<PAGE> 1
As Filed with the Securities and Exchange Commission on March 10, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________
MERCANTILE BANCORPORATION INC.
(Exact name of registrant as specified in charter)
MISSOURI 43-0951744
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 524
ST. LOUIS, MISSOURI 63166-0524
(Address of principal executive offices) (Zip Code)
__________
MERCANTILE BANCORPORATION INC.
AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN
AND
MERCANTILE BANCORPORATION INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
AND
MERCANTILE BANCORPORATION INC.
VOLUNTARY DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE AFFILIATE DIRECTORS AND ADVISORY DIRECTORS
(Full title of the plans)
__________
____________________________________
JON W. BILSTROM, ESQ.
GENERAL COUNSEL
MERCANTILE BANCORPORATION INC.
P. O. BOX 524
ST. LOUIS, MISSOURI 63166-0524
(Name and address of agent for service)
TELEPHONE: (314) 425-2525
__________
Copy to:
JOHN Q. ARNOLD ROBERT M. LAROSE, ESQ.
VICE CHAIRMAN & CHIEF FINANCIAL OFFICER THOMPSON COBURN
MERCANTILE BANCORPORATION INC. ONE MERCANTILE CENTER
P.O. BOX 524 ST. LOUIS, MISSOURI 63101
ST. LOUIS, MISSOURI 63166-0524 (314) 552-6000
(314) 425-2525
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
REGISTERED REGISTERED OFFERING PRICE PER OFFERING PRICE<F2> FEE
SHARE<F2>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value<F1> 787,500 shares $54.00 $42,525,000 $12,545
====================================================================================================================================
<FN>
<F1> Includes one attached Preferred Share Purchase Right per share.
<F2> Estimated solely for purposes of computing the Registration Fee
pursuant to the provisions of Section 457(c), based upon the average
of the high and low sale prices of common stock, $0.01 par value, of
the Registrant as reported on the New York Stock Exchange on March
6, 1998.
</TABLE>
<PAGE> 2
The undersigned Registrant hereby files this Registration Statement on
Form S-8 (the "Registration Statement") to register 787,500 shares of
Mercantile Bancorporation Inc. ("Mercantile" or the "Company") common stock,
$0.01 par value, and attached Preferred Share Purchase Rights of Mercantile, for
issuance to optionees under (i) the Mercantile Bancorporation Inc. Voluntary
Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory
Directors (the "1996 Plan"), (ii) the Mercantile Bancorporation Inc. Amended
and Restated Voluntary Deferred Compensation Plan (the "1997 Plan") and (iii)
the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan
for Non-Employee Directors (the "1998 Plan" and, together with the 1996 Plan
and the 1997 Plan, the "Mercantile Plans"). Of the 787,500 shares registered
by this Registration Statement, 240,000, 210,000 and 337,500 shares are
registered for issuance pursuant to the 1996 Plan, the 1997 Plan and the 1998
Plan, respectively.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 are
incorporated herein by reference:
(a) Mercantile's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by Form 10-K/A.
(b) Mercantile's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) Mercantile's Current Reports on Form 8-K dated April 25, 1997 (as
amended by Form 8-K/A dated may 22, 1997), May 13, 1997, July
1, 1997, January 10, 1998, January 30, 1998 and two reports
dated September 25, 1997.
(d) The description of Mercantile's Common Stock set forth in Item 1
of Mercantile'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 document filed with the Commission by Roosevelt Financial
Group, Inc. ("Roosevelt") under the Exchange Act is incorporated herein by
reference: Annual Report on Form 10-K for the year ended December 31, 1996,
as amended on Form 10-K/A on March 14, 1997 and on Form 10-K/A-2 on April 29,
1997.
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 the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and made a
part hereof from the date any such document is filed. The information
relating to the Company contained in this Registration Statement does not
purport to be complete and should be read together with the information in
the documents incorporated by reference herein. Any statement contained
herein or in a document incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that a subsequent
statement contained herein or in any other subsequently filed document
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each
person to whom a Prospectus with respect to the Plans is delivered, upon
written or oral request of such person, a copy of any and all of the
information incorporated by reference in the Registration Statement, excluding
exhibits unless such exhibits are specifically incorporated by reference.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri provide that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of
- 2 -
<PAGE> 3
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful,
except that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(3) provides that,
to the extent that a director, officer, employee or agent of the corporation
has been successful in the defense of any such action, suit or proceeding or
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in connection
with such action, suit or proceeding. Section 351.355(7) provides that a
corporation may provide additional indemnification to any person
indemnifiable under subsection (1) or (2), provided such additional
indemnification is authorized by the corporation's articles of incorporation
or an amendment thereto or by a shareholder-approved bylaw or agreement, and
provided further that no person shall thereby be indemnified against conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct or which involved an accounting for profits
pursuant to Section 16(b) of the Securities Exchange Act of 1934.
Article 12 of the Restated Articles of Incorporation of the Registrant
provides that the Registrant shall extend to its directors and executive
officers the indemnification specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it may
extend to other officers, employees and agents such indemnification and
additional indemnification.
Pursuant to directors' and officers' liability insurance policies, with
total annual limits of $30,000,000, the Registrant's directors and officers
are insured, subject to the limits, retention, exceptions and other terms and
conditions of such policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers of the Registrant, individually or
collectively, or any matter claimed against them solely by reason of their
being directors or officers of the Registrant.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.
Item 8. Exhibits.
--------
See Exhibit Index located at page 7 hereof.
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) 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;
- 3 -
<PAGE> 4
(iii) To include any material information with respect to
the plan of distribution previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) 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.
(3) 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.
(b) 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.
(c) 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 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.
- 4 -
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on
March 9, 1998.
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-8 relating to the Mercantile
Bancorporation Inc. Voluntary Deferred Compensation Plan for Non-Employee
Affiliate Directors and Advisory Directors, the Mercantile Bancorporation
Inc. Amended and Restated Voluntary Deferred Compensation Plan and the
Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for
Non-Employee Directors 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
--------- ----- ----
<S> <C> <C>
/s/ Thomas H. Jacobsen
- ------------------------------ Chairman of the Board, March 9, 1998
Thomas H. Jacobsen President and Chief Executive
Principal Executive Officer Officer
/s/ John Q. Arnold
- ------------------------------ Vice Chairman and March 9, 1998
John Q. Arnold Chief Financial Officer
Principal Financial Officer
/s/ Michael T. Normile
- ------------------------------ Senior Vice President - Finance March 9, 1998
Michael T. Normile and Control
Principal Accounting Officer
/s/ Richard E. Beumer
- ------------------------------ Director March 9, 1998
Richard E. Beumer
/s/ Harry M. Cornell, Jr.
- ------------------------------ Director March 9, 1998
Harry M. Cornell, Jr.
- 5 -
<PAGE> 6
- ------------------------------ Director March , 1998
Dr. Henry Givens, Jr.
/s/ William A. Hall
- ------------------------------ Director March 9, 1998
William A. Hall
/s/ Thomas A. Hays
- ------------------------------ Director February 20, 1998
Thomas A. Hays
/s/ Frank Lyon, Jr.
- ------------------------------ Director March 9, 1998
Frank Lyon, Jr.
/s/ Robert W. Murray
- ------------------------------ Director March 9, 1998
Robert W. Murray
/s/ Harvey Saligman
- ------------------------------ Director March 9, 1998
Harvey Saligman
/s/ Craig D. Schnuck
- ------------------------------ Director March 9, 1998
Craig D. Schnuck
/s/ Alvin J. Siteman
- ------------------------------ Director March 9, 1998
Alvin J. Siteman
/s/ Robert L. Stark
- ------------------------------ Director February 20, 1998
Robert L. Stark
/s/ Patrick T. Stokes
- ------------------------------ Director March 9, 1998
Patrick T. Stokes
/s/ John A. Wright
- ------------------------------ Director February 19, 1998
John A. Wright
</TABLE>
- 6 -
<PAGE> 7
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit No. Page
---------- ----
<C> <S> <C>
4.1 Form of Indenture Regarding Subordinated Securities between the
Company and The First National Bank of Chicago, Trustee,
filed as Exhibit 4.1 to the Company's Report on Form 8-K
dated September 24, 1992, is incorporated herein by
reference.
4.2 Rights Agreement dated as of May 23, 1988 between the Company
and Mercantile Bank, as Rights Agent (including as exhibits
thereto the form of Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock
and the form of Right Certificate), filed as Exhibits 1 and
2 to the Company's Registration Statement No. 0-6045 on Form
8-A, dated May 24, 1988, is incorporated herein by
reference.
4.3 Form of Indenture Regarding Senior Debt Securities, filed as
Exhibit 4.1 to the Company's Registration Statement on Form
S-3 (No. 333-25775), is incorporated herein by reference.
4.4 Form of Indenture Regarding Subordinated Debt Securities, filed
as Exhibit 4.2 to the Company's Registration Statement on
Form S-3 (No. 333-25775), is incorporated herein by
reference.
4.5 Indenture, dated February 4, 1997, First Supplemental
Indenture, dated February 4, 1997, and Supplemental
Indenture of First Supplemental Indenture, dated May 22,
1997, between the Company, as issuer, and The Chase
Manhattan Bank, as Indenture Trustee, filed as Exhibits 4.5,
4.6 and 4.12, respectively, to the Company's Registration
Statement on Form S-4 (No. 333-25131), are incorporated
herein by reference.
