ALLEGIANT BANCORP INC, DEF 14A, 2000-03-17

ALLEGIANT BANCORP INC
DEF 14A, 2000-03-17
STATE COMMERCIAL BANKS

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SCHEDULE 14A INFORMATION

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

ALLEGIANT BANCORP, INC.
(Name of Registrant as Specified in our Charter)
N/A
(Name of Person Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No Fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of our filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

March 17, 2000

Dear Fellow Shareholders:

Our Annual Meeting of Shareholders will be held at the St. Louis
Science Center, 5050 Oakland Avenue, St. Louis, Missouri 63110, at 4:00
p.m., local time, on Thursday, April 20, 2000. The Notice of Annual
Meeting of Shareholders, Proxy Statement and proxy that accompany this
letter outline fully matters on which action is expected to be taken at
the Annual Meeting.

We cordially invite you to attend the Annual Meeting. Even if you
plan to be present at the meeting, you are requested to date, sign and
return the enclosed proxy in the envelope provided so that your shares
will be represented. The mailing of an executed proxy will not affect
your right to vote in person should you later decide to attend the
Annual Meeting.

Sincerely,

KEVIN R. FARRELL
Secretary

ALLEGIANT BANCORP, INC.
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
314-692-8200

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, APRIL 20, 2000

APPROXIMATE DATE OF MAILING TO SECURITY HOLDERS: MARCH 17, 2000

Dear Shareholder:

The Annual Meeting of Shareholders of Allegiant Bancorp, Inc., a
Missouri corporation, will be held at the St. Louis Science Center, 5050
Oakland Avenue, St. Louis, Missouri 63110, on Thursday, April 20, 2000,
at 4:00 p.m. local time, for the following purposes:

1. To elect three (3) members of the Board of Directors;

2. To approve and adopt the Allegiant Bancorp, Inc. 2000 Stock
Incentive Plan; and

3. To consider and act upon such other business as may properly
come before the meeting or any adjournment or postponement
thereof.

Our board of directors has fixed the close of business on March 1,
2000 as the record date for the determination of shareholders entitled
to notice of and to vote at the meeting and any adjournment or
postponement thereof.

The accompanying proxy statement sets forth important information
and is deemed incorporated by reference herein.

By Order of the Board of Directors,

MARVIN S. WOOL
Chairman of the Board

March 17, 2000

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES.

ALLEGIANT BANCORP, INC.
2122 KRATKY ROAD
ST. LOUIS, MISSOURI 63114
314-692-8200

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON THURSDAY, APRIL 20, 2000
_________________

GENERAL

This proxy statement is furnished to the shareholders of Allegiant
Bancorp, Inc., a Missouri corporation, in connection with the
solicitation of proxies for use at the Annual Meeting of Shareholders to
be held at the St. Louis Science Center, 5050 Oakland Avenue, St. Louis,
Missouri 63110, at 4:00 p.m. local time, on Thursday, April 20, 2000,
and at any adjournment or postponement thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.

Your proxy is being solicited by our board of directors and will
be voted in accordance with the instructions contained in the proxy. If
no choice is specified, proxies will be voted in favor of the election
of the nominees for director proposed by our board of directors in
Proposal I and in favor of the approval and adoption of the Allegiant
Bancorp, Inc. 2000 Stock Incentive Plan in Proposal II. A proxy may be
revoked at any time before it is voted by filing a written notice of
revocation or a later-dated proxy with our corporate secretary at our
principal offices or by attending the annual meeting and voting the
shares in person. Attendance alone at the annual meeting will not of
itself revoke a proxy. Proxies that are properly executed, timely
received and not revoked will be voted in the manner indicated thereon
at the annual meeting and any adjournment or postponement thereof.

This proxy statement, the notice of annual meeting and the
accompanying proxy were first mailed to our shareholders on or about
March 17, 2000. We will bear the entire expense of soliciting proxies.
Proxies will be solicited by mail initially. Our directors, executive
officers and employees also may solicit proxies personally or by
telephone or other means, but such persons will not be specially
compensated for such services. Certain holders of record, such as
brokers, custodians and nominees, are being requested to distribute
proxy materials to beneficial owners and will be reimbursed by us for
their reasonable expenses incurred in sending proxy materials to
beneficial owners.

Only shareholders of record at the close of business on March 1,
2000 are entitled to notice of, and to vote at, the annual meeting. On
such date, there were 6,121,851 shares of our common stock, $.01 par
value, issued and outstanding. Except as described below with respect
to cumulative voting in the election of directors, the holder of each
outstanding share of common stock is entitled to one vote on each matter
to be acted upon at the annual meeting. Shares subject to abstentions
will be treated as shares that are present at the annual meeting for
purposes of determining the presence of a quorum and as voted for the
purposes of determining the base number of shares voted on any proposal.
If a broker or other nominee holder indicates on the proxy that it does
not have discretionary authority to vote the shares it holds of record
on a proposal, those shares will not be treated as present at the annual
meeting for purposes of determining the presence of a quorum and will
not be considered as voted for purposes of determining the approval of
the shareholders on a particular proposal.

- 1 -

Cumulative voting is applicable to the election of our directors.
In the election of directors, a shareholder is entitled to cast as many
votes as shall equal the number of shares he or she owns of our common
stock multiplied by three, the number of directors to be elected at the
annual meeting. A shareholder may cast all votes for a single candidate
or may distribute them among two or more candidates as the shareholder
may decide. Each duly executed proxy in the form enclosed will be voted
"FOR" all nominees listed on such proxy, unless otherwise directed in
the proxy. If a shareholder gives a proxy in the form enclosed but
withholds authority to vote for one or more of the nominees listed on
the proxy, the number of votes represented by such shareholder's proxy
shall be divided equally, to the extent practicable without creating
fractional votes, among the remaining nominees.

The approval and adoption of the 2000 Stock Incentive Plan
requires the affirmative vote of a majority of the votes cast on such
proposal at the meeting.

PROPOSAL I. ELECTION OF DIRECTORS

Three individuals will be elected at the annual meeting to serve
as Class III directors for a term of three years. The three nominees
receiving the greatest number of votes at the annual meeting will be
elected.

The persons named as proxies on the accompanying proxy intend to
vote all duly executed proxies received by our board of directors for
the election of Marvin S. Wool, C. Virginia Kirkpatrick and Leon A.
Felman as Class III directors, except as otherwise directed by the
shareholder on the proxy. Mr. Wool, Ms. Kirkpatrick and Mr. Felman
currently are directors. If for any reason Mr. Wool, Ms. Kirkpatrick or
Mr. Felman becomes unavailable for election, which is not now
anticipated, the persons named in the accompanying proxy will vote for
such substitute nominee as is designated by our board of directors.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
MARVIN S. WOOL, C. VIRGINIA KIRKPATRICK AND LEON FELMAN AS CLASS III
DIRECTORS.

The name, age, principal occupation or position and other
directorships with respect to Mr. Wool, Ms. Kirkpatrick and Mr. Felman
and the other directors whose terms of office will continue after the
annual meeting is set forth below.

CLASS III - TO BE ELECTED FOR A TERM OF
THREE YEARS EXPIRING IN 2003

MARVIN S. WOOL, 71, has served as a director since 1990 and as our
chairman and the chairman of Allegiant Bank since March 1992. From
March 1992 through December 1998, Mr. Wool served as our chief executive
officer. For more than the past five years, Mr. Wool has served as the
president and chief executive officer of Dash Multi-Corp, the holding
company for subsidiary companies located in Georgia, Mississippi,
Missouri, New Jersey and California that are in the chemical, cloth
coating and carpet industries. Mr. Wool also serves as chairman of R-B
Rubber Products, Inc., a publicly-held integrated rubber recycler with
headquarters in McMinnville, Oregon.

C. VIRGINIA KIRKPATRICK, 66, has been a director since 1990.
Ms. Kirkpatrick has been president of CVK Personal Management & Training
Specialists, a business consulting and human resource management firm
since 1982.

- 2 -

LEON A. FELMAN, 65, has been a director since 1992. For more than
the past five years, Mr. Felman has been associated with Sage Systems,
Inc., a franchisee of Arby's restaurants in the St. Louis area, and
currently serves as its president and chief executive officer.

CLASS I - TO CONTINUE IN OFFICE UNTIL 2001

KEVIN R. FARRELL, 48, has served as a director since 1989 and as
our corporate secretary since 1994. Mr. Farrell has been president of
St. Louis Steel Products, a steel fabricating company since 1990.

JACK K. KRAUSE, 68, has been a director since 1998. Mr. Krause
has been the president and chief executive officer of Jenkin-Guerin,
Inc., a lubricant manufacturing company, since 1971.

LEE S. WIELANSKY, 48, has been a director since 1990 and became
vice chairman of Allegiant Bank in February 1999. Mr. Wielansky has
been the president of Lee S. Wielansky, LLC, a company which specializes
in investments and property development, since 2000. Mr. Wielansky is a
consultant and a member of the board of directors of Regency Realty
Corporation, a publicly-held real estate investment trust since 1998.
Prior to such time, he was the president and chief executive officer of
Midland Development Group, a real estate development company, for more
than five years.

CLASS II NOMINEES - TO CONTINUE IN OFFICE UNTIL 2002

LELAND B. CURTIS, 56, has been a director since 1996. Mr. Curtis
has been a partner in the law firm of Curtis, Oetting, Heinz, Garrett &
Soule, a law firm located in St. Louis, Missouri, for more than the past
five years.

SHAUN R. HAYES, 40, has served as a director and our president
since 1989 and became our chief executive officer in January 1999.
Additionally, Mr. Hayes has served as president and chief executive
officer of Allegiant Bank since May 1992.

JOHN L. WEISS, 44, has served as a director since March 1999 and
as a director of Allegiant Bank since 1996. Mr. Weiss has been
president of Brentwood Volvo, an automobile dealership in St. Louis,
Missouri, for more than the past 13 years and has been the general
manager of Southpoint Toyota since February 2000.

- 3 -

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding the amount of
our common stock beneficially owned, as of March 1, 2000, by each person
who is a named executive officer, director or known by us to own
beneficially more than 5% of our common stock, and all of our directors
and executive officers as a group:

<TABLE>
<CAPTION>
COMMON STOCK TRUST PREFERRED SECURITIES
------------------------------- -----------------------------
NUMBER OF SHARES NUMBER OF SHARES
NAME OF BENEFICIALLY PERCENT BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED<F1> OF CLASS OWNED<F2> OF CLASS
- ---------------- ---------------- -------- ---------------- --------
<S> <C> <C> <C> <C>
Marvin S. Wool 768,605<F3> 12.05% - -%
Shaun R. Hayes 452,104<F4> 7.31 - -
Leon A. Felman 651,896<F5> 10.22 25,000 1.45
Kevin R. Farrell 303,509<F6> 4.76 - -
Lee S. Wielansky 165,647<F7> 2.60 10,000 <F8>
Jack K. Krause 153,912<F9> 2.41 5,000 <F8>
C. Virginia Kirkpatrick 152,395<F10> 2.39 1,000 <F8>
Leland B. Curtis 36,984<F11> <F8> - -
John L. Weiss 11,932<F12> <F8> - -
Thomas A. Daiber 2,391<F13> <F8>

All directors and executive
officers as a group
(10 persons) 2,699,375<F14> 42.33% 41,000 2.38%
<FN>
- ------------

<F1> Except as otherwise indicated, each individual has sole voting and investment power over
the shares listed beside his or her name. The percentage calculations for beneficial
ownership are based upon 6,121,851 shares of our common stock that were issued and
outstanding as of March 1, 2000, plus, with respect to each individual and for all
directors and executive officers as a group, the number of shares subject to options and
warrants that may be acquired upon exercise or conversion within 60 days of March 1,
2000.

