A PROXY OR VOTE AGAINST THE APPROVAL OF THE MERGER
AGREEMENT WILL NOT, BY ITSELF, BE REGARDED AS A WRITTEN OBJECTION
FOR PURPOSES OF ASSERTING DISSENTERS' RIGHTS.

If, within 30 days after the Closing Date of the Merger,
the value of such shares is agreed upon between the dissenting
shareholder and Ameribanc, payment therefor shall be made within 90
days after the Closing Date of the Merger upon the surrender by
such shareholder of the certificate or certificates representing
said shares. Upon payment of the agreed value, the dissenting
shareholder shall cease to have any interest in such shares or in
Ameribanc.

If, within 30 days after the Closing Date of the Merger,
the dissenting shareholder and Ameribanc do not agree as to the
value of such shares, then the dissenting shareholder may, within 60

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<PAGE> 55

days after the expiration of such 30-day period, file a petition
in any court of competent jurisdiction within the county in which
the registered office of Ameribanc is situated, asking for a
finding and determination of the fair value of such shares, and
shall be entitled to judgment against Ameribanc for the amount of
such fair value as of the day prior to the date of the Special
Meeting, together with interest thereon to the date of such
judgment. The "fair value" determined by the court may be more or
less than the amount offered to each of the First Financial
shareholders under the Merger Agreement. The judgment shall be
payable only upon and simultaneously with the surrender to
Ameribanc of the certificate or certificates representing said
shares. Upon the payment of the judgment, the dissenting
shareholder shall cease to have any interest in such shares or in
Ameribanc. Unless a dissenting shareholder shall file such
petition within such 60-day period, such shareholder and all
persons claiming under such shareholder shall be conclusively
presumed to have approved and ratified the Merger, and shall be
bound by the terms thereof.

FAILURE TO COMPLY STRICTLY WITH THESE PROCEDURES WILL
CAUSE THE SHAREHOLDER TO LOSE HIS OR HER DISSENTERS' RIGHTS.
CONSEQUENTLY, ANY SHAREHOLDER WHO DESIRES TO EXERCISE HIS OR HER
DISSENTERS' RIGHTS IS URGED TO CONSULT A LEGAL ADVISOR BEFORE
ATTEMPTING TO EXERCISE SUCH RIGHTS.

THE PRECEDING DISCUSSION IS A SUMMARY OF THE PROVISIONS
REGARDING DISSENTERS' RIGHTS UNDER THE MISSOURI ACT AND IS
QUALIFIED IN ITS ENTIRETY BY THE TEXT OF SECTION 351.455 OF THE
MISSOURI ACT WHICH IS ATTACHED HERETO AS ANNEX A. FIRST
-------
FINANCIAL SHAREHOLDERS WHO ARE INTERESTED IN PERFECTING DISSENTERS'
RIGHTS PURSUANT TO THE MISSOURI ACT IN CONNECTION WITH THE MERGER
SHOULD CONSULT WITH THEIR COUNSEL FOR ADVICE AS TO THE PROCEDURES
REQUIRED TO BE FOLLOWED.

- 49 -
<PAGE> 56

PRO FORMA FINANCIAL INFORMATION
-------------------------------

COMPARATIVE UNAUDITED PER SHARE DATA

The following table sets forth for the periods indicated
selected historical per share data of MBI and First Financial and
the corresponding pro forma and pro forma equivalent per share
amounts giving effect to the proposed Merger and the proposed
acquisitions of Peoples and TODAY'S. The data presented is based
upon the supplemental consolidated financial statements and
consolidated financial statements and related notes of MBI and the
consolidated financial statements and related notes of First
Financial included in this Proxy Statement/Prospectus or in
documents incorporated herein by reference, and the pro forma
combined consolidated balance sheet and income statements,
including the notes thereto, appearing elsewhere herein. This
information should be read in conjunction with such historical and
pro forma financial statements and related notes thereto. The
assumptions used in the preparation of this table appear in the
notes to the pro forma financial information appearing elsewhere in
this Proxy Statement/Prospectus. See "- Notes to Pro Forma
Combined Consolidated Financial Statements." These data are not
necessarily indicative of the results of the future operations of
the combined organization or the actual results that would have
occurred if the proposed Merger or the proposed acquisitions of
Peoples and TODAY'S had been consummated prior to the periods
indicated.

<TABLE>
<CAPTION>
MBI/First MBI/First MBI/All MBI/
First Financial Financial Entities All Entities
MBI Financial Pro Forma Pro Forma Pro Forma Pro Forma
Reported Reported Combined <F1> Equivalent <F2> Combined <F3> Equivalent <F2>
--------- -------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Book Value per Share:
June 30, 1996 $ 25.64 $135.76 $25.64 $110.16 $25.65 $110.20
December 31, 1995 26.04 136.48 26.04 111.88 26.05 119.92

Cash Dividends Declared per Share:
Six Months ended June 30, 1996 $ .82 $ 2.50 $ .82 $ 3.52 $ .82 $ 3.52
Year ended December 31, 1995 1.32 11.00 1.32 5.67 1.32 5.67

Earnings per Share:
Six Months ended June 30, 1996 $ 1.10 $ 6.84 $ 1.10 $ 4.73 $ .99 $ 4.25
Year ended December 31, 1995 3.74 12.97 3.75 16.11 3.63 15.60

Market Price per Share:
At July 9, 1996 <F4> $45.000 $ n/a n/a n/a n/a n/a
At September 10, 1996 <F4> n/a n/a n/a n/a n/a

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

<F1> Includes the effect of pro forma adjustments for First Financial, as appropriate. See "PRO FORMA FINANCIAL
INFORMATION - Notes to Pro Forma Combined Consolidated Financial Statements."

<F4> The market price per share of MBI Common Stock was determined as of July 9, 1996, and September 10, 1996, the last trading
day preceding the public announcement of the proposed Merger and as of the latest available date prior to the mailing of
the Proxy Statement/Prospectus, respectively, based on the last sale price as reported on the NYSE Composite Tape. There
are no publicly available quotations of First Financial Common Stock.

</TABLE>

- 50 -
<PAGE> 57

PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following unaudited pro forma combined consolidated
balance sheet gives effect to the proposed Merger and the proposed
acquisitions of Peoples and TODAY'S as if each of the acquisitions
were consummated on June 30, 1996.

The following pro forma combined consolidated income
statements for the six months ended June 30, 1996 and the year
ended December 31, 1995 set forth the results of operations of MBI
combined with the results of operations of First Financial, Peoples
and TODAY'S as if the proposed Merger and the proposed acquisitions
of Peoples and TODAY'S had occurred as of the first day of the
period presented.

The unaudited pro forma combined consolidated financial
statements should be read in conjunction with the accompanying
Notes to the Pro Forma Combined Consolidated Financial Statements
and with the historical financial statements of MBI and First
Financial. These pro forma combined consolidated financial
statements may not be indicative of the results of operations that
actually would have occurred if the proposed acquisitions had been
consummated on the dates assumed above or of the results of
operations that may be achieved in the future. Due to the immateriality
of the financial condition and results of operation of Regional to MBI,
the pro forma combined consolidated financial statements do not give
effect to the proposed acquisition of Regional.

- 51 -
<PAGE> 58

<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(THOUSANDS)
(UNAUDITED)

Due from banks-interest
bearing 64,857 -- 64,857 29 338 65,224
Federal funds sold and
repurchase agreements 209,502 150 209,652 -- 9,980 219,632
Investments in debt and
equity securities
Trading 255 -- 255 -- -- 255
Available-for-sale 4,428,289 33,101 4,461,390 36,076 75,070 4,572,536

Held to maturity -- -- -- -- 27,640 27,640
------------ --------- ---------- ----------- --------- -------- ---------- -----------
Total 4,428,544 33,101 -- 4,461,645 36,076 102,710 -- 4,600,431

Loans and leases 11,947,615 47,521 11,995,136 51,900 360,390 12,407,426
Reserve for possible
loan losses (205,687) (660) (206,347) (717) (3,538) (210,602)
------------ --------- ---------- ----------- --------- -------- ---------- -----------
Net Loans and Leases 11,741,928 46,861 -- 11,788,789 51,183 356,852 -- 12,196,824

Other assets 752,150 3,551 10,443 <F4> 760,238 3,916 24,223 8,074 <F6> 834,164
(10,443)<F5> (8,074)<F7>
4,537 <F10> 6,392 <F10>
47,867 <F8>
(47,867)<F9>
39,395 <F10>

------------ --------- ---------- ----------- --------- -------- ---------- -----------
Total Assets $ 18,037,829 $ 87,508 $ (10,314) $18,115,023 $ 94,383 $509,538 $ (55,099) $18,663,845
============ ========= ========== =========== ========= ======== ========== ===========

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 52 -
<PAGE> 59

<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(THOUSANDS)
(UNAUDITED)

<CAPTION>
MBI, First
Financial All Entities
Pro Forma Peoples, Pro Forma
First First Financial Combined TODAY'S Combined
MBI <F1> Financial Adjustments<F2> Consolidated Peoples TODAY'S Adjustments<F2> Consolidated
------------- --------- --------------- ------------ ------- ------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES
Deposits
Non-interest bearing $ 2,567,425 $ 7,494 $ 2,574,919 $ 9,342 $43,788 $ 2,628,049
Interest Bearing 11,668,483 68,211 11,736,694 64,897 393,871 12,195,462
Foreign 97,362 -- 97,362 -- 97,362
------------- --------- --------- ----------- --------- -------- --------- -----------
Total Deposits 14,333,270 75,705 -- 14,408,975 74,239 437,659 -- 14,920,873
Federal funds purchased
and repurchase
agreements 1,108,416 720 1,109,136 11,590 9,022 1,129,748
Other borrowings 750,326 -- 750,326 -- 11,397 761,723
Other liabilities 239,012 640 239,652 480 3,593 243,725
------------- --------- --------- ----------- --------- -------- --------- -----------

Total Liabilities 16,431,024 77,605 -- 16,508,089 86,309 461,671 -- 17,056,069

SHAREHOLDERS' EQUITY
Preferred stock -- -- -- -- -- --

Common stock 316,394 8 (8)<F5> 316,394 2,250 13,756 (2,250)<F7> 316,394
(13,756)<F9>

Capital surplus 233,725 771 129 <F4> 233,854 2,250 6,461 (41)<F6> 234,696
(771)<F5> (2,250)<F7>
883 <F8>
(6,461)<F9>

Retained earnings 1,083,683 9,664 (9,664)<F5> 1,083,683 3,574 27,650 (3,574)<F7> 1,083,683
(27,650)<F9>

Treasury stock (26,997) -- (11,516)<F3> (26,997) -- -- (14,507)<F3> (26,997)
11,516 <F4> 14,507 <F6>
(52,379)<F3>
52,379 <F8>

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

Total Shareholders'
Equity 1,606,805 10,443 (10,314) 1,606,934 8,074 47,867 (55,099) 1,607,776
------------- --------- --------- ----------- --------- -------- --------- -----------

Total Liabilities
and Shareholders'
Equity $ 18,037,829 $ 87,508 $ (10,314) $18,115,023 $ 94,383 $509,538 $ (55,099) $18,663,845
============= ========= ========= =========== ========= ======== ========= ===========

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 53 -
<PAGE> 60

<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

Net Interest Income 346,458 1,799 (371) 347,886 1,741 9,603 (2,522) 356,708
Provision for Possible
Loan Losses 43,806 12 43,818 -- 560 2,300 46,678
----------- --------- ------- ----------- ------- -------- --------- -----------

Net Interest Income
after Provision for
Possible Loan Losses 302,652 1,787 (371) 304,068 1,741 9,043 (4,822) 310,030
Other Income
Trust 40,103 -- 40,103 -- 915 41,018
Service charges 39,177 144 39,321 210 869 40,400
Credit card fees 9,579 -- 9,579 -- -- 9,579
Securities gains
(losses) (2,858) -- (2,858) -- 6 (2,852)
Other 51,440 71 51,511 167 609 52,287
----------- --------- ------- ----------- ------- -------- --------- -----------

Total Other Income 137,441 215 -- 137,656 377 2,399 -- 140,432
Other Expense
Salaries and employee
benefits 157,992 766 158,758 589 3,750 163,097
Net occupancy and
equipment 43,073 84 43,157 191 1,351 44,699
Other 125,029 348 151 125,528 500 2,384 213 137,638
1,313
7,700
----------- --------- ------- ----------- ------- -------- --------- -----------

Total Other Expense 326,094 1,198 151 327,443 1,280 7,485 9,226 345,434
----------- --------- ------- ----------- ------- -------- --------- -----------

Income Before Income
Taxes 113,999 804 (522) 114,281 838 3,957 (14,048) 105,028
Income Taxes 44,358 278 (134) 44,502 290 1,391 (131) 42,137
(3,915)
----------- --------- ------- ----------- ------- -------- --------- -----------

Net Income $ 69,641 $ 526 $ (388) $ 69,779 $ 548 $ 2,566 $ (10,002) $ 62,891
=========== ========= ======= =========== ======= ======== ========= ===========

Per Share Data
Average Common Shares
Outstanding 62,916,388 76,927 62,916,388 62,916,388

Net Income $ 1.10 $ 6.84 $ 1.10 $ 0.99

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 54 -
<PAGE> 61

<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1995
(THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

Net Interest Income 673,410 3,410 (743) 676,077 3,569 19,405 (5,043) 694,008
Provision for Possible
Loan Losses 36,530 -- 36,530 45 960 2,300 39,835
----------- --------- ------- ----------- ------- -------- --------- -----------

Net Interest Income
after Provision for
Possible Loan Losses 636,880 3,410 (743) 639,547 3,524 18,445 (7,343) 654,173
Other Income
Trust 70,751 -- 70,751 -- 1,624 72,375
Service charges 75,408 264 75,672 452 1,655 77,779
Credit card fees 19,690 -- 19,690 -- -- 19,690
Securities gains
(losses) 4,042 (37) 4,005 (14) 62 4,053
Other 103,762 484 104,246 143 1,640 106,029
----------- --------- ------- ----------- ------- -------- --------- -----------

Total Other Income 273,653 711 -- 274,364 581 4,981 -- 279,926
Other Expense
Salaries and employee
benefits 298,625 1,569 300,194 1,148 7,318 308,660
Net occupancy and
equipment 82,674 191 82,865 576 3,863 87,304
Other 172,449 933 302 173,684 590 4,779 426 189,805
2,626
7,700
----------- --------- ------- ----------- ------- -------- --------- -----------

Total Other Expense 553,748 2,693 302 556,743 2,314 15,960 10,752 585,769
----------- --------- ------- ----------- ------- -------- --------- -----------

Income Before Income
Taxes 356,785 1,428 (1,045) 357,168 1,791 7,466 (18,095) 348,330
Income Taxes 124,109 430 (267) 124,272 628 2,587 (261) 122,534
(4,692)
----------- --------- ------- ----------- ------- -------- --------- -----------

Net Income $ 232,676 $ 998 $ (778) $ 232,896 $ 1,163 $ 4,879 $ (13,142) $ 225,796
=========== ========= ======= =========== ======= ======== ========= ===========

Per Share Data
Average Common Shares
Outstanding 61,883,723 76,927 61,883,723 61,883,723

Net Income $ 3.74 $ 12.97 $ 3.75 $ 3.63

See notes to pro forma combined consolidated financial statements.
</TABLE>

- 55 -
<PAGE> 62

[FN]

MERCANTILE BANCORPORATION INC.
NOTES TO PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

<F1> Represents MBI restated historical consolidated financial
statements reflecting the acquisition of Hawkeye, effective
January 2, 1996. Such acquisition was accounted for as a
pooling-of-interests. The acquisition of Sterling was also
accounted for as a pooling-of-interests; however, due to the
immateriality of the financial condition and results of
operations of Sterling to that of MBI, MBI did not restate its
historical financial statements to reflect the acquisition of
Sterling. Sterling, along with Conway and Metro, is included
in these pro forma financial statements only from its
acquisition date forward. The full impact of these
acquisitions is immaterial to the pro forma combined financial
statements.

<F2> The acquisitions of First Financial, Peoples and TODAY'S will
be accounted for as purchase transactions. Purchase price
adjustments offset each other or are immaterial. Included
herein are the amortization of goodwill over a 15-year period
(see footnote 10 below) and the lost interest income on the
cash consideration (for First Financial and TODAY'S) and stock
buybacks. Also included for TODAY'S is $10,000,000 that MBI
expects to record upon closing to conform TODAY'S accounting
and credit policies to those of MBI, which consists of
$2,300,000 in provision for loan losses and $7,700,000 in
other expenses. Goodwill is considered non-deductible and a
lower tax rate is used on the conforming charges since some
portion of those will be non-deductible. The balance sheet
impact of goodwill amortization, lost interest income and the
conforming charges is ignored due to immateriality. First
Financial's divestiture of its ownership interest in West
Pointe is not expected to have a material impact on the pro
forma financial statements.

<F3> In connection with the proposed acquisitions, MBI may
repurchase up to 1,761,849 shares of MBI Common Stock in the
open market. Assumed average price is $44.50 per share.

<F4> Purchase entry of First Financial with assumed consideration
of 258,783 reissued treasury shares at $45.00 per share, plus
$3,335,000 in cash. The closing price for MBI Common Stock on
July 9, 1996 (the last trading day preceding the public
announcement of the Merger) was $45.00.

<F5> Elimination of MBI's investment in First Financial.

<F6> Purchase entry of Peoples with assumed consideration of
$14,466,000, consisting of 326,000 reissued treasury shares at
$44.375 per share, the closing price for MBI Common Stock on
December 19, 1995 (the date of the execution of the definitive
reorganization agreement between MBI and Peoples).

<F7> Elimination of MBI's investment in Peoples.

<F8> Purchase entry of TODAY'S with assumed consideration of
1,177,066 reissued treasury shares at $45.25 per share, plus
$34,000,000 in cash. The closing price for MBI Common Stock
on March 19, 1996 (the last trading day preceding the public
announcement of the merger between MBI and TODAY'S) was
$45.25.

<F9> Elimination of MBI's investment in TODAY'S.

<F10> The pro forma excess of cost over fair value of net assets
acquired was $4,537,000, $6,392,000 and $39,395,000 as of June
30, 1996 for First Financial, Peoples and TODAY'S,
respectively.