5.1 Opinion of Thompson Coburn as to the legality of the securities
being registered.
10.1 Mercantile Bancorporation Inc. Amended and Restated Voluntary
Deferred Compensation Plan.
10.2 Mercantile Bancorporation Inc. Amended and Restated Stock
Incentive Plan for Non-Employee Directors.
10.3 Mercantile Bancorporation Inc.Voluntary Deferred Compensation
Plan for Non-Employee Affiliate Directors and Advisory
Directors.
23.1 Consent of KPMG Peat Marwick LLP with regard to use of its
report on the Company's financial statements.
23.2 Consent of KPMG Peat Marwick LLP with regard to the use of its
report on the financial statements of Roosevelt Financial
Group, Inc.
23.3 Consent of Thompson Coburn (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page hereto).
</TABLE>
- 7 -
<PAGE> 1
March 10, 1998
Mercantile Bancorporation Inc.
P.O. Box 524
St. Louis, Missouri 63166-0524
Re: Form S-8 -- 787,500 Shares of Mercantile Bancorporation Inc. Common
Stock, $0.01 Par Value and attached Preferred Share Purchase Rights of
Mercantile Bancorporation Inc.
----------------------------------------------------------------------
Ladies and Gentlemen:
We refer you to the Registration Statement on Form S-8 filed by Mercantile
Bancorporation Inc. (the "Company") on March 10, 1998 (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 787,500 shares of the Company's common stock, $0.01 par
value (the "Shares"), and attached Preferred Share Purchase Rights of
Mercantile, for issuance to optionees under (i) the Mercantile Bancorporation
Inc. Voluntary Deferred Compensation Plan for Non-Employee Affiliate Directors
and Advisory Directors (the "1996 Plan"), (ii) the Mercantile Bancorporation
Inc. Amended and Restated Voluntary Deferred Compensation Plan (the "1997
Plan") and (iii) the Mercantile Bancorporation Inc. Amended and Restated Stock
Incentive Plan for Non-Employee Directors (the "1998 Plan" and, together with
the 1996 Plan and the 1997 Plan, the "Mercantile Plans"). 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 Plans,
certificates received from state officials and statements we have received from
officers and representatives of the Company. In delivering this opinion, we
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, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of Missouri; and
2. The Shares to be issued by the Company pursuant to the Registration
Statement have been duly authorized by the Company and, when issued by the
Company in accordance with the Plans, will be duly and validly issued and
will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thompson Coburn
<PAGE> 1
MERCANTILE BANCORPORATION INC.
AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN
WHEREAS, Mercantile Bancorporation Inc. (the "Company") adopted
effective as of June 1, 1994, the Mercantile Bancorporation Voluntary
Deferred Compensation Plan (the "Plan"); and
WHEREAS, the Company desires to amend said Plan effective as of May 21,
1997.
NOW, THEREFORE, the Plan is hereby amended and restated in its
entirety, effective as of May 21, 1997 as hereinafter set forth and as so
amended and restated is hereby designated the Mercantile Bancorporation Inc.
Amended and Restated Voluntary Deferred Compensation Plan.
1. PURPOSE
The purpose of the Mercantile Bancorporation Inc. (the "Company")
Voluntary Deferred Compensation Plan (the "Plan") is to provide key
employees with an opportunity to defer compensation to be earned by
them from the Company or any Affiliated Company in accordance with
the terms and conditions set forth herein.
2. EFFECTIVE DATE
The Plan shall be effective as of June 1, 1994.
3. PLAN ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") of and
appointed by the Board of Directors of the Company consisting of
three or more non-employee Directors, each of whom is considered to
be an "outside director" as contemplated by Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), or any
successor provisions. The Committee shall have full and exclusive
power to interpret the Plan and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or
proper, all of which power shall be executed in the best interests of
the Company and in keeping with the objectives of the Plan. This
power includes, but is not limited to, selecting compensation
eligible for deferral, selecting eligible Participants, establishing
all deferral terms and conditions and adopting modifications,
amendments, forms and procedures, as may be necessary to comply with
provisions of any applicable regulatory rulings.
4. ELIGIBILITY
The Committee shall have the authority to select among the management
or highly compensated employees of the Company or any Affiliated
Company those employees who shall be eligible to participate in the
Plan (the "Participant" or "Participants"). "Affiliated Company"
means any entity that is directly or indirectly controlled by the
Company or any entity in which the Company has a significant equity
interest, as determined by the Committee.
- 1 -
<PAGE> 2
5. ELECTION TO DEFER COMPENSATION
(a) For the calendar year 1994, a Participant may make an election
before May 30, 1994, to defer the receipt of part or all of his
base compensation to be received after June 1, 1994, for
services performed in 1994. Elections with respect to
compensation for calendar years after 1994 are described below.
(b) For each calendar year beginning after 1994, a Participant may
make an election to defer the receipt of all or part of his
compensation. The compensation to be received after 1994 to
which a deferral election may relate is a specified portion of
such Participant's compensation (including bonuses or other
incentive compensation) for services to be rendered to the
Company or any Affiliated Company by such Participant for such
calendar year or a subsequent calendar year or years.
(c) An election to defer base compensation must be made by November
30 of the calendar year preceding the year in which the
services will be performed for which the compensation will be
earned.
(d) An election to defer compensation other than base compensation
and other than compensation described in subparagraph (e),
below, must be made by December 31 of the calendar year
preceding the year in which the services will be performed for
which the compensation will be earned.
(e) To defer compensation which is to be paid under a program which
is measured by performance and under which the first payment
cannot be made for at least 25 months after the first month in
which services are performed to which the payment relates, an
election must be made at least 25 months before the first month
in which such compensation may be paid.
(f) The period of deferral shall be of such number of years or until
the occurrence of such event (e.g., retirement, disability,
Change in Control) as the Participant shall elect. The period
of time between the first crediting to the Participant's
Deferred Compensation Account and the final payment hereunder
shall be known as the "Deferral Period."
6. DEFERRAL OF NONDEDUCTIBLE COMPENSATION AMOUNTS
In the event all or any portion of a Participant's Compensation
(including but not limited to his Final Award, as that term is
defined in the Mercantile Bancorporation Inc. Amended and Restated
Executive Incentive Compensation Plan but excluding amounts described
in Section 9(d) of the Plan) is determined not to be deductible to
the Company as contemplated by Code Section 162(m), all or any
portion of such amount which is not so deductible shall be deferred
at the sole discretion and election of the Committee ("Nondeductible
Compensation Amount") and credited to an account designated "Deferred
Nondeductible Compensation Account." Such Participant shall, prior
to December 31 of the calendar year preceding the calendar year in
which such Nondeductible Compensation Amount is earned, elect the
form of payment and the date as of which such Nondeductible
Compensation Amount shall be paid, which date shall not be earlier
than the date such Nondeductible Compensation Amount is deductible to
the Company pursuant to Code Section 162(m); provided however, that
for the calendar year 1997, a Participant shall make such election
not later than June 30, 1997.
- 2 -
<PAGE> 3
7. ESTABLISHMENT OF ACCOUNTS
(a) Deferred Compensation Account
At the time of the Participant's initial election to defer
pursuant to Section 5, the Company shall establish an account
(a "Deferred Compensation Account") for such Participant, which
Deferred Compensation Account shall be credited with the
Participant's deferred amounts and earnings thereon.
(b) Deferred Nondeductible Compensation Account
At the time a Participant's Nondeductible Compensation Amount is
determined not to be deductible pursuant to Code Section
162(m), the Company shall establish an account (a "Deferred
Nondeductible Compensation Account") for such Participant,
which Deferred Nondeductible Compensation Account shall be
credited with the Participant's Nondeductible Compensation
Amount and earnings thereon.
(c) The Deferred Compensation Account and the Deferred Nondeductible
Compensation Account shall consist of a cash subaccount and a
stock unit subaccount. Deferred amounts shall be credited to
the cash subaccount or to the stock unit subaccount, as elected
by the Participant. (For the election made for 1994 by a
Reporting Person who elects to have an amount credited to the
stock unit subaccount, amounts deferred shall be credited to
the cash subaccount until December 1, 1994, where they shall
receive additions as provided for in Section 7, and the portion
of the cash subaccount attributable thereto shall be removed
from the cash subaccount as of December 1, 1994, and shall be
credited to the stock unit subaccount.) Each stock unit
("Stock Unit") shall be equivalent to one share of Common Stock
of the Company ("Share"). Deferred amounts, if they are
credited to the stock unit subaccount, shall be maintained as
Stock Units. The balance of the Deferred Compensation Account
and the Deferred Nondeductible Compensation Account as of any
date is the aggregate of the cash subaccount and the stock
subaccount within such Deferred Compensation Account and the
Deferred Nondeductible Compensation Account as of such date.
The balance of each cash subaccount shall be expressed in
United States dollars. The balance of each stock unit
subaccount shall be expressed in the number of Shares deemed
credited to such subaccount, with fractional Shares calculated
to three decimal places.
(d) As of the last business day of each month thereafter (or as of a
dividend payment date, if applicable), the deferred amounts and
any additions thereto as provided for in Section 8, shall be
credited to the Participant's Deferred Compensation Account and
Deferred Nondeductible Compensation Account. The number of
Stock Units credited to the stock unit subaccount shall be
equal to the quotient of the deferred amount divided by the
Fair Market Value, as defined herein, on such date.