<F2> The percentage calculations for beneficial ownership are based upon 1,725,000 shares of
trust preferred securities that were issued and outstanding as of March 1, 2000. The
trust preferred securities are non-voting securities of Allegiant Capital Trust I. We
own all of the common securities of Allegiant Capital Trust I.

<F3> Total includes: 76,005 shares held by the Dash Industries Pension Plan; 63,636 shares
held in trusts for the benefit of Mr. Wool's children; and 52,345 shares subject to stock
options that are presently exercisable or which are exercisable within 60 days of March
1, 2000. Mr. Wool's address is 2500 Adie Road, Maryland Heights, Missouri 63043.

<F4> Total includes: 4,956 shares held for the benefit of Mr. Hayes' children with shared
voting rights; and 62,244 shares subject to stock options that are presently exercisable
or which are exercisable within 60 days of March 1, 2000; and 2,000 shares held subject to
our section 401(k) plan. Mr. Hayes' address is 2122 Kratky Road, St. Louis, Missouri 63114.

- 4 -

<PAGE>
<PAGE>
<F5> Total includes: 9,900 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 1, 2000; 62,400 shares held in the Leon A.
Felman Family Trust of which Mr. Felman is the voting trustee; and 84,100 shares held
jointly with Mr. Felman's spouse. Mr. Felman's address is 2122 Kratky Road, St. Louis,
MO 63114.

<F6> Total includes: 180,869 shares held of record by Pentastar Family Holdings, Inc.; 54,340
shares held by Mr. Farrell as custodian for his four children; 3,835 shares held by
NFSC/FMTC as Trustee for the IRA of Mr. Farrell's spouse; and 9,900 shares subject to
stock options that are presently exercisable or which are exercisable within 60 days of
March 1, 2000.

<F7> Total includes: 51,300 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 1, 2000.

<F8> Less than one percent.

<F9> Total includes: 101,036 shares that are held in the John K. Krause & Marian J. Krause
Indirect TR UA 3/1/88 John K. Krause & Marian J. Krause Trust; and 5,700 shares subject
to stock options that are presently exercisable or which are exercisable within 60 days
of March 1, 2000.

<F10> Total includes: 16,033 shares held jointly with Ms. Kirkpatrick's spouse; 3,015 shares
held of record by Ms. Kirkpatrick's spouse; 29,927 shares held by Paine Webber as Trustee
for the IRA of Ms. Kirkpatrick's spouse; 8,133 shares held jointly with Ms. Kirkpatrick's
children; and 39,930 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 1, 2000.

<F11> Total includes: 18,480 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 1, 2000.

<F12> Total includes: 4,080 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 1, 2000; and 1,118 shares held of record by
Mr. Weiss's spouse.

<F13> Total includes: 1,640 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 1, 2000; and 391 shares held subject to
our section 401(k) plan.

<F14> Total includes: 255,519 shares subject to stock options that are presently exercisable or
which are exercisable within 60 days of March 1, 2000.
</TABLE>

- 5 -

BOARD OF DIRECTORS AND COMMITTEES

During 1999, our board of directors met 13 times, including
regularly scheduled and special meetings. During the year all of the
directors attended at least 75% of all meetings held by the board of
directors and all committees upon which they served.

Our board of directors has a standing executive committee, audit
committee and directors' and executives' compensation committee.

EXECUTIVE COMMITTEE. Marvin S. Wool (Chairperson), Shaun R.
Hayes, C. Virginia Kirkpatrick, Kevin R. Farrell and Lee S. Wielansky
are members of our executive committee. The executive committee may
exercise all powers of our board of directors that may be lawfully
delegated when the board of directors is not in session. The executive
committee met twelve times during 1999.

AUDIT COMMITTEE. C. Virginia Kirkpatrick (Chairperson), Jack K.
Krause, John L. Weiss and Leon A. Felman are members of our audit
committee. The audit committee's duties include meeting with the
independent auditors, management, internal auditors and credit review
personnel to periodically review the work of each and oversee the
discharge of their respective responsibilities. The audit committee met
eight times during 1999.

DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE. The members
of the directors' and executives' compensation committee are Leland B.
Curtis (Chairperson), Kevin R. Farrell and John L. Weiss. The directors'
and executives' compensation committee reviews and recommends the
salaries and other compensation of all our directors and executive
officers. The directors' and executives' compensation committee met six
times during 1999.

COMPENSATION OF DIRECTORS

Directors are paid a $12,000 annual retainer plus $1,500 per
board meeting attended. There are six meetings scheduled for the board
during calendar year 2000. Directors who are also employed by us are
not eligible to receive directors fees. Directors serving on our audit
committee are paid $500 per year, directors serving on our executive
committee receive $1,000 per year, directors serving on our directors'
and executives' compensation committee receive $250 per year and
directors serving on the Allegiant Bank loan committee receive $2,500
per year. Pursuant to our 1996 Directors' Stock Option Plan, directors
who have served on our board of directors for at least two years receive
options to purchase 4,950 shares of our common stock on the day after
the annual meeting each year a director remains on our board of
directors. Directors who also are either our chairman and/or president
receive a minimum of 9,899 options per year. Options granted under the
directors' stock option plan have a term of five years.

In fiscal year 1999, each of our directors participated in our
fee conversion plan for directors and committee members. Such plan
provides for the conversion of directors' fees into shares of our common
stock. Under the plan, the fees each director earns during a quarter
are credited to an account established for such director. As of the
date of each quarterly board meeting, we determine the number of shares
such director is entitled to receive, based on the amount of fees
credited to the account and the closing price of our common stock as of
such date. In fiscal year 2000, shares of our common stock will be
purchased for directors by contributing their fees to our dividend
reinvestment and stock purchase plan.

- 6 -

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain of our officers and directors are customers of Allegiant
Bank. All such customer transactions were made in the ordinary course
of business, on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than normal
risk of collectibility or present other unfavorable or unusual features.

REPORT OF DIRECTORS' AND EXECUTIVES' COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

Our directors' and executives' compensation committee has issued
the following report for the year ended December 31, 1999.

COMPENSATION PHILOSOPHY

The directors' and executives' compensation committee approves
the policies for and structure and recommends to our board of directors
the amount of compensation of our senior officers, including our chief
executive officer. The committee's goal is to establish compensation
programs that will attract and retain highly qualified executives and
provide an incentive to such executives to focus their efforts on our
long-term strategic goals by aligning their financial interests closely
with long-term shareholder interests. The committee is composed
entirely of independent directors.

A significant component of our executive officer compensation
program is cash remuneration in the form of base salaries and annual
discretionary bonuses. Bonuses are determined based upon our
performance and that of the individual executive during the fiscal year.
In evaluating performance, financial, non-financial and long-term
strategic objectives are considered. Base salaries generally represent
a large portion of the executive officers' total cash compensation and
are considered to be average relative to comparably sized bank holding
companies. Bonuses make up a smaller portion of the executive officers'
total cash compensation. The committee believes that basing a portion
of an executive officer's compensation on both individual and our
performance motivates the executive to perform at the highest possible
level.

As a central component of our executive officer compensation
program, the committee annually awards executive officers options to
acquire shares of our common stock. The committee believes that stock
options provide a highly efficient form of compensation from both a cost
and an accounting perspective, and that such awards provide an incentive
to achieve our longer-term strategic goals by aligning the long-term
financial interests of the executive officers with those of our
shareholders. The committee also believes that significant levels of
stock ownership and ownership potential will assist in retaining the
services of the executive officers.

DETERMINATION OF 1999 EXECUTIVE OFFICER COMPENSATION

The committee met six times to determine annual bonuses and
long-term incentive compensation for the executive officers for 1999.
In preparation for these meetings, the committee reviewed the overall
profitability, growth and financial performance of us, our subsidiaries
and their various business lines. In

- 7 -

determining each executive officer's bonus, the committee considered
factors it had identified to measure profitability and growth.

The committee compared our financial performance during 1999
against the objectives set by management and the board of directors at
the beginning of the year. Based on this information, the committee
determined a compensation range that it believed fairly reflected our
overall and relative financial performance and was reasonably
competitive with other comparable companies in the commercial banking
industry. The committee then reviewed the specific non-financial
objectives established for each executive officer by our board of
directors at the beginning of the year and evaluated each executive
officer's performance with respect to such objectives.

Mr. Hayes was appointed our president in 1989 and president and
chief executive officer of Allegiant Bank in 1992. Additionally, Mr.
Hayes became our chief executive officer in January 1999. For 1999, Mr.
Hayes received a salary of $325,000, and a bonus of $70,000 and options
to purchase 9,899 shares pursuant to our directors' stock option plan.

CONCLUSION

Through the program described above, a significant portion of
executive compensation is linked directly to individual and corporate
performance, earnings per share and stock price appreciation. The
committee intends to continue the policy of linking executive
compensation to individual and corporate performance and returns to
shareholders, recognizing that the business cycle from time to time may
result in an imbalance for a particular period.

The Members of the Directors' and Executives'
Compensation Committee

Leland B. Curtis, Chairperson
Kevin R. Farrell
John L. Weiss

March 17, 2000

- 8 -

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation of our chief
executive officer and president. No other executive officer's aggregate
salary and bonus exceeded $100,000 during 1999.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------- ------------------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING
PAYOUTS SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- --------------------------- ------- ------- ------ ------------ ---------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shaun R. Hayes 1999 325,000 70,000 <F1> -- 9,899 -- 10,471<F2>
President and Chief Executive 1998 258,654 30,000 <F1> -- 8,249 365,110<F3> 10,868
Officer of each of Allegiant 1997 202,493 20,000 <F1> -- 9,448 -- 9,793
Bancorp, Inc. and Allegiant Bank

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

<F1> The aggregate amounts of other annual compensation do not exceed the lesser of either $50,000 or 10% of the total annual
salary and bonus reported for that fiscal year.

<F2> Consists of $10,000 in matching contributions to our qualified and unqualified plans; and $471.00 for personal use of a
company owned vehicle.

<F3> Pursuant to our Phantom Stock Plan, Mr. Hayes was paid a cash award based upon the increase in the book value of our common
stock from December 31, 1994 to December 31, 1998. The plan terminated as to periods beginning after December 31, 1998.
</TABLE>

EXECUTIVE RETENTION AGREEMENT

We and our president, Shaun R. Hayes, have entered into an
Executive Retention Agreement under which Mr. Hayes will receive
severance benefits in certain circumstances after a "change in control."
The agreement continues until the earlier of January 1, 2005 or the date
Mr. Hayes' employment terminates. Mr. Hayes is the only person who has
such an agreement with us.