- 56 -
<PAGE> 63

INFORMATION REGARDING FIRST FINANCIAL
-------------------------------------

BUSINESS

GENERAL. First Financial was organized in May 1988 and
is registered with the Federal Reserve Board as a one-bank holding
company under the BHCA. First Financial currently owns all of the
issued and outstanding shares of capital stock of The First
National Bank of Salem, a national banking association, located in
Salem, Missouri. First National was founded in 1905 and operates
two facilities in Salem, Missouri. First National owns all of the
issued and outstanding shares of the common stock of Financial
Ideas, Inc., a Missouri corporation engaged in securities and
insurance sales, and First Financial Insurance Agency, Inc. (f/k/a
Central Ozark Insurance Agency), a Missouri corporation which has
no significant assets and presently engages in no business. First
Financial also owns 4.9% of the Common Stock of West Pointe Bank
and Trust Company, which stock will be divested prior to the
Effective Time as described above under " - Divestiture of West
Pointe Stock." As of June 30, 1996, First Financial, on a
consolidated basis, had assets of $87.5 million, deposits of $75.7
million, net loans of $46.9 million and shareholders' equity of
$10.4 million.

First National is a full-service community bank that
provides a range of banking services to customers who are
primarily individuals and small businesses in Dent County,
Missouri. First National accepts demand, savings and time deposits
and repurchase agreements, makes commercial, agricultural, real
estate and consumer loans, purchases loans from other lenders
outside First National's immediate trade area and provides other
customary commercial banking services. Such activities are highly
competitive and the communities in which First National provides
services are also served by other financial institutions.
Competition among the financial institutions is based upon interest
rates offered on deposit accounts, interest rates charged on loans,
other credit and service charges, the convenience of banking
facilities and the quality of services rendered. First National
has successfully competed in its marketplace by providing superior
service to its customers. Additional competition for depositors'
funds may come from a variety of sources, including United States
Government securities, private issues of debt obligations, mutual
funds and suppliers of other investment alternatives.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following is an analysis of the consolidated
financial condition and results of operations of First Financial as
of and for the six months ended June 30, 1996 and 1995 and for the
years ended December 31, 1995, 1994 and 1993. The analysis should
be read in conjunction with the consolidated financial statements,
notes to consolidated financial statements, and financial data of
First Financial presented elsewhere is this Proxy
Statement/Prospectus.

June 30, 1996 and 1995

RESULTS OF OPERATIONS

NET INCOME. Net income for the six months ended June 30,
1996 was $526,184, or $6.84 per share, compared to $364,873, or
$4.74 per share, in 1995. This represents an increase of $161,311,
or 44.2%, and was due primarily to an improvement in net interest
income of $125,710 and a decrease in noninterest expense of
$160,835. These gains were offset by a reduction of other income
of $8,454 and an increase in the provision for income taxes of
$116,780.

NET INTEREST INCOME. Net interest income increased
$125,710, or 7.6%, in the first six months of 1996, compared to the
same period in 1995. This improvement is the result of an increase of

- 57 -
<PAGE> 64

$272,359 in interest revenue, offset by increases of $134,649 in
interest expense, and $12,000 in the provision for loan losses.
The improvement in interest revenue resulted from an increase of
$2.9 million in loan volume in 1996, compared to 1995, and, to a
lesser extent, from a small increase in the average rate earned on
loans. The increase in interest expense of $134,649 results from
an increase of $6.8 million in interest bearing deposit products in
1996, compared to 1995. The increase in deposits primarily results
from First National's success in attracting deposits by offering
free checking and attractive deposit rates. Also, First National
has attracted several large depositors.

PROVISION FOR LOAN LOSSES. The provision for loan losses
was $12,000 for the six months ended June 30, 1996, compared with
$0 in the same period in 1995. No provision was necessary in 1995
because the recorded reserve was adequate based on First National's
loan loss reserve calculation. During this same period, the level
of classified loans for which a reserve was needed stabilized. In
1996, a provision for loan losses of $2,000 per month will be
recognized as First National continues to grow its loan portfolio.
Management reviews the adequacy of the loan loss reserve quarterly
and provides a reserve sufficient to absorb known and unknown losses
inherent in existing loans and commitments to extend credit.

NONINTEREST INCOME. Noninterest income decreased $8,454
to $215,358 for the six months ended June 30, 1996, compared to
$223,812 for the same period in 1995. In 1995, noninterest income
included approximately $91,000 for insurance commissions earned by
an insurance subsidiary of First National and losses on the sale of
securities of $69,000. The insurance subsidiary was sold on
December 31, 1995. There were no comparable insurance commissions
or losses on the sale of securities in 1996. Other changes in
noninterest income between the two periods are not significant.

NONINTEREST EXPENSE. Noninterest expense decreased
$160,835, or 11.8%, to $1,198,362 for the six months ended June 30,
1996, from $1,359,197 in 1995. The primary causes of this decline
were decreases of $82,000 of premiums paid to the Bank Insurance
Fund (the "BIF"), $79,000 less in operating expenses for an
insurance subsidiary that was sold in 1995 and $26,000 less in
equipment depreciation.

INCOME TAXES. Income tax expense increased $117,000 for
the six months ended June 30, 1996, compared to 1995 due to
increased taxable income.

December 31, 1995, 1994 and 1993

RESULTS OF OPERATIONS

NET INCOME. Net income for the year ended December 31,
1995 was $998,102, or $12.97 per share, compared to $1,060,852, or
$13.79 per share in 1994. The decline of $62,750, or 5.9%, was due
to increases of $71,702 in net interest income and $18,713 in other
income, offset by increases of $129,282 in noninterest expense
and $23,883 in the provision for income taxes.

Net income for the year ended December 31, 1994 was
$1,060,852, or $13.79 per share, compared to $1,116,741, or $14.53
per share, for same period in 1993. This represents a decrease of
$55,889, or 5.0%. The primary reason for the decline was a
decrease in net interest income of $80,494 and increases in
noninterest expense of $100,077 and provision for income taxes of
$97,603. These declines were offset by an increase in noninterest
income of $162,285 and a reduction in the provision for loans
losses of $60,000.

- 58 -
<PAGE> 65

The following are analyses and comments regarding net
interest income, noninterest income and expense and income taxes
for the years ended December 31, 1995, 1994 and 1993. These
comparisons and financial schedules provide additional details of
the changes in net income and include a discussion of the changes
between these periods.

NET INTEREST INCOME. The following schedule provides a
summary of net income, average balances and the related interest
rates/yields for the past three years. Impaired/nonaccrual loans
are included in interest-earning assets. Interest income on these
loans is recorded as received. Investment securities include U.S.
Treasury, agency and municipal securities, as well as the equity of
West Pointe Common Stock. The average balance of these shares was
approximately $415,000 in 1995 and $396,000 in 1994 and 1993.

Interest-earning assets includes tax exempt investments and
the related income is presented on a tax-equivalent basis assuming
a tax rate of 34%. The amount of the tax-equivalent adjustment was
$93,000, $123,000 and $123,000 for the years ended December 31,
1995, 1994, and 1993, respectively.

<TABLE>
<CAPTION>
DECEMBER 31
------------------------------------------------------------------------------------------
1995 1994 1993
--------------------------- ---------------------------- ----------------------------
AVERAGE AVERAGE AVERAGE
INTEREST YIELD/ INTEREST YIELD/ INTEREST YIELD/
AVERAGE INCOME/ RATE AVERAGE INCOME/ RATE AVERAGE INCOME/ RATE
BALANCE EXPENSE PAID BALANCE EXPENSE PAID BALANCE EXPENSE PAID
------- -------- ------- ------- -------- ------- ------- -------- -------
(in thousands)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans $44,612 $4,154 9.31% $38,260 $3,238 8.46% $35,647 $3,192 8.95%
Investment securities 26,728 1,668 6.24 31,650 1,765 5.58 32,293 1,883 5.83
Nontaxable securities 3,390 273 8.07 4,168 361 8.67 3,821 362 9.48
Federal funds sold 1,540 102 6.62 1,334 61 4.57 1,091 64 5.87
------- ------ ----- ------- ------ ----- ------- ------ -----
Total interest-earning assets 76,270 6,197 8.13 75,412 5,425 7.19 72,852 5,501 7.55

Noninterest-earning assets:
Cash and due from banks 2,006 2,376 2,523
Premise and equipment 2,025 1,592 1,446
Other assets 1,288 1,276 1,549
Allowance for loan losses, etc. (665) (670) (684)
------- ------- -------
Total assets $80,924 $79,986 $77,686
======= ======= =======

Interest-bearing liabilities:
Demand deposits $13,706 $ 421 3.07% $12,845 $ 273 2.13% $12,304 $ 324 2.63%
Savings 6,960 172 2.47 7,475 185 2.47 7,479 178 2.38
Money market 4,875 144 2.95 6,734 171 2.54 6,703 185 2.76
Time 37,545 1,956 5.21 33,732 1,334 3.95 33,156 1,272 3.84
------- ------ ----- ------- ------ ----- ------- ------ -----
Total interest-bearing liabilities 63,086 2,693 4.27 60,786 1,963 3.23 59,642 1,959 3.28

Noninterest-bearing liabilities:
Demand deposits 7,380 8,904 7,341
Other liabilities 642 623 631
------- ------- -------
Total liabilities 71,108 70,313 67,614
Shareholders' equity 9,816 9,673 10,072
------- ------- -------
Total liabilities and
shareholders' equity $80,924 $79,986 $77,686
======= ======= =======

Net interest income $3,504 $3,462 $3,542
====== ====== ======
Net Interest spread 3.86% 3.96% 4.27%
===== ===== =====
Net interest margin 4.59% 4.61% 4.83%
===== ===== =====

</TABLE>

- 59 -
<PAGE> 66

Net interest income improved $71,702 for the year ended
December 31, 1995, compared with the same period in 1994. This is
the net result of an improvement in interest income of $801,481,
offset by an increase of $729,779 in interest expense. Interest
income on loans increased $915,976, which was primarily due to an
increase of $6.4 million in average loans outstanding and an
increase in the average rate on loans from 8.46% in 1994 to 9.31%
in 1995.

Traditionally, First National's loan-to-deposit ratio has
been approximately 50%, compared to the peer group ratio of 70%.
In an attempt to increase the loan-to-deposit ratio and induce new
loan relationships, the bank offered loans at rates slightly below
market during 1994 and 1995. This strategy attracted additional
loans; however, it also caused a decline in net interest spread
from 1993 through 1995. First National also purchased $2.1 million
of new loans from West Pointe in an attempt to increase total loans
and the net interest margin as funds were shifted from lower
interest-earning assets, such as investment securities, to loans.

During the same period, interest earned on investment
securities decreased $155,609 in 1995, compared with the same
period in 1994. This was caused by a decrease of approximately
$5.7 million in the average investment principal outstanding, which
was used to fund loan growth.

Almost all gains in interest revenue were offset by an
increase in interest expense of $729,779, or 37.2%, to $2,692,993
in 1995, compared with $1,963,214 in 1994. The increase is
attributable to a 104-basis-point increase in the average rate paid
on deposits from 3.23% in 1994 to 4.27% in 1995 as First National
responded to an increasing interest rate environment. First
National generally offered market rates on its deposit products;
however, it sometimes paid above market rates to attract large
public funds and corporate deposits. At the same time, First
National attracted deposits from other local financial institutions
that were paying below market rates.

Net interest income decreased during the year ended
December 31, 1994 by $80,494, or 2.4%, compared to the same period
in 1993. The primary reason for this decline was a 35-basis-point
reduction in interest earned on interest-earning assets from 7.38%
in 1993 to 7.03% in 1994. This decline was partially offset as the
average loan volume increased approximately $2.6 million as First
National responded to increased customer loan demand.

Net interest income is affected by the volume and rate of
both interest-earning assets and interest-bearing liabilities. The
following table shows the effect that changes in average volume and
rates have on net interest income. Nonperforming loans are
included in the table:

- 60 -
<PAGE> 67

<TABLE>
<CAPTION>
1995 COMPARED TO 1994 COMPARED TO
1994 INCREASE 1993 INCREASE
(DECREASE) DUE TO (DECREASE) DUE TO
----------------------------- -------------------------------
VOLUME RATE COMBINED VOLUME RATE COMBINED
------ ---- -------- ------ ---- --------
(in thousands)

<S> <C> <C> <C> <C> <C> <C>
Interest earning assets:
Loans $ 591 $ 325 $ 916 $ 221 $(176) $ 45
Taxable securities (309) 211 (98) (36) (83) (119)
Nontaxable securities (41) (17) (58) 20 (19) 1
Federal funds sold 14 27 41 11 (14) (3)
----- ----- ----- ----- ----- -----
Total interest-earning assets 255 546 801 216 (292) (76)
----- ----- ----- ----- ----- -----

Interest paid on:
Demand deposits 26 122 148 11 (62) (51)
Savings (13) -- (13) -- 7 7
Money market (55) 27 (28) 1 (15) (14)
Time 199 423 622 22 40 62
----- ----- ----- ----- ----- -----
Total interest-bearing liabilities 157 572 729 34 (30) 4
----- ----- ----- ----- ----- -----
Net interest income $ 98 $ (26) $ 72 $ 182 $(262) $ (80)
===== ===== ===== ===== ===== =====

</TABLE>

PROVISION FOR LOAN LOSSES. The provision for loan
losses results in an allowance against which loan losses are
charged as those losses become evident. Management evaluates the
appropriate level of the allowance on a quarterly basis. The
analysis takes into consideration the results of internal loan
reviews, current and past delinquency statistics, economic trends
and conditions, concentrations of credit and specific
identification of potentially impaired loans. A specific portion
of the allowance is allocated to those loans which appear to
represent a higher than normal exposure to credit risk. In
addition, estimates are made for potential unknown losses inherent
in the loan portfolio. No provision for loan losses was recorded in
1994 or 1995 as the recorded reserve was adequate based on First
National's loan loss reserve calculation. This is further evidenced
by the relatively low and historical level of loan charge-offs. The
loan loss reserve was allocated as follows as of December 31:

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------------------- ------------------- ------------------- ------------------- -------------------
PERCENT PERCENT PERCENT PERCENT PERCENT
OF LOANS OF LOANS OF LOANS OF LOANS OF LOANS
ALLOCATED TO TOTAL ALLOCATED TO TOTAL ALLOCATED TO TOTAL ALLOCATED TO TOTAL ALLOCATED TO TOTAL
RESERVE LOANS RESERVE LOANS RESERVE LOANS RESERVE LOANS RESERVE LOANS
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate $ 192 44.86% $ 185 40.04% $ 109 41.13% $ 114 44.19% $ 123 46.95%
Commercial 143 33.41 151 32.68 56 21.13 41 15.89 39 14.89
Consumer 93 21.73 126 27.28 100 37.74 103 39.92 100 38.16
Unallocated 219 -- 203 -- 394 -- 355 -- 301 --
----- ------- ----- ------- ----- ------- ----- ------- ----- -------
Total $ 647 100.00% $ 665 100.00% $ 659 100.00% $ 613 100.00% $ 563 100.00%
===== ===== ===== ===== =====
</TABLE>

- 61 -
<PAGE> 68

The adequacy of the allowance for loan losses, based on
management's determination, and the related loan charge-offs and
recoveries and provisions for loan losses were as follows:

DECEMBER 31
----------------------------------------
1995 1994 1993
-------- -------- --------

<S> <C> <C> <C>
Balance, beginning of year $664,954 $658,698 $613,448
Provision charged to operations -- -- 60,000
Loans charged-off (34,214) (15,010) (25,910)
Recoveries 15,836 21,266 11,160
-------- -------- --------
Balance, end of year $646,576 $664,954 $658,698
======== ======== ========
</TABLE>

NONINTEREST INCOME. The following table shows First
Financial's noninterest income for the years ended December 31,
1995, 1994 and 1993, and the corresponding changes between the
years:

<TABLE>
<CAPTION>
DECEMBER 31 CHANGE
---------------------------------- ----------------------

1995 1994 1993 1995/1994 1994/1993
-------- -------- -------- --------- ---------

<S> <C> <C> <C> <C> <C>
Service fees $264,210 $293,949 $293,754 $(29,739) $195
Gain (loss) on sale of securities (36,893) 91,544 -- (128,447) 91,554
Income of unconsolidated subsidiary 48,842 57,193 -- (8,351) 57,193
Insurance commissions 176,357 190,730 172,577 (14,373) 18,153
Gain on disposition of insurance subsidiary 174,672 -- -- 174,672 --
Other 83,980 59,029 63,839 24,951 (4,810)
-------- -------- -------- -------- --------
Total noninterest income $711,168 $692,455 $530,170 $18,713 $162,285
======== ======== ======== ======== ========
</TABLE>

In 1995, 1994 and 1993, First National had a 100%
ownership in a subsidiary, Central Ozark Insurance Agency, Inc.
("Central Ozark"), through which various types of insurance
products were sold. The rights to sell insurance were sold on
December 31, 1995 and a pre-tax gain of $174,672 was recognized.
Income from continuing operations for Central Ozark totaled
$10,833, 16,346 and 12,902 for each of the years ended December 31,
1995, 1994 and 1993.

In 1995, First National recognized a loss of $36,893 on
the sale of investment securities, compared to a gain of $91,554
in 1994. Most of the gain in 1994 resulted from the sale of stock
held by First Financial in another local financial institution.
First Financial had written down the investment of such stock to
$100 in prior years due to the uncertainty of any future value.
First Financial sold the investment securities to reposition itself
to earn a higher yield on other interest-earning assets.

- 62 -
<PAGE> 69

NONINTEREST EXPENSE. The following table shows First
Financial's noninterest expense for the years ended December 31,
1995, 1994 and 1993 and the corresponding changes between the
years:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31 CHANGE
------------------------------------ ---------------------

1995 1994 1993 1995/1994 1994/1993
---------- ---------- ---------- --------- ---------

<S> <C> <C> <C> <C> <C>
Compensation and employee benefits $1,568,971 $1,498,345 $1,488,314 $70,626 $10,031
Occupancy expenses 191,300 166,187 141,848 25,113 24,339
FDIC assessment 109,564 181,940 182,321 (72,376) (381)
Equipment expense 188,752 113,904 91,984 74,848 21,920
Other expenses 635,785 604,714 560,546 31,071 44,168
---------- ---------- ---------- -------- --------
Total noninterest expense $2,694,372 $2,565,090 $2,465,013 $129,282 $100,077
========== ========== ========== ======== ========

</TABLE>

Noninterest expense increased $129,282, or 5.0%, to
$2,694,372 for the year ended December 31, 1995, compared to
$2,565,090 in 1994. The increase was due largely to increases in
compensation and equipment expenses, offset by a reduction in the
FDIC assessment.

The increase in compensation expense of $70,626, or 4.7%,
between 1994 and 1995 results from normal annual compensation
increases for First National's employees. First National
traditionally experiences similar increases in this area. The
small increase of $10,031 between 1993 and

1994 resulted from normal pay increases, offset by the reduction of
personnel. First National also pays bonuses and makes a profit-sharing
plan contribution to employees based on a formula where return on equity
is a key factor.

