MERCANTILE BANCORPORATION INC, S-4, 1996-08-09

MERCANTILE BANCORPORATION INC
S-4, 1996-08-09
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996
Registration No. 333-----------------

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------------
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 Industrial Classification Identification
or 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
(314) 425-2525 (314) 552-6000

TIMOTHY M. SULLIVAN, ESQ.
Hinshaw & Culbertson
Suite 300
222 North LaSalle Street
Chicago, Illinois 60601
(312) 704-3000

--------------------------
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<F3> registration fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $5.00
par value <F1> 1,177,066 shares $42.01 $49,455,303.25 $17,053.67
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.

<F2> 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> Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Rule 457(f), and based upon the
$83,455,303.25 aggregate market value (based upon the average of high
and low prices reported on the Nasdaq National Market on August 1,
1996) of the 2,758,853 shares of common stock, $5.00 par value, of
TODAY'S BANCORP, INC. issued and outstanding as of July 31, 1996, less
the $34,000,000 estimated cash to be paid by the Registrant in
connection with the exchange.
</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

<TABLE>
MERCANTILE BANCORPORATION INC.

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 Facing Page; Cross Reference Sheet;
Statement and Outside Outside Front Cover Page of
Front Cover Page of Prospectus
Prospectus

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

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

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

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

8. Interests of Named Legal Matters
Experts and 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 Incorporation of Certain Information
S-3 Registrants by Reference; Summary Information;
Information Regarding MBI Common
Stock

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

12. Information with Respect to Not Applicable
S-2 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 Incorporation of Certain Information
S-3 Companies by Reference; Summary Information

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

17. Information with Respect to Not Applicable
Companies Other Than S-3
or S-2 Companies

D. Voting and Management Information

18. Information if Proxies, Information Regarding Special
Consents or Authorizations Meeting; Incorporation of Certain
Are to Be Solicited Information by Reference; Appraisal
Rights of Stockholders of TODAY'S;
Information Regarding TODAY'S

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

- ii -
<PAGE> 4

[LETTERHEAD OF TODAY'S BANCORP, INC.]

--------------, 1996
Dear Fellow Stockholder:

On behalf of the Board of Directors and management of
TODAY'S BANCORP, INC. ("TODAY'S"), I cordially invite you to attend
a Special Meeting of Stockholders of TODAY'S to be held at --:-0 -.m.,
Central Time, on -----------, -------------, 1996, at the
Business Conference Center of Highland Community College, 2998 West
Pearl City Road, Freeport, Illinois (the "Special Meeting"). At
this important meeting, you will be asked to consider and vote upon
the Agreement and Plan of Merger, dated March 19, 1996 (the "Merger
Agreement"), and each of the transactions contemplated thereby,
pursuant to which TODAY'S will be merged (the "Merger") with and
into a wholly owned subsidiary of Mercantile Bancorporation Inc.
("MBI"). Upon consummation of the Merger, each share of TODAY'S
common stock will be converted into the right to receive, and each
TODAY'S stockholder will have the opportunity to elect whether to
receive per share of TODAY'S common stock as consideration in the
Merger, one of the following: (i) cash equal to $30.79; (ii)
0.6923 of a share of MBI common stock; or (iii) cash equal to
$12.32 and 0.4154 of a share of MBI common stock, all as more fully
described in the accompanying Proxy Statement/Prospectus. In
certain circumstances, TODAY'S stockholders 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 and a certification regarding
certain tax matters;

4. A white pre-addressed return envelope to Chase
Mellon Shareholder Services, L.L.C. for the proxy
card; and

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

The Proxy Statement/Prospectus and related proxy
materials set forth, or incorporate by reference, financial data
and other important information relating to TODAY'S 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 TODAY'S 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 TODAY'S AND ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE AND ADOPT THE
---
MERGER AGREEMENT.

The investment banking firm of The Chicago Corporation
has issued its written opinion, dated as of the date of this
Proxy/Statement Prospectus, 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 persons holding at least two-thirds of the
outstanding TODAY'S common stock is required for approval and
adoption of the Merger Agreement. A failure to vote for approval
and adoption 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

<PAGE> 5
in the enclosed white, postage-paid envelope as soon as possible to
assure that your shares will be voted at the Special Meeting.

It is also very important that you return the enclosed
election form and, if applicable, the certification regarding tax
matters. Failure to return the election form and, if applicable,
the certification will result in a deemed election per share of
TODAY'S common stock of cash equal to $30.79. In addition, in
certain circumstances, failure to return the election form may
cause a stockholder to be treated differently than those
stockholders who have elected to receive cash equal to $30.79 by
returning the election form in a timely manner.

The Board of Directors and management of TODAY'S
appreciate your continued support and look forward to seeing you at
the Special Meeting. If you have any questions or require
assistance, please contact R. William Owen at (815) 235-8596.

Very truly yours,

DAN HEINE
President and Chief Executive Officer

<PAGE> 6

TODAY'S BANCORP, INC.
50 WEST DOUGLAS STREET
FREEPORT, ILLINOIS 61032

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON -------------, 1996

TO THE STOCKHOLDERS OF TODAY'S:

Notice is hereby given that a Special Meeting of
Stockholders of TODAY'S BANCORP, INC., a Delaware corporation
("TODAY'S"), will be held at the Business Conference Center of
Highland Community College, 2998 West Pearl City Road, Freeport,
Illinois, on ------------, -------------, 1996, at --:-0 -.m.,
Central Time, for the following purposes:

(1) To consider and vote upon the approval and adoption
of the Agreement and Plan of Merger (the "Merger Agreement"), dated
March 19, 1996, and each of the transactions contemplated thereby,
pursuant to which TODAY'S will be merged (the "Merger") with and
into a wholly owned subsidiary of Mercantile Bancorporation Inc.
("MBI"), and the business and operations of TODAY'S will be
continued through such wholly owned subsidiary, and whereby, upon
consummation of the Merger, each share (other than shares as to
which a stockholder has perfected appraisal rights) of TODAY'S
common stock will be converted into the right to receive, and each
stockholder will have the opportunity to elect to receive per share
of TODAY'S common stock as consideration in the Merger, one of the
following: (i) cash equal to $30.79; (ii) 0.6923 of a share of MBI
common stock; or (iii) cash equal to $12.32 and 0.4154 of a share
of MBI common stock. In certain circumstances, TODAY'S
stockholders 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 stockholders 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 --------------, 1996.

In the event the Merger is approved and consummated, each
holder of TODAY'S 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 stockholder to receive such payment is
contingent upon strict compliance with the requirements of Section
262 of The General Corporation Law of the State of Delaware, 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 STOCKHOLDERS OF TODAY'S" 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 CHASE MELLON SHAREHOLDER SERVICES, L.L.C. IN THE ACCOMPANYING
WHITE ENVELOPE.

By Order of the Board of Directors

DANIEL M. LASHINSKI
Secretary
Freeport, Illinois
- ----------, 1996

<PAGE> 7

MERCANTILE BANCORPORATION INC.
PROSPECTUS
----------------

TODAY'S BANCORP, INC.
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON -------------, 1996

This Prospectus of Mercantile Bancorporation Inc. ("MBI")
relates to the issuance of up to 1,177,066 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 stockholders of TODAY'S BANCORP, INC.,
a Delaware corporation ("TODAY'S"), upon consummation of the
proposed merger (the "Merger") of TODAY'S with and into a wholly
owned subsidiary of MBI ("Merger Sub"). Upon receipt of the
requisite stockholder 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 March
19, 1996, by and among MBI, Merger Sub and TODAY'S. This
Prospectus also serves as the Proxy Statement for TODAY'S in
connection with the Special Meeting of Stockholders of TODAY'S (the
"Special Meeting"), which will be held on -------------, 1996, at
the time and place and for the purposes stated in the Notice of
Special Meeting of Stockholders accompanying this Proxy Statement/
Prospectus.

Pursuant to the Merger Agreement, MBI will issue up to an
aggregate of 1,177,066 shares of MBI Common Stock. Upon
consummation of the Merger, the business and operations of TODAY'S
will be continued through Merger Sub and each share (other than
shares as to which a stockholder has perfected appraisal rights) of
the common stock, $5.00 par value (the "TODAY'S Stock"), and
attached preferred share purchase rights (the "TODAY'S Rights"), of
TODAY'S (the TODAY'S Stock and the TODAY'S Rights are collectively
referred to herein as the "TODAY'S Common Stock") will be converted
into the right to receive, and each TODAY'S stockholder will have
the opportunity to elect whether to receive per share of TODAY'S
Common Stock as consideration in the Merger, one of the following:
(i) cash equal to $30.79 (the "Cash Distribution"); (ii) 0.6923 of
a share of MBI Common Stock (the "Stock Distribution"); or (iii)
cash equal to $12.32 and 0.4154 of a share 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 25 to 49 of this Proxy
Statement/Prospectus. In certain circumstances, TODAY'S
stockholders 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 TODAY'S stockholders 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 TODAY'S
stockholder who elects to receive the Stock Distribution may
nevertheless, under certain circumstances, receive a combination of
MBI Common Stock and cash, such stockholder 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" and TODAY'S Common Stock is
quoted on the Nasdaq National Market under the symbol "TDAY." On
- -------------, 1996 the closing sale price for MBI Common Stock as
reported on the NYSE Composite Tape was $------ per share and the
closing sale price for TODAY'S Common Stock as reported by the
Nasdaq National Market 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 stockholders of TODAY'S on or about ----------, 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 TODAY'S has been supplied by
TODAY'S.

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

- 2 -
<PAGE> 9

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

Both MBI and TODAY'S are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, file with the
Commission reports, proxy statements and other information. Such
reports, proxy statements and other information filed with the
Commission by MBI and TODAY'S 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. TODAY'S Common Stock is quoted on the Nasdaq National
Market, and such reports, proxy statements and other information
concerning TODAY'S are available from TODAY'S, without charge, upon
written or oral request to Daniel M. Lashinski, 50 West Douglas
Street, Freeport, Illinois 61032, telephone (815) 235-8596.

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 AND TODAY'S 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
TODAY'S TO WHOM THIS PROXY STATEMENT/PROSPECTUS IS DELIVERED, UPON
WRITTEN OR ORAL REQUEST, IN THE CASE OF DOCUMENTS RELATING TO MBI,
TO JON W. BILSTROM, GENERAL COUNSEL AND SECRETARY, MERCANTILE
BANCORPORATION INC., P.O. BOX 524, ST. LOUIS, MISSOURI 63166-0524,
TELEPHONE (314) 425-2525 OR, IN THE CASE OF DOCUMENTS RELATING TO
TODAY'S, TO R. WILLIAM OWEN, EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, TODAY'S BANCORP, INC., P.O. BOX 30, FREEPORT,
ILLINOIS, TELEPHONE (815) 235-8596. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS PRIOR TO THE SPECIAL MEETING, ANY REQUEST
SHOULD BE MADE BY ----------------, 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.

- 3 -
<PAGE> 10

(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.

(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.

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

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

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

(d) The description of the TODAY'S Stock set forth in
the TODAY'S Registration Statement on Form S-2,
dated July 28, 1989, and any amendment or report
filed for the purpose of updating such description.

(e) The description of the TODAY'S Rights set forth in
the TODAY'S Registration Statement on Form 8-A,
dated December 17, 1990, 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 and TODAY'S 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 and TODAY'S 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 TODAY'S. 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

- 4 -
<PAGE> 11
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
TODAY'S OR ANY OF THEIR SUBSIDIARIES OR IN THE INFORMATION SET FORTH
HEREIN SUBSEQUENT TO THE DATE HEREOF.

- 5 -
<PAGE> 12

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

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

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

SUMMARY INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 8
Business of MBI . . . . . . . . . . . . . . . . . . . . . . 8
Business of TODAY'S . . . . . . . . . . . . . . . . . . . . 9
The Proposed Merger . . . . . . . . . . . . . . . . . . . . 9
Effect on Stock Option and Employee Benefit Plans . . . . . 13
Regulatory Approvals. . . . . . . . . . . . . . . . . . . . 14
Conditions to the Merger. . . . . . . . . . . . . . . . . . 14
Effective Time; Closing Date. . . . . . . . . . . . . . . . 14
Termination of the Merger Agreement . . . . . . . . . . . . 14
Other Agreements. . . . . . . . . . . . . . . . . . . . . . 15
Interests of Certain Persons in the Merger. . . . . . . . . 15
Special Meeting of TODAY'S Stockholders . . . . . . . . . . 16
Reasons for the Merger. . . . . . . . . . . . . . . . . . . 16
Opinion of Financial Advisor to TODAY'S . . . . . . . . . . 17
Fractional Shares . . . . . . . . . . . . . . . . . . . . . 17
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . . 17
Waiver and Amendment. . . . . . . . . . . . . . . . . . . . 17
Certain Federal Income Tax Consequences . . . . . . . . . . 17
Accounting Treatment. . . . . . . . . . . . . . . . . . . . 18
Markets and Market Prices . . . . . . . . . . . . . . . . . 18
Comparative Unaudited Per Share Data. . . . . . . . . . . . 19
Summary Financial Data. . . . . . . . . . . . . . . . . . . 19

INFORMATION REGARDING SPECIAL MEETING. . . . . . . . . . . . . . 23
General . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Date, Time and Place. . . . . . . . . . . . . . . . . . . . 23
Record Date; Vote Required. . . . . . . . . . . . . . . . . 23
Voting and Revocation of Proxies. . . . . . . . . . . . . . 23
Solicitation of Proxies . . . . . . . . . . . . . . . . . . 24

TERMS OF THE PROPOSED MERGER . . . . . . . . . . . . . . . . . . 25
General Description of the Merger . . . . . . . . . . . . . 25
Other Agreements. . . . . . . . . . . . . . . . . . . . . . 29
Background of and Reasons for the Merger; Board
Recommendations . . . . . . . . . . . . . . . . . . . . . 31
Opinion of Financial Advisor to TODAY'S . . . . . . . . . . 35
Conditions to the Merger. . . . . . . . . . . . . . . . . . 39
Termination of the Merger Agreement . . . . . . . . . . . . 41
Indemnification . . . . . . . . . . . . . . . . . . . . . . 42
Effective Time; Closing Date. . . . . . . . . . . . . . . . 42
Surrender of TODAY'S Stock Certificates and Receipt of
MBI Common Stock and/or Cash. . . . . . . . . . . . . . . 42
Fractional Shares . . . . . . . . . . . . . . . . . . . . . 43
Regulatory Approvals. . . . . . . . . . . . . . . . . . . . 43
Business Pending the Merger . . . . . . . . . . . . . . . . 43

- 6 -
<PAGE> 13

<CAPTION>
Page
----

<S> <C>
Waiver and Amendment. . . . . . . . . . . . . . . . . . . . 47
Accounting Treatment. . . . . . . . . . . . . . . . . . . . 47
Interests of Certain Persons in the Merger. . . . . . . . . 47
Effect on Stock Option and Employee Benefit Plans . . . . . 48

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. . . . . . 49

APPRAISAL RIGHTS OF STOCKHOLDERS OF TODAY'S. . . . . . . . . . . 53

PRO FORMA FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . 57
Comparative Unaudited Per Share Data. . . . . . . . . . . . 57
Pro Forma Combined Consolidated Financial Statements
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . 58

INFORMATION REGARDING MBI STOCK. . . . . . . . . . . . . . . . . 65
Description of MBI Common Stock and Attached Preferred
Share Purchase Rights . . . . . . . . . . . . . . . . . . 65
Restrictions on Resale of MBI Stock by Affiliates . . . . . 67
Comparison of the Rights of Shareholders of MBI and
Stockholders of TODAY'S . . . . . . . . . . . . . . . . . 67

SUPERVISION AND REGULATION . . . . . . . . . . . . . . . . . . . 71
General . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Certain Transactions with Affiliates. . . . . . . . . . . . 72
Payment of Dividends. . . . . . . . . . . . . . . . . . . . 72
Capital Adequacy. . . . . . . . . . . . . . . . . . . . . . 72
FDIC Insurance Assessments. . . . . . . . . . . . . . . . . 72
Proposals to Overhaul the Savings Association Industry. . . 73
Support of Subsidiary Banks . . . . . . . . . . . . . . . . 73
FIRREA and FDICIA . . . . . . . . . . . . . . . . . . . . . 74
Depositor Preference Statute. . . . . . . . . . . . . . . . 74
The Interstate Banking and Community Development
Legislation . . . . . . . . . . . . . . . . . . . . . . . 75

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . 75

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . 75

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . 76

SHAREHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . . . 76

ANNEX A -- APPRAISAL RIGHTS PROVISIONS OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE . . . . . .A-1

ANNEX B -- OPINION OF THE CHICAGO CORPORATION . . . . . . . . .B-1
</TABLE>

- 7 -
<PAGE> 14
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. STOCKHOLDERS OF TODAY'S 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 operated 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 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 ProxyStatement/
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

- 8 -
<PAGE> 15

reported total assets of $94 million, total deposits of $74 million,
total loans and leases of $52 million and shareholders' equity of $8
million.

On July 9, 1996, MBI entered into an agreement to acquire
First Financial Corporation of America ("First Financial"), a
Missouri corporation, located in Salem, Missouri. As of June 30,
1996, 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.

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 TODAY'S

TODAY'S, a Delaware corporation, was organized in 1977 and is
registered as a bank holding company under the BHCA. TODAY'S
currently owns all of the capital stock of: (i) TODAY'S BANK-East
("TODAY'S-East"), an Illinois state-chartered bank which owns and
operates two subsidiaries, TODAY'S MORTGAGE SOURCE and TODAY'S
FINANCIAL SERVICES, both of which are Illinois corporations; (ii)
TODAY'S BANK-West ("TODAY'S-West" and collectively with TODAY'S-
East, the "TODAY'S Banks"), an Illinois state-chartered bank; and
(iii) TODAY'S INSURANCE SOURCE AGENCY, LTD., an Illinois property
and casualty company, all of which operate from twelve locations in
northwestern Illinois. As of June 30, 1996, 2,751,198 shares of
TODAY'S Common Stock were issued and outstanding and stock options
to purchase 82,299 shares of TODAY'S Common Stock were outstanding.
As of June 30, 1996, TODAY'S reported, on a consolidated basis,
total assets of $510 million, total deposits of $438 million, total
loans and leases of $360 million and stockholders' equity of $48
million.

The principal executive offices of TODAY'S are located at 50
West Douglas Street, Freeport, Illinois 61032 and its telephone
number is (815) 235-8596.

THE PROPOSED MERGER

Subject to the satisfaction of the terms and conditions set
forth in the Merger Agreement, which are described below, TODAY'S
will be merged with and into Merger Sub. Upon consummation of the
Merger, the corporate existence of TODAY'S will terminate and
Merger Sub will continue as the surviving entity. Simultaneously
with the effectiveness of the Merger, and subject to elections of
stockholders and certain other adjustments intended to accommodate
the tax-deferred nature of the transaction for those stockholders
who receive solely shares of MBI Common Stock, each share of
TODAY'S Common Stock (other than shares as to which a TODAY'S
stockholder has perfected appraisal rights) will be converted into
the right to receive one of the following (i) the Cash Distribution
(cash equal to $30.79); (ii) the Stock Distribution (0.6923 of a
share of MBI Common Stock); or (iii) the Combined Distribution
(cash equal to $12.32 and 0.4154 of a share of MBI Common Stock).

Each TODAY'S stockholder will have the opportunity to elect
whether to receive per share of TODAY'S Common Stock as
consideration in the Merger: (i) the Cash Distribution (a "Cash
Election," in which case such stockholder's shares of TODAY'S
Common Stock shall be deemed "Cash Election Shares"); (ii) the
Stock Distribution (a "Stock Election," in which case such
stockholder's shares of TODAY'S Common Stock shall be deemed "Stock
Election Shares"); or (iii) the Combined Distribution (a "Combined
Election," in which case such stockholder's shares of TODAY'S
Common Stock shall be deemed "Combined Election Shares"). Enclosed
with this Proxy Statement/Prospectus is an election form (the
"Election Form"), whereby each TODAY'S stockholder

- 9 -
<PAGE> 16

may indicate a Cash Election, a Stock Election or a Combined Election.
In order for an Election Form to be effective, the Election Form must be
properly completed and duly executed by a TODAY'S stockholder and
returned to KeyCorp Shareholder Services, Inc. (the "Exchange
Agent") by 5:00 p.m., Central Time, on the date of the Special
Meeting (the "Election Deadline"). TODAY'S STOCKHOLDERS 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.

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

Each separate entry on the TODAY'S list of stockholders shall
be presumed to represent a separate and distinct holder of record
of TODAY'S 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 stockholder who fails to
deliver a properly completed and duly executed Election Form to the
Exchange Agent by the Election Deadline shall 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. Shares of TODAY'S
Common Stock as to which a TODAY'S stockholder has perfected
appraisal rights (the "Dissenting Shares") under Section 262 of The
General Corporation Law of the State of Delaware (the "DGCL") 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. Shares of TODAY'S Common Stock that are subject to
outstanding options (the "Option Shares") under the 1989
Nonqualified Stock Option Plan of TODAY'S (the "Stock Option Plan")
will be treated as Stock Election Shares for purposes of
determining the type and amount of Merger Consideration payable to
the holders of Option Shares; provided, however, that if the
aggregate number of shares of MBI Common Stock payable to the
holders of Stock Election Shares is reduced and replaced with the
Cash Distribution, as described below, in no event will the shares
of MBI Common Stock payable to the holders of Option Shares be so
reduced and replaced with the Cash Distribution.

- 10 -
<PAGE> 17

event in which the aggregate Cash Distribution payable to the holders
of Cash Election Shares is required to be reduced as described below.
A LESS-THAN-1% HOLDER WHO ACQUIRES ADDITIONAL SHARES OF TODAY'S
COMMON STOCK AFTER THE ELECTION DEADLINE AND THEREBY BECOMES A
HOLDER OF 1% OR MORE OF TODAY'S 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 TODAY'S COMMON STOCK, HAS
DELIVERED TO THE EXCHANGE AGENT AT OR BEFORE THE ELECTION DEADLINE
A PROPERLY EXECUTED CERTIFICATION REGARDING CERTAIN TAX MATTERS.

The actual Merger Consideration paid to each TODAY'S
stockholder upon consummation of the Merger may differ in form or
proportion from the Merger Consideration elected by each such
stockholder pursuant to an Election Form in the event that (i) the
aggregate number of shares of MBI Common Stock issuable as Merger
Consideration on the basis of the stockholders' elections exceeds
1,177,066 (an "Over-Election") or (ii) the aggregate number of
shares of MBI Common Stock issuable as Merger Consideration on the
basis of the stockholders' elections is less than 1,177,066 and
---
would be insufficient to allow Thompson Coburn, counsel to MBI
("MBI Counsel"), to render an opinion (the "Tax Opinion") that the
Merger will qualify as a reorganization under Section 368 of the
Code for federal income tax purposes (an "Under-Election"). See
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER." 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 (other than with
respect to Option Shares)) 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 1,177,066. 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, including the event that the
aggregate number of shares of MBI Common Stock issuable as Merger
Consideration on the basis of the stockholders' elections is less
than 1,177,066 but is sufficient to allow MBI Counsel to render the
Tax Opinion, the Merger Consideration paid to each TODAY'S
stockholder will be paid in the same form and proportion as such
stockholder 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 TODAY'S Common Stock). A more
detailed description of the process through which the Merger
Consideration will be determined and paid to the TODAY'S
stockholders, including the terms and conditions under which a
particular type of Merger Consideration elected by a TODAY'S
stockholder 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 1,177,066, then:

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

- 11 -
<PAGE> 18

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 consummation 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, by
subtracting the value of the shares of MBI Common Stock
received in the reallocation (using a deemed value of
$44.475 per share) from the product of the number of No
Election Shares held by such holder at the Effective Time
and $30.79;

(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 additional
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, due to such holder,
if any, by subtracting the value of the sum of the shares
of MBI Common Stock received in the Combined Distribution
and the additional shares of MBI Common Stock received in
the reallocation (using in both cases a deemed value of
$44.475 per share) from the product of the number of
Combined Election Shares held by such holder at the
Effective Time and $30.79; 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, by subtracting the value of the shares

- 12 -
<PAGE> 19

of MBI Common Stock received in the reallocation (using
a deemed value of $44.475 per share) from the product of
the number of Cash Election Shares, other than No Election
Shares and Dissenting Shares, held by such holder and
$30.79.

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 1,177,066, 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
1,177,066 (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 TODAY'S Common Stock, issue to each such
holder of Combined Election Shares the Cash Distribution;
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, other
than Option Shares, on a pro rata basis (based upon the
ratio of the number of Stock Election Shares, other than
Option Shares, owned by each such holder to the total
number of Stock Election Shares, other than Option
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 TODAY'S Common Stock, issue to each such holder
of Stock Election Shares the Cash Distribution.

EFFECT ON STOCK OPTION AND EMPLOYEE BENEFIT PLANS

Upon consummation of the Merger, MBI will assume the Stock
Option Plan, and all of the outstanding rights (whether or not then
exercisable) with respect to TODAY'S Common Stock pursuant to the
Stock Option Plan (collectively, the "TODAY'S Options") will be
converted into rights with respect to MBI Common Stock (the "Option
Conversion"). As a result of such assumption: (i) each outstanding
TODAY'S Option will be exercisable solely for shares of MBI Common
Stock; (ii) the number of shares of MBI Common Stock subject to the
TODAY'S Options will equal the number of Option Shares multiplied
by the Stock Distribution; and (iii) the per share exercise price
for each TODAY'S Option will be adjusted by dividing such exercise
price by the Stock Distribution.

- 13 -
<PAGE> 20

In addition, upon consummation of the Merger, Merger Sub will
honor all severance and other compensation contracts and provisions
for vested benefits under the employee plans of TODAY'S and its
subsidiaries earned or accrued through the Effective Time (as
defined below). MBI will take such steps as are necessary to
integrate the former employees of TODAY'S 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
Stock Option and Employee Benefit Plans."

REGULATORY APPROVALS

The Merger is subject to the prior approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve
Board"), the Illinois Commissioner of Banks and Real Estate (the
"Illinois Commissioner") and any other bank regulatory authority
that may be necessary or appropriate (the Federal Reserve Board,
the Illinois Commissioner 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"). MBI has filed the required applications for approval
with such Regulatory Authorities. In reviewing the Merger, the
Regulatory Authorities 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
requisite regulatory approvals will be granted or as to the timing
of such approvals. See "TERMS OF THE PROPOSED MERGER - Regulatory
Approvals" and "SUPERVISION AND REGULATION."

CONDITIONS TO THE MERGER

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 TODAY'S Common Stock, the receipt of the
requisite approvals from the Regulatory Authorities and the receipt
of the Tax Opinion. For a discussion of each of the conditions to
the Merger, see "TERMS OF THE PROPOSED MERGER - Conditions to the
Merger."

EFFECTIVE TIME; CLOSING DATE

Unless MBI, Merger Sub and TODAY'S otherwise agree in writing,
the Merger will become effective (the "Effective Time") upon later
of (i) the issuance of a certificate of merger by the Office of the
Secretary of State of the State of Missouri and (ii) the filing of
a certificate of merger with the Office of the Secretary of State
of the State of Delaware; provided, however, that the Effective
Time will occur no later than the first business day of the first
full calendar month commencing at least five business days after
the approval of the Merger Agreement by the stockholders of
TODAY'S, the approval of the Merger by the Regulatory Authorities
and the expiration of all waiting periods following such regulatory
approvals. The Closing Date shall occur upon the date that the
Effective Time occurs.

TERMINATION OF THE MERGER AGREEMENT

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 March 31, 1997. See "TERMS
OF THE PROPOSED MERGER - Conditions to the Merger" and
"- Termination of the Merger Agreement."

- 14 -
<PAGE> 21

OTHER AGREEMENTS

In addition to and contemporaneously with the Merger
Agreement, MBI and TODAY'S executed a Stock Option Agreement (the
"Option Agreement") and MBI and each of the directors of TODAY'S
executed separate Voting Agreements (the "Voting Agreements"). The
following is a summary of the material terms of the Option
Agreement and the Voting Agreements.

OPTION AGREEMENT. Pursuant to the Option Agreement, TODAY'S
issued to MBI an option (the "Option") to purchase up to 483,771
shares of TODAY'S Common Stock at a price of $24.00 per share (the
"Option Price"). The Option is exercisable upon the occurrence of
certain events generally relating to the failure of TODAY'S to
consummate the Merger because of a material change or potential
material change in the ownership of TODAY'S, all as set forth in
the Option Agreement. None of such events has occurred as of the
date hereof. TODAY'S granted the Option as a condition of and in
consideration for MBI's entering into the Merger Agreement. The
Option is intended to increase the likelihood that the Merger will
be consummated in accordance with the terms of the Merger
Agreement. Consequently, the Option may have the effect of
discouraging a person who might now or prior to the consummation of
the Merger consider or propose the acquisition of TODAY'S (or a
significant interest in TODAY'S), even if such person were prepared
to pay a higher price per share for TODAY'S Common Stock than the
price per share implicit in the Merger Consideration. In the event
MBI acquires shares of TODAY'S Common Stock pursuant to the Option,
it could vote those shares in the election of TODAY'S directors and
other matters requiring a stockholder vote, thereby potentially
having a material impact on the outcome of such matters. For
additional information regarding the Option Agreement, see "TERMS
OF THE PROPOSED MERGER-Other Agreements-Option Agreement."

VOTING AGREEMENTS. Pursuant to the Voting Agreements, each of
the directors of TODAY'S agreed that he or she will vote all of the
shares of TODAY'S Common Stock then owned or subsequently acquired
and over which he or she has, or, prior to the Record Date (as
herein defined) acquires, voting control in favor of the approval
and adoption 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 TODAY'S, each director
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 TODAY'S to a third party. Each
director also agreed not to transfer such shares of TODAY'S Common
Stock unless, prior to such transfer, the transferee executes an
agreement in substantially the same form as the Voting Agreement
and reasonably satisfactory to MBI. As of the Record Date, the
directors of TODAY'S owned beneficially an aggregate of ----------
shares of TODAY'S Common Stock (excluding Option Shares), or
approximately --------% of the issued and outstanding shares. See
"TERMS OF THE PROPOSED MERGER - Other Agreements - Voting
Agreements."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Each of Dan Heine, President and Chief Executive Officer of
TODAY'S, and R. William Owen, Executive Vice President and Chief
Financial Officer of TODAY'S, is party to an employment agreement
with TODAY'S. Under each such employment agreement, if such
executive officer's employment is "terminated" by TODAY'S within
two years after a "change in control" other than for "cause" (all
terms as defined in the employment agreements), the executive
officer will be entitled to a severance payment equal to 250% of
the base salary, incentive compensation and bonus payments paid to
such executive officer in the calendar year prior to the year in
which the change in control occurs, subject to reduction to the
extent any portion of the payment would constitute an "excess
parachute payment" under Section 280G of the Code.

- 15 -
<PAGE> 22

In addition, each of Douglas L. Mitchell, C. Brad Zulke,
Douglas M. Cross and Jeffrey P. Mozena is party to a severance
agreement with TODAY'S. Under each such severance agreement, if
such executive officer's employment is "terminated" by TODAY'S or
the executive officer terminates his employment after the executive
officer's job duties and responsibilities are "substantially
reduced" other than for "cause" within twelve months of a "change
of control" (all terms as defined in the severance agreements), the
executive officer will be entitled to a severance payment equal to
100% of the base salary, incentive compensation and bonus payments
paid to the executive officer by TODAY'S in the calendar year prior
to the year in which the change of control occurs.

MBI has also agreed that any indemnification obligations of
TODAY'S in favor of the employees, agents, directors or officers
of TODAY'S existing on March 19, 1996 shall continue in effect
following the Merger. In addition, as of the Effective Time, MBI's
current insurance policy will provide coverage for "prior acts" of
the directors and officers of TODAY'S. See "TERMS OF THE PROPOSED
MERGER - Interests of Certain Persons in the Merger."

SPECIAL MEETING OF TODAY'S STOCKHOLDERS

The Special Meeting will be held on -------------, 1996, at
- --:-- -.m. Central Time, at the Business Conference Center of
Highland Community College, 2998 West Pearl City Road, Freeport,
Illinois. TODAY'S stockholders owning at least two-thirds of the
outstanding shares of TODAY'S Common Stock must vote to approve and
adopt the Merger Agreement. Only holders of record of TODAY'S
Common Stock at the close of business on -----------------, 1996
(the "Record Date") will be entitled to notice of, and to vote at,
the Special Meeting. At such date, there were ----------------
shares of TODAY'S Common Stock outstanding.

As of the Record Date, directors and executive officers of
TODAY'S and their affiliates owned beneficially an aggregate of
- ---------- shares of TODAY'S Common Stock (excluding Option
Shares), or approximately -----% of the shares entitled to vote at
the Special Meeting. Each of the directors of TODAY'S, pursuant to
the terms of his or her respective Voting Agreement, have committed
to vote his or her shares of TODAY'S Common Stock for the approval
of the Merger Agreement. As of the Record Date, such directors
owned beneficially an aggregate of ------, or approximately ---%,
of the issued and of TODAY'S Common Stock (excluding Option
Shares).

THE BOARD OF DIRECTORS OF TODAY'S HAS CAREFULLY CONSIDERED AND
UNANIMOUSLY APPROVED THE TERMS OF THE MERGER. THE BOARD HAS
DETERMINED THAT THE MERGER IS IN THE BEST INTEREST OF TODAY'S AND
ITS STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT.
- ---

REASONS FOR THE MERGER

The TODAY'S Board of Directors believes the Merger will enable
TODAY'S to (i) enhance its competitiveness and its ability to serve
its depositors, customers and the communities in which it operates
while maintaining a community banking approach and (ii) offer to
the TODAY'S stockholders who receive MBI Common Stock as
consideration on the Merger certain tax deferral benefits along
with the prospect of higher dividends and a higher trading value.
MBI's Board of Directors believes that the Merger will enable MBI
to (i) increase its presence in northwestern Illinois 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."

- 16 -
<PAGE> 23

OPINION OF FINANCIAL ADVISOR TO TODAY'S

The Chicago Corporation ("TCC") has served as financial
advisor to TODAY'S and has rendered an opinion to the Board of
Directors of TODAY'S that the consideration to be received by the
TODAY'S stockholders in the Merger is fair to the TODAY'S
stockholders from a financial point of view (the "TCC Opinion").
A copy of the TCC 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
TODAY'S."

FRACTIONAL SHARES

No fractional shares of MBI Common Stock will be issued to the
stockholders of TODAY'S in connection with the Merger. Each holder
of TODAY'S 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 the closing stock
price of MBI Common Stock on the NYSE Composite Tape as reported in
The Wall Street Journal on the Closing Date (the "MBI Stock
Price"). Cash received by TODAY'S stockholders in lieu of
fractional shares may give rise to taxable income. See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER."

APPRAISAL RIGHTS

Under DGCL each holder of TODAY'S Common Stock may, in lieu of
receiving the Merger Consideration, seek appraisal of 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 262 of the DGCL, the text of which
is attached hereto as Annex A. Failure to follow such procedures
-------
may result in a loss of such stockholder's appraisal rights. Any
TODAY'S stockholder returning a blank executed proxy card will be
deemed to have approved and adopted the Merger Agreement, thereby
waiving any such appraisal rights. See "APPRAISAL RIGHTS OF
STOCKHOLDERS OF TODAY'S."

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 or
stockholders, as the case may be, 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 TODAY'S
stockholders 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
TODAY'S stockholders or (ii) adversely affect the tax treatment of
the TODAY'S stockholders.

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, TODAY'S and certain holders of TODAY'S Common Stock, the
Merger will constitute a "reorganization" for federal income tax
purposes and that, accordingly, no gain

- 17 -
<PAGE> 24

or loss will be recognized by TODAY'S stockholders who exchange their
shares of TODAY'S Common Stock solely for shares of MBI Common Stock
in the Merger. However, TODAY'S stockholders who receive cash in exchange
for TODAY'S Common Stock (whether in lieu of fractional shares or as a
Cash Distribution or Combined Distribution) may recognize taxable
income, but not in excess of the amount of cash received. MBI
Counsel has also delivered the Tax Opinion to the effect that,
assuming the Option Conversion occurs in accordance with the Merger
Agreement, holders of TODAY'S Options will recognize no gain or
loss as a result of the Option Conversion. EACH TODAY'S
STOCKHOLDER AND EACH HOLDER OF TODAY'S OPTIONS IS URGED TO CONSULT
HIS OR HER OWN TAX ADVISOR TO DETERMINE THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TO SUCH STOCKHOLDER. See "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER."

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
March 19, 1996, the last trading date preceding the public
announcement of the Merger, was $45.25. TODAY'S Common Stock is
quoted on the Nasdaq National Market under the symbol "TDAY." The
last sale price reported for TODAY'S Common Stock on March 19,
1996, was $26.75.

The following table sets forth for the periods indicated the
high and low prices per share of MBI Common Stock and TODAY'S
Common Stock as reported on the NYSE and by the Nasdaq National
Market, respectively, 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 TODAY'S
--------------------------------- ---------------------------------
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 $20.000 $17.000 $.125
Second Quarter 38.125 31.125 .28 19.250 17.000 .125
Third Quarter 39.250 34.875 .28 18.500 16.500 .125
Fourth Quarter 36.875 29.500 .28 18.250 16.000 .125

1995
- ----
First Quarter $37.250 $31.250 $.33 $17.500 $16.250 $.1250
Second Quarter 44.875 36.000 .33 17.250 17.000 .1375
Third Quarter 47.000 41.625 .33 21.000 17.000 .1375
Fourth Quarter 46.500 41.500 .33 24.250 20.000 .1375

1996
- ----
First Quarter $46.500 $41.500 $.41 $30.250 $22.000 $.1375
Second Quarter 47.875 43.500 .41 30.750 29.000 .1500
Third Quarter (through
- --------, 1996)<F1>

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

- 18 -
<PAGE> 25

COMPARATIVE UNAUDITED PER SHARE DATA

The following table sets forth for the periods indicated
selected historical per share data of MBI and TODAY'S 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 First Financial. The data presented is based upon
the supplemental consolidated financial statements, consolidated
financial statements and related notes of MBI and the consolidated
financial statements and related notes of TODAY'S 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 First Financial had been consummated
prior to the periods indicated.

</TABLE>
<TABLE>
<CAPTION>
MBI/ MBI/
MBI/TODAY'S MBI/TODAY'S ALL ENTITIES ALL ENTITIES
MBI TODAY'S 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 $ 17.40 $ 25.65 $ 17.76 $ 25.65 $ 17.76
December 31, 1995 26.04 16.96 26.05 18.03 26.05 18.03

Cash Dividends Declared per Share:
Six Months ended June 30, 1996 $ .82 $ .2875 $ .82 $ .57 $ .82 $ .57
Year ended December 31, 1995 1.32 .5375 1.32 .92 1.32 .91

Earnings per Share:
Six Months ended June 30, 1996 $ 1.10 $ .93 $ .99 $ .69 $ .99 $ .69
Year ended December 31, 1995 3.74 1.79 3.62 2.51 3.63 2.51

Market Price per Share:
At March 19, 1996 <F4> $ 45.25 $ 26.75 n/a n/a n/a n/a
At --------, 1996 <F4> n/a n/a n/a n/a

<FN>
- -----------------
<F1> Includes the effect of pro forma adjustments for TODAY'S, 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 0.6923, 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 TODAY'S,
Peoples and 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 and TODAY'S Common Stock
was determined as of the last trading day preceding the
public announcement of the proposed Merger and as of the
latest available date prior to the filing of the Proxy
Statement/Prospectus, based on the last sale price as
reported on the NYSE Composite Tape and the Nasdaq National
Market, respectively.
</TABLE>

SUMMARY FINANCIAL DATA

The following table sets forth for the periods indicated
certain summary historical consolidated financial information for
MBI and TODAY'S. 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 TODAY'S 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 TODAY'S 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,

- 19 -
<PAGE> 26

1996 and 1995 are taken from the unaudited consolidated financial
statements and supplemental unaudited consolidated financial
statements of MBI and the unaudited consolidated financial statements
of TODAY'S as of and for the six months ended June 30, 1996 and 1995.
The data for each of the above periods include all adjustments which
are, in the opinion of the respective managements of MBI and TODAY'S,
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 TODAY'S, and the related notes
thereto, included 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."

- 20 -
<PAGE> 27

<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>

- 21 -
<PAGE> 28

<TABLE>
TODAY'S BANCORP, 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 SHARE DATA <F1>
Net income <F2> $ .93 $ .79 $ 1.79 $ 1.37 $ 1.65 $ 1.39 $ 1.29
Dividends declared .2875 .2625 .5375 .5000 .4400 .3917 .3667
Book value at period end 17.40 16.12 16.96 15.09 14.73 13.43 12.48
Average common shares outstanding 2,751 2,732 2,743 2,705 2,653 2,647 2,620
(thousands)

EARNINGS (THOUSANDS)<F3><F4>
Interest income $ 19,395 $ 19,083 $ 39,180 $ 31,132 $ 26,829 $ 26,937 $ 30,103
Interest expense 9,792 9,513 19,775 14,176 12,518 13,851 16,757
-------- -------- -------- -------- -------- -------- --------
Net interest income 9,603 9,570 19,405 16,956 14,311 13,086 13,346
Provision for possible loan losses 560 330 960 502 360 462 510
Other income 2,399 2,541 4,981 4,370 7,296 5,605 3,752
Other expense 7,485 8,523 15,960 15,463 14,923 12,962 11,722
Income taxes 1,391 1,118 2,587 1,682 1,973 1,605 1,493
-------- -------- -------- -------- -------- -------- --------
Net income $ 2,566 $ 2,140 $ 4,879 $ 3,679 $ 4,351 $ 3,662 $ 3,373
======== ======== ======== ======== ======== ======== ========

ENDING BALANCE SHEET (THOUSANDS)<F3><F4>
Total assets $509,538 $508,103 $518,484 $489,366 $417,335 $382,336 $357,190
Investment and mortgage-backed
securities 102,710 111,183 110,970 105,891 102,742 115,760 99,710
Loans and leases,
net of unearned income 360,390 357,262 363,534 332,070 281,709 220,631 206,234
Borrowings and advances
from Federal Home Loan Bank 11,397 16,297 13,497 13,797 20,000 4,033 2,333
Stockholders' equity 47,867 44,043 46,514 40,832 39,074 35,450 32,706
Reserve for possible loan losses 3,538 3,032 3,289 3,144 2,737 2,515 2,547

SELECTED RATIOS
Return on average assets 1.01% .87% .97% .84% 1.11% 1.01% .97%
Return on average equity 10.80 10.20 11.15 9.23 11.74 10.74 10.70
Net interest rate margin 4.14 4.29 4.26 4.35 4.10 3.40 3.58
Equity to assets 9.39 8.55 8.67 9.09 9.47 9.41 8.99
Reserve for possible loan losses to:
Outstanding loans .98 .85 .90 .95 .97 1.14 1.24
Non-performing loans 253.98 90.97 179.33 129.92 153.68 101.82 89.81
Dividend payout ratio 30.79 33.27 30.03 36.50 26.67 28.25 28.50

<FN>
- -----------------
<F1> Prior year per share statistics were adjusted to give
retroactive effect to the three-for-two stock split in
February 1993.
<F2> Based on weighted average common shares outstanding.
<F3> Results of operations and assets of Tri-State Bank & Trust
Company are included since October 1994.
<F4> Results of operations and assets of Whaples & Farmers State
Bank of Neponset are included through divestiture in March 1992.
</TABLE>

- 22 -
<PAGE> 29

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

GENERAL

This Proxy Statement/Prospectus is being furnished to
holders of TODAY'S Common Stock in connection with the
solicitation of proxies by the Board of Directors of TODAY'S for
use at the Special Meeting and any adjournments or postponements
thereof at which the stockholders of TODAY'S 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 Stockholders, a proxy card, an Election Form and
related instructions, a certification regarding certain tax
matters, a white, self-addressed return envelope to Chase Mellon
Shareholder Services, L.L.C. ("Chase Mellon") for the proxy card
and a blue, self-addressed return envelope to the Exchange Agent
for the Election Form and the tax certification. These materials
are being first mailed to stockholders of TODAY'S on
- --------------, 1996.

This Proxy Statement/Prospectus is also furnished by
MBI to each holder of TODAY'S Common Stock as a prospectus in
connection with the issuance by MBI of shares of MBI Common Stock
upon the consummation of the Merger.

DATE, TIME AND PLACE

The Special Meeting will be held at the Business
Conference Center of Highland Community College, 2998 West Pearl
City Road, Freeport, Illinois, on ------------, -------------,
1996, at ------ ---.m., Central Time.

RECORD DATE; VOTE REQUIRED

On the Record Date, there were ---------- shares of
TODAY'S 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 TODAY'S Common Stock is required to approve
the Merger Agreement.

As of the Record Date, directors and executive officers
of TODAY'S and their affiliates owned beneficially an aggregate
of ---------- shares of TODAY'S Common Stock (excluding Option
Shares), or approximately -------% of the outstanding shares of
TODAY'S Common Stock entitled to vote at the Special Meeting.
Each of the directors of TODAY'S, pursuant to the terms of his or
her respective Voting Agreement, has committed to vote his or her
shares of TODAY'S Common Stock for the approval of the Merger
Agreement. As of the Record Date, the directors of TODAY'S owned
beneficially an aggregate of ---------- shares of TODAY'S Common
Stock (excluding Option Shares), or approximately ------% of the
issued and outstanding shares.

VOTING AND REVOCATION OF PROXIES

Shares of TODAY'S 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 TODAY'S STOCKHOLDER RETURNING AN
EXECUTED PROXY CARD WHICH DOES NOT PROVIDE INSTRUCTIONS TO VOTE
AGAINST THE APPROVAL AND ADOPTION OF THE MERGER

- 23 -
<PAGE> 30

AGREEMENT WILL BE DEEMED TO HAVE APPROVED THE MERGER AGREEMENT. Failure
to return a properly 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 and adoption of the Merger
Agreement.

Any stockholder of TODAY'S giving a proxy may revoke it
at any time prior to the vote at the Special Meeting.
Stockholders of TODAY'S wishing to revoke a proxy prior to the
vote may do so by delivering to the Secretary of TODAY'S at 50
West Douglas Street, Freeport, Illinois 61032, 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 TODAY'S 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 TODAY'S.

SOLICITATION OF PROXIES

TODAY'S 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
TODAY'S may also solicit proxies in person or by telephone.
Directors, executive officers and any other employees of TODAY'S
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. In addition, TODAY'S has engaged Chase Mellon
Shareholder Services, L.L.C. to serve as inspector and count
proxies received from the stockholders of TODAY'S. TODAY'S has
agreed to pay Chase Mellon approximately $5,000 plus out-of-
pocket expenses for its services to be rendered on behalf of
TODAY'S.

