-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A/s9MJyOPvWYS7FQporBbaGk6p67a3UTVOWfl661pomK0bSw4W7lLLc1wyxQle+J 6BO7YEtG181BPX1XMc6PAQ== 0000898822-96-000481.txt : 19961107 0000898822-96-000481.hdr.sgml : 19961107 ACCESSION NUMBER: 0000898822-96-000481 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961106 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARK TWAIN BANCSHARES INC/MO CENTRAL INDEX KEY: 0000100307 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 430895344 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-09890 FILM NUMBER: 96655067 BUSINESS ADDRESS: STREET 1: 8820 LADUE RD CITY: ST LOUIS STATE: MO ZIP: 63124 BUSINESS PHONE: 3147271000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 524 STREET 2: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 MARK TWAIN BANCSHARES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $1.25 PER SHARE (Title of Class of Securities) 570437 10 3 (CUSIP Number) JON W. BILSTROM, MERCANTILE BANCORPORATION INC., ONE MERCANTILE CENTER, ST. LOUIS, MISSOURI 63101, 314-425-8180 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 27, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Sched- ule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box / / Check the following box if a fee is being paid with the state- ment /x/. SCHEDULE 13D 1. NAME OF REPORTING PERSON SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mercantile Bancorporation Inc. 43-0951744 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Missouri NUMBER OF 7. SOLE VOTING POWER SHARES 2,440,687 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 2,440,687 10. SHARED DISPOSITIVE POWER 0 The Reporting Person disclaims beneficial ownership of these shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. The shares also exclude 3,261,522 shares issu- able pursuant to the Stock Option Agreement (as defined herein). See Item 5 of this Schedule 13D. Page 2 of 9 Pages 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,702,209 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.0%. Based upon 16,384,722 shares of Common Stock outstanding at September 30, 1996, as represented by Issuer, and including 3,261,522 shares of Common Stock subject to the Option. 14. TYPE OF REPORTING PERSON HC CO The Reporting Person disclaims beneficial ownership of these shares pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. See Item 5 of this Schedule 13D. Page 3 of 9 Pages Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $1.25 per share ("Bancshares Common Stock"), of Mark Twain Bancshares, Inc. ("Bancshares"). The principal executive offices of Bancshares, a Missouri corporation registered under the Bank Holding Company Act of 1956, as amended, are located at 8820 Ladue Road, St. Louis, Missouri 63124. Item 2. Identity and Background. This Schedule 13D is filed by Mercantile Bancorporation Inc. ("MBI"), a Missouri corporation registered under the Bank Holding Company Act of 1956, as amended. MBI currently owns, directly or indirectly, all of the capital stock of Mercantile Bank National Association, 30 commercial banks located throughout Missouri, Illinois, eastern Kansas, Iowa, and Arkansas, one federal savings bank located in Davenport, Iowa, and other non- banking subsidiaries. MBI's services concentrate in four major lines of business: consumer, corporate and investment banking and trust services. MBI also operates non-banking subsidiaries which provide related financial services, including investment management, brokerage services and asset-based lending. MBI's principal executive offices are located at One Mercantile Center, St. Louis, Missouri 63101. During the last five years, to the best of MBI's knowledge, neither MBI nor any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which MBI or such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated. Each executive officer and each director of MBI is a citizen of the United States. The name, business address and present principal occupation of each executive officer and director is set forth in Exhibit 99.1 to this Schedule 13D and incorporated herein by this reference. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a Stock Option Agreement dated October 27, 1996 between MBI and Bancshares (the "Stock Option Agreement"), Bancshares granted MBI an irrevocable option (the "Option") to purchase, under certain circumstances and subject to certain adjustments, up to 3,261,522 authorized and unissued shares of Bancshares Common Stock, at a price of $42.375 per share payable in cash, which shares are covered by this Schedule 13D. The shares of Bancshares Common Stock subject to the Option would Page 4 of 9 Pages equal 19.9% of the outstanding Bancshares Common Stock before giving effect to the exercise of the Option. Under certain circumstances, Bancshares may be required or permitted to repurchase the Option granted by it or the shares of Bancshares Common Stock acquired pursuant to the exercise of the Option. The Option was granted by Bancshares as a condition of and in consideration for MBI entering into the Agreement and Plan of Reorganization, dated October 27, 1996, between MBI, Ameribanc, Inc., a Missouri corporation and wholly owned subsidiary of MBI ("Merger Sub"), and Bancshares (the "Merger Agreement"). The exercise of the Option for the full number of shares currently covered thereby would require aggregate funds of $138,206,944.75. It is anticipated that, should the Option become exercisable and should MBI determine to exercise the Option, MBI would obtain the funds for purchase from working capital or by borrowing from parties whose identity is not yet known. A copy of the Stock Option Agreement is included as Exhibit 2.2 to MBI's Current Report on Form 8-K dated November 6, 1996 (File No. 1-11792) (the "MBI 8-K") and is incorporated herein by reference. Each of the directors and officers of Bancshares set forth in Exhibit 99.2 to this Schedule 13D, which Exhibit 99.2 is incorporated herein by