The increases in occupancy and equipment expenses during
1994 and 1995 were primarily due to increased depreciation and
computer expenses related to the purchase of a new in-house
computer system and a large remodeling project during the latter
part of 1994.

The reduction in the FDIC assessment from 1994 to 1995
relates to the reduction in assessment rates as determined by the
FDIC when the BIF became fully funded in 1995.

Noninterest expense increased $100,077, or 4.1%, to
$2,565,090 for the year ended December 31, 1994, compared to
$2,465,013 in 1993. This increase was generally in line with
inflation and not due to any one individual factor.

INCOME TAXES. First Financial files a consolidated
federal income tax return with First National. First National
makes federal income tax payments to First Financial based on
taxable income First National would pay on a stand-alone basis.
Deferred taxes are provided on certain transactions which are
reported in different periods for financial reporting purposes than
for income tax purposes. In 1993, First National adopted Statement
of Financial Accounting Standards No. 109, Accounting for Income
Taxes ("SFAS No. 109"), which required a change from the deferred
method to the asset and liability method of accounting for income
taxes. The cumulative effect of this change was to increase net
income in 1993 by $135,882.

FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

LENDING ACTIVITY. A major source of First Financial's
income is interest and fees on loans. The following table presents
the composition of First Financial's loan portfolio at the end of
each of the periods presented:

- 63 -
<PAGE> 70

<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------------------------------
1995 1994
-------------------------- -----------------------------
AMOUNT PERCENT AMOUNT PERCENT
----------- ------- ----------- -------

<S> <C> <C> <C> <C>
Real Estate $23,217,660 49.01% $19,143,827 46.20%
Commercial 12,508,152 26.40 11,032,249 26.61
Installment 6,800,843 14.36 6,699,894 16.16
Agricultural 4,040,927 8.53 4,019,837 9.66
Construction 805,090 1.70 570,582 1.37
----------- ------ ----------- ------
47,372,672 100.00 41,466,389 100.00
Allowance for loan losses (646,576) -- (664,954) --
----------- ------ ----------- ------
Loans, net $46,726,096 100.00% $40,801,435 100.00%
=========== ====== =========== ======
</TABLE>

The following table sets forth the remaining maturities,
based on contractual maturity dates, for each of the categories of
loans at December 31, 1995:

<TABLE>
<CAPTION>
ONE YEAR ONE TO FIVE OVER FIVE
OR LESS YEARS YEARS TOTAL
-------- ----------- --------- -----------

<S> <C> <C> <C> <C>
Real estate $ 2,184,646 $ 4,608,682 $16,424,332 $23,217,660
Commercial 6,329,537 3,854,673 2,323,942 12,508,152
Installment 3,205,583 3,401,291 193,969 6,800,843
Agricultural 3,689,178 324,247 27,502 4,040,927
Construction 637,720 167,370 -- 805,090
----------- ----------- ----------- -----------
Total Loans $16,046,664 $12,356,263 $18,969,745 $47,372,672
=========== =========== =========== ===========

</TABLE>

The following table indicates loans with fixed and
adjustable rates which mature in greater than one year at December
31, 1995:

<TABLE>
<CAPTION>
FLOATING OR
ADJUSTABLE
FIXED RATES RATES
----------- -----------

<S> <C> <C>
Real Estate $ 892,330 $20,140,684
Commercial 1,275,424 4,903,191
Installment 3,595,260 --
Agricultural 351,749 --
Construction 167,370 --
---------- -----------
Total Loans $6,282,133 $25,043,875
========== ===========
</TABLE>

First Financial makes substantially all of its loans to
customers located within First National's primary service area.
First National periodically purchases loans from other financial
institutions located outside of its primary service area, including
loans purchased from West Pointe, located in Belleville, Illinois.
Loans purchased from West Pointe and other financial institutions
totaled $7.0 million, or 14.8%, of First National's loan portfolio,
at December 31, 1995 and $5.2 million, or 12.6%, of First
National's loan portfolio, at December 31, 1994. First National
has no foreign loans or highly leveraged transaction loans, as
defined by the Federal Reserve Board.

The loan portfolio experienced an increase of $5.9, or
14.2%, from December 31, 1994 to December 31, 1995, primarily in
real estate loans. Real estate loans increased $4.1 million, or
21.3%. The increase in real estate loans was attributable to an
attempt to increase total loans and to earn a higher

- 64 -
<PAGE> 71

rate of return than was being earned on other interest-earning assets, such as
Federal funds sold and investments.

NONPERFORMING ASSETS. Nonperforming assets are defined
as nonaccrual loans, loans delinquent ninety or more days and
foreclosed assets. Impaired loans are loans which management has
identified as having a higher potential for loss of a portion or
all of contractual interest or principal due, or both. An impaired
loan does not necessarily have to be on nonaccrual status. These
assets do not necessarily represent future losses because
underlying collateral can be sold and the financial condition of
the borrowers may improve.

The following table sets forth the amount of
nonperforming assets at December 31, 1995 and 1994:

<TABLE>
<CAPTION>
1995 1994
---------- ---------

<S> <C> <C>
Nonaccrual loans $130,150 $149,069
Loans contractually past due 90 days or more -- --
--------- ---------
Total nonperforming loans 130,150 149,069
Foreclosed real estate held for sale 15,275 15,275
--------- ---------
Total nonperforming assets $145,425 $164,344
========= =========
Nonperforming loans to total loans 0.27% .036%
Nonperforming assets to total loans plus
foreclosed assets held for sale 0.31% 0.40%
Nonperforming assets to total assets 0.18% 0.21%
</TABLE>

Loans that are nonperforming or impaired are reviewed by
management weekly. When the collection of interest is doubtful,
loans are placed on nonaccrual status and the recognition of
interest is stopped. Whenever management believes that a loan or
portion thereof will not be collected, loan principal is charged
off at the time the determination of uncollectability is made.

Effective January 1, 1995, First Financial adopted
Statement of Financial Accounting Standards No. 114, Accounting by
Creditors for Impairment of a Loan ("SFAS 114") and, Statement of
Financial Accounting Standards No. 118, Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures (an
amendment to SFAS 114, "SFAS 118").

SFAS 114 addresses the accounting by creditors for
impairment of a loan by specifying how allowances for credit losses
related to certain loans should be determined. The statement also
addresses the accounting by creditors for all loans that are
restructured in a troubled debt restructuring involving a
modification of terms of a receivable. The statement does not
specify how a creditor should identify loans that are to be
evaluated for collectibility.

Under SFAS 114, a creditor should evaluate the
collectibility of both contractual interest and contractual
principal when assessing the need for a loss accrual. To do this,
the creditor will compute the net present value of all estimated
future cash flows and provide a reserve to the extent that the
recorded cost of principal exceeds the net present value of the
future estimated cash flows. Alternatively, impairment can be
measured by reference to an observable market price, if one exists,
or to the fair value of the collateral for a collateral-dependent
loan. Regardless of the historical measurement used, SFAS 114
requires a creditor to measure impairment based on the fair values
of collateral when foreclosure is probable.

- 65 -
<PAGE> 72

SFAS 118 addresses the accounting by creditors for an
impairment of a loan and amends SFAS 114 by allowing creditors to
use existing methods for recognizing interest income on impaired
loans. The statement eliminates the provisions in SFAS 114 which
describe how a creditor should report income on an impaired loan.
SFAS 118 also amends the disclosure requirements in SFAS 114 by
requiring information about the recorded investment in certain
impaired loans and how a creditor recognized interest income
related to those impaired loans.

The following table summarizes information relating to
impaired loans at December 31, 1995:

<TABLE>
<CAPTION>
RECORDED
INVESTMENT
----------

<S> <C>
Impaired loans for which there is no need for a valuation
allowance in accordance with SFAS 114 and 118 $443,653
Impaired loans for which there is a valuation allowance in
accordance with SFAS 114 and 118 --
--------
Total impaired loans $443,653
========
Average impaired loans during 1995 $378,000
========
</TABLE>

First Financial's policy is to discontinue accruing
interest on loans when principal or interest is due and remains
unpaid for ninety days or more, unless the loan is well secured and
in the process of collection. First Financial would have recorded
additional interest income of approximately $14,000, $9,000 and
$7,000 for 1995, 1994 and 1993, respectively, if contractual
interest on these loans had been recognized.

At December 31, 1995, 1994 and 1993, there were no
significant commitments to lend additional funds to borrowers whose
loans were considered nonperforming.

The allowance for loan losses is based on factors that
include the overall composition of the loan portfolio, class of
loans, delinquency and charge-off experience, potential substandard
and doubtful credits and other factors that need to be evaluated in
estimating the potential loan losses inherent in the loan
portfolio.

The adequacy of the allowance for loan losses is reviewed
on a quarterly basis. The allowance is based on factors including
current and past delinquency statistics, economic trends and
conditions, concentrations of credit and specific identification of
potentially impaired loans through a systematic review of the loan
portfolio. The results of these reviews are reported to the Board
of Directors of First Financial quarterly.

While there can be no assurance that the allowance for
loan losses will be adequate to cover all losses, management
believes that the allowance is sufficient to cover loan losses
inherent in the loan portfolio. In addition, various regulatory
agencies periodically review the adequacy of the allowance for loan
losses as an integral part of their routine examinations.

- 66 -
<PAGE> 73
The following table summarizes, for the periods
indicated, activity in the allowance for loan losses, including
amounts of loans charged-off, amounts of recoveries and additions
to the allowance and the ratio of net charge-offs to average loans
outstanding:

<TABLE>
<CAPTION>
1995 1994
-------- --------

<S> <C> <C>
Allowance at beginning of period $664,954 $658,698
Provision for loan losses charged to operations -- --
-------- --------

Commercial -- --
Real Estate -- --
Consumer 34,214 15,010
-------- --------
Total 34,214 15,010
-------- --------
Recoveries:
Commercial -- --
-------- --------
Real Estate 2,100 5,431
Consumer 13,736 15,835
-------- --------
Total 15,836 21,266
-------- --------
Net loan recoveries (charge-offs) (18,378) 6,256
-------- --------
Allowance for loan losses, end of period $646,576 $664,954
======== ========
Ratio of net charge-offs to average loan outstanding 0.04% 0.02%
</TABLE>

INVESTMENTS. The following tables sets forth First
Financial's investment security portfolio at carrying value at the
dates indicated:

<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------------------------------
1995 1994
--------------------------- ----------------------------
AMOUNT PERCENT AMOUNT PERCENT
----------- ------- ----------- -------
<S> <C> <C> <C> <C>
Available-for-Sale:
U.S. government and federal agencies $ 8,864,837 32.71% $10,879,960 36.05%
Corporate securities 347,181 1.28 353,275 1.17
State and local government 3,104,480 11.45 3,856,817 12.78
Mortgage-backed securities 14,473,969 53.40 14,778,116 48.96
Restricted equity securities 314,700 1.16 314,700 1.04
----------- ------ ----------- ------
Total investments $27,105,167 100.00% $30,182,868 100.00%
=========== ====== =========== ======
</TABLE>

The following table sets forth the maturities and
weighted average yields of the investment security portfolio at
December 31, 1995:

<TABLE>
<CAPTION>
WITHIN OVER 1-5 OVER 5-10 OVER 10
ONE YEAR YEARS YEARS YEARS
----------------- ---------------- --------------- ----------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------ ----- ------ ----- ------ ----- ------ -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. government and federal
agencies $ 317 6.64% $6,539 5.78% $2,009 7.32% $ -- --%
Corporate securities 326 8.89 -- -- -- -- 21 8.89
State and local government<F1> 774 9.46 1,115 9.10 267 9.11 948 7.63
Mortgage-backed securities<F2> -- -- 1,337 6.28 1,017 6.90 12,120 6.18
------ ---- ------ ---- ------ ---- ------ ----
$1,417 6.94% $8,991 5.88% $3,293 7.08% $13,089 6.10%
====== ==== ====== ==== ====== ==== ======= ====
<FN>
- --------------------------------
<F1>Yield presented on a tax-equivalent basis assuming a tax rate of 34%.
<F2>Restricted equity securities of $315,000 are stock in the
Federal Reserve Bank and Federal Home Loan Bank of Des Moines.
These securities are not included in this table because an equity
security has no stated maturity.
</TABLE>

- 67 -
<PAGE> 74

First Financial's holdings of investment and mortgage-
backed securities serve as a source of liquidity and earnings due
to First National's low loan-to-deposit ratio. Total investments
represent approximately 40% of total interest-earning assets.
Investments that are used for liquidity purposes are primarily
fixed-rate U.S. treasury and agency instruments. Investments used
for earnings enhancement may be instruments that have a higher rate
of interest rate risk. First National maintains its entire
investment portfolio as available-for-sale in order to allow First
National flexibility to manage interest rate risk and its gap
position and to have funds available to enable growth in the loan
portfolio.

DEPOSITS. The deposit base provides a major funding
source for First Financial. First National's core deposits
generally consist of demand, savings and certificates of deposit
less than $100,000. Certificates of deposit greater than $100,000
are generally more sensitive to market changes in interest rates
and thus are not considered part of First National's core deposit
base.

First National's deposits have steadily increased during
the period from December 31, 1993 to December 31, 1995. First
National's interest-bearing deposits increased $1.3 million, or
2.2%, to $59.5 million at December 31, 1994 from $58.2 million in
1993. At December 31, 1995, interest-bearing deposits had grown to
$63.1 million, compared to 59.5 million in 1994, which represents
an increase of $3.6 million, or 6.1%. The primary reasons for this
increase were a strong local economy, First National's aggressive
approach to attract public fund deposits and attractive rates
offered by First National.

The following table sets forth the distribution of First
Financial's deposit portfolio and the weighted-average interest
rates on each category of deposit at the dates indicated:

<TABLE>
<CAPTION>
December 31
-----------------------------------------------------------------------------
1995 1994
----------------------------------- --------------------------------------
(in thousands)
Percent Percent
of Average of Average
Amount Deposits Rate Amount Deposits Rate
------ -------- ------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
Demand and other $ 7,295 10.37% n/a $ 8,753 12.82% n/a
Interest-bearing NOW accounts 14,505 20.62 3.07% 11,418 16.73 2.13%
Money market accounts 4,190 5.96 2.95 5,548 8.13 2.54
Savings 6,906 9.82 2.47 7,104 10.41 2.47
Time 37,456 53.23 5.21 35,437 51.91 3.95
------- ------ ---- ------- ------ ----
Total $70,352 100.00% 3.82% $68,260 100.00% 3.29%
======= ====== ==== ======= ====== ====
</TABLE>

The following table sets forth the amounts and maturities
of time deposits of $100,000 or more at December 31, 1995:

<TABLE>
<CAPTION>
Percent
Amount of Total
------ --------
(in thousands)
<S> <C> <C>
Three months or less $ 533 14.23%
Over three through six months 842 22.47
Over six through twelve months 648 17.30
Over twelve months 1,723 46.00
------ ------
Total nonperforming assets $3,746 100.00%
====== ======
</TABLE>

- 68 -
<PAGE> 75

LIQUIDITY AND INTEREST RATE SENSITIVITY. Liquidity is a
measure of a financial institution's ability to meet its customers'
present and future deposit withdrawal requests or to fund increased
loan demand without unduly penalizing earnings. Interest rate
sensitivity involves the relationship between rate sensitive assets
and liabilities and is an indication of the probable effects that
interest rate fluctuations will have on net interest income. First
Financial manages liquidity and interest rate sensitivity through
various GAP and simulation analysis reports prepared quarterly.

Liquidity is provided for First National by projecting
credit demand and other financial needs and then maintaining
sufficient cash and assets readily convertible into cash, including
core deposits, maturing loans, investment securities and Federal
funds sold, to meet such projected requirements. Other sources of
liquidity available to First National include Federal funds
purchased, repurchase agreements and the ability to borrow from the
Federal Home Loan Bank of Des Moines. At December 31, 1995, cash
and cash equivalents totaled $4,488,431, or 5.5%, of total assets.
This was an increase of $651,343 from December 31, 1994, when total
cash and cash equivalents totaled $3,837,088, or 4.9%, of total
assets. Management considers this level of cash and cash
equivalents to be adequate based on projected liquidity needs.

Liquidity for First Financial is provided primarily by
dividends received from First National, tax benefits that accrue to
First Financial and small amounts of rental income. First
Financial traditionally pays out dividends equal to the dividends
paid out by First National. Dividends paid by First Financial for
each of the years ending December 31, 1995, 1994 and 1993 totaled
$846,195, $845,947 and $845,097, respectively.

At December 31, 1995, interest earning assets totaled
$17.4 million, or 23.4%, of total interest-earning assets which
were scheduled to mature within one year or less. This did not
include expected prepayments on loans and mortgage-backed
securities.

CAPITAL RESOURCES. Financial institutions are required
to maintain capital ratios in accordance with guidelines adopted by
the Federal Reserve Board. These guidelines are commonly known as
"Risk Based Guidelines" as they define the capital level
requirements of a financial institution based upon the level of
risk associated with holding various categories of assets. One
measure is the leverage capital ratio, which equals the ratio of
ending total capital less intangible assets to average total assets
on a quarterly basis less intangible assets. The guidelines also
include a definition of capital and provide a framework for
calculating risk-weighted assets by assigning assets and off-
balance-sheet instruments to broad risk categories. The risk-based
capital standards establish a minimum ratio of total capital to
risk-weighted assets with a minimum of 4% when using Tier 1 capital
and a minimum of 8% when including total capital. Tier 1 capital
is the sum of the core capital elements (common shareholders'
equity less intangible assets, excluding any unrealized gains or
losses on available-for-sale securities). Total capital includes
the allowance for loan losses limited to a maximum of 1.25% of
risk-weighted assets.

- 69 -
<PAGE> 76

The following tables shows First National Bank exceeded
the minimum risk-based and leverage ratios at the date indicated.