8. ADDITIONS TO ACCOUNTS
(a) Each Participant shall, at the time of making an election to
defer the receipt of compensation under the Plan, (i) elect the
portion of such Participant's deferred amount for such calendar
year which shall be credited to the cash subaccount and to the
stock unit subaccount within the Participant's Deferred
Compensation Account, and (ii) select from a list of investment
vehicles prescribed by the Committee the particular vehicle to
be used as the measure of changes in the value ("Index") of
amounts credited to the cash subaccount. The amount of a
Participant's deferral
- 3 -
<PAGE> 4
amounts for a month shall be credited to a Participant's
Deferred Compensation Account as of the first day of the next
succeeding month following the date such deferral amounts would
have been paid absent the election to defer such amounts.
(b) Each Participant shall at the time of making the election
provided in Section 6 of the Plan, (i) elect the portion of
such Participant's Nondeductible Compensation Amount which
shall be credited to the cash subaccount and to the stock unit
subaccount, and (ii) select from a list of investment vehicles
described by the Committee the particular vehicle to be used as
the measure of changes in the value ("Index") of amounts
credited to the cash subaccount.
(c) Adjustment of the cash subaccount shall be made as of the dates
prescribed in Section 7. The Committee shall establish
procedures with respect to the election by a Participant to
select the Index, and to change the Index, applicable to the
cash subaccount, and may provide procedures which permit
different Indexes to apply to separate parts of a subaccount.
(d) After a Participant's election pursuant to Section 8(a) and (b)
relating to the portion of the deferred amounts which are
credited to the cash subaccount and to the stock unit
subaccount, a Participant may not thereafter change the portion
of such Participant's Deferred Compensation Account and
Deferred Nondeductible Compensation Account which is credited
to the cash subaccount and to the stock unit subaccount.
(e) Such deferral amounts shall be credited to a stock unit
subaccount as of the date such deferral amounts would have been
paid to the Participant absent the election to defer such
amounts, and thereupon converted to Stock Units at the Fair
Market Value of a Share as of such date. Stock Units shall be
credited with an amount equal to the dividends as and when paid
on the Shares and contemporaneously and on the same terms
deemed to be reinvested in additional Stock Units.
(f) Notwithstanding anything to the contrary contained elsewhere in
this Plan, no Participant (a "Reporting Person") who is subject
to Section 16 ("Section 16") of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), shall make any election
to defer compensation into the stock unit subaccount under this
Plan within six months of an election to transfer amounts
credited to such Participant's stock or stock unit account or
subaccount into the Participant's cash account or subaccount
under any other Company plan or to receive distributions from
any stock or stock unit account or subaccount under any other
Company plan.
9. PAYMENT OF ACCOUNTS
(a) Deferred Compensation Account
Except as otherwise provided in subsections (d), (e) and (f)
below, the Participant's Deferred Compensation Account shall be
paid or commence to be paid to the Participant, as soon as
practicable, after the earliest to occur of the following:
(i) the Participant's death;
- 4 -
<PAGE> 5
(ii) the Participant's retirement pursuant to the terms of the
current retirement policy of the Company, or termination
from employment with the Company and all Affiliated
Companies for any other reason other than death or
retirement;
(iii) the commencement date selected by the Participant at the
time of the initial election to defer such amount; or
(iv) a Change in Control of the Company.
The Participant may elect to receive payment of the Deferred
Compensation Account either (i) in a lump sum, or (ii) in such
number (not to exceed 120) of approximately equal monthly
installments as the Participant shall elect. Such election
shall be made at the time of the initial election to defer such
amount. In the absence of an election by the Participant, the
Committee shall determine the manner of payment.
(b) The Participant's Deferred Nondeductible Compensation Account
shall be paid or commence to be paid to the Participant, as soon
as practicable, after the earlier to occur of the following:
(1) the Participant's death;
(2) the Participant's retirement pursuant to the terms of the
current retirement policy of the Company;
(3) the Participant's termination of employment with the
Company and all Affiliated Companies due to disability,
provided that such Participant is eligible for benefits
under the Company's long-term disability program in effect
on the date of such disability;
(4) the commencement date selected by the Participant; or
(5) Change in Control of the Company.
Notwithstanding anything to the contrary contained elsewhere in
this Plan, if the date on which a Participant's Deferred
Nondeductible Compensation Account is to be paid pursuant to
Section 8(b)(1), (2), (3), or (4) above is earlier than the
date on which such Nondeductible Compensation is deductible to
the Company pursuant to Code Section 162(m), the payment of
such Participant's Deferred Nondeductible Compensation Account
shall be made as soon as practicable after the date such
Nondeductible Compensation is deductible to the Company
pursuant to Code Section 162(m). The Participant may elect to
receive payment of the Deferred Nondeductible Compensation
Account either (i) in a lump sum, or (ii) in such number (not
to exceed 120) of approximately equal monthly installments as
the Participant shall elect. Such election shall be made at
the time specified in Section 6. In the absence of an election
by the Participant, the Committee shall determine the manner of
payment.
(c) The Participant's Deferred Compensation Account and Deferred
Nondeductible Compensation Account shall be paid out in the
following manner:
- 5 -
<PAGE> 6
(i) amounts credited to the cash subaccount shall be paid, net
of withholding tax obligations, in cash; and
(ii) amounts credited to the stock unit subaccount shall be
paid, net of withholding tax obligations, in Shares,
except that fractional Shares shall be paid out in cash.
Such Shares shall be paid from the available Shares under
the Company's 1991 Employee Incentive Plan, 1994 Stock
Incentive Plan, or any other shareholder-approved stock
plan maintained by the Company, or open market purchases,
as determined by the Committee. In the absence of such a
shareholder-approved plan, the Committee may unilaterally
decide the form of payment or delay the timing of payment
in consideration of Securities and Exchange Commission and
other regulatory implications.
(d) The Committee shall have the unilateral right to delay the timing
of any payment under the Plan in the event such payment would
not be tax deductible to the Company as a result of the effects
of Code Section 162(m), or any successor section. In the event
of such delay in payment, payment shall be made at the first
time when such payment would be tax deductible to the Company,
but no later than three years following the Participant's
termination of employment with the Company.
(e) Anything contained in this Section to the contrary
notwithstanding, in the event, a Participant, or after the
Participant's death, such Participant's beneficiary, incurs a
severe financial hardship occasioned by accident, illness,
disability or other emergency beyond the control of the
Participant or, if applicable, the Participant's beneficiary, the
Committee, in its sole discretion and upon written application of
such Participant or beneficiary, may direct immediate payment of
all or a portion of the then current value of such Participant's
Deferred Compensation Account; provided that such payment shall
in no event exceed the amount necessary to alleviate such
financial hardship. A Participant receiving such payment shall
not be entitled to make further deferrals under the Plan for a
period of six months following such payment, and any deferral
election in effect at the time of a hardship withdrawal shall be
suspended for six months.
(f) In the event a Participant's employment with the Company and all
Affiliated Companies ends by reason of a Good Cause Event (or
for a reason which becomes a Good Cause Event as defined in
subsection (h)(iii), below) which the Committee determines
involves, or may involve, a loss to the Company or an Affiliated
Company, no payment shall be made under this Plan,
notwithstanding anything contained in subsection (a)(iii),
above, until the fact and the amount, if any, of such loss have
been determined to the satisfaction of the Committee, and then
payments shall be made hereunder only to the extent that the
amounts payable exceed the amount, if any, of the loss to the
Company and all Affiliated Companies which has not been restored
by the Participant from other sources. Pending the
determination by the Committee of the fact and the amount, if
any, of any such loss, the Company and all Affiliated Companies
shall have a lien upon any amounts due to the Participant under
this Plan.
(g) The term "Change in Control" shall mean:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the
- 6 -
<PAGE> 7
Exchange Act) of 20% or more of either (A) the then
outstanding Shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall
not constitute a Change of Control: (A) any acquisition
directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (B) any
acquisition by the Company, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its affiliated
companies or (D) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (A), (B), and (C) of
subsection (iii) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (A) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to
such reorganization, merger or consolidation beneficially
own, directly or indirectly, more than 50% of,
respectively, the then outstanding Shares of common stock
and the combined voting power of the then outstanding
voting securities entitled to vote generally in the
election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or
consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization,
merger or consolidation of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the
case may be, (B) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or
of the corporation resulting from such reorganization,
merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or
consolidation, directly or indirectly, 20% or more of the
Outstanding Company Common Stock or Outstanding Voting
Securities, as the case may be) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then
outstanding Shares of common stock of the corporation
resulting from reorganization, merger or consolidation or
the combined voting power of the then outstanding voting
securities of such corporation and (C) at least a majority
of the members of
- 7 -
<PAGE> 8
the board of directors of the corporation resulting from
such reorganization, merger or consolidation were members
of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger
or consolidation; or
(iv) Approval by the shareholders of the Company of (A) a
complete liquidation or dissolution of the Company or (B)
the sale or other disposition of all or substantially all
of the assets of the Company, other than to a corporation,
with respect to which following such sale or other
disposition, (I) more than 50% of, respectively, the then
outstanding Shares of common stock of such corporation and
the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally
in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to
such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as
the case may be, (II) no Person (excluding the Company and
any employee benefit plan (or related trust) of the Company
or of such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, 20% or
more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) then
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding Shares of common stock
of such corporation and the combined voting power of the
then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and
(III) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement
or action of the Board providing for such sale or other
disposition of assets of the Company.