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

- 24 -
<PAGE> 31

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 TODAY'S stockholders and other adjustments intended to
accommodate the tax-deferred nature of the transaction under the
federal income tax laws for those TODAY'S stockholders who
receive solely shares of MBI Common Stock, each share of TODAY'S
Common Stock will be converted into the right to receive one of
the following: (i) cash equal to $30.79; (ii) 0.6923 of a share
of MBI Common Stock; or (iii) both an amount in cash equal to
$12.32 and 0.4154 of a share of MBI Common Stock. Accordingly,
each TODAY'S stockholder 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 TODAY'S stockholders 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
TODAY'S stockholder and returned to the Exchange Agent by the
Election Deadline. TODAY'S STOCKHOLDERS 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 TODAY'S list of stockholders
shall be presumed to represent a separate and distinct holder of
record of TODAY'S 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, if such
notice is received by the Exchange Agent by the Election
Deadline. Any stockholder who fails to deliver a properly
completed and duly executed Election Form to the Exchange Agent
by the Election Deadline shall be deemed to have made a No
Election and such holder's shares shall be deemed to be No
Election Shares.

- 25 -
<PAGE> 32

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.
Option Shares will be treated as Stock Election Shares for
purposes of determining the type and amount of Merger
Consideration payable to the holders of Option Shares; provided,
however, that if the aggregate number of shares of MBI Common
Stock payable to the holders of Stock Election Shares is reduced
and replaced with the Cash Distribution, as described below, in
no event will the shares of MBI Common Stock payable to the
holders of Option Shares be so reduced and replaced with the Cash
Distribution.

Pursuant to the Merger Agreement, any holder of 1% or
more of TODAY'S 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 (which certification will be provided to the
TODAY'S stockholders with the Election Form) shall be deemed to
have made a timely election to receive the Cash Distribution, and
all shares of TODAY'S Common Stock held by such holder shall be
deemed to be Cash Election Shares for all purposes, including the
replacement of the cash payable to such holders of Cash Election
Shares with shares of MBI Common Stock, in the event that the
aggregate Cash Distribution payable to the holders of Cash
Election Shares is required to be reduced as described below. A
LESS-THAN-1% HOLDER WHO ACQUIRES ADDITIONAL SHARES OF TODAY'S
COMMON STOCK AFTER THE ELECTION DEADLINE AND THEREBY BECOMES A
HOLDER OF 1% OR MORE OF TODAY'S 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 TODAY'S COMMON STOCK, HAS
DELIVERED TO THE EXCHANGE AGENT AT OR BEFORE THE ELECTION
DEADLINE A PROPERLY EXECUTED CERTIFICATION REGARDING CERTAIN TAX
MATTERS.

The actual Merger Consideration paid to each TODAY'S
stockholder upon consummation of the Merger may differ in form or
proportion from the Merger Consideration elected by each such
stockholder 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 pursuant to the
stockholders' elections exceeds 1,177,066; or (ii) an Under-
Election, whereby the aggregate number of shares of MBI Common
Stock issuable as Merger Consideration pursuant to the
stockholders' elections is less than 1,177,066 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. See "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER." 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 (other than with respect to
Option Shares)) 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 1,177,066. 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
(other than Dissenting 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 TODAY'S stockholder will be in the same form and
proportion as such stockholder 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 TODAY'S
Common Stock). A more detailed description of the process
through which the Merger Consideration will be determined and
paid to the TODAY'S stockholders, including the terms and
conditions under which a particular type of Merger Consideration
elected by a TODAY'S stockholder may be replaced by another type
of Merger Consideration, is set forth below.

- 26 -
<PAGE> 33

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
1,177,066, 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 Election Shares owned by each
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, by subtracting the value of
the shares of MBI Common Stock received in the
reallocation (using a deemed value of $44.475 per
share) from the product of the number of No
Election Shares held by such holder at the
Effective Time and $30.79;

(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, due to such holder, if
any, by subtracting the value of the sum of the
shares of MBI Common Stock received in the
Combined Distribution and the additional shares of
MBI Common Stock received in the reallocation
(using in both cases a deemed value of $44.475 per
share) from the product of the number of Combined
Election Shares held by such holder at the
Effective Time and $30.79; and

- 27 -
<PAGE> 34

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, by subtracting the value of the shares of
MBI Common Stock received in the reallocation (using a
deemed value of $44.475 per share) from the product of the
number of Cash Election Shares, other than No Election
Shares and Dissenting Shares, held by such holder and
$30.79.

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
1,177,066, then:

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

(ii) the Exchange Agent will determine the number by which
the shares of MBI Common Stock issuable pursuant to the Stock
Distribution and the Combined Distribution exceeds 1,177,066 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 the Combined
Distribution for each share of TODAY'S Common Stock, issue
to each such holder of Combined Election Shares the
Cash Distribution; 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, other than
Option Shares, on a pro rata basis (based upon the ratio of
the number of Stock Election Shares, other than Option
Shares, owned by each such holder to the total number of
Stock Election Shares, other than Option 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 TODAY'S Common Stock,
issue to each such holder of Stock Election Shares the Cash
Distribution.

The amount and nature of the Merger Consideration was established
through arm's-length negotiations between MBI and TODAY'S and reflects the
balancing of a number of countervailing factors.

- 28 -
<PAGE> 35

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
TODAY'S STOCKHOLDER OR AT ANY OTHER TIME. THE FAIR MARKET VALUE
OF MBI COMMON STOCK AT THE TIME IT IS RECEIVED BY A TODAY'S
STOCKHOLDER MAY BE GREATER OR LESS THAN THE CURRENT FAIR MARKET
VALUE OF MBI COMMON STOCK DUE TO NUMEROUS MARKET FACTORS.

As soon as practicable following the Closing Date, the
Exchange Agent will mail to each TODAY'S stockholder 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 TODAY'S Common Stock for such holder's portion of
the Merger Consideration. Each such stockholder 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 TODAY'S Common
Stock held by such stockholder in order to receive the cash
and/or a certificate representing the MBI Common Stock to which
such stockholder 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 TODAY'S stockholder with respect to the MBI Common Stock
issuable as Merger Consideration until such stockholder's letter
of transmittal and stock certificates, or documentation
reasonably acceptable to the Exchange Agent in lieu of lost or
destroyed certificates formerly representing TODAY'S 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 stockholders (without interest and less any taxes that
may have been imposed thereon). See "- Surrender of TODAY'S
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 the 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 stockholders of TODAY'S who
are deemed to be "affiliates" of TODAY'S. 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."

OTHER AGREEMENTS

In addition to and contemporaneously with the Merger
Agreement, MBI and TODAY'S executed the Option Agreement and MBI
and each of the directors of TODAY'S executed separate Voting
Agreements. The following is a summary of the material terms of
the Option Agreement and the Voting Agreements:

OPTION AGREEMENT. Under the terms of the Option
Agreement, TODAY'S issued to MBI an option to purchase up to
483,771 shares of TODAY'S Common Stock at a price per share equal
to $24.00. The Option was granted by TODAY'S as a condition of
and in consideration for MBI's entering into the Merger
Agreement. THE FOLLOWING DESCRIPTION DOES NOT PURPORT TO BE
COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
OPTION AGREEMENT, WHICH IS ATTACHED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE.

- 29 -
<PAGE> 36

The Option is intended to increase the likelihood that
the Merger will be consummated in accordance with the terms of
the Merger Agreement. The occurrence of certain events described
below could cause the Option to become exercisable and thereby
significantly increase the cost of the acquisition of TODAY'S.
Consequently, the Option may (i) have the effect of discouraging
a person who might now or prior to the consummation of the Merger
consider or propose the acquisition of TODAY'S (or a significant
interest in TODAY'S), even if such a person were prepared to pay
a higher price per share for TODAY'S Common Stock than the price
per share implicit in the Merger Consideration, (ii) result in
the proposal by a potential acquiror of a lower per share price
than such acquiror might otherwise have been willing to pay or
(iii) prevent a potential acquiror from accounting for the
acquisition of TODAY'S through the pooling-of-interests method
for a period of two years and thereby discourage or preclude the
acquisition of TODAY'S.

As of the Record Date, the maximum number of shares
issuable pursuant to the Option (the "MBI Option Shares")
represented ------% of the issued and outstanding shares of
TODAY'S Common Stock after giving effect to the exercise of the
Option. The Option exercise price is $24.00 per share. In the
event MBI acquires the MBI Option Shares, MBI could vote such
shares in the election of TODAY'S directors and other matters
requiring a stockholder vote, thereby potentially having a
material impact on the outcome of such matters.

If not then in material breach of the Merger Agreement,
MBI may exercise the Option, in whole or in part, at any time or
from time to time if a Purchase Event (as defined below) has
occurred; provided, however, that: (i) to the extent the Option
has not been exercised, it will terminate and be of no further
force and effect upon the earlier to occur of (A) the Effective
Time and (B) the termination of the Merger Agreement in
accordance with its terms, provided that in the case of certain
terminations of the Merger Agreement, as specified in the Option
Agreement, the Option will not terminate until the date that is
twelve months following such termination; (ii) if the Option
cannot be exercised on such day because of any injunction, order
or similar restraint issued by a court of competent jurisdiction,
the Option will expire on the thirtieth business day after such
injunction, order or restraint has been dissolved or when such
injunction, order or restraint has become permanent and is no
longer subject to appeal, as the case may be; and (iii) any such
exercise will be subject to compliance with applicable law,
including the BHCA.

A "Purchase Event" means any of the following events:
(i) TODAY'S or any of its subsidiaries, without having received
prior written consent from MBI, has entered into, authorized,
recommended, proposed or publicly announced its intention to
enter into, authorize, recommend or propose an agreement,
arrangement or understanding with any person (other than MBI or
any of its subsidiaries) to (A) effect a merger, consolidation or
similar transaction involving TODAY'S or any of its subsidiaries,
(B) purchase, lease or otherwise acquire 15% or more of the
assets of TODAY'S or any of its subsidiaries or (C) purchase or
otherwise acquire (including by way of merger, consolidation,
share exchange or similar transaction) beneficial ownership of
securities representing 15% or more of the voting power of
TODAY'S or any of its subsidiaries; (ii) any person (other than
MBI or any subsidiary of MBI, or TODAY'S or any subsidiary of
TODAY'S in a fiduciary capacity) has acquired beneficial
ownership or the right to acquire beneficial ownership of 15% or
more of the voting power of TODAY'S; or (iii) the holders of
TODAY'S Common Stock have not approved the Merger Agreement at
the Special Meeting, the Special Meeting has not been held or is
cancelled prior to termination of the Merger Agreement in
accordance with its terms or the TODAY'S Board of Directors has
withdrawn or modified in a manner adverse to MBI the
recommendation of TODAY'S Board of Directors with respect to the
Merger Agreement, in each case after an Extension Event.

- 30 -
<PAGE> 37
An "Extension Event" means any of the following events: (i)
a Purchase Event; (ii) any person (other than MBI or any of its
subsidiaries) has "commenced" (as such term is defined in Rule
14d-2 under the Exchange Act) or has filed a registration
statement under the Securities Act with respect to a tender offer
or exchange offer to purchase shares of TODAY'S Common Stock such
that, upon consummation of such offer, such person would have
beneficial ownership or the right to acquire beneficial ownership
of 15% or more of the voting power of TODAY'S; or (iii) any
person (other than MBI or any subsidiary of MBI, or TODAY'S or
any subsidiary of TODAY'S in a fiduciary capacity) has publicly
announced its willingness, a proposal or an intention to make a
proposal, (x) to make an offer described in clause (ii) above or
(y) to engage in a transaction described in clause (i) above.

Subject to regulatory approval, upon the occurrence of a
Purchase Event and until thirteen months thereafter, TODAY'S
shall be required, upon MBI's request, to repurchase any shares
of TODAY'S Common Stock purchased by MBI, at a price based on the
market price or the highest price per share at which a tender or
exchange offer has been made for shares of TODAY'S Common Stock
(the "Market Price"), or to purchase the Option for the amount by
which the Market Price exceeds the Option Price.

At the request of TODAY'S during the first six-month period
commencing thirteen months following the first occurrence of a
Purchase Event, TODAY'S may repurchase from MBI, and MBI shall
sell to TODAY'S, all (but not less than all) of the TODAY'S
Common Stock acquired by MBI pursuant to the Option at a price
per share equal to the greater of (i) the Market Price or (ii)
the sum of (A) the aggregate purchase price of such shares plus
(B) interest on the aggregate purchase price paid for such shares
from the date of purchase to the date of repurchase, less any
dividends received on such shares.

To the best of MBI's and TODAY'S knowledge, no Purchase
Event or Extension Event has occurred as of the date of this
Proxy Statement/Prospectus.

VOTING AGREEMENTS. Under the terms of the Voting
Agreements, each director of TODAY'S agreed that he or she will
vote all of the shares of TODAY'S Common Stock that he or she
then owns or subsequently acquires and over which he or she then
has, or prior to the Record Date acquires, voting control in
favor of the approval and adoption 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 TODAY'S and
MBI, each such director further agreed that he or she 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 TODAY'S to any person other than MBI or its affiliates.
Each such director also agreed that he or she will not transfer
shares of TODAY'S Common Stock unless, prior to such transfer,
the transferee executes an agreement in substantially the same
form as the Voting Agreement and reasonably satisfactory to MBI.
As of the Record Date, the directors of TODAY'S owned
beneficially an aggregate of -------- shares of TODAY'S Common
Stock (excluding option shares), or approximately ------% of the
issued and outstanding shares.

BACKGROUND OF AND REASONS FOR THE MERGER; BOARD RECOMMENDATIONS

BACKGROUND OF THE MERGER. The Board of Directors of TODAY'S
(the "Board") has considered for some time the future role of
TODAY'S in the changing banking environment. The Board has
consulted with TCC on a number of occasions with regard to the
strategic alternatives of TODAY'S, including the acquisition of
other financial institutions by TODAY'S and a possible merger,
sale, consolidation or other business combination involving
TODAY'S. The Board consulted with TCC because TCC is a
nationally recognized investment banking firm regularly engaged,
with respect to banks

- 31 -
<PAGE> 38
and bank holding companies, in the valuation of businesses and their
securities. The Board has considered such factors as a potential
increase in competition from bank and non-bank sources, the
prospects for future growth through mergers and acquisitions in
Illinois and other states as well as the ability of TODAY'S to
develop new products on a profitable basis. In light of the
foregoing, the Board concluded that affiliation of TODAY'S with a
major banking organization with substantial resources could possibly
be in the best interest of the stockholders, employees and
communities of TODAY'S.

At its September and October 1995 meetings, management
reviewed with the Board the various strategic alternatives for
TODAY'S, including the question of whether TODAY'S should
continue as an independent entity. Following the October 1995
Board meeting and pursuant to the Board's instructions,
management contacted four regional multibank holding companies to
determine if any of such companies would be interested in
affiliating with TODAY'S. No formal discussions or negotiations
with such companies were undertaken at this point.

At the regularly scheduled December 1995 Board meeting,
management and TCC advised the Board that two bank holding
companies, one of which was MBI, had orally indicated an interest
in exploring, on a preliminary basis, a possible affiliation with
TODAY'S and had given preliminary expressions of value.
Management and TCC advised the Board that both companies signed
confidentiality agreements with TODAY'S and that arrangements had
been made with the companies to share financial and other
information. The Board then reviewed the financial terms of each
company's indication of interest. Thereafter, pursuant to the
direction of the Board, management and TCC contacted both
companies to see if either was interested in increasing its
indication of interest.

At a special Board meeting in late December 1995, management
and TCC reported to the Board that both bank holding companies
had increased their indications of interest. The Board reviewed
the new indications of interest in detail. After considerable
discussion, management and the Board concluded that, in their
opinion, MBI's indication of interest provided the most value to
the stockholders of TODAY'S. The Board instructed management and
TCC to contact both companies to discuss their indications of
interest further. At a special Board meeting in early January
1996, TCC advised the Board that each company had indicated that
its respective indication of interest was final and that MBI's
indication of interest offered a comparatively superior value to
the stockholders of TODAY'S. The Board then instructed
management to proceed with the negotiation of a definitive
agreement with MBI.

At the February 1996 Board meeting, management and TCC
advised the Board that MBI had requested a change in the form of
consideration to be paid to the stockholders of TODAY'S. MBI had
originally offered to acquire TODAY'S in a stock-for-stock
exchange. MBI proposed to change the original offer such that
the stockholders of TODAY'S would receive the consideration in
the form of up to 60% MBI Common Stock with the balance in cash.
TCC also advised the Board that, as an additional inducement, MBI
would permit TODAY'S to increase its quarterly dividend from $.15
per share to approximately $.271 per share per quarter.
Management and TCC advised the Board that TODAY'S should continue
negotiating a definitive agreement with MBI. After considerable
discussion, the Board unanimously directed management to continue
negotiating a definitive agreement.

The terms of the Merger Agreement and Option Agreement were
considered by the Board at two special meetings held in early
March 1996 with the assistance of management, legal counsel and
TCC. Such agreements as revised were presented to the Board for
approval on March 19, 1996. At such meeting, legal counsel
advised the Board of the various issues that had been raised with
MBI during the course of the negotiations and reported the
outcome of such issues. In addition, TCC made a presentation
with respect to the financial aspects of the Merger and delivered
a written opinion (the "TCC Opinion") that the Merger
Consideration set forth in the Merger Agreement was fair, from a
financial point of view,

- 32 -
<PAGE> 39
to the stockholders of TODAY'S. Following the receipt of the TCC
Opinion, the Board unanimously approved and authorized the execution
of the Merger Agreement and Option Agreement. Prior to the opening
of business on March 20, 1996, TODAY'S and MBI issued a joint press
release announcing the execution of the Merger Agreement.

TODAY'S REASONS AND BOARD RECOMMENDATION. With the
assistance of outside financial and legal advisors in evaluating
the current financial, legal and market conditions, the Board
decided to recommend the Merger. The terms of the Merger
Agreement, including the type and value of the Merger
Consideration, are a result of arm's-length negotiations between
the representatives of TODAY'S and MBI. In reaching its
conclusion to approve the Merger Agreement and the transactions
contemplated thereby, the Board considered the factors described
above and a number of additional factors, including the
following:

(1) The business, financial condition, results of
operations, management and prospects of TODAY'S as a stand
alone institution, including but not limited to the
potential growth, development, productivity and
profitability of TODAY'S and the business risks associated
therewith. In the opinion of the Board, a business
combination with a larger bank holding company such as MBI
will provide both greater short-term and long-term value to
TODAY'S stockholders than the other alternatives available.
Such a business combination will likely enhance the
competitiveness of TODAY'S and the ability of TODAY'S to
serve its depositors, customers and the communities in which
it operates. In the opinion of the Board, such increased
competitive advantage will result primarily from the ability
of TODAY'S to offer new and enhanced products and service
already developed and tested by MBI, the cost savings of
TODAY'S of combining operations and support functions and
the increased access to capital that MBI could provide to
TODAY'S. Such increased competitive advantage is reflected
in the value of the Merger Consideration to be received by
the TODAY'S stockholders.

(2) The current and prospective environment in which
TODAY'S operates, including national and local economic
conditions, the competitive environment for financial
institutions generally, the increased regulatory burden on
financial institutions generally and the trend towards
consolidation in the financial services industry,
particularly in the TODAY'S market areas. Recent changes in
state and federal banking laws have greatly enhanced
expansion opportunities; in addition, the financial services
industry has also increased competition for the products and
services offered by banks. Such increases in competition,
together with increased bank regulatory reporting and other
requirements, have made it more difficult for independent
community banks, such as the TODAY'S Banks, to compete with
the banking affiliates of much larger institutions with
respect to the range and cost of the products and services
offered by such affiliates.

(3) Information concerning the business, operations,
asset quality and prospects of MBI, including the
performance of MBI Common Stock.

(4) The relative financial strength of MBI.

(5) The written opinion of TCC that the Merger
Consideration was fair to holders of TODAY'S Common Stock
from a financial point of view.

(6) The financial and other significant terms of the
MBI proposal, including the fact that as a result of the
Merger, certain executive officers of TODAY'S may be

- 33 -
<PAGE> 40
entitled to receive payments and benefits under various
existing employment agreements, the Stock Option Plan and
other agreements. See "- Interests of Certain Persons in
the Merger," and "- Effect on Stock Option and Employee
Benefit Plans."

(7) The review by the Board with its legal and
financial advisors of the provisions of the Merger
Agreement.

(8) The belief of the Board that the terms of the
Merger Agreement are attractive because they allow the
TODAY'S stockholders to receive a portion of the Merger
Consideration in MBI Common Stock, thus permitting such
stockholders both to defer any tax liability resulting from
any increase in the value of their investment which is
greater than the value of cash received and to become
stockholders in MBI, an institution with a history of strong
operations, management and earnings performance.

(9) The expectation that MBI will continue to provide
quality products and services to the communities and
customers served by TODAY'S.

(10) The compatibility of the respective business and
management philosophies of TODAY'S and MBI.

(11) The broader range of products and services, as
well as the greater convenience, which will be afforded to
the TODAY'S customers as a result of the Merger.

(12) The alternative strategic courses available to
TODAY'S, including remaining independent or seeking out
other potential acquirors.

(13) The Board also determined that the Merger offers
to those stockholders of TODAY'S who receive MBI Common
Stock as Merger Consideration the prospect of higher
dividends and a higher trading value due to the greater
liquidity and better prospects for future growth of MBI
Common Stock.

In reaching its determination to accept the Merger Agreement
proposed by MBI, the Board did not assign any relative or
specific weights to the foregoing factors, and individual
directors may have given different weights to different factors.
The importance of these factors relative to one another cannot
precisely be determined or stated herein and there can be no
assurance that the expected results or benefits of the proposed
Merger will actually occur.

In approving the Merger Agreement, the Board was aware that
(i) the Merger Agreement contains provisions prohibiting TODAY'S
from soliciting, facilitating or accepting other offers or
agreements to acquire TODAY'S and (ii) MBI would be able to
exercise the Option in certain circumstances generally relating
to a failure of TODAY'S to consummate the Merger because of a
material change or potential material change in the ownership of
TODAY'S. However, the Board was also aware that such terms were
specifically bargained for and insisted upon by MBI as
inducements to enter into the Merger Agreement, and that the
Merger Agreement expressly permits the Board to exercise its
fiduciary duties upon advice of counsel when recommending the
Merger Agreement to the TODAY'S stockholders (although, in such
circumstances, MBI might still be able to exercise its rights
under the Option Agreement).

- 34 -
<PAGE> 41

THE BOARD BELIEVES THAT THE MERGER IS FAIR TO, AND IN THE
BEST INTERESTS OF, TODAY'S AND ITS STOCKHOLDERS. THE BOARD
UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL
AND ADOPTION 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 TODAY'S 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 northwestern Illinois through the acquisition of an
established banking organization having significant operations in
the targeted area. MBI's decision to pursue discussions with
TODAY'S was primarily a result of MBI's assessment of the value
of TODAY'S banking franchise, its substantial asset base within
that area and the compatibility of the businesses of the two
banking organizations.

OPINION OF FINANCIAL ADVISOR TO TODAY'S

On December 19, 1995, the Board of Directors of TODAY'S
entered into an agreement with TCC pursuant to which TCC agreed
to provide financial advisory and investment banking services to
TODAY'S and the Board in connection with the possible acquisition
of TODAY'S. As part of TCC's engagement, TCC agreed, if
requested by the Board, to render an opinion as to the fairness,
from a financial point of view, of the consideration to be
received by the stockholders of TODAY'S in connection with any
such acquisition.

TCC delivered a written opinion to the Board on March 19,
1996 that, based upon and subject to the considerations set forth
in the written opinion, the consideration to be received by the
stockholders of TODAY'S in the Merger is fair, from a financial
point of view, to the TODAY'S stockholders. TCC has also
delivered the TCC Opinion, an updated written opinion to the
Board dated as of the date of this Proxy Statement/Prospectus.
The TCC Opinion is based upon a review of the financial and other
information reviewed by TCC in rendering the TCC Opinion on March
19, 1996, along with a review of the information set forth in
this Proxy Statement/Prospectus and the financial results for
TODAY'S and MBI since March 19, 1996. The full text of the TCC
Opinion, dated March 19, 1996, which sets forth assumptions made,
matters considered and limitations on the review undertaken, is
attached as Annex B to this Proxy Statement/Prospectus. The
-------
TODAY'S stockholders are urged to read the opinion in its
entirety.

During the course of its engagement, and as a basis for
arriving at the TCC Opinion, TCC reviewed and analyzed material
bearing upon the financial and operating condition of TODAY'S and
MBI and material prepared in connection with the Merger,
including, among other things, the following: (i) the Merger
Agreement; (ii) certain publicly-available information concerning
TODAY'S and MBI, including financial statements and reports of
condition and income for each of the three fiscal years ended
December 31, 1995, 1994 and 1993 and the six months ended June 30,
1996, as well as other internally generated TODAY's reports
relating to asset/liability management and asset quality;
(iii) the operating characteristics of certain other financial
institutions deemed relevant to the contemplated Merger; (iv) the
nature and terms of recent sale and merger transactions involving
banks and bank holding companies and other financial institutions
that TCC considered relevant; (v) historical and current market data
for TODAY'S Common Stock and MBI Common Stock and financial and
other information provided to TCC by management of TODAY'S and MBI;
and (vi) the Registration Statement and this Proxy
Statement/Prospectus. In addition, TCC conducted meetings with
members of senior management of TODAY'S and MBI for the purpose
of reviewing the future prospects of TODAY'S and MBI. TCC
evaluated the pro forma ownership of MBI Common Stock by TODAY'S
stockholders, relative to the pro forma contribution of the
assets, liabilities, equity and earnings of TODAY'S to the pro
forma company. TCC considered the process undertaken to

- 35 -
<PAGE> 42
solicit indications of interest and the results of discussions with
prospective acquirors, including the indication of interest
received from the prospective acquiror other than MBI. TCC also
took into account its experience in other transactions, as well
as its knowledge of the banking industry and its general
experience in securities valuations.

In preparing the TCC Opinion, TCC assumed and relied upon
the accuracy and completeness of all financial and other
information reviewed by it for purposes of the TCC Opinion, and
did not independently verify such information or undertake an
independent evaluation or appraisal of the assets or liabilities
of TODAY'S or MBI, nor was it furnished with any such evaluation
or appraisal. TCC is not an expert in the evaluation of
allowances for loan losses and has not made an independent
evaluation of the adequacy of the allowance for loan losses of
TODAY'S or MBI, nor has it reviewed any individual credit files;
it assumed that the aggregate allowances for loan losses is
adequate to cover such losses. TCC assumed and relied upon the
senior managements of TODAY'S and MBI referred to above as to the
reasonableness and achievability of the financial and operating
forecasts and the assumptions and the bases thereto furnished by
TODAY'S and MBI. The TCC Opinion is necessarily based on
economic, market and other conditions as in effect on, and the
information made available to TCC as of the date of the TCC
Opinion.

THE TCC OPINION IS DIRECTED ONLY TO THE FINANCIAL
CONSIDERATION TO BE PAID TO THE TODAY'S STOCKHOLDERS AND DOES NOT
CONSTITUTE A RECOMMENDATION TO ANY TODAY'S STOCKHOLDER AS TO HOW
EACH STOCKHOLDER SHOULD VOTE AT THE SPECIAL MEETING OR AS TO THE
ADVISABILITY OF RETAINING OR DISPOSING OF SHARES OF MBI COMMON
STOCK RECEIVED PURSUANT TO THE MERGER.

Generally, TCC's 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 particular circumstances. Therefore, such an opinion
is not readily susceptible to summary description. Furthermore,
in arriving at the Opinion, TCC did not attribute any particular
weight to any analysis or factor considered by it, but rather
made qualitative judgments as to the significance and relevance
of each analysis and factor. Accordingly, TCC believes that its
analyses must be considered as a whole and that considering any
portions of such analyses and of the factors considered, without
considering all analyses and factors, could create a misleading
or incomplete view of the process underlying the Opinion. In its
analyses, TCC made assumptions with respect to industry
performance, general business and economic conditions and other
matters, many of which are beyond the control of TODAY'S. Any
estimates contained in these analyses are not necessarily
indicative of actual values or predictive of future results or
value, which may be significantly more or less favorable than as
set forth herein. In addition, analyses relating to the value of
businesses do not purport to be appraisals or to reflect the
prices at which businesses actually may be sold.

COMPARABLE COMPANY ANALYSIS. TCC compared selected
financial ratios for the twelve months ending December 31, 1995
and trading multiples as of March 15, 1996 for TODAY'S to those
of selected comparable companies which TCC deemed to be
reasonably similar to TODAY'S in size, financial character,
operating character, historical performance and/or geographic
market. The comparable companies, all of which are publicly-
traded commercial bank holding companies headquartered in the
Midwest with total assets in the approximate range of $300
million to $700 million, included: Ambanc Corporation; First Oak
Brook Bancshares; Shoreline Financial Corporation; Independent
Bank Corporation; Peoples Bancorp, Inc.; CoBancorp, Inc.;
Merchants Bancorp, Inc.; Southside Bancshares Corporation; First-
Knox Banc Corporation; Franklin Bank, N.A.; ANB Corporation;
BancFirst Ohio Corporation; Northern States Financial
Corporation; Peoples Bank Corporation of Indiana; Princeton
National Bancorp; German American Bancorp; Capital Bancorp, Ltd.;
S.Y. Bancorp, Inc.; Belmont Bancorp; and Indiana United Bancorp.

- 36 -
<PAGE> 43

The analysis indicated that, as of March 15, 1996, TODAY'S
Common Stock sold at a price of: (i) 14.5x trailing twelve
months EPS through December 31, 1995, compared to a median of
12.8x for the comparable companies; (ii) 13.0x estimated 1996
EPS, compared to a median of 11.5x for the comparable companies;
(iii) 1.53x December 31, 1995 book value, compared to a median of
1.42x for the comparable companies; and (iv) 1.76x December 31,
1995 tangible book value, compared to 1.46x for the comparable
companies.

TCC also compared selected financial ratios for the twelve
months ending December 31, 1995 and trading multiples as of
March 15, 1996 for MBI to those of selected comparable companies
which TCC deemed to be reasonably similar to MBI in size,
financial character, operating character, historical performance
and/or geographic market. The comparable companies, all of which
are publicly-traded commercial bank holding companies
headquartered in the Midwest with total assets in the approximate
range of $10 billion to $100 billion, included: Banc One
Corporation; Norwest Corporation; KeyCorp; Boatmen's Bancshares,
Inc.; National City Corporation; Comerica Incorporated; First
Bank System, Inc.; First of America Corporation; Huntington
Bancshares, Inc.; Northern Trust Corporation; Firstar
Corporation; Fifth Third Bancorp; Marshall Ilsley Corporation;
and Old Kent Financial Corporation.

The analysis indicated that MBI Common Stock sold at a price
of: (i) 11.1x trailing twelve months EPS through December 31,
1995, compared to a median of 12.8x for the comparable companies;
(ii) 11.1x estimated 1996 EPS, compared to a median of 11.1x for
the comparable companies; (iii) 1.68x December 31, 1995 book
value, compared to a median of 1.93x for the comparable
companies; and (iv) 1.79x December 31, 1995 tangible book value,
compared to 2.17x for the comparable companies.

COMPARABLE TRANSACTION ANALYSIS. TCC reviewed two sets of
comparable merger and acquisition transactions based on publicly-
available data: (i) twenty-four mergers and acquisitions of
commercial banks and bank holding companies headquartered in the
Midwest in which total assets of the acquired company were in the
approximate range of $250 million to $1 billion ("Midwest
Transactions"); and (ii) nine mergers and acquisitions of
commercial banks and bank holding companies headquartered in
northwest Illinois ("Northwest Illinois Transactions"). The
Midwest Transactions included (the acquiror is the first name and
is underlined, followed by the seller): Fort Wayne National
-------------------
Corporation, Valley Financial Services; Union Planters
- ----------- --------------
Corporation, Capital Bancorporation; National City Corporation,
- ----------- -------------------------
United Bancorp of Kentucky; Community First Bankshares, Inc.,
--------------------------------
Abbott Bank Group; Mercantile Bancorporation Inc., Central
------------------------------
Mortgage Bancshares, Inc.; Commerce Bancshares, Inc., Union
-------------------------
Bancshares; First Bank System, Inc., First Western Corporation;
-----------------------
Commerce Bancshares, Inc., Peoples Mid-Illinois Corporation;
- -------------------------
Citizens Banking Corporation, four Banc One Michigan banks; Old
- ---------------------------- ---
Kent Financial Corporation, First National Bank Corporation;
- --------------------------
FirsTier Financial Inc., Cornerstone Bank Group; KeyCorp, First
- ----------------------- -------
Citizens Bancorp of Indiana; Firstar Corporation, First Southeast
-------------------
Banking Corporation; First of America Bank Corporation, First
---------------------------------
Park Ridge Corporation; Old Kent Financial Corporation, EdgeMark
------------------------------
Financial Corporation; BanPonce Corporation, Pioneer Bancorp;
--------------------
Mercantile Bancorporation Inc., Metro Bancorporation; Banc One
- ------------------------------ --------
Corporation, First Financial Associates; UMB Financial
- ----------- -------------
Corporation, CNB Financial Corporation; Hawkeye Bancorporation,
- ----------- ----------------------
First Dubuque Corporation; Banc One Corporation, First Community
--------------------
Bancorp; Area Bancshares Corporation, Commonwealth Bancorp; Old
--------------------------- ---
National Bancorp, DCB Corporation; and Mercantile Bancorporation
- ---------------- -------------------------
Inc., MidAmerica Corporation. The Northwest Illinois
- ----
Transactions included (the acquiror is the first name and is
underlined, followed by the seller): AMCORE Financial, Inc., NBM
----------------------
Bancorp; AMCORE Financial, Inc., NBA Holding Company; AMCORE
---------------------- ------
Financial, Inc., First State Bancorp of Princeton; Banc One
- --------------- --------
Corporation, First Community Bancorp; AMCORE Financial, Inc.,
- ----------- ----------------------
Dixon Bancorp, Inc.; AMCORE Financial, Inc., Central of Illinois,
----------------------
Inc.; First of America Bank Corporation, Quad Cities First
---------------------------------
Corporation; First of America Bank Corporation, Bancserve Group,
---------------------------------
Inc.; and AMCORE Financial, Inc., Illinois National Bank & Trust.
----------------------

- 37 -
<PAGE> 44

For the Midwest Transactions, the offer value to last twelve
months EPS ranged from a low of 9.3x to a high of 23.8x with a
median of 15.5x; the offer value to book value ranged from 1.14x
to 2.51x with a median of 1.87x; the offer value to tangible book
value ranged from 1.35x to 2.68x with a median of 1.97x. For the
Northwest Illinois Transactions, the offer value to last twelve
months EPS ranged from a low of 7.5x to a high of 15.8x with a
median of 12.3x; the offer value to book value ranged from 1.25x
to 2.38x with a median of 1.54x; the offer value to tangible book
value ranged from 1.31x to 2.38x with a median of 1.63x.

The value of the Merger Consideration represented a multiple
of 17.9x trailing twelve months EPS through December 31, 1995;
the value of Merger Consideration to December 31, 1995 book value
represented a multiple of 1.88x; and the value of the Merger
Consideration to December 31, 1995 tangible book value
represented a multiple of 2.16x.

NET PRESENT VALUE ANALYSIS. TCC prepared a net present
value analysis which estimated future dividend streams that
TODAY'S could produce over the period from January 1, 1996
through December 31, 1999. These dividend streams were
discounted to a present value based on a discount rate of 14%.
TCC estimated the terminal multiple of TODAY'S common equity at
December 31, 1999 by applying multiples of 15.5x, 13.0x and 11.0x
1999 estimated earnings. The range of terminal multiples was
chosen based on past and current trading multiples of TODAY'S and
comparable institutions and past and current multiples of
comparable merger and acquisition transactions. The results of
this analysis indicated a range of theoretical values per fully-
diluted shares of TODAY'S between $19.93 and $27.07. The market
value of the Merger Consideration was $87.250 million, or $30.79
per fully-diluted share of TODAY'S Common Stock, based on a five
day average closing price of MBI Common Stock of $44.475 per
share, as reported on the NYSE Composite Tape for the consecutive
trading days of March 12, 1996 through March 18, 1996.

COMPARATIVE STOCKHOLDER RETURNS. TCC analyzed two sets of
theoretical returns to a TODAY'S stockholder: (i) the TODAY'S
stockholder receives 100% MBI Common Stock as Merger
Consideration; and (ii) the TODAY'S stockholder receives 60% MBI
Common Stock and 40% cash ($12.32 per share) as Merger
Consideration. The scenarios evaluated included TODAY'S
remaining independent, TODAY'S being acquired in 1999 and TODAY'S
being acquired by MBI in the proposed transaction. The analysis
indicated a return to stockholders of 11.78% for TODAY'S
remaining independent, 16.16% for TODAY'S merging in 1999, 20.91%
based on the acceptance of the MBI proposal with the TODAY'S
stockholder receiving 100% MBI Common Stock as Merger
Consideration and 20.55% based on the acceptance of the MBI
proposal with the TODAY'S stockholder receiving 60% MBI Common
Stock and 40% cash as Merger Consideration.

TCC also prepared an analysis of the possible pricing of a
merger transaction with certain other midwest-based bank holding
companies using estimated 1996 net income for TODAY'S, stock
prices of selected companies as of March 15, 1996, and assuming
no earnings-per-share dilution for the buyer. The holding
companies reviewed included: Banc One Corporation; Norwest
Corporation; First Bank System, Inc.; Boatmen's Bancshares, Inc.;
First of American Bank Corporation; Firstar Corporation; AMCORE
Financial, Inc.; First Midwest Bancorp, Inc.; Magna Group, Inc.;
Old Kent Financial Corporation; Comerica Incorporated; KeyCorp;
Merchants Bancorp, Inc.; and First Chicago NBD Corporation.
Given the assumptions, the analysis indicated that the range of
prices per fully-diluted share of TODAY'S these companies could
pay ranged from a high of $24.52 per share to a low of $17.91 per
share with a median price of $21.90 per share. While these
prices indicate the ability of an acquiror to pay a particular
price, based on the given assumptions, they do not reflect any
indications of interest or the willingness of an acquiror to pay
such a price.

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<PAGE> 45

The summary of TCC analysis set forth above is a fair
summary thereof but does not propose to be a complete description
of the presentations by TCC to the Board. TCC believes that its
analysis and the summary set forth above must be considered as a
whole and that selecting portions of analysis, without
considering all factors and analyses, could create an incomplete
view of the process by which a fairness opinion is rendered. In
connection with its analyses, TCC assumed that there would not be
any material adverse change in general economic, business, market
and/or regulatory conditions, all of which are beyond the control
of MBI and TODAY'S. The analyses performed by TCC are not
necessarily indicative of actual values of future results, which
may be significantly more or less favorable than suggested by
such analyses.

The Board retained TCC based upon its experience and
expertise with regard to the banking industry and merger and
acquisition transactions. TCC is an investment banking and
securities firm with membership on all principal U.S. securities
exchanges. As part of its investment banking services, TCC is
regularly engaged in the independent valuation of securities in
connection with negotiated underwritings, private placements,
merger and acquisition transactions and recapitalizations.

Pursuant to its engagement of TCC, TODAY'S agreed to pay TCC
a cash fee of approximately $788,000, payable on the Closing
Date, for advisory services rendered in connection with reaching
the Merger Agreement. TCC will also receive reimbursement for
certain out-of-pocket expenses, and TODAY'S has agreed to
indemnify TCC against certain liabilities, including liabilities
which may arise under the securities laws.

CONDITIONS TO THE MERGER

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

(1) The Merger Agreement must be approved by the
holders of at least two-thirds of the outstanding shares of
TODAY'S 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 TODAY'S, MBI nor Merger Sub 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, Merger Sub and TODAY'S 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 stockholders of TODAY'S who receive
solely MBI Common Stock in exchange for TODAY'S Common
Stock; (b) holders of TODAY'S Common Stock who receive MBI
Common Stock and other property will recognize all gain
realized, in

- 39 -
<PAGE> 46
accordance with the provisions and limitations of Section 356
of the Code; (c) the basis of such MBI Common Stock will equal
the basis of the TODAY'S Common Stock for which it is
exchanged; (d) the holding period of such MBI Common Stock will
include the holding period of the TODAY'S Common Stock for
which it is exchanged; and (e) the assumption of TODAY'S
Options by MBI will not result in the recognition of gain or
loss to the holders of TODAY'S Options.

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

(1) The representations and warranties of TODAY'S made
in the Merger Agreement must be true and correct in all
material respects as of March 19, 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 TODAY'S and its
subsidiaries, taken as a whole, and (c) the effect of the
transactions contemplated by the Merger Agreement, and MBI
must have received an officers' certificate from TODAY'S to
that effect.

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

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

(4) Since March 19, 1996, there must have been no
material adverse effect on the condition (financial or
otherwise), business or results of operations of TODAY'S and
its subsidiaries, taken as a whole, 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) Hinshaw & Culbertson, counsel to TODAY'S, must
have delivered to MBI an opinion regarding certain legal
matters.

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

(1) The representations and warranties of MBI and
Merger Sub made in the Merger Agreement must be true and
correct in all material respects as of March 19, 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 its subsidiaries,
taken as a whole, and (c) the effect of the transactions
contemplated by the Merger Agreement, and TODAY'S must have
received an officer's certificate from MBI to that effect.

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<PAGE> 47

(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 TODAY'S must have
received an officers' certificate from MBI to that effect.

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

(4) Since March 19, 1996, there must have been no
material adverse effect on the condition (financial or
otherwise), business or results of operations of MBI and its
subsidiaries, taken as a whole, 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) MBI Counsel must have delivered to TODAY'S an
opinion regarding certain legal matters.

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
stockholders of TODAY'S, by mutual consent of the Executive
Committee of the Board of Directors of MBI and the Board of
Directors of TODAY'S or unilaterally by the Executive Committee
of the Board of Directors of MBI or the Board of Directors of
TODAY'S: (i) at any time after March 31, 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 TODAY'S Common
Stock at the Special Meeting; (iv) in the event of a material
volitional 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 real property of TODAY'S acquired after March 19, 1996 will
exceed $1,000,000 or that such cost can not be reasonably
estimated to be less. No assurance can be given that the Merger
will be consummated on or before March 31, 1997 or that MBI or
TODAY'S 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 Merger Sub 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. In addition, as described
above under "- Other Agreements - Option Agreement," in the case
of certain terminations of the Merger Agreement, the Option
Agreement will not terminate until the date that is twelve months
following such termination and, pursuant to the Option Agreement,
TODAY'S may be obligated to repurchase the Option and any MBI
Option Shares.

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<PAGE> 48

INDEMNIFICATION

TODAY'S, on the one hand, and MBI and Merger Sub, 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 of which
this Proxy Statement/Prospectus is a part.

EFFECTIVE TIME; CLOSING DATE

Under the Merger Agreement, unless the parties otherwise
agree in writing, the Closing Date and the Effective Time will
occur on the date and at the time of the later of (i) the
issuance of a certificate of merger by the Office of the
Secretary of State of the State of Missouri and (ii) the filing
of a certificate of merger with the Office of the Secretary of
State of the State of Delaware; provided, however, that in no
event shall the Closing Date and Effective Time occur later than
the first business day of the first full calendar month
commencing at least five business days after the following events
occur: (i) the approval and adoption of the Merger Agreement by
the stockholders of TODAY'S; and (ii) the approval of the Merger
by the Regulatory Authorities and the expiration of all waiting
periods following such approvals.

SURRENDER OF TODAY'S STOCK CERTIFICATES AND RECEIPT OF MBI COMMON
STOCK AND/OR CASH

At the Effective Time of the Merger, each outstanding share
of TODAY'S 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."

As soon as practicable following the Closing Date, the
Exchange Agent will mail to each TODAY'S stockholder 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 TODAY'S Common Stock for such holder's portion of
the Merger Consideration. Each holder of TODAY'S 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 shares of TODAY'S
Common Stock, will be entitled to receive the Stock Distribution,
the Combined Distribution or the Cash Distribution to which such
stockholder 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
TODAY'S stockholder with respect to the MBI Common Stock issuable
as Merger Consideration until such stockholder's letter of
transmittal and stock certificates, or documentation reasonably
acceptable to the Exchange Agent in lieu of lost or destroyed
certificates, formerly representing TODAY'S 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 stockholders (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 MBI Stock Price. The shares of MBI Common
Stock issued as Merger Consideration will be freely transferable,
except by certain stockholders of TODAY'S who are deemed to be
"affiliates" of TODAY'S. 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

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<PAGE> 49
regulations promulgated by the Commission. See "INFORMATION
REGARDING MBI STOCK - Restrictions on Resale of MBI Stock by
Affiliates."

After the Effective Time, there will be no further transfers
of TODAY'S stock certificates on the records of TODAY'S 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 stockholders of TODAY'S in connection with the Merger. Each
holder of TODAY'S 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 the MBI Stock Price. Cash received by TODAY'S stockholders 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 and adoption of the Merger
Agreement by the stockholders of TODAY'S, the obligations of the
parties to effect the Merger are subject to prior approval of the
Federal Reserve Board and the Illinois Commissioner. 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.