<TABLE>
<CAPTION>
DECEMBER 31, MINIMUM
1995 LEVELS
------------ -------
(in thousands)
<S> <C> <C>
Capital components:
Tier 1 capital $10,585 $1,999
Total risk-based capital 11,210 3,998
Assets:
Risk-weighed assets and off-balance-sheet
instruments 49,998 --
Capital ratios:
Leverage 12.92% 3.00%
Tier 1 risk-based capital 21.18 4.00
Total risk-based capital 22.43 8.00
</TABLE>

- 70 -
<PAGE> 77

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of the Record Date the
number of shares of First Financial Common Stock beneficially owned
and the percentage of ownership of outstanding shares of First
Financial Common Stock by (a) each director and executive officer
of First Financial, (b) each person who is known by First Financial
to own beneficially 5% or more of such stock and (c) all directors
and executive officers of First Financial as a group:

<TABLE>
<CAPTION>
SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF
OF BENEFICIAL OWNER OWNED CLASS
- ------------------- ------------ -------
<S> <C> <C>
W. Charles Whitmire<F1><F2> 10,626 13.81%
P.O. Box 778
Salem, MO 65560

Elachie, Inc. 8,080 10.50
#2 Amber Trail
Salem, MO 65560

William Charles Whitmire, Jr.<F1><F3> 5,477 7.12
P.O. Box 778
Salem, MO 65560

Dorothy D. Malone 5,440 7.07
1125 W. Long
Stephenville, TX 76401

Stewart J. Carmier<F1><F4> 4,117 5.35
P.O. Box 778
Salem, MO 65560

Zella A. Jones 3,900 5.07
Rt. 1, Box 158
Salem, MO 65560

Farris L. Craig<F1><F5> 2,590 3.37

Gerald W. Craig<F1><F6> 980 1.27

Charles T. Hayes<F1><F7> 200 .26

Herbert A. Jones<F1><F8> 100 .13

J. Brent Mitchell<F1><F9> 100 .13

Steven M. Watson<F1><F10> 210 .27

Jay C. White<F1><F11> 200 .26

Jerry L. Wilkerson<F1><F12> 100 .13

- 71 -
<PAGE> 78

All Directors and Executive Officers
as a Group (10 persons) 24,700 32.10

<FN>
- --------------------------------
<F1> Director of First Financial.

<F2> Includes 3,076 shares owned by W.C.W. Trust of which he is
trustee and 7,550 shares owned jointly with his wife.

<F3> Includes 2,387 shares owned jointly with his wife and 2,890
shares owned by his minor children.

<F4> Includes 2,717 shares owned jointly with his wife and 1,400
shares owned by his minor children.

<F5> Owned by his revocable living trust. Does not include 2,640
shares owned by his wife and her revocable living trust as to
which he disclaims beneficial ownership.

<F6> Owned by his revocable living trust. Does not include 1,950
shares owned by his wife's revocable living trust as to which
he disclaims beneficial ownership.

<F7> Owned jointly with his wife.

<F8> Owned jointly with his wife.

<F9> Owned jointly with his wife.

<F10> Includes 200 shares owned jointly with his wife and 10 shares
owned by his minor children.

<F11> Owned by the Jay C. White Trust of which he is the trustee.

<F12> Owned jointly with his wife.
</TABLE>

For purposes of the above table, a person is deemed to be a
beneficial owner of shares of First Financial Common Stock if the
person has or shares the power to vote or to dispose of such
shares. Unless otherwise indicated in the footnotes, each person
has sole voting and investment power with respect to shares shown
in the table as beneficially owned by such person and disclaims
beneficial ownership in shares described in the footnotes as being
"held by" other persons.

- 72 -
<PAGE> 79

INFORMATION REGARDING MBI STOCK
-------------------------------

DESCRIPTION OF MBI COMMON STOCK AND ATTACHED PREFERRED SHARE
PURCHASE RIGHTS

GENERAL. MBI has authorized 5,000,000 shares of MBI
Preferred Stock, no par value, and 100,000,000 shares of MBI Common
Stock, $5.00 par value. At June 30, 1996, MBI had no shares of MBI
Preferred Stock issued and outstanding and 62,673,041 shares of MBI
Common Stock outstanding. Under Missouri law, MBI's Board of
Directors may generally approve the issuance of authorized shares
of Preferred Stock and Common Stock without shareholder approval.

MBI's Board of Directors is also authorized to fix the
number of shares and determine the designation of any series of
Preferred Stock and to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any series
of MBI Preferred Stock. Except for the designation and reservation
of Series A Junior Participating Preferred Stock pursuant to MBI's
Preferred Share Purchase Rights Plan described below, MBI's Board
of Directors has not acted to designate or issue any shares of MBI
Preferred Stock. The existence of a substantial number of unissued
and unreserved shares of MBI Common Stock and undesignated shares
of MBI Preferred Stock may enable the Board of Directors to issue
shares to such persons and in such manner as may be deemed to have
an anti-takeover effect.

The following summary of the terms of MBI's capital stock
does not purport to be complete and is qualified in its entirety by
reference to the applicable provisions of MBI's Restated Articles
of Incorporation and By-Laws and Missouri law.

DIVIDENDS. The holders of MBI Common Stock are entitled
to share ratably in dividends when, as and if declared by the Board
of Directors from funds legally available therefor, after full
cumulative dividends have been paid or declared, and funds
sufficient for the payment thereof set apart, on all series of MBI
Preferred Stock ranking superior as to dividends to MBI Common
Stock.

The Board of Directors of MBI intends to maintain its
present policy of paying quarterly cash dividends on MBI Common
Stock, when justified by the financial condition of MBI and its
subsidiaries. The declaration and amount of future dividends will
depend on circumstances existing at the time, including MBI's
earnings, financial condition and capital requirements as well as
regulatory limitations, note and indenture provisions and such
other factors as the Board of Directors may deem relevant. The
payment of dividends to MBI by subsidiary banks is subject to
extensive regulation by various state and federal regulatory
agencies. See "SUPERVISION AND REGULATION."

VOTING RIGHTS. Each holder of MBI Common Stock has one
vote for each share held on matters presented for consideration by
the shareholders, except that, in the election of directors, each
shareholder has cumulative voting rights which entitle each such
shareholder to the number of votes which equals the number of
shares held by the shareholder multiplied by the number of
directors to be elected. All such votes may be cast for one
candidate for election as a director or may be distributed among
two or more candidates.

PREEMPTIVE RIGHTS. The holders of MBI Common Stock have
no preemptive right to acquire any additional unissued shares or
treasury shares of MBI.

LIQUIDATION RIGHTS. In the event of liquidation,
dissolution or winding up of MBI, whether voluntary or involuntary,
the holders of MBI Common Stock will be entitled to share ratably
in any of its assets or funds that are available for distribution
to its shareholders after the satisfaction of its

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liabilities (or after adequate provision is made therefor) and after
preferences on any outstanding MBI Preferred Stock.

ASSESSMENT AND REDEMPTION. Shares of MBI Common Stock
are and will be, when issued, fully paid and nonassessable. Such
shares do not have any redemption provisions.

PREFERRED SHARE PURCHASE RIGHTS PLAN. One preferred
share purchase right is attached to each share of MBI Common Stock.
The MBI Rights trade automatically with shares of MBI Common Stock,
and become exercisable and will trade separately from the MBI
Common Stock on the tenth day after public announcement that a
person or group has acquired, or has the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of
MBI Common Stock, or upon commencement or announcement of intent to
make a tender offer for 20% or more of the outstanding shares of
MBI Common Stock, in either case without prior written consent of
the Board. When exercisable, each MBI Right will entitle the
holder to buy 1/100 of a share of MBI Series A Junior Participating
Preferred Stock at an exercise price of $100 per MBI Right. In the
event a person or group acquires beneficial ownership of 20% or
more of MBI Common Stock, holders of MBI Rights (other than the
acquiring person or group) may purchase MBI Common Stock having a
market value of twice the then current exercise price of each MBI
Right. If MBI is acquired by any person or group after the Rights
become exercisable, each MBI Right will entitle its holder to
purchase stock of the acquiring company having a market value of
twice the current exercise price of each MBI Right. The MBI Rights
are designed to protect the interests of MBI and its shareholders
against coercive takeover tactics. The purpose of the MBI Rights
is to encourage potential acquirors to negotiate with MBI's Board
of Directors prior to attempting a takeover and to give the Board
leverage in negotiating on behalf of all shareholders the terms of
any proposed takeover. The MBI Rights may deter certain takeover
proposals. The MBI Rights, which can be redeemed by MBI's Board of
Directors in certain circumstances, expire by their terms on
June 3, 1998.

CLASSIFICATION OF BOARD OF DIRECTORS. The Board of
Directors of MBI is divided into three classes, and the directors
are elected by classes to three-year terms, so that one of the
three classes of the directors of MBI will be elected at each
annual meeting of the shareholders. While this provision promotes
stability and continuity of the Board of Directors, classification
of the Board of Directors may also have the effect of decreasing
the number of directors that could otherwise be elected at each
annual meeting of shareholders by a person who obtains a
controlling interest in the MBI Common Stock and thereby could
impede a change in control of MBI. Because fewer directors will be
elected at each annual meeting, such classification also will
reduce the effectiveness of cumulative voting as a means of
establishing or increasing minority representation on the Board of
Directors.

OTHER MATTERS. MBI's Restated Articles of Incorporation
and By-Laws also contain provisions which: (i) require the
affirmative vote of holders of at least 75% of the voting power of
all of the shares of outstanding capital stock of MBI entitled to
vote in the election of directors to remove a director or directors
without cause; (ii) require the affirmative vote of the holders of
at least 75% of the voting power of all shares of the outstanding
capital stock of MBI to approve certain "business combinations"
with "interested parties" unless at least two-thirds of the Board
of Directors first approves such business combinations; and
(iii) require an affirmative vote of at least 75% of the voting
power of all shares of the outstanding capital stock of MBI for the
amendment, alteration, change or repeal of any of the above
provisions unless at least two-thirds of the Board of Directors
first approves such an amendment, alteration, change or repeal.
Such provisions may be deemed to have an anti-takeover effect.

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RESTRICTIONS ON RESALE OF MBI STOCK BY AFFILIATES

Under Rule 145 of the Securities Act, certain persons who
receive MBI Common Stock pursuant to the Merger and who are deemed
to be "affiliates" of First Financial will be limited in their
right to resell the stock so received. The term "affiliate" is
defined to include any person who, directly or indirectly,
controls, or is controlled by, or is under common control with
First Financial at the time the Merger is submitted to a vote of
the shareholders of First Financial. Each affiliate of First
Financial (generally each director and executive officer of First
Financial and each shareholder who beneficially owns a substantial
number of outstanding shares of First Financial Common Stock) who
desires to resell the MBI Common Stock received in the Merger must
sell such stock either pursuant to an effective Registration
Statement or in accordance with an applicable exemption, such as
the applicable provisions of Rule 145(d) under the Securities Act.

Rule 145(d) provides that persons deemed to be affiliates
may resell their stock received in the Merger pursuant to certain
of the requirements of Rule 144 under the Securities Act if such
stock is sold within the first two years after the receipt thereof.
After two years, if such person is not an affiliate of MBI and if
MBI is current with respect to its required public filings, a
former affiliate of First Financial may freely resell the stock
received in the Merger without limitation. After three years from
the issuance of the stock, if such person is not an affiliate of
MBI at the time of sale and for at least three months prior to such
sale, such person may freely resell such stock, without limitation,
regardless of the status of MBI's required public filings. The
shares of MBI Common Stock to be received by affiliates of First
Financial in the Merger will be legended as to the restrictions
imposed upon resale of such stock.

COMPARISON OF THE RIGHTS OF SHAREHOLDERS OF MBI AND FIRST FINANCIAL

Each of MBI and First Financial is incorporated under the
laws of the State of Missouri. The rights of MBI's shareholders
are governed by MBI's Restated Articles of Incorporation and By-
Laws and the Missouri Act. The rights of First Financial
shareholders are governed by First Financial's Articles of
Incorporation and By-Laws and the Missouri Act. The rights of
First Financial shareholders who receive shares of MBI Common Stock
in the Merger will thereafter be governed by MBI's Restated
Articles of Incorporation and By-Laws and by the Missouri Act. The
material rights of such shareholders, and, where applicable, the
differences between the rights of MBI shareholders and First
Financial shareholders, are summarized below. The summary is
qualified in its entirety by reference to the Missouri Act, the
Restated Articles of Incorporation and By-Laws of MBI and the
Articles of Incorporation and By-Laws of First Financial.

PREFERRED SHARE PURCHASE RIGHTS PLAN. As described above
under "- Preferred Share Purchase Rights Plan," MBI Common Stock
has attached Rights, which may deter certain takeover proposals.
First Financial does not have a rights plan.

SUPERMAJORITY PROVISIONS. MBI's Restated Articles of
Incorporation and By-Laws contain provisions requiring a
supermajority vote of the shareholders of MBI to approve certain
proposals. Under both MBI's Restated Articles and By-Laws, removal
by the shareholders of the entire Board of Directors or any
individual director from office without cause requires the
affirmative vote of not less than 75% of the total votes entitled
to be voted at a meeting of shareholders called for the election of
directors. Amendment by the shareholders of MBI's Restated
Articles or By-Laws relating to (i) the number or qualification of
directors; (ii) the classification of the Board of Directors; (iii)
the filling of vacancies on the Board of Directors; or (iv) the
removal of directors, requires the affirmative vote of not less
than 75% of the total votes of MBI's then outstanding shares of
capital stock entitled to vote, voting together as a single class,
unless such amendment has previously been expressly approved by at
least two-thirds of the

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Board of Directors. The Restated Articles of MBI additionally provide
that, in addition to any shareholder vote required under the Missouri Act,
the affirmative vote of the holders of not less than 75% of the total
votes to which all of the then outstanding shares of capital stock of MBI
are entitled, voting together as a single class (the "Voting Stock"),
shall be required for the approval of any Business Combination. A
"Business Combination" is defined generally to include sales, exchanges,
leases, transfers or other dispositions of assets, mergers or
consolidations, issuances of securities, liquidations or dissolutions of
MBI, reclassifications of securities or recapitalizations of MBI,
involving MBI on the one hand, and an Interested Shareholder or an
affiliate of an Interested Shareholder (as defined in MBI's Restated
Articles) on the other hand. If, however, at least two-thirds of the
Board of Directors of MBI approve the Business Combination, such Business
Combination shall require only the vote of shareholders as provided by
Missouri law or otherwise. The amendment of the provisions of MBI's
Restated Articles relating to the approval of Business Combinations
requires the affirmative vote of the holders of at least 75% of the Voting
Stock unless such amendment has previously been approved by at
least two-thirds of the Board of Directors. To the extent that a
potential acquiror's strategy depends on the passage of proposals
which require a supermajority vote of MBI's shareholders, such
provisions requiring a supermajority vote may have the effect of
discouraging takeover attempts that do not have Board approval by
making passage of such proposals more difficult.

First Financial's Articles of Incorporation and By-Laws
also contain provisions requiring a supermajority vote of
shareholders to approve certain proposals. Under First Financial's
Articles of Incorporation, amendments to the Articles of
Incorporation with respect to indemnification require the
affirmative vote of at least 80% of the total shares entitled to
vote in the election of directors.

VOTING FOR DIRECTORS. MBI's By-Laws provide for
cumulative voting in the election of directors. Cumulative voting
entitles each shareholder to cast an aggregate number of votes
equal to the number of voting shares held, multiplied by the number
of directors to be elected. Each shareholder may cast all such
votes for one nominee or distribute them among two or more
nominees, thus permitting holders of less than a majority of the
outstanding shares of voting stock to achieve board representation.
First Financial's Articles of Incorporation and By-Laws do not
provide for cumulative voting. In contrast to cumulative voting,
under non-cumulative voting, the holders of a majority of
outstanding shares of voting stock may elect the entire Board of
Directors, thereby precluding the election of any directors by the
holders of less than a majority of the outstanding shares of voting
stock.

CLASSIFIED BOARD. As described under "- Classification
of Board of Directors," the Board of Directors of MBI is divided
into three classes of directors, with each class being elected to
a staggered three-year term. By reducing the number of directors
to be elected in any given year, the existence of a classified
Board diminishes the benefits of the cumulative voting rights to
minority shareholders. First Financial does not have a classified
Board of Directors.

ACTION BY SHAREHOLDERS OR SHAREHOLDERS WITHOUT A MEETING.
Under the Missouri Act, the written action of shareholders is
permitted unless the Articles of Incorporation or By-Laws of the
corporation provide otherwise. MBI's By-Laws provide that any
action required to be taken at a meeting of the shareholders, or
any action which may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all
of the shareholders. First Financial's By-Laws provide that any
action of the shareholders or Board of Directors may be taken upon
the written consent of all the shareholders entitled to vote
thereupon or all of the members of the Board of Directors, as the
case may be.

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ANTI-TAKEOVER STATUTES. The Missouri Act contains
certain provisions applicable to Missouri corporations such as MBI
which may be deemed to have an anti-takeover effect. Such
provisions include Missouri's business combination statute and the
control share acquisition statute.

The Missouri business combination statute protects
domestic corporations after hostile takeovers by prohibiting
certain transactions once an acquiror has gained control. The
statute restricts certain "Business Combinations" between a
corporation and an "Interested Shareholder" or affiliates of the
Interested Shareholder for a period of five years unless certain
conditions are met. A "Business Combination" includes a merger or
consolidation, certain sales, leases, exchanges, pledges and
similar dispositions of corporate assets or stock and certain
reclassifications and recapitalizations. An "Interested
Shareholder" includes any person or entity which beneficially owns
or controls 20% or more of the outstanding voting shares of the
corporation.

During the initial five-year restricted period, no
Business Combination may occur unless such Business Combination or
the transaction in which an Interested Shareholder becomes
"interested" is approved by the board of directors of the
corporation. Business Combinations may occur during such five-year
period if: (i) prior to the stock acquisition by the Interested
Shareholder, the board of directors approves the transaction in
which the Interested Shareholder became an Interested Shareholder
or approves the Business Combination in question; (ii) the holders
of a majority of the outstanding voting stock, other than stock
owned by the Interested Shareholder, approve the Business
Combination; or (iii) the Business Combination satisfies certain
detailed fairness and procedural requirements.

The Missouri Act exempts from its provisions:
(i) corporations not having a class of voting stock registered
under Section 12 of the Exchange Act; (ii) corporations which adopt
provisions in their articles of incorporation or bylaws expressly
electing not to be covered by the statute; and (iii) certain
circumstances in which a shareholder inadvertently becomes an
Interested Shareholder. MBI's Restated Articles of Incorporation
and By-Laws do not "opt out" of the Missouri business combination
statute. First Financial is not subject to the statute because it
does not have a class of stock registered under Section 12 of the
Exchange Act.

The Missouri Act also contains a "Control Share
Acquisition Statute" which provides that an "Acquiring Person" who
after any acquisition of shares of a publicly traded corporation
has the voting power, when added to all shares of the same
corporation previously owned or controlled by the Acquiring Person,
to exercise or direct the exercise of: (i) 20% but less than 33%,
(ii) 33% or more but less than a majority or (iii) a majority, of
the voting power of outstanding stock of such corporation, must
obtain shareholder approval for the purchase of the "Control
Shares." If approval is not given, the Acquiring Person's shares
lose the right to vote. The statute prohibits an Acquiring Person
from voting its shares unless certain disclosure requirements are
met and the retention or restoration of voting rights is approved
by both: (i) a majority of the outstanding voting stock, and (ii) a
majority of the outstanding voting stock after exclusion of
"Interested Shares." Interested Shares are defined as shares owned
by the Acquiring Person, by directors who are also employees, and
by officers of the corporation. Shareholders are given dissenters'
rights with respect to the vote on Control Share Acquisitions and
may demand payment of the fair value of their shares.