(h) The term "Good Cause Event" shall mean:
(i) an act or acts of personal dishonesty done by the
Participant and intended to result in substantial personal
enrichment of the Participant at the expense of the Company
or an Affiliated Company,
(ii) repeated violations by the Participant of the Participant's
obligations under any employment agreement which are
demonstrably willful and deliberate on the Participant's
part and which are not remedied in a reasonable period of
time after receipt of written notice from the Company or an
Affiliated Company, or
(iii) the conviction of the Participant of a felony involving
moral turpitude.
The determination of whether or not a Good Cause Event has
occurred shall be made by the Committee in its sole and absolute
discretion.
(i) Notwithstanding anything to the contrary contained elsewhere in
this Plan, no payment of an account may be made to a Participant
who is a Reporting Person if
- 8 -
<PAGE> 9
such payment results from a subsequent election by the
Participant to (i) change the commencement date for payment
chosen at the time of the initial election to defer
compensation; (ii) choose the installment payment plan instead
of a lump sum payment; or (iii) change the installment payment
schedule, unless such payment has been specifically approved in
advance by: (A) the Board of Directors of the Company; (B) a
committee of the Board of Directors of the Company that is
comprised solely of two or more Non-Employee Directors (as
contemplated by Rule 16b-3 under Section 16 ("Rule 16b-3"); or
(C) either: (I) the affirmative vote of the holders of a
majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in
accordance with the applicable laws of the State of Missouri; or
(II) the written consent of the holders of a majority of the
securities of the Company so entitled to vote.
10. PARTICIPANT REPORTS
The Committee shall make appropriate reports to the Participant
concerning the status of such Participant's Deferred Compensation
Account and Deferred Nondeductible Compensation Account.
11. TRANSFERABILITY OF INTEREST
The right to receive a payment under this Plan is not assignable or
transferable and shall not be subject to any encumbrances, liens,
pledges or charges of the Participant or to claims of such
Participant's creditors. Any attempt to assign, transfer, hypothecate
or attach any rights with respect to or derived from any payment shall
be null and void and of no force and effect whatsoever.
12. DESIGNATION OF BENEFICIARIES
A Participant may designate in writing a beneficiary or beneficiaries
to receive any distribution under the Plan which is made after the
Participant's death, provided, however, that if at the time any such
distribution is due, there is no designation of a beneficiary in force
or if any person (other than a trustee or trustees) as to whom a
beneficiary designation was in force at the time of the Participant's
death shall have died before the payment became due and the
Participant has failed to provide in such beneficiary designation for
any person or persons to take in lieu of such deceased person, the
person or persons entitled to receive such distribution (or part
thereof, as the case may be) shall be the Participant's executor or
administrator.
13. AMENDMENT, SUSPENSION AND TERMINATION
The Plan may be amended only by a majority of the Board of Directors
as it deems necessary or appropriate to better achieve the purpose of
the Plan, except that no such amendment which would otherwise cause
the Plan not to comply with either Rule 16b-3, or any successor rule,
under the Act or Section 162(m) of the Code shall be effective without
the approval of the Company's shareholders.
14. FAIR MARKET VALUE
Fair Market Value of a Share or Stock Unit for all purposes under the
Plan shall mean the closing price of a Share as reported daily on the
New York Stock Exchange Composite
- 9 -
<PAGE> 10
Tape and published in the Wall Street Journal or similar readily
available public source for the date in question. If no sales of
Shares were made on such date, the closing price of a Share as
reported for the next preceding day on which sales of Shares were made
shall be used.
15. ADJUSTMENTS AND REORGANIZATIONS
In the event of any stock dividend, stock split, combination or
exchange of Shares, merger, consolidation, spin-off, recapitalization
or other distribution (other than normal cash dividends) of Company
assets to stockholders, or any other change affecting Shares or the
price of Shares, such proportionate adjustments, if any, as the
Committee in its discretion may deem appropriate to reflect such
change shall be made with respect to each Stock Unit held in the stock
unit subaccount. The adjustment described in the preceding sentence
shall be calculated to three decimal places.
16. TAX WITHHOLDING
The Company shall have the right to deduct from any payment made under
the Plan, including the delivery of Shares, a sufficient amount to
cover withholding of any federal, state or local taxes required by
law, or to take such other action as may be necessary to satisfy any
such withholding obligations. The Committee may permit Shares to be
used to satisfy required tax withholding and such Shares shall be
valued at the Fair Market Value as of the settlement date of the
applicable Award.
17. UNFUNDED PLAN
During the period that amounts are deferred under the Plan, all
Deferred Compensation Accounts and Deferred Nondeductible Compensation
Accounts shall be considered as general assets of the Company for use
as it deems necessary or appropriate, and will be subject to the
claims of the Company's creditors.
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or a
separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other person.
To the extent any person holds any rights under the Plan, such rights
(unless otherwise determined by the Committee) shall be no greater
than the rights of an unsecured general creditor of the Company.
18. OTHER EMPLOYEE BENEFITS
Any compensation deferred and any benefits paid under this Plan shall
not be included in creditable compensation in computing benefits under
any employee benefit plans of the Company, except to the extent
expressly provided for thereunder.
19. NO RIGHT TO EMPLOYMENT
Nothing contained herein shall be construed as conferring upon any
Participant the right to continue in the employ of the Company or any
Affiliated Company.
- 10 -
<PAGE> 11
20. CLAIMS FOR BENEFITS
A Participant or beneficiary may claim any benefit to which he or she
is entitled under this Plan by a written notice to the Committee. If
a claim is denied, it must be denied within a reasonable period of
time, and be contained in a written notice stating the following:
(a) The specific reason for the denial.
(b) Specific reference to the Plan provision on which the denial is
based.
(c) Description of additional information necessary for the claimant
to present the claim, if any, and an explanation of why such
material is necessary.
(d) An explanation of the Plan's claims review procedure.
The claimant will have sixty (60) days to request a review of the
denial by the Committee, which will provide a full and fair review.
The request for review must be in writing delivered to the Committee.
The claimant may review pertinent documents, and he may submit issues
and comments in writing. The decision by the Committee with respect
to the review must be given within sixty (60) days after receipt of
the request, unless special circumstances require an extension (such
as for a hearing). In no event shall the decision be delayed beyond
one hundred and twenty (120) days after receipt of the request for
review. The decision shall be written in a manner calculated to be
understood by the claimant, and it shall include specific reasons and
refer to specific Plan provisions as to its effect.
21. GOVERNING LAW
The validity, construction and effect of the Plan and any actions
taken or relating to the Plan shall be determined in accordance with
the laws of the State of Missouri and applicable federal law.
22. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of a
Participant, including, without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate,
or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.
23. RIGHT AS A SHAREHOLDER
Except as may otherwise be provided by the Committee, a Participant
shall have no rights as a shareholder with regard to a Stock Unit
until he or she becomes the actual holder of record of a Share.
- 11 -
<PAGE> 1
Adopted: April 28, 1994
First Amendment and Restatement: April 24, 1997
Second Amendment and Restatement: January 21, 1998
MERCANTILE BANCORPORATION INC.
AMENDED AND RESTATED
STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I. GENERAL PROVISIONS
1.1 PURPOSE
The purposes of the Mercantile Bancorporation Inc. Amended and Restated
Stock Incentive Plan for Non-Employee Directors (the "Plan") are to
provide members of the Board of Directors, other than advisory members,
(the "Board") of Mercantile Bancorporation Inc. (the "Company") who
are not employees of the Company or any of its affiliates or
subsidiaries ("Non-Employee Directors") with a larger equity interest
in the Company in order to attract and retain well-qualified
individuals to serve as Non-Employee Directors and to enhance the
identity of interests between Non-Employee Directors and the
shareholders of the Company. The purposes of the Plan are to be
accomplished through the grant of units ("Stock Units") equivalent to
shares of the Company's common stock ("Shares") and through the grant
of stock options (the "Options") to purchase Shares as part of their
annual retainer for services as Non-Employee Directors, and to allow
Non-Employee Directors to elect to defer receipt of all or a portion of
their retainer, committee chair, and/or meeting fees.
1.2 TERM
The Plan shall be effective as of April 28, 1994, and shall remain in
effect until all Shares reserved hereunder are issued or the Plan is
otherwise terminated by the Board. If the Plan is terminated by the
Board, no Stock Units or Options may be issued after the effective
date of such termination, but, subject to the preceding sentence,
previously granted Stock Units and Options shall remain outstanding in
accordance with their applicable terms and conditions and the terms
and conditions of the Plan.
1.3 ELIGIBILITY AND PARTICIPATION
Only Non-Employee Directors shall be eligible to participate in the
Plan, and participation in the Plan with respect to awards pursuant to
Articles II and III of the Plan is mandatory for all Non-Employee
Directors.
1.4. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares that may be subject to issuance under
the Plan shall not exceed 225,000, subject to adjustment as provided
in Section 4.2 of this Plan.
1.5 FAIR MARKET VALUE
Fair Market Value for all purposes under the Plan shall mean the
closing price of a Share as reported daily on the New York Stock
Exchange Composite Tape and published in The Wall Street Journal or
similar readily available public source for the date in question. If
no sale of Shares was made on such date, the closing price of a Share
as reported for the next preceding day on which a sale of Shares was
made shall be used.