A "change in control" is defined in the agreement to mean,
generally: (i) the acquisition by any person of 30% or more of our then
outstanding voting stock; (ii) a change in the composition of our board
of directors such that incumbent directors and their nominees do not
constitute a majority of our board; (iii) a reorganization, merger or
consolidation of us unless owners of all of our common stock or of our
voting securities prior to such event own at least 50% of the voting
securities of the surviving corporation following such event in the same
proportions as they owned our voting securities prior to such event;
(iv) a reorganization, merger or consolidation in which any person
beneficially owns, directly or indirectly, 20% of our common stock
or of the voting securities of the surviving corporation; (v) a
reorganization, merger or consolidation after which a majority of the
members of the board of directors of the surviving corporation were not
members of our board of directors at the time of the execution of the
initial agreement providing for such reorganization, merger or
consolidation; (vi) any sale, lease, exchange or transfer of all, or
substantially all, of our assets; or (vii) the liquidation or
dissolution of us.

If, within three years after a change in control, we or the
successor corporation to us terminate the employment of Mr. Hayes
without "cause" (generally, willful failure to perform his duties,
willful misconduct injurious to us or a material breach of the
agreement) or if Mr. Hayes terminates his employment with "good reason"
(generally, a material diminution in authority or responsibilities, a
reduction in the salary or of any benefit specified in the agreement, a
purported termination of Hayes in contravention of the agreement, any
material breach of the agreement by us, our failure to require any

- 9 -

successor entity to assume our obligations under the agreement, or,
within 18 months following the change in control, resignation by Mr.
Hayes in his sole and absolute discretion) within three years after the
change in control, we or the successor corporation will be required to
pay severance benefits consisting of a lump-sum cash amount equal to
2.99 times Mr. Hayes' annual base salary. The cash payment to Mr. Hayes
is subject to reduction to the extent that such payment would require
him to pay a Federal excise tax under the Internal Revenue Code of 1986,
as amended. In addition, all options held by Mr. Hayes will become
fully exercisable as of his date of termination and remain fully
exercisable, except for incentive stock options, for six months
following the date of termination.

Pursuant to the agreement, for one year following the date of
termination of his employment, Mr. Hayes shall not, without the prior
written approval of our board of directors, become an officer, employee,
agent, partner, director or greater-than-five percent investor of any
business enterprise in substantial direct competition with us.
"Substantial direct competition" is defined generally to mean that such
entity competes with us in any business we or our subsidiaries are
engaged in and within our market area, the greater metropolitan St.
Louis area. Mr. Hayes is not bound by this non-compete provision in the
event we terminate his employment without cause or if he terminates his
employment for good reason. Additionally, after the termination of his
employment for any reason, Mr. Hayes shall hold in a fiduciary capacity
all secret or confidential information about us or our subsidiaries and
affiliates that he has obtained through his employment with us and shall
not divulge such knowledge without our prior written consent. These
non-compete and confidentiality provisions survive the termination of
the agreement and/or Mr. Hayes' employment with us.

OPTION/SAR GRANTS IN LAST YEAR

The following table sets forth information concerning stock option
grants made in 1999 to our chief executive officer. No SARs were
granted in 1999.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------------- VALUE AT
NUMBER OF ASSUMED ANNUAL
SECURITIES PERCENT OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR
OPTIONS/SARS GRANTED TO EXERCISE OR OPTION TERM <F3>
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------------
NAME (#) FISCAL YEAR <F1>($/SH) DATE <F2> 5%($) 10%($)
---- ------------ ---------------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Shaun R. Hayes 9,899<F4> 12.7% $12.50 January 21, 2005 $34,152 $75,529

<FN>
- ------------
<F1> The exercise price may be paid in cash or, at the discretion of the committee, by shares of common stock already owned by
Mr. Hayes, valued at fair market value on the date of exercise, or a combination of cash and our common stock.

<F2> The options terminate on the earlier of five years after the date of grant; twelve months from termination for disability;
three months from termination of employment for reasons other than retirement, disability or death; or immediately on
termination for cause.

<F3> The indicated 5% and 10% rates of appreciation are provided to comply with Securities and Exchange Commission regulations and
do not necessarily reflect our views as to the likely trend in our common stock price. The effect of 5% and 10% rates of
appreciation on our common stock held for five years is demonstrated by the following: a share of our common stock purchased
on January 21, 2000 at a price per share of $12.50 and held until January 21, 2005 would have a value of $15.95 at a 5% rate
of appreciation, and a value of $20.13 at a 10% rate of appreciation. Actual gains, if any, on stock option exercises and
common stock holdings will be dependent on, among other things, the future performance of our common stock and overall market
conditions. There can be no assurance that the amounts reflected herein will be

- 10 -

achieved. Additionally, these values do not take into consideration the provisions of the options providing for
nontransferability or delayed exercisability.

<F4> The entire option grant became immediately exercisable on the date of grant. These options were granted to Mr. Hayes
pursuant to our directors' stock option plan.
</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND YEAR-END
OPTION/SAR VALUES

The following presents certain information concerning stock option
exercises in the year ended December 31, 1999, and options remaining
unexercised at December 31, 1999 by our chief executive officer.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON FISCAL YEAR-END (#) AT FISCAL YEAR-END<F1> ($)
EXERCISE VALUE REALIZED -------------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Shaun R. Hayes 8,436 $61,094 62,244 -- $32,403 --

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

<F1> Based on our common stock closing price on December 31, 1999 of $9.75.
</TABLE>

- 11 -

COMPARISON OF FOUR-YEAR CUMULATIVE TOTAL RETURN AMONG ALLEGIANT BANCORP,
INC., NASDAQ AND SNL $500M - $1B BANK ASSET-SIZE INDICES

The following graph compares quarterly cumulative shareholder
returns over the period from September 29, 1995 (the date we began
trading on the Nasdaq) through December 31, 1999 (including reinvestment
of dividends) on an indexed basis with the Nasdaq index and the SNL
$500M-$1B Bank Asset Size index. The SNL $500M-$1B Bank Asset Size
Index is comprised of 80 major publically traded banks in the United
States.

ALLEGIANT BANCORP, INC.

[GRAPH]

<TABLE>
<CAPTION>
PERIOD ENDED
-----------------------------------------------------------------------------
INDEX 09/29/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Allegiant Bancorp, Inc. 100.00 139.18 157.59 218.75 185.41 200.51
NASDAQ - Total US 100.00 101.22 124.53 152.59 214.98 390.79
SNL $500M-$1B Bank Index 100.00 108.10 135.14 219.67 215.99 199.94
</TABLE>

- 12 -

<PAGE>
<PAGE>
PROPOSAL II: ADOPTION OF THE
ALLEGIANT BANCORP, INC.
2000 STOCK INCENTIVE PLAN

Our board of directors has adopted, subject to approval by our
shareholders, the Allegiant Bancorp, Inc. 2000 Stock Incentive Plan,
which provides for the granting of stock options and for other stock-
based awards. The 2000 Stock Incentive Plan replaces our 1996 Stock
Option Plan under which the shares allocated have been exhausted.

The total number of shares of our common stock issuable under the
plan is not to exceed 600,000 shares, subject to adjustment in the event
of any change in the outstanding shares of such stock by reason of a
stock dividend, stock split, recapitalization, merger, consolidation or
other similar change generally affecting our shareholders. Of these
600,000 shares of stock, no more than 175,000 shares may be issued to
participants in the plan in any plan year, and no more than 15,000
shares may be issued to any one individual in any plan year.

Our board of directors believes that the plan will advance our
interests and those of our shareholders by providing additional
incentives and motivation toward superior performance and by enabling us
and our subsidiaries to attract and retain the services of key employees
and directors, upon whose judgment, talents and special efforts, the
successful conduct of our operations is largely dependent. The vote
required to approve the plan is a majority of the shares of our common
stock cast on such proposal at the annual meeting.

The plan is administered by the administrator. The administrator
may be our board of directors or, if our board of directors so
designates, our directors' and executive officers' compensation
committee. The administrator, by majority action thereof, is authorized
in its sole discretion to construe and interpret the plan, to make,
amend and rescind rules and regulations regarding the plan and its
administration, to determine the terms and provisions of the respective
stock option, restricted stock, restricted stock unit and performance
award agreements (which need not be identical), and to take whatever
action is necessary to carry out the purposes of the plan; provided,
however, that the administrator may take no action that will impair any
award previously granted under the plan or cause the plan not to meet
the requirements of Rule 16b-3 of the Securities Exchange Act of 1934,
as amended.

The complete text of the plan is set forth in Appendix A to this
proxy statement. The following summary of certain provisions of the
plan is qualified in its entirety by reference to the full text of the
plan.

DESCRIPTION OF THE PLAN

Under the terms of the plan, our employees, directors, advisors
and consultants (as determined by the administrator in its sole
discretion) will be eligible to receive: (a) incentive stock options;
(b) nonqualified stock options; (c) stock appreciation rights; (d)
restricted stock; (e) restricted stock units; and (f) performance
awards.

INCENTIVE STOCK OPTIONS. Incentive stock options granted under
the plan will entitle the holder thereof to purchase shares of our
common stock at the base price established by the administrator, which
price shall not be less than 110% of the fair market value, as defined
in the plan, of our common stock on the date the option is granted.
Such incentive stock options will be exercisable not later than ten
years

- 13 -

after the date of the grant, or five years with respect to incentive
stock options held by ten percent or greater shareholders, and will
terminate not later than three months after termination of employment
for any reason other than death or disability. In the event the
termination of employment is for cause or is due to other specified
reasons under the plan, the incentive stock options will expire
immediately. Incentive stock options outstanding and unexercised at the
time of the death or disability of the participant generally terminate
on the expiration of twelve months after the date of such event or on
their expiration dates, if earlier. Incentive stock options shall be
granted only to our employees or those of our subsidariaries.

Under the plan, no more than 600,000 shares may be issued in the
form of incentive stock options.

NONQUALIFIED STOCK OPTIONS. Nonqualified stock options will
consist of nonqualified options to purchase shares of stock at purchase
prices determined by the administrator; provided, however, the purchase
price shall be not less than 110% of the Fair Market Value of our common
stock on the date the option is granted. Nonqualified stock options
will be exercisable not later than ten years after the date they are
granted, and will terminate not later than three months after
termination of employment for any reason other than death, retirement or
disability. In the event of death, retirement or disability, the
options will expire eighteen months after the date of such event or on
their original expiration date, or if earlier. In the event the
termination of employment is for cause or is due to other specified
reasons under the plan, nonqualified stock options will expire
immediately. The administrator will have the right to determine at the
time the option is granted whether shares issued upon exercise of a
nonqualified stock option will be subject to restrictions and, if so,
the nature of the restrictions.