A number of acquisitions of shares are deemed not to
constitute Control Share Acquisitions, including good faith gifts,
transfers pursuant to wills, purchases pursuant to an issuance by
the corporation, mergers involving the corporation which satisfy
the other requirements of the Missouri Act, transactions with a
person who owned a majority of the voting power of the corporation
within the prior year, or purchases from a person who has
previously satisfied the provisions of the Control Share
Acquisition Statute so long as the transaction does not result in
the purchasing party having voting power

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after the purchase in a percentage range (such ranges are as set forth in
the immediately preceding paragraph) beyond the range for which the
selling party previously satisfied the provisions of the statute.
Additionally, a corporation may exempt itself from application of the
statute by inserting a provision in its articles of incorporation or
bylaws expressly electing not to be covered by the statute. Neither MBI's
Restated Articles of Incorporation and By-Laws nor First Financial's
Articles of Incorporation and By-Laws "opt out" of the Control Share
Acquisition Statute.

DISSENTERS' RIGHTS. Under Section 351.455 of the
Missouri Act, a shareholder of any corporation which is a party to
a merger or consolidation, or which sells all or substantially all
of its assets, has the right to dissent from such corporate action
and to demand payment of the value of such shares.

SHAREHOLDERS' RIGHT TO INSPECT. Under Section 351.215 of
the Missouri Act, each shareholder may at all proper times have
access to and examine the books of the company.

SIZE OF BOARD OF DIRECTORS. As permitted under the
Missouri Act, the number of directors on the Board of Directors of
MBI is set forth in MBI's By-Laws, which provide that the number of
directors may be fixed from time to time at not less than 12 nor
more than 24 by an amendment of the By-Laws or by a resolution of
the Board of Directors, in either case, adopted by the vote or
consent of at least two-thirds of the number of directors then
authorized under the By-Laws. The number of directors on the Board
of Directors of First Financial is set forth in First Financial's
By-Laws, which provide that the number of directors shall be ten
unless and until such number is changed by a resolution of the
Board of Directors.

SUPERVISION AND REGULATION
--------------------------

GENERAL

As a bank holding company, MBI is subject to regulation
under the BHCA and its examination and reporting requirements.
Under the BHCA, a bank holding company may not directly or
indirectly acquire the ownership or control of more than 5% of the
voting shares or substantially all of the assets of any company,
including a bank or savings and loan association, without the prior
approval of the Federal Reserve Board. In addition, bank holding
companies are generally prohibited under the BHCA from engaging in
nonbanking activities, subject to certain exceptions.

As a savings and loan holding company, MBI is also
subject to regulatory oversight by the Office of Thrift Supervision
(the "OTS"). As such, MBI is required to register and file reports
with the OTS and is subject to regulation by the OTS. In addition,
the OTS has enforcement authority over MBI which permits the OTS to
restrict or prohibit activities that are determined to be a serious
risk to its subsidiary savings association.

MBI and its subsidiaries are subject to supervision and
examination by applicable federal and state banking agencies. The
earnings of MBI's subsidiaries, and therefore the earnings of MBI,
are affected by general economic conditions, management policies
and the legislative and governmental actions of various regulatory
authorities, including the Federal Reserve Board, the OTS, the
FDIC, the Office of the Comptroller of the Currency (the
"Comptroller") and various state financial institution regulatory
agencies. In addition, there are numerous governmental
requirements and regulations that affect the activities of MBI and
its subsidiaries.

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CERTAIN TRANSACTIONS WITH AFFILIATES

There are various legal restrictions on the extent to
which a bank holding company and certain of its nonbank
subsidiaries can borrow or otherwise obtain credit from its bank
subsidiaries. In general, these restrictions require that any such
extensions of credit must be on non-preferential terms and secured
by designated amounts of specified collateral and be limited, as to
any one of the holding company or such nonbank subsidiaries, to 10%
of the lending bank's capital stock and surplus, and as to the
holding company and all such nonbank subsidiaries in the aggregate,
to 20% of such capital stock and surplus.

PAYMENT OF DIVIDENDS

MBI is a legal entity separate and distinct from its
wholly owned financial institutions and other subsidiaries. The
principal source of MBI's revenues is dividends from its financial
institution subsidiaries. Various federal and state statutory
provisions limit the amount of dividends the affiliate financial
institutions can pay to MBI without regulatory approval. The
approval of the appropriate federal or state bank regulatory
agencies is required for any dividend if the total of all dividends
declared by the bank in any calendar year would exceed the total of
the institutions net profits, as defined by regulatory agencies,
for such year combined with its retained net profits for the
preceding two years. In addition, a national bank or a state
member bank may not pay a dividend in an amount greater than its
net profits then on hand. The payment of dividends by any
financial institution subsidiary may also be affected by other
factors, such as the maintenance of adequate capital.

CAPITAL ADEQUACY

The Federal Reserve Board has issued standards for
measuring capital adequacy for bank holding companies. These
standards are designed to provide risk-responsive capital
guidelines and to incorporate a consistent framework for use by
financial institutions operating in major international financial
markets. The banking regulators have issued standards for banks
that are similar to, but not identical with, the standards for bank
holding companies.

In general, the risk-related standards require financial
institutions and financial institution holding companies to
maintain capital levels based on "risk adjusted" assets, so that
categories of assets with potentially higher credit risk will
require more capital backing than categories with lower credit
risk. In addition, financial institutions and financial
institution holding companies are required to maintain capital to
support off-balance sheet activities such as loan commitments.

FDIC INSURANCE ASSESSMENTS

The subsidiary depository institutions of MBI are subject
to FDIC deposit insurance assessments. The FDIC has adopted a
risk-based premium schedule. Each financial institution is assigned
to one of three capital groups--well capitalized, adequately
capitalized or undercapitalized--and further assigned to one of
three subgroups within a capital group, on the basis of supervisory
evaluations by the institution's primary federal and, if
applicable, state supervisors, and on the basis of other
information relevant to the institution's financial condition and
the risk posed to the applicable insurance fund. The actual
assessment rate applicable to a particular institution will,
therefore, depend in part upon the risk assessment classification
so assigned to the institution by the FDIC. See "- FIRREA and
FDICIA."

The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA"), adopted in August 1989 to
provide for the resolution of insolvent savings associations,
required the FDIC

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to establish separate deposit insurance funds -- the Bank Insurance Fund
("BIF") for banks and the Savings Association Insurance Fund ("SAIF") for
savings associations. FIRREA also required the FDIC to set deposit
insurance assessments at such levels as would cause BIF and SAIF to reach
their "designated reserve ratios" of 1.25 percent of the deposits insured
by them within a reasonable period of time. Due to low costs of
resolving bank insolvencies in the last few years, BIF reached its
designated reserve ratio in May 1995. As a result, effective
January 1, 1996, the FDIC eliminated deposit insurance assessments
(except for the minimum $2,000 payment required by law) for banks
that are well capitalized and well managed and reduced the deposit
insurance assessments for all other banks.

The balance in SAIF is not expected to reach the
designated reserve ratio until about the year 2002, as FIRREA
provides that a significant portion of the costs of resolving past
insolvencies of savings associations must be paid from this source.
Currently, SAIF-member institutions pay deposit insurance premiums
based on a schedule of from $.23 to $.31 per $100.00 of deposits.
Accordingly, it is likely that the SAIF rates will be substantially
higher than the BIF rates in the future. MBI, which has acquired
substantial amounts of SAIF-insured deposits during the years from
1989 to the present, is required to pay SAIF deposit insurance
premiums on these SAIF-insured deposits. Bills have been proposed
by the U. S. Congress to recapitalize the SAIF through a one-time
special assessment of approximately 85 basis points on the amount
of deposits held by the institution. If such special assessment
occurs, it is expected that the deposit premiums paid by SAIF-
member institutions would be reduced to approximately $.04 for
every $100.00 of deposits and would have the effect of immediately
reducing the capital of SAIF-member institutions by the amount of
the fee. MBI cannot predict whether the special assessment
proposal will be enacted, or, if enacted, the amount of any one-
time fee, or whether ongoing SAIF premiums will be reduced to a
level equal to that of BIF premiums. If the one-time assessment is
not enacted, it is presently expected that the SAIF deposit
premiums will continue at their present rate.

PROPOSALS TO OVERHAUL THE SAVINGS ASSOCIATION INDUSTRY

Proposals recently have been introduced in the U.S.
Congress that, if adopted, would overhaul the savings association
industry. The most significant of these proposals would
recapitalize the SAIF through a one-time special assessment (see "-
FDIC Insurance Assessments"), spread the Financing Corp., or FICO,
Bond obligation across the BIF and SAIF, merge the Comptroller and
the OTS, abolish the federal savings association charter, require
federal thrifts to convert to commercial banks and merge the SAIF
and the BIF. MBI cannot predict whether these or any other
legislative proposals will be enacted, or, if enacted, the final
form of the law.

SUPPORT OF SUBSIDIARY BANKS

Under Federal Reserve Board policy, MBI is expected to
act as a source of financial strength to each subsidiary bank and
to commit resources to support each of the subsidiaries in
circumstances where it might not choose to do so absent such a
policy. This support may be required at times when MBI may not
find itself able to provide it. In addition, any capital loans by
MBI to any of its subsidiaries would also be subordinate in right
of payment to deposits and certain other indebtedness of such
subsidiary.

Consistent with this policy regarding bank holding
companies serving as a source of financial strength for their
subsidiary banks, the Federal Reserve Board has stated that, as a
matter of prudent banking, a bank holding company generally should
not maintain a rate of cash dividends unless its net income
available to common shareholders has been sufficient to fully fund
the dividends and the prospective rate of earnings retention
appears consistent with the bank holding company's capital needs,
asset quality and overall financial condition.

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FIRREA AND FDICIA

FIRREA contains a cross-guarantee provision which could
result in insured depository institutions owned by MBI being
assessed for losses incurred by the FDIC in connection with
assistance provided to, or the failure of, any other insured
depository institution owned by MBI. Under FIRREA, failure to meet
the capital guidelines could subject a banking institution to a
variety of enforcement remedies available to federal regulatory
authorities, including the termination of deposit insurance by the
FDIC.

The Federal Deposit Insurance Corporation Improvement Act
of 1991 ("FDICIA") made extensive changes to the federal banking
laws. FDICIA instituted certain changes to the supervisory
process, including provisions that mandate certain regulatory
agency actions against undercapitalized institutions within
specified time limits. FDICIA contains various other provisions
that may affect the operations of banks and savings institutions.

The prompt corrective action provision of FDICIA requires
the federal banking regulators to assign each insured institution
to one of five capital categories ("well capitalized," "adequately
capitalized" or one of three "undercapitalized" categories) and to
take progressively more restrictive actions based on the capital
categorization, as specified below. Under FDICIA, capital
requirements would include a leverage limit, a risk-based capital
requirement and any other measure of capital deemed appropriate by
the federal banking regulators for measuring the capital adequacy
of an insured depository institution. All institutions, regardless
of their capital levels, are restricted from making any capital
distribution or paying any management fees that would cause the
institution to fail to satisfy the minimum levels for any relevant
capital measure.

The FDIC and the Federal Reserve Board adopted capital-
related regulations under FDICIA. Under those regulations, a bank
will be well capitalized if it: (i) had a risk-based capital ratio
of 10% or greater; (ii) had a ratio of Tier 1 capital to risk-
adjusted assets of 6% or greater; (iii) had a ratio of Tier 1
capital to adjusted total assets of 5% or greater; and (iv) was not
subject to an order, written agreement, capital directive, or
prompt corrective action directive to meet and maintain a specific
capital level for any capital measure. An association will be
adequately capitalized if it was not "well capitalized" and:
(i) had a risk-based capital ratio of 8% or greater; (ii) had a
ratio of Tier 1 capital to risk-adjusted assets of 4% or greater;
and (iii) had a ratio of Tier 1 capital to adjusted total assets of
4% or greater (except that certain associations rated "Composite 1"
under the federal banking agencies' CAMEL rating system may be
adequately capitalized if their ratios of core capital to adjusted
total assets were 3% or greater).

FDICIA also makes extensive changes in existing rules
regarding audits, examinations and accounting. It generally
requires annual on-site, full scope examinations by each bank's
primary federal regulator. It also imposes new responsibilities on
management, the independent audit committee and outside accountants
to develop or approve reports regarding the effectiveness of
internal controls, legal compliance and off-balance sheet
liabilities and assets.

DEPOSITOR PREFERENCE STATUTE

Legislation enacted in August 1993 provides a preference
for deposits and certain claims for administrative expenses and
employee compensation against an insured depository institution, in
the liquidation or other resolution of such an institution by any
receiver. Such obligations would be afforded priority over other
general unsecured claims against such an institution, including
federal funds and letters of credit, as well as any obligation to
shareholders of such an institution in their capacity as such.

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THE INTERSTATE BANKING AND COMMUNITY DEVELOPMENT LEGISLATION

In September 1994, legislation was enacted that is
expected to have a significant effect in restructuring the banking
industry in the United States. The Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994 (Riegle-Neal) facilitates
the interstate expansion and consolidation of banking organizations
by permitting (i) bank holding companies that are adequately
capitalized and managed, one year after enactment of the
legislation, to acquire banks located in states outside their home
states regardless of whether such acquisitions are authorized under
the law of the host state, (ii) the interstate merger of banks
after June 1, 1997, subject to the right of individual states to
"opt in" or to "opt out" of this authority before that date, (iii)
banks to establish new branches on an interstate basis provided
that such action is specifically authorized by the law of the host
state, (iv) foreign banks to establish, with approval of the
regulators in the United States, branches outside their home states
to the same extent that national or state banks located in the home
state would be authorized to do so, and (v) banks to receive
deposits, renew time deposits, close loans, service loans and
receive payments on loans and other obligations as agent for any
bank or thrift affiliate, whether the affiliate is located in the
same state or a different state. One effect of Riegle-Neal is to
permit MBI to acquire banks located in any state and to permit bank
holding companies located in any state to acquire banks and bank
holding companies in Missouri. Overall, Riegle-Neal is likely to
have the effects of increasing competition and promoting geographic
diversification in the banking industry.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
-----------------------------------------

KPMG Peat Marwick LLP served as MBI's independent
accountants for the year ended December 31, 1995 and continues to
serve in such capacity. Services provided in connection with the
audit function included examination of the annual consolidated
financial statements, review and consultation regarding filings
with the Commission and other regulatory authorities and
consultation on financial accounting and reporting matters.

Williams-Keepers, LLP served as First Financial's
independent accountants for the year ended December 31, 1995 and
continues to serve in such capacity. Services provided in
connection with the audit function included examination of the
annual consolidated financial statements, review and consultation
regarding filings with regulatory authorities and consultation on
financial accounting and reporting matters. Williams-Keepers, LLP
intends to have a representative present at the Special Meeting to
answer relevant questions regarding the Merger.

LEGAL MATTERS
-------------

Certain legal matters will be passed upon for MBI by
Thompson Coburn, St. Louis, Missouri and for First Financial by
Lewis, Rice & Fingersh L.C., St. Louis, Missouri.

EXPERTS
-------

The consolidated financial statements of Mercantile
Bancorporation Inc. as of December 31, 1995, 1994 and 1993, and for
each of the years in the three-year period ended December 31, 1995,
incorporated by reference in MBI's Annual Report on Form 10-K, and
the supplemental consolidated financial statements of Mercantile
Bancorporation Inc. as of December 31, 1995, 1994 and 1993, and for
each of the years in the three-year period ended December 31, 1995,
contained in MBI's Current Report on Form 8-K dated March 11, 1996,
have been incorporated by reference herein in reliance upon the
reports of KPMG Peat Marwick LLP, independent

- 82 -
<PAGE> 89

certified public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of First Financial
Corporation of America as of December 31, 1995, 1994 and 1993 and
for each of the years in the three-year period ended December 31,
1995 have been included herein in reliance upon the report of
Williams-Keepers, LLP, independent certified public accountants,
whose report is included herein, and upon the authority of such
firm as experts in accounting and auditing.

OTHER MATTERS
-------------

The Board of Directors of First Financial, at the date
hereof, is not aware of any business to be presented at the Special
Meeting other than that referred to in the Notice of Special
Meeting and discussed herein. If any other matter should properly
come before the Special Meeting, the persons named as proxies will
have discretionary authority to vote the shares represented by
proxies in accordance with their discretion and judgment as to the
best interests of First Financial.

SHAREHOLDER PROPOSALS
---------------------

If the Merger is approved, the other conditions to the
Merger are satisfied and the Merger is consummated, shareholders of
First Financial will become shareholders of MBI at the Effective
Time. MBI shareholders may submit to MBI proposals for formal
consideration at the 1997 annual meeting of MBI's shareholders and
inclusion in MBI's proxy statement for such meeting. All such
proposals to be considered for inclusion in MBI's Proxy Statement
and proxy for the 1997 annual meeting 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.

- 83 -
<PAGE> 90

CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------

INDEX
-----

Page
----

INDEPENDENT ACCOUNTANTS' REPORT . . . . . . . . . . . . . . . F-1

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1995
AND 1994 AND JUNE 30, 1996 (UNAUDITED) AND
1995 (UNAUDITED) . . . . . . . . . . . . . . . . . . F-2

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS
ENDED DECEMBER 31, 1995, 1994, AND 1993
AND FOR THE SIX MONTHS ENDED JUNE 30,
1996 (UNAUDITED) AND 1995 (UNAUDITED) . . . . . . . F-3

CONSOLIDATED STATEMENTS OF CHANGES IN STOCK-
HOLDERS' EQUITY FOR THE YEARS ENDED
DECEMBER 31, 1995, 1994, AND 1993 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED) AND 1995 (UNAUDITED) . . . . . . . . . . F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
YEARS ENDED DECEMBER 31, 1995 AND 1994
AND FOR THE SIX MONTHS ENDED JUNE 30,
1996 (UNAUDITED) AND 1995 (UNAUDITED) . . . . . . . F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . F-6 to F-14

- 84 -
<PAGE> 91

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors of
First Financial Corporation of America and Subsidiary
Salem, Missouri

We have audited the accompanying consolidated balance sheets of First
Financial Corporation of America and Subsidiary as of December 31, 1995 and
1994, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three year
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of First
Financial Corporation of America and Subsidiary as of December 31, 1995 and
1994, and the results of their operations and cash flows for each of the
years in the three year period ended December 31, 1995 in conformity with
generally accepted accounting principles.