Applications for such approvals have been filed with the
Federal Reserve Board and the Illinois Commissioner. MBI and
TODAY'S 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
March 19, 1996 to the Effective Time, TODAY'S 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> 50

Furthermore, during the period from March 19, 1996 to the
Effective Time, except as provided in the Merger Agreement,
TODAY'S will not, and will not permit any of its subsidiaries to,
without the prior written consent of MBI and Merger Sub:

(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 TODAY'S
subsidiaries to TODAY'S or to another of TODAY'S
subsidiaries), except that TODAY'S may declare and pay
regular quarterly cash dividends in amounts not to exceed
$0.15 per share on the TODAY'S Common Stock; provided,
however, that if the Effective Time shall not have occurred
on or before July 1, 1996, TODAY'S may declare, set aside or
pay a dividend for each quarter thereafter in which the MBI
Board of Directors declares a dividend on the shares of MBI
Common Stock (an "MBI Dividend") that equals the sum of
(i) the Stock Distribution and (ii) the amount per share of
the MBI Dividend; provided further, however, that no
dividend shall be paid to a TODAY'S stockholder for any
quarter in which such TODAY'S stockholder will be entitled
to receive a regular quarterly dividend on the shares of MBI
Common Stock to be issued in the Merger;

(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 TODAY'S
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 TODAY'S notifies MBI in writing and which
MBI does not disapprove within ten days of the receipt of
such notice;

(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 Certificate
or Articles of Incorporation, as the case may be, or Charter
or By-Laws of TODAY'S or any subsidiary of TODAY'S, 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"), except with respect to the issuance
of TODAY'S Common Stock upon the exercise or conversion of
employee stock options, or effect any stock split or
otherwise change its capitalization as it existed on March
19, 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;

(7) (i) without first consulting with and obtaining
the written consent of MBI, cause or permit TODAY'S-West 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

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<PAGE> 51
the maturity date of any existing loan or credit commitment
(collectively, "Lend to") in an amount in excess of $400,000
or in any amount which, when aggregated with any and all
loans or credit commitments of TODAY'S and its subsidiaries
to such person or entity, would be in excess of $400,000, or
(ii) without first consulting with and obtaining the written
consent of MBI, cause or permit TODAY'S-East to Lend to any
person in an amount equal to or in excess of (A) $150,000 or
in any amount which, when aggregated with any and all loans
or credit commitments of TODAY'S and its subsidiaries to
such person or entity, would be equal to or in excess of
$150,000, if such loan or credit commitment has a rating of
"8" or "9" pursuant to the current credit rating system of
TODAY'S-East (the "Credit Rating System"); (B) $400,000 or
in any amount which, when aggregated with any and all loans
or credit commitments of TODAY'S and its subsidiaries to
such person or entity, would be equal to or in excess of
$400,000, if such loan or credit commitment has a rating of
"7" pursuant to the Credit Rating System; or (C) $1,000,000
or in any amount which, when aggregated with any and all
loans or credit commitments of TODAY'S and its subsidiaries
to such person or entity, would be equal to or in excess of
$1,000,000, if such loan or credit commitment has a rating
of "1," "3," or "5" pursuant to the Credit Rating System;
provided, however, that TODAY'S or any of its subsidiaries
may make any such loan or credit commitment in the event
(A) TODAY'S or any of its subsidiaries has delivered to MBI
and Merger Sub or their designated representative a notice
of its intention to make such loan and such information as
MBI and Merger Sub or their designated representative may
reasonably require in respect thereof and (B) MBI and Merger
Sub 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 Merger Sub or their
designated representative of such notice of intention and
information; provided further, however, that TODAY's and/or
any of its subsidiaries may honor any contractual obligation
in existence on March 19, 1996 and notwithstanding clauses
(i) and (ii), TODAY'S may without first consulting with MBI
or obtaining MBI's prior written consent, cause or permit
TODAY'S-West or TODAY'S-East to increase the aggregate
amount of any credit facilities theretofore established in
favor of any person or entity (each a "Pre-Existing
Facility"), provided that the aggregate amount of any and
all such increases shall not be in excess of the lesser of
10% of such Pre-Existing Facilities or $50,000;

(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 Merger Sub) relating to the
disposition of any significant portion of the business
or assets of TODAY'S or any of its subsidiaries or the
acquisition of the Equity Securities of TODAY'S or any
of its subsidiaries or the merger of TODAY'S or any of
its subsidiaries with any person (other than MBI or
Merger Sub) 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 TODAY'S
shall promptly notify MBI and Merger Sub 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;

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<PAGE> 52

(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 Merger Sub
or TODAY'S to obtain any approval of any Regulatory
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 $2,000,000 for U.S. Treasury or Federal Agency
Securities and $250,000 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
act which would make any of the representations and
warranties made by TODAY'S 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 act; or

(13) enter into, increase or renew any loan or credit
commitment (including standby letters of credit) to any
executive officer or director of TODAY'S or any of its
subsidiaries, any holder of 10% or more of the outstanding
shares of TODAY'S 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 Merger Sub, which consent shall
not be unreasonably withheld.

The Merger Agreement also provides that, during the period
from March 19, 1996 to the Effective Time, MBI and Merger Sub
will not, and will not permit any of their respective
subsidiaries to, without the prior written consent of TODAY'S,
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 Merger Sub or TODAY'S 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 Merger Sub in the Merger
Agreement untrue or incorrect in any material respect if

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<PAGE> 53
made anew after engaging in such activity, entering into
such transaction or taking or omitting such other action.

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 or stockholders, as the case may be, 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 stockholders of TODAY'S 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 stockholders of
TODAY'S or (ii) adversely affect the tax treatment of the TODAY'S
stockholders. 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 TODAY'S will be included
in MBI's consolidated financial statements on and after the
Closing Date.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

DAN HEINE AND R. WILLIAM OWEN. Each of Dan Heine, President
and Chief Executive Officer of TODAY'S, and R. William Owen,
Executive Vice President and Chief Financial Officer of TODAY'S,
is party to an employment agreement with TODAY'S. Under each
such employment agreement, if such executive officer is
terminated by TODAY'S within two years after a "change in
control" other than for "cause" (as defined below), the executive
officer will be entitled to a severance payment equal to 250% of
the base salary, incentive compensation and bonus payment paid to
such executive officer in the calendar year prior to the year in
which the change in control occurs, subject to reduction to the
maximum amount that can be paid such that no portion of such
payment would constitute an "excess parachute payment" under
Section 280G of the Code.

Under the terms of each employment agreement, a "change in
control" will be deemed to occur upon the following events: (a)
the direct or indirect acquisition of either: (i) 25% of the
outstanding voting securities of TODAY'S; or (ii) more than 10%
but less than 25% of the outstanding voting securities of
TODAY'S, if the Board of Directors of TODAY'S determines that a
change in control has occurred, by any person or persons acting
as a group; (b) the merger or consolidation of TODAY'S pursuant
to which TODAY'S is not the surviving corporation; (c) the merger
or consolidation of TODAY'S pursuant to which TODAY'S is the
surviving corporation but pursuant to which more than 50% of the
TODAY'S voting securities following such merger or consolidation
are held by a person or persons who were not stockholders of
TODAY'S during the two years preceding the announcement of such
merger or consolidation; (d) a change in the composition of the
Board of Directors of TODAY'S during any two consecutive years
such that the members of the Board of Directors sitting at the
beginning of such two-year period constitute less than a majority
of the Board at the end of such period, unless the newly elected
directors were nominated by at least two-thirds of the members of
the Board sitting at the beginning of the period; (e) the sale or
transfer by TODAY'S of all or substantially all of its assets; or
(f) the filing with the Federal Reserve Board of a change in
control notice with respect to TODAY'S.

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<PAGE> 54

Under the terms of each employment agreement, the executive
officer will be deemed to be "terminated" upon the occurrence of
one of the following events: (a) the termination by TODAY'S of
the executive officer's full-time employment under the employment
agreement for any reason other than "cause"; (b) the executive
officer's resignation upon his removal from his present position
with TODAY'S; (c) the executive officer's resignation following a
material change by TODAY'S in the executive officer's function,
duties or responsibilities, which change would cause the
executive officer's position with TODAY'S to become one of less
dignity, responsibility, importance or scope from his present
position with TODAY'S; (d) the involuntary transfer of the
executive officer outside of Freeport, Illinois; or (e) after a
change in control of TODAY'S, the giving of notice by TODAY'S to
the executive officer that the employment agreement will not be
automatically extended for each of the two full calendar years
following the year in which the change of control occurred.
"Cause" is defined in the employment agreements as: (y) personal
dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule or regulation
(other than a law, rule or regulation relating to a traffic
violation or similar offense) or a final cease and desist order,
involving the executive officer; or (z) any material breach of
the employment agreement by the executive officer.

DOUGLAS L. MITCHELL, C. BRAD ZULKE, DOUGLAS M. CROSS AND
JEFFREY P. MOZENA. Each of Douglas L. Mitchell, C. Brad Zulke,
Douglas M. Cross and Jeffrey P. Mozena is also party to a
severance agreement with TODAY'S. Under each such severance
agreement, if such executive officer's employment is terminated
by TODAY'S or the executive officer terminates his employment
after the executive officer's job duties and responsibilities are
"substantially reduced" within twelve months of a "change of
control" and other than for "cause" (as defined below), the
executive officer will be entitled to a severance payment equal
to 100% of the base salary, incentive compensation and bonus
payments paid to the executive officer by TODAY'S in the calendar
year prior to the year in which the change of control occurs.

Under the terms of each severance agreement, a "change of
control" is defined in the same manner as described above with
respect to the employment agreements of Messrs. Heine and Owen.
The executive officer's duties will be deemed to be
"substantially reduced" upon the occurrence of one of the
following events: (a) a change in the executive officer's
supervisor from an officer of TODAY'S to a non-officer of
TODAY'S; (b) a 50% or greater reduction in the number of
subordinates reporting to the executive officer; (c) a loss of
one or more of the executive officer's principal job duties or
responsibilities; (d) a demotion in job title or reduction in
compensation (including bonuses) or benefits; or (e) a demand by
TODAY'S that the executive officer transfer to a work location
located more than fifty miles from the executive officer's
current work location. "Cause" is defined in the severance
agreements as personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving person profit,
intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than a law, rule or
regulation relating to a traffic violation or similar offense) or
a final cease and desist order, involving the executive officer.

Pursuant to the Merger Agreement, MBI has also agreed that
any outstanding indemnification obligations of TODAY'S existing
on March 19, 1996 in favor of the employees, agents, directors
or officers of TODAY'S shall continue in effect following the
Merger. In addition, beginning at the Effective Time, MBI's
current insurance policy will provide coverage for the "prior
acts" of the directors and officers of TODAY'S.

EFFECT ON STOCK OPTION AND EMPLOYEE BENEFIT PLANS

MBI has agreed to assume the Stock Option Plan and,
upon consummation of the Merger, all outstanding TODAY'S Options
will be converted into rights with respect to MBI Common Stock
(i.e., the Option Conversion). Beginning at the Effective Time,
(i) each TODAY'S Option assumed by MBI will be exercisable solely
for shares of MBI Common Stock, (ii) the number of shares of MBI
Common Stock subject to each TODAY'S Option will equal the number
of shares of TODAY'S Common Stock subject to the TODAY'S Options
multiplied by the Stock Distribution and (iii) the per share
exercise price for each TODAY'S Option will be adjusted by
dividing such price by the Stock Distribution, subject to

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<PAGE> 55
adjustment as appropriate to reflect any stock split, stock
dividend, capitalization or similar transaction subsequent to the
Effective Time. MBI has agreed, at and after the Effective Time,
to reserve sufficient shares of MBI Common Stock for issuance
with respect to the TODAY'S Options under the Stock Option Plan
to be assumed by MBI. MBI will also file with the Commission,
and obtain the effectiveness of, a registration statement with
respect to such options.

The Merger Agreement provides that Merger Sub will
honor all employment, severance and other compensation contracts
between TODAY'S 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 TODAY'S employee
plans. The TODAY'S employee plans will continue as plans of
Merger Sub until such time as the former employees of TODAY'S 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 TODAY'S 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 TODAY'S or any of its subsidiaries for purposes of vesting
and eligibility for participation (but not benefit accruals under
any defined benefit 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 and the Option Conversion to certain TODAY'S stockholders
and option holders 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 TODAY'S stockholders 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 TODAY'S stockholders 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 TODAY'S Common Stock pursuant to the exercise of employee
stock options or otherwise as compensation, and persons who hold
their TODAY'S 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 TODAY'S
STOCKHOLDER AND EACH HOLDER OF TODAY'S OPTIONS IS URGED TO
CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TO SUCH STOCKHOLDER. The discussion
assumes that shares of TODAY'S Common Stock are held as capital
assets (within the meaning of Section 1221 of the Code).

TODAY'S 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) TODAY'S stockholders who receive solely
shares of MBI Common Stock in exchange for their
TODAY'S 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.

- 49 -
<PAGE> 56

(2) A TODAY'S stockholder who receives only cash
(i) in exchange for shares of TODAY'S 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 TODAY'S Common Stock exchanged) in
an amount equal to the difference between (x) the
amount of cash received by such stockholder, and (y)
such stockholder's tax basis for the shares of TODAY'S
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 stockholder's tax basis
for the shares of TODAY'S Common Stock surrendered in
the exchange) generally will be recognized by such
stockholder. 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.

(3) A TODAY'S stockholder who receives shares of
MBI Common Stock and cash in exchange for shares of
TODAY'S Common Stock in the Merger will realize gain
(determined separately as to each block of TODAY'S
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 stockholder exceeds (ii)
such stockholder's tax basis for the shares of TODAY'S
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 TODAY'S
stockholder 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 TODAY'S
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 TODAY'S Common Stock exchanged therefor.

(6) A TODAY'S stockholder 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

- 50 -
<PAGE> 57
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 TODAY'S
stockholder will be considered not to have the effect of the
distribution of a dividend under Section 302 of the Code and such
stockholder will recognize capital gain or loss only if the cash
payment (i) results in a "complete redemption" of such
stockholder's actual and constructive stock interest, (ii)
results in a "substantially disproportionate" reduction in such
stockholder'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 stockholder's stock interest and such stockholder will
recognize capital gain or loss if such stockholder does not
actually or constructively own any stock after the receipt of the
cash payment. A reduction in a stockholder's stock interest will
be "substantially disproportionate" and such stockholder will
recognize capital gain or loss if (i) the percentage of
outstanding shares actually and constructively owned by such
stockholder after the receipt of the cash payment is less than
four-fifths (80%) of the percentage of outstanding shares
actually and constructively owned by such stockholder immediately
prior to the receipt of the cash payment. A cash payment will
qualify as "not essentially equivalent to a dividend" and a
stockholder 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 stockholder. No
specific tests apply to determine whether a reduction in a
stockholder's ownership interest is meaningful; rather, such
determination will be made based on all the facts and
circumstances applicable to such TODAY'S stockholder. 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
stockholder (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 TODAY'S stockholders 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 TODAY'S 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 stockholder's actual and constructive
stock interest in MBI before the deemed MBI redemption
(determined as if such stockholder had received solely MBI Common
Stock in the Merger) with (ii) such stockholder's actual and
constructive stock interest in MBI after the deemed MBI
redemption.

With regard to TODAY'S stockholders who receive only
cash (i) in exchange for shares of TODAY'S 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 TODAY'S 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

- 51 -
<PAGE> 58
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 TODAY'S in a hypothetical
redemption of TODAY'S Common Stock immediately prior to, and in a
transaction separate from, the Merger (a "deemed TODAY'S
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
stockholder's actual and constructive stock interest in TODAY'S
before the deemed TODAY'S redemption, with (y) such stockholder's
actual and constructive stock interest in TODAY'S after the
deemed TODAY'S 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 TODAY'S stockholder who receives
solely cash in exchange for all of the TODAY'S 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 stockholder and shares owned
constructively by such stockholder pursuant to Section 318 of the
Code. Under Section 318 of the Code, a stockholder 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 stockholder has a
direct or indirect interest (including partnerships, estates,
trusts and corporations), as well as shares of stock that such
stockholder (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 stockholder's interest has occurred for purposes
of Section 302 of the Code. These exceptions apply only to
TODAY'S stockholders who receive, in the Merger, solely cash in
return for the TODAY'S 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
TODAY'S STOCKHOLDER, TODAY'S STOCKHOLDERS ARE STRONGLY ADVISED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF
CASH RECEIVED IN THE MERGER.

Each TODAY'S stockholder's ability to elect the type of
consideration he or she receives pursuant to the Merger affords
each such stockholder the opportunity to select that type of
consideration which will best serve his or her personal tax and
financial planning needs. However, each TODAY'S stockholder
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 related
parties 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 stockholder's election by the Exchange Agent,
without regard to whether such stockholder made a Stock Election,
Cash Election or a Combined Election, or, instead, made a No
Election. See "TERMS OF THE PROPOSED MERGER - General Description
of the Merger."

TODAY'S has received the Tax Opinion also to the effect
that, assuming the Option Conversion occurs in accordance with the
Merger Agreement, holders of TODAY'S Options will recognize no gain
or loss as a result of the Option Conversion. EACH HOLDER OF TODAY'S
OPTIONS IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE
THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO SUCH OPTION HOLDER.

The Tax Opinion is subject to the conditions and
customary assumptions that are stated therein and relies upon
various representations made by MBI, TODAY'S, and certain
stockholders of TODAY'S. 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 without charge upon written request to Jon
W. Bilstrom, General Counsel and Secretary, Mercantile

- 52 -
<PAGE> 59
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 TODAY'S 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 TODAY'S
STOCKHOLDERS AND DOES NOT TAKE INTO ACCOUNT THE PARTICULAR FACTS
AND CIRCUMSTANCES OF EACH TODAY'S STOCKHOLDER'S OR OPTION
HOLDER'S TAX STATUS AND ATTRIBUTES. AS A RESULT, THE FEDERAL
INCOME TAX CONSEQUENCES ADDRESSED IN THE FOREGOING DISCUSSION MAY
NOT APPLY TO EACH TODAY'S STOCKHOLDER OR OPTION HOLDER.
ACCORDINGLY, EACH TODAY'S STOCKHOLDER AND EACH OPTION HOLDER
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.

APPRAISAL RIGHTS OF STOCKHOLDERS OF TODAY'S
-------------------------------------------

Each stockholder of TODAY'S has the right to demand the
appraised value of his or her shares of TODAY'S Common Stock in
cash if the stockholder follows the procedures set forth under
Section 262 of the DGCL.

Under the DGCL, a stockholder of TODAY'S may demand an
appraisal of the fair value (as determined pursuant to Section
262 of the DGCL) of his or her shares of TODAY'S Common Stock and
payment of such fair value to the stockholder in cash if the
Merger is consummated. Merger Sub, as the surviving corporation,
will pay to such stockholder the fair value of such stockholder's
shares of TODAY'S Common Stock if such TODAY'S stockholder (a)
files with TODAY'S, prior to the vote at the Special Meeting, a
written demand for an appraisal of the fair value of his or her
shares; (b) does not vote in favor of the Merger; (c) continues
to hold his or her shares through the Effective Time; and (d)
---
does not withdraw the demand for appraisal within a period of 60
days after the Closing Date. Such demand shall be sufficient if
it reasonably informs TODAY'S of the identity of the stockholder
and that the stockholder intends thereby to demand an appraisal
of his or her shares. A VOTE AGAINST THE APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT WILL NOT, BY ITSELF, BE REGARDED AS A
WRITTEN OBJECTION FOR PURPOSES OF ASSERTING APPRAISAL RIGHTS. A
VOTE IN FAVOR OF THE APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT WILL CONSTITUTE A WAIVER OF A STOCKHOLDER'S APPRAISAL
RIGHTS.

All written demands for appraisal should be addressed
to: TODAY'S BANCORP, INC., 50 West Douglas Street, Freeport,
Illinois 61032, Attention: Dan Heine, before the taking of the
vote concerning the Merger Agreement at the Special Meeting, and
should be executed by, or on behalf of, the holder of record.

To be effective, a demand for appraisal must be
executed by or for the stockholder of record who held such shares
on the date of making such demand, and who continuously holds
such shares through the Effective Time, fully and correctly, as
such stockholder's name appears on his or her stock
certificate(s) and cannot be made by the beneficial owner if he
or she does not also hold the shares of

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<PAGE> 60
record. The beneficial holder must, in such case, have the
registered owner submit the required demand in respect of such
shares.

If TODAY'S Common Stock is owned of record in a
fiduciary capacity, as by a trustee, guardian or custodian,
execution of a demand for appraisal should be made in such
capacity. If TODAY'S Common Stock is owned of record by more
than one person, as in a joint tenancy or tenancy in common, such
demand must be executed by or for all joint owners. An
authorized agent, including one of two or more joint owners may
execute the demand for appraisal for a stockholder of record;
however, the agent must identify the record owner or owners and
expressly disclose the fact that, in executing the demand, he or
she is acting as agent for the record owner. A record owner,
such as a broker, who holds TODAY'S Common Stock as nominee for
others may exercise his or her right of appraisal with respect to
the shares held for one or more beneficial owners, while not
exercising such right for other beneficial owners. In such case,
the written demand should set forth the number of shares as to
which the record owner dissents. Where no number of shares is
expressly mentioned, the demand will be presumed to cover all
shares of TODAY'S Common Stock in the name of such record owner.

If at any time within the 60-day period after the
Effective Time, a stockholder of TODAY'S withdraws his or her
demand for appraisal, then he or she will be deemed to have
accepted the terms offered pursuant to the Merger. After the 60-
day withdrawal period, a TODAY'S stockholder may withdraw only
with the consent of Merger Sub. Within 10 days after the
Effective Time, Merger Sub (as the surviving corporation in the
Merger) must give written notice that the Merger has become
effective to each stockholder who so filed a written demand for
appraisal and who did not vote in favor of the Merger Agreement.
Within 120 days after the Effective Time, any stockholder of
TODAY'S who has validly perfected appraisal rights shall be
entitled, upon written request, to receive from Merger Sub a
statement setting forth the aggregate number of shares of TODAY'S
Common Stock not voted in favor of the Merger with respect to
which demands for appraisal have been received and the aggregate
number of holders of such shares. Merger Sub shall respond to
such request within 10 days after receipt or within 10 days after
the date of the Special Meeting, whichever is later. Within 120
days after the Effective Time, Merger Sub or any such stockholder
seeking appraisal may file a petition in the Delaware Court of
Chancery demanding a determination of the value of the TODAY'S
Common Stock held by all stockholders seeking appraisal. The
DGCL contemplates a single proceeding in the Delaware Court of
Chancery that will apply to all stockholders of TODAY'S who have
perfected their appraisal rights, whether or not such
stockholders have individually filed a petition seeking appraisal
with the Court of Chancery. If neither Merger Sub nor any of the
stockholders of TODAY'S who have perfected their appraisal rights
have filed a petition in the Court Chancery within the 120-day
period following the Effective Time, such appraisal rights will
be waived, and the stockholders will be entitled to receive, upon
surrender of the certificates evidencing their shares of TODAY'S
Common Stock, the amount of cash equal to that paid to the Cash
Election Shares in the Merger (i.e., $30.79 per share of TODAY'S
Common Stock), subject to the adjustments as provided in the
Merger Agreement. Merger Sub has no present intention to file
such a petition with the Delaware Court of Chancery.

If a petition for appraisal is filed by a stockholder,
a copy of the petition shall be served on Merger Sub, which then
will have 20 days after such service to file with the Register of
the Delaware Court of Chancery a verified list of TODAY'S
stockholders who have perfected appraisal rights but have not yet
reached agreement as to value with Merger Sub. If the petition
is filed by Merger Sub, such verified list must accompany the
filing. The Register, if so ordered by the Court, will give
notice of the time and place fixed for hearing of the petition,
by registered or certified mail, to Merger Sub and each
stockholder named on the verified list. Such notice shall also
be published at least one week prior to the hearing in one or
more newspapers of general circulation in Wilmington, Delaware
and in such other publications as directed by the Court.

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<PAGE> 61

The Court of Chancery shall conduct a hearing on the
petition for appraisal at which the Court will determine the
stockholders of TODAY'S who have properly perfected appraisal
rights with respect to their shares and may require such
stockholders to submit the certificates evidencing their TODAY'S
Common Stock to the Register of the Court for notation of the
pendency of the appraisal proceeding thereon. Failure to comply
with such direction may result in dismissal of the proceeding as
to such non-complying stockholder. After determining the
stockholders entitled to appraisal, the Court, after taking into
account all relevant factors, will appraise the shares,
determining their fair value exclusive of any element of value
arising from the accomplishment or expectation of the Merger,
together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. Upon application of
either MBI or any of the stockholders entitled to appraisal, the
Court may permit discovery or other pretrial proceedings and may
proceed to trial prior to a final determination of the
stockholders entitled to appraisal. Any stockholder whose name
appears on the verified list submitted by Merger Sub may
participate in the appraisal proceedings until it is finally
determined by the Court that such stockholder is not entitled to
appraisal rights. The judgment shall be payable only upon and
simultaneously with the surrender to Merger Sub of the
certificate(s) representing such shares of TODAY'S Common Stock.
Upon payment of the judgment, the stockholder who sought
appraisal shall cease to have any interest in such shares or in
TODAY'S and will have no right to receive dividends in such stock
or exercise other rights of stock ownership.

Section 262 provides fair value is to be "exclusive of
any element of value arising from the accomplishment or
expectation of the merger." The Delaware Supreme Court has
construed Section 262 to mean that "elements of future value,
including the nature of the enterprise, which are known or
susceptible of proof as of the date of the merger and are not the
product of speculation, may be considered." Stockholders who are
considering seeking an appraisal should bear in mind that the
fair value of their shares of TODAY'S Common Stock determined
under Section 262 could be more than, the same as or less than
the consideration they are to receive pursuant to the Merger
Agreement if they do not seek appraisal of their shares of
TODAY'S Common Stock, and that an opinion of an investment
banking firm as to fairness is not an opinion as to fair value
under Section 262.

Costs of the appraisal proceeding may be assessed
against the parties thereto (i.e., Merger Sub and the
stockholders participating in the appraisal proceeding) by the
Court as the Court deems equitable in the circumstances. Upon
the application of any stockholder, the Court may determine the
amount of interest, if any, to be paid upon the value of the
stock of stockholders entitled thereto. Upon application of a
stockholder, the Court may order all or a portion of the expenses
incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorneys'
fees and the fees and expenses of experts, to be charged pro rata
against the value of all shares entitled to appraisal. Any
stockholder who has demanded appraisal rights will not, after the
Effective Time, be entitled to vote the stock subject to such
demand for any purpose or to receive payment of dividends or any
other distribution with respect to such shares (other than
dividends or distributions, if any, payable to holders of record
as of a record date prior to the Effective Time) or to receive
the payment of the consideration provided for in the Merger
Agreement. However, if no petition for an appraisal is filed
within 120 days after the Effective Time or if such stockholder
delivers to Merger Sub a written withdrawal of his demand for an
appraisal and an acceptance of the Merger, either within 60 days
after the Effective Time or thereafter with the written approval
of Merger Sub, then the right of such stockholder to an appraisal
will cease. Notwithstanding the foregoing, no appraisal
proceeding in the Court of Chancery will be dismissed as to any
stockholder without the approval of the Court, and such approval
may be conditioned upon such terms as the Court deems just.

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<PAGE> 62

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

THE PRECEDING DISCUSSION IS A SUMMARY OF THE PROVISIONS
REGARDING APPRAISAL RIGHTS UNDER THE DGCL AND IS QUALIFIED IN ITS
ENTIRETY BY THE TEXT OF SECTION 262 OF THE DGCL WHICH IS ATTACHED
HERETO AS ANNEX A. TODAY'S STOCKHOLDERS WHO ARE INTERESTED IN
-------
PERFECTING APPRAISAL RIGHTS PURSUANT TO THE DGCL IN CONNECTION
WITH THE MERGER SHOULD CONSULT WITH THEIR COUNSEL FOR ADVICE AS
TO THE PROCEDURES REQUIRED TO BE FOLLOWED.

- 56 -
<PAGE> 63

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 TODAY'S
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 First Financial. The data
presented is based upon the supplemental consolidated financial
statements, consolidated financial statements and related notes
of MBI and the consolidated financial statements and related
notes of TODAY'S included 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 First Financial had been consummated prior to the
periods indicated.

<TABLE>
<CAPTION>
MBI/ MBI/
MBI/TODAY'S MBI/TODAY'S All Entities All Entities
MBI TODAY'S 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 $ 17.40 $ 25.65 $ 17.76 $ 25.65 $ 17.76
December 31, 1995 26.04 16.96 26.05 18.03 26.05 18.03

Cash Dividends Declared per Share:
Six months ended June 30, 1996 $ .82 $ .2875 $ .82 $ .57 $ .82 $ .57
Year ended December 31, 1995 1.32 .5375 1.32 .92 1.32 .91

Earnings per Share:
Six months ended June 30, 1996 $ 1.10 $ .93 $ .99 $ .69 $ .99 $ .69
Year ended December 31, 1995 3.74 1.79 3.62 2.51 3.63 2.51

Market Price per Share:
At March 19, 1996 <F4> $45.250 $ 26.75 n/a n/a n/a n/a
At ------------, 1996 <F4> n/a n/a n/a n/a

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

<F1> Includes the effect of pro forma adjustments for TODAY'S, as
appropriate. See "- Notes to Pro Forma Combined Consolidated
Financial Statements."

<F2> Based on the pro forma combined per share amounts multiplied by
0.6923, 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 "- Notes to Pro Forma Combined
Consolidated Financial Statements."

<F3> Includes the effect of pro forma adjustments for TODAY'S, Peoples
and First Financial, as appropriate. See "- Notes to Pro Forma
Combined Consolidated Financial Statements."

<F4> The market price per share of MBI and TODAY'S Common Stock was
determined as of the last trading day preceding the public
announcement of the proposed Merger and as of the latest available
date prior to the filing of the Proxy Statement/Prospectus, based
on the last sale prices as reported on the NYSE Composite Tape and
the Nasdaq National Market, respectively.
</TABLE>

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<PAGE> 64

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 First Financial 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 TODAY'S, Peoples and First Financial
as if the proposed Merger and the proposed acquisitions of Peoples and
First Financial 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 TODAY'S. These pro forma
combined consolidated financial statements may not be indicative of the
results of operations that actually would have occurred if the proposed
Merger or the proposed acquisitions of Peoples and First Financial had
been consummated on the dates assumed above or of the results of
operations that may be achieved in the future.

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<PAGE> 65
<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
June 30, 1996
(Thousands)
(Unaudited)
<CAPTION>
MBI,
TODAY'S All Entities
Pro Forma Peoples, Pro Forma
TODAY'S Combined First First Financial Combined
MBI<F1> TODAY'S Adjustments<F2> Consolidated Peoples Financial Adjustments<F2> Consolidated
------- -------- --------------- ------------ ------- --------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 840,848 $ 15,435 $(52,379)<F3> $ 769,904 $ 3,179 $ 3,845 $(14,507)<F3> $ 747,570
(34,000)<F4> (11,516)<F3>
(3,335)<F8>
Due from banks-interest
bearing 64,857 338 65,195 29 -- 65,224
Federal funds sold and
repurchase agreements 209,502 9,980 219,482 -- 150 219,632
Investments in debt and
equity securities
Trading 255 -- 255 -- -- 255
Available-for-sale 4,428,289 75,070 4,503,359 36,076 33,101 4,572,536
Held-to-maturity -- 27,640 27,640 -- -- 27,640
----------- -------- -------- ----------- ------- ------- -------- -----------
Total 4,428,544 102,710 -- 4,531,254 36,076 33,101 -- 4,600,431
Loans and leases 11,947,615 360,390 12,308,005 51,900 47,521 12,407,426
Reserve for possible
loan losses (205,687) (3,538) (209,225) (717) (660) (210,602)
----------- -------- -------- ----------- ------- ------- -------- -----------
Net Loans and Leases 11,741,928 356,852 -- 12,098,780 51,183 46,861 -- 12,196,824
Other assets 752,150 24,223 47,867 <F4> 815,768 3,916 3,551 8,074 <F6> 834,164
(47,867)<F5> (8,074)<F7>
39,395 <F10> 6,392 <F10>
10,443 <F8>
(10,443)<F9>
4,537 <F10>
----------- -------- -------- ----------- ------- ------- -------- -----------

Total Assets $18,037,829 $509,538 $(46,984) $18,500,383 $94,383 $87,508 $(18,429) $18,663,845
=========== ======== ======== =========== ======= ======= ======== ===========
</TABLE>

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<PAGE> 66

<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
June 30, 1996
(Thousands)
(Unaudited)
<CAPTION>
MBI,
TODAY'S Peoples, All Entities
Pro Forma First Pro Forma
TODAY'S Combined First Financial Combined
MBI<F1> TODAY'S Adjustments Consolidated Peoples Financial Adjustments Consolidated
------- ------- ----------- ------------ ------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES
Deposits
Non-interest bearing $ 2,567,425 $ 43,788 $ $ 2,611,213 $ 9,342 $ 7,494 $ $ 2,628,049
Interest bearing 11,668,483 393,871 12,062,354 64,897 68,211 12,195,462
Foreign 97,362 97,362 -- -- 97,362
----------- -------- -------- ----------- ------- ------- -------- -----------
Total Deposits 14,333,270 437,659 -- 14,770,929 74,239 75,505 -- 14,920,873
Federal funds purchased
and repurchase agreements 1,108,416 9,022 1,117,438 11,590 720 1,129,748
Other short-term and long-term
borrowings 750,326 11,397 761,723 -- -- 761,723
Other liabilities 239,012 3,593 242,605 480 640 243,725
----------- -------- -------- ----------- ------- ------- -------- -----------
Total Liabilities 16,431,024 461,671 -- 16,892,695 86,309 77,065 -- 17,056,069

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

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

Capital surplus 233,725 6,461 883 <F4> 234,608 2,250 771 (41)<F6> 234,696
(6,461)<F5> (2,250)<F7>
129 <F8>
(771)<F9>

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

Treasury stock (26,997) -- (52,379)<F3> (26,997) -- -- (14,507)<F3> (26,997)
52,379 <F4> 14,507 <F6>
(11,516)<F3>
11,516 <F8>
----------- -------- -------- ----------- ------- ------- -------- -----------
Total Shareholders' Equity 1,606,805 47,867 (46,984) 1,607,688 8,074 10,443 (18,429) 1,607,776
----------- -------- -------- ----------- ------- ------- -------- -----------

Total Liabilities and
Shareholders' Equity $18,037,829 $509,538 $(46,984) $18,500,383 $94,383 $87,508 $(18,429) $18,663,845
=========== ======== ======== =========== ======= ======= ======== ===========

See Notes to Pro Forma Combined Consolidated Financial Statements.
</TABLE>

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<PAGE> 67
<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT
For the Six Months Ended June 30, 1996
(Thousands except per share data)
(Unaudited)
<CAPTION>
MBI,
TODAY'S All Entities
Pro Forma Peoples, Pro Forma
TODAY'S Combined First First Financial Combined
MBI<F1> TODAY'S Adjustments<F2> Consolidated Peoples Financial Adjustments<F2> Consolidated
------- ------- --------------- ------------ ------- --------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Income $ 655,572 $ 19,395 $ (2,159) $ 672,808 $3,580 $3,228 $ (363) $ 678,882

Interest Expense 309,114 9,792 318,906 1,839 1,429 322,174
----------- ---------- -------- ----------- ------ ------ ------- -----------
Net Interest Income 346,458 9,603 (2,159) 353,902 1,741 1,799 (734) 356,708
Provision for Possible Loan
Losses 43,806 560 2,300 46,666 -- 12 46,678
----------- ---------- -------- ----------- ------ ------ ------- -----------

Net Interest Income
after Provision for
Possible Loan Losses 302,652 9,043 (4,459) 307,236 1,741 1,787 (734) 310,030
Other Income
Trust 40,103 915 41,018 -- -- 41,018
Service charges 39,177 869 40,046 210 144 40,400
Credit card fees 9,579 -- 9,579 -- -- 9,579
Securities gains (losses) (2,858) 6 (2,852) -- -- (2,852)
Other 51,440 609 52,049 167 71 52,287
----------- ---------- -------- ----------- ------ ------ ------- -----------

Total Other Income 137,441 2,399 -- 139,840 377 215 -- 140,432
Other Expense
Salaries and employee
benefits 157,992 3,750 161,742 589 766 163,097
Net occupancy and equipment 43,073 1,351 44,424 191 84 44,699
Other 125,029 2,384 1,313 136,426 500 348 213 137,638
7,700 151
----------- ---------- -------- ----------- ------ ------ ------- -----------
Total Other Expense 326,094 7,485 9,013 342,592 1,280 1,198 364 345,434
----------- ---------- -------- ----------- ------ ------ ------- -----------

Income Before Income Taxes 113,999 3,957 (13,472) 104,484 838 804 (1,098) 105,011
Income Taxes 44,358 1,391 (3,915) 41,834 290 278 (131) 42,137
(134)
----------- ---------- -------- ----------- ------ ------ ------- -----------
Net Income $ 69,641 $ 2,566 $ (9,557) $ 62,650 $ 548 $ 526 $ (833) $ 62,891
=========== ========== ======== =========== ====== ====== ======= ===========

Per Share Data
Average Common Shares
Outstanding 62,916,388 62,916,388 62,916,388
Net Income $1.10 $.99 $.99

See Notes to Pro Forma Combined Consolidated Financial Statements.
</TABLE>

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<PAGE> 68

<TABLE>
MERCANTILE BANCORPORATION INC.
PRO FORMA COMBINED CONSOLIDATED INCOME STATEMENT
For the Year Ended December 31, 1995
(Thousands except per share data)
(Unaudited)

<CAPTION>
MBI,
TODAY'S All Entities
Pro Forma Peoples, Pro Forma
TODAY'S Combined First First Financial Combined
MBI<F1> TODAY'S Adjustments<F2> Consolidated Peoples Financial Adjustments<F2> Consolidated
------- ------- --------------- ------------ ------- --------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Income $ 1,293,944 $ 39,180 $ (4,318) $ 1,328,806 $7,086 $6,103 $ (725) $ 1,340,527
(743)
Interest Expense 620,534 19,775 640,309 3,517 2,693 646,519
----------- ---------- -------- ----------- ------ ------ ------- -----------
Net Interest Income 673,410 19,405 (4,318) 688,497 3,569 3,410 (1,468) 694,008
Provision for Possible Loan
Losses 36,530 960 2,300 39,790 45 -- 39,835
----------- ---------- -------- ----------- ------ ------ ------- -----------

Net Interest Income after
Provision for
Possible Loan Losses 636,880 18,445 (6,618) 648,707 3,524 3,410 (1,468) 654,173
Other Income
Trust 70,751 1,624 72,375 -- -- 72,375
Service charges 75,408 1,655 77,063 452 264 77,779
Credit card fees 19,690 -- 19,690 -- -- 19,690
Securities gains (losses) 4,042 62 4,104 (14) (37) 4,053
Other 103,762 1,640 105,402 143 484 106,029
----------- ---------- -------- ----------- ------ ------ ------- -----------

Total Other Income 273,653 4,981 -- 278,634 581 711 -- 279,926
Other Expense
Salaries and employee
benefits 298,625 7,318 305,943 1,148 1,569 308,660
Net occupancy and equipment 82,674 3,863 86,537 576 191 87,304
Other 172,449 4,779 2,626 187,554 590 933 426 189,805
7,700 302
----------- ---------- -------- ----------- ------ ------ ------- -----------
Total Other Expense 553,748 15,960 10,326 580,034 2,314 2,693 728 585,769
----------- ---------- -------- ----------- ------ ------ ------- -----------

Income Before Income Taxes 356,785 7,466 (16,944) 347,307 1,791 1,428 (2,196) 348,330
Income Taxes 124,109 2,587 (4,692) 122,004 628 430 (261) 122,534
(267)
----------- ---------- -------- ----------- ------ ------ ------- -----------
Net Income $ 232,676 $ 4,879 $(12,252) $ 225,303 $1,163 $ 998 $(1,668) $ 225,796
=========== ========== ======== =========== ====== ====== ======= ===========

Per Share Data
Average Common Shares
Outstanding 61,883,723 61,883,723 61,883,723
Net Income $3.74 $3.62 $3.63

See Notes to Pro Forma Combined Consolidated Financial Statements.
</TABLE>

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<PAGE> 69
MERCANTILE BANCORPORATION INC.
NOTES TO PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

<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 TODAY'S, Peoples and First Financial
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 TODAY'S and
First Financial) 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, of which $2,300,000 is provision for
possible loan losses and $7,700,000 is other expense.
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.

<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 price is $44.50 per share.

<F4> Purchase entry of TODAY'S with assumed consideration
consisting 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 date of
execution of the definitive Merger Agreement) was $45.25.

<F5> Elimination of MBI's investment in TODAY'S.

<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 execution
of the definitive reorganization agreement between MBI and
Peoples Bank).

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

<F8> Purchase entry of First Financial with assumed
consideration consisting 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
date of execution of the definitive merger agreement
between MBI and First Financial) was $45.00.

<F9> Elimination of MBI's investment in First Financial.

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

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<PAGE> 70

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

- 64 -
<PAGE> 71
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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<PAGE> 72

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 TODAY'S 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
TODAY'S at the time the Merger is submitted to a vote of the
shareholders of TODAY'S. Each affiliate of TODAY'S (generally
each director or executive officer of TODAY'S and each
stockholder who beneficially owns a substantial number of
outstanding shares of TODAY'S 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 TODAY'S 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 TODAY'S 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 STOCKHOLDERS
OF TODAY'S

MBI is incorporated under the laws of the State of
Missouri. TODAY'S is organized under the laws of the State of
Delaware. 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 TODAY'S stockholders are governed by the
Certificate of Incorporation and By-Laws of TODAY'S and by the
DGCL. The rights of TODAY'S stockholders 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 stockholders, and,
where applicable, the differences between the rights of MBI
shareholders and TODAY'S stockholders, are summarized below. The
summary is qualified in its entirety by reference to the Missouri
Act, the DGCL, the Restated Articles of Incorporation and the By-
Laws of MBI and the Certificate of Incorporation and By-laws of
TODAY'S.

PREFERRED SHARE PURCHASE RIGHTS PLAN. As described
above under "Description of MBI Common Stock and Attached
Preferred Share Purchase Rights - Preferred Share Purchase Rights
Plan," MBI Common Stock has attached Rights, which may deter
certain takeover proposals. TODAY'S also has a similar preferred
share purchase rights plan (the "TODAY'S Rights Plan"), pursuant
to which one preferred share purchase right is attached to each
share of TODAY'S Common Stock. Under the TODAY'S Rights Plan,
the triggering beneficial ownership of shares of TODAY'S Common
Stock is 15%, rather than 20%. Each TODAY'S Right carries an
exercise price of $50, as compared to $100 for MBI Rights, and
entitles the holder to buy 1/100 of a share of TODAY'S Series A
Preferred Stock. The TODAY'S Rights can also be redeemed by the
TODAY'S Board of Directors in certain circumstances and expire by
their terms on December 12, 2000.

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

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<PAGE> 73
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 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.

The Certificate of Incorporation and By-Laws of TODAY'S
also contain provisions requiring a supermajority vote of the
Shareholders to approve certain proposals. Under the By-Laws of
TODAY'S, amendments to the By-Laws concerning the number and term
of directors require the affirmative vote of not less than two-
thirds of the total shares entitled to vote in elections of
directors. Under the Certificate of Incorporation of TODAY'S,
amendments to the Certificate of Incorporation, other than with
respect to the number of shares of Common Stock issuable by
TODAY'S, also require a two-thirds supermajority vote. In
addition, approval of a merger or consolidation (other than with
or into a corporation of which at least 80% is owned by TODAY'S),
the sale of substantially all of the assets of TODAY'S or the
dissolution of TODAY'S requires a two-thirds supermajority vote.

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. The Certification of Incorporation and By-Laws
of TODAY'S 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 "Description of
MBI Common Stock and Attached Preferred Share Purchase Rights -
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

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diminishes the benefits of the cumulative voting rights to minority
shareholders. TODAY'S also has a classified Board of Directors with
three classes of directors.

ACTION BY SHAREHOLDERS OR STOCKHOLDERS WITHOUT A
MEETING. Under the Missouri Act and the DGCL, written action of
stockholders is permitted unless the Articles or Certificate 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. The
Certificate of Incorporation and By-Laws of TODAY'S provide that
any action of the stockholders or the Board of Directors or any
committee thereof may be taken upon either the written consent of
the required number of stockholders or all of the members of the
Board of Directors or any committee thereof, as the case may be.

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.

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 33-1/3%, (ii) 33-1/3% 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

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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 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. MBI's Restated Articles of Incorporation
and By-Laws do not "opt out" of the Control Share Acquisition
Statute.

The DGCL applicable to TODAY'S contains a business
combination statute similar to that contained in the Missouri
Act. Like the Missouri business combination statute, the
Delaware business combination statute generally prohibits a
domestic corporation from engaging in mergers or other business
combinations with Interested Persons (as defined in the DGCL) for
a statutory time period. The prohibition can be avoided if the
business combination is approved by the board of directors prior
to the date on which the Interested Person acquires the requisite
percentage of stock. The Missouri Act imposes a longer
prohibition period on transactions with Interested Persons (five
years) than the DGCL (three years), thereby potentially
increasing the period during which a hostile takeover may be
frustrated. In addition, the DGCL, unlike its Missouri
counterpart, does not apply if the Interested Person obtains at
least 85% of the corporation's voting stock upon consummation of
the transactions which resulted in the stockholder becoming an
Interested Person. Thus, a person acquiring at least 85% of the
corporation's voting stock could circumvent the defensive
provisions of the DGCL while being unable to do so under the
Missouri Act. The DGCL does not contain a control share
acquisition statute similar to that contained in the Missouri
Act.

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. Under
the DGCL, stockholders of TODAY'S are entitled to appraisal
rights upon the consolidation or merger of TODAY'S which are
similar but not identical to those under the Missouri Act.
Specifically, the dissenters' rights provisions of the Missouri
Act do not have an exception from the dissenters' rights
provisions in circumstances in which the shareholder seeking to
exercise such rights owns shares in a widely held, publicly
traded corporation and is to receive, or continue to hold after
the transaction under which such shareholder is seeking to
exercise dissenters' rights, shares of a widely held, publicly
traded corporation. In addition, the procedures and the filing
deadlines applicable to dissenters' rights under the Missouri Act
are somewhat different than those applicable in appraisal rights
proceedings under the DGCL.

SHAREHOLDERS' AND STOCKHOLDERS' RIGHT TO INSPECT.
Under the DGCL, any stockholder may inspect the corporation's
stock ledger, stockholder list and other books and records for
any proper purpose. A "proper purpose" is defined as a purpose
reasonably related to such person's interest as a stockholder.
The DGCL specifically provides that a stockholder may appoint an
agent for the purpose of examining the stock ledger, list of
stockholders or other books and records of the corporation. A

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stockholder may apply to the Delaware Court of Chancery to compel
inspection in the event the stockholder's request to examine the
books and records is refused. In general, the stockholder has
the burden of proving an improper purpose where a stockholder
requests to examine the stockholder ledger or stockholder list.
The right of stockholders to inspect under the Missouri Act is
generally similar to that of stockholders under the DGCL.
Neither the Missouri Act nor Missouri case law, however, provides
any specific guidance as to whether a shareholder may appoint an
agent for the purpose of examining books and records or the
extent to which a shareholder must have a "proper purpose."
Accordingly, in comparison with the DGCL, in a given situation a
Missouri shareholder may be provided with less guidance as to the
scope of his or her ability to inspect the books and records of
the corporation.

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. Similarly to the
Missouri Act, the DGCL provides that a corporation may fix the
number of directors in its Certificate of Incorporation or By-
Laws. The number of directors on the Board of Directors of
TODAY'S is set forth in the Certificate of Incorporation of
TODAY'S, which provides that the number of directors may be fixed
from time to time at not less than 7 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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<PAGE> 77

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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<PAGE> 78
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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<PAGE> 79

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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<PAGE> 80

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 Securities and Exchange Commission and other regulatory
authorities and consultation on financial accounting and
reporting matters.

KPMG Peat Marwick LLP served as independent accountants
for TODAY'S 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 Securities and Exchange Commission and other regulatory
authorities and consultation on financial accounting and
reporting matters. KPMG Peat Marwick LLP intends to have a
representative present at the Special Meeting.

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

Certain legal matters will be passed upon for MBI by
Thompson Coburn, St. Louis, Missouri and for TODAY'S by Hinshaw &
Culbertson, Chicago, Illinois.

EXPERTS
-------

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

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<PAGE> 81

The consolidated financial statements of TODAY'S as of
December 31, 1995 and 1994 and for each of the years then ended,
incorporated by reference in TODAY'S Annual Report on Form 10-K,
have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public
accountants, whose report is incorporated by reference herein,
and upon the authority of such firm as experts in accounting and
auditing.