STOCK APPRECIATION RIGHTS. Stock appreciation rights may be
granted which, in the discretion of the administrator, may be exercised
(1) in lieu of exercise of an option, (2) in conjunction with the
exercise of an option, (3) upon lapse of an option, (4) independent of
an option or (5) each of the above in connection with a previously
awarded option. The administrator may establish, in its sole
discretion, a maximum amount per share that will be payable upon
exercise of a stock appreciation right, and may impose such conditions
on exercise of a stock appreciation right as may be required to satisfy
the requirements of Rule 16b-3 (or any successor rule) under the
Securities Exchange Act of 1934, as amended.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS. Restricted stock
shall consist of stock or stock units issued under the plan at any
purchase price less than the fair market value thereof on the date of
issuance, or as a bonus. In the case of any restricted stock or
restricted stock units:

(a) The purchase price, if any, will be determined by the
administrator;

(b) Restricted stock or restricted stock units may be
subject to: (1) restrictions on the sale or other disposition
thereof; (2) our right to reacquire such restricted stock or
restricted stock units at the purchase price, if any, originally
paid therefor upon the occurrence of specified events within
specified periods; (3) representation by the participant that he
or she intends to acquire restricted stock or restricted stock
units for investment and not for resale; and (4) such other
restrictions, conditions and terms as the administrator deems
appropriate; and

(c) The participant, shall be entitled to all dividends
paid with respect to restricted stock, and shall be entitled to
vote restricted stock, during the period of restriction, as
defined in the plan.

- 14 -

PERFORMANCE AWARDS. The administrator may grant performance
awards which may consist of shares of our common stock, stock options,
restricted stock, restricted stock units, cash payments or a combination
thereof. In the event that performance goals are achieved over a
designated time period, the performance awards will be made in a
predesignated form in a single or in periodic installments as the
administrator determines in its sole discretion. The goals established
by the administrator shall be based on one or more financial measures of
us: (1) pre-tax or after-tax return on equity or average assets; (2)
earnings per share; (3) return on shareholders' equity; (4) revenue
growth; (5) pre-tax or after-tax net income; (6) book value per share;
(7) market price per share; (8) relative performance to peer group
companies; (9) expense management; and (10) efficiency ratio. In the
event the goal is not achieved at the conclusion of the designated
performance period, no payment shall be made to a participant. However,
goals may include standards for partial achievement and provide for a
partial award for partial achievement. The participant shall have no
right to vote any shares of our common stock subject to a performance
award, nor shall such participant have any right to receive dividends on
such shares until the performance goals are achieved and the shares
issued. No performance award shall entitle any individual to receive
more than 15,000 shares of common stock and the maximum performance
award payable to all participants at a designated subsidiary for any
calendar year (excluding any additional cash payment) shall not exceed
$250,000.

CHANGE OF CONTROL. If the terms of an agreement under which the
administrator has granted an award under the plan shall so provide, upon
a change of control, as defined in the plan, outstanding awards shall
become immediately and fully exercisable or payable according to the
terms set forth in the plan.

DURATION, AMENDMENT AND TERMINATION. No award shall be granted
more than ten years after the effective date of the plan; provided,
however, that the terms and conditions applicable to any award granted
within such period may thereafter be amended or modified by mutual
agreement between us and the participant or such other person as may
then have an interest therein (notwithstanding the fact that an
amendment or modification may cause an option to no longer qualify as an
incentive stock option). Also, by mutual agreement between us and a
participant, stock options or other awards may be granted to such
participant in substitution and exchange for, and in cancellation of,
any awards previously granted such participant under this plan. Our
board of directors may amend the plan from time to time or terminate the
plan at any time. However, no action shall reduce the amount of any
existing award or change the terms and conditions thereof without the
participant's consent. No amendment of the plan shall, without approval
of our shareholders: (a) increase the total number of shares which may
be issued under the plan or increase the amount or type of awards that
may be granted under the plan; (b) change the minimum purchase price, if
any, of shares of stock or stock units which may be made subject to
awards under the plan; (c) modify the requirements as to eligibility for
awards under the plan; or (d) cause the plan and/or awards pursuant to
the plan not to comply with either Rule 16b-3, or any successor rule,
under the Securities Exchange Act of 1934, as amended, or Section 162(m)
of the Internal Revenue Code of 1986, as amended.

FEDERAL INCOME TAX CONSEQUENCES

No income will be realized by a participating officer or employee
on the grant of an incentive stock option or a nonqualified stock
option, the grant of a stock appreciation right, the award of restricted
stock or the award of stock units, and we will not be entitled to a
deduction at such time. If a holder exercises an incentive stock option
and does not dispose of the shares acquired within two years from the
date of the grant, or within one year from the date of exercise of the
option, no income will be realized by

- 15 -

the holder at the time of exercise; however, the exercise may give rise
to alternative minimum tax liability. We will not be entitled to a
deduction by reason of the exercise. If a holder disposes of the shares
acquired pursuant to an incentive stock option within two years from the
date of grant of the option or within one year from the date of exercise
of the option, the holder will realize ordinary income at the time of
disposition equal to the excess, if any, of the lesser of (a) the amount
realized on the disposition or (b) the fair market value of the shares
on the date of exercise, over the holder's basis in the shares. We
generally will be entitled to a deduction in an amount equal to such
income in the year of the disqualifying disposition.

Upon the exercise of a nonqualified stock option or the surrender
of a stock appreciation right, the excess, if any, of the fair market
value of the stock on the date of exercise over the purchase price or
base price, as the case may be, is ordinary income to the holder as of
the date of exercise. We generally will be entitled to a deduction
equal to such excess amount in the year of exercise.

Subject to a voluntary election by the holder under Section 83(b)
of the Internal Revenue Code of 1986, as amended, a holder will realize
income as a result of the award of restricted stock at the time the
restrictions expire on such shares. An election pursuant to Section
83(b) of the Internal Revenue Code of 1986, as amended, would have the
effect of causing the holder to realize income in the year in which such
award was granted. The amount of income realized will be the difference
between the fair market value of the shares on the date such
restrictions expire (or on the date of issuance of the shares in the
event of a Section 83(b) election) over the purchase price, if any, of
such shares. We generally will be entitled to a deduction equal to the
income realized in the year in which the holder is required to report
such income.

An employee will realize income as a result of a performance award
at the time the award is issued or paid. The amount of income realized
by the participant will be equal to the fair market value of the shares
on the date of issuance, in the case of a stock award, and to the amount
of the cash paid, in the event of a cash award. We will be entitled to
a corresponding deduction equal to the income realized in the year of
such issuance or payment.

TAX WITHHOLDINGS

We shall be entitled to withhold the amount of any tax
attributable to any amounts payable or shares deliverable under the plan
after giving the person entitled to receive such payment or delivery
notice as far in advance as practicable, and we may defer making payment
or delivery as to any award if any such tax is payable until indemnified
to its satisfaction. The person entitled to any such delivery may, by
notice to us at the time the requirement for such delivery is first
established, elect to have such withholding satisfied by a reduction of
the number of shares otherwise so deliverable, such reduction to be
calculated based on the fair market value on the date of such notice. A
participant shall remain subject to withholding taxes upon the exercise
of a nonqualified stock option by a permitted transferee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
ALLEGIANT BANCORP, INC. 2000 STOCK INCENTIVE PLAN.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors, executive officers and person who own more than
ten percent of our outstanding stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. To
our knowledge, based solely on our review of such reports furnished to
us and written representations that no other

- 16 -

reports were required, all Section 16(a) filing requirements applicable
to our directors, executive officers and greater-than-ten percent
shareholder were compiled with during the year ended December 31, 1999,
except for the following: Mr. Curtis filed three late Form 4's
reporting five transactions; Mr. Farrell filed three late Form 4's
reporting five transactions; Mr. Felman filed five late Form 4's
reporting 28 transactions; Mr. Hayes filed five late Form 4's reporting
18 transactions; Ms. Kirkpatrick filed five late Form 4's reporting
eight transactions; Mr. Krause filed five late Form 4's reporting ten
transactions; Mr. Weiss filed three late Form 4's reporting five
transactions; Mr. Wielansky filed five late Form 4's reporting 13
transactions; and Mr. Wool filed four late Form 4's reporting six
transactions. Substantially all the late reports related to purchases
of shares. None of such reports related to transactions creating
liability for "short swing" profits under Section 16(b) of the
Securities Exchange Act of 1934, as amended. We have strengthened our
policies to ensure timely beneficial ownership reporting in the future.

INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young LLP served as our independent public accountants for
1999 and has been selected by our board of directors to continue in such
capacity during 2000. Our board of directors retained Ernst & Young
based upon the board's determination that we would benefit from Ernst &
Young's local expertise in financial institutions and in matters
involving the Securities and Exchange Commission. Representatives of
Ernst & Young are expected to be present at our annual meeting to
respond to appropriate questions from shareholders, and such
representatives will have the opportunity to make statements if they so
desire.

The engagement of Ernst & Young arose from our policy of
requesting proposals for audit services every three years. In each of
1992, 1995 and 1998, our board of directors solicited proposals from
selected auditing firms to audit our financial statements. BDO Seidman,
LLP served as our independent auditors for the six-year period ended
December 31, 1997 and a national accounting firm served as our
independent auditors for the three-year period ended December 31, 1991.

The BDO Seidman audit reports on our consolidated financial
statements as of and for the year ended December 31, 1997 did not
contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. During the year ended December 31, 1997 and through the
period ended May 29, 1998, there was no disagreement between us and BDO
Seidman on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement
if not resolved to the satisfaction of BDO Seidman, would have caused it
to make references to the subject matter of such disagreement in
connection with its report.

As we previously reported in our Annual Report on Form 10-KSB for
the year ended December 31, 1997, operating losses increased $794,000 in
1997 compared to the prior year. During the latter part of 1997,
several events occurred which culminated in increased levels of
operating losses. In September 1997, we acquired two branch offices.
These branches were integrated into our existing computer and operating
systems during September 1997. Substantial difficulties were
encountered in this integration process because of the different
operating policies and procedures between the organizations and because
of the large increase in transactional volumes. Shortly after
integrating these branches, we upgraded our computer systems to an
entirely new operating system designed to handle the substantially
increased size and volumes resulting from the branches, as well as
provide capacity for future growth. The computer systems conversions
compounded the integration process due to conversion anomalies and the
subsequent differences in the computer operating systems. Because of
these events, we experienced impediments reconciling accounts and
researching and clearing reconciling items. The differences that
resulted totaled

- 17 -

$752,000, which was charged to operating losses in the fourth quarter of
1997. We believe that these losses were not systemic and were non-
recurring.

Over the past few years, we have experienced substantial growth
which has strained our management, administrative and operating
resources and financial control systems. We have added various key
officers with experience in banking and accounting. Following the audit
of our financial statements as of and for the year in the period ended
December 31, 1997, on which, as previously discussed, BDO Seidman issued
an unqualified audit opinion, we received a management letter from BDO
Seidman. The management letter identified certain material weaknesses
in the design and operation of our internal controls, which the
accountants indicated adversely affected our ability to record, process,
summarize and report financial data. In response to our Current Report
on Form 8-K filed with the Securities and Exchange Commission on June 5,
1998, BDO Seidman stated that "we make no representation that the
material weaknesses uncovered during our audit procedures or that the
system of internal controls have been improved." We believe that we
have implemented steps to correct the deficiencies noted, including the
hiring of senior management with substantial experience in banking,
accounting and auditing.