As discussed in the Notes to the Financial Statements, the Company changed
its method of accounting for income taxes in 1993, investments in 1994, and
impaired loans in 1995.

/s/ Williams-Keepers, LLP

March 15, 1996

F-1
<PAGE> 92

<TABLE>
FIRST FINANCIAL CORPORATION OF AMERICA AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
AND JUNE 30, 1996 AND 1995 (UNAUDITED)

<CAPTION>
December 31, June 30,
-------------------------- --------------------------
1995 1994 1996 1995
----------- ----------- ----------- -----------
(unaudited)
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 2,113,431 $ 2,537,088 $ 3,845,321 $ 2,594,334
Federal funds sold 2,375,000 1,300,000 150,000 700,000
Securities available-for-sale 27,105,167 30,182,868 33,100,849 29,868,358
Loans, net 46,726,096 40,801,435 46,860,757 43,892,654
Property and equipment, net 1,911,556 2,143,700 1,808,916 2,059,097
Other investments 434,727 395,489 449,525 410,517
Accrued interest receivable 783,567 746,659 870,247 782,431
Deferred income taxes 142,788 825,000 363,871 264,120
Other assets 79,269 64,470 58,388 206,616
----------- ----------- ----------- -----------
Total assets $81,671,601 $78,996,709 $87,507,874 $80,778,127
=========== =========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand, non-interest bearing $ 7,295,330 $ 8,752,973 $ 7,494,303 $ 7,804,184
Demand and savings, interest bearing 25,601,342 24,069,529 27,280,361 24,716,408
Time deposits, $100,000 and over 3,747,518 3,288,829 6,628,738 3,475,556
Other time deposits 33,708,204 32,148,216 34,301,907 33,477,478
----------- ----------- ----------- -----------
Total deposits 70,352,394 68,259,547 75,705,309 69,473,626

Repurchase agreements 276,057 976,057 720,399 482,309
Accrued interest payable 353,118 281,702 349,143 335,518
Accrued income taxes (receivable) payable (57,096) 60,711 68,822 (62,002)
Other liabilities 248,295 280,376 220,849 149,038
----------- ----------- ----------- -----------
Total liabilities 71,172,768 69,858,393 77,064,522 70,378,489
----------- ----------- ----------- -----------
Stockholders' equity
Common stock, $.10 par value; authorized 80,000
shares: issued and outstanding 76,927 shares 7,693 7,693 7,693 7,693
Additional paid-in capital 771,077 771,077 771,077 771,077
Retained earnings 9,806,446 9,654,539 10,140,312 9,827,094
Unrealized (loss) on securities available-for-sale,
net of applicable deferred income taxes (86,383) (1,294,993) (475,730) (206,226)
----------- ----------- ----------- -----------
Total stockholders' equity 10,498,833 9,138,316 10,443,352 10,399,638
----------- ----------- ----------- -----------
Total liabilities and stockholders' equity $81,671,601 $78,996,709 $87,507,874 $80,778,127
=========== =========== =========== ===========

The notes to consolidated financial statements are an integral part of these statements.

</TABLE>

F-2
<PAGE> 93

<TABLE>
FIRST FINANCIAL CORPORATION OF AMERICA AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1995, 1994, and 1993
and Six Months Ended June 30, 1996 and 1995 (unaudited)

<CAPTION>
December 31, June 30,
---------------------------------- -----------------------
1995 1994 1993 1996 1995
---------- ---------- ---------- ---------- ----------
(unaudited)
<S> <C> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $4,153,658 $3,237,682 $3,192,220 $2,263,638 $1,969,370
Interest on investment securities
U.S. Treasury securities 373,071 511,725 670,243 211,005 211,183
U.S. government agencies 1,248,386 1,212,714 1,090,215 599,326 600,405
Obligations of state and political
subdivisions 180,463 238,460 239,089 74,019 99,957
Other securities 46,019 40,649 122,410 14,725 20,024
Interest on federal funds sold and repurchase
agreements 102,263 61,149 64,039 65,503 54,918
---------- ---------- ---------- ---------- ----------
Total interest income 6,103,860 5,302,379 5,378,216 3,228,216 2,955,857

INTEREST EXPENSE
Interest on deposits 2,692,993 1,963,214 1,958,557 1,429,111 1,294,462
---------- ---------- ---------- ---------- ----------
Net interest income 3,410,867 3,339,165 3,419,659 1,799,105 1,661,395

Provision for loan losses - - 60,000 12,000 -
---------- ---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 3,410,867 3,339,165 3,359,659 1,787,105 1,661,395
---------- ---------- ---------- ---------- ----------

OTHER INCOME
Service fees 264,210 293,949 293,754 144,424 137,983
Gain (loss) on security sales (36,893) 91,554 - - (68,939)
Rent 14,163 12,755 14,155 3,150 7,000
Income of unconsolidated subsidiary 48,842 57,193 - 19,600 17,429
Insurance commissions 176,357 190,730 172,577 - 91,897
Other 244,489 46,274 49,684 48,184 38,442
---------- ---------- ---------- ---------- ----------
Total other income 711,168 692,455 530,170 215,358 223,812
---------- ---------- ---------- ---------- ----------

OTHER EXPENSE
Salaries 1,301,318 1,200,376 1,210,174 623,606 610,987
Employee benefits and payroll costs 267,653 297,969 278,140 142,435 132,771
Occupancy expenses 191,300 166,187 141,848 84,178 96,362
Other operating expenses 934,101 900,558 834,851 348,143 519,077
---------- ---------- ---------- ---------- ----------
Total other expense 2,694,372 2,565,090 2,465,013 1,198,362 1,359,197
---------- ---------- ---------- ---------- ----------
Income before income taxes and
cumulative effect of accounting change 1,427,663 1,466,530 1,424,816 804,101 526,010

Provision for income taxes 429,561 405,678 443,957 277,917 161,137
---------- ---------- ---------- ---------- ----------
Income before cumulative effect of
accounting change. 998,102 1,060,852 980,859 526,184 364,873
Cumulative effect of accounting change - - 135,882 - -
---------- ---------- ---------- ---------- ----------
Net income $ 998,102 $1,060,852 $1,116,741 $ 526,184 $ 364,873
========== ========== ========== ========== ==========

The notes to consolidated financial statements are an integral part of these statements.
</TABLE>

F-3
<PAGE> 94

<TABLE>
FIRST FINANCIAL CORPORATION OF AMERICA AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended December 31, 1995, 1994, and 1993
and Six Months Ended June 30, 1996 and 1995 (unaudited)

<CAPTION>
Unrealized
(Loss) on
Securities
Common Additional Retained Available for
Shares Par Value Paid-in Capital Earnings Sale Total
-------- ----------- --------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1992 76,827 $ 7,683 $ 760,587 $ 9,167,990 $ - $ 9,936,260

Dividends paid - - - (845,097) - (845,097)

Net income - - - 1,116,741 - 1,116,741
------ ------- --------- ----------- ----------- -----------
Balance, December 31, 1993 76,827 7,683 760,587 9,439,634 - 10,207,904

Dividends paid - - - (845,947) - (845,947)

Net income - - - 1,060,852 - 1,060,852

Treasury stock sold 100 10 10,490 - - 10,500

Change in unrealized (losses) on
securities available-for-sale, net of
applicable deferred income taxes - - - - (1,294,993) (1,294,993)
------ ------- --------- ----------- ----------- -----------
Balance, December 31, 1994 76,927 7,693 771,077 9,654,539 (1,294,993) 9,138,316

Dividends paid - - - (846,195) - (846,195)

Net income - - - 998,102 - 998,102

Change in unrealized (losses) on
securities available-for-sale, net of
applicable deferred income taxes - - - - 1,208,610 1,208,610
------ ------- --------- ----------- ----------- -----------
Balance, December 31, 1995 76,927 $ 7,693 $ 771,077 $ 9,806,446 $ (86,383) $10,498,833
====== ======= ========= =========== =========== ===========

Balance, December 31, 1994 76,927 $ 7,693 $ 771,077 $ 9,654,539 $(1,294,993) $ 9,138,316

Dividends paid - - - (192,318) - (192,318)

Net income - - - 364,873 - 364,873

Change in unrealized (losses) on
securities available-for-sale, net of
applicable deferred income taxes - - - - 1,088,767 1,088,767
------ ------- --------- ----------- ----------- -----------
Balance, June 30, 1995 (unaudited) 76,927 $ 7,693 $ 771,077 $ 9,827,094 $ (206,226) $10,399,638
====== ======= ========= =========== =========== ===========

Balance, December 31, 1995 76,927 $ 7,693 $ 771,077 $ 9,806,446 $ (86,383) $10,498,833

Dividends paid - - - (192,318) - (192,318)

Net income - - - 526,184 - 526,184

Change in unrealized (losses) on
securities available-for-sale, net of
applicable deferred income taxes - - - - (389,347) (389,347)
------ ------- --------- ----------- ----------- -----------
Balance, June 30, 1996 (unaudited) 76,927 $ 7,693 $ 771,077 $10,140,312 $ (475,730) $10,443,352
====== ======= ========= =========== =========== ===========

The notes to consolidated financial statements are an integral part of these statements.
</TABLE>

F-4
<PAGE> 95

<TABLE>
FIRST FINANCIAL CORPORATION OF AMERICA AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1995, 1994, and 1993
and Six Months Ended June 30, 1996 and 1995 (unaudited)

<CAPTION>
December 31, June 30,
---------------------------------------- --------------------------
1995 1994 1993 1996 1995
------------ ------------ ------------ ------------ ------------
(unaudited)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 998,102 $ 1,060,852 $ 1,116,741 $ 526,184 $ 364,873
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 285,938 174,407 178,694 111,020 141,115
Investment security amortization 58,238 136,755 147,487 6,801 29,119
Loss (gain) on sale of securities 36,893 (91,554) - - 68,939
Provision for loan losses - - 60,000 12,000 -
Adjustments for (increases) decreases in
operating assets and increases (decreases) in
operating liabilities:
Accrued interest receivable (36,908) (4,403) 3,883 (86,680) (35,772)
Deferred income taxes receivable (excluding
deferred taxes on investment securities
available for sale) 59,595 (24,109) (133,773) (55,187) -
Other investments and assets (54,037) (47,575) 7,569 477 (69,456)
Accrued interest payable 71,416 66,351 (47,462) (3,975) 53,816
Accrued income taxes (117,807) 21,520 (123,085) 160,594 (122,712)
Other liabilities (32,081) (34,720) 8,724 (27,446) (131,338)
------------ ------------ ------------ ------------ ------------
Net cash provided by operating activities 1,269,349 1,257,524 1,218,778 643,788 298,584
------------ ------------ ------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of investment securities:
Available-for-sale (held-for-sale in 1993) (8,536,364) (8,619,238) (19,436,608) (10,240,144) (3,482,460)
Maturity of investment securities:
Available-for-sale (held-for-sale in 1993) 6,829,568 9,892,082 16,519,439 3,647,742 2,812,072
Sales of investment securities:
Available-for-sale 6,520,590 4,402,970 - - 2,536,486
Loans (originated), net (5,924,658) (5,412,128) (2,066,972) (146,661) (3,091,219)
Other real estate sold (acquired) - - 4,375 5,606 (87,718)
Net (purchase) of property and equipment (53,794) (811,844) (163,334) (8,380) (56,512)
------------ ------------ ------------ ------------ ------------
Net cash (used) by investing activities (1,164,658) (548,158) (5,143,100) (6,741,837) (1,369,351)
------------ ------------ ------------ ------------ ------------
FINANCING ACTIVITIES
Net increase in deposits and repurchase
agreements 1,392,847 1,283,109 1,939,235 5,797,257 720,331
Treasury stock sold - 10,500 - -
Dividends paid (846,195) (845,947) (845,097) (192,318) (192,318)
------------ ------------ ------------ ------------ ------------
Net cash provided by financing
activities 546,652 447,662 1,094,138 5,604,939 528,013
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents 651,343 1,157,028 (2,830,184) (493,110) (542,754)
Cash and cash equivalents, beginning of period 3,837,088 2,680,060 5,510,244 4,488,431 3,837,088
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents, end of period $ 4,488,431 $ 3,837,088 $ 2,680,060 $ 3,995,321 $ 3,294,334
============ ============ ============ ============ ============
SUPPLEMENTAL DISCLOSURES
Interest paid $ 2,621,577 $ 1,840,588 $ 1,935,418 $ 1,433,086 $ 1,240,646
============ ============ ============ ============ ============
Taxes paid $ 487,773 $ 409,629 $ 564,933 $ 172,510 $ 283,849
============ ============ ============ ============ ============

The notes to consolidated financial statements are an integral part of these statements.
</TABLE>

F-5
<PAGE> 96

FIRST FINANCIAL CORPORATION OF AMERICA AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations: First Financial Corporation of America is the parent
holding company of First National Bank, located in Salem, Missouri. First
National Bank offers a variety of financial related products including
commercial, consumer, and real estate lending. The Bank's primary funding is
through demand, interest bearing demand and savings, and time deposit
products.

Principles of consolidation: The consolidated financial statements include
the accounts of First Financial Corporation of America and its wholly owned
subsidiary, First National Bank, and the Bank's wholly owned subsidiaries,
Central Ozark Insurance Agency, Inc., and Financial Ideas, Inc., after
elimination of all significant inter-company accounts and transactions.

Cash and cash equivalents: Cash and cash equivalents, for the statement of
cash flows, are composed of cash, due from banks and federal funds sold.

Investment securities: On January 1, 1994, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 115, Accounting for Certain
Investments in Debt and Equity Securities. Investments in debt and equity
securities are accounted for as follows:

- - Investment securities that management has the ability and intent to hold
to maturity are classified as held-to-maturity and carried at cost,
adjusted for amortization of premium and accretion of discounts using
the interest method. Other investment securities are classified as
available-for-sale and are carried at fair value. Unrealized gains and
losses on securities available-for-sale are recognized as direct
increases or decreases in stockholders' equity, net of deferred income
taxes. The cost of securities sold is recognized using the specific
identification method. At December 31, 1995 and 1994, all securities
are classified as available-for-sale.

- - Fair value represents the estimated market value of the underlying
securities and is generally obtained from the Bank's bond accounting
service. The Bank uses the market values reported by the bond
accounting service to adjust the carrying value of securities
available-for-sale and to disclose the fair value of securities
held-to-maturity.

Prior to the adoption of SFAS No. 115, the Company's accounting policy
regarding investment securities was as follows:

- - Investment securities are stated at cost adjusted for amortization of
premiums and accretion of discounts, which are recognized as
adjustments to interest income. Gains or losses on disposition are
based on the net proceeds and the adjusted carrying amount of the
securities sold, using the specific identification method.

Loans and allowance for loan losses: Loans are stated at the amount of
unpaid principal, adjusted by unearned discounts and an allowance for loan
losses. Interest on loans is calculated by using the simple interest method
on daily balances of the principal amount outstanding. The allowance for
loan losses is established through a provision for loan losses charged to
expense. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely.
The allowance is an amount that management believes will be adequate to
absorb possible losses on existing loans that may become uncollectible, based
on evaluation of the collectibility of loans and prior loan loss experience.
The accrual of interest on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as they
become due. When interest accrual is discontinued, all unpaid accrued
interest is reversed. Interest income is subsequently recognized only to the
extent cash payments are received, and the Bank is adequately collateralized.

On January 1, 1995, the Bank adopted SFAS 114, Accounting by Creditors for
Impairment of a Loan, and SFAS 118, Accounting by Creditors for Impairment of
a Loan - Income Recognition and Disclosures (an

F-6
<PAGE> 97

amendment of SFAS 114). These pronouncements require that the net present value
of future estimated cash flows relating to the impaired loans be computed. If
the net present value is less than the recorded value of the loans (computed on
loan by loan basis) on the Bank's records, a valuation allowance needs to be
provided for the difference. The adoption of these statements did not have a
material effect on the Company's financial condition or operating results for
1995.

Depreciation: Property and equipment are stated at cost less accumulated
depreciation. Depreciation is provided using both accelerated and straight
line methods for both book and tax purposes over the estimated useful lives
of the depreciable assets.

Income taxes: The Company files a consolidated income tax return with its
subsidiary Bank, and the Bank's subsidiaries. Deferred income taxes are
reported for temporary differences between items of income or expense
reported in the financial statements and those reported for income tax
purposes, in accordance with Statement of Financial Accounting Standards
(SFAS) No. 109.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and the reported amounts of revenues and expenses during the
period. Actual results could differ from those estimates.

Significant estimates that are particularly susceptible to changes relate to
the determination of the allowance for losses on loans. While management
uses available and appropriate information to recognize the allowance for
losses on loans, future changes to the allowance may be necessary based on
changes in local or national economic conditions, regulatory agency
examination process, and other factors.

2. INVESTMENT SECURITIES

The amortized cost and estimated fair values of investment securities at
December 31, 1995 and 1994, are as follows:

<TABLE>
<CAPTION> Gross Gross
1995 Amortized Unrealized Unrealized Fair
Cost Gain Losses Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Available-for-Sale
U.S. government and federal agencies $ 8,870,598 $ 15,012 $ 20,773 $ 8,864,837
Corporate securities 347,987 167 973 347,181
State and local governments 3,042,857 62,817 1,194 3,104,480
----------- --------- -------- -----------
12,261,442 77,996 22,940 12,316,498
Mortgage-backed securities 14,659,909 36,565 222,505 14,473,969
Stock in Federal Reserve Bank 48,000 - - 48,000
Stock in Federal Home Loan Bank (FHLB) 266,700 - - 266,700
----------- --------- -------- -----------
$27,236,051 $ 114,561 $245,445 $27,105,167
=========== ========= ======== ===========
<CAPTION>
<S> <C>
Unrealized Gains (Losses) on Securities Available-for-Sale
Gross unrealized gains $ 114,561
Gross unrealized (losses) (245,445)
---------
Net unrealized (losses) (130,884)
Deferred tax asset 44,501
---------
Net unrealized (losses) after taxes $ (86,383)
=========
</TABLE>

F-7
<PAGE> 98

<TABLE>
<CAPTION> Gross Gross
1994 Amortized Unrealized Unrealized Fair
Cost Gain Losses Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Available-for-sale
U.S. government and federal agencies $11,349,132 $ 3,012 $ 472,184 $10,879,960
Corporate securities 365,111 139 11,975 353,275
State and local governments 3,940,733 26,930 110,846 3,856,817
----------- ------- ---------- -----------
15,654,976 30,081 595,005 15,090,052
Mortgage-backed securities 16,175,303 12,114 1,409,301 14,778,116
Stock in Federal Reserve Bank 48,000 - - 48,000
Stock in Federal Home Loan Bank 266,700 - - 266,700
----------- ------- ---------- -----------
$32,144,979 $42,195 $2,004,306 $30,182,868
=========== ======= ========== ===========

<CAPTION>
<S> <C>
Unrealized Gains (Losses) on Securities Available-for-Sale
Gross unrealized gains $ 42,195
Gross unrealized (losses) (2,004,306)
-----------
Net unrealized (losses) (1,962,111)
Deferred tax asset 667,118
-----------
Net unrealized (losses) after taxes $(1,294,993)
===========
</TABLE>

The amortized cost and estimated fair value of investment securities
available-for-sale at December 31, 1995, by contractual maturity are shown
below. Expected maturities will differ from contractual maturities because
securities may have the right to call or prepay with or without call or
prepayment penalties.