The consolidated financial statements of TODAY'S for
the year ended December 31, 1993, incorporated by reference in
TODAY'S Annual Report on Form 10-K, have been incorporated by
reference herein in reliance upon the report of Coopers & Lybrand
LLP, independent certified public accountants, whose report is
incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing.

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

The Board of Directors of TODAY'S, 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 TODAY'S.

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

If the Merger Agreement is approved and adopted, the
other conditions to the Merger are satisfied and the Merger is
consummated, certain of the stockholders of TODAY'S 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.

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ANNEX A
-------

The following is the text of the statutory appraisal right
as set forth in Section 262 of The General Corporation Law of the
State of Delaware:

Section 262. APPRAISAL RIGHTS

(a) Any stockholder of a corporation of this State who
holds shares of stock on the date of the making of a demand
pursuant to subsection (d) of this section with respect to such
shares, who continuously holds such shares through the effective
date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in
favor of the merger or consolidation nor consented thereto in
writing pursuant to Section 228 of this title shall be entitled
to an appraisal by the Court of Chancery of the fair value of his
shares of stock under the circumstances described in subsections
(b) and (c) of this section. As used in this section, the word
"stockholder" means a holder of record of stock in a stock
corporation and also a member of record of a non-stock
corporation; the words "stock" and "share" mean and include what
is ordinarily meant by those words and also membership or
membership interest of a member of a non-stock corporation; and
the words "depository receipt" mean a receipt or other instrument
issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation,
which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of
any class or series of stock of a constituent corporation in a
merger or consolidation to be effected pursuant to Sections 251
(other than a merger effected pursuant to subsection (g) of
Section 251), 252, 254, 257, 258, 263 or 264 of this title:

(1) Provided, however, that no appraisal rights under
this section shall be available for the shares of any class or
series of stock, which stock, or depository receipts in respect
thereof, at the record date fixed to determine the stockholders
entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities
exchange or designated as a national market system on an
interdealer quotation system by the National Association of
Securities Dealers, Inc., or (ii) held of record by more than
2,000 holders; and further provided that no appraisal rights
shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for
its approval the vote of the holders of the surviving corporation
as provided in subsection (f) of Section 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection,
appraisal rights under this section shall be available for the
shares of any class or series of stock of a constituent
corporation if the holders thereof are required by the terms of
an agreement of merger or consolidation pursuant to Sections 251,
252, 254, 257, 258 263 and 264 of this title to accept for such
stock anything except:

a. Shares of stock of the corporation surviving
or resulting from such merger or consolidation, or
depository receipts in respect thereof;

b. Shares of stock of any other corporation, or
depository receipts in respect thereof, which shares of
stock or depository receipts at the effective date of
the merger or consolidation will be either listed on a
national securities exchange or designated as a
national market system security on an interdealer
quotation system by the National Association of
Securities Dealers, Inc., or held of record by more
than 2,000 holders;

c. Cash in lieu of fractional shares or
fractional depository receipts described in the
foregoing subparagraphs a. and b. of this paragraph; or

A-1
<PAGE> 83

d. Any combination of the shares of stock,
depository receipts and cash in lieu of fractional
shares or fractional depository receipts described in
the foregoing subparagraphs a., b. and c. of this
paragraph.

(3) In the event all of the stock of a subsidiary
Delaware corporation party to a merger effected under Section 253
of this title is not owned by the parent corporation immediately
prior to the merger, appraisal rights shall be available for the
shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be
available for the shares of any class or series of its stock as a
result of an amendment to its certificate of incorporation, any
merger or consolidation in which the corporation is a constituent
corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains
such a provision, the procedures of this section, including those
set forth in subsections (d) and (e) of this section, shall apply
as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which
appraisal rights are provided under this section is to be
submitted for approval at a meeting of stockholders, the
corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date
for such meeting with respect to shares for which appraisal
rights are available pursuant to subsections (b) or (c) hereof
that appraisal rights are available for any or all of the shares
of the constituent corporations, and shall include in such notice
a copy of this section. Each stockholder electing to demand the
appraisal of his shares shall deliver to the corporation, before
the taking of the vote on the merger or consolidation, a written
demand for appraisal of his shares. Such demand will be
sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of his shares. A proxy or vote
against the merger or consolidation shall not constitute such a
demand. A stockholder electing to take such action must do so by
a separate written demand as herein provided. Within 10 days
after the effective date of such merger or consolidation, the
surviving or resulting corporation shall notify each stockholder
of each constituent corporation who has complied with the
provisions of this subsection and has not voted in favor of or
consented to the merger or consolidation of the date that the
merger or consolidation has become effective; or

(2) If the merger or consolidation was approved
pursuant to Section 228 or Section 253 of this title, the
surviving or resulting corporation, either before the effective
date of the merger or consolidation or within 10 days thereafter,
shall notify each of the stockholders entitled to appraisal
rights of the effective date of the merger or consolidation and
that appraisal rights are available for any or all of the shares
of the constituent corporation, and shall include in such notice
a copy of this section. The notice shall be sent by certified or
registered mail, return receipt requested, addressed to the
stockholder at his address as it appears on the records of the
corporation. Any stockholder entitled to appraisal rights may,
within 20 days after the date of mailing of the notice, demand in
writing from the surviving or resulting corporation the appraisal
of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and
that the stockholder intends thereby to demand the appraisal of
his shares.

(e) Within 120 days after the effective date of the merger
or consolidation, the surviving or resulting corporation or any
stockholder who has complied with subsections (a) and (d) hereof
and who is otherwise entitled to appraisal rights, may file a
petition in the Court of Chancery demanding a determination of
the value of the stock of all such stockholders. Notwithstanding
the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the

A-2
<PAGE> 84
right to withdraw his demand for appraisal and to accept the
terms offered upon the merger or consolidation. Within 120 days
after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections
(a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting
from the consolidation a statement setting forth the aggregate
number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal
have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the
stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation
or within 10 days after expiration of the period for delivery of
demands for appraisal under subsection (d) hereof, whichever is
later.

(f) Upon the filing of any such petition by a stockholder,
service of a copy thereof shall be made upon the surviving or
resulting corporation, which shall within 20 days after such
service file in the office of the Register in Chancery in which
the petition was filed a duly verified list containing the names
and addresses of all stockholders who have demanded payment for
their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting
corporation. If the petition shall be filed by the surviving or
resulting corporation, the petition shall be accompanied by such
a duly verified list. The Register in Chancery, if so ordered by
the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the
surviving or resulting corporation and to the stockholders shown
on the list at the addresses therein stated. Such notice shall
also be given by one or more publications at least 1 week before
the day of the hearing, in a newspaper of general circulation
published in the City of Wilmington, Delaware or such publication
as the Court deems advisable. The forms of the notices by mail
and by publication shall be approved by the Court, and the costs
thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall
determine the stockholders who have complied with this section
and who have become entitled to appraisal rights. The Court may
require the stockholders who have demanded an appraisal for their
shares and who hold stock represented by certificates to submit
their certificates of stock to the Register in Chancery for
notation thereon of the pendency of the appraisal proceedings;
and if any stockholder fails to comply with such direction, the
Court may dismiss the proceedings as to such stockholder.

(h) After determining the stockholders entitled to an
appraisal, the Court shall appraise the shares, determining their
fair value exclusive of any element of value arising from the
accomplishment or expectation of the merger or consolidation,
together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such
fair value, the Court shall take into account all relevant
factors. In determining the fair rate of interest, the Court may
consider all relevant factors, including the rate of interest
which the surviving or resulting corporation would have had to
pay to borrow money during the pendency of the proceeding. Upon
application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding,
the Court may, in its discretion, permit discovery or other
pretrial proceedings and may proceed to trial upon the appraisal
prior to the final determination of the stockholder entitled to
an appraisal. Any stockholder whose name appears on the list
filed by the surviving or resulting corporation pursuant to
subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is
finally determined that he is not entitled to appraisal rights
under this section.

(i) The Court shall direct the payment of the fair value of
the shares, together with interest, if any, by the surviving or
resulting corporation to the stockholders entitled thereto.
Interest may be simple or compound, as the Court may direct.
Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of
holders of shares represented by

A-3
<PAGE> 85
certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be
enforced as other decrees in the Court of Chancery may be enforced,
whether such surviving or resulting corporation be a corporation of
this State or of any other state.

(j) The costs of the proceeding may be determined by the
Court and taxed upon the parties as the Court deems equitable in
the circumstances. Upon application of a stockholder, the Court
may order all or a portion of the expenses incurred by any
stockholder in connection with the appraisal proceeding,
including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the
value of all of the shares entitled to an appraisal.

(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal
rights as provided in subsection (d) of this section shall be
entitled to vote such stock for any purpose or to receive payment
of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of
record at a date which is prior to the effective date of the
merger or consolidation); provided, however, that if no petition
for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall
deliver to the surviving or resulting corporation a written
withdrawal of his demand for an appraisal and an acceptance of
the merger or consolidation, either within 60 days after the
effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder
to an appraisal shall cease. Notwithstanding the foregoing, no
appraisal proceeding in the Court of Chancery shall be dismissed
as to any stockholder without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems
just.

(l) The shares of the surviving or resulting corporation to
which the shares of such objecting stockholders would have been
converted had they assented to the merger or consolidation shall
have the status of authorized and unissued shares of the
surviving or resulting corporation.

A-4
<PAGE> 86

ANNEX B
-------

[Letterhead of The Chicago Corporation]

[date of Proxy Statement/Prospectus]

Board of Directors
TODAY'S BANCORP, INC.
P.O. Box 30
Freeport, Illinois 61032

Members of the Board:

You have requested our opinion as to the fairness of the merger
consideration (the "Merger Consideration"), from a financial
point of view, to the stockholders of TODAY'S BANCORP, INC.
("TODAY'S") with respect to the proposed acquisition of TODAY'S
by Mercantile Bancorporation Inc. ("Mercantile"). TODAY'S has
entered into an Agreement and Plan of Merger (the "Agreement"),
dated March 19, 1996, between TODAY'S, Mercantile and Mercantile
Bancorporation Incorporated of Illinois, a wholly owned
subsidiary of Mercantile. As set forth in the Agreement, subject
to a stockholder's election, for each share of TODAY'S common
stock, stockholders of TODAY'S will receive as Merger
Consideration one of the following: (i) cash equal to $30.79;
(ii) 0.6923 of a share of Mercantile common stock; or (iii) cash
equal to $12.32 and 0.4154 of a share of Mercantile common stock.
The Agreement sets forth stockholder election procedures.

During the course of our engagement, we have, among other things:

1) reviewed the Agreement, the Proxy Statement/Prospectus
and related documents, the audited financial statements
for TODAY'S and Mercantile for the three fiscal years
ended December 31, 1995 and the interim financial
statements through June 30, 1996 as provided to us, as
well as other internally generated TODAY'S reports
relating to asset/liability management, asset quality
and so forth;

2) reviewed and analyzed other material bearing upon the
financial and operating condition of Mercantile and
TODAY'S and material prepared in connection with the
proposed transaction;

3) reviewed the operating characteristics of certain other
financial institutions deemed relevant to the
contemplated transaction;

4) reviewed the nature and terms of recent sale and merger
transactions involving banks and bank holding companies
and other financial institutions that we consider
relevant;

5) reviewed historical and current market data for
Mercantile and TODAY'S common stock;

6) reviewed financial and other information provided to us
by the managements of Mercantile and TODAY'S;

B-1
<PAGE> 87

- ------------, 1996
Board of Directors
TODAY'S BANCORP, INC.
Page 2

7) conducted meetings with members of the senior
management of Mercantile and TODAY'S for the purpose of
reviewing the future prospects of Mercantile and
TODAY'S; and

8) evaluated the pro forma ownership of Mercantile common
stock by TODAY'S stockholders, relative to the pro
forma contribution of TODAY'S assets, liabilities,
equity and earnings to the pro forma company.

The Chicago Corporation, as part of its investment banking
business, is regularly engaged in the valuation of banks and bank
holding companies and thrifts and thrift holding companies in
connection with mergers and acquisitions as well as initial and
secondary offerings of securities and valuations for other
purposes. The Chicago Corporation is a member of all principal
U.S. Securities exchanges and in the conduct of our broker-dealer
activities may from time to time purchase securities from, and
sell securities to, TODAY'S and Mercantile and as a market maker
buy or sell the equity securities of TODAY'S for our own account
and for the accounts of customers. In rendering this fairness
opinion we have been retained by the Board of Directors of
TODAY'S and our opinion is directed to the Board of Directors.
The Chicago Corporation will receive a fee from TODAY'S for our
services.

In rendering this opinion, we have relied upon, without
independent verification, the accuracy and completeness of the
financial and other information and representations provided to
us by Mercantile and TODAY'S. We have relied upon the management
of TODAY'S and Mercantile as to the reasonableness and
achievability of the financial forecasts and projections (and the
assumptions and basis therefor) provided to us, and have assumed
that such forecasts and projections are the best available
estimates of management.

Based on the foregoing and our experience as investment bankers,
we are of the opinion that, as of the date hereof, the Merger
Consideration to be received by the stockholders of TODAY'S as
described in the Agreement, is fair from a financial point of
view.

Sincerely,

THE CHICAGO CORPORATION

B-2
<PAGE> 88

PROXY TODAY'S BANCORP, INC.

SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD -------------, 1996

The undersigned stockholder(s) of TODAY'S BANCORP, INC. (the
"Company"), does hereby nominate, constitute and appoint
R. William Owen and Daniel M. Lashinski, or each of them (with
full power to act alone), true and lawful attorney(s), with full
powers of substitution, for the undersigned and in the name,
place and stead of the undersigned to vote all shares of common
stock, $5.00 par value, of the Company which the undersigned is
entitled to vote at the Special Meeting of Stockholders (the
"Meeting") to be held at the Business Conference Center of
Highland Community College, 2998 West Pearl City Road, Freeport,
Illinois, on -------------, 1996 at ------- -.m., and at any and
all adjournments and postponements thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE MERGER AGREEMENT. IF
ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL
BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.

The Board of Directors recommends a vote "FOR" the Merger
Agreement.

Adoption and approval of the Agreement and Plan of
Merger, dated as of March 19, 1996 (the "Merger
Agreement"), and each of the transactions contemplated
thereby, pursuant to which the Company 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 Company stockholder has perfected
appraisal rights) of Company common stock will be
converted into and each stockholder will have the
opportunity to elect to receive per share of Company
common stock as consideration in the merger: (i) cash
equal to $30.79, (ii) 0.6923 of a share of MBI common
stock or (iii) cash equal to $12.32 and 0.4154 of a
share 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

/X/ FOLD AND DETACH HERE /X/

<PAGE> 89

In their discretion, the proxies are authorized to vote on any
other business that may properly come before the Meeting or any
adjournment or postponement thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the
Meeting or at any adjournments or postponements thereof, and
after notification to the Secretary of the Company at the Meeting
of the Stockholder's decision to terminate this proxy, then the
power of such attorneys or proxies shall be deemed terminated and
of no further force and effect. This proxy may also be revoked
by filing a written notice of revocation with the Secretary of
the Company or by duly executing a proxy bearing a later date.

The undersigned acknowledges receipt, from the Company, prior to
the execution of this proxy, of notice of the Meeting and a Proxy
Statement/Prospectus dated ------------------, 1996.

Dated: ----------------------------------------------------, 1996

- -----------------------------------------------------------------
Signature of Stockholder

Please sign exactly as your name(s) appear(s) to the left. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If share are held
jointly, each holder should sign.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED WHITE, PRE-PAID AND PRE-ADDRESSED ENVELOPE.

/X/ FOLD AND DETACH HERE /X/

TODAY'S BANCORP, INC.

SPECIAL MEETING OF STOCKHOLDERS

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

HIGHLAND COMMUNITY COLLEGE
(BUSINESS CONFERENCE CENTER)
2998 WEST PEARL CITY ROAD
FREEPORT, ILLINOIS 61032

<PAGE> 90

ELECTION FORM FOR USE BY STOCKHOLDERS OF
TODAY'S BANCORP, INC.

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 between TODAY'S BANCORP, INC.
("TODAY'S") and Mercantile Bancorporation Inc. ("MBI") and a wholly
owned subsidiary of MBI, the undersigned stockholder(s) of TODAY'S
elects the following alternative as to the category of
consideration that the undersigned elects to receive in conversion
of his or her shares of TODAY'S common stock upon consummation of
the merger:

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

/ / (i) STOCK ELECTION - 0.6923 of a share of MBI
common stock per share of TODAY's common
stock.

/ / (ii) CASH ELECTION - cash equal to $30.79 per share
of TODAY'S common stock.

/ / (iii) COMBINED ELECTION - cash payment in an amount
equal to $12.32 and 0.4154 of a share of MBI
common stock per share of TODAY'S common
stock.

The undersigned acknowledges that the deadline for filing
this Election Form with KeyCorp Shareholder Services, Inc. is
5:00 p.m., Central Time, on -------------, 1996, the date of the
Special Meeting of Stockholders of TODAY'S called to consider and
vote upon the Merger Agreement. Any stockholder 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,
in certain circumstances, will be treated differently than other
stockholders who have made a Cash Election by filing this Election
Form. By executing an Election Form on which a Stock Election or
Combined Election is made without providing the accompanying
certification regarding certain tax matters, the undersigned
holder is certifying that such holder holds or will hold less
than 1% of the TODAY'S common stock (determined as of the date
of the consummation of the Merger). To the extent that KeyCorp
Shareholder Services, Inc. can determine from the record books
of TODAY'S that any holder of 1% or more of the TODAY'S common
stock (determined as of the date of consummation of the Merger)
has not delivered to KeyCorp Shareholder Services, Inc., on
or before 5:00 p.m., Central Time, on -------------, 1996, a
properly executed tax certification, then such holder shall be
deemed to have made a timely Cash Election. 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 1,177,066 shares of MBI Common Stock and not less than the
number of shares of MBI Common Stock necessary for the merger to
qualify as a tax-deferred reorganization for those stockholders who
receive shares of MBI Common Stock in exchange for their shares of
TODAY'S 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
TODAY'S stockholders consideration other than from the elected
category of consideration and the priorities governing such
adjustments.

Prior to 5:00 p.m., Central Time, on -------------,
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.

Stockholders 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 Stockholder

---------------------------------------
Signature of Stockholder

(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 BLUE, PRE-PAID AND PRE-ADDRESSED ENVELOPE.

<PAGE> 91

[TODAY'S Letterhead]

---------, 1996

Dear Fellow Stockholder:

In connection with the acquisition (the "Merger") of
TODAY'S BANCORP, INC., a Delaware corporation ("TODAY'S"), by
Mercantile Bancorporation Inc., a Missouri corporation ("MBI"),
Thompson Coburn, special counsel for MBI, has been requested to
deliver a legal opinion, based upon certain representations that it
receives from TODAY'S, MBI and holders of 1% or more of TODAY'S
common stock who make a valid election to receive shares of MBI
common stock as consideration in the Merger, to the effect that the
acquisition will constitute a tax-free reorganization for federal
income tax purposes with respect to shares of MBI common stock
received in the Merger. It is intended that TODAY'S stockholders
who exchange their shares of TODAY'S common stock solely for shares
of MBI common stock will not recognize any gain or loss for federal
income tax purposes. However, any cash received by a TODAY'S
stockholder in lieu of any fractional share interest or as cash
consideration may give rise to taxable income.

Attached is a copy of a certificate which addresses your
present plans and intentions concerning any MBI common stock you
may acquire as a result of the proposed transaction. EACH HOLDER
OF 1% OR MORE OF TODAY'S COMMON STOCK (DETERMINED AS OF THE CLOSING
DATE OF THE MERGER) WHO ELECTS TO RECEIVE SHARES OF MBI COMMON
STOCK IN EXCHANGE FOR HIS OR HER SHARES OF TODAY'S COMMON STOCK IN
THE MERGER MUST EXECUTE AND RETURN A PROPERLY EXECUTED CERTIFICATE,
----
ALONG WITH THE ELECTION FORM PROVIDED IN THE ACCOMPANYING PROXY
STATEMENT/PROSPECTUS, TO KEYCORP SHAREHOLDER SERVICES, INC., SUITE
2120, ONE MERCANTILE CENTER, ST. LOUIS, MISSOURI 63101, BY 5:00
P.M., CENTRAL TIME, ON -------------, 1996 (THE "ELECTION
DEADLINE"). EACH HOLDER OF LESS THAN 1% OF TODAY'S COMMON STOCK
WHO ELECTS TO RECEIVE SHARES OF MBI COMMON STOCK IN THE MERGER BUT
WHO ACQUIRES ADDITIONAL SHARES OF TODAY'S COMMON STOCK AFTER THE
ELECTION DEADLINE, THEREBY BECOMING A HOLDER OF 1% OR MORE OF
TODAY'S COMMON STOCK, MUST ALSO EXECUTE AND RETURN A CERTIFICATE IN
ANTICIPATION OF SUCH ACQUISITION. THAT IS, WHETHER SHARES ARE
ACQUIRED BEFORE OR AFTER THE ELECTION DEADLINE, ANY HOLDER OF 1% OR
MORE OF TODAY'S COMMON STOCK WHO FAILS TO EXECUTE AND RETURN A
CERTIFICATE TO KEYCORP SHAREHOLDER BY THE ELECTION DEADLINE WILL BE
DEEMED TO HAVE MADE AN ELECTION TO RECEIVE THE CASH CONSIDERATION
IN THE MERGER. This certificate, which will be delivered to
Thompson Coburn by Keycorp Shareholder Services, Inc., will be
relied on by Thompson Coburn when it gives the legal opinion
described above. Please note that the third paragraph of the
certificate contains an agreement to notify Thompson Coburn if your
plans or intentions change after the certificate is executed.

Please read the certificate carefully. If you are able
truthfully to make the statements contained in the certificate,
please sign and date the certificate and return it to KeyCorp
Shareholder Services, Inc. by the Election Deadline.

If you have any questions regarding the enclosed
certificate, please do not hesitate to call me. However, due to
the individual nature of federal income tax consequences,
stockholders are urged to consult their own tax advisor to
determine the specific tax consequences of the proposed transaction
to them. More detailed information is provided in the accompanying
Proxy Statement/Prospectus.

Sincerely,

DAN HEINE
President and Chief Executive Officer

<PAGE> 92

STOCKHOLDER CERTIFICATE
OF 1% OR MORE HOLDER OF
TODAY'S COMMON STOCK
--------------------

The undersigned stockholder of TODAY'S BANCORP, INC., a
Delaware corporation ("TODAY'S"), ------------------------------,
a holder of --------- shares of TODAY'S common stock, par value
$5.00 per share ("TODAY'S Common Stock"), HEREBY CERTIFIES
that (a) I am familiar with the terms and conditions of the
Agreement and Plan of Merger by and among Mercantile Bancorporation
Inc., a Missouri corporation ("MBI"), TODAY'S and a wholly owned
subsidiary of MBI ("Merger Sub"), dated March 19, 1996, and (b) I
am aware that (i) this Certificate will be relied on by Thompson
Coburn, counsel for MBI, in rendering its opinion to TODAY'S that
the merger of TODAY'S with and into Merger Sub (the "Merger") will
constitute a reorganization within the meaning of section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and
(ii) the representations and undertaking recited herein will
survive the Merger.

The undersigned HEREBY FURTHER CERTIFIES that the
undersigned has no plan, intention or arrangement (including any
option or pledge) to sell, exchange or otherwise dispose of any
shares of the MBI common stock, par value $5.00 per share ("MBI
Common Stock"), to be received as consideration in the Merger,
whether or not such shares of MBI Common Stock are received in
conjunction with a cash distribution, with the exception of any
fractional share of MBI Common Stock to be exchanged for cash
pursuant to the Merger.

The undersigned HEREBY AGREES to immediately communicate
in writing to Thompson Coburn at One Mercantile Center, Suite 3300,
St. Louis, Missouri 63101, to the attention of Charles H. Binger,
any information that could indicate (i) any of the foregoing
representations was inaccurate when made, or (ii) any of the
foregoing representations would be inaccurate if it were made
immediately before the Merger.

IN WITNESS WHEREOF, the undersigned has executed this
certificate, or caused this certificate to be executed by its duly
authorized representative, this ----- day of ---------------, 1996.

----------------------------------
Signature of Stockholder

(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 COMPLETE, DATE, SIGN AND MAIL THIS CERTIFICATION ALONG WITH
THE ELECTION FORM IN THE ENCLOSED BLUE, PRE-PAID AND PRE-ADDRESSED
ENVELOPE.

<PAGE> 93

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> 94

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
Section 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> 95

(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> 96

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of
1933, the Registrant has duly caused this Registration Statement
relating to the acquisition of TODAY'S BANCORP, INC. to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Louis, State of Missouri, on August 7, 1996.

MERCANTILE BANCORPORATION INC.

By /s/ Thomas H. Jacobsen
---------------------------------------
Thomas H. Jacobsen
Chairman of the Board, President and
Chief Executive Officer

POWER OF ATTORNEY
-----------------

We, the undersigned officers and directors of Mercantile
Bancorporation Inc., hereby severally and individually constitute
and appoint Thomas H. Jacobsen and John Q. Arnold, and each of
them, the true and lawful attorneys and agents of each of us to
execute in the name, place and stead of each of us (individually
and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-4, registering the issuance by
Mercantile Bancorporation Inc. of shares of its common stock, and
the preferred share purchase rights which trade therewith, in
connection with the acquisition of TODAY'S BANCORP, INC., and all
instruments necessary or advisable in connection therewith and to
file the same with the Securities and Exchange Commission, each of
said attorneys and agents to have the power to act with or without
the others and to have full power and authority to do and perform
in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as
fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents
or each of them to any and all such amendments and instruments.

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, August 7, 1996
- ---------------------------------- President, Chief Executive
Thomas H. Jacobsen Officer and Director
Principal Executive Officer

/s/ John Q. Arnold Senior Executive Vice President and August 7, 1996
- ---------------------------------- Chief Financial Officer
John Q. Arnold
Principal Financial Officer

/s/ Michael T. Normile Senior Vice President - Finance August 7, 1996
- ---------------------------------- and Control
Michael T. Normile
Principal Accounting Officer

II-4
<PAGE> 97

<CAPTION>
Signature Title Date
--------- ----- ----

<C> <S> <C>
/s/ Harry M. Cornell, Jr. Director August 7, 1996
- ----------------------------------
Harry M. Cornell, Jr.

/s/ William A. Hall Director August 7, 1996
- ----------------------------------
William A. Hall

/s/ Thomas A. Hays Director August 7, 1996
- ----------------------------------
Thomas A. Hays

/s/ Frank Lyon, Jr. Director May 13, 1996
- ----------------------------------
Frank Lyon, Jr.

/s/ Edward A. Mueller Director May 14, 1996
- ----------------------------------
Edward A. Mueller

/s/ Robert W. Murray Director August 7, 1996
- ----------------------------------
Robert W. Murray

/s/ Harvey Saligman Director August 7, 1996
- ----------------------------------
Harvey Saligman

/s/ Craig D. Schnuck Director August 7, 1996
- ----------------------------------
Craig D. Schnuck

/s/ Robert L. Stark Director May 14, 1996
- ----------------------------------
Robert L. Stark

/s/ Patrick T. Stokes Director August 7, 1996
- ----------------------------------
Patrick T. Stokes

/s/ John A. Wright Director May 13, 1996
- ----------------------------------
John A. Wright
</TABLE>

II-5
<PAGE> 98

<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----

<C> <S> <C>
2.1 Agreement and Plan of Merger dated as of March 19, 1996 by and
among MBI, and Merger Sub, as Buyers, and TODAY'S, as Seller.

2.2 Stock Option Agreement, dated as of March 19, 1996, by and
between MBI and TODAY'S.

2.3 Form of Voting Agreement, dated as of March 19, 1996, by and
between MBI and certain of the directors of TODAY'S.

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.

8.1 Opinion of Thompson Coburn regarding certain tax matters in the
Merger.

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.

II-6
<PAGE> 99

<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----

<C> <S> <C>
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 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).

23.2 Consent of The Chicago Corporation.

II-7
<PAGE> 100

<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----

<C> <S> <C>
23.3 Consent of KPMG Peat Marwick LLP with regard to the use of its
reports on MBI's financial statements.

23.4 Consent of KPMG Peat Marwick LLP with regard to the use of its
reports on TODAY'S financial statements.

23.5 Consent of Coopers & Lybrand LLP with regard to the use of its
report on TODAY'S financial statements.

24.1 Power of Attorney (included on signature page).
</TABLE>

<PAGE> 1

Exhibit 2.1
-----------

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

AGREEMENT AND PLAN OF MERGER

between

MERCANTILE BANCORPORATION INC.,
a Missouri corporation

and

MERCANTILE BANCORPORATION INCORPORATED OF ILLINOIS,
a Missouri corporation, as Buyers,

and

TODAY'S BANCORP, INC.,
a Delaware corporation, as Seller

Dated March 19, 1996

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

<PAGE> 2

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page

<C> <S> <C>
ARTICLE I THE MERGER. . . . . . . . . . . . . . . . . . . . 1

1.01. The Merger. . . . . . . . . . . . . . . . . . . . 1
1.02. Closing . . . . . . . . . . . . . . . . . . . . . 1
1.03. Effective Time. . . . . . . . . . . . . . . . . . 1
1.04. Additional Actions. . . . . . . . . . . . . . . . 2
1.05. Articles of Incorporation and Bylaws. . . . . . . 2
1.06. Boards of Directors and Officers. . . . . . . . . 2
1.07. Conversion of Securities. . . . . . . . . . . . . 2
1.08. Conversion Election Procedures. . . . . . . . . . 3
1.09. Exchange Procedures . . . . . . . . . . . . . . . 8
1.10. Dissenting Shares . . . . . . . . . . . . . . . . 9
1.11. No Fractional Shares. . . . . . . . . . . . . . . 10
1.12. Closing of Stock Transfer Books . . . . . . . . . 10
1.13. Anti-Dilution Adjustments . . . . . . . . . . . . 10
1.14. Reservation of Right to Revise Transaction. . . . 10
1.15. Material Adverse Effect . . . . . . . . . . . . . 11

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF
SELLER. . . . . . . . . . . . . . . . . . . . . . 11

2.01. Organization and Authority. . . . . . . . . . . . 11
2.02. Subsidiaries. . . . . . . . . . . . . . . . . . . 12
2.03. Capitalization. . . . . . . . . . . . . . . . . . 12
2.04. Authorization . . . . . . . . . . . . . . . . . . 13
2.05. Seller Financial Statements.. . . . . . . . . . . 14
2.06. Seller Reports. . . . . . . . . . . . . . . . . . 14
2.07. Title to and Condition of Assets. . . . . . . . . 14
2.08. Real Property . . . . . . . . . . . . . . . . . . 15
2.09. Taxes . . . . . . . . . . . . . . . . . . . . . . 16
2.10. Material Adverse Effect . . . . . . . . . . . . . 16
2.11. Loans, Commitments and Contracts. . . . . . . . . 16
2.12. Absence of Defaults . . . . . . . . . . . . . . . 19
2.13. Litigation and Other Proceedings. . . . . . . . . 19
2.14. Directors' and Officers' Insurance. . . . . . . . 19
2.15. Compliance with Laws. . . . . . . . . . . . . . . 19
2.16. Labor . . . . . . . . . . . . . . . . . . . . . . 21
2.17. Material Interests of Certain Persons . . . . . . 21
2.18. Allowance for Loan and Lease Losses; Non-
Performing Assets . . . . . . . . . . . . . . . . 21
2.19. Employee Benefit Plans. . . . . . . . . . . . . . 22
2.20. Conduct of Seller to Date . . . . . . . . . . . . 23
2.21. Absence of Undisclosed Liabilities. . . . . . . . 24
2.22. Proxy Statement, Etc. . . . . . . . . . . . . . . 25
2.23. Registration Obligations. . . . . . . . . . . . . 25
2.24. Tax and Regulatory Matters. . . . . . . . . . . . 25
2.25. Brokers and Finders . . . . . . . . . . . . . . . 25
2.26. Interest Rate Risk Management Instruments . . . . 25
2.27. Accuracy of Information . . . . . . . . . . . . . 26

<PAGE> 3

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF
BUYERS. . . . . . . . . . . . . . . . . . . . . . 26

3.01. Organization and Authority. . . . . . . . . . . . 26
3.02. Capitalization of Mercantile. . . . . . . . . . . 26
3.03. Authorization . . . . . . . . . . . . . . . . . . 27
3.04. Mercantile Financial Statements . . . . . . . . . 28
3.05. Mercantile Reports. . . . . . . . . . . . . . . . 28
3.06. Material Adverse Effect . . . . . . . . . . . . . 28
3.07. Legal Proceedings or Other Adverse Facts. . . . . 28
3.08. Registration Statement, Etc.. . . . . . . . . . . 29
3.09. Brokers and Finders . . . . . . . . . . . . . . . 29
3.10. Accuracy of Information . . . . . . . . . . . . . 29
3.11. Compliance with Laws. . . . . . . . . . . . . . . 29

ARTICLE IV CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE
TIME. . . . . . . . . . . . . . . . . . . . . . . 29

4.01. Conduct of Businesses Prior to the Effective
Time. . . . . . . . . . . . . . . . . . . . . . . 29
4.02. Forbearances of Seller. . . . . . . . . . . . . . 30
4.03. Forbearances of Buyers. . . . . . . . . . . . . . 32

ARTICLE V ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . 33

5.01. Access and Information. . . . . . . . . . . . . . 33
5.02. Registration Statement; Regulatory Matters. . . . 33
5.03. Stockholder Approval. . . . . . . . . . . . . . . 34
5.04. Current Information . . . . . . . . . . . . . . . 34
5.05 Conforming Entries. . . . . . . . . . . . . . . . 34
5.06 Environmental Reports . . . . . . . . . . . . . . 35
5.07. Agreements of Affiliates. . . . . . . . . . . . . 36
5.08. Expenses. . . . . . . . . . . . . . . . . . . . . 36
5.09. Miscellaneous Agreements. . . . . . . . . . . . . 36
5.10. Employee Agreements and Benefits. . . . . . . . . 36
5.11. Press Releases. . . . . . . . . . . . . . . . . . 37
5.12. State Takeover Statutes . . . . . . . . . . . . . 37
5.13. Directors' and Officers' Indemnification. . . . . 37
5.14. Tax Opinion Certificates. . . . . . . . . . . . . 38
5.15. Employee Stock Options. . . . . . . . . . . . . . 38

ARTICLE VI CONDITIONS. . . . . . . . . . . . . . . . . . . . 38

6.01. Conditions to Each Party's Obligation to Effect
the Merger. . . . . . . . . . . . . . . . . . . . 38
6.02. Conditions to Obligations of Seller to Effect
the Merger. . . . . . . . . . . . . . . . . . . . 39
6.03. Conditions to Obligations of Buyers to Effect
the Merger. . . . . . . . . . . . . . . . . . . . 40

- ii -
<PAGE> 4

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER . . . . . . . . 41

7.01. Termination . . . . . . . . . . . . . . . . . . . 41
7.02. Effect of Termination . . . . . . . . . . . . . . 41
7.03. Amendment . . . . . . . . . . . . . . . . . . . . 41
7.04. Waiver. . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE VIII GENERAL PROVISIONS. . . . . . . . . . . . . . . . 42

8.01. Non-Survival of Representations, Warranties and
Agreements. . . . . . . . . . . . . . . . . . . . 42
8.02. Indemnification . . . . . . . . . . . . . . . . . 42
8.03. No Assignment; Successors and Assigns . . . . . . 42
8.04. No Implied Waiver . . . . . . . . . . . . . . . . 42
8.05. Headings. . . . . . . . . . . . . . . . . . . . . 43
8.06. Entire Agreement. . . . . . . . . . . . . . . . . 43
8.07. Counterparts. . . . . . . . . . . . . . . . . . . 43
8.08. Notices . . . . . . . . . . . . . . . . . . . . . 43
8.09. Severability. . . . . . . . . . . . . . . . . . . 44

LIST OF EXHIBITS

Exhibit A Shareholder Tax Certificate
Exhibit B Form of Affiliate Agreement
Exhibit C Officer/Director Tax Certificate
Exhibit D Form of Opinion of Counsel of Mercantile
Exhibit E Form of Opinion of Counsel of Seller

<CAPTION>
LIST OF SCHEDULES

<C> <S>
Schedule 2.01 Articles/Bylaws/Lists of Stockholder
Schedule 2.02 Subsidiaries/Equity Securities
Schedule 2.03 List of Optionees/Exercise Price/Shares Subject
to Options
Schedule 2.05(a) Financial Statements
Schedule 2.08 Owned Real Property/Leased Real Property
Schedule 2.11(a) Deposits/Commitments
Schedule 2.11(b) Contracts
Schedule 2.11(c) Insurance
Schedule 2.11(f) Loans
Schedule 2.13 Litigation
Schedule 2.18(c) Real Estate Acquired through Foreclosure and
Repossession
Schedule 2.19(a) Employee Benefit Plans
Schedule 5.07 Affiliates

</TABLE>

- iii -
<PAGE> 5

AGREEMENT AND PLAN OF MERGER
----------------------------

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is
made and entered into on March 19, 1996, by and among MERCANTILE
BANCORPORATION INC., a Missouri corporation ("Mercantile"),
MERCANTILE BANCORPORATION INCORPORATED OF ILLINOIS, a Missouri
corporation ("Merger Sub" and, collectively with Mercantile, the
"Buyers"), and TODAY'S BANCORP, INC., a Delaware corporation
("Seller").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Mercantile is a registered bank holding company
under the Bank Holding Company Act of 1956, as amended (the
"BHCA"), and a registered savings and loan holding company under
the Home Owners' Loan Act of 1933, as amended (the "HOLA"); and

WHEREAS, Merger Sub is a wholly owned subsidiary of
Mercantile and is a registered bank holding company under the BHCA;
and

WHEREAS, Seller is a registered bank holding company
under the BHCA; and

WHEREAS, the respective Boards of Directors of Seller and
Merger Sub and the Executive Committee of the Board of Directors of
Mercantile have approved the merger (the "Merger") of Seller with
and into Merger Sub pursuant to the terms and subject to the
conditions of this Agreement; and

WHEREAS, the parties desire to provide for certain
undertakings, conditions, representations, warranties and covenants
in connection with the transactions contemplated by this Agreement.

NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the
parties agree as follows:

ARTICLE I
---------

THE MERGER

1.01. The Merger. Subject to the terms and
----------
conditions of this Agreement, Seller shall be merged with and into
Merger Sub in accordance with Chapter 351 of the Missouri Revised
Statutes (the "Missouri Statute") and the Delaware General
Corporation Law (the "DGCL"), and the separate corporate existence
of Seller shall cease. Merger Sub shall be the surviving
corporation of the Merger (sometimes referred to herein as the
"Surviving Corporation") and shall continue to be governed by the
laws of the State of Missouri.

1.02. Closing. The closing (the "Closing") of the
-------
Merger shall take place at 10:00 a.m., local time, on the date that
the Effective Time (as defined in Section 1.03) occurs (the
"Closing Date"), or at such other time, and at such place, as
Buyers and Seller shall agree.

1.03. Effective Time. The Merger shall become
--------------
effective (the "Effective Time") upon the later of (i) the issuance
of the certificate of merger by the Office of the Secretary of
State of the State of Missouri and (ii) the filing of a certificate
of merger with the Office of the Secretary of State of the State of
Delaware. Unless otherwise mutually agreed in writing by Buyers
and Seller, subject to the terms and conditions of this Agreement,
the Effective Time shall occur on such date as Buyers shall

<PAGE> 6
notify Seller in writing (such notice to be at least five business
days in advance of the Effective Time) but (i) not earlier than the
satisfaction of all conditions set forth in Section 6.01(a) and
6.01(b) (the "Approval Date") and (ii) not later than the first
business day of the first full calendar month commencing at least
five business days after the Approval Date.

1.04. Additional Actions. If, at any time after the
------------------
Effective Time, Buyers or the Surviving Corporation shall consider
or be advised that any further deeds, assignments or assurances or
any other acts are necessary or desirable to (a) vest, perfect or
confirm, of record or otherwise, in the Surviving Corporation, all
right, title or interest in, to or under any of the rights,
properties or assets of Seller or Merger Sub or (b) otherwise carry
out the purposes of this Agreement, Seller and Merger Sub and each
of their respective officers and directors, shall be deemed to have
granted to the Surviving Corporation an irrevocable power of
attorney to execute and deliver all such deeds, assignments or
assurances and to do all acts necessary or desirable to vest,
perfect or confirm title and possession to such rights, properties
or assets in the Surviving Corporation and otherwise to carry out
the purposes of this Agreement, and the officers and directors of
the Surviving Corporation are authorized in the name of Seller or
otherwise to take any and all such action.

1.05. Articles of Incorporation and Bylaws. The
------------------------------------
Articles of Incorporation and Bylaws of Merger Sub in effect
immediately prior to the Effective Time shall be the Articles of
Incorporation and Bylaws of the Surviving Corporation following the
Merger, until otherwise amended or repealed.

1.06. Boards of Directors and Officers. At the
--------------------------------
Effective Time, the directors and officers of Merger Sub
immediately prior to the Effective Time shall be the directors and
officers, respectively, of the Surviving Corporation following the
Merger, and such directors and officers shall hold office in
accordance with the Surviving Corporation's Bylaws and applicable
law.

1.07. Conversion of Securities. At the Effective
------------------------
Time, by virtue of the Merger and without any action on the part of
Buyers, Seller or the holder of any of the following securities:

(a) Each share of the common stock, $1.00 par
value, of Merger Sub that is issued and outstanding
immediately prior to the Effective Time shall remain
outstanding and shall be unchanged after the Merger and
shall thereafter constitute all of the issued and
outstanding capital stock of the Surviving Corporation;
and

(b) Subject to Sections 1.08(f), 1.11 and 1.13
hereof, each share of common stock, $5.00 par value, and
the associated "Rights" under the Rights Agreement dated
as of December 12, 1990 by and between Seller and Bank of
America, Illinois (the successor to Continental Bank), as
Rights Agent, of Seller (collectively, "Seller Common
Stock") issued and outstanding at the Effective Time
shall cease to be outstanding and shall be converted into
and become one of the following:

(i) the right to receive an amount in cash
(the "Cash Distribution") equal to $30.79; or

(ii) the right to receive 0.6923 of a share of
common stock, $5.00 par value, and the associated
"Rights" under the "Rights Agreement," as those
terms are defined in Section 3.02 hereof
(collectively, "Mercantile Common Stock"), of
Mercantile (the "Stock Distribution"); or

- 2 -
<PAGE> 7

(iii) the right to receive an amount in
cash equal to $12.32 and 0.4154 of a share of
Mercantile Common Stock (the "Combined
Distribution");

as the holder thereof shall elect or be deemed to have elected
pursuant to Section 1.08 of this Agreement (the aggregate of the
Cash Distributions, the Stock Distributions and the Combined
Distributions payable and/or issuable pursuant to this Agreement at
the Effective Time is sometimes hereinafter referred to as the
"Merger Consideration"). Shares of Seller Common Stock held by
Seller or any of its wholly owned "Subsidiaries" (as defined in
Rule 1-02 of Regulation S-X promulgated by the Securities and
Exchange Commission (the "SEC")), or by Buyers or any of their
wholly owned Subsidiaries, in each case other than in a fiduciary
capacity or as a result of debts previously contracted, shall be
cancelled and shall not be exchanged after the Effective Time for
the Merger Consideration. In addition, no Dissenting Shares (as
defined in Section 1.10 of this Agreement) shall be converted
pursuant to this Section 1.07 but shall be treated in accordance
with the procedures set forth in Section 1.10 of this Agreement.

1.08. Conversion Election Procedures.
------------------------------

(a) Concurrently with the mailing to the
stockholders of Seller of the "Proxy Statement" (as
defined in Section 2.22 of this Agreement), including the
prospectus contained in the "Registration Statement"
(also as defined in Section 2.22 of this Agreement),
Buyers shall cause the "Exchange Agent" (as defined in
this Section 1.08(a) below) to mail to each holder of
record of Seller Common Stock a form of election (an
"Election Form") on which such holder shall make the
election as provided for in Section 1.08(b) of this
Agreement. Each Election Form provided to a holder of 1%
or more of the Seller Common Stock shall incorporate a
certification substantially in the form of Exhibit A
---------
hereto (the "Certification"). Buyers shall cause an
Election Form and other appropriate materials for the
purpose of making the election provided for in Section
1.08(b) of this Agreement to be sent to each holder of
Seller Common Stock who Seller advises Buyers has become
a holder of Seller Common Stock after the record date of
the special meeting of stockholders called to vote upon
this Agreement and the Merger. "Exchange Agent" shall
mean KeyCorp Shareholders Services, Inc., or such other
bank or trust company or affiliate thereof selected by
Buyers and reasonably acceptable to Seller to effect the
exchange of certificates formerly representing shares of
Seller Common Stock (the "Certificates") for the Merger
Consideration.

(b) Each Election Form shall specify the type(s)
and amounts of each such type of Merger Consideration
receivable by the holders of Seller Common Stock in the
Cash Distribution, the Stock Distribution and the
Combined Distribution and shall permit each such holder
to elect to receive, as provided in Section 1.07 of this
Agreement, (i) the Cash Distribution (in which case, such
holder's shares of Seller Common Stock shall be deemed to
be and shall be referred to herein as "Cash Election
Shares"), (ii) the Stock Distribution (in which case,
such holder's shares of Seller Common Stock shall be
deemed to be and shall be referred to herein as "Stock
Election Shares"), or (iii) the Combined Distribution (in
which case, such holder's shares of Seller Common Stock
shall be deemed to be and shall be referred to herein as
"Combined Election Shares").

(c) Any shares of Seller Common Stock with respect
to which the holder thereof shall not, as of the
"Election Deadline" (as defined in this Section 1.08(c)
below), have made an election to receive either the Cash
Distribution, the Stock Distribution or the Combined
Distribution (such holder's shares being deemed to be and
shall be referred to herein as "No Election Shares") by
submitting to the Exchange Agent of an effective,

- 3 -
<PAGE> 8
properly completed Election Form shall be deemed to be
Cash Election Shares, except as set forth in Section
1.08(f) of this Agreement. Any holder of 1% or more of
the Seller Common Stock (determined as of the Closing
Date) that shall not, on or before the Election Deadline,
have delivered to the Exchange Agent a properly executed
Certification (or such other representations as Thompson
& Mitchell, in its sole discretion, shall deem
acceptable) shall be deemed to have made a timely
election to receive the Cash Distribution, and all shares
of Seller Common Stock held by such holder shall be
deemed to be Cash Election Shares for all purposes of
this Agreement, including Section 1.08(f) hereof. For
purposes of the previous sentence, the parties to this
Agreement acknowledge that a holder of Seller Common
Stock who acquires shares of Seller Common Stock
sufficient to become a holder of 1% or more of such
shares after the Election Deadline may be precluded from
receiving the Stock Distribution or the Combined
Distribution if such holder has not delivered a properly
executed Certification to the Exchange Agent prior to the
Election Deadline. "Election Deadline" shall mean 5:00
P.M., local time, on the date of the special meeting of
stockholders of the Seller called to vote upon this
Agreement and the Merger.