We have authorized BDO Seidman to fully respond to any inquiries of
Ernst & Young concerning its audit. During the year ended December 31,
1997 and through the date of the appointment, Ernst & Young did not
provide us with any consultations regarding the application of
accounting principles to specific transactions and the type opinion that
they may have rendered on the financial statements. However, we engaged
Ernst & Young in June 1998 as a consultant in connection with the
organization by Allegiant Bank of a real estate investment trust.

PROPOSALS OF SHAREHOLDERS

Under applicable regulations of the Securities and Exchange
Commission, all proposals of shareholders to be considered for inclusion
in the proxy statement for the 2001 Annual Meeting of Shareholders must
be received at our office, c/o corporate secretary, 2122 Kratky Road,
St. Louis, Missouri 63114 by not later than November 17, 2000. Our
by-laws provide that shareholder proposals, including nominations of
directors, that do not appear in the proxy statement may be considered
at a meeting of shareholders only if written notice of the proposal is
received by our corporate secretary not less than 60 days and not more
than 90 days prior to the anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the shareholder must be delivered not
earlier than the 10th day prior to such annual meeting and not later
than the 60th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is
first made by us. Under our by-laws, the date by which written notice
of a proposal must be received by us to be considered at the 2001 annual
meeting of shareholders is February 19, 2001.

Any written notice of a shareholder proposal must include the
following information: (a) as to each person whom the shareholder
proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, (1) the name and address of such
shareholder, as they

- 18 -

appear on our books, and of such beneficial owner, and (2) the class and
number of shares of our common stock which are owned beneficially and of
record by such shareholder and such beneficial owner.

DISCRETIONARY VOTING

At the 2001 annual meeting, the individuals named in the proxy
relating to such meeting will exercise discretionary authority to vote
on any matter brought before the meeting with respect to which we were
provided with notice after November 17, 2000, and before February 19,
2001. In addition, we will include in the proxy statement advice on the
nature of the matter and how the individuals named in the proxy relating
to such meeting intend to exercise their discretion to vote on each
mater. Notwithstanding the above, the individuals named in the proxy
relating to such meeting shall not exercise discretionary authority over
a matter if: (1) we receive notice of such matter by February 19, 2001;
(2) by February 19, 2001, the proponent of such matter provides us with
a written statement that the proponent intends to deliver a proxy
statement and form of proxy to holders of at least the percentage of our
voting shares required under Missouri law to carry the proposal; (3) the
proponent includes the same statement in our proxy materials filed under
Rule 14a-6 of the Securities Exchange Act of 1934, as amended; and
(4) immediately after soliciting the percentage of shareholders required
to carry the proposal, the proponent provides us with a statement from
any solicitor or other person with knowledge that the necessary steps
have been taken to deliver a proxy statement and form of proxy to
holders of at least the percentage of our voting shares required under
Missouri law to carry the proposal.

ANNUAL REPORT

Our annual report for the year ended December 31, 1999 has been
mailed simultaneously to our shareholders.

A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(EXCLUDING EXHIBITS) MAY BE OBTAINED BY ANY SHAREHOLDER, WITHOUT CHARGE,
UPON WRITTEN REQUEST TO MS. CHRISTY SIBURT, VICE PRESIDENT - INVESTOR
RELATIONS, ALLEGIANT BANCORP, INC., 2122 KRATKY ROAD, ST. LOUIS,
MISSOURI 63114, 314-692-8200.

OTHER MATTERS

As of the date of this proxy statement, our board of directors
does not intend to present, nor has it been informed that other persons
intend to present, any matters for action at the annual meeting, other
than those specifically referred to herein. If, however, any other
matters should properly come before the annual meeting, it is the
intention of the persons named on the proxy to vote the shares
represented thereby in accordance with their judgment as to our best
interest on such matters.

By Order of the Board of Directors,

MARVIN S. WOOL
Chairman

March 17, 2000

- 19 -

ANNEX A

ALLEGIANT BANCORP, INC.

2000 STOCK INCENTIVE PLAN

EFFECTIVE MARCH 9, 2000

A-1

ALLEGIANT BANCORP, INC.
2000 STOCK INCENTIVE PLAN

PAGE

Section 1. Purpose 1

Section 2. Definitions 1

Section 3. Administration 3

Section 4. Shares Reserved Under the Plan 5

Section 5. Participants 5

Section 6. Types of Awards 5

Section 7. Date of Granting Awards 5

Section 8. Incentive Stock Options 6

Section 9. Nonqualified Stock Options 6

Section 10. Stock Appreciation Rights 7

Section 11. Restricted Stock and Restricted Stock Units 8

Section 12. Performance Awards 8

Section 13. Adjustment Provisions 9

Section 14. Change of Control 9

Section 15. Nontransferability 11

Section 16. Taxes 12

A-2

Section 17. No Right to Employment 12

Section 18. Duration, Amendment and Termination 12

Section 19. Shareholder Approval 12

Section 20. Miscellaneous 13

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ALLEGIANT BANCORP, INC.
2000 STOCK INCENTIVE PLAN
1. PURPOSE

The purpose of this Plan is to encourage certain Employees
and Directors of the Company, and of such Subsidiaries of the Company as
the Administrator designates, to acquire Stock or to receive monetary
payments based on the value of such Stock or based upon achieving
certain goals on a basis mutually advantageous to such Employees and
Directors of the Company and thus to provide an incentive for
continuation of the efforts of Employees and Directors for the success
of the Company and aid the Company and its Subsidiaries in competing
with other enterprises for the services of new Employees and Directors.
Compensation relating to Awards under the Plan is generally intended to
qualify as "performance-based compensation" under Section 162(m) of the
Code.

2. DEFINITIONS

Whenever used herein, the following terms shall have the
respective meanings set forth below:
a. ACT means the Securities Exchange Act of 1934, as amended
from time to time.
b. ADMINISTRATOR means the Board or, if the Board so
designates, the Committee.
c. AWARD means any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit or Performance Award granted
under the Plan.
d. BASE PRICE means, in the case of an Option or a Stock
Appreciation Right, a price fixed by the Administrator at
which the Option or the Stock Appreciation Right may be
exercised, which shall not be less than 110% of the Fair
Market Value of a share of Common Stock on the date of grant
of such Option or Stock Appreciation Right.
e. BOARD means the Board of Directors of the Company.
f. CHANGE OF CONTROL is defined in Section 14.
g. CODE means the Internal Revenue Code of 1986, as amended and
in effect from time to time.
h. COMMITTEE means those members of the Directors' and
Executive Officers' Compensation Committee of the Board each
of whom is both (1) qualified to administer this Plan as
contemplated by Rule 16b-3 and (2) considered to be an
"outside director" as contemplated by Section 162(m) of the
Code.
i. COMMON STOCK means the common stock, $.01 par value, of the
Company.
j. COMPANY means Allegiant Bancorp, Inc., a Missouri
corporation.
k. COVERED EMPLOYEE means a covered employee as that term is
defined in Section 162(m) of the Code.
l. DIRECTOR means a member of the Board (including members who
are also Employees) of the Company or any Subsidiary of the
Company.
m. DISABILITY means a physical and/or mental condition that
renders a Participant unable to perform the duties of the
Participant's position on a full-time basis for a period of
one hundred eighty (180) consecutive business days.
Disability shall be deemed to exist when certified by a
physician selected by the Company or its insurers and
acceptable to the Participant or the Participant's legal
representative (such agreement as to acceptability not to be
withheld unreasonably). The Participant will submit to such
medical or psychiatric examinations and tests as such
physician deems necessary to make any such Disability
determination.
n. EMPLOYEE means any employee, consultant or advisor
(including officers and Directors who also are Employees) of
the Company or any Subsidiary of the Company; provided,
however, that bona fide services are rendered by any such
consultant or advisor and

such services are not rendered in connection with the offer
or sale of securities in a capital-raising transaction.
o. FAIR MARKET VALUE means, for any particular date, (i) for
any period during which Common Stock is authorized as a
Nasdaq National Market security, the last transaction price
per share as quoted by The Nasdaq Stock Market (the
"Nasdaq"), (ii) for any period during which Common Stock
shall not be authorized as a Nasdaq National Market
security, but when Common Stock is listed for trading on a
national securities exchange, the closing price per share of
Common Stock as reported on the Composite Tape as of the
close of such trading day, (iii) for any period during which
Common Stock shall not be authorized as a Nasdaq National
Market security or listed for trading on a national
securities exchange, but when Common Stock shall be
authorized as a Nasdaq SmallCap Market security, the closing
bid price as reported by the Nasdaq, or (iv) the market
price per share of Common Stock as determined by an
investment banking firm or certified public accountant
selected by the Administrator in the event neither (i), (ii)
nor (iii) above shall be applicable. If Fair Market Value
is to be determined as of a day when the securities markets
are not open, the Fair Market Value on that day shall be the
Fair Market Value on the preceding day when the markets were
open.
p. FINAL AWARD means the Award earned by each Participant at
the end of the Performance Period.
q. OPTION means the right to purchase Stock at the Base Price
for a specified period of time. For purposes of the Plan,
an Option may be an incentive stock option ("INCENTIVE STOCK
OPTION") within the meaning of Section 422 of the Code, a
nonqualified stock option ("NONQUALIFIED STOCK OPTION") or
any other type of option.
r. PARTICIPANT means any Employee or Director designated by the
Administrator to participate in the Plan.
s. PERFORMANCE AWARD means a cash payment and/or the right to
receive a payment equal to the value of a unit or other
measure, and includes shares of Stock (which may be granted
pursuant to an Option or as Restricted Stock) and Restricted
Stock Units, as determined by the Administrator based on
performance during a Performance Period.
t. PERFORMANCE PERIOD means a period of not more than ten years
established by the Administrator during which certain
performance goals set by the Administrator are to be met.
u. PERIOD OF RESTRICTION means the period during which a grant
of shares of Restricted Stock is restricted pursuant to
Section 11 of the Plan.
v. PERMITTED TRANSFEREE means either (i) the spouse, children
or grandchildren of the Participant ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefit
of the Participant and/or one or more Immediate Family
Members or (iii) one or more partnerships (general or
limited), corporations, limited liability companies or other
entities in which the aggregate interests of the Participant
and/or one or more Immediate Family Members exceed 80% of
all interests in such entity.
w. PLAN means the Allegiant Bancorp, Inc. 2000 Stock Incentive
Plan.
x. PLAN YEAR means the Company's fiscal year commencing January
1 and ending December 31.
y. PROGRAM means an Award program established by the
Administrator which designates the Participants, the Covered
Employees, a Performance Period, performance goals and
formulas or standards for determining the amounts of Awards
payable under the Plan.
z. REPORTING PERSON means a person subject to Section 16 of the
Act.