<PAGE> 2
ARTICLE II. STOCK UNIT GRANTS AND DEFERRAL OF RETAINERS AND FEES
2.1 ANNUAL STOCK UNIT GRANTS
(a) ANNUAL STOCK UNIT GRANTS: As of May 21, 1997, and as of the
date of each subsequent annual meeting of the Company's shareholders
thereafter (the "Grant Date"), the Company shall award to each person
who is a Non-Employee Director immediately following such meeting on
the Grant Date, in consideration of services to be rendered as a Non-
Employee Director, a number of Stock Units equal to the lesser of (i) Two
Hundred Fifty (250) or (ii) the number of Stock Units determined by
dividing Twenty Thousand Dollars ($20,000) by the Fair Market Value of a
Share on the Grant Date. Such calculation shall be carried to three
decimal places.
(b) STOCK UNIT ACCOUNTS: The Stock Units awarded pursuant to
Section 2.1(a) shall be credited as of the Grant Date to a bookkeeping
reserve account maintained by the Company ("Stock Unit Account").
2.2 DEFERRAL OF RETAINERS AND/OR FEES
(a) DEFERRAL ELECTIONS: Commencing on the effective date of the
Plan, payment of all or part of any retainer and/or fees payable to a
Non-Employee Director for membership on the Board, for meetings of the
Board or Board committees, or for extraordinary services, may be
deferred by election of the Non-Employee Director. Each such election
must be made by November 30 of the calendar year before the calendar
year for which the retainer and/or fees will be paid and will be
irrevocable for the affected calendar year. An election may be
changed or revoked for a future calendar year by submitting an
appropriate form by November 30 of the preceding calendar year, but
unless changed or revoked an election shall remain in effect for
subsequent calendar years.
(b) CREDITING DEFERRAL AMOUNTS TO ACCOUNTS: Amounts deferred
pursuant to Section 2.2(a) shall be credited at the Non-Employee
Director's election, which election shall be made concurrently with
the election pursuant to Section 2.2(a) hereof and which shall be
irrevocable for the affected calendar year, as of the date of the
deferral, to (i) the Non-Employee Director's Stock Unit Account or
(ii) a bookkeeping reserve account maintained by the Company as a cash
account which will receive earnings credits as provided herein ("Cash
Account"). If deferral to the Stock Unit Account is elected, the
number of Stock Units credited to the Stock Unit Account shall equal
the deferred cash amount divided by the Fair Market Value of a Share
on the date on which such cash amount would have been paid but for the
deferral election pursuant to Section 2.2(a). Such calculation shall
be carried to three decimal places. If deferral to the Cash Account
is elected, an amount equal to the deferred cash amount shall be
credited to such Cash Account as of the first day of the next
succeeding month following the date such cash amount would have been
paid but for the deferral election pursuant to Section 2.2(a).
(c) SELECTING EARNINGS CREDIT MEASURE FOR CASH ACCOUNT: Each
Non-Employee Director shall, at the time of his election to defer all
or part of any retainer and/or fees, select an investment vehicle from
a list in use at the time under the Mercantile Bancorporation Inc.
Amended and Restated Voluntary Deferred Compensation Plan in effect
from time to time (the "Index") to serve as the measure of Earnings
Credits to be used to adjust the value of the Cash Account as provided
herein. Only one Index may be selected to apply to the amounts added
to the Cash Account pursuant to any particular year's election, but
the Non-Employee Director may change the Index applicable to the
portion of the Cash Account attributable to one or more year's
deferral elections by making an election to that effect at the same
time as a deferral election is made pursuant to Section 2.2(a), above.
- 2 -
<PAGE> 3
2.3 ADDITIONS TO DEFERRED ACCOUNTS
(a) DIVIDEND EQUIVALENT PAYMENTS: As of each dividend payment date with
respect to Shares, there shall be credited to each Non-Employee
Director's Stock Unit Account an additional number of Stock Units equal
to (i) the per share dividend payable with respect to a Share on such
date multiplied by (ii) the number of Stock Units held in the Stock Unit
Account as of the close of business on the first business day prior to
such dividend payment date and, if the dividend is payable in cash or
property other than Shares, divided by (iii) the Fair Market Value of a
Share on such business day. For purposes of this Section 2.3(a),
"dividend" shall include all dividends, whether normal or special, and
whether payable in cash, Shares or other property. The calculation of
additional Stock Units shall be carried to three decimal places.
(b) EARNINGS CREDITS: As of the last business day of each
calendar month, each Non-Employee Director's Cash Account shall be
adjusted by an amount calculated under the Index selected by the
Non-Employee Director, to reflect the increase or decrease which would
have occurred in such Cash Account if it had been invested in the
assets measured by the Index.
2.4 VESTING OF ACCOUNT BALANCES
All amounts, whether in Stock Units credited to a Non-Employee
Director's Stock Unit Account or deferred cash credited to a Non-Employee
Director's Cash Account, pursuant to this Plan shall be at all times
fully vested and nonforfeitable.
2.5 PAYMENT OF ACCOUNTS
(a) STOCK UNIT ACCOUNTS: Upon the earlier of a Change in Control
or termination of service as a Non-Employee Director for any reason,
the total number of whole Stock Units in the Non-Employee Director's
Stock Unit Account shall be paid to the Non-Employee Director in an
equal number of whole Shares. The Company shall issue and deliver to
the Non-Employee Director a stock certificate for payment of Stock
Units as soon as practicable following the date on which the Stock
Units, or any portion thereof, become payable. Any fractional Stock
Unit shall be paid in cash based upon the Fair Market Value of a Share
on the date payment is made.
(b) CASH ACCOUNTS: Upon the earlier of a Change in Control or
termination of service as a Non-Employee Director for any reason, the
balance in the Non-Employee Director's Cash Account shall be paid to
the Non-Employee Director in cash as soon as practicable after such
termination.
(c) FORM OF DISTRIBUTION: Distributions will be made from the
Account or Accounts of a Non-Employee Director in whichever of the
following methods the Non-Employee Director elects at the time of his
deferral election:
(i) A single sum.
(ii) Approximately equal annual installments over a period not to
exceed 10 years as the Non-Employee Director shall elect.
The Non-Employee Director shall elect the form of distribution for a
particular year's deferral, and may elect a different form for
different years. An election of a form of distribution for a
particular year may not be changed after the beginning of the year to
which the election relates. If an Account is being distributed in
installments, the portion of the
- 3 -
<PAGE> 4
Account being held for future distribution shall continue to receive
Earnings Credits or Dividend Equivalent Payments, as applicable. If
an election of installment payments is made with respect to a Stock
Unit Account, the number of Shares to be distributed as part of an
individual installment may be rounded up or down to the nearest whole
Share in order to avoid a fractional share until the final
installment.
ARTICLE III. STOCK OPTIONS
3.1 ELIGIBILITY FOR GRANT OF OPTIONS
(a) Each person who is a Non-Employee Director on the date that this
Plan, as amended and restated, is approved by the Board of Directors
in 1997 and, in each year thereafter during the term of this Plan, on
the date of the Annual Meeting of Shareholders commencing in 1998 (the
date that the Option is granted is hereinafter referred to as the
"Option Date"), shall receive an Option to acquire 1,000 Shares, or
such other number of Shares as shall be determined from time to time
by the Board of Directors. The exercise price of such Options shall
be the Fair Market Value of the Shares on the Option Date in each
year.
(b) All Options granted under this Article III shall be granted as of
the Option Dates as set forth in Section 3.1(a). Promptly after each
such Option Date, the Company shall notify the Non-Employee Director
of the grant of the Option, and shall hand deliver or mail to the Non-
Employee Director an option agreement, duly executed by and on behalf
of the Company, with the request that the Non-Employee Director
execute and return the option agreement as soon as practicable after
the date of delivery by the Company of the option agreement to the
Non-Employee Director.
3.2 NONTRANSFERABILITY
Each Option granted under the Plan to a Non-Employee Director shall
not be transferable otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order (as
defined in Section 206(d)(3) of the Employee Retirement Income
Security Act of 1974, as amended, and the rules promulgated
thereunder), and shall be exercisable during the Non-Employee
Director's lifetime only by the Non-Employee Director or the
Non-Employee Director's personal representative. In the event of the
death of the Non-Employee Director, exercise of the Option shall be
made only:
(i) By executor or administrator of the estate of the deceased
Non-Employee Director or the person or persons to whom the
deceased Non-Employee Director's rights under the Option shall
pass by will or the laws of descent and distribution; and
(ii) To the extent that the deceased Non-Employee Director was
entitled thereto at the date of his or her death.
3.3 TERMS OF OPTIONS GRANTED
Notwithstanding any other provision of the Plan, each Option shall be
evidenced by an option agreement, which shall include the substance of
the following terms and conditions:
(a) The exercise price for each Share shall be an amount equal to 100%
of the Fair Market Value of a Share on the Option Date of each such
Option.
- 4 -
<PAGE> 5
(b) The Option by its terms shall not be transferable by the Non-
Employee Director and shall not be exercisable otherwise than as set
forth in Sections 3.2 and 3.4 hereof.