(d) For purposes of Section 1.08(f) of this
Agreement, any Dissenting Shares shall be deemed to be
Cash Election Shares; provided, however, that such
Dissenting Shares shall in all cases be payable in cash
and shall not be subject to pro rata reduction, if
required, of the Cash Distribution payable in conversion
of the other Cash Election Shares as set forth in Section
1.08(f) of this Agreement. In addition, for purposes of
Section 1.08(f) of this Agreement, the number of shares
("Option Shares") of Seller Common Stock that are
issuable upon the exercise of any stock options granted
by Seller and disclosed to Buyers in writing (the "Seller
Employee Stock Options") shall be deemed to be Stock
Election Shares; provided, however, that such Option
Shares shall in all cases be payable, upon exercise, in
accordance with the terms of the plan and/or agreement
under which they were issued and/or evidenced, in shares
of Mercantile Common Stock and shall not be subject to
pro rata reduction, if required, of the Stock
Distribution issuable upon the conversion of the other
Stock Election Shares as set forth in Section 1.08(f) of
this Agreement.

(e) Any election for purposes of Section 1.08(b) of
this Agreement shall be effective only if the Exchange
Agent shall have received the properly completed Election
Form by the Election Deadline. Any Election Form may be
revoked or changed by the person submitting such Election
Form or any other person to whom the shares that are the
subject of the Election Form are subsequently
transferred. Such revocation or change shall be effected
by written notice by such person to the Exchange Agent;
provided such notice is received by the Exchange Agent at
or prior to the Election Deadline. All Election Forms
shall be deemed to be revoked if the Exchange Agent is
notified in writing by either Buyers or Seller that this
Agreement has been terminated in accordance with its
terms. The Exchange Agent shall have reasonable
discretion to determine when any election, modification
or revocation is received or whether any such election,
modification or revocation is effective, consistent with
the duty of the Exchange Agent to give effect to such
elections, modifications or revocations to the maximum
extent possible.

(f) As soon as practicable after the Election
Deadline, Buyers, after consulting with Seller, shall
cause the Exchange Agent to allocate among the holders of

- 4 -
<PAGE> 9
Seller Common Stock the rights to receive the Cash
Distribution, the Stock Distribution or the Combined
Distribution pursuant to the Merger after the Effective
Time as follows:

(i) If the number of shares of Mercantile
Common Stock issuable in respect of the Stock
Election Shares and the Combined Election Shares is
less than the "Stock Conversion Number" (as
hereinafter defined), then

(A) all of the Stock Election
Shares shall be converted into the right to
receive the Stock Distribution, and

(B) all of the Cash Election Shares
and the Combined Election Shares shall be
converted into the right to receive the Cash
Distribution or the Combined Distribution,
respectively; provided, however, that if the
number of shares of Mercantile Common Stock
issuable to all holders of Stock Election
Shares and Combined Election Shares is
insufficient in the reasonable judgment of
Thompson & Mitchell to allow it to render the
opinion required by Section 6.01(e) of this
Agreement, then, Thompson & Mitchell shall
notify the Exchange Agent as soon as
practicable on or after the Closing Date as to
the number of additional shares of Mercantile
Common Stock that will be required to be
issued in the Merger in order to allow
Thompson & Mitchell to render such opinion in
its reasonable judgment. Upon receipt of such
notice from Thompson & Mitchell, the Exchange
Agent shall:

(1) first, reallocate the
Merger Consideration payable to each
holder of No Election Shares pro rata
(based upon the number of No Election
Shares owned by such holder as compared
with the total number of No Election
Shares owned by all holders) such that
the holders of No Election Shares will
receive the number of shares of
Mercantile Common Stock which in the
aggregate will equal the number of shares
of Mercantile Common Stock set forth in
Thompson & Mitchell's notice to the
Exchange Agent and such holders will
receive the balance of the Merger
Consideration, if any, to which each such
holder is entitled to receive pursuant to
the Merger (determined by (x) computing
the value of the Merger Consideration to
which each such holder is entitled to
receive pursuant to the Merger by
multiplying the number of shares of
Seller Common Stock owned at the
Effective Time by $30.79 per share and
(y) subtracting from the amount
determined in (x) above the value of the
shares of Mercantile Common Stock issued
pursuant to this Section 1.08(f)(i)(B)(1)
(utilizing a deemed value for such shares
of $44.475 per share)) in cash;

(2) if the reallocation set
forth in (1) immediately above is not
sufficient to allow the issuance of the
number of shares of Mercantile Common
Stock set forth in Thompson & Mitchell's
notice to the Exchange Agent, then,
reallocate the portion of the Merger
Consideration payable in shares of
Mercantile Common Stock to each holder of
Combined

- 5 -
<PAGE> 10
Election Shares (based upon the number
of Combined Election Shares owned by
such holder as compared with the total
number of Combined Election Shares owned
by all such holders), such that the
holders of Combined Election Shares will
receive the number of shares of
Mercantile Common Stock which in the
aggregate will equal to the number of
shares of Mercantile Common Stock set
forth in Thompson & Mitchell's notice to
the Exchange Agent less the shares of
Mercantile Common Stock issuable pursuant
to (1) immediately above and such holders
shall receive the balance of the Merger
Consideration, if any, to which each such
holder is entitled to receive pursuant to
the Merger (determined by (x) computing
the value of the Merger Consideration to
which each such holder is entitled to
receive pursuant to the Merger by
multiplying the number of shares of
Seller Common Stock owned by such holder
at the Effective Time by $30.79 per share
and (y) subtracting from the value
determined in (x) above the value of the
shares of Mercantile Common Stock issued
pursuant to Section 1.07(b)(iii) and this
Section 1.08(f)(i)(B)(2) (utilizing a
deemed value for such shares of $44.745
per share)) in cash;

(3) if the reallocations set
forth in (1) and (2) immediately above
are not sufficient in the aggregate to
allow the issuance of the number of
shares of Mercantile Common Stock set
forth in Thompson & Mitchell's notice to
the Exchange Agent, finally, reallocate
the Merger Consideration payable to each
holder of Cash Election Shares, other
than No Election Shares and Dissenting
Shares, pro rata (based upon the number
of Cash Election Shares, other than No
Election Shares and Dissenting Shares,
owned by such holder as compared with the
total number of Cash Election Shares,
other than No Election Shares and
Dissenting Shares, owned by all holders),
such that the holders of the Cash
Election Shares, other than No Election
Shares and Dissenting Shares, will
receive the number of shares of
Mercantile Common Stock which in the
aggregate will equal the number of shares
of Mercantile Common Stock set forth in
Thompson & Mitchell's notice to the
Exchange Agent less the number of shares
of Mercantile Common Stock issuable
pursuant to (1) and (2) immediately above
and such holders shall receive the
balance of the Merger Consideration, if
any, to which each such holder is
entitled to receive pursuant to the
Merger (determined by (x) computing the
value of the Merger Consideration to
which each such holder is entitled to
receive pursuant to the Merger by
multiplying the number of shares of
Seller Common Stock owned by such holder
at the Effective Time by $30.79 per share
and (y) subtracting from the value
determined in (x) above the value of the
shares of Mercantile Common Stock issued
pursuant to this Section 1.08(f)(i)(B)(3)
(utilizing a deemed value for such shares
of $44.475 per share)) in cash.

- 6 -
<PAGE> 11

(ii) If the number of shares of Mercantile
Common Stock distributable in respect of the Stock
Election Shares and the Combined Election Shares is
greater than the Stock Conversion Number, then:

(A) all of the Cash Election Shares
shall be converted into the right to receive
the Cash Distribution;

(B) the Exchange Agent shall determine
the aggregate number of shares of Mercantile
Common Stock issuable pursuant to the Stock
Distributions and the Combined Distributions
and shall subtract from such number the Stock
Conversion Number (the excess is hereinafter
referred to as the "Excess Shares"). The
Exchange Agent shall thereafter reallocate the
Merger Consideration of the holders of the
Combined Election Shares and, in the event
that such reallocation is insufficient to
eliminate the Excess Shares, the Exchange
Agent shall also reallocate the Merger
Consideration of the holders of the Stock
Election Shares, other than Option Shares, as
follows:

(1) the Exchange Agent shall first
reduce the number of Excess Shares, to
zero or otherwise to the extent possible,
by reallocating the Merger Consideration
to be received by the holders of the
Combined Election Shares pursuant to the
Merger. The number of shares of
Mercantile Common Stock to be received by
each such holder pursuant to the Combined
Distribution shall be reduced by a number
determined by (x) multiplying the number
of Excess Shares by (y) the holder's pro
rata percentage of the aggregate Combined
Election Shares (based upon the number of
Combined Election Shares owned by such
holder as compared with the total number
of Combined Election Shares owned by all
holders). In lieu of the issuance of
such shares of Mercantile Common Stock,
the holders of Combined Election Shares
shall receive a cash payment equal to
$30.79 for each such share of Seller
Common Stock not converted into the right
to receive Mercantile Common Stock;

(2) if the reallocation set forth
in (1) immediately above does not result
in the reduction in the number of Excess
Shares to zero, the Exchange Agent shall
reduce such number of Excess Shares to
zero by reallocating the Merger
Consideration to be received by the
holders of the Stock Election Shares,
other than Option Shares, pursuant to the
Merger. The number of shares of
Mercantile Common Stock to be received by
each such holder, other than holders of
Option Shares, pursuant to the Stock
Distribution shall be reduced by a number
determined by (x) multiplying the number
of Excess Shares reduced by the number of
shares reallocated pursuant to (1)
immediately above by (y) the holder's pro
rata percentage of the Stock Election
Shares, other than the Option Shares
(based upon the number of Stock Election
Shares, other than Option Shares, owned
by such holder as compared with the total
number of Stock Election

- 7 -
<PAGE> 12
Shares, other than Option Shares, owned by
all holders). In lieu of the issuance of
such shares of Mercantile Common Stock,
the holders of Stock Election Shares,
other than Option Shares, shall receive a
cash payment equal to $30.79 for each
such share of Seller Common Stock not
converted into the right to receive
Mercantile Common Stock.

The term "Stock Conversion Number" shall mean 1,177,066 shares of
Mercantile Common Stock.

(g) The computation of Excess Shares, the pro rata
computations utilized in the reallocations and the
reallocated payments of the Merger Consideration
contemplated by Section 1.08(f) of this Agreement shall
be made by the Exchange Agent in the reasonable exercise
of its discretion.

(h) Each separate entry on Seller's Stockholder
List (as provided in Section 1.12 hereof) shall be
presumed to represent a separate and distinct holder of
record of Seller 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 writing. In such case, each of the beneficial owners
will be treated as a separate holder and either directly
or through such nominee may submit a separate Election
Form for shares of Seller Common Stock that are
beneficially owned.

(i) Any provisions of the preceding paragraphs of
this Section 1.08 to the contrary notwithstanding, if a
holder of Seller Common Stock in two or more different
names so certifies in writing on or before the Election
Deadline, such stockholder may submit a single Election
Form for all such shares subject to the certification and
shall be treated for purposes of this Section 1.08 as a
single holder.

1.09. Exchange Procedures.
-------------------

(a) At the Effective Time, Mercantile shall have
granted the Exchange Agent the requisite power and
authority to effect for Buyers the issuance of the number
of shares of Mercantile to be issued in the Merger and
the payment of the amount of cash to be paid in the
Merger.

(b) As soon as practicable after the Effective
Time, the Exchange Agent shall mail or cause to be mailed
to holders of record of Certificates, as identified on
the Seller Stockholder List, as provided pursuant to
Section 1.12 hereof, letters advising them of the
effectiveness of the Merger and instructing them to
tender such Certificates to the Exchange Agent, or in
lieu thereof, such evidence of lost, stolen or mutilated
Certificates and such surety bond or other security as
the Exchange Agent may reasonably require (the "Required
Documentation").

(c) Subject to Section 1.12, after the Effective
Time, each previous holder of a Certificate that
surrenders such Certificate or in lieu thereof, the
Required Documentation, to the Exchange Agent, with a
properly completed and executed letter of transmittal
with respect to such Certificate, will be entitled to a
certificate or certificates representing the stock
component of the Merger Consideration and/or a payment
representing the cash component of the Merger
Consideration.

- 8 -
<PAGE> 13

(d) Each outstanding Certificate, until duly
surrendered to the Exchange Agent, shall be deemed to
evidence ownership of the Merger Consideration into which
the stock previously represented by such Certificate
shall have been converted pursuant to this Agreement.

(e) After the Effective Time, holders of
Certificates shall cease to have rights with respect to
the stock previously represented by such Certificates,
and their sole rights shall be to exchange such
Certificates for the Merger Consideration issuable or
payable in the Merger. After the closing of the transfer
books as described in Section 1.12 hereof, there shall be
no further transfer on the records of Seller of
Certificates, and if such Certificates are presented to
Seller for transfer, they shall be cancelled against
delivery of the Merger Consideration. Neither Buyers nor
the Exchange Agent shall be obligated to deliver the
Merger Consideration to which any former holder of Seller
Common Stock is entitled as a result of the Merger until
such holder surrenders the Certificates or furnishes the
Required Documentation as provided herein. No interest
will be accrued or paid on the cash component of the
Merger Consideration. No dividends or distributions
declared after the Effective Time (including any
redemption by Mercantile of the Rights associated
therewith) on the Mercantile Common Stock representing
the stock component of the Merger Consideration will be
remitted to any person entitled to receive such stock
component of the Merger Consideration under this
Agreement until such person surrenders the Certificate
representing the right to receive such Mercantile Common
Stock or furnishes the Required Documentation, at which
time such dividends or declarations shall be remitted to
such person, without interest and less any taxes that may
have been imposed thereon. Certificates surrendered for
exchange by an affiliate shall not be exchanged until
Buyers have received a written agreement from such
affiliate as required pursuant to Section 5.07 hereof.
Neither the Exchange Agent nor any party to this
Agreement nor any affiliate thereof shall be liable to
any holder of stock represented by any Certificate for
any Merger Consideration issuable or payable in the
Merger that is paid to a public official pursuant to
applicable abandoned property, escheat or similar laws.

1.10. Dissenting Shares.
-----------------

(a) "Dissenting Shares" means any shares held by
any holder who becomes entitled to payment of the fair
value of such shares under Section 262 of the DGCL. Any
holders of Dissenting Shares shall be entitled to payment
for such shares only to the extent permitted by and in
accordance with the provisions of such law, and
Mercantile shall cause the Surviving Corporation to pay
such consideration with funds provided by Mercantile.

(b) Each party hereto shall give the other prompt
notice of any written demands for the payment of the fair
value of any shares, withdrawals of such demands and any
other instruments served pursuant to the DGCL received by
such party, and Seller shall give Mercantile the
opportunity to participate in all negotiations and
proceedings with respect to such demands. Seller shall
not voluntarily make payment with respect to any demands
for payment of fair value and shall not, except with the
prior written consent of Mercantile, which consent shall
not be unreasonably withheld, settle or offer to settle
any such demands.

- 9 -
<PAGE> 14

1.11. No Fractional Shares. Notwithstanding any
--------------------
other provision of this Agreement, neither certificates nor scrip
for fractional shares of Mercantile Common Stock shall be issued in
the Merger. Each holder who otherwise would have been entitled to
a fraction of a share of Mercantile Common Stock shall receive in
lieu thereof cash (without interest) in an amount determined by
multiplying the fractional share interest to which such holder
would otherwise be entitled by the closing stock price of
Mercantile Common Stock on the New York Stock Exchange ("NYSE")
Composite Tape as reported in The Wall Street Journal on the
-----------------------
Closing Date. No such holder shall be entitled to dividends,
voting rights or any other rights in respect of any fractional
share.

1.12. Closing of Stock Transfer Books.
-------------------------------

(a) The stock transfer books of Seller shall be
closed at the end of business on the business day
immediately preceding the Closing Date. In the event of
a transfer of ownership of Seller Common Stock which is
not registered in the transfer records prior to the
closing of such record books, the Merger Consideration
issuable or payable with respect to such stock may be
delivered to the transferee, if the Certificate or
Certificates representing such stock is presented to the
Exchange Agent accompanied by all documents required to
evidence and effect such transfer and all applicable
stock transfer taxes are paid. Any election which is
made as of the Election Deadline with respect to any
shares of Seller Common Stock shall be binding upon any
subsequent transferee of such shares.

(b) At the Effective Time, Seller shall provide
Buyers with a complete and verified list of registered
holders of Seller Common Stock based upon its stock
transfer books as of the closing of said transfer books,
including the names, addresses, certificate numbers and
taxpayer identification numbers of such holders (the
"Seller Stockholder List"). Buyers shall be entitled to
rely upon the Seller Stockholder List to establish the
identity of those persons entitled to receive the Merger
Consideration specified in this Agreement, which list
shall be conclusive with respect thereto. In the event
of a dispute with respect to ownership of stock
represented by any Certificate, Buyers shall be entitled
to deposit any Merger Consideration represented thereby
in escrow with an independent third party and thereafter
be relieved with respect to any claims thereto.

1.13. Anti-Dilution Adjustments. If between the date
-------------------------
of this Agreement and the Effective Time a share of Mercantile
Common Stock shall be changed into a different number of shares of
Mercantile Common Stock or a different class of shares by reason of
reclassification, recapitalization, split-up, combination, exchange
of shares or readjustment, or if a stock dividend thereon shall be
declared with a record date within such period, then appropriate
and proportionate adjustment or adjustments will be made to the
exchange ratio applicable to the Stock Distribution and the
Combined Distribution such that each stockholder of Seller shall be
entitled to receive such number of shares of Mercantile Common
Stock or other securities as such stockholder would have received
pursuant to such reclassification, recapitalization, split-up,
combination, exchange of shares or readjustment or as a result of
such stock dividend had the record date therefor been immediately
following the Effective Time.

1.14. Reservation of Right to Revise Transaction.
------------------------------------------
Buyers may at any time change the method of effecting the
acquisition of Seller by Buyers (including, without limitation, the
provisions of this Article I) if and to the extent Buyers deem such
change to be desirable, including, without limitation, to provide
for (i) a merger of Merger Sub with and into Seller, in which
Seller is the surviving corporation, or (ii) a merger of Seller
directly into Mercantile, in which Mercantile is the surviving
corporation; provided, however, that no such change shall (A) alter
or change the amount or kind of the

- 10 -
<PAGE> 15
Merger Consideration to be received by the stockholders of Seller in
the Merger, (B) adversely affect the tax treatment to Seller
stockholders, as generally described in Section 6.01(e) hereof, as a
result of receiving the stock component of the Merger Consideration,
or (C) materially impede or delay receipt of any approvals, referred
to in Section 6.01(b) or the consummation of the transactions
contemplated by this Agreement.

1.15. Material Adverse Effect. As used in this
-----------------------
Agreement, the term "Material Adverse Effect" with respect to an
entity means any condition, event, change or occurrence that has or
may reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), properties, business or results
of operations, of such entity and its Subsidiaries, taken as a
whole as reflected in the Seller Financial Statements (as defined
in Section 2.05(b)) or the Mercantile Financial Statements (as
defined in Section 3.04), as the case may be; it being understood
that a Material Adverse Effect shall not include: (i) a change with
respect to, or effect on, such entity and its Subsidiaries
resulting from a change in law, rule, regulation, generally
accepted accounting principles or regulatory accounting principles,
including, but not limited to, changes resulting from amendments to
or modifications of any law, rule, regulation or policy relating to
the bad debt reserve of or deduction taken by thrift institutions,
as such would apply to the financial statements of such entity on
a consolidated basis; (ii) a change with respect to, or effect on,
such entity and its Subsidiaries resulting from any other matter
affecting depository institutions generally including, without
limitation, changes in general economic conditions and changes in
prevailing interest and deposit rates; (iii) any one-time special
insurance premium assessed by the Federal Deposit Insurance
Corporation ("FDIC") on deposits insured by the Savings Association
Insurance Fund ("SAIF"); (iv) in the case of Seller, any financial
change resulting from adjustments taken pursuant to Section 5.05
hereof; or (v) a change disclosed in the Seller Financial
Statements or the Mercantile Financial Statements, as the case may
be.

ARTICLE II
----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

As an inducement to Buyers to enter into and perform
their respective obligations under this Agreement, and notwith-
standing any examination, inspection, audit or any other investiga-
tion made by Buyers, Seller represents and warrants to and
covenants with Buyers as follows:

2.01. Organization and Authority. Seller is a
--------------------------
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, is duly qualified to do
business and is in good standing in all jurisdictions where its
ownership or leasing of property or the conduct of its business
requires it to be so qualified and has corporate power and
authority to own its properties and assets and to carry on its
business as it is now being conducted. Seller is registered as a
bank holding company with the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board") under the BHCA. True
and complete copies of the Certificate of Incorporation and Bylaws
of Seller and the Charter and Bylaws of each of TODAY'S BANK -
East, an Illinois state-chartered bank and wholly owned subsidiary
of Seller ("TODAY'S EAST"), and TODAY'S BANK - West, an Illinois
state-chartered bank and wholly owned subsidiary of Seller
("TODAY'S WEST" and, collectively with TODAY'S EAST, the "Banks"),
each as in effect on the date of this Agreement, are attached
hereto as Schedule 2.01. Also attached hereto as Schedule 2.01 are
------------- -------------
true and complete lists of the stockholders of each of the Seller
and the Banks (including directors' qualifying shares), as of a
date not earlier than the fifth business day prior to the date of
this Agreement.

- 11 -
<PAGE> 16

2.02. Subsidiaries.
------------

(a) Schedule 2.02 sets forth, a complete and
-------------
correct list of all of Seller's "Subsidiaries" (as
defined in Rule 1-02 of Regulation S-X promulgated by the
Securities and Exchange Commission (the "SEC"); each a
"Seller Subsidiary" and, collectively, the "Seller
Subsidiaries"), all outstanding Equity Securities (as
defined in Section 2.03) of each, all of which are owned
directly or indirectly by Seller. Except as disclosed in
Schedule 2.02, all of the outstanding shares of capital
-------------
stock of the Seller Subsidiaries owned directly or
indirectly by Seller are validly issued, fully paid and
nonassessable and are owned free and clear of any lien,
claim, charge, option, encumbrance, agreement, mortgage,
pledge, security interest or restriction (a "Lien") with
respect thereto. Each of the Seller Subsidiaries is a
corporation or bank duly incorporated or organized and
validly existing under the laws of its jurisdiction of
incorporation or organization, and has corporate power
and authority to own or lease its properties and assets
and to carry on its business as it is now being
conducted. Each of the Seller Subsidiaries is duly
qualified to do business in each jurisdiction where its
ownership or leasing of property or the conduct of its
business requires it so to be qualified, except where the
failure to so qualify would not have a Material Adverse
Effect on Seller and the Seller Subsidiaries, taken as a
whole. Neither Seller nor any Seller Subsidiary owns
beneficially, directly or indirectly, any shares of any
class of Equity Securities or similar interests of any
corporation, bank, business trust, association or
organization, or any interest in a partnership or joint
venture of any kind, other than those identified as
Seller Subsidiaries in Schedule 2.02 hereof.
-------------

(b) Each of the Banks is a commercial bank duly
organized, validly existing and in good standing under
the laws of the State of Illinois. The deposits of the
Banks are insured by the Federal Deposit Insurance
Corporation (the "FDIC") under the Federal Deposit
Insurance Act of 1950, as amended (the "FDI Act").

2.03. Capitalization. The authorized capital stock
--------------
of Seller consists of (i) 6,000,000 shares of Seller Common Stock,
of which, as of February 29, 1996, 2,748,698 shares were issued and
outstanding and (ii) 200,000 shares of Preferred Stock, no par
value, of Seller, of which, as of the date hereof, no shares were
issued and outstanding. Seller has designated 60,000 shares of
Seller Preferred Stock as Series A Preferred Stock and has reserved
such shares under a Rights Agreement dated December 12, 1990 by and
between Seller and Bank of America, Illinois (as successor to
Continental Bank), as Rights Agent. As of the date hereof, Seller
had reserved 146,239 shares of Seller Common Stock for issuance
under Seller's stock option and incentive plans, a list of which is
set forth on Schedule 2.03 (the "Seller Stock Plans"), pursuant to
-------------
which options ("Seller Employee Stock Options") covering 84,799
shares of Seller Common Stock were outstanding as of February 29,
1996. Since February 29, 1996, no equity securities of Seller have
been issued, other than shares of Seller Common Stock which may
have been issued upon the exercise of Seller Employee Stock
Options. "Equity Securities" of an issuer means capital stock or
other equity securities of such issuer, options, warrants, scrip,
rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into,
shares of any capital stock or other equity securities of such
issuer, or contracts, commitments, understandings or arrangements
by which such issuer is or may become bound to issue additional
shares of its capital stock or other equity securities of such
issuer, or options, warrants, scrip or rights to purchase, acquire,
subscribe to, calls on or commitments for any shares of its capital
stock or other equity securities. Except as set forth above, there
are no other Equity Securities of Seller outstanding. All of the
issued and outstanding shares of Seller Common Stock are validly
issued, fully

- 12 -
<PAGE> 17
paid and nonassessable, and have not been issued in
violation of any preemptive right of any stockholder of Seller.
Attached hereto as Schedule 2.03 is a list of the holders of the
-------------
Seller Employee Stock Options, the exercise price of such options
and the number of shares of Seller Common Stock subject thereto.

2.04. Authorization.
-------------

(a) Seller has the corporate power and authority to
enter into this Agreement and, subject to the approval of
this Agreement by the stockholders of Seller and
Regulatory Authorities (as defined in Section 2.06), to
carry out its obligations hereunder. The only
stockholder vote required for Seller to approve this
Agreement is the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Seller
Common Stock entitled to vote at a meeting called for
such purpose. The execution, delivery and performance of
this Agreement by Seller and the consummation by Seller
of the transactions contemplated hereby in accordance
with and subject to the terms of this Agreement have been
duly authorized by the Board of Directors of Seller.
Subject to the approval of Seller's stockholders and
subject to the receipt of such approvals of the
Regulatory Authorities as may be required by statute or
regulation, this Agreement is a valid and binding
obligation of Seller enforceable against Seller in
accordance with its terms.

(b) Except as disclosed in Schedule 2.04(b),
----------------
neither the execution nor delivery nor performance by
Seller of this Agreement, nor the consummation by Seller
of the transactions contemplated hereby, nor compliance
by Seller with any of the provisions hereof, will (i)
violate, conflict with, or result in a breach of any
provisions of, or constitute a default (or an event
which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination
of, or accelerate the performance required by, or result
in a right of termination or acceleration of, or result
in the creation of, any Lien upon any of the properties
or assets of Seller or any of the Seller Subsidiaries
under any of the terms, conditions or provisions of (x)
its Certificate or Articles of Incorporation, as the case
may be, charter or Bylaws or (y) any note, bond,
mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which
Seller or any of the Seller Subsidiaries is a party or by
which it may be bound, or to which Seller or any of the
Seller Subsidiaries or any of the properties or assets of
Seller or any of the Seller Subsidiaries may be subject,
or (ii) subject to compliance with the statutes and
regulations referred to in subsection (c) of this Section
2.04 violate any judgment, ruling, order, writ,
injunction, decree, statute, rule or regulation
applicable to Seller or any of the Seller Subsidiaries or
any of their respective properties or assets; other than
violations, conflicts, breaches, defaults, terminations,
accelerations or Liens which would not have a Material
Adverse Effect on Seller and Seller Subsidiaries, taken
as a whole.

(c) Other than in connection or in compliance with
the provisions of the Missouri Statute, the DGCL, the
Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "Securities Act"), the
Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (the "Exchange Act"),
the securities or blue sky laws of the various states or
filings, consents, reviews, authorizations, approvals or
exemptions required under the BHCA, or any required
approvals of the Federal Reserve Board and the Illinois
Commissioner of Banks and Trust Companies (the "Illinois
Commissioner") or other governmental agencies or
governing boards having regulatory authority over Seller
or any Seller Subsidiary, no notice to, filing with,

- 13 -
<PAGE> 18
exemption or review by, or authorization, consent or
approval of, any public body or authority is necessary
for the consummation by Seller of the transactions
contemplated by this Agreement.

2.05. Seller Financial Statements.
---------------------------

(a) Attached hereto as Schedule 2.05(a) are copies
----------------
of the following documents: (i) Seller's Annual Report
to Stockholders for the year ended December 31, 1995; and
(ii) Consolidated Reports of Condition and Income for
each of the Banks for the fiscal years ended December 31,
1995, 1994 and 1993.

(b) The financial statements contained in the
document referenced in Schedule 2.05(a) are referred to
----------------
collectively as the "Seller Financial Statements." The
Seller Financial Statements have been prepared in
accordance with generally accepted accounting principles
("GAAP") or regulatory accounting principles, as the case
may be, consistently applied during the periods involved,
and present fairly the consolidated financial position of
Seller and the Seller Subsidiaries at the dates thereof
and the consolidated results of operations, changes in
stockholders' equity and cash flows of Seller and the
Seller Subsidiaries for the periods stated therein.

(c) Seller and the Seller Subsidiaries have each
prepared, kept and maintained through the date hereof
true, correct and complete financial and other books and
records of their affairs which fairly reflect their
respective financial conditions, results of operations,
changes in stockholders' equity and cash flows.

2.06. Seller Reports. Since January 1, 1993, each of
--------------
Seller and the Seller Subsidiaries has timely filed all material
reports, registrations and statements, together with any required
amendments thereto, that it was required to file with (i) the SEC,
including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K
and proxy statements, (ii) the Federal Reserve Board, (iii) the
FDIC, (iv) the Illinois Commissioner and (v) any federal, state,
municipal or local government, securities, banking, savings and
loan, insurance and other governmental or regulatory authority, and
the agencies and staffs thereof (the entities in the foregoing
clauses (i) through (v) being referred to herein collectively as
the "Regulatory Authorities" and individually as a "Regulatory
Authority"), having jurisdiction over the affairs of it. All such
material reports and statements filed with any such Regulatory
Authority are collectively referred to herein as the "Seller
Reports." As of each of their respective dates, the Seller Reports
complied in all material respects with all the rules and
regulations promulgated by the applicable Regulatory Authority.
With respect to Seller Reports filed with the Regulatory
Authorities, there is no material unresolved violation, criticism
or exception by any Regulatory Authority with respect to any report
or statement filed by, or any examinations of, Seller or any of the
Seller Subsidiaries.

2.07. Title to and Condition of Assets.
--------------------------------

(a) Except as may be reflected in the Seller
Financial Statements and with the exception of all "Real
Property" (which is the subject of Section 2.08 hereof)
Seller and the Seller Subsidiaries have, and at the
Closing Date will have, good and marketable title to
their owned properties and assets, including, without
limitation, those reflected in the Seller Financial
Statements (except those disposed of in the ordinary
course of business since the date thereof), free and
clear of any Lien, except for Liens for (i) taxes,
assessments or other governmental charges not yet
delinquent and (ii) as set forth or

- 14 -
<PAGE> 19
described in the Seller Financial Statements or any
subsequent Seller Financial Statements delivered to Buyers
prior to the Effective Time.

(b) No material properties or assets that are
reflected as owned by Seller or any of the Seller
Subsidiaries in the Seller Financial Statements as of
December 31, 1995 have been sold, leased, transferred,
assigned or otherwise disposed of since such date, except
in the ordinary course of business.

(c) All furniture, fixtures, vehicles, machinery
and equipment and computer software owned or used by
Seller or the Seller Subsidiaries, including any such
items leased as a lessee (taken as a whole as to each of
the foregoing with no single item deemed to be of
material importance) are in good working order and free
of known defects, subject only to normal wear and tear.
The operation by Seller or the Seller Subsidiaries of
such properties and assets is in compliance in all
material respects with all applicable laws, ordinances
and rules and regulations of any governmental authority
having jurisdiction over such use.

2.08. Real Property.
-------------

(a) The legal description of each parcel of real
property owned by Seller or any of the Seller
Subsidiaries (other than real property acquired in
foreclosure or in lieu of foreclosure in the course of
the collection of loans and being held by Seller or a
Seller Subsidiary for disposition as required by law) is
set forth in Schedule 2.08(a) under the heading "Owned
----------------
Real Property" (such real property being herein referred
to as the "Owned Real Property"). The legal description
of each parcel of real property leased by Seller or any
of the Seller Subsidiaries is also set forth in Schedule
--------
2.08(a) under the heading "Leased Real Property" (such
-------
real property being herein referred to as the "Leased
Real Property"). Collectively, the Owned Real Property
and the Leased Real Property is herein referred to as the
"Real Property."

(b) There is no pending action involving Seller or
any of the Seller Subsidiaries as to the title of or the
right to use any of the Real Property.

(c) Neither Seller nor any of the Seller
Subsidiaries has any interest in any other real property
except interests as a mortgagee, and except for any real
property acquired in foreclosure or in lieu of
foreclosure and being held for disposition as required by
law.

(d) None of the buildings, structures or other
improvements located on the Real Property encroaches upon
or over any adjoining parcel of real estate or any
easement or right-of-way or "setback" line in any
material respect and all such buildings, structures and
improvements are in all material respects located and
constructed in conformity with all applicable zoning
ordinances and building codes.

(e) None of the buildings, structures or
improvements located on the Owned Real Property are the
subject of any official complaint or notice by any
governmental authority of violation of any applicable
zoning ordinance or building code, and there is no zoning
ordinance, building code, use or occupancy restriction or
condemnation action or proceeding pending, or, to the
best knowledge of Seller, threatened, with respect to any
such building, structure or improvement. The Owned Real
Property is in generally

- 15 -
<PAGE> 20
good condition for its intended purpose, ordinary wear and
tear excepted, and has been maintained in accordance with
reasonable and prudent business practices applicable to like
facilities.

(f) Except as may be reflected in the Seller
Financial Statements or with respect to such easements,
Liens, defects or encumbrances as do not individually or
in the aggregate materially adversely affect the use or
value of the parcel of Owned Real Property, Seller and
the Seller Subsidiaries have, and at the Closing Date
will have, good and marketable title to their respective
Owned Real Properties.

2.09. Taxes. Seller and each Seller Subsidiary have
-----
timely filed or will timely file (including extensions) all
material tax returns required to be filed at or prior to the
Closing Date ("Seller Returns"). Each of Seller and the Seller
Subsidiaries has paid, or set up adequate reserves on the Seller
Financial Statements for the payment of, all taxes required to be
paid in respect of the periods covered by such Seller Returns and
has set up adequate reserves on the most recent Seller Financial
Statements for the payment of all taxes anticipated to be payable
in respect of all periods up to and including the latest period
covered by such Seller Financial Statements. Neither Seller nor
any Seller Subsidiary has any liability material to the Condition
of Seller and the Seller Subsidiaries, taken as a whole, for any
such taxes in excess of the amounts so paid or reserves so
established, and no material deficiencies for any tax, assessment
or governmental charge have been proposed, asserted or assessed
(tentatively or definitely) against Seller or any of the Seller
Subsidiaries which would not be covered by existing reserves.
Neither Seller nor any of the Seller Subsidiaries is delinquent in
the payment of any tax, assessment or governmental charge, nor has
it requested any extension of time within which to file any tax
returns in respect of any fiscal year which have not since been
filed and no requests for waivers of the time to assess any tax are
pending. No federal or state income tax return of Seller or any
Seller Subsidiaries has been audited by the Internal Revenue
Service (the "IRS") or any state tax authority for the seven (7)
most recent full calendar years. There is no deficiency or refund
litigation or, to the best knowledge of Seller, matter in
controversy with respect to Seller Returns. Neither Seller nor any
of the Seller Subsidiaries has extended or waived any statute of
limitations on the assessment of any tax due that is currently in
effect.

2.10. Material Adverse Effect. Since December 31,
-----------------------
1995, there has been no Material Adverse Effect on Seller and the
Seller Subsidiaries, taken as a whole.

2.11. Loans, Commitments and Contracts.
--------------------------------

(a) Schedule 2.11(a) contains a complete and
----------------
accurate listing as of the date hereof of all contracts
entered into with respect to deposits of $500,000 or
more, by account, and all loan agreements and
commitments, notes, security agreements, repurchase
agreements, bankers' acceptances, outstanding letters of
credit and commitments to issue letters of credit,
participation agreements, and other documents relating to
or involving extensions of credit and other commitments
to extend credit by Seller or any of the Seller
Subsidiaries with respect to any one entity or related
group of entities in excess of $500,000 to which Seller
or any of the Seller Subsidiaries is a party or by which
it is bound, by account, and, where applicable, such
other information as shall be necessary to identify any
related group of entities.

(b) Except for the contracts and agreements
required to be listed on Schedule 2.11(a) and the loans
----------------
required to be listed on Schedule 2.11(f), and except as
----------------
otherwise

- 16 -
<PAGE> 21
listed on Schedule 2.11(b), as of the date
----------------
hereof neither Seller nor any of the Seller Subsidiaries
is a party to or is bound by any:

(i) agreement, contract, arrangement,
understanding or commitment with any labor union;

(ii) franchise or license agreement;

(iii) written employment, severance,
termination pay, agency, consulting or similar
agreement or commitment in respect of personal
services;

(iv) material agreement, arrangement or
commitment (A) not made in the ordinary course of
business, and (B) pursuant to which Seller or any of
the Seller Subsidiaries is or may become obligated
to invest in or contribute to any Seller Subsidiary
other than pursuant to Seller Employee Plans (as
that term is defined in Section 2.19 hereof) and
agreements relating to joint ventures or
partnerships set forth in Schedule 2.02, true and
-------------
complete copies of which have been furnished to
Buyers;

(v) agreement, indenture or other instrument
not disclosed in the Seller Financial Statements
relating to the borrowing of money by Seller or any
of the Seller Subsidiaries or the guarantee by
Seller or any of the Seller Subsidiaries of any such
obligation (other than trade payables or instruments
related to transactions entered into in the ordinary
course of business by Seller or any of the Seller
Subsidiaries, such as deposits, Federal Funds
borrowings and repurchase and reverse repurchase
agreements), other than such agreements, indentures
or instruments providing for annual payments of less
than $100,000;

(vi) contract containing covenants which limit
the ability of Seller or any of the Seller
Subsidiaries to compete in any line of business or
with any person or which involves any restrictions
on the geographical area in which, or method by
which, Seller or any of the Seller Subsidiaries may
carry on their respective businesses (other that as
may be required by law or any applicable Regulatory
Authority);

(vii) contract or agreement which is a
"material contract" within the meaning of Item
601(b)(10) of Regulation S-K as promulgated by the
SEC to be performed after the date of this Agreement
that has not been filed or incorporated by reference
in the Seller Reports;

(viii) lease with annual rental payments
aggregating $50,000 or more;

(ix) loans or other obligations payable or
owing to any officer, director or employee except
(A) salaries, wages and directors' fees or other
compensation incurred and accrued in the ordinary
course of business and (B) obligations due in
respect of any depository accounts maintained by any
of the foregoing at Seller or any of the Seller
Subsidiaries in the ordinary course of business; or

- 17 -
<PAGE> 22

(x) other agreement, contract, arrangement,
understanding or commitment involving an obligation
by Seller or any of the Seller Subsidiaries of more
than $500,000 and extending beyond six months from
the date hereof that cannot be cancelled without
cost or penalty upon notice of 30 days or less,
other than contracts entered into in respect of
deposits, loan agreements and commitments, notes,
security agreements, repurchase and reverse
repurchase agreements, bankers' acceptances,
outstanding letters of credit and commitments to
issue letters of credit, participation agreements
and other documents relating to transactions entered
into by Seller or any of the Seller Subsidiaries in
the ordinary course of business and not involving
extensions of credit with respect to any one entity
or related group of entities in excess of $500,000.

(c) Seller and/or the Seller Subsidiaries carry
property, liability, director and officer errors and
omissions, products liability and other insurance
coverage as set forth in Schedule 2.11(c) under the
----------------
heading "Insurance."

(d) True, correct and complete copies of the
agreements, contracts, leases, insurance policies and
other documents referred to in Section 2.11(b) have been
---------------
included with Schedule 2.11(b) hereto. True, correct and
----------------
complete copies of the agreements, contracts, leases,
insurance policies and other documents referred to in
Sections 2.11(a) and (c) have been or shall be furnished
------------------------
or made available to Buyers.

(e) To the best knowledge of Seller, each of the
agreements, contracts, leases, insurance policies and
other documents referred to in Schedules 2.11 (a), (b)
-----------------------
and (c) is a valid, binding and enforceable obligation of
-------
the parties sought to be bound thereby, except as the
enforceability thereof against the parties thereto (other
than Seller or any of the Seller Subsidiaries) may be
limited by bankruptcy, insolvency, reorganization,
moratorium and other laws now or hereafter in effect
relating to the enforcement of creditors' rights
generally, and except that equitable principles may limit
the right to obtain specific performance or other
equitable remedies.

(f) Schedule 2.11(f) under the heading "Loans"
----------------
contains a true, correct and complete listing, as of the
date of this Agreement, by account, of (i) all loans in
excess of $250,000 of Seller or any of the Seller
Subsidiaries which have been accelerated during the past
twelve months; (ii) all loan commitments or lines of
credit of Seller or any of the Seller Subsidiaries in
excess of $250,000 which have been terminated by Seller
or any of the Seller Subsidiaries during the past twelve
months by reason of default or adverse developments in
the condition of the borrower or other events or
circumstances affecting the credit of the borrower; (iii)
all loans, lines of credit and loan commitments in excess
of $250,000, as to which Seller or any of the Seller
Subsidiaries has given written notice of its intent to
terminate during the past twelve months; (iv) with
respect to all loans in excess of $250,000 all
notification letters and other written communications
from Seller or any of the Seller Subsidiaries to any of
their respective borrowers, customers or other parties
during the past twelve months wherein Seller or any of
the Seller Subsidiaries has requested or demanded that
actions be taken to correct existing defaults or facts or
circumstances which may become defaults; (v) each
borrower, customer or other party which has notified
Seller or any of the Seller Subsidiaries during the past
twelve months of, or has asserted against Seller or any
of the Seller Subsidiaries, in each case in writing, any
"lender liability" or similar claim, and, to the best
knowledge of Seller, each borrower, customer or other
party which has given Seller or any of the

- 18 -
<PAGE> 23
Seller Subsidiaries any oral notification of, or orally
asserted to or against Seller or any of the Seller
Subsidiaries, any such claim; (vi) all loans in excess of
$100,000 (A) that are contractually past due 90 days or more
in the payment of principal and/or interest, (B) that are on
non-accrual status, (C) that have been classified
"doubtful," "loss" or the equivalent thereof by any
Regulatory Authority, (D) where a reasonable doubt exists
as to the timely future collectibility of principal
and/or interest, whether or not interest is still
accruing or the loan is less than 90 days past due, (E)
the interest rate terms have been reduced and/or the
maturity dates have been extended subsequent to the
agreement under which the loan was originally created due
to concerns regarding the borrower's ability to pay in
accordance with such initial terms, or (F) where a
specific reserve allocation exists in connection
therewith; and (vii) all loans or debts payable or owing
by any executive officer or director of Seller or any of
the Seller Subsidiaries or any other person or entity
deemed an "executive officer" or a "related interest" of
any of the foregoing, as such terms are defined in
Regulation O of the Federal Reserve Board.

2.12. Absence of Defaults. Neither Seller nor any of
-------------------
the Seller Subsidiaries is in violation of its charter documents or
Bylaws or in default under any material agreement, commitment,
arrangement, lease, insurance policy or other instrument, whether
entered into in the ordinary course of business or otherwise and
whether written or oral, and there has not occurred any event that,
with the lapse of time or giving of notice or both, would consti-
tute such a default, except, in all cases, where such violation or
default would not have a Material Adverse Effect on Seller and the
Seller Subsidiaries, taken as a whole.

2.13. Litigation and Other Proceedings. Except as
--------------------------------
set forth on Schedule 2.13 or otherwise disclosed in the Seller
-------------
Financial Statements, neither Seller nor any of the Seller
Subsidiaries is a party to any pending or, to the best knowledge of
Seller, threatened claim, action, suit, investigation or proceed-
ing, or is subject to any order, judgment or decree, except for
matters which, in the aggregate, will not have, or reasonably could
not be expected to have, a Material Adverse Effect on Seller and
the Seller Subsidiaries, taken as a whole. Without limiting the
generality of the foregoing, there are no actions, suits or
proceedings pending or, to the best knowledge of Seller, threatened
against Seller or any of the Seller Subsidiaries or any of their
respective officers or directors by any stockholder of Seller or
any of the Seller Subsidiaries (or any former stockholder of Seller
or any of the Seller Subsidiaries) or involving claims under the
Community Reinvestment Act of 1977, as amended, the Bank Secrecy
Act, the fair lending laws or any other similar laws.

2.14. Directors' and Officers' Insurance. Each of
----------------------------------
Seller and the Seller Subsidiaries has taken or will take all
requisite action (including, without limitation, the making of
claims and the giving of notices) pursuant to its directors' and
officers' liability insurance policy or policies in order to
preserve all rights thereunder with respect to all matters (other
than matters arising in connection with this Agreement and the
transactions contemplated hereby) occurring prior to the Effective
Time that are known to Seller, except for such matters which,
individually or in the aggregate, will not have and reasonably
could not be expected to have a Material Adverse Effect on Seller
and the Seller Subsidiaries, taken as a whole.

2.15. Compliance with Laws.
--------------------

(a) To the best knowledge of Seller, Seller and
each of the Seller Subsidiaries have all permits,
licenses, authorizations, orders and approvals of, and
have made all filings, applications and registrations
with, all Regulatory Authorities that are required in
order to permit them to own or lease their respective
properties and assets and to carry

- 19 -
<PAGE> 24
on their respective businesses as presently conducted; all
such permits, licenses, certificates of authority, orders
and approvals are in full force and effect and no suspension
or cancellation of any of them is threatened; and all such
filings, applications and registrations are current; in
each case except for permits, licenses, authorizations,
orders, approvals, filings, applications and
registrations the failure to have (or have made) would
not have a Material Adverse Effect on Seller and the
Seller Subsidiaries, taken as a whole.

(b) (i) Each of Seller and the Seller Subsidiaries
has complied with all laws, regulations and orders
(including, without limitation, zoning ordinances,
building codes, the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and securities, tax,
environmental, civil rights, and occupational health and
safety laws and regulations including, without
limitation, in the case of Seller or any Seller
Subsidiary that is a bank or savings association, banking
organization, banking corporation or trust company, all
statutes, rules, regulations and policy statements
pertaining to the conduct of a banking, deposit-taking,
lending or related business, or to the exercise of trust
powers) and governing instruments applicable to it and to
the conduct of its business, except where such failure to
comply would not have a Material Adverse Effect on Seller
and the Seller Subsidiaries, taken as a whole, and (ii)
neither Seller nor any of the Seller Subsidiaries is in
default under, and no event has occurred which, with the
lapse of time or notice or both, could result in the
default under, the terms of any judgment, order, writ,
decree, permit, or license of any Regulatory Authority or
court, whether federal, state, municipal or local, and
whether at law or in equity, except where such default
would not have a Material Adverse Effect on Seller and
the Seller Subsidiaries, taken as a whole.