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aa. RESTRICTED STOCK means Stock granted pursuant to Section 11
or 12 of the Plan, but a share of such Stock shall cease to
be Restricted Stock when the conditions to and restrictions
thereon under Section 11 have been satisfied or have
expired, respectively.
bb. RESTRICTED STOCK UNIT means a unit equivalent in value to a
share of Stock granted pursuant to Section 11 or 12 of the
Plan, but a Stock Unit shall cease to be a Restricted Stock
Unit when the conditions to and restrictions thereon under
Section 11 have been satisfied or have expired,
respectively.
cc. RETIREMENT means termination of employment on or after the
attainment of 55 years of age with five or more years of
service to the Company or a Subsidiary.
dd. RULE 16b-3 means Rule 16b-3 under the Act as amended from
time to time or any successor rule thereto.
ee. STOCK means the authorized and unissued shares of Common
Stock or reacquired shares of Common Stock held in treasury.
ff. STOCK UNITS means units equivalent in value to shares of
Stock.
gg. STOCK APPRECIATION RIGHT or SAR means the right to receive a
payment from the Company equal to the excess of the Fair
Market Value of a share of Stock at the date of exercise
over the Base Price. In the case of a Stock Appreciation
Right which is granted in conjunction with an Option, the
Base Price shall be the Option exercise price.
hh. SUBSIDIARY means a subsidiary corporation as defined in
Section 424 of the Code.
ii. TERMINATION FOR CAUSE means termination based upon: (i) the
Employee's willful and continued failure to substantially
perform Employee's duties with the Company (other than as a
result of incapacity due to physical or mental condition),
after a demand for substantial performance is delivered to
Employee by the Company, which specifically identifies the
manner in which the Employee has not substantially performed
Employee's duties, (ii) the Employee's commission of an act
in connection with Employee's employment constituting a
criminal offense involving moral turpitude, dishonesty, or
breach of trust, or (iii) Employee has engaged in any
conduct which would preclude Employee from employment with
the Company or any of its subsidiary banks or corporations,
or the Employee is disqualified or precluded from being
employed by or providing any services to the Company or any
of its subsidiary banks or corporations by reason of any
federal or state banking law or regulation or any order or
written request of any regulatory agency which has
jurisdiction over the Company or any of its subsidiaries.
For purposes of this definition, no act, or failure to act
on the Employee's part shall be considered "willful" unless
done, or omitted to be done, without good faith and without
reasonable belief that the act or omission was in the best
interest of the Company.

3. ADMINISTRATION

The Plan shall be administered by the Administrator. The
determinations of the Administrator shall be made in accordance with its
judgment as to the best interests of the Company and its shareholders
and in accordance with the purpose of the Plan. In the event the Board
designates the Committee to serve as the Administrator, a majority of
members of the Committee shall constitute a quorum, and all
determinations of the Committee shall be made by a majority of its
members. In addition, any determination of the Committee under the Plan
may be made without notice or meeting of the Committee, by a writing
signed by a majority of the Committee members. Determinations,
interpretations or other actions made or taken by the Administrator
pursuant to the provisions of the Plan shall be final and binding and
conclusive for all purposes and upon all persons whomsoever. Subject to
the express provisions of the Plan, the Administrator shall have plenary
authority to construe and interpret the Plan, to make, amend and rescind
rules and regulations regarding the Plan and its

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administration, to determine the terms and provisions of the respective
Stock Option, Restricted Stock, Restricted Stock Unit and Performance
Award agreements (which need not be identical), and to take whatever
action is necessary to carry out the purposes of the Plan; provided,
however, that the Administrator shall take no action that will impair
any Award previously granted under the Plan or cause the Plan not to
meet the requirements of Rule 16b-3.

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4. SHARES RESERVED UNDER THE PLAN

Subject to Sections 10, 12 and 13 hereof, there are hereby
reserved for issuance under the Plan an aggregate of 600,000 shares of
Stock, which may be authorized but unissued shares or treasury shares.
Of these shares of Stock, up to 400,000 shares are reserved to be issued
in the form of Options, subject to adjustment as set forth in the Plan.

Except as provided in Section 13, in no event may more than
200,000 shares of Stock be issued in connection with the award of
Restricted Stock or Restricted Stock Units pursuant to Section 11 or 12.
Additionally, the maximum number of shares of Stock, which may be
awarded in the form of Options or SARs to any one individual under the
Plan shall be limited to 15,000 shares of Stock per calendar year. In
total, no more than 175,000 shares of Stock may be issued to all
Participants per calendar year.

Stock underlying outstanding Options or Performance Awards
will be counted against the Plan maximum while such Options or Awards
are outstanding. Shares of Stock underlying expired, canceled or
forfeited Options or Awards may be added back to the Plan maximum. When
the exercise price of Options is paid by delivery of shares of Stock,
the number of shares available for issuance under the Plan shall
continue to be reduced by the gross (rather than the net) number of
shares issued pursuant to such exercise, regardless of the number of
shares surrendered in payment. Restricted Stock and Restricted Stock
Units issued pursuant to the Plan will be counted against the Plan
maximum while outstanding even while subject to restrictions.

5. PARTICIPANTS

Participants will consist of such officers, Directors and
Employees of the Company or any designated Subsidiary as the
Administrator in its sole discretion determines have a major impact on
the success and future growth and profitability of the Company.
Designation of a Participant in any Plan Year shall not require the
Administrator to designate such person to receive an Award in any other
Plan Year or to receive the same type or amount of Award as granted to
the Participant in any other Plan Year or as granted to any other
Participant in any Plan Year. The Administrator shall consider such
factors as it deems pertinent in selecting Participants and in
determining the type and amount of their respective Awards.

6. TYPES OF AWARDS

The following Awards may be granted under the Plan: (a)
Incentive Stock Options; (b) Nonqualified Stock Options; (c) Stock
Appreciation Rights; (d) Restricted Stock; (e) Restricted Stock Units;
and (f) Performance Awards, all as described below. Except as
specifically limited herein, the Administrator shall have complete
discretion in determining the type and number of Awards to be granted to
any Participant, and the terms and conditions that attach to each Award,
which terms and conditions need not be uniform as between different
Participants. All Awards shall be in writing.

7. DATE OF GRANTING AWARDS

All Awards granted under the Plan shall be granted as of an
award date. Promptly after each award date, the Company shall notify
the Participant of the grant of the Award, and shall hand deliver or
mail to the Participant an Award Agreement, duly executed by and on
behalf of the Company, with the request that the Participant execute and
return such agreement within thirty days after the date of mailing or
delivery by the Company of the Award Agreement to the Participant. If
the Participant shall fail to execute and return the written Award
Agreement within the thirty-day period, the Participant's Award shall be
automatically terminated, except that if the Participant dies within the
thirty-day period such Award Agreement shall be effective
notwithstanding the fact that it has not been signed prior to death.

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8. INCENTIVE STOCK OPTIONS

Incentive Stock Options shall consist of Options to purchase
shares of Stock at purchase prices not less than 110% of the Fair Market
Value of the shares on the date the Option is granted. The purchase
price may be paid by check or, in the discretion of the Administrator,
by the delivery of shares of Common Stock then owned by the Participant,
which shares must have been owned for at least six months. Subject to
Section 14 hereof, Incentive Stock Options shall be exercisable not
later than ten years, and in the case of Participants who also hold a
ten percent or greater beneficial ownership of Stock, not later than
five years, after the date they are granted and, except as provided
below, will terminate not later than three months after termination of
employment for any reason other than death or Disability as to all
shares for which they have not theretofore exercised, and during such
three-month period an Option shall be exercisable only as to those
shares with respect to which it had become exercisable, under the
provisions of the Option, on the date of termination of employment;
provided however, that if the termination of employment is: (i) due to
Termination for Cause; (ii) voluntary on the part of the Employee and
without the written consent of the Company or Subsidiary; or (iii) is in
violation of any employment contract with the Company or a Subsidiary,
then all Options granted to such person under the Plan shall terminate
and expire concurrently with the termination of the Optionee's
employment and shall not thereafter be exercisable to any extent. In
the event termination of employment occurs as a result of death or
Disability, such an Option will be exercisable for 12 months after such
termination or until its expiration date, if earlier. If the optionee
dies within 12 months after termination of employment by reason of
Disability, then the period of exercise following death shall be the
remainder of the 12-month period, or three months, whichever is longer.
If the optionee dies within three months after termination of employment
for any other reason, then the period of exercise following death shall
be three months. Leaves of absence granted by the Company or any
Subsidiary of the Company for military service, illness and transfers of
employment between the Company and any Subsidiary of the Company shall
not constitute termination of employment. The aggregate Fair Market
Value (determined as of the time an Option is granted) of the stock with
respect to which an Incentive Stock Option is exercisable for the first
time during any calendar year (under all option plans of the Company and
its Subsidiaries) shall not exceed $100,000, or such other amounts and
limitations as may be provided from time to time by the Code and any
regulations promulgated thereunder. Incentive Stock Options shall be
granted only to employees of the Company or a subsidiary.

9. NONQUALIFIED STOCK OPTIONS

Nonqualified Stock Options shall consist of nonqualified
Options to purchase shares of Stock at purchase prices determined by the
Administrator; provided, however, the purchase price for Nonqualified
Stock Options shall be not less than 110% of the Fair Market Value of
Stock on the date the Option is granted. The purchase price may be paid
by check or, in the discretion of the Administrator, by the delivery of
shares of Common Stock then owned by the Participant or the Permitted
Transferee, as the case may be, which shares must have been owned for at
least six months. Subject to Section 14 hereof, Nonqualified Stock
Options shall be exercisable not later than ten years after the date
they are granted, and except as provided below, will terminate not later
than three months after termination of employment for any reason other
than death, Retirement or Disability as to all shares for which they
have not theretofore exercised, and during such three-month period an
Option shall be exercisable only as to those shares with respect to
which it had become exercisable, under the provisions of the Option, on
the date of termination of employment; provided however, that if the
termination of employment is: (i) due to Termination for Cause;
(ii) voluntary on the part of the Employee and without the written
consent of the Company or Subsidiary; or (iii) is in violation of any
employment contract with the Company or a Subsidiary, then all Options
granted to such person under the Plan shall terminate and expire
concurrently with the termination of the Optionee's employment and shall
not thereafter be exercisable to any extent. In the event termination
of employment occurs as a result of Retirement or

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Disability, such an Option will be exercisable for 18 months after such
termination or until its expiration date, if earlier. In the event
termination of employment occurs as a result of death, or the Optionee
dies within three months after the termination of such employment, or a
Director dies prior to the expiration date of an Option; the shares such
Optionee was entitled to purchase on the date of their death under such
an Option or Options under the Plan may be purchased at any time after
the Optionee's death by the person or persons to whom said rights shall
have passed in accordance with the Plan; provided, however, that no
Option shall be exercised after the earlier of: (i) 18 months after the
original Optionee's death; or (ii) the expiration date specified for the
particular Option. Leaves of absence granted by the Company or any
Subsidiary of the Company for military service, illness and transfers of
employment between the Company and any Subsidiary of the Company shall
not constitute termination of employment. The Administrator shall have
the right to determine at the time the Option is granted whether shares
of Stock issued upon exercise of a Nonqualified Stock Option shall be
subject to restrictions and, if so, the nature of the restrictions.