(c) The Option by its terms shall vest in the Non-Employee Director
and be exercisable by the Non-Employee Director at any time from and
after the date (the "Date of Vesting") which is six months after the
Option Date, subject to Section 3.3(e). Options that are not otherwise
vested and exercisable shall become fully vested and exercisable upon
the occurrence of a Change in Control of the Company.
(d) The Option shall be for a term of ten years after the Option Date.
(e) The Option shall terminate in all events on the earlier of (i) the
termination of the Non-Employee Director's service as a director or an
advisory director at any time prior to the Date of Vesting, (ii) three
years after the date that the Non-Employee Director's service as a
director or advisory director of the Company shall terminate for any
reason, and (iii) the expiration of the term of the Option under the
option agreement.
3.4 EXERCISE OF OPTION
An Option shall be exercisable, in whole or in part, to the extent
vested in the Non-Employee Director only (i) upon payment to the
Company on the exercise date of cash in the full amount of the
exercise price of the Shares with respect to which the Option is
exercised, (ii) in the discretion of the Company, upon delivery to
the Company on the exercise date of certificates representing Shares
owned by the Non-Employee Director and registered in the Non-Employee
Director's name, having a Fair Market Value on the exercise date equal
to the full amount of the exercise price of the Shares with respect to
which the Option is exercised, (iii) in the discretion of the Company,
by directing the Company to withhold from the number of Shares
otherwise issuable upon exercise of the Option that number of Shares
having an aggregate Fair Market Value on the exercise date equal to
the exercise price of all of the Shares with respect to which the
Option is exercised, or (iv) in the discretion of the Company, by a
combination of (i), (ii) or (iii).
3.5 CONTINUATION OF OPTIONS IN THE EVENT OF MERGER, CONSOLIDATION
OR REORGANIZATION
In the event that the Company is merged, consolidated, or reorganized
with another corporation or entity, appropriate provision shall be made
for the continuation of the outstanding Options with respect to shares
of the succeeding parent corporation or entity following a merger, or
with respect to shares of the consolidated or reorganized corporation
or entity in the case of a consolidation or reorganization, and to
prevent the dilution or enlargement of the rights under the Option
compared with the total Shares issuable thereunder prior to such
merger, consolidation or reorganization.
ARTICLE IV. ACCELERATION AND ADJUSTMENT PROVISIONS
4.1 DEFINITION OF CHANGE IN CONTROL
The term "Change in Control" shall mean:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding Shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then
- 5 -
<PAGE> 6
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change of Control: (A) any
acquisition directly from the Company (excluding an acquisition
by virtue of the exercise of a conversion privilege), (B) any
acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any of its affiliated companies or (D) any acquisition
by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (A), (B), and
(C) of subsection (iii) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(iii) Approval by the shareholders of the Company of
a reorganization, merger or consolidation, in each case, unless,
following such reorganization, merger or consolidation, (A) all
or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation
beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding Shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such
reorganization, merger or consolidation in substantially the same
proportions as their ownership, immediately prior to such
reorganization, merger or consolidation of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or of the
corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately
prior to such reorganization, merger or consolidation, directly
or indirectly, 20% or more of the Outstanding Company Common
Stock or Outstanding Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding Shares of common stock of the
corporation resulting from reorganization, merger or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation and (C) at
least a majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the shareholders of the Company of (A) a
complete liquidation or dissolution of the Company or (B) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (I) more than
50% of,
- 6 -
<PAGE> 7
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally
in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (II) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or of
such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, 20% or more of the
Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) then beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
Shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors and (III) at lease a majority of the members of the
board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other
disposition of assets of the Company.
4.2 ADJUSTMENTS AND REORGANIZATION:
In the event of any stock dividend, stock split, combination or
exchange of Shares, merger, consolidation, spin-off, recapitalization
or other distribution (other than normal cash dividends) of Company
assets to shareholders, or any other change affecting Shares or the
price of Shares, such proportionate adjustments, if any, as the Board
in its discretion may deem appropriate to reflect such change shall be
made with respect to (a) the aggregate number of Shares that may be
issued under the Plan, (b) the size of the awards made pursuant to
Articles 2 and 3, (c) each Stock Unit held in the Stock Unit Accounts,
and (d) the number of Shares and/or the exercise price of Shares
subject to unexercised Options. Any adjustments described in the
preceding sentence shall be carried to three decimal places.
ARTICLE V. MISCELLANEOUS PROVISIONS
5.1 TERMINATION OR AMENDMENT OF PLAN
(a) IN GENERAL: The Board may at any time terminate, suspend,
amend or modify this Plan. However, no termination, suspension,
amendment or modification shall in any manner adversely affect any
previously granted award under the Plan, without the consent of the
Non-Employee Director affected thereby. In addition, no amendment may
adversely affect the right of any Non-Employee Director to have
dividend equivalents credited to a Stock Unit Account or Earnings
Credits added to or subtracted from a Cash Account, or to receive any
shares or cash pursuant to the payout of such accounts, unless such
Non-Employee Director consents in writing to such amendment.
(b) AMENDMENT NO MORE THAN ONCE IN 6 MONTHS: Those provisions
of this Plan which set forth the amounts and formula for determining
the amounts and timing of Stock Unit grants may not be amended
effective as of a date which is less than six (6) months after the
effective date of a prior amendment of such provisions.
- 7 -
<PAGE> 8
5.2 GOVERNMENT REGULATIONS
(a) The obligations of the Company to issue any Stock granted under
this Plan shall be subject to all applicable laws, rules and
regulations and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
(b) Subject to the provisions of Section 5.1, the Board may make such
changes in the design and administration of this Plan as may be
necessary or appropriate to comply with the rules and regulations of
any governmental authority.
5.3 MISCELLANEOUS
(a) UNFUNDED PLAN: Nothing contained in this Plan and no action
taken pursuant to the provisions hereof shall create or be construed
to create a trust of any kind, or a fiduciary relationship between the
Company and a Non-Employee Director, the Non-employee Director's
designate or any other person. The Plan shall be unfunded with
respect to the Company's obligation to pay any amounts due with
respect to Stock Unit Accounts or Cash Accounts, and a Non-Employee
Director's rights to receive any payment with respect to any Stock
Unit Account or Cash Account shall be not greater than the rights of
an unsecured general creditor of the Company.
(b) ASSIGNMENT; ENCUMBRANCES: The right to have amounts credited
to a Stock Unit Account or to a Cash Account, and the right to receive
payment with respect to such Stock Unit Account or Cash Account under
this Plan are not assignable or transferable and shall not be subject
to any encumbrances, liens, pledges or charges of the Non-Employee
Director or to claims of the Non-Employee Director's creditors. Any
attempt to assign, transfer, hypothecate or attach any rights with
respect to or derived from any Stock Unit, or any rights with respect
to or derived from a Cash Account, shall be null and void and of no
force and effect whatsoever.
(c) DESIGNATION OF BENEFICIARIES: A Non-Employee Director may
designate in writing a beneficiary or beneficiaries to receive any
distribution under the Plan which is made after the Non-Employee
Director's death, provided, however, that if at the time any such
distribution is due, there is no designation of a beneficiary in force
or if any person (other than a trustee or trustees) as to whom a
beneficiary designation was in force at the time of Non-Employee
Director's death shall have died before the payment became due and the
Non-Employee Director has failed to provide in such beneficiary
designation for any person or persons to take in lieu of such deceased
person, the person or persons entitled to receive such distribution
(or part thereof, as the case may be) shall be Non-Employee Director's
executor or administrator.
(d) RELATIONSHIP OF NON-EMPLOYEE DIRECTOR: A Non-Employee
Director's relationship with the Company is not in fact and is not
intended to be an employee-employer relationship, and nothing in this
Plan shall be construed to create such a relationship.
(e) ADMINISTRATION: The Board shall have the right to administer
this Plan, including the adoption of rules or the preparation of forms
to be used in its operation, and to interpret and apply the provisions
hereof as well as any rules which it may adopt. The Board may
delegate its administrative authority hereunder to one or more
individuals or to a committee, as the Board deems appropriate.
- 8 -
<PAGE> 9
(f) GOVERNING LAW: The validity, construction and effect of the
Plan and any actions taken or relating to the Plan, shall be
determined in accordance with the laws of the State of Missouri and
applicable federal law.
(g) RIGHTS AS A SHAREHOLDER: A Non-Employee Director shall have
no rights as a shareholder with respect to a Stock Unit or an Option
until the Non-Employee Director actually becomes a holder of record of
Shares issued with respect thereto.
(h) NOTICES: All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be sufficiently
made or given if hand delivered, or if mailed by certified mail,
addressed to the Non-Employee Director at the address contained in the
records of the Company or to the Company at its principal office, as
applicable.
MERCANTILE BANCORPORATION INC.
By /s/ Jon P. Pierce
------------------------------
Date: Jan 21, 1998 Jon P. Pierce
Executive Vice President,
Human Resources
- 9 -
<PAGE> 1
MERCANTILE BANCORPORATION INC.
VOLUNTARY DEFERRED COMPENSATION PLAN
FOR
NON-EMPLOYEE AFFILIATE DIRECTORS AND ADVISORY DIRECTORS
1. PURPOSE
The purpose of the Mercantile Bancorporation Inc. (the "Company")
Voluntary Deferred Compensation Plan for Non-Employee Affiliate
Directors and Advisory Directors (the "Plan") is to allow members of
the Boards of Directors of the Company's affiliates who are not
employees of such affiliates ("Non-Employee Affiliate Directors") and
persons who have been appointed by the Board of Directors of the
Company and/or any of its affiliates as advisory members of such
Boards of Directors and who are not employees of the Company and/or
its affiliates ("Advisory Directors" and collectively, with
"Non-Employee Affiliate Directors," "Qualifying Individuals") to defer
receipt of all or a portion of the fees payable to them for services
rendered or to be rendered in such capacities.