<TABLE>
<CAPTION>
Amortized Fair
Amounts maturing in: Cost Value
----------- -----------
<S> <C> <C>
One year or less $ 1,412,385 $ 1,416,186
After one through five years 7,637,256 7,654,843
After five through ten years 2,248,117 2,275,875
After ten years 963,684 969,594
----------- -----------
12,261,442 12,316,498
Mortgage-backed securities 14,659,909 14,473,969
Stock in Federal Reserve Bank 48,000 48,000
Stock in Federal Home Loan Bank 266,700 266,700
----------- -----------
$27,236,051 $27,105,167
=========== ===========
</TABLE>

Gross gains and (losses) on sales of investment securities were as follows for
the year ended December 31:

<TABLE>
<CAPTION>
1995 1994 1993
Gains (Losses) Gains (Losses) Gains (Losses)
------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
U.S. government and federal
agencies $44,771 $(83,664) $ 4,053 $(9,699) $ - $ -
Corporate securities - - 93,500 - - -
State and local governments 2,000 - 3,700 - - -
------- -------- -------- ------- ------- --------
$46,771 $(83,664) $101,253 $(9,699) $ - $ -
======= ======== ======== ======= ======= ========
Net gain (loss) $(36,893) $91,554 $ -
======== ======= ========
</TABLE>

Investment securities with a carrying value of $5,475,130, $7,771,240, and
$7,915,369 were pledged at December 31, 1995, 1994, and 1993, respectively to
secure public deposits and for other purposes required or permitted by law.

F-8
<PAGE> 99

The investments in stock of the Federal Reserve Bank and the Federal Home
Loan Bank are recorded at cost, and are considered restricted assets.

3. LOANS

Major classifications of loans at December 31, 1995 and 1994, were as
follows:

<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Business and real estate $40,571,829 $34,759,928
Personal 6,830,421 6,788,260
Overdrafts 8,828 9,724
----------- -----------
47,411,078 41,557,912
Unearned discount (38,406) (91,523)
Allowance for loan losses (646,576) (664,954)
----------- -----------
Loans, net $46,726,096 $40,801,435
=========== ===========
</TABLE>

Loans are put on non-accrual status when principal or interest become
delinquent more than 90 days. The non-accrual status reverses when the past
due status becomes less than 90 days. Loans on which the accrual of interest
has been discontinued or reduced amounted to $130,150 and $149,069 at
December 31, 1995 and 1994, respectively.

At December 31, 1995 and 1994, certain directors, officers, and businesses in
which they have an interest were indebted to the Bank in the aggregate amount
of $181,219 and 43,082, respectively.

At December 31, 1995 and 1994, the Bank had purchased loans totalling
$7,057,319 and $5,163,646 from other financial institutions. These included
$6,060,656 and $3,427,186, respectively, of loans purchased from West Pointe
Bank and Trust Company of Belleville, Illinois.

Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Balance, beginning of year $664,954 $658,698 $613,448
Provision charged to operations - - 60,000
Loans charged-off (34,214) (15,010) (25,910)
Recoveries 15,836 21,266 11,160
-------- -------- --------
Balance, end of year $646,576 $664,954 $658,698
======== ======== ========
</TABLE>

The following information relates to impaired loans as of and for the year
ending December 31, 1995:

<TABLE>
<CAPTION>
Recorded
Investment
----------
<S> <C>
Impaired loans for which there is no need for a valuation
allowance in accordance with SFAS 114 and 118. $443,653

Impaired loans for which there is a valuation allowance in
accordance with SFAS 114 and 118. -
--------
Total impaired loans 443,653
========
Average impaired loans during 1995 $378,000
========
</TABLE>

F-9
<PAGE> 100

4. PROPERTY AND EQUIPMENT

Major classifications of property and equipment at December 31, are as
follows:

<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Land $ 288,616 $ 288,616
Buildings 1,954,279 1,951,061
Furniture, fixtures and equipment 1,343,373 1,324,186
----------- -----------
Total property and equipment 3,586,268 3,563,863
Accumulated depreciation (1,674,712) (1,420,163)
----------- -----------
Net property and equipment $ 1,911,556 $ 2,143,700
=========== ===========
</TABLE>

Depreciation expense amounted to $285,938, $174,407, and $178,694 in 1995,
1994, and 1993, respectively.

5. OTHER INVESTMENTS

The Company owns 17,150 shares (approximately 4.9% of the shares authorized)
at December 31, 1995 and 1994, of the West Pointe Bank and Trust Company of
Belleville, Illinois. The Company accounts for this investment on the equity
method, with a carrying value of $434,727, $395,489, and $347,900 at December
31, 1995, 1994, and 1993, respectively. The income recognized during the
years ended December 31, 1995, 1994, and 1993, respectively, to adjust to the
equity basis was $48,842, $57,193 and $0.

6. INCOME TAXES

The deferred income tax asset of $142,788 and $825,000 is net of deferred
income tax payable of $69,595 and $0 at December 31, 1995 and 1994,
respectively, and results from temporary differences between book and tax
reporting, relating primarily to loan loss reserves, fixed asset accounting,
non-accrual interest receivable, valuation allowance for securities
available-for-sale, investment in unconsolidated subsidiary, and sale of the
insurance agency. The valuation allowance required by SFAS 109 for deferred
taxes was $0 at December 31, 1995, 1994, and 1993.

The provision for income taxes shown in the consolidated statements of income
for the years ended December 31, consists of:

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Current provision $359,966 $429,787 $441,848
Deferred expense (benefit) 69,595 (24,109) 2,109
-------- -------- --------
Provision for income taxes $429,561 $405,678 $443,957
======== ======== ========
</TABLE>

The current portion of the provision includes the following:

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Federal income tax $322,086 $402,748 $420,433
State income and bank tax 37,880 27,039 21,415
-------- -------- --------
Current provision for income taxes $359,966 $429,787 $441,848
======== ======== ========
</TABLE>

F-10
<PAGE> 101

The Company has entered into an income tax allocation agreement with its
subsidiary Bank that provides for the Bank to pay over to the parent holding
company a sum equal to the full income tax liability which would have been
payable by the Bank if separate income tax returns had been filed.

Effective January 1, 1993, the Bank adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, which requires, among other
things, a change from the deferred method to the asset and liability method
of accounting for deferred income taxes. The cumulative effect of this
change on years prior to January 1, 1993 was to increase net income for the
year ended December 31, 1993 by $135,882. The effect of this change on net
income for the year ended December 31, 1993, excluding the cumulative effect
of adoption, was to increase net income by $2,109.

7. TREASURY STOCK

Due to limited market conditions, the Company periodically acquires treasury
stock for resale. The Company does not intend to act as marketing agent for
its stock.

The treasury stock purchases are accounted for under the par value method
wherein the common stock is reduced by par value, additional paid in capital
is reduced by stated value, and retained earnings is reduced for the excess.

The Company held 3,073 shares of treasury stock at December 31, 1995 and
1994, and 3,173 shares at December 31, 1993.

During 1994, the Company sold 100 shares of its treasury stock to a new
director.

8. EMPLOYEE BENEFITS

The subsidiary Bank maintains a profit sharing plan for its employees and the
employees of the Bank's subsidiaries. Annual contributions to the plan are
determined by a formula method as a share of earnings. The profit sharing
expense was $97,758, $100,000, and $114,000 for the years ended December 31,
1995, 1994, and 1993, respectively. The subsidiary Bank also sponsors a
401(k) salary reduction plan, with no employer match.

9. COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, the Bank makes various commitments and
incurs certain contingent liabilities that are not presented in the
accompanying financial statements. The commitments and contingent
liabilities include various guarantees, commitments to extend credit, standby
letters of credit, and potential litigation against the Bank. Commitments at
December 31, consisted of:

<TABLE>
<CAPTION>
1995 1994
-------- ----------
<S> <C> <C>
Commitments to extend credit $944,791 $1,560,760
Standby letters of credit 22,650 34,750
-------- ----------
Total $967,441 $1,595,510
======== ==========
</TABLE>

The Bank has signed a Blanket Pledge agreement with the FHLB under which it
can draw down advances of unspecified amounts from the FHLB. The Bank must
hold an unencumbered portfolio of eligible one-to-four family residential
mortgages with a book value of not less than 150% of the indebtedness. At
December 31, 1995 and 1994, no advances had been drawn.

The Bank does not anticipate any material losses as a result of the
commitments and contingent liabilities.

F-11
<PAGE> 102

10. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The subsidiary Bank is a party to financial instruments with
off-balance-sheet risk in the normal course of business to meet the financing
needs of its customers and to reduce its own exposure to fluctuations in
interest rates. These financial instruments include commitments to extend
credit. Those instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the balance sheet.
The contract amounts of those instruments reflect the extent of involvement
the Bank has in particular classes of financial instruments.

The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit is
represented by the contractual amount of those instruments. The Bank uses
the same credit policies in making commitments as it does for
on-balance-sheet instruments.

The Bank's exposure to market loss in the event of future changes in market
prices rendering these financial instruments less valuable is represented by
the contractual amount of the instruments.

The Bank's exposure to accounting loss on these financial instruments is a
combination of the credit and market risk described above.

The contract principal amount of these financial instruments is as follows as
of December 31:

<TABLE>
<CAPTION>
1995 1994
------- -------
<S> <C> <C>
Standby letters of credit $22,650 $34,750
======= =======
</TABLE>

11. FAIR VALUES OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS 107 - Disclosures About
Fair Value of Financial Instruments. The estimated fair value amounts have
been determined by the management using available market information and
appropriate valuation techniques. Fair value estimates, methods and
assumptions are set forth below for the Bank's financial instruments.

Cash and due from banks: The carrying amount is a reasonable estimate of
fair value.

Federal funds sold: The carrying amount is a reasonable estimate of fair
value.

Investments, net: See accounting for investment securities in Footnote 1.

Loans - net: Fair values are estimated for portfolios of loans with similar
financial characteristics. Loans are segregated by type such as business,
real estate and personal. Each loan category is further segmented by
performing and nonperforming categories to determine fair values.

The fair value for business, real estate and personal has been estimated by
discounting the projected cash flows at December 31, using the average rates
at which similar loans would be made to borrowers with similar credit ratings
and for the same maturities. For loans which reprice immediately, the
carrying amount is a reasonable estimate of fair value.

Accrued interest receivable: The carrying amount is a reasonable estimate of
fair value.

Deposits: The carrying amount of deposits with no stated maturity, such as
demand, savings, NOW, and money market deposits is a reasonable estimate of
fair value. The fair value of time deposits is based on the discounted value
of contractual cash flows using the rates offered for deposits of similar
remaining maturities as of December 31.

F-12
<PAGE> 103

Repurchase agreements: The carrying amount is a reasonable estimate of fair
value due to their immediate ability to reprice.

Accrued interest payable: The carrying amount is a reasonable estimate of
fair value.

<TABLE>
<CAPTION>
(in thousands)
Carrying Fair
Value Value
-------- -------
<S> <C> <C>
Financial Assets
Cash and due from banks $ 2,113 $ 2,113
Federal funds sold 2,375 2,375
Investment securities 27,105 27,105
Loans 47,411 47,703
Unearned discounts (38) (38)
Loan loss reserve (647) (647)
------- -------
Net loans 46,726 47,018
Accrued interest receivable 784 784

Financial Liabilities
Deposits
Demand, non-interest bearing $ 7,295 $ 7,295
Demand and savings, interest bearing 25,601 25,601
Time deposits 37,456 37,593
Repurchase agreements 276 276
Accrued interest payable 353 353
</TABLE>

12. OTHER INCOME

In December, 1995, the Central Ozark Insurance Agency, Inc., (COIA) sold all
its assets, rights, interest and insurance policy renewals to an outside
party. COIA entered into a covenant not to compete under which it cannot
attempt to obtain or accept any insurance business for a period of two years
from the date of the agreement. In conjunction with the sale, COIA
recognized a gain on the sale of approximately $174,000, which has been
included with Other Income for the year ended December 31, 1995.

13. EVENT (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF INDEPENDENT
AUDITOR

On July 9, 1996, First Financial Corporation of America, Inc. (Company)
entered into an Agreement and Plan of Merger with Mercantile Bancorporation,
Inc., (Mercantile) and Ameribanc, Inc., (Ameribanc). Subject to terms of the
agreement, the Company will be merged with and into Ameribanc, and the
corporate existence of the Company will cease. The merger is contingent upon
the satisfaction of various conditions and obligations between each of the
parties to the agreement, and upon approval of various regulatory agencies
and stockholders of the Company. If approved the merger is expected to be
closed in the last quarter of 1996.

F-13
<PAGE> 104

14. UNAUDITED FINANCIAL STATEMENTS

The consolidated balance sheets for June 30, 1996 and 1995, and the
consolidated statements of income, changes in stockholders' equity and cash
flows for the six months then ended are unaudited. In the opinion of
management, all adjustments necessary for the fair presentation of the
financial position and results of operations for the unaudited period have
been made.

F-14
<PAGE> 105

ANNEX A
-------

Following is the text of the statutory dissenters' right as
set forth at Section 351.455 of The General and Business
Corporation Law of Missouri:

351.455 SHAREHOLDER WHO OBJECTS TO MERGER MAY DEMAND VALUE
OF SHARES, WHEN.--1. If a shareholder of a corporation which is a
party to a merger or consolidation shall file with such
corporation, prior to or at the meeting of shareholders at which
the plan of merger or consolidation is submitted to a vote, a
written objection to such plan of merger or consolidation, and
shall not vote in favor thereof, and such shareholder, within
twenty days after the merger or consolidation is effected, shall
make written demand on the surviving or new corporation for payment
of the fair value of his shares as of the day prior to the date on
which the vote was taken approving the merger or consolidation, the
surviving or new corporation shall pay to such shareholder, upon
surrender of his certificate or certificates representing said
shares, the fair value thereof. Such demand shall state the number
and class of the shares owned by such dissenting shareholder. Any
shareholder failing to make demand within the twenty day period
shall be conclusively presumed to have consented to the merger or
consolidation and shall be bound by the terms thereof.

2. If within thirty days after the date on which such merger
or consolidation was effected the value of such shares is agreed
upon between the dissenting shareholder and the surviving or new
corporation, payment therefor shall be made within ninety days
after the date on which such merger or consolidation was effected,
upon the surrender of his certificate or certificates representing
said shares. Upon payment of the agreed value the dissenting
shareholder shall cease to have any interest in such shares or in
the corporation.

3. If within such period of thirty days the shareholder and
the surviving or new corporation do not so agree, then the
dissenting shareholder may, within sixty days after the expiration
of the thirty day period, file a petition in any court of competent
jurisdiction within the county in which the registered office of
the surviving or new corporation is situated, asking for a finding
and determination of the fair value of such shares, and shall be
entitled to judgment against the surviving or new corporation for
the amount of such fair value as of the day prior to the date on
which such vote was taken approving such merger or consolidation,
together with interest thereon to the date of such judgment. The
judgment shall be payable only upon and simultaneously with the
surrender to the surviving or new corporation of the certificate or
certificates representing said shares. Upon the payment of the
judgment, the dissenting shareholder shall cease to have any
interest in such shares, or in the surviving or new corporation.
Such shares may be held and disposed of by the surviving or new
corporation as it may see fit. Unless the dissenting shareholder
shall file such petition within the time herein limited, such
shareholder and all persons claiming under him shall be
conclusively presumed to have approved and ratified the merger or
consolidation, and shall be bound by the terms thereof.

4. The right of a dissenting shareholder to be paid the fair
value of his shares as herein provided shall cease if and when the
corporation shall abandon the merger or consolidation.

A-1
<PAGE> 106

ANNEX B
-------

[Letterhead of Alex Sheshunoff & Co.]

July 9, 1996

Board of Directors
First Financial Corporation of America
403 N. Jackson
Salem, Missouri 65560-0778

Members of the Board:

You have requested our opinion as to the fairness, from a financial
point of view, to the holders of the outstanding shares of common
stock of First Financial Corporation of America ("First
Financial"), of the consideration (the "Merger Consideration") to
be received by such holders pursuant to the Agreement and Plan of
the Merger, dated as of July 9, 1996 (the "Merger Agreement"),
which provides for the merger (the "Merger") of First Financial
with and into Ameribanc, Inc., a wholly owned subsidiary of Mercantile
Bancorporation, Inc. ("MBI"). Pursuant to the Merger Agreement,
each shareholder of the outstanding common stock of First Financial
(the "First Financial Common Stock"), according to section 1.07 and
subject to limitations and other specifications in sections
1.08(f), 1.11, and 1.13 of the Merger Agreement, has a right to
elect one of three forms of Merger Consideration. Specifically,
First Financial shareholders can elect the right to receive for
each share of First Financial Common Stock: (i) cash equal to
$194.73; (ii) 4.2963 shares of MBI common stock; or (iii) a
combination of cash equal to $42.26 and 3.364 shares of MBI common
stock. The Merger Agreement specifies that the total Merger
Consideration to be received by First Financial's shareholders must
equal 21.7% cash (the "Cash Distribution") and 78.3% MBI common
stock (the "Stock Distribution"). The terms of the cash, stock and
combined election shares and their guidelines are more fully set
forth in the Merger Agreement. Additionally, the shareholders of
First Financial will receive the proceeds from the sale of the
common stock of West Pointe Bank & Trust Company held by First
Financial, or cash and a distribution in kind of such stock, as
provided in the Merger Agreement.