10. STOCK APPRECIATION RIGHTS

Stock Appreciation Rights may be granted which, in the
discretion of the Administrator, may be exercised (1) in lieu of
exercise of an Option, (2) in conjunction with the exercise of an
Option, (3) upon lapse of an Option, (4) independent of an Option or (5)
each of the above in connection with a previously awarded Option under
the Plan. If the Option referred to in (1), (2) or (3) above qualified
as an Incentive Stock Option pursuant to Section 422 of the Code, the
related SAR shall comply with the applicable provisions of the Code and
the regulations issued thereunder. At the time of grant, the
Administrator may establish, in its sole discretion, a maximum amount
per share which will be payable upon exercise of a SAR, and may impose
such conditions on exercise of a SAR as may be required to satisfy the
requirements of Rule 16b-3 (or any successor rule) under the Act. At
the discretion of the Administrator, payment for SARs may be made in
cash or Common Stock, or in a combination thereof. The following will
apply upon exercise of a SAR:

a. Exercise of SARs in Lieu of Exercise of Options. SARs
-----------------------------------------------
exercisable in lieu of Options may be exercised for all or
part of the shares of Stock subject to the related Option
upon the exercise of the right to exercise an equivalent
number of Options. A SAR may be exercised only with respect
to the shares of Stock for which its related Option is then
exercisable. Upon exercise of a SAR in lieu of exercise of
an Option, shares of Stock equal to the number of SARs
exercised shall no longer be available for Awards under the
Plan, provided that if SARs are exercised for cash, shares
of stock equal to the number of SARs exercised shall be
restored to the number of shares available for issuance
under the Plan.

b. Exercise of SARs in Conjunction with Exercise of Options.
--------------------------------------------------------
SARs exercisable in conjunction with the exercise of Options
shall be deemed to be exercised upon the exercise of the
related Options, and shares of Stock equal to the sum of the
number of shares acquired by exercise of the Option plus the
number of SARs exercised shall no longer be available for
Awards under the Plan, provided that if SARs are exercised
for cash, shares of stock equal to the number of SARs
exercised shall be restored to the number of shares
available for issuance under the Plan.

c. Exercise of SARs Upon Lapse of Options. SARs exercisable
--------------------------------------
upon lapse of Options shall be deemed to have been exercised
upon the lapse of the related Options as to the number of
shares of Stock subject to the Options. Shares of Stock
equal to the number of SARs deemed to have been exercised
shall not be available again for Awards under the Plan,
provided that if SARs are exercised for cash, shares of
stock equal to the number of SARs exercised shall be
restored to the number of shares available for issuance
under the Plan.

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d. Exercise of SARs Independent of Options. SARs exercisable
---------------------------------------
independent of Options may be exercised upon whatever terms
and conditions the Administrator, in its sole discretion,
imposes upon the SARs, and shares of Stock equal to the
number of SARs exercised shall no longer be available for
Awards under the Plan, provided that if SARs are exercised
for cash, shares of stock equal to the number of SARs
exercised shall be restored to the number of shares
available for issuance under the Plan.

11. RESTRICTED STOCK AND RESTRICTED STOCK UNITS

Restricted Stock shall consist of Stock or Stock Units
issued under the Plan at any purchase price less than the Fair Market
Value thereof on the date of issuance, or as a bonus. In the case of
any Restricted Stock or Restricted Stock Units:

a. The purchase price, if any, will be determined by the
Administrator.

b. Restricted Stock or Restricted Stock Units may be subject
to: (i) restrictions on the sale or other disposition thereof; (ii)
rights of the Company to reacquire such Restricted Stock or Restricted
Stock Units at the purchase price, if any, originally paid therefor upon
termination of the employee's employment within specified periods; (iii)
representation by the Participant that he or she intends to acquire
Restricted Stock or Restricted Stock Units for investment and not for
resale; and (iv) such other restrictions, conditions and terms as the
Administrator deems appropriate.

c. The Participant shall be entitled to all dividends paid with
respect to Restricted Stock during the Period of Restriction and shall
not be required to return any such dividends to the Company in the event
of the forfeiture of the Restricted Stock.

d. The Participant shall be entitled to vote Restricted Stock
during the Period of Restriction.

e. The Administrator shall determine whether Restricted Stock
is to be delivered to the Participant with an appropriate legend
imprinted on the certificate or if the shares are to be deposited in
escrow pending removal of the restrictions.

12. PERFORMANCE AWARDS

a. Performance Period. For each Program, the Administrator
------------------
shall set forth a Performance Period over which performance will be
measured to determine whether and in what amounts to pay Awards to
Participants. Each Program must be established in writing prior to the
expiration of any prescribed time period for the pre-establishment of
performance goals under Section 162(m) of the Code. Each Program also
shall set forth those individuals the Administrator believes may be or
may become Covered Employees for the applicable Performance Period.

b. Performance Criteria and Goals. All Awards shall be based
------------------------------
upon any one or more of the following financial measures of the Company:
(i) pre-tax or after-tax return on equity or average assets; (ii)
earnings per share; (iii) return on shareholders' equity; (iv) revenue
growth; (v) pre-tax or after tax net income; (vi) book value per share;
(vii) market price per share; (viii) relative performance per peer group
companies; (ix) expense management; and (x) efficiency ratio. For each
Program and for each Participant, the Administrator shall designate one
or more objective performance goals based upon one or more of the
criteria listed above. No Award shall be paid if the applicable
performance goals are not satisfied; provided, however, performance
goals may include standards for partial achievement and provide for a
partial award for partial achievement.

c. Performance Awards. Performance Awards may consist of cash,
------------------
Options, Stock, Restricted Stock, Restricted Stock Units or a
combination thereof, to be issued with or without any payment therefor,
in the event the performance goals established by the Administrator are
achieved during the Performance Period. For each Program, the
Administrator shall designate an objective

A-8

formula or standard for determining each Participant's Award. Except
with respect to Awards payable to Covered Employees, and notwithstanding
the failure to satisfy the applicable performance goal(s), the
Administrator shall have the discretion to increase or reduce the amount
of any Participant's Award above or below the standard or formula amount
to reflect individual performance and/or unanticipated factors; the
Administrator may only reduce the amount of an Award payable to Covered
Employees below the standard or formula amount to reflect individual
performance and/or unanticipated factors. Actual payment of the Award
earned shall be in cash, Stock, Restricted Stock, Restricted Stock Units
or in a combination thereof, in a single sum or in periodic
installments, all as the Administrator in its sole discretion
determines. If Stock or Restricted Stock is used, the Participant shall
not have the right to vote and receive dividends until the goals are
achieved and the actual shares are issued. No Performance Award shall
entitle any individual to receive more than 15,000 shares of Stock and
the maximum Performance Award payable during any Plan Year to all
Participants at any one Subsidiary (excluding any additional cash
payment) shall not exceed $250,000.

d. Payment of Awards. After the close of each Performance
-----------------
Period, the Administrator shall certify in writing the achievement of
the applicable performance goal(s) and the amounts of any Awards payable
to the Participants under the applicable formula(s) or standard(s). All
or part of the Awards payable to Participants who are not Covered
Employees may be paid prior to the end of a Performance Period on an
estimated basis, subject to adjustment in the discretion of the
Administrator. All or part of the Awards payable to Covered Employees
may be paid prior to the end of a Performance Period only if such
earlier payment does not result in such Award failing to constitute
qualified performance-based compensation under Section 162(m) of the
Code (e.g., if achievement of the applicable performance goal(s) can be
certified prior to the end of the Performance Period). Subject to the
foregoing, the timing of payment of all Awards to both Covered Employees
and Participants who are not Covered Employees shall be within the
discretion of the Administrator.

13. ADJUSTMENT PROVISIONS

a. If the Company shall at any time change the number of issued
shares of Common Stock without new consideration to the Company (such as
by stock dividends or stock splits), the total number of shares reserved
for issuance under this Plan, the number of shares that may be granted
in the form of Options, SARs, Restricted Stock, Restricted Stock Units
or Performance Awards, the maximum number of shares available to a
particular Participant, and the number of shares covered by each
outstanding Award, shall be adjusted so that the aggregate consideration
payable to the Company, if any, and the value of each such Award shall
not be changed. Awards shall be deemed to contain provisions for their
continuation or for other equitable adjustments after changes in Common
Stock resulting from reorganization, sale, merger, consolidation,
issuance of stock rights or warrants, or similar occurrence.

b. Notwithstanding any other provision of this Plan or in any
Award, and without affecting the number of shares reserved or available
hereunder, the Board may authorize the equitable adjustment of benefits
in connection with any merger, consolidation, acquisition of property or
stock, or reorganization upon such terms and conditions as it may deem
appropriate.

14. CHANGE OF CONTROL

Notwithstanding any other provision of this Plan, if the
terms of an agreement under which the Administrator has granted an award
under this Plan shall provide for an acceleration of benefits upon a
Change of Control, outstanding Awards shall become immediately and fully
exercisable or payable according to the following terms:

a. Any outstanding and unexercised Option shall become
immediately and fully exercisable, and shall remain exercisable until it
would otherwise expire by reason of lapse of time.