2. TERM
The Plan shall be effective as of April 1, 1996, (the "Effective
Date") and shall remain in effect until terminated by the Board of
Directors of the Company (the "Board"). No Stock Units (hereinafter
defined) shall be credited from and after the termination date of the
Plan as aforesaid, but, previously credited Stock Units shall remain
outstanding in accordance with their applicable terms and conditions
and the terms and conditions of the Plan.
3. ELIGIBILITY AND PARTICIPATION
Only Qualifying Individuals shall be eligible to participate in
the Plan.
4. DEFERRAL OF DIRECTOR FEES
(a) Deferral Elections: Commencing on the Effective Date of the
Plan, April 1, 1996, payment of all or any part of any fees payable to
a Qualifying Individual for services rendered or to be rendered as a
Non-Employee Affiliate Director or Advisory Director may be deferred
by election of the Qualifying Individual. Each such election must be
made (i) in the case of any Qualifying Individual who served in such
capacity as of January 1 of any calendar year, by November 30th of the
calendar year preceding the calendar year for which fees are to be
deferred pursuant to such Qualifying Individual's election, (ii) in
the case of any Qualifying Individual who is elected and/or appointed
to serve in such capacity at any time after January 1 of any calendar
year, within thirty (30) days after the date of such election and/or
appointment, (iii) in the case of any Advisory Director of the Company
who was elected and/or appointed to serve in such capacity prior to
the Effective Date, within thirty (30) days of the Effective Date, and
(iv) in the case of any Qualifying Individual who participated as of
the Effective Date in the "Prior Plan" or any "Other Plan", as those
terms are hereinafter defined, within the periods prescribed in
Section 12(e) hereof. Elections made as aforesaid shall be
irrevocable for the affected calendar year. An
<PAGE> 2
election may be changed or revoked for a future calendar year by
submitting an appropriate form by November 30 of the preceding
calendar year, but unless changed or revoked an election shall remain
in effect for such succeeding calendar years.
(b) Crediting Deferred Amounts to Accounts: Amounts deferred
pursuant to Section 4(a) shall be credited at the Qualifying
Individual's election, which election shall be made concurrently with
the election pursuant to Section 4(a) hereof and which shall be
irrevocable with respect to amounts deferred for a calendar year, as
of the date of deferral, to a bookkeeping reserve account maintained
by the Company (i) as units ("Stock Units") equivalent to shares of
the Company's Common Stock ("Shares") in an account ("Stock Unit
Account") and/or (ii) as cash in an account ("Cash Account"). If
deferral to the Stock Unit Account is elected, the number of Stock
Units credited to the Stock Unit Account shall equal the deferred cash
amount divided by the "Fair Market Value" (hereinafter defined) of a
Share as of the first business day of the next succeeding month
following the date on which such cash amount would have been paid but
for the deferral election pursuant to Section 4(a). Such calculation
shall be carried to three decimal places. If deferral to the Cash
Account is elected, an amount equal to the deferred cash amount shall
be credited to such Cash Account as of the first business day of the
next succeeding month following the date such cash amount would have
been paid but for the deferral election pursuant to Section 4(a).
(c) Selecting Earnings Credit Measure for Accounts: Each
Qualifying Individual, at the time of his election to defer all or
part of any fees and to maintain such in a Cash Account, shall select
from the list of investment indices prescribed from time to time by
the Company to serve as the measure of earnings credits to be used to
adjust the value of the Cash Account as provided herein (each an
"Index"). The Qualifying Individual may change the Index applicable
to any portion of the Cash Account by making an election to that
effect at the same time as a deferral election is made pursuant to
Section 4(a), above.
5. ADDITIONS TO DEFERRED ACCOUNTS
(a) Dividend Equivalent Payments: As of each dividend payment
date with respect to Shares, there shall be credited to each
Qualifying Individual's Stock Unit Account, if applicable, an
additional number of Stock Units equal to (i) the per-share dividend
payable with respect to a Share on such date, multiplied by (ii) the
number of Stock Units held in the Stock Unit Account as of the close
of business on the first business day prior to such dividend payment
date and, if the dividend is payable in cash or property other than
Shares, divided by (iii) the Fair Market Value of a Share on such
business date. For purposes of this Section 5, "dividend" shall
include all dividends, whether normal or special, and whether payable
in cash, Shares or other property. The calculation of additional
Stock Units shall be carried to three decimal places.
(b) Earnings Credits: As of the last business day of each
calendar month, each Qualifying Individual's Cash Account shall be
adjusted by an amount calculated under the Index selected by the
Qualifying Individual, to reflect the increase or decrease which would
have occurred in such Cash Account if it had been invested in the
assets measured by the Index.
2
<PAGE> 3
6. VESTING OF ACCOUNT
All amounts, whether in Stock Units credited to a Qualifying
Individual's Stock Unit Account or deferred cash credited to a
Qualifying Individual's Cash Account pursuant to this Plan, shall be
at all times fully vested and nonforfeitable.
7. PAYMENT OF ACCOUNTS
(a) Stock Unit Accounts: Upon the earlier of (i) a "Change in
Control" (hereinafter defined) in respect of the Company or the
affiliate of the Company on whose Board of Directors a Qualifying
Individual shall then be serving, or (ii) termination of such
Qualifying Individual's service as a Non-Employee Director or Advisory
Director for any reason (each a "Distribution Event"), the total
number of whole Stock Units in the affected Qualifying Individual's
Stock Unit Account, if any, shall be paid to such Qualifying
Individual in an equal number of whole Shares. The Company shall
issue and deliver to the affected Qualifying Individual a stock
certificate for payment of Stock Units as soon as practicable
following the date on which the Stock Units, or any portion thereof,
become payable. Any fractional Stock Unit shall be paid in cash based
upon the Fair Market Value of a Share on the date payment is made.
(b) Cash Accounts: Upon the occurrence of a Distribution Event,
the balance, if any, in the Qualifying Individual's Cash Account shall
be paid to the Qualifying Individual in cash as soon as practicable
after such termination.
(c) Manner of Distribution: Distributions will be made from the
Account or Accounts of a Qualifying Individual in whichever of the
following manners the Qualifying Individual elects at the time of his
deferral election:
(i) A single sum.
(ii) Approximately equal annual installments over a period
not to exceed 10 years as the Qualifying Individual shall elect
for distributions from Stock Unit Accounts or, for distributions
from Cash Accounts, approximately equal monthly installments
over a period not to exceed 120 months, as elected by the
Qualifying Individual.
The Qualifying Individual shall elect the manner of distribution
for a particular year's deferral, and may elect a different manner for
different years. An election of a manner of distribution for a
particular year may not be changed after the beginning of the year to
which the election relates. If an Account is being distributed in
installments, the portion of the Account being held for future
distribution shall continue to receive earnings credits or dividend
equivalent payments, as applicable. If an election of installment
payments is made with respect to a Stock Unit Account, the number of
Shares to be distributed as part of an individual installment may be
rounded up or down to the nearest whole Share in order to avoid a
fractional share until the final installment.
(d) The term "Change in Control" shall mean:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(a "Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding Shares of common stock of an
affected entity or (B) the combined
3
<PAGE> 4
voting power of the then outstanding voting securities of an
affected entity entitled to vote generally in the election of
directors; provided, however, that the following acquisitions
shall not constitute a Change of Control: (A) any acquisition
directly from an affected entity (excluding an acquisition by
virtue of the exercise of a conversion privilege), (B) any
acquisition by an affected entity, (C) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained
by an affected entity or any of its affiliated companies or (D)
any acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses
(A), (B), and (C) of subsection (iii) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute
the Board of Directors of an affected entity (the "Incumbent
Board") cease for any reason to constitute at least a majority
of such Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or
nomination for election by an affected entity's shareholders,
was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individuals were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) Approval by the shareholders of an affected entity
of a reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or consolidation,
(A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of shares of the
affected entity's common stock and outstanding voting securities
immediately prior to such reorganization, merger or
consolidation beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of the
affected entity's common stock and the combined voting power of
the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of
the corporation resulting from such reorganization, merger or
consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or
consolidation of the outstanding common stock of the affected
entity and outstanding voting securities of the affected entity,
as the case may be, (B) no person (excluding an affected entity
and any employee benefit plan (or related trust) of the affected
entity or of the corporation resulting from such reorganization,
merger or consolidation and any person beneficially owning
immediately prior to such reorganization, merger or
consolidation, directly or indirectly, 20% or more of the
outstanding common stock or outstanding voting securities of the
affected entity, as the case may be) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting
from reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such
corporation and (C) at least a majority of the members of the
board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or
consolidation; or
(iv) Approval by the shareholders of an affected entity of
(A) a complete liquidation or dissolution of the affected entity
or (B) the sale or other disposition of
4
<PAGE> 5
all or substantially all of the assets of the affected entity,
other than to a corporation, with respect to which following
such sale or other disposition, (I) more than 50% of,
respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the outstanding common stock and outstanding
voting securities of the affected entity immediately prior to
such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such sale or
other disposition, of the outstanding common stock and
outstanding voting securities, as the case may be, (II) no
person (excluding the affected entity and any employee benefit
plan (or related trust) of the affected entity or of such
corporation and any person beneficially owning, immediately
prior to such sale or other disposition, 20% or more of the
outstanding common stock or outstanding voting securities of the
affected entity, as the case may be, then beneficially owns,
directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election
of directors, and (III) at least a majority of the members of
the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial
agreement or action of the Board of Directors of the affected
entity providing for such sale or other disposition of assets of
the affected entity.