In connection with our opinion, we have: (i) analyzed certain
publicly available financial statements, both audited and
unaudited, and other information of First Financial and MBI,
including those included in their respective Annual Reports for the
three years ended December 31, 1995, and their Quarterly Reports
for the periods ended June 30, 1995, September 30, 1995, and March 31,
1996; (ii) analyzed certain internal financial statements and other
financial and operating data concerning First Financial prepared by
the management of First Financial; (iii) analyzed certain financial
projections of First Financial prepared by the management of First
Financial; (iv) discussed certain aspects of the past and current
business operations, financial condition and future prospects of First
Financial with certain members of its management; (v) reviewed reported
market prices and historical trading activity of MBI's common stock; (vi)
compared the financial performance of MBI and the prices and trading
activity of MBI's common stock with that of certain other comparable
publicly traded companies and their securities; (vii) reviewed and
compared certain security analysis reports of MBI's common stock prepared
by various investment banking firms; (viii) reviewed the financial terms,
to the extent publicly available, of certain comparable precedent
transactions; (ix) reviewed the Merger Agreement; and (x) performed such
other analyses as we have deemed appropriate.

B-1
<PAGE> 107

We have assumed and relied upon, without independent verification,
the accuracy and completeness of the information reviewed by us for
the purposes of this opinion. We have not made an independent
evaluation of the assets or liabilities of First Financial, nor
have we been furnished with any such appraisals. With respect to
financial forecasts, we have assumed that they have been reasonably
prepared and reflect the best currently available estimates and
judgments of management of First Financial as to the future
financial performance of First Financial. We have assumed such
forecasts and projections will be realized in the amounts and at
the times contemplated thereby. With respect to MBI, we relied
solely upon publicly available data and we did not conduct
discussions with the management of MBI regarding MBI's financial
condition, performance, and prospects. We did not conduct any
independent evaluation or appraisal of the assets, liabilities or
business prospects of MBI, we were not furnished with any
evaluations or appraisals, and we did not review any individual
credit files of MBI. We are not experts in the evaluation of loan
portfolios for the purposes of assessing the adequacy of the
allowance for losses with respect thereto and have assumed that
such allowances for each of the companies are in the aggregate,
adequate to cover such losses.

Our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to
us as of, the date hereof. Events occurring after the date hereof
could materially affect the assumptions used in preparing this
opinion.

Our opinion is limited to the fairness, from a financial point of
view, to the holders of First Financial Common Stock of the Merger
Consideration received as stated in the Merger Agreement and does
not address First Financial's underlying business decision to
undertake the Merger. Moreover, this letter, and the opinion
expressed herein, does not constitute a recommendation to any
shareholder as to any approval of the Merger or the Merger
Agreement. It is understood that this letter is for the
information of the Board of Directors of First Financial and may
not be used for any other purpose without our prior written
consent, except that this opinion may be included in its entirety
in any filing made by MBI or First Financial with the Securities
and Exchange Commission with respect to the Merger.

Based on the foregoing and such other matters we have deemed
relevant, we are of the opinion as of the date hereof that the
Merger Consideration is fair, from a financial point of view, to
the holders of First Financial Common Stock.

Very truly yours,

/s/ Alex Sheshunoff & Co.

ALEX SHESHUNOFF & CO.
INVESTMENT BANKING

B-2
<PAGE> 108

FIRST FINANCIAL CORPORATION OF AMERICA
403 NORTH JACKSON STREET
SALEM, MISSOURI 65560

FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 15, 1996

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned shareholder(s) of FIRST FINANCIAL CORPORATION
OF AMERICA ("First Financial"), does hereby nominate, constitute
and appoint Shirley Whitmire and Karen Lough, or each of them (with
full power to act alone), true and lawful attorney(s), with full power
of substitution, for the undersigned and in the name, place and stead
of the undersigned to vote all of the shares of Common Stock, $0.10
par value, of First Financial standing in the name of the undersigned
on its books at the close of business on September 12, 1996 at the
Special Meeting of Shareholders to be held at the First National Bank
Courtesy Room, 403 North Jackson Street, Salem, Missouri, on Tuesday,
October 15, 1996, at 1:00 p.m. Central Time, and at any adjournments
or postponements thereof, with all the powers the undersigned would
possess if personally present, as follows:

1. A proposal to approve the Agreement and Plan of Merger
dated as of July 9, 1996 (the "Merger Agreement"), and each of the
transactions contemplated thereby, pursuant to which First
Financial will be merged with and into a wholly owned subsidiary of
Mercantile Bancorporation Inc. ("MBI") and whereby, upon
consummation of the merger, each share (other than shares as to
which a First Financial shareholder has perfected dissenters'
rights) of First Financial common stock will be converted into and
each shareholder will have the opportunity to elect as
consideration in the merger: (i) an amount in cash equal to
$194.73; (ii) 4.2963 shares of MBI common stock; or (iii) both an
amount in cash equal to $42.26 and 3.364 shares of MBI common
stock, all as determined by the election procedures and exchange
ratio set forth in detail in the accompanying Proxy
Statement/Prospectus, and subject to certain adjustments as
provided in the Merger Agreement.

/ / FOR / / AGAINST / / ABSTAIN

2. To transact such other business as may properly come
before the Special Meeting or any adjournments or postponements
thereof.

/ / FOR / / AGAINST / / ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO
DIRECTION IS GIVEN HEREIN, THIS PROXY WILL BE VOTED "FOR" EACH OF
THE PROPOSALS LISTED ABOVE.

Dated: ------------------

--------------------------
Signature of Shareholder

(When signing as an attorney,
executor, administrator,
trustee or guardian, please
give full title. If more than
one person holds the power to
vote the same shares, all must
sign. All joint owners must sign.)

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED WHITE ENVELOPE.

<PAGE> 109

ELECTION FORM FOR USE BY SHAREHOLDERS OF
FIRST FINANCIAL CORPORATION OF AMERICA

KeyCorp Shareholder Services, Inc.
Reorganization Department
P.O. Box 6777
Cleveland, Ohio 44101-9388

Gentlemen:

Pursuant to the terms of the Agreement and Plan of Merger
(the "Merger Agreement") by and among First Financial Corporation
of America ("First Financial"), Mercantile Bancorporation Inc.
("MBI") and a wholly owned subsidiary of MBI, the undersigned
shareholder(s) of First Financial elects the following alternative
as to the category of consideration that the undersigned elects to
receive in conversion of his or her shares of First Financial
common stock upon consummation of the merger:

[CHECK ONLY ONE OF THE BOXES TO INDICATE YOUR ELECTION]

/ / (i) CASH ELECTION - a cash payment in an amount equal
to $194.73 per share of First Financial common
stock.

/ / (ii) STOCK ELECTION - 4.2963 shares of MBI common stock
per share of First Financial common stock.

/ / (iii) COMBINED ELECTION - both a cash payment in an
amount equal to $42.26 and 3.364 shares of MBI
common stock per share of First Financial common
stock.

The undersigned acknowledges that the deadline for filing
this Election Form with KeyCorp Shareholder Services, Inc. is by
3:00 p.m., Central Time, on October 15, 1996, the day of the
Special Meeting of Shareholders of First Financial called to
consider and vote upon the Merger Agreement. Any shareholder who
fails to deliver the Election Form to KeyCorp Shareholder Services,
Inc. by the deadline will be deemed to have elected the Cash
Election but will be treated differently than other shareholders
who have made a Cash Election by filing this Election Form. In
addition, any holder of 1% or more of First Financial common stock
that shall not have delivered to KeyCorp Shareholder Services,
Inc., on or before 3:00 p.m., Central Time, on October 15, 1996,
in properly executed form, a tax certification regarding certain tax
matters, shall be deemed to have made a timely Cash Election. Such
certificates are available without charge upon written or oral request
to KeyCorp Shareholder Services, Inc. After such date, any less-than-
1% holder who subsequently acquires additional shares of First
Financial common stock and thereby becomes a holder of 1% or more of
First Financial common stock will also be deemed to have made a timely
Cash Election and will be precluded from making a Stock Election
unless such holder, in anticipation of such acquisition of additional
shares, has delivered to KeyCorp Shareholder Services, Inc. on or
before October 15, 1996 a properly executed certification regarding
certain tax matters. The undersigned further acknowledges that the
election to receive the indicated category of consideration is subject
to the limitations on the issuance of not more than 258,783 shares of
MBI Common Stock and not less than the number of shares of MBI Common
Stock necessary for the merger to quality as a tax-deferred
reorganization for those shareholders who receive shares of MBI Common
Stock in exchange for their shares of First Financial common stock.
See the section of the accompanying Proxy Statement/Prospectus
entitled "TERMS OF THE PROPOSED MERGER -- General Description of the
Merger" for a description of the situations in which the Exchange
Agent may be required to pay to the First Financial shareholders
consideration other than from the elected category of consideration
and the priorities governing such adjustments.

Prior to 3:00 p.m., Central Time, on October 15, 1996, the
undersigned may, at any time or from time to time, change his or her
election by giving written notice to KeyCorp Shareholder Services,
Inc.

Shareholders who have questions regarding the election
process, and/or the tax consequences associated with such election
process, should consult, at their own expense, their own tax, legal
and investment advisors.

Dated: , 1996
--------------- ---------------------------------
Signature of Shareholder

---------------------------------
Signature of Shareholder

(To be signed by the holder(s) of
record exactly as the name(s) of
such holder(s) appears on the stock
certificate. When signing as an
attorney, executor, administrator,
trustee or guardian, please give
full title. All joint owners must
sign.)

PLEASE RETURN TO KEYCORP SHAREHOLDER SERVICES, INC. USING THE
ENCLOSED, PRE-PAID, PRE-ADDRESSED ENVELOPE.

<PAGE> 110

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS
------------------------------------------

Item 20. Indemnification of Officers and Directors
- ---------------------------------------------------

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.

Item 21. Exhibits and Financial Statement Schedules
- ----------------------------------------------------

A. Exhibits. See Exhibit Index.
---------

B. Financial Statement Schedules. Not Applicable.
-----------------------------

C. Opinion of Financial Advisor. See Annex B
---------------------------- -------
to the Proxy Statement/Prospectus.

II-1
<PAGE> 111

Item 22. Undertakings
- ----------------------

(1) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.

(2) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to
aection 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) The undersigned Registrant hereby undertakes as
follows: that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this Registration Statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other Items of the
applicable form.

(4) The Registrant undertakes that every prospectus
(i) that is filed pursuant to paragraph (3) immediately preceding,
or (ii) that purports to meet the requirements of section 10(a)(3)
of the Act and is used in connection with an offering of securities
subject to Rule 415 (Section 230.415 of this chapter), will be
filed as a part of an amendment to the Registration Statement and
will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offering
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(5) The undersigned Registrant hereby undertakes to
respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13
of this Form, within one business day of receipt of such request
and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in the
documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the
request.

(6) The undersigned Registrant hereby undertakes to
supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the
Registration Statement when it became effective.

II-2
<PAGE> 112

(7) The undersigned Registrant hereby undertakes:

(a) To file during any period in which offers and
sales are being made, a post-effective amendment to
this Registration Statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;

(ii) To reflect in the prospectus any facts
or events arising after the effective date of
the Registration Statement (or the most recent
post-effective amendment thereof), which
individually or in the aggregate, represent a
fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.

(b) That for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be
a new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.

II-3
<PAGE> 113

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment No. 1 to the
Registration Statement relating to the acquisition of First Financial
Corporation of America to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on September 12, 1996.

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, September 12, 1996
- ---------------------------- President, Chief Executive
Thomas H. Jacobsen Officer and Director
Principal Executive Officer

/s/ John Q. Arnold Senior Executive Vice September 12, 1996
- ---------------------------- President and
John Q. Arnold Chief Financial Officer
Principal Financial Officer

/s/ Michael T. Normile Senior Vice President - September 12, 1996
- ---------------------------- Finance and Control
Michael T. Normile
Principal Accounting Officer

<F*> Director September 12, 1996
- ----------------------------
Harry M. Cornell, Jr.

- ---------------------------- Director
William A. Hall

<F*> Director September 12, 1996
- ----------------------------
Thomas A. Hays

<F*> Director September 12, 1996
- ----------------------------
Frank Lyon, Jr.

II-4
<PAGE> 114

<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>

- ---------------------------- Director
Edward A. Mueller

<F*> Director September 12, 1996
- ----------------------------
Robert W. Murray

<F*> Director September 12, 1996
- ----------------------------
Harvey Saligman

<F*> Director September 12, 1996
- ----------------------------
Craig D. Schnuck

<F*> Director September 12, 1996
- ----------------------------
Robert L. Stark

<F*> Director September 12, 1996
- ----------------------------
Patrick T. Stokes

<F*> Director September 12, 1996
- ----------------------------
John A. Wright

<FN>
<F*>By /s/ Thomas H. Jacobsen
-----------------------------------------------
Thomas H. Jacobsen
Chairman of the Board, President and
Chief Executive Officer
</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.

II-5
<PAGE> 115

<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<C> <S> <C>
2.1 Agreement and Plan of Merger, dated as of July 9, 1996, by and
among MBI and Ameribanc, as Buyers, and First Financial, as
Seller.<F*>

2.2 Form of Voting Agreement, dated as of July 9, 1996, by and
between MBI and each of the directors and certain affiliates of
First Financial.<F*>

3.1 MBI's Restated Articles of Incorporation, as amended and
currently in effect, filed as Exhibit 3(i) to MBI's Quarterly
Report on Form 10-K for the quarter ended June 30, 1994, are
incorporated herein by reference.

3.2 MBI's By-Laws, as amended and currently in effect, filed as
Exhibit 3-2 to MBI's Annual Report on Form 10-K for the year
ended December 31, 1995, are incorporated herein by reference.

4.1 Form of Indenture Regarding Subordinated Securities between MBI
and The First National Bank of Chicago, Trustee, filed as
Exhibit 4.1 to MBI's Report on Form 8-K dated September 24,
1992, is incorporated herein by reference.

4.2 Rights Agreement dated as of May 23, 1988 between MBI 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 MBI's
Registration Statement No. 0-6045 on Form 8-A, dated May 24,
1988, is incorporated herein by reference.

5.1 Opinion of Thompson Coburn as to the legality of the securities
being registered.<F*>

8.1 Opinion of Thompson Coburn regarding certain tax matters in the
Merger.<F*>

10.1 The Mercantile Bancorporation Inc. 1987 Stock Option Plan, as
amended, filed as Exhibit 10-3 to MBI's Report on Form 10-K for
the year ended December 31, 1989 (File No. 1-11792), is
incorporated herein by reference.

10.2 The Mercantile Bancorporation Inc. Executive Incentive
Compensation Plan, filed as Appendix C to MBI's definitive Proxy
Statement for the 1994 Annual Meeting of Shareholders is
incorporated herein by reference.

10.3 The Mercantile Bancorporation Inc. Employee Stock Purchase Plan,
filed as Exhibit 10-7 to MBI's Report on Form 10-K for the year
ended December 31, 1989 (File No. 1-11792), is incorporated
herein by reference.

10.4 The Mercantile Bancorporation Inc. 1991 Employee Incentive Plan,
filed as Exhibit 10-7 to MBI's Report on Form 10-K for the year
ended December 31, 1990 (File No. 1-11792), is incorporated
herein by reference.

10.5 Amendment Number One to the Mercantile Bancorporation Inc. 1991
Employee

II-6
<PAGE> 116

<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<C> <S> <C>
Incentive Plan, filed as Exhibit 10-6 to MBI's Report
on Form 10-K for the year ended December 31, 1994, is
incorporated herein by reference.

10.6 The Mercantile Bancorporation Inc. 1994 Stock Incentive Plan,
filed as Appendix B to MBI's definitive Proxy Statement for the
1994 Annual Meeting of Shareholders, is incorporated herein by
reference.

10.7 The Mercantile Bancorporation Inc. 1994 Stock Incentive Plan for
Non-Employee Directors, filed as Appendix E to MBI's definitive
Proxy Statement for the 1994 Annual Meeting of Shareholders, is
incorporated herein by reference.

10.8 The Mercantile Bancorporation Inc. Voluntary Deferred
Compensation Plan, filed as Appendix D to MBI's definitive Proxy
Statement for the 1994 Annual Meeting of Shareholders, is
incorporated herein by reference.

10.9 Form of Employment Agreement for Thomas H. Jacobsen, as amended,
filed as Exhibit 10-8 to MBI's Report on Form 10-K for the year
ended December 31, 1989 (File No. 1-11792), is incorporated
herein by reference.

10.10 Form of Change of Control Employment Agreement for John W.
McClure, W. Randolph Adams, John Q. Arnold and Certain Other
Executive Officers, filed as Exhibit 10-10 to MBI's Report on
Form 10-K for the year ended December 31, 1989 (File No. 1-
11792), is incorporated herein by reference.

10.11 Amended and Restated Agreement and Plan of Reorganization dated
as of December 2, 1994 by and among MBI and TCBankshares, Inc.,
filed as Exhibit 2.1 to MBI's Report on Form 8-K dated
December 21, 1994, is incorporated herein by reference.

10.12 Agreement and Plan of Reorganization dated August 4, 1995, by
and between MBI and Hawkeye Bancorporation, filed as Exhibit 2.1
to MBI's Registration Statement No. 33-63609, is incorporated
herein by reference.

10.13 The Mercantile Bancorporation Inc. Supplemental Retirement Plan,
filed as Exhibit 10-12 to MBI's Report on Form 10-K for the year
ended December 31, 1992 (File No. 1-11792), is incorporated
herein by reference.

23.1 Consent of Thompson Coburn (included in Exhibit 5.1).<F*>

23.2 Consent of Alex Sheshunoff & Co. Investment Banking.<F*>

23.3 Consent of KPMG Peat Marwick LLP with regard to the use of its
reports or MBI's financial statements.<F**>

23.4 Consent of Williams-Keepers, LLP with regard to the use of its
reports on First Financial and First Financial's financial
statements.<F**>

24.1 Power of Attorney (included on signature page).<F*>

II-7

<PAGE> 117

<CAPTION>
Exhibit
Number Description Page
- ------- ----------- ----
<C> <S> <C>

<FN>
- ---------------------
<F*> Previously filed

<F**> Filed herewith
</TABLE>

<PAGE> 1

Exhibit 23.3

Independent Auditors' Consent
-----------------------------

The Board of Directors and Stockholders
of Mercantile Bancorporation Inc:

We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG Peat Marwick LLP

St. Louis, Missouri
September 12, 1996

<PAGE> 1

Exhibit 23.4

[Letterhead of Williams-Keepers, LLP]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use in this Registration Statement of Mercantile
Bancorporation, Inc., on Form S-4 of our report dated March 15, 1996,
relating to the consolidated balance sheets of First Financial Corporation
of America, Inc. (First Financial) and subsidiary as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1995. We also consent to the reference to our
firm under the heading "Experts" in the Proxy Statement/Prospectus, which
is a part of this Registration Statement.

Our report refers to a change in First Financial's method of accounting for
income taxes in 1993, investments in 1994, and impaired loans in 1995.

/s/ Williams-Keepers, LLP

September 16, 1996
Columbia, Missouri