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b. During the six-month and seven-day period from and after a
Change of Control (the "Exercise Period"), unless the Administrator
shall determine otherwise at the time of grant, a Participant or
Permitted Transferee, as the case may be, shall have the right, in lieu
of the payment of the Base Price of the shares of Stock being purchased
under an Option and by giving notice to the Administrator, to elect
(within the Exercise Period) in lieu of exercise thereof, provided that
if such Option is held by a Reporting Person either (i) such grant was
approved by either the Board or the Administrator or (ii) more than six
months have elapsed from the grant thereof, to surrender all or part of
the Option to the Company and to receive in cash, within 30 days of such
notice, an amount equal to the amount by which the Change in Control
Price per share of Common Stock on the date of such election shall
exceed the Base Price per share of Stock under the Option multiplied by
the number of shares of Stock granted under the Option as to which the
right granted under this Section 14(b) shall have been exercised.
Change in Control Price shall mean the higher of (i) (A) for any period
during which Common Stock is authorized as a Nasdaq National Market
security, the highest price per share as quoted by the Nasdaq, (B) for
any period during which Common Stock shall not be authorized as a Nasdaq
National Market Security but when Common Stock shall be listed for
trading on a national securities exchange, the highest closing price per
share of Common Stock on such exchange as of the close of such trading
day, (C) for any period during which Common Stock shall not be
authorized as a Nasdaq National Market security or listed for trading on
a national securities exchange, but when Common Stock shall be
authorized as a SmallCap Market security, the highest average of the
high bid and low asked prices as reported by the Nasdaq, or (D) the
highest market price per share of Common Stock as determined by an
investment banking firm or certified public accountant selected by the
Administrator in the event neither (A), (B) nor (C) above shall be
applicable, in each case during the 60-day period prior to and ending on
the date of the Change of Control, and (ii) if the Change of Control is
the result of a transaction or series of transactions described in
Section 14(f)(i), (iii), (iv) or (v) hereof, the highest price per share
of Common Stock paid in such transaction or series of transactions
(which in the case of paragraph (i) shall be the highest price per share
of Common Stock as reflected in a Schedule 13D by the person having made
the acquisition); provided, however, that with respect to any Incentive
Stock Option, the Change of Control Price shall not exceed the market
price of a share of Common Stock (to the extent required pursuant to
Section 422 of the Code) on the date of surrender thereof.

c. Any outstanding and unexercised Stock Appreciation Rights
(other than such rights which arise pursuant to Section 14(b) hereof)
shall become exercisable as follows:

d. Any SAR described in Section 10(a) or (b) shall continue to
be treated as provided in those sections, except that SARs exercised by
Reporting Persons for cash shall have been either (i) approved by the
Board or the Administrator or (ii) held for six months prior to
exercise.

e. Any SAR described in Section 10(c) shall be deemed to have
been exercised if and when the Participant advises the Administrator in
writing that the Participant elects to have Options with respect to
which the SAR was granted treated as having lapsed, except that SARs
exercised by Reporting Persons for cash shall have been either (i)
approved by the Board or the Administrator or (ii) held for six months
prior to exercise.

f. Any SAR described in Section 10(d) shall be exercisable
immediately, without regard to limitations imposed upon such exercise
which are related to the passage of time, except that SARs exercised by
Reporting Persons for cash shall have been either (i) approved by the
Board or the Administrator or (ii) held for six months prior to
exercise.

g. Any Restricted Stock or Restricted Stock Units granted
pursuant to Section 11 shall become immediately and fully transferable,
and the Administrator shall be deemed to have exercised its discretion
to waive any automatic forfeitures provided with respect to such
Restricted Stock or Restricted Stock Units. Any shares held in escrow
shall be delivered to the Participant or a Permitted Transferee, as

A-10

the case may be, and any share certificates shall not contain the legend
specified by Section 11(e). Unless such award of Restricted Stock or
Restricted Stock Units shall have been approved by either the Board
and/or the Administrator, Reporting Persons shall not dispose of any
Restricted Stock or Restricted Stock Units until six months following
the date of award of such Restricted Stock or Restricted Stock Units.

h. Any Performance Award granted pursuant to Section 12 that
has not expired or been forfeited shall be deemed to have been earned on
the assumption that all performance goals have been achieved to the
fullest extent scheduled in the Award. All payments shall be made
promptly in a lump sum, notwithstanding any other provision for
installment or deferred payment prescribed in the Award.

i. For purposes of this Plan, Change of Control shall mean a
change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Act (or successor reporting provisions); provided
that, for purposes of this Plan, a Change in Control shall be deemed to
have occurred if: (i) any Person (other than the Company or any
Subsidiary) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the
Company that represent 30% or more of the combined voting power of the
Company's then outstanding securities; (ii) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election,
by the Company's shareholders, of each new director is approved by a
vote of at least two-thirds (2/3) of the directors then still in office
who were directors at the beginning of the period but excluding any
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such term is used in
Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board; (iii) there is consummated any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of
Common Stock are converted into cash, securities or other property,
other than a merger of the Company in which the holders of Common Stock
immediately prior to the merger have the same proportionate ownership of
common stock of the surviving corporation immediately after the merger;
(iv) there is consummated any consolidation or merger of the Company in
which the Company is the continuing or surviving corporation in which
the holders of Common Stock immediately prior to the merger do not own
at least fifty percent (50%), or such greater percentage as shall be set
in any agreement with any Participant, or more of the stock of the
surviving corporation immediately after the merger; (v) there is
consummated any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; or (vi) the
shareholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company.

15. NONTRANSFERABILITY

Each Award granted under the Plan to a Participant shall not
be transferable otherwise than by will or the laws of descent and
distribution; provided, however, that the Participant may, upon approval
of the Administrator, transfer without consideration to a Permitted
Transferee all or a portion of a Nonqualified Stock Option granted to
such Participant. Awards granted under the Plan to a Participant shall
be exercisable, during the Participant's lifetime, only by the
Participant or a Permitted Transferee, as the case may be. In the event
of the death of a Participant, exercise or payment shall be made only:

a. By or to the Permitted Transferee, the executor or
administrator of the estate of the deceased Participant or the person or
persons to whom the deceased Participant's rights under the Award shall
pass by will or the laws of descent and distribution; and

b. To the extent that the deceased Participant or the Permitted
Transferee, as the case may be, was entitled thereto at the date of the
Participant's death.

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16. TAXES

The Company shall be entitled to withhold the amount of any
tax attributable to any amounts payable or shares deliverable under the
Plan after giving the person entitled to receive such payment or
delivery notice as far in advance as practicable, and the Company may
defer making payment or delivery as to any Award if any such tax is
payable until indemnified to its satisfaction. The person entitled to
any such delivery may, by notice to the Company at the time the
requirement for such delivery is first established, elect to have such
withholding satisfied by a reduction of the number of shares otherwise
so deliverable, such reduction to be calculated based on the Fair Market
Value on the date of such notice. A Participant shall remain subject to
withholding taxes upon the exercise of a Nonqualified Stock Option by a
Permitted Transferee.

17. NO RIGHT TO EMPLOYMENT

A Participant's right, if any, to continue to serve the
Company and its Subsidiaries as an officer, Director, Employee or
otherwise shall not be enlarged or otherwise affected by such
individual's designation as a Participant under the Plan.

18. DURATION, AMENDMENT AND TERMINATION

No Award shall be granted more than ten years after the
effective date of this Plan; provided, however, that the terms and
conditions applicable to any Award granted within such period may
thereafter be amended or modified by mutual agreement between the
Company and the Participant or such other person as may then have an
interest therein (notwithstanding the fact that an amendment or
modification may cause an Option to no longer qualify as an Incentive
Stock Option). Also, by mutual agreement between the Company and a
Participant hereunder, Stock Options or other Awards may be granted to
such Participant in substitution and exchange for, and in cancellation
of, any Awards previously granted such Participant under this Plan. To
the extent that any Stock Options or other Awards which may be granted
within the terms of the Plan would qualify under present or future laws
for tax treatment that is beneficial to a recipient, then any such
beneficial treatment shall be considered within the intent, purpose and
operational purview of the Plan and the discretion of the Administrator,
and to the extent that any such Stock Options or other Awards would so
qualify within the terms of the Plan, the Administrator shall have full
and complete authority to grant Stock Options or other Awards that so
qualify (including the authority to grant, simultaneously or otherwise,
Stock Options or other Awards that do not so qualify) and to prescribe
the terms and conditions (which need not be identical as among
recipients) in respect to the grant or exercise of any such Stock Option
or other Awards under the Plan. The Board of Directors may amend the
Plan from time to time or terminate the Plan at any time. However, no
action authorized by this paragraph shall reduce the amount of any
existing Award or change the terms and conditions thereof without the
Participant's consent. No amendment of the Plan shall, without approval
of the shareholders of the Company: (a) increase the total number of
shares that may be issued under the Plan or increase the amount or type
of Awards that may be granted under the Plan; (b) change the minimum
purchase price, if any, of shares of Stock or Stock Units which may be
made subject to Awards under the Plan; (c) modify the requirements as to
eligibility for Awards under the Plan; or (d) 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.

19. SHAREHOLDER APPROVAL

The Plan shall be effective on March 9, 2000. The Plan
shall be submitted for approval by the Shareholders of the Company at
the 2000 Annual Meeting of Shareholders and the Company shall file a
registration statement covering the shares of Stock to be issued under
the Plan. If the Shareholders do not approve the Plan or if such
registration statement is not filed or does not become effective, it,
and any action taken hereunder, shall be void and of no effect.

A-12

20. MISCELLANEOUS

a. Governing Law. Subject to the provisions of applicable
-------------
federal law, the Plan shall be administered, construed and enforced
according to the internal laws of the State of Missouri excluding its
conflict of law rules.

b. Severability. The invalidity of any particular clause,
------------
provision or covenant herein shall not invalidate all or any part of the
remainder of the Plan, but such remainder shall be and remain valid in
all respects as fully as the law will permit.

A-13

The undersigned hereby certifies that the Plan was adopted
by the unanimous written consent of the Board of Directors of the
Company as of March 9, 2000.

----------------------------------
Shaun R. Hayes, President

Date: March 9, 2000

A-14

ALLEGIANT BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 2000

The undersigned hereby appoints Shaun R. Hayes and Kevin R.
Farrell, and each of them, with or without the other, proxies, with full
power of substitution to vote as designated below, all shares of common
stock, $0.01 par value, of Allegiant Bancorp, Inc. that the undersigned
signatory hereof is entitled to vote at the Annual Meeting of Shareholders
of Allegiant Bancorp, Inc. to be held at the St. Louis Science Center,
5050 Oakland Avenue, St. Louis, Missouri 63110, at 4:00 p.m., and all
adjournments or postponements thereof, all in accordance with and as more
fully described in the notice and accompanying proxy statement for such
meeting, receipt of which is hereby acknowledged.

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked (to vote for all
to the contrary below) nominees listed below)

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
FAILURE TO FOLLOW THIS PROCEDURE TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE WILL RESULT IN THE GRANTING OF AUTHORITY TO
VOTE FOR THE ELECTION OF SUCH NOMINEE.)

CLASS III (three-year term)

Marvin S. Wool C. Virginia Kirkpatrick Leon A. Felman

2. APPROVAL AND ADOPTION OF THE ALLEGIANT BANCORP, INC. 2000 STOCK
INCENTIVE PLAN.

/ / FOR / / AGAINST / / ABSTAIN

3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting and any
adjournments or postponements thereof.

THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THE
PROXY WILL BE VOTED "FOR" THE ELECTION OF MR. WOOL, MS. KIRKPATRICK AND
MR. FELMAN AND "FOR" THE APPROVAL AND ADOPTION OF THE 2000 STOCK
INCENTIVE PLAN.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF MARVIN
S. WOOL, C. VIRGINIA KIRKPATRICK AND LEON A. FELMAN AS DIRECTORS AS SET
FORTH IN ITEM NO. 1 ABOVE AND "FOR" THE APPROVAL AND ADOPTION OF THE
2000 STOCK INCENTIVE PLAN AS SET FORTH IN ITEM NO. 2 ABOVE.

DATED: , 2000
-------------------

-------------------------------------
Signature

-------------------------------------
Signature, if held jointly

Please sign exactly as name appears
on this Proxy Card. When shares are
held by joint tenants, both should
sign. When signing as attorney-in-
fact, executor, administrator,
personal representative, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.

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

APPENDIX

Page 12 of the printed proxy statement contains a
Cumulative Total Return Graph. The information plotted
in the graph has been presented in a tabular format that
may be processed by the EDGAR system.