8. ADJUSTMENTS AND REORGANIZATION
In the event of any stock dividend, stock split, combination or
exchange of Shares, merger, consolidation, spin-off, recapitalization
or other distribution (other than normal cash dividends) of Company
assets to stockholders, or any other change affecting Shares or the
price of Shares, such proportionate adjustments, if any, as the Board
of Directors of the Company in its discretion may deem appropriate to
reflect such change shall be made with respect to each Stock Unit held
in the Stock Unit Accounts. Any adjustments described in the
preceding sentence shall be carried to three decimal places.
9. FAIR MARKET VALUE
Fair Market Value for all purposes under the Plan shall mean the
closing price of a Share as reported daily on the New York Stock
Exchange Composite Tape and published in The Wall Street Journal or
------------------------
similar readily available public source for the date in question. If
no sale of Shares was made on such date, the closing price of a Share
as reported for the next preceding day on which a sale of Shares was
made shall be used.
10. TERMINATION OR AMENDMENT OF PLAN
(a) In General: The Board of Directors of the Company may at
any time terminate, suspend or amend this Plan.
(b) Written Consents: No amendment may adversely affect the
right of any Qualifying Individual to have dividend equivalents
credited to a Stock Unit Account or earnings credits added to or
subtracted from a Cash Account, or to receive any shares or
5
<PAGE> 6
cash pursuant to the payout of such accounts, unless such Qualifying
Individual consents in writing to such amendment.
11. GOVERNMENT REGULATIONS
(a) Subject to the provisions of Section 12, the Board may make
such changes in the design and administration of this Plan as may be
necessary or appropriate to comply with the rules and regulations of
any governmental authority.
12. MISCELLANEOUS
(a) Unfunded Plan: Nothing contained in this Plan and no action
taken pursuant to the provisions hereof shall create or be construed
to create a trust of any kind, or a fiduciary relationship between the
Company and a Qualifying Individual, the Qualifying Individual's
designate or any other person. The Plan shall be unfunded with
respect to the Company's obligation to pay any amounts due with
respect to Stock Unit Accounts or Cash Accounts, and a Qualifying
Individual's rights to receive any payment with respect to any Stock
Unit Account or Cash Account shall be not greater than the rights of
an unsecured general creditor of the Company and its affiliates.
(b) Assignment; Encumbrances: The right to have amounts
credited to a Stock Unit Account or to a Cash Account, and the right
to receive payment with respect to such Stock Unit Account or Cash
Account under this Plan are not assignable or transferable and shall
not be subject to any encumbrances, liens, pledges or charges of the
Qualifying Individual or to claims of the Qualifying Individual's
creditors. Any attempt to assign, transfer or hypothecate or attach
any rights with respect to or derived from any Stock Unit, or any
rights with respect to or derived from a Cash Account, shall be null
and void and of no force and effect whatsoever.
(c) Designation of Beneficiaries: A Qualifying Individual may
designate in writing a beneficiary or beneficiaries to receive any
distribution under the Plan which is made after the Qualifying
Individual's death, provided, however that if at the time any such
distribution is due, there is no designation of a beneficiary in force
or if any person (other than a trustee or trustees) as to whom a
beneficiary designation was in force at the time of Director's death
shall have died before the payment became due and the Qualifying
Individual has failed to provide in such beneficiary designation for
any person or persons to take in lieu of such deceased person, the
person or persons entitled to receive such distribution (or part
thereof, as the case may be) shall be the Qualifying Individual's
executor or administrator.
(d) Relationship of Qualifying Individual: A Qualifying
Individual's relationship with the Company is not in fact and is not
intended to be an employee-employer relationship, and nothing in this
Plan shall be construed to create such a relationship.
(e) Relationship to Prior Plan; Conversion of Prior and Other
Plan Accounts: This Plan supersedes and replaces in its entirety
Deferred Compensation Plan for Directors of Mercantile Bancorporation
Inc. and Subsidiaries adopted by the Board in 1983 (the "Prior Plan"),
effective as of the Effective Date. As of the Effective Date, all
"Accounts" (as defined in the Prior Plan) then maintained under the
Prior Plan shall be established as accounts under this Plan
(collectively, "New Plan Accounts"). Amounts credited to the
6
<PAGE> 7
Prior Plan Accounts of Qualifying Individuals as of the Effective Date
shall be credited to the respective New Plan Accounts. Initial
elections by such Qualifying Individuals as to the type of account and
the investment vehicle to be applicable thereto shall be made within
thirty (30) days of the Effective Date. In the absence of any
election by a Qualifying Individual to the contrary, but subject to
subsequent elections as prescribed in Section 4 hereof, the New Plan
Account of such Qualifying Individual initially shall be established
as a Cash Account and the investment vehicle deemed applicable to such
Cash Account shall be that tied to the three (3) year certificate of
deposit rate of Mercantile Bank of St. Louis National Association.
Any and all accounts established and maintained under any other
deferred compensation plan for the benefit of any person who shall
become a Qualifying Individual at any time prior to or after the
Effective Date and in respect of which plan the Company, directly or
indirectly, shall be obligated, as of and/or from time to time after
the Effective Date, to support and/or maintain (each an "Other Plan"),
including, without limitation, the Mercantile Bancorporation Inc. 1994
Stock Incentive Plan for Non-Employee Directors (the "MBI Director
Plan") and any director deferred compensation plan of any holding
company, bank or other institution acquired, directly or indirectly,
by the Company, whether through merger, consolidation, purchase of
assets or other type transaction (each a "Corporate Transaction"),
shall be established and maintained as accounts under the Plan
(collectively, "Other Plan Accounts"). Amounts credited to the Other
Plan Accounts of Qualifying Individuals as of the date they shall
become Qualifying Individuals hereunder shall be credited to the
respective New Plan Accounts. Initial elections by such Qualifying
Individuals as to the type of account and the Index to be applicable
thereto shall be made (i) in the case of those Qualifying Individuals
whose Other Plan Accounts are established under the MBI Director Plan,
within thirty (30) days of the later of (A) the date of such
Qualifying Individuals are elected and/or appointed to serve in such
capacities or (B) the Effective Date, and (ii) in the case of those
Qualifying Individuals whose Other Plan Accounts are established under
plans established by bank holding companies, banks or other
institutions acquired directly or indirectly by the Company, in a
Corporate Transaction, within thirty (30) days of the later of (A)
consummation date of the relevant Corporate Transaction or (B) the
Effective Date. In the absence of any election by a Qualifying
Individual to the contrary, but subject to subsequent elections as
prescribed in Section 4 hereof, the New Plan Account of such
Qualifying Individual initially shall be established as a Cash Account
and the Index deemed applicable to such Cash Account shall be that
tied to the three (3) year certificate of deposit rate of Mercantile
Bank of St. Louis National Association.
(f) Administration: The Board of Directors of the Company
shall have the right to administer this Plan, including the adoption
of rules or the preparation of forms to be used in its operation, and
to interpret and apply the provisions hereof as well as any rules
which it may adopt. The Board of Directors of the Company may
delegate its administrative authority hereunder to one or more
individuals or to a committee, as such Board deems appropriate.
(g) Governing Law: The validity, construction and effect of the
Plan and any actions taken or relating to the Plan, shall be
determined in accordance with the laws of the State of Missouri and
applicable federal law.
(h) Rights as a Shareholder: A Qualifying Individual shall have
no rights as a shareholder with respect to a Stock Unit until the
Qualifying Individual actually becomes a holder of record of Shares
distributed with respect thereto.
7
<PAGE> 8
(i) Notices: All notices or other communications made or given
pursuant to this Plan shall be in writing and shall be sufficiently
made or given if hand delivered or mailed by certified mail, addressed
to any Qualifying Individual at the address contained in the records
of the Company or to the Company at its principal office, as
applicable.
MERCANTILE BANCORPORATION INC.
By: s/s Jon W. Pierce
Title: Executive Vice President -
Human Resources
8
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-8 of Mercantile Bancorporation Inc. of our reports dated January 15,
1997 and May 13, 1997, with respect to the consolidated balance sheets of
Mercantile Bancorporation Inc. and subsidiaries as of December 31, 1996,
1995, and 1994, and the related consolidated statements of income, changes
in shareholders' equity, and cash flows for each of the years in the three-
year period ended December 31, 1996, which reports are incorporated by
reference in the Form S-8 of Mercantile Bancorporation Inc. dated March 10,
1998.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
March 10, 1998
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Mercantile Bancorporation Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-8 of Mercantile Bancorporation Inc. of our report dated January 20,
1997, with respect to the consolidated balance sheets of Roosevelt Financial
Group, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1996, which report is incorporated by reference in the Form S-8 of Mercantile
Bancorporation Inc. dated March 10, 1998.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
March 10, 1998