(c) Neither Seller nor any of the Seller
Subsidiaries is subject to or reasonably likely to incur
a liability as a result of its ownership, operation, or
use of any Property (as defined below) of Seller (whether
directly or, to the best knowledge of Seller, as a
consequence of such Property being part of the investment
portfolio of Seller or any of the Seller Subsidiaries)
(A) that is contaminated by or contains any hazardous
waste, toxic substance or related materials, including,
without limitation, asbestos, PCBs, pesticides, herbi-
cides and any other substance or waste that is hazardous
to human health or the environment (collectively, a
"Toxic Substance"), or (B) on which any Toxic Substance
has been stored, disposed of, placed or used in the
construction thereof; and which, in each case, reasonably
could be expected to have a Material Adverse Effect on
Seller and the Seller Subsidiaries, taken as a whole.
"Property" shall include all property (real or personal,
tangible or intangible) owned or controlled by Seller or
any of the Seller Subsidiaries, including, without
limitation, property under foreclosure, property in which
any venture capital or similar unit of Seller or any of
the Seller Subsidiaries has an interest and, to the best
knowledge of Seller, property held by Seller or any of
the Seller Subsidiaries in its capacity as a trustee. No
claim, action, suit or proceeding is pending and no
material claim has been asserted against Seller or any of
the Seller Subsidiaries relating to Property of Seller or
any of the Seller Subsidiaries before any court or other
Regulatory Authority or arbitration tribunal relating to
Toxic Substances, pollution or the environment, and there
is no outstanding judgment, order, writ, injunction,
decree or award against or affecting Seller or any of the
Seller Subsidiaries with respect to the same. Except for
statutory or regulatory restrictions of general
application, no Regulatory Authority has placed any
restriction on the business of Seller

- 20 -
<PAGE> 25
or any of the Seller Subsidiaries which reasonably could
be expected to have a Material Adverse Effect on Seller and
the Seller Subsidiaries, taken as a whole.

(d) Since December 31, 1993, neither Seller nor any
of the Seller Subsidiaries has received any notification
or communication which has not been resolved from any
Regulatory Authority (i) asserting that any Seller or any
of the Seller Subsidiaries is not in substantial
compliance with any of the statutes, regulations or
ordinances that such Regulatory Authority enforces,
except with respect to matters which reasonably could not
be expected to have a Material Adverse Effect on Seller
and the Seller Subsidiaries, taken as a whole, (ii)
threatening to revoke any license, franchise, permit or
governmental authorization that is material to the
Condition of Seller and the Seller Subsidiaries, taken as
a whole, including, without limitation, such company's
status as an insured depository institution under the FDI
Act, (iii) requiring or threatening to require Seller or
any of the Seller Subsidiaries, or indicating that Seller
or any of the Seller Subsidiaries may be required, to
enter into a cease and desist order, agreement or
memorandum of understanding or any other agreement
restricting or limiting or purporting to direct, restrict
or limit in any manner the operations of Seller or any of
the Seller Subsidiaries, including, without limitation,
any restriction on the payment of dividends. No such
cease and desist order, agreement or memorandum of
understanding or other agreement is currently in effect.

(e) Neither Seller nor any of the Seller
Subsidiaries is required by Section 32 of the FDI Act to
give prior notice to any federal banking agency of the
proposed addition of an individual to its board of
directors or the employment of an individual as a senior
executive officer.

2.16. Labor. No work stoppage involving Seller or
-----
any of the Seller Subsidiaries is pending or, to the best knowledge
of Seller, threatened. Neither Seller nor any of the Seller
Subsidiaries is involved in, or, to the best knowledge of Seller,
threatened with or affected by, any labor dispute, arbitration,
lawsuit or administrative proceeding which reasonably could be
expected to have a Material Adverse Effect on Seller and the Seller
Subsidiaries, taken as a whole. None of the employees of Seller or
the Seller Subsidiaries are represented by any labor union or any
collective bargaining organization.

2.17. Material Interests of Certain Persons. No
-------------------------------------
officer or director of Seller or any of the Seller Subsidiaries, or
any "associate" (as such term is defined in Rule 14a-1 under the
Exchange Act) of any such officer or director, has any interest in
any contract or property (real or personal, tangible or
intangible), used in, or pertaining to the business of, Seller or
any of the Seller Subsidiaries, which in the case of Seller and
each of the Seller Subsidiaries would be required to be disclosed
by Item 404 of Regulation S-K promulgated by the SEC.

2.18. Allowance for Loan and Lease Losses;
------------------------------------
Non-Performing Assets.
- ---------------------

(a) All of the accounts, notes, and other
receivables which are reflected in the Seller Financial
Statements as of December 31, 1995 were acquired in the
ordinary course of business and were collectible in full
in the ordinary course of business, except for possible
loan and lease losses which are adequately provided for
in the allowance for loan and lease losses reflected in
such Seller Financial Statements, and the collection
experience of Seller and the Seller Subsidiaries since
December 31, 1995 to the date hereof, has not deviated in
any material and adverse manner from the credit and

- 21 -
<PAGE> 26
collection experience of Seller and the Seller
Subsidiaries, taken as a whole, for the year ended
December 31, 1995.

(b) The allowances for loan losses contained in the
Seller Financial Statements were established in
accordance with the past practices and experiences of
Seller and the Seller Subsidiaries, and the allowance for
loan and lease losses shown on the consolidated balance
sheet of Seller and the Seller Subsidiaries as of
December 31, 1995, were adequate in all material respects
under the requirements of GAAP, or regulatory accounting
principles, as the case may be, to provide for possible
losses on loans and leases (including, without
limitation, accrued interest receivable) and credit
commitments (including, without limitation, stand-by
letters of credit) as of the date of such balance sheet.

(c) Schedule 2.18(c) sets forth as of the date of
----------------
this Agreement all assets classified by Seller as real
estate acquired through foreclosure or repossession,
including in-substance foreclosure.

(d) The aggregate amount of all Non-Performing
Assets (as defined below) on the books of Seller and the
Seller Subsidiaries does not exceed $3,000,000. "Non-
Performing Assets" shall mean (i) all loans (A) that are
contractually past due 90 days or more in the payment of
principal and/or interest, (B) that are on nonaccrual
status, (C) that have been classified "doubtful," "loss"
or the equivalent thereof by any Regulatory Agency or (D)
where the interest rate terms have been reduced and/or
the maturity dates have been extended subsequent to the
agreement under which the loan was originally created due
to concerns regarding the borrower's ability to pay in
accordance with such initial terms, and (ii) all assets
classified by Seller as real estate acquired through
foreclosure or in lieu of foreclosure, including in-
substance foreclosures, and all other assets acquired
through foreclosure or in lieu of foreclosure.

2.19. Employee Benefit Plans.
----------------------

(a) Schedule 2.19(a) lists all pension, retirement,
----------------
supplemental retirement, stock option, stock purchase,
stock ownership, savings, stock appreciation right,
profit sharing, deferred compensation, consulting, bonus,
medical, disability, workers' compensation, vacation,
group insurance, severance and other employee benefit,
incentive and welfare policies, contracts, plans and
arrangements, and all trust agreements related thereto,
maintained by or contributed to by Seller or any of the
Seller Subsidiaries in respect of any of the present or
former directors, officers, or other employees of and/or
consultants to Seller or any of the Seller Subsidiaries
(collectively, "Seller Employee Plans"). Seller has
furnished Buyers with the following documents with
respect to each Seller Employee Plan: (i) a true and
complete copy of all written documents comprising such
Seller Employee Plan (including amendments and individual
agreements relating thereto) or, if there is no such
written document, an accurate and complete description of
the Seller Employee Plan; (ii) the most recently filed
Form 5500 or Form 5500-C/R (including all schedules
thereto), if applicable; (iii) the most recent financial
statements and actuarial reports, if any; (iv) the
summary plan description currently in effect and all
material modifications thereof, if any; and (v) the most
recent IRS determination letter, if any.

- 22 -
<PAGE> 27

(b) All Seller Employee Plans have been maintained
and operated in all material respects in accordance with
their terms and the requirements of all applicable
statutes, orders, rules and final regulations, including,
without limitation, to the extent applicable, ERISA and
the Internal Revenue Code of 1986, as amended (the
"Code"). All contributions required to be made to Seller
Employee Plans have been made or reserved.

(c) With respect to each of the Seller Employee
Plans which is a pension plan (as defined in Section 3(2)
of ERISA) (the "Pension Plans"): (i) each Pension Plan
which is intended to be "qualified" within the meaning of
Section 401(a) of the Code has been determined to be so
qualified by the IRS and such determination letter may
still be relied upon, and each related trust is exempt
from taxation under Section 501(a) of the Code; (ii) the
present value of all benefits vested and all benefits
accrued under each Pension Plan which is subject to Title
IV of ERISA did not, in each case, as of the last
applicable annual valuation date (as indicated on
Schedule 2.19(a)), exceed the value of the assets of the
----------------
Pension Plan allocable to such vested or accrued
benefits; (iii) there has been no "prohibited
transaction," as such term is defined in Section 4975 of
the Code or Section 406 of ERISA, which could subject any
Pension Plan or associated trust, or Seller or any of the
Seller Subsidiaries, to any tax or penalty; (iv) no
Pension Plan or any trust created thereunder has been
terminated, nor has there been any "reportable events"
with respect to any Pension Plan, as that term is defined
in Section 4043 of ERISA since January 1, 1989; and (v)
no Pension Plan or any trust created thereunder has
incurred any "accumulated funding deficiency", as such
term is defined in Section 302 of ERISA (whether or not
waived). No Pension Plan is a "multiemployer plan" as
that term is defined in Section 3(37) of ERISA.

(d) Neither Seller nor any of the Seller
Subsidiaries has any liability for any post-retirement
health, medical or similar benefit of any kind
whatsoever, except as required by statute or regulation.

(e) Neither Seller nor any of the Seller
Subsidiaries has any material liability under ERISA or
the Code as a result of its being a member of a group
described in Sections 414(b), (c), (m) or (o) of the
Code.

(f) Neither the execution nor delivery of this
Agreement, nor the consummation of any of the
transactions contemplated hereby, will (i) result in any
payment (including, without limitation, severance,
unemployment compensation or golden parachute payment)
becoming due to any director or employee of Seller or any
of the Seller Subsidiaries from any of such entities,
(ii) increase any benefit otherwise payable under any of
the Seller Employee Plans or (iii) result in the
acceleration of the time of payment of any such benefit.
Seller shall use its best efforts to insure that no
amounts paid or payable by Seller, the Seller
Subsidiaries or Buyers to or with respect to any employee
or former employee of Seller or any of the Seller
Subsidiaries will fail to be deductible for federal
income tax purposes by reason of Section 280G of the
Code.

2.20. Conduct of Seller to Date. From and after
-------------------------
December 31, 1995 through the date of this Agreement, except as set
forth in the Seller Financial Statements: (i) Seller and the Seller
Subsidiaries have conducted their respective businesses in the
ordinary and usual course consistent with past practices; (ii)
neither Seller nor any of the Seller Subsidiaries has issued, sold,
granted, conferred or awarded any of its Equity Securities (except
shares of Seller Common Stock upon exercise of Seller

- 23 -
<PAGE> 28
Employee Stock Options), or any corporate debt securities which would
be classified under GAAP as long-term debt on the balance sheets of
Seller or the Seller Subsidiaries; (iii) Seller has not effected
any stock split or adjusted, combined, reclassified or otherwise
changed its capitalization; (iv) Seller has not declared, set aside
or paid any dividend (other than its regular quarterly dividends)
or other distribution in respect of its capital stock, or
purchased, redeemed, retired, repurchased or exchanged, or
otherwise acquired or disposed of, directly or indirectly, any of
its Equity Securities, whether pursuant to the terms of such Equity
Securities or otherwise; (v) neither Seller nor any of the Seller
Subsidiaries has incurred any obligation or liability (absolute or
contingent), except liabilities incurred in the ordinary course of
business, or subjected to Lien any of its assets or properties
other than in the ordinary course of business consistent with past
practice; (vi) neither Seller nor any of the Seller Subsidiaries
has discharged or satisfied any Lien or paid any obligation or
liability (absolute or contingent), other than in the ordinary
course of business; (vii) neither Seller nor any of the Seller
Subsidiaries has sold, assigned, transferred, leased, exchanged, or
otherwise disposed of any of its properties or assets other than
for a fair consideration in the ordinary course of business; (viii)
except as required by contract or law, neither Seller nor any of
the Seller Subsidiaries has (A) increased the rate of compensation
of, or paid any bonus to, any of its directors, officers, or other
employees, except in accordance with existing policy, (B) entered
into any new, or amended or supplemented any existing, employment,
management, consulting, deferred compensation, severance, or other
similar contract, (C) entered into, terminated, or substantially
modified any of the Seller Employee Plans or (D) agreed to do any
of the foregoing; (ix) neither Seller nor any Seller Subsidiary has
suffered any material damage, destruction, or loss, whether as the
result of fire, explosion, earthquake, accident, casualty, labor
trouble, requisition, or taking of property by any Regulatory
Authority, flood, windstorm, embargo, riot, act of God or the
enemy, or other casualty or event, and whether or not covered by
insurance; (x) neither Seller nor any of the Seller Subsidiaries
has cancelled or compromised any debt, except for debts charged off
or compromised in accordance with the past practice of Seller and
the Seller Subsidiaries; and (xi) neither Seller nor any of the
Seller Subsidiaries has entered into any material transaction,
contract or commitment outside the ordinary course of its business.

2.21. Absence of Undisclosed Liabilities.
----------------------------------

(a) As of the date of this Agreement, neither
Seller nor any of the Seller Subsidiaries has any debts,
liabilities or obligations equal to or exceeding $25,000,
individually or $50,000 in the aggregate, whether
accrued, absolute, contingent or otherwise and whether
due or to become due, which are required to be reflected
in the Seller Financial Statements or the notes thereto
in accordance with GAAP except:

(i) liabilities and obligations reflected on
the Seller Financial Statements;

(ii) operating leases reflected on Schedule 2.11;
-------------
and

(iii) debts, liabilities or obligations
incurred since December 31, 1995 in the ordinary and
usual course of their respective businesses, none of
which are for breach of contract, breach of
warranty, torts, infringements or lawsuits and none
of which have a Material Adverse Effect on Seller
and the Seller Subsidiaries, taken as a whole.

(b) Neither Seller nor any of the Seller
Subsidiaries was as of December 31, 1995, and since such
date to the date hereof, has become a party to, any
contract or agreement, excluding deposits, loan
agreements, and commitments, notes, security

- 24 -
<PAGE> 29
agreements, repurchase and reverse repurchase agreements,
bankers' acceptances, outstanding letters of credit and
commitments to issue letters of credit, participation
agreements and other documents relating to transactions
entered into by Seller or any of the Seller Subsidiaries
in the ordinary course of business, had, has or may be
reasonably expected to have a Material Adverse Effect on
Seller and the Seller Subsidiaries, taken as a whole.

2.22. Proxy Statement, Etc. None of the information
--------------------
regarding Seller or any of the Seller Subsidiaries to be supplied
by Seller for inclusion or included in (i) the Registration
Statement on Form S-4 to be filed with the SEC by Mercantile for
the purpose of registering the shares of Mercantile Common Stock to
be exchanged for shares of Seller Common Stock pursuant to the
provisions of this Agreement (the "Registration Statement"), (ii)
the Proxy Statement to be mailed to Seller's stockholders in
connection with the meeting to be called to consider this Agreement
and the Merger (the "Proxy Statement") or (iii) any other documents
to be filed with any Regulatory Authority in connection with the
transactions contemplated hereby will, at the respective times such
documents are filed with any Regulatory Authority and, in the case
of the Registration Statement, when it becomes effective and, with
respect to the Proxy Statement, when mailed, be false or misleading
with respect to any material fact, or omit to state any material
fact necessary in order to make the statements therein not
misleading or, in the case of the Proxy Statement or any amendment
thereof or supplement thereto, at the time of the meeting of
Seller's stockholders referred to in Section 5.03, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for
such meeting. All documents which Seller or any of the Seller
Subsidiaries is responsible for filing with any Regulatory
Authority in connection with the Merger will comply as to form in
all material respects with the provisions of applicable law.

2.23. Registration Obligations. Neither Seller nor
------------------------
any of the Seller Subsidiaries is under any obligation, contingent
or otherwise, which will survive the Effective Time by reason of
any agreement to register any transaction involving any of its
securities under the Securities Act.

2.24. Tax and Regulatory Matters. Neither Seller nor
--------------------------
any of the Seller Subsidiaries has taken or agreed to take any
action or has any knowledge of any fact or circumstance that would
(i) prevent the transactions contemplated hereby from qualifying as
a reorganization within the meaning of Section 368 of the Code or
(ii) materially impede or delay receipt of any approval referred to
in Section 6.01(b) or the consummation of the transactions
contemplated by this Agreement.

2.25. Brokers and Finders. Except for The Chicago
-------------------
Corporation, neither Seller nor any of the Seller Subsidiaries nor
any of their respective officers, directors or employees has
employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder's
fees, and no broker or finder has acted directly or indirectly for
Seller or any of the Seller Subsidiaries in connection with this
Agreement or the transactions contemplated hereby.

2.26. Interest Rate Risk Management Instruments.
-----------------------------------------

(a) Set forth on Schedule 2.26(a) is a list as of
----------------
the date hereof of all interest rate swaps, caps, floors and option
agreements and other interest rate risk management arrangements to
which Seller or any of the Seller Subsidiaries is a party or by
which any of their properties or assets may be bound.

- 25 -
<PAGE> 30

(b) All such interest rate swaps, caps, floors and
option agreements and other interest rate risk management
arrangements to which Seller or any of the Seller Subsidiaries is
a party or by which any of their properties or assets may be bound
were entered into in the ordinary course of business and, to the
best knowledge of Seller, in accordance with prudent banking
practice and applicable rules, regulations and policies of
Regulatory Authorities and with counterparties believed to be
financially responsible at the time and are legal, valid and
binding obligations of Seller or a Seller Subsidiary and are in
full force and effect. Seller and each of the Seller Subsidiaries
has duly performed in all material respects all of its obligations
thereunder to the extent that such obligations to perform have
accrued, and to the best knowledge of Seller, there are no material
breaches, violations or defaults or allegations or assertions of
such by any party thereunder.

2.27. Accuracy of Information. The statements
-----------------------
contained in this Agreement, the Schedules and any other written
document executed and delivered by or on behalf of Seller pursuant
to the terms of this Agreement are true and correct as of the date
hereof or as of the date delivered in all material respects, and
such statements and documents do not omit any material fact
necessary to make the statements contained therein not misleading.

ARTICLE III
-----------

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYERS

As an inducement to Seller to enter into and perform its
obligations under this Agreement, and notwithstanding any examina-
tion, inspection, audit or other investigation made by Seller,
Buyers jointly and severally represent and warrant to and covenant
with Seller as follows:

3.01. Organization and Authority. Buyer and Merger
--------------------------
Sub are each corporations duly organized, validly existing and in
good standing under the laws of the State of Missouri, are each
qualified to do business and are each in good standing in all
jurisdictions where its ownership or leasing of property or the
conduct of its business requires it to be so qualified and has
corporate power and authority to own its properties and assets and
to carry on its business as it is now being conducted, except where
the failure to be so qualified would not have a Material Adverse
Effect on Mercantile and its Subsidiaries, taken as a whole. Each
of Mercantile and Merger Sub is registered as a bank holding
company with the Federal Reserve Board under the BHCA.

3.02. Capitalization of Mercantile. The authorized
----------------------------
capital stock of Mercantile consists of (i) 100,000,000 shares of
Mercantile Common Stock, of which, as of February 29, 1996,
63,185,588 shares were issued and 62,897,868 were outstanding and
(ii) 5,000,000 shares of preferred stock, no par value ("Mercantile
Preferred Stock"), issuable in series, of which as of the date
hereof, no shares were issued and outstanding. Mercantile has
designated 1,000,000 shares of Mercantile Preferred Stock as
"Series A Junior Participating Preferred Stock" and has reserved
such shares under a Rights Agreement dated May 23, 1988 between
Mercantile and Mercantile Bank of St. Louis National Association,
as Rights Agent. As of February 29, 1996, Mercantile had reserved:
(i) 4,265,950 shares of Mercantile Common Stock for issuance under
various Mercantile employee and/or director stock option, incentive
and/or benefit plans ("Mercantile Employee/Director Stock Grants");
(ii) 199,446 shares of Mercantile Common Stock for issuance upon
the acquisition of Metro Savings Bank, F.S.B. ("Metro") pursuant to
the Agreement and Plan of Reorganization dated as of September 15,
1995 by and between Metro, Mercantile and Merger Sub; and (iii)
325,843 shares of Mercantile Common Stock for issuance upon the
acquisition of Peoples State Bank ("Peoples Bank") pursuant to the
Agreement and Plan of Reorganization dated as of December 19, 1995
by and among Peoples Bank, Mercantile, Ameribanc, Inc. and Peoples
State Bankshares, Inc. From February 29, 1996 through the date of
this Agreement, no shares of Mercantile

- 26 -
<PAGE> 31
Common Stock have been issued, excluding any such shares which may
have been issued in connection with Mercantile Employee/Director Stock
Grants and the acquisition of Metro.

Mercantile continually evaluates possible
acquisitions and may prior to the Effective Time enter into one or
more agreements providing for, and may consummate, the acquisition
by it of another bank, association, bank holding company, savings
and loan holding company or other company (or the assets thereof)
for consideration that may include Equity Securities. In addition,
prior to the Effective Time, Mercantile may, depending on market
conditions and other factors, otherwise determine to issue equity,
equity-linked or other securities for financing purposes or
repurchase its outstanding Equity Securities. Notwithstanding the
foregoing, neither Mercantile nor any Mercantile Subsidiary has
taken or agreed to take any action or has any knowledge of any fact
or circumstance and neither Mercantile nor Merger Sub will take any
action that would (i) prevent the transactions contemplated hereby
from qualifying as a reorganization within the meaning of Section
368 of the Code or (ii) materially impede or delay receipt of any
approval referred to in Section 6.01(b) or the consummation of the
transactions contemplated by this Agreement. Except as set forth
above, there are no other Equity Securities of Mercantile
outstanding. All of the issued and outstanding shares of
Mercantile Common Stock are validly issued, fully paid, and
nonassessable, and have not been issued in violation of any
preemptive right of any shareholder of Mercantile. At the
Effective Time, the Mercantile Common Stock to be issued in the
Merger will be duly authorized, validly issued, fully paid and
nonassessable, will not be issued in violation of any preemptive
right of any shareholder of Mercantile and will be listed for
trading on the NYSE.

3.03. Authorization.
-------------

(a) Mercantile and Merger Sub each have the
corporate power and authority to enter into this
Agreement and to carry out their respective obligations
hereunder. The execution, delivery and performance of
this Agreement by Mercantile and Merger Sub and the
consummation by Mercantile and Merger Sub of the
transactions contemplated hereby have been duly
authorized by all requisite corporate action of
Mercantile and Merger Sub. Subject to the receipt of
such approvals of the Regulatory Authorities as may be
required by statute or regulation, this Agreement is a
valid and binding obligation of Mercantile and Merger Sub
enforceable against each in accordance with its terms.

(b) Neither the execution, delivery and performance
by Mercantile and Merger Sub of this Agreement, nor the
consummation by Mercantile and Merger Sub of the
transactions contemplated hereby, nor compliance by
Mercantile and Merger Sub with any of the provisions
hereof, will (i) violate, conflict with or result in a
breach of any provisions of, or constitute a default (or
an event which, with notice or lapse of time or both,
would constitute a default) or result in the termination
of, or accelerate the performance required by, or result
in a right of termination or acceleration of, or result
in the creation of, any Lien upon any of the properties
or assets of Mercantile or Merger Sub under any of the
terms, conditions or provisions of (x) their respective
Articles of Incorporation or Bylaws, or (y) any note,
bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which
Mercantile or Merger Sub is a party or by which they may
be bound, or to which Mercantile or Merger Sub or any of
their respective properties or assets may be subject, or
(ii) subject to compliance with the statutes and
regulations referred to in subsection (c) of this Section
3.03, violate any judgment, ruling, order, writ,
injunction, decree, statute, rule or regulation
applicable to Mercantile or Merger Sub or any of their
respective properties or assets; other than violations,
conflicts, breaches, defaults, terminations,
accelerations

- 27 -
<PAGE> 32
or Liens which would not have a Material Adverse Effect on
Mercantile and its Subsidiaries, taken as a whole.

(c) Other than in connection with or in compliance
with the provisions of the Missouri Statute, the DGCL,
the Securities Act, the Exchange Act, the securities or
blue sky laws of the various states or filings, consents,
reviews, authorizations, approvals or exemptions required
under the BHCA, the FDI Act or any required approvals of
any other Regulatory Authority, no notice to, filing
with, exemption or review by, or authorization, consent
or approval of, any public body or authority is necessary
for the consummation by Mercantile and Merger Sub of the
transactions contemplated by this Agreement.

3.04. Mercantile Financial Statements. The supplemental
-------------------------------
consolidated balance sheets of Mercantile and its Subsidiaries as of
December 31, 1995, 1994 and 1993 and related supplemental consolidated
statements of income, changes in shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1995,
together with the notes thereto, audited by KPMG Peat Marwick LLP, as
filed with the SEC on Form 8-K dated March 11, 1996 (collectively, the
"Mercantile Financial Statements"), have been prepared in accordance
with GAAP, present fairly the consolidated financial position of
Mercantile and its Subsidiaries at the dates thereof and the
consolidated results of operations, changes in shareholders' equity
and cash flows of Mercantile and its Subsidiaries for the periods
stated therein and are derived from the books and records of
Mercantile and its Subsidiaries, which are complete and accurate in
all material respects and have been maintained in accordance with good
business practices. Neither Mercantile nor any of its Subsidiaries
has any material contingent liabilities that are not described in
the Mercantile Financial Statements.

3.05. Mercantile Reports. Since January 1, 1993,
------------------
each of Mercantile and its Subsidiaries has filed all reports,
registrations and statements, together with any required
amendments thereto, that it was required to file with any
Regulatory Authority. All such reports and statements filed with
any such Regulatory Authority are collectively referred to herein
as the "Mercantile Reports." As of its respective date, each
Mercantile Report complied in all material respects with all the
rules and regulations promulgated by the applicable Regulatory
Authority and did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

3.06. Material Adverse Effect. Since December 31,
-----------------------
1995, there has been no Material Adverse Effect on Mercantile and
its Subsidiaries, taken as a whole.

3.07. Legal Proceedings or Other Adverse Facts.
----------------------------------------
Except as otherwise disclosed in the Mercantile Financial
Statements, neither Mercantile nor any of its Subsidiaries is a
party to any pending or, to the best knowledge of Mercantile,
threatened claim, action, suit, investigation or proceeding, or is
subject to any order, judgment or decree, except for matters which,
in the aggregate, will not have, or reasonably could not be
expected to have, a Material Adverse Effect on Mercantile and its
Subsidiaries, taken as a whole. Without limiting the generality of
the foregoing, there are no actions, suits or proceedings pending
or, to the best knowledge of Mercantile, threatened against
Mercantile or any of its Subsidiaries or any of their respective
officers or directors by any shareholder of Mercantile or any of
its Subsidiaries (or any former shareholder of Mercantile or any of
its Subsidiaries) or involving claims under the Community
Reinvestment Act of 1977, as amended, the Bank Secrecy Act, the
fair lending laws or any other similar laws.

- 28 -
<PAGE> 33

3.08. Registration Statement, Etc. None of the
---------------------------
information regarding Mercantile or any of its Subsidiaries to be
supplied by Buyers for inclusion or included in (i) the Registra-
tion Statement, (ii) the Proxy Statement, or (iii) any other
documents to be filed with any Regulatory Authority in connection
with the transactions contemplated hereby will, at the respective
times such documents are filed with any Regulatory Authority and,
in the case of the Registration Statement, when it becomes
effective and, with respect to the Proxy Statement, when mailed, be
false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements
therein not misleading or, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, at the time of the
meeting of stockholders referred to in Section 5.03, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for
such meeting. All documents which Mercantile or Merger Sub are
responsible for filing with any Regulatory Authority in connection
with the Merger will comply as to form in all material respects
with the provisions of applicable law.

3.09. Brokers and Finders. Neither Mercantile,
-------------------
Merger Sub nor any of their respective officers, directors or
employees has employed any broker or finder or incurred any
liability for any financial advisory fees, brokerage fees,
commissions or finder's fees, and no broker or finder has acted
directly or indirectly for Mercantile or Merger Sub in connection
with this Agreement or the transactions contemplated hereby.

3.10. Accuracy of Information. The statements
-----------------------
contained in this Agreement, the Schedules and in any other written
document executed and delivered by or on behalf of Buyers pursuant
to the terms of this Agreement are true and correct in all material
respects, and such statements and documents do not omit any
material fact necessary to make the statements contained herein or
therein not misleading.

3.11. Compliance with Laws. To the best knowledge of
--------------------
Mercantile, Mercantile and each of its Subsidiaries have (i)
complied with all laws, regulations and orders (including, without
limitation, zoning ordinances, building codes, ERISA and
securities, tax, environmental, civil rights and occupational
health and safety laws and regulations including, without
limitation, in the case of Mercantile or any Mercantile Subsidiary
that is a bank or savings association, banking organization,
banking corporation or trust company, all statutes, rules,
regulations and policy statements pertaining to the conduct of a
banking, deposit-taking, lending or related business, or to the
exercise of trust powers) and governing instruments applicable to
it and to the conduct of its business, except where the failure to
comply would not have a Material Adverse Effect on Mercantile and
its Subsidiaries, taken as a whole, and (ii) all permits, licenses,
authorizations, orders and approvals of, and have made all filings,
applications and registrations with, all Regulatory Authorities
that are required in order to permit them to own or lease their
respective properties and assets and to carry on their respective
businesses as presently conducted; all such permits, licenses,
certificates of authority, orders and approvals are in full force
and effect, and no suspensions or cancellation of any of them is
threatened; and all such filings, applications and registrations
are current; in each case except for permits, licenses,
authorizations, orders, approvals, filings, applications and
registrations the failure to have (or have made) would have a
Material Adverse Effect on Mercantile and its Subsidiaries, taken
as a whole.

ARTICLE IV
----------

CONDUCT OF BUSINESSES PRIOR TO THE EFFECTIVE TIME

4.01. Conduct of Businesses Prior to the Effective
--------------------------------------------
Time. During the period from the date of this Agreement to the
- ----
Effective Time, Seller shall, and shall cause each of the Seller
Subsidiaries

- 29 -
<PAGE> 34
to, conduct their respective businesses according to the ordinary and
usual course consistent with past practices and shall, and shall cause
each such Seller Subsidiary to, 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.

4.02. Forbearances of Seller. Except as set forth in
----------------------
Schedule 4.02 and except to the extent required by law, regulation
- -------------
or Regulatory Authority, or with the prior written consent of
Buyers (unless otherwise specifically noted in this Section 4.02),
during the period from the date of this Agreement to the Effective
Time, Seller shall not and shall not permit any of the Seller
Subsidiaries to:

(a) 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
the Seller Subsidiaries to Seller or to another of the
Seller Subsidiaries), except that Seller may declare and
pay regular quarterly cash dividends of not more than
$0.15 per share on the Seller Common Stock; provided,
however, that if the Effective Time shall not have
occurred on or before July 1, 1996, Seller may declare,
set aside or pay a dividend for each share of Seller
Common Stock for each quarter thereafter in which the
Mercantile Board of Directors shall declare a dividend on
shares of Mercantile Common Stock that equals the product
of (i) Stock Distribution and (ii) the amount of the
dividend per share declared by the Board of Directors of
Mercantile; provided further, however, that Seller shall
not declare or pay a quarterly dividend for any quarter
in which Seller stockholders will be entitled to receive
a regular quarterly dividend on the shares of Mercantile
Common Stock to be issued in the Merger;

(b) enter into or amend any employment, severance
or similar agreement or arrangement with any director,
officer or employee, or materially modify any of the
Seller Employee Plans or grant any salary or wage
increase or materially increase any employee benefit
(including incentive or bonus payments), except (i)
normal individual increases in compensation to employees
consistent with past practice, (ii) as required by law or
contract and (iii) such increases of which Seller
notifies Buyers in writing and which Buyers do not
disapprove within 10 days of the receipt of such notice;

(c) authorize, recommend, propose or announce an
intention to authorize, 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 release or
relinquishment of any material contract rights;

(d) propose or adopt any amendments to its
Certificate or Articles of Incorporation or other charter
document or Bylaws;

(e) issue, sell, grant, confer or award any of its
Equity Securities (except shares of Seller Common Stock
issued upon exercise of Seller Employee Stock Options
outstanding on the date of this Agreement) or effect any
stock split or adjust, combine, reclassify or otherwise
change its capitalization as it existed on the date of
this Agreement;

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

- 30 -
<PAGE> 35

(g) (i) without first consulting with and obtaining
the written consent of Mercantile, cause or permit
TODAY'S WEST 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 equal to or in excess of $400,000 or in any amount
which, when aggregated with any and all loans or credit
commitments of Seller and the Seller Subsidiaries to such
person or entity, would be equal to or in excess of
$400,000; or (ii) without first consulting with and
obtaining the written consent of Mercantile, cause or
permit TODAY'S EAST to Lend to any person in an amount
equal to or in excess of (A) $150,000 or in any amount
which, when aggregated with any and all loans or credit
commitments of Seller and the Seller Subsidiaries to such
person or entity, would be equal to or in excess of
$150,000, if such loan or credit commitment has a rating
of "8" or "9" pursuant to the credit rating system in
existence as of the date hereof at TODAY'S EAST (the
"Credit Rating System"); (B) $400,000 or in any amount
which, when aggregated with any and all loans or credit
commitments of Seller and the Seller Subsidiaries to such
person or entity, would be equal to or in excess of
$400,000, if such loan or credit commitment has a rating
of "7" pursuant to the Credit Rating System; or (C)
$1,000,000 or in any amount which, when aggregated with
any and all loans or credit commitments of Seller and the
Seller Subsidiaries to such person or entity, would be
equal to or in excess of $1,000,000, if such loan or
credit commitment has a rating of "1," "3," or "5"
pursuant to the Credit Rating System; provided, however,
that Seller or any of the Seller Subsidiaries may make
any such loan or credit commitment in the event (A)
Seller or any Seller Subsidiary has delivered to Buyers
or their designated representative a notice of its
intention to make such loan and such information as
Buyers or their designated representative may reasonably
require in respect thereof and (B) Buyers or their
designated representative shall not have reasonably
objected to such loan by giving written or facsimile
notice of such objection within two (2) business days
following the delivery to Buyers or their designated
representative of the notice of intention and information
as aforesaid; provided further, however, that nothing in
this paragraph shall prohibit Seller or any Seller
Subsidiary from honoring any contractual obligation in
existence on the date of this Agreement. Notwithstanding
clauses (i) and (ii) of this Section 4.02(g), Seller
shall be authorized without first consulting with Buyers
or obtaining Buyers' prior written consent, to cause or
permit TODAY'S WEST or TODAY'S EAST to increase the
aggregate amount of any credit facilities theretofore
established in favor of any person or entity (each a
"Pre-Existing Facility"), provided that the aggregate
amount of any and all such increases shall not be in
excess of the lesser of ten percent (10%) of such
Pre-Existing Facilities or $50,000;

(h) 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
Buyers) relating to the disposition of any significant
portion of the business or assets of Seller or any of the
Seller Subsidiaries or the acquisition of Equity
Securities of Seller or any of the Seller Subsidiaries or
the merger of Seller or any of the Seller Subsidiaries
with any person (other than Buyers) or any similar
transaction (each such transaction being referred to
herein as an "Acquisition Transaction"), or (ii) provide
any such person with information or assistance or
negotiate with any such person with respect to an
Acquisition Transaction, and Seller shall promptly notify
Buyers orally of all the relevant details relating to all
inquiries,

- 31 -
<PAGE> 36
indications of interest and proposals which it may receive
with respect to any Acquisition Transaction;

(i) take any action that would (A) materially
impede or delay the consummation of the transactions
contemplated by this Agreement or the ability of Buyers
or Seller to obtain any approval of any Regulatory
Authority required for the transactions contemplated by
this Agreement or to perform its covenants and agreements
under this Agreement or (B) prevent or impede the
transactions contemplated hereby from qualifying as a
reorganization within the meaning of Section 368 of the
Code;

(j) other than in the 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;

(k) 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 $2,000,000 for U.S. Treasury
or Federal Agency Securities and $250,000 for all other
investment instruments;

(l) 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 act which would make any of the
representations and warranties in Article II of this
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 act;
or

(m) enter into, increase or renew any loan or
credit commitment (including standby letters of credit)
to any executive officer or director of Seller or any of
the Seller Subsidiaries, any holder of 10% or more of the
outstanding shares of Seller 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 Buyers, which consent shall not be unreasonably
withheld. For purposes of this subsection (m), "control"
shall have the meaning associated with that term under 12
U.S.C. Section 371c.

4.03. Forbearances of Buyers. During the period from
----------------------
the date of this Agreement to the Effective Time, Buyers shall not,
and shall not permit any of their respective Subsidiaries to,
without the prior written consent of Seller, agree in writing or
otherwise engage in any activity, enter into any transaction or
take or omit to take any other action:

(a) that would (i) materially impede or delay the
consummation of the transactions contemplated by this
Agreement or the ability of Buyers or Seller to obtain
any approval of any Regulatory Authority required for the
transactions contemplated by this Agreement or to perform
its covenants and agreements under this Agreement or (ii)
prevent or impede the transactions contemplated hereby
from qualifying as a reorganization within the meaning of
Section 368 of the Code; or

- 32 -
<PAGE> 37

(b) which would make any of the representations and
warranties of Article III of this 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.

ARTICLE V
---------

ADDITIONAL AGREEMENTS

5.01. Access and Information. Buyers and Seller
----------------------
shall each afford to the other, and to the other's accountants,
counsel and other representatives, full access during normal
business hours, during the period prior to the Effective Time, to
all their respective properties, books, contracts, commitments and
records and, during such period, each shall furnish promptly to the
other (i) a copy of each report, schedule and other document filed
or received by it during such period pursuant to the requirements
of federal and state securities laws and (ii) all other information
concerning its business, properties and personnel as the other may
reasonably request. Each party shall, and shall cause its advisors
and representatives to, (A) hold confidential all information
obtained in connection with any transaction contemplated hereby
with respect to the other party and its Subsidiaries which is not
otherwise public knowledge, (B) in the event of a termination of
this Agreement, return all documents (including copies thereof)
obtained hereunder from the other party or any of its Subsidiaries
to it and (C) use their respective best efforts to cause all of
such party's confidential information obtained pursuant to this
Agreement or in connection with the negotiation of this Agreement
to be treated as confidential and not use, or knowingly permit
others to use, any such information unless such information becomes
generally available to the public.

5.02. Registration Statement; Regulatory Matters.
------------------------------------------

(a) Mercantile shall prepare and, subject to the
review and consent of Seller with respect to matters
relating to Seller, file with the SEC as soon as is
reasonably practicable the Registration Statement (or the
equivalent in the form of preliminary proxy materials)
with respect to the shares of Mercantile Common Stock to
be issued in the Merger. Mercantile shall prepare and,
subject to the review and consent of Seller with respect
to matters relating to Seller, use its best efforts to
file as soon as is reasonably practicable an application
for approval of the Merger with the Federal Reserve
Board, and such additional regulatory authorities as may
require an application, and shall use its best efforts to
cause the Registration Statement to become effective.
Mercantile shall also take any action required to be
taken under any applicable state blue sky or securities
laws in connection with the issuance of such shares, and
Seller and the Seller Subsidiaries shall furnish
Mercantile all information concerning Seller and the
Seller Subsidiaries and the stockholders thereof as
Mercantile may reasonably request in connection with any
such action.

(b) Seller and Buyers shall cooperate and use their
respective best efforts to prepare all documentation, to
effect all filings and to obtain all permits, consents,
approvals and authorizations of all third parties and
Regulatory Authorities necessary to consummate the
transactions contemplated by this Agreement and, as and
if directed by Mercantile, to consummate such other
transactions by and among Mercantile's Subsidiaries and
the Seller Subsidiaries concurrently with or following
the Effective Time, provided that such actions do not:
(i) materially impede or delay the receipt of any
approval referred to in Section 6.01(b); (ii) prevent or
impede the transactions

- 33 -
<PAGE> 38
contemplated hereby from qualifying as a reorganization
within the meaning of Section 368 of the Code; or (iii) the
consummation of the transactions contemplated by this
Agreement.

5.03. Stockholder Approval. Seller shall call a
--------------------
meeting of its stockholders to be held as soon as practicable after
the date the Registration Statement is declared effective by the
SEC for the purpose of voting upon this Agreement. In connection
with such meeting, Mercantile shall prepare, subject to the review
and consent of Seller, the Proxy Statement (which shall be part of
the Registration Statement to be filed with the SEC by Mercantile)
and mail the same to the stockholders of Seller. The Board of
Directors of Seller shall submit for approval of Seller's stock-
holders the matters to be voted upon at such meeting. The Board of
Directors of Seller hereby does and, subject to its fiduciary
duties, upon written advice of Hinshaw & Culbertson, counsel to
Seller, will recommend this Agreement and the transactions
contemplated hereby to stockholders of Seller and use its
reasonable best efforts to obtain any vote of Seller's stockholders
necessary for the approval and adoption of this Agreement.

5.04. Current Information. During the period from
-------------------
the date of this Agreement to the Effective Time, each party shall
promptly furnish the other with copies of all interim financial
statements as the same become available and shall cause one or more
of its designated representatives to confer on a regular and
frequent basis with representatives of the other party. Each party
shall promptly notify the other party of the following events
immediately upon learning of the occurrence thereof, describing the
same and, if applicable, the steps being taken by the affected
party with respect thereto: (a) an event which would cause any
representation or warranty of such party or any Schedule,
statement, report, notice, certificate or other writing furnished
by such party to be untrue or misleading in any material respect;
(b) any Material Adverse Effect to it; (c) the issuance or
commencement of any governmental complaint, investigation or
hearing (or any communication indicating that the same may be
contemplated); or (d) the institution or threat of material
litigation involving such party, and shall keep the other party
fully informed of such events.

5.05 Conforming Entries.
------------------

(a) Notwithstanding that Seller believes that
Seller and Seller Subsidiaries have established all
reserves and taken all provisions for possible loan
losses required by GAAP and applicable laws, rules and
regulations, Seller recognizes that Buyers may have
adopted different loan, accrual and reserve policies
(including loan classifications and levels of reserves
for possible loan losses). From and after the date of
this Agreement to the Effective Time, Seller and Buyers
shall consult and cooperate with each other with respect
to conforming the loan, accrual and reserve policies of
Seller and the Seller Subsidiaries to those policies of
Buyers, as specified in each case in writing to Seller,
based upon such consultation and as hereinafter provided.

(b) In addition, from and after the date of this
Agreement to the Effective Time, Seller and Buyers shall
consult and cooperate with each other with respect to
determining appropriate Seller accruals, reserves and
charges to establish and take in respect of excess
equipment write-off or write-down of various assets and
other appropriate charges and accounting adjustments
taking into account the parties' business plans following
the Merger, as specified in each case in writing to
Seller, based upon such consultation and as hereinafter
provided.

(c) Seller and Buyers shall consult and cooperate
with each other with respect to determining the amount
and the timing for recognizing for financial accounting

- 34 -
<PAGE> 39
purposes Seller's expenses of the Merger and the
restructuring charges related to or to be incurred in
connection with the Merger.

(d) Subject to the language contained in the second
sentence hereof, at the request of Mercantile, Seller
shall (i) establish and take such reserves and accruals
to conform Seller's loan, accrual and reserve policies to
Mercantile's policies, (ii) establish and take such
accruals, reserves and charges in order to implement such
policies in respect of excess facilities and equipment
capacity, severance costs, litigation matters, write-off
or write-down of various assets and other appropriate
accounting adjustments, and to recognize for various
accounting purposes such expenses of the Merger and
restructuring charges related to or to be incurred in
connection with the Merger, and (iii) effect such
divestitures or otherwise implement such restructuring in
respect of its investment securities portfolio to conform
Seller's investment securities portfolio policies to
Mercantile's policies, in the case of each of the
foregoing at such times as are requested by Mercantile in
a written notice to Seller.

(e) With respect to clauses (a) through (d) of this
Section 5.05, it is the objective of Mercantile and
Seller that such reserves, accruals, charges and
divestitures, if any, to be taken shall be consistent
with GAAP and taken only after the approval conditions
set forth in Section 6.01(b) hereof have been satisfied
or waived (except to the extent that any waiting period
associated therewith may then have commenced but not
expired) and Mercantile has informed Seller in writing
that it is not aware of any facts which would indicate
that the other Closing conditions in Article VI hereof
cannot be met at Closing.

(f) No reserves, accruals or charges taken in
accordance with Section 5.05(d) above may be a basis to
assert a violation of a breach of a representation,
warranty or covenant of Seller herein.

5.06 Environmental Reports. Seller shall provide to
---------------------
Buyers, as soon as reasonably practical, but not later than sixty
(60) days after the date hereof, a report of a phase one
environmental investigation by Environmental Operations, Inc. on
all real property owned, leased or operated by Seller or any of
Seller Subsidiaries as of the date hereof (but excluding space in
retail and similar establishments leased by Seller for automatic
teller machines or bank branch facilities where the space leased
comprises less than 20% of the total space leased to all tenants of
such property) and within ten (10) days after the acquisition or
lease of any real property acquired or leased by Seller or any of
Seller Subsidiaries after the date hereof (but excluding space in
retail and similar establishments leased by Seller for automatic
teller machines or bank branch facilities where the space leased
comprises less that 20% of the total space leased to all tenants of
such property). If required by the phase one investigation, in
Buyers' reasonable opinion, Seller shall provide to Buyers a report
of a phase two investigation by Environmental Operations, Inc. on
properties requiring such additional study. Buyers shall have
fifteen (15) business days from the receipt of any such phase two
investigation report to notify Seller of any dissatisfaction with
the contents of such report. Should the cost of taking all
remedial or other corrective actions and measures (i) required by
applicable law, or (ii) recommended or suggested by such report or
reports or prudent in light of serious life, health or safety
concerns, in the aggregate, exceed the sum of One Million Dollars
($1,000,000), as reasonably estimated by Environmental Operations,
Inc., or if the cost of such actions and measures cannot be so
reasonably estimated by Environmental Operations, Inc. to be such
amount or less with any reasonable degree of certainty, Buyers
shall have the right pursuant to Section 7.01(f) hereof, for a
period of fifteen (15) business days following receipt of such
estimate or indication

- 35 -
<PAGE> 40
that the cost of such actions and measures can not be so reasonably
estimated, to terminate this Agreement.

5.07. Agreements of Affiliates. Set forth as
------------------------
Schedule 5.07 is a list (which includes individual and beneficial
- -------------
ownership) of all persons whom Seller believes to be "affiliates"
of Seller for purposes of Rule 145 under the Securities Act.
Seller shall use its best efforts to cause each person who is
identified as an "affiliate" to deliver to Mercantile, as of the
date hereof, or as soon as practicable hereafter, a written
agreement in substantially the form set forth as Exhibit B to this
---------
Agreement providing that each such person will agree not to sell,
pledge, transfer or otherwise dispose of any shares of Mercantile
Common Stock to be received by such person in the Merger except in
compliance with the applicable provisions of the Securities Act.
Prior to the Effective Time, and via letter, Seller shall amend and
supplement Schedule 5.07 and use its best efforts to cause each
-------------
additional person who is identified as an "affiliate" to execute a
written agreement as set forth in this Section 5.07.

5.08. Expenses. Each party hereto shall bear its own
--------
expenses incident to preparing, entering into and carrying out this
Agreement and to consummating the Merger; provided, however, that
Buyers shall pay all printing and mailing expenses and filing fees
associated with the Registration Statement, the Proxy Statement and
regulatory applications.

5.09. Miscellaneous Agreements.
------------------------

(a) Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use its
respective best efforts to take, or cause to be taken,
all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the
transactions contemplated by this Agreement as
expeditiously as possible, including, without limitation,
using its respective best efforts to lift or rescind any
injunction or restraining order or other order adversely
affecting the ability of the parties to consummate the
transactions contemplated hereby. Each party shall, and
shall cause each of its respective Subsidiaries to, use
its best efforts to obtain consents of all third parties
and Regulatory Authorities necessary or, in the opinion
of Buyers, desirable for the consummation of the
transactions contemplated by this Agreement.

(b) Seller, prior to the Effective Time, shall (i)
consult and cooperate with Buyers regarding the
implementation of those policies and procedures
established by Buyers for its governance and that of its
Subsidiaries and not otherwise referenced in Section 5.05
hereof, including, without limitation, policies and
procedures pertaining to the accounting, asset/liability
management, audit, credit, human resources, treasury and
legal functions, and (ii) at the reasonable request of
Buyers, conform Seller's existing policies and procedures
in respect of such matters to Buyers' policies and
procedures or, in the absence of any existing Seller
policy or procedure regarding any such function,
introduce Buyers' policies or procedures in respect
thereof, unless to do so would cause Seller or any of the
Seller Subsidiaries to be in violation of any law, rule
or regulation of any Regulatory Authority having
jurisdiction over Seller and/or the Seller Subsidiary
affected thereby.

5.10. Employee Agreements and Benefits.
--------------------------------

(a) Following the Effective Time, Buyers shall
cause the Surviving Corporation to honor in accordance
with their terms all employment, severance and other

- 36 -
<PAGE> 41
compensation contracts set forth on Schedule 2.11(b)
----------------
between Seller, any of the Seller Subsidiaries, and any
current or former director, officer, employee or agent
thereof, and all provisions for vested benefits or other
vested amounts earned or accrued through the Effective
Time under the Seller Employee Plans.

(b) Subject to Section 5.15, the provisions of the
Seller Stock Plans and any other plan, program or
arrangement providing for the issuance or grant of any
other interest in respect of the Equity Securities of
Seller or any of the Seller Subsidiaries shall be deleted
and terminated as of the Effective Time, and Seller shall
ensure that following the Effective Time no holder of
Seller Employee Stock Options or any participant in any
Seller Stock Plan shall have any right thereunder to
acquire any securities of Seller or any of the Seller
Subsidiaries.

(c) Except as set forth in Section 5.10(b) hereof,
the Seller Employee Plans shall not be terminated by
reason of the Merger but shall continue thereafter as
plans of the Surviving Corporation until such time as the
employees of Seller and the Seller Subsidiaries are
integrated into Mercantile's employee benefit plans that
are available to other employees of Mercantile and its
Subsidiaries, subject to the terms and conditions
specified in such plans and to such changes therein as
may be necessary to reflect the consummation of the
Merger. Mercantile shall take such steps as are
necessary or required to integrate the employees of
Seller and the Seller Subsidiaries into Mercantile's
employee benefit plans available to other employees of
Mercantile and its Subsidiaries as soon as practicable
after the Effective Time, with (i) full credit for prior
service with Seller or any of the Seller Subsidiaries for
purposes of vesting and eligibility for participation
(but not benefit accruals under any defined benefit
plan), and co-payments and deductibles, and (ii) waiver
of all waiting periods and pre-existing condition
exclusions or penalties.

5.11. Press Releases. Except as may be required by
--------------
law, Seller and Mercantile shall consult and agree with each other
as to the form and substance of any proposed press release relating
to this Agreement or any of the transactions contemplated hereby.

5.12. State Takeover Statutes. Seller will take all
-----------------------
steps necessary to exempt the transactions contemplated by this
Agreement and any agreement contemplated hereby from, and if
necessary challenge the validity of, any applicable state takeover
law.

5.13. Directors' and Officers' Indemnification.
----------------------------------------
Mercantile agrees that the Merger shall not affect or diminish any
of the duties and obligations of indemnification of Seller or any
of the Seller Subsidiaries existing as of the Effective Time in
favor of employees, agents, directors or officers of Seller or any
of the Seller Subsidiaries arising by virtue of its Certificate or
Articles of Incorporation, as the case may be, Charter or Bylaws in
the form in effect at the date of this Agreement or arising by
operation of law or arising by virtue of any contract, resolution
or other agreement or document existing at the date of this
Agreement, and such duties and obligations shall continue in full
force and effect for so long as they would (but for the Merger)
otherwise survive and continue in full force and effect. To the
extent that Seller's existing directors' and officers' liability
insurance policy would provide coverage for any action or omission
occurring prior to the Effective Time, Seller agrees to give proper
notice to the insurance carrier and to Mercantile of a potential
claim thereunder so as to preserve Seller's rights to such
insurance coverage. Mercantile represents that the directors' and
officers' liability insurance policy maintained by it provides for
coverage of "prior acts" for directors and officers of entities
acquired by Mercantile including Seller and the Seller Subsidiaries
on and after the Effective Time.

- 37 -
<PAGE> 42

5.14. Tax Opinion Certificates. Seller shall use its
------------------------
reasonable best efforts to cause such of its executive officers,
directors and/or holders of one percent (1%) or more of the Seller
Common Stock (including shares beneficially held) as may be
requested by Thompson & Mitchell to timely execute and deliver to
Thompson & Mitchell certificates substantially in the form of
Exhibit A or Exhibit C hereto, as the case may be.
- --------- ---------

5.15. Employee Stock Options.
----------------------

(a) At the Effective Time, all rights with respect
to Seller Common Stock pursuant to Seller Employee Stock Options
that are outstanding at the Effective Time, whether or not then
exercisable, shall be converted into and become rights with respect
to Mercantile Common Stock, and Mercantile shall assume all Seller
Employee Stock Options in accordance with the terms of the Seller
Stock Plan under which it was issued and the Seller Employee Stock
Option Agreement by which it is evidenced. From and after the
Effective Time, (i) each Seller Employee Stock Option assumed by
Mercantile shall be exercised solely for shares of Mercantile
Common Stock, (ii) the number of shares of Mercantile Common Stock
subject to each Seller Employee Stock Option shall be equal to the
number of shares of Seller Common Stock subject to such Seller
Employee Stock Option immediately prior to the Effective Time
multiplied by the Stock Distribution and (iii) the per share
exercise price under each Seller Employee Stock Option shall be
adjusted by dividing the per share exercise price under such Seller
Employee Stock Option by the Stock Distribution and rounding down
to the nearest cent; provided, however, that the terms of each
Seller Employee Stock Option shall, in accordance with its terms,
be subject to further adjustment as appropriate to reflect any
stock split, stock dividend, recapitalization or other similar
transaction subsequent to the Effective Time. It is intended that
the foregoing assumption shall be undertaken in a manner that will
not constitute a "modification" as defined in the Code, as to any
Seller Employee Stock Option that is an "incentive stock option" as
defined under the Code.

(b) The shares of Mercantile Common Stock covered
by the stock options to be issued pursuant to Section 5.15(a) shall
be covered by an effective registration statement filed on Form S-8
with the SEC and shall be duly authorized, validly issued and in
compliance with all applicable federal and state securities laws,
fully paid and nonassessable and not subject to or in violation of
any preemptive rights. Mercantile shall at and after the Effective
Time have reserved sufficient shares of Mercantile Common Stock for
issuance with respect to such options. Mercantile shall also take
any action required to be taken under any applicable state blue sky
or securities laws in connection with the issuance of such shares.

ARTICLE VI
----------

CONDITIONS

6.01. Conditions to Each Party's Obligation to Effect
-----------------------------------------------
the Merger. The respective obligations of each party to effect the
- ----------
Merger shall be subject to the fulfillment or waiver at or prior to
the Effective Time of the following conditions:

(a) This Agreement shall have received the
requisite approval of stockholders of Seller at the
meeting of stockholders called pursuant to Section 5.03
of this Agreement.

(b) All requisite approvals of this Agreement and
the transactions contemplated hereby shall have been
received from the Regulatory Authorities, and all waiting
periods after such approvals required by law or
regulation have been satisfied.

- 38 -
<PAGE> 43

(c) The Registration Statement shall have been
declared effective and shall not be subject to a stop
order or any threatened stop order.

(d) Neither Seller nor Buyers shall 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.

(e) Each of Buyers and Seller shall have received
from Thompson & Mitchell an opinion (which opinion shall
not have been withdrawn at or prior to the Effective
Time) reasonably satisfactory in form and substance to it
to the effect that the Merger will constitute a
reorganization within the meaning of Section 368 of the
Code and to the effect that, as a result of the Merger,
except with respect to fractional share interests and
assuming that such Seller Common Stock is a capital asset
in the hands of the holder thereof at the Effective Time,
(i) holders of Seller Common Stock who receive solely
Mercantile Common Stock in the Merger will not recognize
gain or loss for federal income tax purposes on the
receipt of such stock, (ii) holders of Seller Common
Stock who receive Mercantile Common Stock and other
property will recognize all gain realized, but only in
accordance with the provisions and limitations of Section
356 of the Code, (iii) the basis of such Mercantile
Common Stock will equal the basis of the Seller Common
Stock for which it is exchanged (increased by any gain
recognized and decreased by any cash received), and (iv)
the holding period of such Mercantile Common Stock will
include the holding period of the Seller Common Stock for
which it is exchanged. In addition, each of Buyers and
Seller shall have received from Thompson & Mitchell an
opinion (which opinion shall not have been withdrawn at
or prior to the Effective Time) reasonably satisfactory
in form and substance to it, generally to the effect that
the assumptions of Seller Stock Options by Mercantile
pursuant to Section 5.15 of this Agreement shall not
result in the recognition of gain or loss for federal
income tax purposes to the holders of such options.

6.02. Conditions to Obligations of Seller to Effect
---------------------------------------------
the Merger. The obligations of Seller to effect the Merger shall
- ----------
be subject to the fulfillment or waiver at or prior to the
Effective Time of the following additional conditions:

(a) Representations and Warranties. The
------------------------------
representations and warranties of Buyers set forth in
Article III of this Agreement shall be true and correct
in all material respects as of the date of this Agreement
and as of the Effective Time (as though made on and as of
the Effective Time, except (i) to the extent such
representations and warranties are by their express
provisions made as of a specified date, (ii) where the
facts which caused the failure of any representation or
warranty to be so true and correct have not resulted, and
are not likely to result, in a Material Adverse Effect on
Mercantile and its Subsidiaries, taken as a whole, and
(iii) for the effect of transactions contemplated by this
Agreement, and Seller shall have received a certificate
of any Executive Vice President of Mercantile, signing
solely in his capacity as an officer of Mercantile, to
such effect.

(b) Performance of Obligations. Buyers shall have
--------------------------
performed in all material respects all obligations
required to be performed by it under this Agreement prior
to the Effective Time, and Seller shall have received a
certificate of any Executive Vice President of
Mercantile, signing solely in his capacity as an officer
of Mercantile, to that effect.

- 39 -
<PAGE> 44

(c) Permits, Authorizations, etc. Buyers shall
----------------------------
have obtained any and all material permits,
authorizations, consents, waivers and approvals required
for the lawful consummation of the Merger.

(d) No Material Adverse Effect. Since the date of
--------------------------
this Agreement, there shall have been no Material Adverse
Effect on Mercantile and its Subsidiaries, taken as a
whole.

(e) Opinion of Counsel. Mercantile shall have
------------------
delivered to Seller an opinion of Mercantile's counsel
dated as of the Closing Date or a mutually agreeable
earlier date in substantially the form set forth as
Exhibit D to this Agreement.
---------

6.03. Conditions to Obligations of Buyers to Effect
---------------------------------------------
the Merger. The obligations of Buyers to effect the Merger shall
- ----------
be subject to the fulfillment or waiver at or prior to the
Effective Time of the following additional conditions:

(a) Representations and Warranties. The
------------------------------
representations and warranties of Seller set forth in
Article II of this Agreement shall be true and correct in
all material respects as of the date of this Agreement
and as of the Effective Time (as though made on and as of
the Effective Time, except (i) to the extent such
representations and warranties are by their express
provisions made as of a specific date, (ii) where the
facts which caused the failure of any representation or
warranty to be so true and correct have not resulted, and
are not likely to result, in a Material Adverse Effect on
Seller and its Subsidiaries, taken as a whole, and (iii)
for the effect of transactions contemplated by this
Agreement) and Buyers shall have received a certificate
of the President and the Chief Financial Officer of
Seller, signing solely in their capacities as officers of
Seller, to such effect.

(b) Performance of Obligations. Seller shall have
--------------------------
performed in all material respects all obligations
required to be performed by it under this Agreement prior
to the Effective Time, and Buyers shall have received a
certificate of the President and the Chief Financial
Officer of Seller signing solely in their capacities as
officers of Seller, to that effect.

(c) Permits, Authorizations, etc. Seller shall
----------------------------
have obtained any and all material permits,
authorizations, consents, waivers and approvals required
for the lawful consummation by it of the Merger.

(d) No Material Adverse Effect. Since the date of
--------------------------
this Agreement, there shall have been no Material Adverse
Effect on Seller and the Seller Subsidiaries, taken as a
whole.

(e) Opinion of Counsel. Seller shall have
------------------
delivered to Buyers an opinion of Seller's counsel dated
as of the Closing Date or a mutually agreeable earlier
date in substantially the form set forth as Exhibit E to
---------
this Agreement.

- 40 -
<PAGE> 45

ARTICLE VII
-----------

TERMINATION, AMENDMENT AND WAIVER

7.01. Termination. This Agreement may be terminated
-----------
at any time prior to the Effective Time, whether before or after
approval by Seller's stockholders:

(a) by mutual consent by the Executive Committee of
the Board of Directors of Mercantile and by the Board of
Directors of Seller;

(b) by the Executive Committee of the Board of
Directors of Mercantile or the Board of Directors of
Seller at any time after March 31, 1997 if the Merger
shall not theretofore have been consummated (provided
that the terminating party is not then in material breach
of any representation, warranty, covenant or other
agreement contained herein);

(c) by the Executive Committee of the Board of
Directors of Mercantile or the Board of Directors of
Seller if (i) the Federal Reserve Board or any other
federal and/or state regulatory agency whose approval is
required for the consummation of the transactions
contemplated hereby has denied approval of the Merger and
such denial has become final and nonappealable or (ii)
the stockholders of Seller shall not have approved this
Agreement at the meeting referred to in Section 5.03;

(d) by the Executive Committee of the Board of
Directors of Mercantile, on the one hand, or by the Board
of Directors of Seller, on the other hand, in the event
of a material volitional breach by the other party to
this Agreement of any representation, warranty or
agreement contained herein, which breach is not cured
within 30 days after written notice thereof is given to
the breaching party by the non-breaching party or is not
waived by the non-breaching party during such period; or

(e) by the Executive Committee of the Board of
Directors of Mercantile pursuant to and in accordance
with the provisions of Section 5.06 hereof.

7.02. Effect of Termination. In the event of termin-
---------------------
ation of this Agreement as provided in Section 7.01 hereof, this
Agreement shall forthwith become void and there shall be no
liability on the part of Buyers or Seller or their respective
officers or directors except as set forth in the second sentence of
Section 5.01 and in Sections 5.08 and 8.02, and except that no
termination of this Agreement pursuant to Section 7.01(e) shall
relieve the breaching party of any liability to the non-breaching
party hereto arising from the intentional, deliberate and willful
non-performance of any covenant contained herein, after giving
notice to such breaching party and an opportunity to cure as set
forth in Section 7.01(e).

7.03. Amendment. This Agreement, the Exhibits and
---------
the Schedules hereto may be amended by the parties hereto, by
action taken by or on behalf of the Executive Committee of the
Board of Directors of Mercantile and the respective Boards of
Directors of Merger Sub or Seller, at any time before or after
approval of this Agreement by the stockholders of Seller; provided,
however, that after any such approval by the stockholders of Seller
no such modification shall (A) alter or change the amount or kind
of Merger Consideration to be received by holders of Seller Common
Stock as provided in this Agreement or (B) adversely affect the tax
treatment to Seller stockholders as a result of the receipt of the
Merger Consideration. This Agreement, the Exhibits and the
Schedules hereto may not be amended except by an instrument in
writing signed on behalf of each of Buyers and Seller.

- 41 -
<PAGE> 46

7.04. Waiver. Any term, condition or provision of
------
this Agreement may be waived in writing at any time by the party
which is, or whose stockholders are, entitled to the benefits
thereof.

ARTICLE VIII
------------

GENERAL PROVISIONS

8.01. Non-Survival of Representations, Warranties and
-----------------------------------------------
Agreements. No investigation by the parties hereto made heretofore
- ----------
or hereafter shall affect the representations and warranties of the
parties which are contained herein and each such representation and
warranty shall survive such investigation. Except as set forth
below in this Section 8.01, all representations, warranties and
agreements in this Agreement of Buyers and Seller or in any
instrument delivered by Buyers or Seller pursuant to or in
connection with this Agreement shall expire at the Effective Time
or upon termination of this Agreement in accordance with its terms.
In the event of consummation of the Merger, the agreements
contained in or referred to in Sections 1.07-1.12, 5.02(b), 5.07,
5.08, 5.10, 5.13, 5.14 and 5.15 shall survive the Effective Time.
In the event of termination of this Agreement in accordance with
its terms, the agreements contained in or referred to in the second
sentence of Section 5.01 and Sections 5.08, 7.02 and 8.02 shall
survive such termination.

8.02. Indemnification. Buyers and Seller
---------------
(hereinafter, in such capacity being referred to as the
"Indemnifying Party") agree to indemnify and hold harmless each
other and their officers, directors and controlling persons (each
such other party being hereinafter referred to, individually and/or
collectively, as the "Indemnified Party") against any and all
losses, claims, damages or liabilities, joint or several, to which
the Indemnified Party may become subject under the Securities Act,
the Exchange Act or other federal or state law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof): (a) arise primarily
out of any information furnished to the Indemnified Party by the
Indemnifying Party and included in the Registration Statement as
originally filed or in any amendment thereof, or in the Proxy
Statement, or in any amendment therefor or supplement thereof, or
are based primarily upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in
the Proxy Statement, or in any amendment thereof or supplement
thereto, and provided for inclusion thereof by the Indemnifying
Party or (b) arise primarily out of or are based primarily upon the
omission or alleged omission by the Indemnifying Party to state in
the Registration Statement as originally filed or in any amendment
thereof, or in the Proxy Statement, or in any amendment thereof, a
material fact required to be stated therein or necessary to make
the statements made therein not misleading, and agrees to reimburse
each such Indemnified Party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability
or action.

8.03. No Assignment; Successors and Assigns. This
-------------------------------------
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but
neither this Agreement nor any right or obligation set forth in any
provision hereof may be transferred or assigned by any party hereto
without the prior written consent of the other party, and any
purported transfer or assignment in violation of this Section 8.03
shall be void and of no effect. There shall not be any third party
beneficiaries of any provisions hereof except for Sections 1.08,
1.09, 5.08, 5.10, 5.13, 5.15 and 8.02, which may be enforced
against Buyers or Seller by the parties therein identified.

8.04. No Implied Waiver. No failure or delay on the
-----------------
part of either party hereto to exercise any right, power or
privilege hereunder or under any instrument executed pursuant
hereto shall

- 42 -
<PAGE> 47
operate as a waiver nor shall any single or partial exercise of any
right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.

8.05. Headings. Article, section, subsection and
--------
paragraph titles, captions and headings herein are inserted only as
a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this Agreement or the intent
or meaning of any provision hereof.

8.06. Entire Agreement. This Agreement, the Exhibits
----------------
and the Schedules hereto constitute the entire agreement between
the parties with respect to the subject matter hereof, supersede
all prior negotiations, representations, warranties, commitments,
offers, letters of interest or intent, proposal letters, contracts,
writings or other agreements or understandings, whether written or
oral, with respect thereto.

8.07. Counterparts. This Agreement may be executed
------------
in one or more counterparts, and any party to this Agreement may
execute and deliver this Agreement by executing and delivering any
of such counterparts, each of which when executed and delivered
shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.

8.08. Notices. All notices and other communications
-------
hereunder shall be in writing and shall be deemed to be duly
received (i) on the date given if delivered personally or (ii) upon
confirmation of receipt, if by facsimile transmission or (iii) on
the date received if mailed by registered or certified mail (return
receipt requested), to the parties at the following addresses (or
at such other address for a party as shall be specified by like
notice):

(i) if to Buyers:
Mercantile Bancorporation Inc.
Mercantile Tower
P.O. Box 524
St. Louis, Missouri 63166-0524
Attention: John W. Rowe
Executive Vice President
Telecopy: (314) 425-2752

Copies to:
Mercantile Bancorporation Inc.
Mercantile Tower
P.O. Box 524
St. Louis, Missouri 63166-0524
Attention: Jon W. Bilstrom, Esq.
General Counsel and Secretary
Telecopy: (314) 425-1386

and
Thompson & Mitchell
One Mercantile Center
St. Louis, Missouri 63101
Attention: Robert M. LaRose, Esq.
Telecopy: (314) 342-1717

- 43 -
<PAGE> 48

(ii) if to Seller:
Today's Bancorp, Inc.
50 West Douglas Street
Freeport, Illinois 61032
Attention: Dan Heine
President and Chief Executive Officer
Telecopy: (815) 235-5189

Copies to:
Hinshaw & Culbertson
222 North LaSalle Street, Suite 300
Chicago, Illinois 60601-1081
Attention: Timothy M. Sullivan, Esq.
Telecopy: (312) 704-3001

8.09. Severability. Any term, provision, covenant or
------------
restriction contained in this Agreement held by a court or a
Regulatory Authority of competent jurisdiction to be invalid, void
or unenforceable, shall be ineffective to the extent of such
invalidity, voidness or unenforceability, but neither the remaining
terms, provisions, covenants or restrictions contained in this
Agreement nor the validity or enforceability thereof in any other
jurisdiction shall be affected or impaired thereby. Any term,
provision, covenant or restriction contained in this Agreement that
is so found to be so broad as to be unenforceable shall be
interpreted to be as broad as is enforceable.

8.10. Governing Law. This Agreement shall be governed
-------------
by and controlled as to validity, enforcement, interpretation,
effect and in all other respects by the internal laws of the State
of Missouri.

[remainder of this page intentionally left blank]

- 44 -
<PAGE> 49

IN WITNESS WHEREOF, Buyers and Seller have caused this
Agreement to be signed and, by such signature, acknowledged by
their respective officers thereunto duly authorized, and such
signatures to be attested to by their respective officers thereunto
duly authorized, all as of the date first above written.

"BUYERS"

MERCANTILE BANCORPORATION INC.
ATTEST:

/s/ David W. Grant By: /s/ John W. Rowe
- ----------------------------- -------------------------------
John W. Rowe
Executive Vice President
Mercantile Bank of St.
Louis National Association,
Authorized Officer

MERCANTILE BANCORPORATION
INCORPORATED OF ILLINOIS
ATTEST:

/s/ David W. Grant By: /s/ John W. Rowe
- ----------------------------- -------------------------------
John W. Rowe
Vice President

"SELLER"

TODAY'S BANCORP, INC.
ATTEST:

/s/ Daniel Lashinski By: /s/ Dan Heine
- ----------------------------- -------------------------------
Daniel Lashinski Dan Heine
Secretary President and
Chief Executive Officer

- 45 -

<PAGE> 1

Exhibit 2.2
-----------

STOCK OPTION AGREEMENT
----------------------

STOCK OPTION AGREEMENT ("Option Agreement") dated March
19, 1996, by and between MERCANTILE BANCORPORATION INC. ("Buyer"),
a Missouri corporation registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended (the "Holding
Company Act"), and TODAY'S BANCORP, INC. ("Seller"), a Delaware
corporation registered as a bank holding company under the Holding
Company Act.

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Executive Committee of the Board of
Directors of Buyer and the Board of Directors of Seller have
approved an Agreement and Plan of Merger dated as of even date
herewith (the "Merger Agreement") providing for the merger of
Seller with and into a wholly owned subsidiary of Buyer; and

WHEREAS, as a condition to Buyer's entering into the
Merger Agreement, Buyer has required that Seller agree, and Seller
has agreed, to grant to Buyer the option set forth herein to
purchase authorized but unissued shares of the common stock, $5.00
par value, of Seller and the associated "Rights" under the Rights
Agreement dated as of December 12, 1990 by and between Seller and
Bank of America, Illinois (as successor to Continental Bank), as
Rights Agent ("Seller Common Stock").

NOW, THEREFORE, in consideration of the premises herein
contained, the parties agree as follows:

1. Definitions.
-----------

Capitalized terms used but not defined herein shall have
the same meanings as in the Merger Agreement.

2. Grant of Option.
---------------

Subject to the terms and conditions set forth herein,
Seller hereby grants to Buyer an option (the "Option") to purchase
up to 483,771 shares of Seller Common Stock at a price per share
equal to $24.00 (the "Purchase Price") payable in cash as provided
in Section 4 hereof.

<PAGE> 2

3. Exercise of Option.
------------------

(a) If not then in material breach of the Merger
Agreement, Buyer may exercise the Option, in whole or in part, at
any time or from time to time if a Purchase Event (as defined
below) shall have occurred; provided, however, that (i) to the
-------- -------
extent the Option shall not have been exercised, it shall terminate
and be of no further force and effect upon the earlier to occur of
(A) the Effective Time of the Merger and (B) the termination of the
Merger Agreement in accordance with Article VII thereof, provided
--------
that in the case of a termination by Buyer pursuant to Section
7.01(f) arising from the volitional breach by Seller of any of its
representations, warranties or covenants in the Merger Agreement,
the Option shall not terminate until the date that is 12 months
following such termination; (ii) if the Option cannot be exercised
on such day because of any injunction, order or similar restraint
issued by a court of competent jurisdiction, the Option shall
expire on the 30th business day after such injunction, order or
restraint shall have been dissolved or when such injunction, order
or restraint shall have become permanent and no longer subject to
appeal, as the case may be; and (iii) that any such exercise shall
be subject to compliance with applicable law, including the Holding
Company Act.

(b) As used herein, a "Purchase Event" shall mean
any of the following events:

(i) Seller or any of its Subsidiaries, without
having received prior written consent from Buyer, shall
have entered into, authorized, recommended, proposed or
publicly announced its intention to enter into,
authorize, recommend, or propose, an agreement,
arrangement or understanding with any person (other than
Buyer or any of its Subsidiaries) to (A) effect a merger
or consolidation or similar transaction involving Seller
or any of its Subsidiaries, (B) purchase, lease or
otherwise acquire 15% or more of the assets of Seller or
any of its Subsidiaries or (C) purchase or otherwise
acquire (including by way of merger, consolidation, share
exchange or similar transaction)

- 2 -
<PAGE> 3
Beneficial Ownership of securities representing 15% or more
of the voting power of Seller or any of its Subsidiaries;

(ii) any person (other than Buyer or any
Subsidiary of Buyer, or Seller or any Subsidiary of
Seller in a fiduciary capacity) shall have acquired
Beneficial Ownership or the right to acquire Beneficial
Ownership of 15% or more of the voting power of Seller;
or

(iii) the holders of Seller Common Stock shall
not have approved the Merger Agreement at the meeting of
such stockholders held for the purpose of voting on the
Merger Agreement, such meeting shall not have been held
or shall have been cancelled prior to termination of the
Merger Agreement in accordance with its terms or Seller's
Board of Directors shall have withdrawn or modified in a
manner adverse to Buyer the recommendation of Seller's
Board of Directors with respect to the Merger Agreement,
in each case after an Extension Event.

(i) a Purchase Event;

(ii) any person (other than Buyer or any of its
Subsidiaries) shall have "commenced" (as such term is
defined in Rule 14d-2 under the Exchange Act), or shall
have filed a registration statement under the Securities
Act with respect to, a tender offer or exchange offer to
purchase shares of Seller Common Stock such that, upon
consummation of such offer, such person would have
Beneficial Ownership (as defined below) or the right to
acquire Beneficial Ownership of 15% or more of the voting
power of Seller; or

(iii) any person (other than Buyer or any
Subsidiary of Buyer, or Seller or any Subsidiary of
Seller in a fiduciary capacity) shall have publicly
announced

- 3 -
<PAGE> 4
its willingness, or shall have publicly
announced a proposal, or publicly disclosed an intention
to make a proposal, (x) to make an offer described in
clause (ii) above, or (y) to engage in a transaction
described in clause (i) above.

(d) As used herein, the terms "Beneficial
Ownership" and "Beneficially Own" shall have the meanings ascribed
to them in Rule 13d-3 under the Exchange Act.

(e) In the event Buyer wishes to exercise the
Option, it shall deliver to Seller a written notice (the date of
which being herein referred to as the "Notice Date") specifying (i)
the total number of shares it intends to purchase pursuant to such
exercise and (ii) a place and date not earlier than ten business
days nor later than 30 calendar days from the Notice Date for the
closing of such purchase (the "Closing Date").

4. Payment and Delivery of Certificates.
------------------------------------

(a) At the closing referred to in Section 3 hereof,
Buyer shall pay to Seller the aggregate Purchase Price for the
shares of Seller Common Stock purchased pursuant to the exercise of
the Option in immediately available funds by wire transfer to a
bank account designated by Seller.

(b) At such closing, simultaneously with the
delivery of cash as provided in Section 4(a), Seller shall deliver
to Buyer a certificate or certificates representing the number of
shares of Seller Common Stock purchased by Buyer, registered in the
name of Buyer or a nominee designated in writing by Buyer, and
Buyer shall deliver to Seller a letter agreeing that Buyer shall
not offer to sell, pledge or otherwise dispose of such shares in
violation of applicable law or the provisions of this Option
Agreement.

(c) If at the time of issuance of any Seller Common
Stock pursuant to any exercise of the Option, Seller shall have
issued any share purchase rights or similar securities to holders
of Seller Common Stock, then each such share of Seller Common Stock
shall also represent rights with terms substantially the same as
and at least as favorable to Buyer as those issued to other holders
of Seller Common Stock.

- 4 -
<PAGE> 5

(d) Certificates for Seller Common Stock delivered
at any closing hereunder shall be endorsed with a restrictive
legend which shall read substantially as follows:

The transfer of the shares represented by this
certificate is subject to certain provisions of an
agreement between the registered holder hereof and
TODAY'S BANCORP, INC., a copy of which is on file
at the principal office of TODAY'S BANCORP, INC.,
and to resale restrictions arising under the
Securities Act of 1933, as amended, and any
applicable state securities laws. A copy of such
agreement will be provided to the holder hereof
without charge upon receipt by TODAY'S BANCORP,
INC. of a written request therefor.

It is understood and agreed that the above legend shall be removed
by delivery of substitute certificates without such legend if Buyer
shall have delivered to Seller an opinion of counsel, in form and
substance reasonably satisfactory to Seller and its counsel, to the
effect that such legend is not required for purposes of the
Securities Act and any applicable state securities laws and this
Option Agreement.

5. Authorization, etc.
------------------

(a) Seller hereby represents and warrants to Buyer
that:

(i) Seller has full corporate authority to
execute and deliver this Option Agreement and, subject to
Section 11(i), to consummate the transactions
contemplated hereby;

(ii) such execution, delivery and consummation
have been authorized by the Board of Directors of Seller,
and no other corporate proceedings are necessary
therefor;

(iii) this Option Agreement has been duly
and validly executed and delivered and represents a valid
and legally binding obligation of Seller, enforceable
against Seller in accordance with its terms; and

- 5 -
<PAGE> 6

(iv) Seller has taken all necessary corporate
action to authorize and reserve and, subject to Section
11(i), permit it to issue and, at all times from the date
hereof through the date of the exercise in full or the
expiration or termination of the Option, shall have
reserved for issuance upon exercise of the Option,
483,771 shares of Seller Common Stock, all of which, upon
issuance pursuant hereto, shall be duly authorized,
validly issued, fully paid and nonassessable, and shall
be delivered free and clear of all claims, liens,
encumbrances, restrictions (other than federal and state
securities restrictions) and security interests and not
subject to any preemptive rights.

(b) Buyer hereby represents and warrants to Seller
that:

(i) Buyer has full corporate authority to
execute and deliver this Option Agreement and, subject to
Section 11(i), to consummate the transactions
contemplated hereby;

(ii) such execution, delivery and consummation
have been authorized by all requisite corporate action by
Buyer, and no other corporate proceedings are necessary
therefor;

(iii) this Option Agreement has been duly
and validly executed and delivered and represents a valid
and legally binding obligation of Buyer, enforceable
against Buyer in accordance with its terms; and

(iv) any Seller Common Stock or other
securities acquired by Buyer upon exercise of the Option
will not be taken with a view to the public distribution
thereof and will not be transferred or otherwise disposed
of except in compliance with the Securities Act and
applicable state law.

6. Adjustment Upon Changes in Capitalization.
-----------------------------------------

In the event of any change in Seller Common Stock by
reason of stock dividends, split-ups, recapitalizations or the like,
the type and number of shares subject to the Option, and the Purchase

- 6 -
<PAGE> 7
Price per share, as the case may be, shall be adjusted
appropriately. In the event that any additional shares of Seller
Common Stock are issued after the date of this Option Agreement
(other than pursuant to an event described in the preceding
sentence or pursuant to this Option Agreement), the number of
shares of Seller Common Stock subject to the Option shall be
adjusted so that, after such issuance, it equals at least 17.6% of
the number of shares of Seller Common Stock then issued and
outstanding.

7. Repurchase.
----------

(a) Subject to the giving of any notices and the
receipt of any approvals as contemplated by Section 11(i), at the
request of Buyer at any time commencing upon the first occurrence
of a Purchase Event described in Section 3(b) hereof and ending 13
months immediately thereafter (the "Repurchase Period"), Seller (or
any successor entity thereof) shall repurchase the Option but not
later than the termination of the Option pursuant to Section 3(a)
hereof from Buyer together with all (but not less than all, subject
to Section 10) shares of Seller Common Stock purchased by Buyer
pursuant hereto with respect to which Buyer then has Beneficial
Ownership, at a price (per share, the "Per Share Repurchase Price")
equal to the sum of:

(i) The exercise price paid by Buyer for any
shares of Seller Common Stock acquired pursuant to the
Option;

(ii) The difference between (A) the
"Market/Tender Offer Price" for shares of Seller Common
Stock (defined as the higher (x) of the highest price per
share at which a tender or exchange offer has been made
for shares of Seller Common Stock or (y) the highest
closing mean of the "bid" and the "ask" price per share
of Seller Common Stock reported by the Nasdaq National
Market, in each case for any day within that portion of
the Repurchase Period which precedes the date Buyer gives
notice of the required repurchase under this Section 7)
and (B) the exercise price as determined pursuant to
Section 2 hereof (subject to adjustment as provided in
Section 6), multiplied by the number of shares of Seller
Common Stock with respect to which the Option has

- 7 -
<PAGE> 8
not been exercised, but only if the Market/Tender Offer
Price is greater than such exercise price; and

(iii) The difference between the
Market/Tender Offer Price and the exercise price paid by
Buyer for any shares of Seller Common Stock purchased
pursuant to the exercise of the Option, multiplied by the
number of shares so purchased, but only if the
Market/Tender Offer Price is greater than such exercise
price.

(b) In the event Buyer exercises its rights under
this Section 7, Seller shall, within 10 business days thereafter,
pay the required amount to Buyer by wire transfer of immediately
available funds to an account designated by Buyer and Buyer shall
surrender to Seller the Option and the certificates evidencing the
shares of Seller Common Stock purchased thereunder with respect to
which Buyer then has Beneficial Ownership, and Buyer shall warrant
that it has sole record and Beneficial Ownership of such shares and
that the same are free and clear of all liens, claims, charges,
restrictions and encumbrances of any kind whatsoever.

(c) In determining the Market/Tender Offer Price,
the value of any consideration other than cash shall be determined
by an independent nationally recognized investment banking firm
selected by Buyer and reasonably acceptable to Seller.

8. Repurchase at Option of Seller and First Refusal.
------------------------------------------------

(a) Except to the extent that Buyer shall have
previously exercised its rights under Section 7, at the request of
Seller during the six-month period commencing 13 months following
the first occurrence of a Purchase Event, Seller may repurchase
from Buyer, and Buyer shall sell to Seller, all (but not less than
all, subject to Section 10) of the Seller Common Stock acquired by
Buyer pursuant hereto and with respect to which Buyer has
Beneficial Ownership at the time of such repurchase at a price per
share equal to the greater of (i) the Per Share Repurchase Price or
(ii) the sum of (A) the aggregate Purchase Price of the shares so
repurchased plus (B) interest on the aggregate Purchase Price paid
for the shares so repurchased from the date of purchase to the date
of repurchase at the highest rate

- 8 -
<PAGE> 9
of interest announced by Buyer as its prime or base lending or
reference rate during such period, less any dividends received on the
shares so repurchased. Any repurchase under this Section 8(a) shall
be consummated in accordance with Section 7(b).

(b) If, at any time after the occurrence of a
Purchase Event and prior to the earlier of (i) the expiration of 18
months immediately following such Purchase Event or (ii) the
expiration or termination of the Option, Buyer shall desire to
sell, assign, transfer or otherwise dispose of the Option or all or
any of the shares of Seller Common Stock acquired by it pursuant to
the Option, it shall give Seller written notice of the proposed
transaction (an "Offeror's Notice"), identifying the proposed
transferee, and setting forth the terms of the proposed
transaction. An Offeror's Notice shall be deemed an offer by Buyer
to Seller, which may be accepted within 10 business days of the
receipt of such Offeror's Notice, on the same terms and conditions
and at the same price at which Buyer is proposing to transfer the
Option or such shares to a third party. In the event the proposed
transaction involves the sale of the Option or the shares of Seller
Common Stock purchased pursuant to the exercise of the Option for
consideration other than cash, the value of such consideration
shall be determined by an independent nationally recognized
investment banking firm selected by Buyer and reasonably acceptable
to Seller. The purchase of the Option or any such shares by Seller
shall be closed within 10 business days of the date of the
acceptance of the offer and the purchase price shall be paid to
Buyer by wire transfer of immediately available funds to an account
designated by Buyer. In the event of the failure or refusal of
Seller to purchase the Option or all the shares covered by the
Offeror's Notice or if the Federal Reserve Board or any other
Regulatory Authority disapproves Seller's proposed purchase of the
Option or such shares, Buyer may, within 60 days from the date of
the Offeror's Notice, sell all, but not less than all, of the
Option or such shares to such third party at no less than the price
specified and on terms no more favorable to the purchaser than
those set forth in the Offeror's Notice. The requirements of this
Section 8(b) shall not apply to (i) any disposition as a result of
which the proposed transferee would Beneficially

- 9 -
<PAGE> 10
Own not more than 2% of the voting power of Seller or (ii) any
disposition of Seller Common Stock by a person to whom Buyer has sold
shares of Seller Common Stock issued upon exercise of the Option.

9. Registration Rights.
-------------------

At any time after the exercise of the Option by Buyer for
an aggregate of at least 50% of the shares subject thereto, Seller
shall, if requested by Buyer, as expeditiously as practicable file
a registration statement on a form for general use under the
Securities Act if necessary in order to permit the sale or other
disposition of the shares of Seller Common Stock that have been
acquired upon exercise of the Option in accordance with the
intended method of sale or other disposition requested by Buyer (it
being understood and agreed that any such sale or other disposition
shall be effected on a widely distributed basis so that, upon
consummation thereof, no purchaser or transferee shall Beneficially
Own more than 2% of the shares of Seller Common Stock then
outstanding). Buyer shall provide all information reasonably
requested by Seller for inclusion in any registration statement to
be filed hereunder. Seller shall use its reasonable best efforts
to cause such registration statement first to become effective and
then to remain effective for such period not in excess of 90 days
from the day such registration statement first becomes effective as
may be reasonably necessary to effect such sales or other
dispositions. The registration effected under this Section 9 shall
be at Seller's expense except for underwriting discounts and
commissions and the fees and disbursements of Buyer's counsel
attributable to the registration of such Seller Common Stock. In
no event shall Seller be required to effect more than one
registration hereunder. The filing of the registration statement
hereunder may be delayed for such period of time as may reasonably
be required to facilitate any public distribution by Seller of
Seller Common Stock or if a special audit of Seller would otherwise
be required in connection therewith. If requested by Buyer in
connection with such registration, Seller shall become a party to
any underwriting agreement relating to the sale of such shares, but
only to the extent of obligating itself in respect of
representations, warranties, indemnities and other agreements
customarily included in such underwriting agreements for parties
similarly situated.

- 10 -
<PAGE> 11

10. Severability.
------------

Any term, provision, covenant or restriction contained in
this Option Agreement held by a court or a Regulatory Authority of
competent jurisdiction to be invalid, void or unenforceable, shall
be ineffective to the extent of such invalidity, voidness or
unenforceability, but neither the remaining terms, provisions,
covenants or restrictions contained in this Option Agreement nor
the validity or enforceability thereof in any other jurisdiction
shall be affected or impaired thereby. Any term, provision,
covenant or restriction contained in this Option Agreement that is
so found to be so broad as to be unenforceable shall be interpreted
to be as broad as is enforceable. If for any reason such court or
Regulatory Authority determines that applicable law will not permit
Buyer or any other person to acquire, or Seller to repurchase or
purchase, the full number of shares of Seller Common Stock provided
in Section 2 hereof (as adjusted pursuant to Section 6 hereof), it
is the express intention of the parties hereto to allow Buyer or
such other person to acquire, or Seller to repurchase or purchase,
such lesser number of shares as may be permissible, without any
amendment or modification hereof.

11. Miscellaneous.
-------------

(a) Expenses. Each of the parties hereto shall pay
--------
all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment
bankers, accountants and counsel, except as otherwise provided
herein.

(b) Entire Agreement. Except as otherwise
----------------
expressly provided herein, this Option Agreement and the Merger
Agreement contain the entire agreement between the parties with
respect to the transactions contemplated hereunder and supersedes
all prior arrangements or understandings with respect thereto,
written or oral.

(c) Successors; No Third Party Beneficiaries. The
----------------------------------------
terms and conditions of this Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Nothing in this
Option Agreement, expressed or implied,

- 11 -
<PAGE> 12
is intended to confer upon any party, other than the parties hereto,
and their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this Option
Agreement, except as expressly provided herein.

(d) Assignment. Other than as provided in Section 8
----------
hereof, neither of the parties hereto may sell, transfer, assign
or otherwise dispose of any of its rights or obligations under this
Option Agreement or the Option created hereunder to any other
person (whether by operation of law or otherwise), without the
express written consent of the other party.

(e) Notices. All notices or other communications
-------
which are required or permitted hereunder shall be in writing and
sufficient if delivered in accordance with Section 8.08 of the
Merger Agreement (which is incorporated herein by reference).

(f) Counterparts. This Option Agreement may be
------------
executed in counterparts, and each such counterpart shall be deemed
to be an original instrument, but both such counterparts together
shall constitute but one agreement.

(g) Specific Performance. The parties hereto agree
--------------------
that if for any reason Buyer or Seller shall have failed to perform
its obligations under this Option Agreement, then either party
hereto seeking to enforce this Option Agreement against such
non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto
further agree to waive any requirement for the securing or posting
of any bond in connection with the obtaining of any such injunctive
or other equitable relief. This provision is without prejudice to
any other rights that either party hereto may have against the
other party hereto for any failure to perform its obligations under
this Option Agreement.

(h) Governing Law. This Option Agreement shall be
-------------
governed by and construed in accordance with the laws of the State
of Missouri applicable to agreements made and entirely to be
performed within such state.

- 12 -
<PAGE> 13

(i) Regulatory Approvals; Section 16(b). If, in
-----------------------------------
connection with (A) the exercise of the Option under Section 3 or
a sale by Buyer to a third party under Section 8, (B) a repurchase
by Seller under Section 7 or a repurchase or purchase by Seller
under Section 8, prior notification to or approval of the Federal
Reserve Board or any other Regulatory Authority is required, then
the required notice or application for approval shall be promptly
filed and expeditiously processed and periods of time that
otherwise would run pursuant to such Sections shall run instead
from the date on which any such required notification period has
expired or been terminated or such approval has been obtained, and
in either event, any requisite waiting period shall have passed.
In the case of clause (A) of this subsection (i), such filing shall
be made by Buyer, and in the case of clause (B) of this subsection
(i), such filing shall be made by Seller, provided that each of
Buyer and Seller shall use its best efforts to make all filings
with, and to obtain consents of, all third parties and Regulatory
Authorities necessary to the consummation of the transactions
contemplated hereby, including without limitation applying to the
Federal Reserve Board under the Holding Company Act for approval to
acquire the shares issuable hereunder. Periods of time that
otherwise would run pursuant to Sections 3, 7 or 8 shall also be
extended to the extent necessary to avoid liability under Section
16(b) of the Exchange Act.

(j) No Breach of Merger Agreement Authorized.
----------------------------------------
Nothing contained in this Option Agreement shall be deemed to
authorize Seller to issue any shares of Seller Common Stock in
breach of, or otherwise breach any of, the provisions of the Merger
Agreement nor shall any action taken hereunder by Seller constitute
a breach of any of the provisions of the Merger Agreement.

(k) Waiver and Amendment. Any provision of this
--------------------
Option Agreement may be waived at any time by the party that is
entitled to the benefits of such provision. This Option Agreement
may not be modified, amended, altered or supplemented except upon
the execution and delivery of a written agreement executed by the
parties hereto.

- 13 -
<PAGE> 14

IN WITNESS WHEREOF, each of the parties hereto has
executed this Option Agreement as of the date first written above.

MERCANTILE BANCORPORATION INC.

By: /s/ John W. Rowe
------------------------------------
John W. Rowe
Executive Vice President,
Mercantile Bank of St. Louis
National Association, Authorized
Officer

TODAY'S BANCORP, INC.

By: /s/ Dan Heine
------------------------------------
Dan Heine
President and Chief Executive
Officer

- 14 -

<PAGE> 1
Exhibit 2.3
-----------

VOTING AGREEMENT

This Voting Agreement dated as of March 19, 1996, is
entered into between MERCANTILE BANCORPORATION INC. ("Mercantile"),
and the undersigned director and stockholder ("Stockholder") of
TODAY'S BANCORP, INC. ("TODAY'S BANCORP").

WHEREAS, TODAY'S BANCORP and Mercantile have proposed to
enter into an Agreement and Plan of Merger (the "Agreement"), dated
as of today, which contemplates the acquisition by Mercantile of
100% of the common stock of TODAY'S BANCORP (the "TODAY'S BANCORP
Stock") by means of a merger between TODAY'S BANCORP and
Mercantile's subsidiary, Mercantile Bancorporation Incorporated of
Illinois (the "Merger"); and

WHEREAS, Mercantile is willing to expend the substantial
time, effort and expense necessary to implement the Merger, only if
Stockholder enters into this Voting Agreement; and

WHEREAS, the Stockholder believes that the Merger is in
his best interest and the best interest of TODAY'S BANCORP.

NOW, THEREFORE, in consideration of the premises,
Stockholder hereby agrees as follows:

1. Voting Agreement. Stockholder shall vote, or
----------------
cause to be voted, all of the shares of TODAY'S BANCORP Stock he
now or hereafter owns and over which he now has, or prior to the
record date for voting at the Meeting (as hereinafter defined)
acquires, voting control in favor of the approval of the Agreement
and the Merger at the meeting of stockholders of TODAY'S BANCORP to
be called for the purpose of approving the Agreement and the Merger
(the "Meeting").

2. No Competing Transaction. Stockholder shall
------------------------
not vote any of his shares of TODAY'S BANCORP Stock in favor of the
approval of any other agreement relating to the merger or sale of
all or substantially all the assets of TODAY'S BANCORP to any
person other than Mercantile or its affiliates until closing of the
Merger, termination of the Agreement or abandonment of the Merger

<PAGE> 2
by the mutual agreement of TODAY'S BANCORP and Mercantile,
whichever comes first.

3. Transfers Subject to Agreement. Stockholder
------------------------------
shall not transfer his shares of TODAY'S BANCORP Stock unless the
transferee, prior to such transfer, executes a voting agreement
with respect to the transferred shares substantially to the effect
of this Voting Agreement and reasonably satisfactory to Mercantile.

4. No Ownership Interest. Nothing contained in
---------------------
this Voting Agreement shall be deemed to vest in Mercantile any
direct or indirect ownership or incidence of ownership of or with
respect to any shares of TODAY'S BANCORP Stock covered by this
Voting Agreement. All rights, ownership and economic benefits of
and relating to the shares of TODAY'S BANCORP Stock covered by this
Voting Agreement shall remain and belong to Stockholder and
Mercantile shall have no authority to manage, direct, superintend,
restrict, regulate, govern or administer any of the policies or
operations of TODAY'S BANCORP or exercise any power or authority to
direct Stockholder in the voting of any of his shares of TODAY'S
BANCORP Stock, except as otherwise expressly provided herein, or
the performance of his duties or responsibilities as a director of
TODAY'S BANCORP.

5. Evaluation of Investment. Stockholder, by
------------------------
reason of his knowledge and experience in financial and business
matters and in his capacity as a director of a financial
institution, believes himself capable of evaluating the merits and
risks of the potential investment in common stock of Mercantile,
$5.00 par value ("Mercantile Common Stock"), contemplated by the
Agreement.

6. Transfers to Family Members. Subject to the
---------------------------
provisions of Section 3 hereof, Stockholder may transfer shares of
TODAY'S BANCORP Stock subject to this Voting Agreement to family
members of Stockholder.

7. Elections. Notwithstanding anything herein to
---------
the contrary, Stockholder's execution of this Voting Agreement
shall in no way impair Stockholder's ability to elect, pursuant to
the terms of the Agreement, either a Stock Election, a Cash
Election or a Combined Election with respect to all shares of
TODAY'S BANCORP Stock subject to this Voting Agreement.

2
<PAGE> 3

8. Documents Delivered. Stockholder acknowledges
-------------------
having reviewed the Agreement and its attachments and that reports,
proxy statements and other information with respect to Mercantile
filed with the Securities and Exchange Commission (the
"Commission") were, prior to his execution of this Voting
Agreement, available for inspection and copying at the Offices of
the Commission and that Mercantile delivered the following such
documents to TODAY'S BANCORP:

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

(b) Mercantile's Annual Report to
Shareholders for the year ended
December 31, 1995; and

9. Amendment and Modification. This Voting
--------------------------
Agreement may be amended, modified or supplemented at any time by
the written approval of such amendment, modification or supplement
by Stockholder and Mercantile.

10. Entire Agreement. This Voting Agreement
----------------
evidences the entire agreement among the parties hereto with
respect to the matters provided for herein and there are no
agreements, representations or warranties with respect to the
matters provided for herein other than those set forth herein and
in the Agreement. This Voting Agreement supersedes any agreements
among TODAY'S BANCORP and Stockholder concerning the voting of the
shares of TODAY'S BANCORP Stock covered by this Voting Agreement
for the approval of the Agreement and the Merger or the disposition
or control of such shares of TODAY'S BANCORP Stock.

11. Severability. The parties agree that if any
------------
provision of this Voting Agreement shall under any circumstances be
deemed invalid or inoperative, this Voting Agreement shall be
construed with the invalid or inoperative provisions deleted and
the rights and obligations of the parties shall be construed and
enforced accordingly.

3
<PAGE> 4

12. Counterparts. This Voting Agreement may be
------------
executed in more than one counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.

13. Governing Law. The validity, construction,
-------------
enforcement and effect of this Voting Agreement shall be governed
by the internal laws of the State of Missouri.

14. Headings. The headings for the paragraphs of
--------
this Voting Agreement are inserted for convenience only and shall
not constitute a part hereof or affect the meaning or
interpretation of this Voting Agreement.

15. Termination. This Voting Agreement shall
-----------
terminate upon the consummation of the Merger, abandonment of the
Merger by the mutual agreement of TODAY'S BANCORP and Mercantile or
termination of the Agreement, whichever comes first.

16. Successors. This Voting Agreement shall be
----------
binding upon and inure to the benefit of Mercantile and its
successors, and Stockholder, such Stockholder's respective
executors, personal representatives, administrators, heirs,
legatees, guardians and other legal representatives. This Voting
Agreement shall survive the death or incapacity of Stockholder.
This Voting Agreement may be assigned by Mercantile only to an
affiliate of Mercantile.

MERCANTILE BANCORPORATION INC.

By:
-------------------------------
John W. Rowe
Executive Vice President
Mercantile Bank of St. Louis
National Association,
Authorized Officer

Stockholder

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

<PAGE> 1

Exhibit 5.1

[Letterhead of Thompson Coburn]

August 8, 1996

Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524

Re: Registration Statement on Form S-4
----------------------------------

Gentlemen:

We refer you to the Registration Statement on Form S-4
filed by Mercantile Bancorporation Inc. (the "Company") on August
8, 1996 (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended, pertaining to the proposed issuance by the Company of
up to 1,177,066 shares of the Company's common stock, $5.00 par
value (the "Shares"), in connection with the acquisition of TODAY'S
BANCORP, INC. ("TODAY'S") pursuant to the Agreement and Plan of
Merger dated March 19, 1996 (the "Merger Agreement"), by and among
the Company, Mercantile Bancorporation Incorporated of Illinois and
TODAY'S, all as provided in the Registration Statement. In
rendering the opinions set forth herein, we have examined such
corporate records of the Company, such laws and such other
information as we have deemed relevant, including the Company's
Restated Articles of Incorporation and Bylaws, as amended and
currently in effect, the resolutions adopted by the Executive
Committee of the Company's Board of Directors relating to the
transaction, certificates received from state officials and
statements we have received from officers and representatives of
the Company. In delivering this opinion, the undersigned assumed
the genuineness of all signatures; the authenticity of all
documents submitted to us as originals; the conformity to the
originals of all documents submitted to us as certified,
photostatic or conformed copies; the authenticity of the originals
of all such latter documents; and the correctness of statements
submitted to us by officers and representatives of the Company.

Based only on the foregoing, the undersigned is of the
opinion that:

1. The Company has been duly incorporated and is
validly existing under the laws of the State of Missouri; and

2. The Shares to be sold by the Company, when issued as
provided in the Merger Agreement, will be duly authorized, duly and
validly issued and fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm in the
section of the Proxy Statement/Prospectus entitled "Legal Matters."

Very truly yours,

/s/ Thompson Coburn

<PAGE> 1

Exhibit 8.1

August 8, 1996

Board of Directors
TODAY'S BANCORP, INC.
50 West Douglas Street
Freeport, Illinois 61032

Ladies and Gentlemen:

You have requested our opinion with regard to certain federal
income tax consequences of the proposed merger (the "Merger") of
TODAY'S BANCORP, INC. ("Seller") with and into Ameribanc, Inc.
("Ameribanc"), a wholly owned subsidiary of Mercantile
Bancorporation Inc. ("MBI").

In connection with the preparation of our opinion, we have
examined and have relied upon the following:

(i) The Agreement and Plan of Merger by and among MBI,
Mercantile Bancorporation Incorporated of Illinois, a wholly
owned subsidiary of MBI ("MBII"), and Seller dated March 19,
1996, including the schedules and exhibits thereto (the
"Agreement");

(ii) MBI's Registration Statement on Form S-4, including the
Proxy Statement/Prospectus contained therein, filed with the
Securities and Exchange Commission on the date hereof (the
"Registration Statement");

(iii) The representations and undertaking of MBI
substantially in the form of Exhibit A hereto;

(iv) The representations and undertakings of Seller and
certain holders of Seller common stock, par value $5.00 per
share ("Seller Common Stock"), substantially in the forms of
Exhibit B and Exhibit C hereto;

(v) The Rights Plan between MBI and Mercantile Bank of St.
Louis National Association, as rights agent, dated May 23,
1988;

(vi) The Rights Agreement by and between Seller and
Continental Bank, N.A., as rights agent, dated as of December
12, 1990; and

(vii) The Northwest Illinois Bancorp, Inc. 1989
Nonqualified Stock Option Plan, which was adopted January 1989
and became effective as of March 23, 1989 (the "Option Plan").

We understand that, prior to the Merger, MBII will be merged
into Ameribanc.

Our opinion is based solely upon applicable law and the
factual information and undertakings contained in the above-
mentioned documents. In rendering our opinion, we have assumed the
accuracy of all information and the performance of all undertakings
contained in each of such documents. We also have assumed the
authenticity of all original documents, the conformity of all
copies to the original documents, and the genuineness of all
signatures. We have not attempted to verify independently the
accuracy of any information in any such document, and we have
assumed that such documents accurately and completely set forth all
material facts relevant to this opinion. All of our assumptions
were made with your consent. We have also assumed that all options
outstanding under the Option Plan are validly authorized, issued
and outstanding obligations of Seller with respect to Seller's
stock. If any fact or assumption described herein or below is
incorrect, any or all of the federal income tax consequences
described herein may be inapplicable.

<PAGE> 2
TODAY'S BANCORP, INC.
August 8, 1996
Page 2

OPINIONS

Subject to the foregoing, to the conditions and limitations
expressed elsewhere herein, and assuming that the Merger is
consummated in accordance with the Agreement, we are of the opinion
that for federal income tax purposes:

1. The Merger will constitute a reorganization within the
meaning of sections 368(a)(1)(A) and 368(a)(2)(D) of the Internal
Revenue Code of 1986, as amended to the date hereof (the "Code").

2. Each stockholder of Seller who exchanges, in the Merger,
shares of Seller Common Stock solely for shares of MBI common
stock, par value $5.00 per share ("MBI Common Stock"):

a) will recognize no gain or loss as a result of the
exchange, except with regard to cash received in lieu of a
fractional share, as discussed below (Code section 354(a)(1));

b) will have an aggregate basis for the shares of MBI
Common Stock received (including any fractional share of MBI
Common Stock deemed to be received, as described in paragraph
5, below) equal to the aggregate adjusted tax basis of the
shares of Seller Common Stock surrendered (Code section
358(a)(1)); and

c) will have a holding period for the shares of MBI
Common Stock received (including any fractional share of MBI
Common Stock deemed to be received, as described in paragraph
5, below) which includes the holding period of the Seller
Common Stock surrendered, provided that the shares of Seller
Common Stock surrendered are held as capital assets at the
time of the Merger (Code section 1223(1)).

3. Each stockholder of Seller who receives solely cash (i)
in exchange for Seller Common Stock pursuant to the Merger or (ii)
as a result of the exercise of dissenters' rights will recognize
gain or loss (determined separately as to each block of Seller
Common Stock exchanged) in an amount equal to the difference
between (i) the amount of cash received by such stockholder and
(ii) such stockholder's aggregate adjusted tax basis for the shares
of Seller Common Stock surrendered, provided that the cash payment
does not have the effect of the distribution of a dividend (Code
sections 1001 and 302(a)). Such gain or loss will be capital gain
or loss if the shares of Seller Common Stock surrendered are held
as capital assets at the time of the Merger, and long-term or
short-term depending on the holder's holding period for each block
of Seller Common Stock surrendered (Code section 1222). However,
if the cash payment does have the effect of the distribution of a
dividend, such stockholder will recognize income in the amount of
the cash received (without regard to such stockholder's basis in
the Seller Common Stock surrendered), which generally will be
taxable as a dividend (Code sections 302(d) and 301).

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 stock ownership attribution rules of section 318 of the
Code. Because such determination generally will depend on the
facts and circumstances of each Seller stockholder, we express no
opinion as to whether the cash payments discussed in this paragraph
3 will be treated as having the effect of the distribution of a
dividend.

A cash payment will be considered not to have the effect of
the distribution of a dividend under section 302 of the Code only
if the cash payment (i) results in a "complete redemption" of such
stockholder's actual and constructive stock interest, (ii)
qualifies as a "substantially disproportionate" reduction in such
stockholder's actual and constructive stock interest, or (iii) is
not "essentially equivalent to a dividend" (Code section 302(b)(1),
(2), (3)).

A cash payment will result in a "complete redemption" of a
stockholder's stock interest if such stockholder does not actually
or constructively own any stock after the Merger. A reduction in
a stockholder's stock interest will be "substantially
disproportionate" if (i) the percentage of outstanding

<PAGE> 3

TODAY'S BANCORP, INC.
August 8, 1996
Page 3

shares actually and constructively owned by such stockholder after the
receipt of the cash payment is less than four-fifths (80%) of the
percentage of outstanding shares actually and constructively owned
by such stockholder immediately prior to the receipt of the cash
payment, and (ii) such stockholder actually and constructively owns
less than 50 percent of the number of shares outstanding after the
receipt of the cash payment (Code section 302(b)(2)). The cash
payment will not be "essentially equivalent to a dividend" if there
has been a "meaningful reduction" (as the quoted term has been
interpreted by judicial authorities and by rulings of the Internal
Revenue Service (the "Service")) of the stockholder's actual and
constructive ownership interest (Code section 302(b)(1); United
------
States v. Davis, 397 U.S. 301 (1970); see, e.g., Rev. Rul. 76-385,
- ---------------
1976-2 C.B. 92; Rev. Rul. 76-364, 1976-2 C.B. 91).

Under the traditional analysis (which apparently continues to
be used by the Service), section 302 of the Code will apply as
though the distribution of cash were made by Seller in a
hypothetical redemption of Seller Common Stock immediately prior
to, and in a transaction separate from, the Merger (a "deemed pre-
Merger redemption"). Thus, 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 (i) the
stockholder's actual and constructive stock interest in Seller
before the deemed pre-Merger redemption, with (ii) such
stockholder's actual and constructive stock interest in Seller
after the deemed pre-Merger redemption (but before the Merger).
Nevertheless, in view of Commissioner v. Clark, 489 U.S. 726
---------------------
(1989), many tax practitioners believe that the continuing validity
of the traditional analysis is open to question and that, in a
transaction such as the Merger, the receipt of solely cash in
exchange for stock actually owned should be treated in accordance
with the principles of Commissioner v. Clark, supra, as if the
--------------------- -----
Seller 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 post-Merger redemption"). Under this
analysis, the determination of whether a cash payment satisfies any
of the foregoing tests would be made by comparing (i) the
stockholder's actual and constructive stock interest in MBI before
the deemed post-Merger redemption (determined as if such
stockholder had received solely MBI Common Stock in the Merger),
with (ii) such stockholder's actual and constructive stock interest
in MBI after the deemed post-Merger redemption. Because this
analysis may be more likely to result in capital gain treatment
than the traditional analysis, each Seller stockholder who receives
solely cash in exchange for all of the Seller Common Stock he or
she actually owns should consult his or her own tax advisor with
regard to the proper treatment of such cash.

The determination of ownership for purposes of the foregoing
tests will be made by taking into account both shares actually
owned by such stockholder and shares constructively owned by such
stockholder pursuant to section 318 of the Code (Code section
302(c)). Under section 318 of the Code, a stockholder will be
deemed to own stock that is owned or deemed to be 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 stockholder has a direct or indirect
interest (including partnerships, estates, trusts and
corporations), as well as shares of stock that such stockholder (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 stockholder's
interest has occurred for purposes of Code section 302.

4. Each stockholder of Seller who exchanges, in the Merger,
shares of Seller Common Stock solely for shares of MBI Common Stock
and cash:

<PAGE> 4

TODAY'S BANCORP, INC.
August 8, 1996
Page 4

a) will not recognize any loss realized (determined
separately as to each block of Seller Common Stock
exchanged) as a result of the exchange, except with
regard to cash received in lieu of a fractional share, as
discussed below (Code section 356(c));

b) will realize gain (determined separately as to each
block of Seller Common Stock exchanged) as a result of
the exchange if (i) the sum of the amount of cash and the
fair market value of the shares of MBI Common Stock
received (including any fractional share of MBI Common
Stock deemed to be received, as described in paragraph 5,
below) exceeds (ii) the aggregate adjusted tax basis of
the Seller Common Stock surrendered in exchange therefor,
and will recognize such gain, if any, up to but not in
excess of the amount of cash received (excluding cash
received in lieu of a fractional share) (Code sections
1001 and 356(a));

c) will have an aggregate basis for the shares of MBI
Common Stock received (including any fractional share of
MBI Common Stock deemed to be received, as described in
paragraph 5, below) equal to the aggregate adjusted tax
basis of the shares of Seller Common Stock surrendered,
increased by the amount of gain, if any, recognized by
such holder and decreased by the amount of any cash
received (excluding cash received in lieu of a fractional
share)(Code section 358(a)); and

d) will have a holding period for the shares of MBI
Common Stock received (including any fractional share of
MBI Common Stock deemed to be received, as described in
paragraph 5, below) which includes the holding period of
the Seller Common Stock surrendered, provided that the
shares of Seller Common Stock surrendered are held as
capital assets at the time of the Merger (Code section
1223(1)).

No opinion is expressed as to whether the recognized gain
described in subparagraph b of this paragraph 4 will be capital
gain or will be treated as the receipt of a taxable dividend.
Provided that the receipt of the cash by a Seller stockholder does
not have the effect of the distribution of a dividend, such gain
will be capital gain if the shares of Seller Common Stock exchanged
are held as capital assets at the time of the Merger, and long-term
or short-term depending on the holder's holding period for each
block of Seller Common Stock surrendered (Code section 1222).
However, if the cash payment does have the effect of the
distribution of a dividend, such gain generally will be taxable as
a dividend (Code section 356(a)).

Under section 356 of the Code, the determination of whether a
cash payment has the effect of the distribution of a dividend will
be made generally in accordance with the principles of section 302
of the Code, taking into account the stock ownership attribution
rules of section 318 of the Code. Because this determination
generally will depend on the facts and circumstances of each Seller
stockholder, we express no opinion as to whether the cash payments
discussed in this paragraph 4 will be treated as having the effect
of the distribution of a dividend.

A cash payment will be considered not to have the effect of
the distribution of a dividend under section 302 of the Code only
if the cash payment (i) results in a "substantially
disproportionate" reduction in such stockholder's actual and
constructive stock interest, or (ii) is not "essentially equivalent
to a dividend" (Code section 302(b)(1), (2)). These two tests will
be applied as if all Seller Common Stock exchanged for cash in the
Merger had instead been exchanged in the Merger solely for shares
of MBI Common Stock, and such shares of MBI Common Stock were then
redeemed by MBI in return for the

<PAGE> 5

TODAY'S BANCORP, INC.
August 8, 1996
Page 5

cash payments (a deemed Post-Merger redemption). Accordingly, the
determination of whether a cash payment to a Seller stockholder satisfies
either of the foregoing tests will be made by comparing (i) such stockholder's
actual and constructive stock interest in MBI before the deemed post-Merger
redemption (determined as if such stockholder had received solely MBI Common
Stock in the Merger), with (ii) such stockholder's actual and constructive
stock interest in MBI after the deemed post-Merger redemption. (Commissioner
------------
v. Clark, 489 U.S. 726 (1989)).
- --------

A cash payment will result in a "substantially
disproportionate" reduction in a stockholder's stock interest if
(i) the percentage of outstanding MBI Common Stock actually and
constructively owned by such stockholder after the deemed post-
Merger redemption is less than four-fifths (i.e., 80%) of the
----
percentage of outstanding MBI Common Stock actually and
constructively owned by such stockholder immediately prior to the
deemed post-Merger redemption (determined as if such stockholder
had received solely MBI Common Stock in the Merger), and (ii) such
stockholder actually and constructively owns less than 50 percent
of the number of shares outstanding after the deemed post-Merger
redemption (Code section 302(b)(2)). The cash payment will not be
"essentially equivalent to a dividend" if the deemed post-Merger
redemption results in a "meaningful reduction" (as the quoted term
has been interpreted by judicial authorities and by rulings of the
Service of the stockholder's actual and constructive ownership
interest (Code section 302(b)(1); United States v. Davis, 397 U.S.
----------------------
301 (1970); see, e.g., Rev. Rul. 76-385, 1976-2 C.B. 92; Rev. Rul.
--- ----
76-364, 1976-2 C.B. 91).

The determination of ownership for purposes of each of the
foregoing tests will be made by taking into account both shares of
MBI Common Stock actually owned by such stockholder and shares of
MBI Common Stock constructively owned by such stockholder pursuant
to section 318 of the Code (Code section 356(a)). Under section
318 of the Code, a stockholder will be deemed to own stock that is
owned or deemed to be 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
stockholder has a direct or indirect interest (including
partnerships, estates, trusts and corporations), as well as shares
of stock that such stockholder (or a related person) has the right
to acquire upon exercise of an option or conversion right.

5. Each stockholder of Seller who receives, in the Merger,
cash 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. Provided that the shares of Seller
Common Stock surrendered are held as capital assets at the time of
the Merger, 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 basis in
the shares of MBI Common Stock allocable to the fractional share
(Code sections 1001 and 1222; Rev. Rul. 66-365, 1966-2 C.B. 116;
Rev. Proc. 77-41, 1977-2 C.B. 574).

6. Provided that MBI's assumption of the Option Plan occurs
in accordance with the Section 5.15 of the Agreement, holders of
options outstanding under the Option Plan at the time of the Merger
("Seller Options") will recognize no gain or loss as a result of
such assumption and the conversion of Seller Options into options
with respect to MBI Common Stock (Mitchell v. Commissioner, 65 T.C.
------------------------
1099 (1976), a'ffd, 590 F.2d 312 (9th Cir. 1979); G.C.M. 39399
-----
(April 11, 1985).

* * * * * * * * * * * *

We express no opinion with regard to: (1) the federal income
tax consequences of the Merger not addressed expressly by this
opinion, including without limitation, (i) the tax consequences, if any,

<PAGE> 6

TODAY'S BANCORP, INC.
August 8, 1996
Page 6

to those stockholders of Seller who acquired shares of Seller
Common Stock pursuant to the exercise of employee stock options or
otherwise as compensation, and (ii) the tax consequences to special
classes of stockholders, if any, including without limitation,
foreign persons, insurance companies, tax-exempt entities,
retirement plans, and dealers in securities; and (2) federal,
state, local, or foreign taxes (or any other federal, state, local,
or foreign laws) not specifically referred to and discussed herein.
Further, our opinion is based upon the Code, Treasury Regulations
proposed or promulgated thereunder, and administrative
interpretations and judicial precedents relating thereto, all of
which are subject to change at any time, possibly with retroactive
effect, and we assume no obligation to advise you of any subsequent
change thereto. If there is any change in the applicable law or
regulations, or if there is any new administrative or judicial
interpretation of the applicable law or regulations, any or all of
the federal income tax consequences described herein may become
inapplicable.

The foregoing opinion reflects our legal judgment solely on
the issues presented and discussed herein. This opinion has no
official status or binding effect of any kind. Accordingly, we
cannot assure you that the Service or any court of competent
jurisdiction will agree with this opinion.

We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to all references made to this
letter and to this firm in the Registration Statement.

Very truly yours,

/s/ Thompson Coburn

<PAGE> 7

Exhibit A

CERTIFICATE
-----------

The undersigned, * , [Undersigned's Title] of
------------
Mercantile Bancorporation Inc., a Missouri corporation ("MBI"),
HEREBY CERTIFIES that (a) I am familiar with the terms and
conditions of the Agreement and Plan of Merger by and among MBI,
Mercantile Bancorporation Incorporated of Illinois, a Missouri
corporation ("MBII"), and TODAY'S BANCORP, INC., a Missouri
corporation ("Seller"), dated March 19, 1996, including the
schedules and exhibits thereto (the "Agreement"), and (b) I am
aware that (i) this Certificate will be relied on by Thompson
Coburn, counsel for MBI, in rendering its opinion to Seller that
the merger (the "Merger") of Seller with and into Ameribanc, Inc.,
a wholly owned subsidiary of MBI ("Ameribanc"), will constitute a
reorganization within the meaning of section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii)
the representations and undertaking recited herein will survive the
Merger.

The undersigned HEREBY FURTHER CERTIFIES, ON BEHALF OF MBI,
that:

(1) The fair market value of the MBI common stock, par value
$5.00 per share ("MBI Common Stock"), and cash to be received by
each Seller stockholder in the Merger (including cash to be
received in lieu of fractional shares of MBI Common Stock, if any)
will be approximately equal to the fair market value of the Seller
common stock, par value $5.00 per share ("Seller Common Stock"),
surrendered in the Merger by each such stockholder.

(2) Except as otherwise set forth by the undersigned on an
attachment hereto, MBI is aware of no plan, intention or
arrangement (including any option or pledge) on the part of any
holder of Seller Common Stock to sell, exchange or otherwise
dispose of any of the MBI Common Stock to be received in the
Merger, with the exception of fractional shares of MBI Common Stock
to be exchanged for cash pursuant to the Merger.

(3) Before the Merger, MBI will be in control of Ameribanc
within the meaning of section 368(c) of the Code.

(4) After the Merger, (a) Ameribanc will not issue additional
shares of its stock that would result in MBI losing control of
Ameribanc within the meaning of section 368(c) of the Code, and (b)
neither Ameribanc nor any other member of MBI's "affiliated group"
(as the quoted term is defined in Code section 1504, the "MBI
Affiliated Group") will have outstanding any warrants, options,
convertible securities, or any other type of right (including any
preemptive right) pursuant to which any person could

<PAGE> 8

acquire stock in Ameribanc that, if exercised or converted, would affect MBI's
retention of control of Ameribanc (as defined above). No stock of
Ameribanc will be issued in connection with the Merger.

(5) In the Merger, MBI, Ameribanc, and MBII will tender no
consideration for Seller Common Stock other than the "Merger Consideration"
(as the quoted term is defined in the Agreement) and cash in lieu of fractional
shares of MBI Common Stock.

(6) Neither MBI nor any other member of the MBI "Affiliated
Group" has any plan or intention to redeem or otherwise reacquire
any of the MBI Common Stock issued to the stockholders of Seller in
the Merger.

(7) Neither MBI nor any other member of the MBI Affiliated
Group has any plan or intention (a) to liquidate Ameribanc, (b) to
merge Ameribanc with and into another corporation, (c) to sell or
otherwise dispose of whether by dividend distribution or otherwise
the stock of Ameribanc, or (d) except for transfers described in
section 368(a)(2)(C) of the Code, dispositions made in the ordinary
course of business or dispositions approved in writing by Thompson
Coburn, to cause, suffer, or permit Ameribanc to sell or otherwise
dispose of (whether by dividend distribution or otherwise) (i) any
assets of Seller acquired in the Merger, or (ii) any assets of any
other member of Seller's "affiliated group" (as the quoted term is
defined in Code section 1504, the "Seller Affiliated Group").

(8) After the Merger, Ameribanc will continue the historic
businesses of Seller and the other members of the Seller Affiliated
Group, or will use a significant portion of the historic business
assets of the members of the Seller Affiliated Group in a business
(no stock of any member of the Seller's Affiliated Group shall be
treated as a business asset for purposes of this representation).

(9) MBI, Ameribanc, Seller, and the stockholders of Seller
will each pay their respective expenses, if any, incurred in
connection with the Merger; provided, however, that MBI or
Ameribanc may pay and assume those expenses of Seller that are
solely and directly related to the Merger in accordance with the
guidelines established in Rev. Rul. 73-54, 1973-1 C.B. 187,
including those printing, mailing and filing expenses described in
Section 5.08 of the Agreement.

(10) Except with regard to Transaction Costs (as defined
below), neither MBI nor any other member of the MBI Affiliated
Group will pay any amount or incur any liability to or for the
benefit of, or assume or cancel any liability of, any stockholder
of Seller in connection with the Merger, and no liability to which
Seller Common Stock is subject will be extinguished as a result of
the Merger. For purposes of this representation, (a) the term
"liability" shall include any undertaking to pay or to cause the
reduction, release, or extinguishment of any obligation, without
regard to whether any such

<PAGE> 9

undertaking or obligation is contingent or legally enforceable (for example
and without limitation, the term "liability" includes an unenforceable
agreement to cause the repayment of an obligation guaranteed by a Seller
stockholder or to cause by other means the release of such guaranty), and (b)
the term "Transaction Costs" shall mean amounts paid or liabilities
incurred in connection with the Merger (i) to Seller stockholders
with respect to the MBI Common Stock and cash (including cash in
lieu of fractional shares thereof) to be delivered in the Merger,
(ii) to dissenters, if any, (iii) for legal, accounting, and
investment banking and/or advisor services rendered to MBI or
Ameribanc, if any, (iv) for those expenses payable or assumable by
MBI or Ameribanc in accordance with representation (9) above, and
(v) as compensation to any employee of MBI or Seller or of any
other member of the MBI Affiliated Group or the Seller Affiliated
Group for services rendered in the ordinary course of his or her
employment.

(11) No indebtedness between Seller or any other member of the
Seller Affiliated Group, on the one hand, and Ameribanc, MBII or
MBI or any other member of the MBI Affiliated Group, on the other
hand, exists or will exist prior to the Merger that (a) was issued
or acquired at a discount, (b) will be settled, as a result of the
Merger, at a discount, or (c) will result in the recognition of
gain under Treasury Regulation Section 1.1502-13. No "installment
obligation" (as the quoted term is defined for purposes of Code
section 453B), between Seller, on the one hand, and Ameribanc, on
the other hand, exists or will exist prior to the Merger that will
be extinguished as a result of the Merger.

(12) The payment of cash in lieu of fractional shares of MBI
Common Stock in the Merger will be solely for the purpose of
avoiding the expense and inconvenience to MBI of issuing fractional
shares and will not represent separately bargained-for
consideration. The total cash consideration that will be paid in
the Merger to the Seller stockholders in lieu of fractional shares
of MBI Common Stock will not exceed one percent of the total
consideration that will be issued in the transaction to the Seller
stockholders in exchange for their shares of Seller Common Stock.
The fractional share interests of each Seller stockholder will be
aggregated, and no Seller stockholder will receive cash in lieu of
fractional share interests in an amount equal to or greater than
the value of one full share of MBI Common Stock.

(13) All payments made to dissenters and all cash payments
made in lieu of fractional shares of MBI Common Stock will be
funded with assets of MBI. No such payments will be funded with
assets of Ameribanc, MBII or Seller.

(14) None of the compensation to be paid or accrued after the
Merger to or for the benefit of any stockholder-employee of Seller
will be separate consideration for, or allocable to, any of his or
her shares of Seller Common Stock; none of the shares of MBI Common
Stock received in the Merger by any Seller stockholder-employee
will be separate consideration for, or allocable to, any employment
agreement; and all compensation to be paid or accrued after the
Merger to or for the benefit of any Seller

<PAGE> 10

stockholder-employee will be for services actually rendered in the ordinary
course of his or her employment and will be commensurate with amounts paid to
third parties bargaining at arm's length for similar services.

(15) With regard to the Rights Plan between MBI and Mercantile
Bank of St. Louis National Association, as rights agent, dated May
23, 1988 (the "Rights Agreement"), no "Distribution Date" (as the
quoted term is defined in the Rights Agreement) has occurred, and
the Acquisition will not cause the occurrence of a Distribution
Date.

(16) Neither MBI nor any other member of the MBI Affiliated
Group has owned, directly or indirectly, any stock of Seller within
the last five years.

(17) With the exception of the omission of information
concerning the Plan in Schedule 2.03 to the Agreement, no material
terms or conditions of the Agreement (including the schedules and
exhibits thereto) have been waived or modified. The Agreement
represents the complete agreement among MBI, MBII, Ameribanc and
Seller regarding the Merger.

The undersigned HEREBY AGREES to immediately communicate in
writing to Thompson Coburn at One Mercantile Center, St. Louis,
Missouri 63101, to the attention of Charles H. Binger, any
information that could indicate (i) any of the foregoing
representations was inaccurate when made, or (ii) any of the
foregoing representations would be inaccurate if it were made again
immediately before the Merger.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of MBI this ----- day of ------------, 1996.

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

<PAGE> 11

Exhibit B

CERTIFICATE
-----------

The undersigned, * , [Undersigned's Title] of
--------------
TODAY'S BANCORP, INC., a Delaware corporation ("Seller"), HEREBY
CERTIFIES that (a) I am familiar with the terms and conditions of
the Agreement and Plan of Merger by and among Mercantile
Bancorporation Inc., a Missouri corporation ("MBI"), Mercantile
Bancorporation Incorporated of Illinois, a Missouri corporation
("MBII"), and Seller, dated March 19, 1996, including the schedules
and exhibits thereto (the "Agreement"), and (b) I am aware that (i)
this Certificate will be relied on by Thompson Coburn, counsel for
MBI, in rendering its opinion to Seller that the merger (the
"Merger") of Seller with and into Ameribanc, Inc., a Missouri
corporation and wholly owned subsidiary of MBI, will constitute a
reorganization within the meaning of section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii)
the representations and undertaking recited herein will survive the
Merger.

The undersigned HEREBY FURTHER CERTIFIES, ON BEHALF OF Seller,
that:

(1) The terms of the exchange of Seller common stock, par
value $5.00 per share ("Seller Common Stock"), for MBI common
stock, par value $5.00 per share ("MBI Common Stock"), and cash
(including cash to be received in lieu of fractional shares of MBI
Common Stock, if any) to be received by each Seller stockholder in
the Merger were arrived at in arm's length negotiations between
Seller and MBI.

(2) There is no plan, intention or other arrangement
(including any option or pledge) on the part of the holders of 1%
or more of the Seller Common Stock and, to the best knowledge of
the undersigned, there is no plan, intention or other arrangement
(including any option or pledge) on the part of the other holders
of Seller Common Stock to sell, exchange or otherwise dispose of a
number of shares of MBI Common Stock received by such holders in
the Merger that would reduce such holders' aggregate ownership of
MBI Common Stock to a number of shares having a value, as of the
date on which the Merger is consummated (the "Effective Date"), of
less than 45 percent of the value of all of the formerly
outstanding Seller Common Stock as of the Effective Date. For
purposes of this representation, shares of Seller Common Stock
exchanged for cash or other property, surrendered by dissenters, or
exchanged for cash in lieu of fractional shares of MBI Common Stock
will be treated as outstanding on the Effective Date. Moreover,
all shares of Seller Common Stock and shares of MBI Common Stock
held by Seller stockholders and otherwise sold, redeemed, or
disposed of before or after the Effective Date will be taken into
account in making this representation.

<PAGE> 12

(3) Seller will transfer to Ameribanc in the Merger assets
representing at least 90 percent of the fair market value of the
net assets and at least 70 percent of the fair market value of the
gross assets, in each case, that were held by Seller immediately
prior to the Merger. For purposes of this representation, Seller
assets used to pay stockholders who receive cash, and Seller assets
used to pay expenses of the Merger or to fund any redemption or
distribution within 24 months before the Merger (except for
regular, normal dividends and except for those assets set forth by
the undersigned on an attachment hereto) shall be included as
assets of Seller held immediately prior to the Merger. For
purposes of this representation, any asset of Seller or any other
member of Seller's "affiliated group" (as the quoted term is
defined in Code section 1504, the "Seller Affiliated Group") that
is disposed of within 24 months before the Merger other than in the
ordinary course of business also shall be included as an asset of
Seller held immediately prior to the Merger, with the exception of
those assets disposed of in the ordinary course of business and
those assets set forth by the undersigned on an attachment hereto.

(4) At the time of the Merger and except with regard to
Transaction Costs (as defined below), each liability of Seller and
each liability to which an asset of Seller is subject will have
been incurred by Seller in the ordinary course of business and no
such liability will have been incurred in anticipation of the
Merger. In addition, at the time of the Merger and except with
regard to Transaction Costs, Seller will not, directly or
indirectly, have paid (or loaned) any amount or incurred any
liability to or for the benefit of, or assumed or cancelled any
liability of, any Seller stockholder in connection with the Merger.
For purposes of this representation, (a) the term "Seller" shall be
deemed also to refer to each other member of the Seller Affiliated
Group, (b) the term "liability" shall include any undertaking to
pay or to cause the reduction, release, or extinguishment of, any
obligation, without regard to whether any such undertaking or
obligation is contingent or legally enforceable (for example and
without limitation, the term "liability" includes an unenforceable
agreement to cause the repayment of an obligation guaranteed by a
Seller stockholder or to cause by other means the release of such
guaranty), and (c) the term "Transaction Costs" shall mean amounts
paid or liabilities incurred in connection with the Merger (i) to
dissenters, if any, (ii) for legal, accounting, and investment
banking and/or advisor services rendered to Seller or to any other
member of the Seller Affiliated Group, if any, and (iii) as
compensation to any employee of Seller or of any other member of
the Seller Affiliated Group for services rendered in the ordinary
course of his or her employment.

(5) Before the Merger, Seller will not have outstanding any
warrants, options, convertible securities, or any other type of
right (including any preemptive right) pursuant to which any person
could acquire stock in Seller that, if exercised or converted after
the Merger, would affect MBI's retention of control of Ameribanc
(within the meaning of section 368(c) of the Code).

<PAGE> 13

(6) Expenses, if any, that are incurred in connection with
the Merger and are properly attributable to Seller's stockholders
will be paid by those stockholders and not by Seller. With the
exception of those printing, mailing and filing expenses described
in Section 5.08 of the Agreement, Seller will pay its own expenses
that are incurred in connection with the Merger.

(7) No indebtedness between Seller or any other member of the
Seller Affiliated Group, on the one hand, and Ameribanc, MBII or
MBI or any other member of MBI's "affiliated group" (defined as
above), on the other hand, exists or will exist prior to the Merger
that (a) was issued or acquired at a discount, (b) will be settled,
as a result of the Merger, at a discount, or (c) will result in the
recognition of gain under Treasury Regulation Section 1.1502-13(g).
No "installment obligation" (as the quoted term is defined for
purposes of Code section 453B), between Seller, on the one hand,
and Ameribanc, on the other hand, exists or will exist prior to the
Merger that will be extinguished as a result of the Merger.

(8) The fair market value of the assets of Seller to be
transferred to Ameribanc will exceed the sum of the amount of
liabilities to be assumed by Ameribanc, plus the amount of
liabilities, if any, to which the assets to be transferred are
subject.

(9) The payment of cash in lieu of fractional shares of MBI
Common Stock will be solely for the purpose of avoiding the expense
and inconvenience to MBI of issuing fractional shares and will not
represent separately bargained-for consideration. The total cash
consideration that will be paid in the Merger to the Seller
stockholders in lieu of fractional shares of MBI Common Stock will
not exceed one percent of the total consideration that will be
issued in the transaction to the Seller stockholders in exchange
for their shares of Seller Common Stock. The fractional share
interests of each Seller stockholder will be aggregated, and no
Seller stockholder will receive cash in lieu of fractional share
interests in an amount equal to or greater than the value of one
full share of MBI Common Stock.

(10) None of the compensation paid or accrued before the
Merger to or for the benefit of any Seller stockholder-employee
will be separate consideration for, or allocable to, any of his or
her shares of Seller Common Stock; none of the shares of MBI Common
Stock received in the Merger by any Seller stockholder-employee
will be separate consideration for, or allocable to, any employment
agreement; and all compensation paid or accrued before the Merger
to or for the benefit of any Seller stockholder-employee will be
for services actually rendered in the ordinary course of his or her
employment and will be commensurate with amounts paid to third
parties bargaining at arm's length for similar services.

(11) To the best knowledge of the undersigned, (i) all
payments made to dissenters and all cash payments made in lieu of
fractional shares of MBI Common Stock will be funded with assets of MBI,

<PAGE> 14

and (ii) no such payments will be funded with Seller assets.

(12) With regard to the Rights Agreement by and between Seller
and Continental Bank, N.A., as rights agent, dated as of December
12, 1990 (the "Rights Agreement"), no "Record Date" or "Separation
Time" (as the quoted terms are defined in the Rights Agreement) has
occurred, and the Merger will not cause the occurrence of a Record
Date or Separation Time.

(13) Seller meets the requirements of Code section
368(a)(2)(F) or is not an investment company as defined in Code
section 368(a)(2)(F)(iii) and (iv).

(14) The Northwest Illinois Bancorp, Inc. 1989 Nonqualified
Stock Option Plan, as adopted in January 1989 and amended in April
1991 (the "Plan"), is the only arrangement (written or otherwise)
under which options or other rights to acquire or receive stock or
other equity of any member of the Seller Affiliated Group ("Plan
Options") are outstanding, with the exception of the "Option" (as
the quoted term is defined in that certain Stock Option Agreement,
dated March 19, 1996 by and between Seller and MBI). The Plan
constitutes a complete and accurate description of the terms of
each outstanding Plan Option. No amendments or modifications,
whether written or otherwise, have been made to the Plan (with the
exception of the 1991 amendment described above).

(15) Schedule 2.03 to the Merger Agreement is a complete list
of outstanding Plan Options and the beneficial owners thereof.
Each such owner is the original grantee of the Plan Options set
forth beside such owner's name on Schedule 2.03. Each outstanding
Plan Option is an "option" for purposes of Treas. Reg. Section
1.83-7. From the time of grant until the Effective Date, no Plan
Option has had a "readily ascertainable fair market value" for
purposes of Code section 83. No outstanding Plan Option has been
altered, modified, amended, exchanged, cancelled or otherwise
disposed. To the best knowledge of the undersigned, no holder of
Plan Options has taken any action (or failed to take any action)
where such action (or failure to take such action) would be
inconsistent with the representations contained in this
representation (15).

(16) With the exception of the omission of information
concerning the Plan in Schedule 2.03 to the Agreement, no material
terms or conditions of the Agreement (including the schedules and
exhibits thereto) have been waived or modified, and neither Seller
nor any other member of the Seller Affiliated Group has any plan or
intention to waive or modify any such material terms or conditions.
With the exception of Schedule 2.03, all Schedules to the Agreement
are true, accurate and complete. The Agreement represents the
complete agreement among MBI, MBII, Ameribanc and Seller regarding
the Merger.

<PAGE> 15

IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of Seller this ----- day of ---------------, 1996.

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

<PAGE> 16

Exhibit C

STOCKHOLDER CERTIFICATE
-----------------------

The undersigned stockholder of TODAY'S BANCORP, INC., a
Delaware corporation ("TODAY'S"), [STOCKHOLDER'S NAME], a holder of
---------------------
* shares of common stock, par value $5.00 per share HEREBY
- -----
CERTIFIES that (a) I am familiar with the terms and conditions of
the Agreement and Plan of Merger by and among Mercantile
Bancorporation Inc., a Missouri corporation ("MBI"), TODAY'S and a
wholly owned subsidiary of MBI ("Merger Sub"), dated March 19,
1996, and (b) I am aware that (i) this Certificate will be relied
on by Thompson Coburn, counsel for MBI, in rendering its opinion to
Seller that the merger of Seller with and into Merger Sub (the
"Merger") will constitute a reorganization within the meaning of
section 368(a)(1) of the Internal Revenue Code of 1986, as amended,
and (ii) the representations and undertaking recited herein will
survive the Merger.

The undersigned HEREBY FURTHER CERTIFIES that the undersigned
has no plan, intention or arrangement (including any option or
pledge) to sell, exchange or otherwise dispose of any of the MBI
common stock, par value $5.00 per share ("MBI Common Stock"), to be
received as consideration in the Merger, whether or not such shares
of MBI Common Stock are received in conjunction with a cash
distribution, with the exception of any fractional share of MBI
Common Stock to be exchanged for cash pursuant to the Merger.

IN WITNESS WHEREOF, the undersigned has executed this
Certificate, or caused this certificate to be executed by its duly
authorized representative, this ----- day of ---------------, 1996.

-------------------------------------------
Signature of Stockholder

<PAGE> 1
Exhibit 23.2
------------

[Letterhead of The Chicago Corporation]

CONSENT OF THE CHICAGO CORPORATION
----------------------------------

We hereby consent to the use of our opinion letter to
the Board of Directors of TODAY'S BANCORP, INC. included as Annex
B to the Proxy Statement-Prospectus which forms a part of the
Registration Statement on Form S-4, relating to the proposed merger
of Mercantile Bancorporation Inc. and TODAY'S BANCORP, INC. and to
the references to our firm and such opinion in such Proxy
Statement-Prospectus. In giving such consent, we do not admit that
we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or to
the rules and regulations of the Securities and Exchange Commission
thereunder, nor do we thereby admit that we are experts with
respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.

/s/ The Chicago Corporation

August 7, 1996

<PAGE> 1

Exhibit 23.3
------------

Independent Auditors' Consent
-----------------------------

To 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
August 8, 1996

<PAGE> 1

Exhibit 23.4
------------

The Board of Directors
TODAY'S BANCORP, 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

Chicago, Illinois
August 5, 1996

<PAGE> 1

Exhibit 23.5

[letterhead of Coopers & Lybrand]

Consent of Independent Accountants

We consent to the incorporation by reference in the registration
statement of MERCANTILE BANCORPORATION INC. on Form S-4 of our
report dated January 24, 1994, on our audit of the consolidated
statements of income, cash flows and changes in capital of TODAY'S
BANCORP, INC. (formerly known as Northwest Illinois Bancorp, Inc.)
for the year ended December 31, 1993, which report is included in
the 1995 Annual Report on Form 10-K of TODAY'S BANCORP, INC. We
also consent to the reference to our firm under the caption
"Experts."

/s/ Coopers & Lybrand LLP

Milwaukee, Wisconsin
August 7, 1996