this reference, has agreed with MBI to vote all of the shares of Bancshares Common Stock over which such director or officer has voting power to approve the Merger and not to sell any of such shares other than pursuant to the Merger without MBI's consent (each, a "Support Agreement"). Such directors and officers in the aggregate have voting power over approximately 14.9% of the outstanding shares of Bancshares Common Stock, based upon 16,384,722 share of Bancshares Common Stock outstanding as of September 30, 1996, as represented by Bancshares. With respect to the Support Agreements, there are no funds involved. Each of the directors and officers of Bancshares listed in Exhibit 99.2 to this Schedule 13D executed a Support Agreement as a condition and inducement to MBI's willingness to enter into the Merger Agreement. A copy of the form of Support Agreement executed by such directors and officers is included as Exhibit 99.3 to this Schedule 13D and is incorporated herein by this reference. Item 4. Purpose of Transaction. Simultaneously with the execution of the Support Agreements and Stock Option Agreement, MBI, Merger Sub and Bancshares entered into the Merger Agreement, pursuant to which Bancshares will merge (the "Merger") with and into Merger Sub. Page 5 of 9 Pages Consummation of the Merger is subject to certain conditions, including: (i) receipt of the approval of the Merger Agreement by the shareholders of each of MBI, Merger Sub and Bancshares; (ii) receipt of the approval of the Federal Reserve Board and various other federal and state regulatory authorities; (iii) registration of the shares of MBI Common Stock to be issued in the Merger under the Securities Act of 1933, as amended, and all applicable state securities laws; (iv) receipt of an opinion of counsel as to the tax-free nature of certain aspects of the Merger; and (v) satisfaction of certain other conditions. Pursuant to the Merger Agreement, (a) the charter and bylaws, of- ficers and directors of the surviving corporation in the Merger will be the charter and bylaws, officers and directors of Merger Sub and (b) each share of Bancshares Common Stock will be converted into the right to receive 0.952 of a share of the common stock of MBI, plus cash in lieu of fractional shares. The Option was granted by Bancshares as a condition of and in consideration for MBI entering into the Merger Agreement and the directors and officers of Bancshares set forth in Exhibit 99.2 to this Schedule 13D executed the Support Agreements as a condition and inducement to MBI's willingness to enter into the Merger Agreement. A copy of the Merger Agreement is included as Exhibit 2.1 to the MBI 8-K and is incorporated herein by this reference. Except as set forth herein, MBI does not have any current plans or proposals that relate to or would result in (i) the acquisition by any person of additional shares of Bancshares Common Stock or the disposition of shares of Bancshares Common Stock; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Bancshares or any of its subsidiaries; (iii) a sale or transfer of any material amount of assets of Bancshares or any of its subsidiaries; (iv) any change in the present board of directors or management of Bancshares, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present capitalization or dividend policy of Bancshares; (vi) any other material change in Bancshares' business or corporate structure; (vii) any change in Bancshares' charter or bylaws, or instruments corresponding thereto, or other actions that may impede the acquisition of control of Bancshares by any person; (viii) causing a class of securities of Bancshares to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (ix) a class of equity securities of Bancshares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. Page 6 of 9 Pages Item 5. Interest in Securities of Issuer. As a condition and inducement to MBI's entering into the Merger Agreement, each director and officer of Bancshares listed on Exhibit 99.2 to this Schedule 13D executed a Support Agreement to vote all Bancshares Common Stock beneficially owned by such director or officer in favor of the Merger and agreed to vote against, and not consent to, any alternative transaction or any action to nullify or prevent the Merger. The Support Agreements do not otherwise provide MBI with sole or shared voting power of, including the power to vote, or to direct the voting of, or dispositive power with respect to, any shares of Bancshares Common Stock, and MBI disclaims beneficial ownership of Bancshares Common Stock subject to the Support Agreements. With respect to the Stock Option Agreement, although the Option does not allow MBI to purchase any shares of Bancshares Common Stock pursuant thereto unless the conditions to exercise specified in the Stock Option Agreement occur, assuming for purposes of this Item 5 that such conditions are satisfied and MBI is entitled to purchase shares of Bancshares Common Stock pursuant to the Option, MBI would be entitled to purchase 3,261,522 shares of Bancshares Common Stock, or 19.9% of the outstanding Bancshares Common Stock before giving effect to the exercise of the Option. MBI does not currently have the right to acquire any shares of Bancshares Common Stock under the Option unless certain events specified in the Stock Option Agreement occur. Accordingly, MBI does not have sole or shared voting or dispositive power with respect to any shares of Bancshares Common Stock, and MBI disclaims beneficial ownership of Bancshares Common Stock subject to the Option until such events occur. Assuming for purposes of this Item 5 that events occurred that would enable MBI to exercise the Option and MBI exercised the Option, MBI would have sole voting power and sole dispositive power to the shares acquired pursuant to the Option, subject to Bancshares' right to repurchase such shares as set forth in the Stock Option Agreement. To the best of MBI's knowledge, no executive officer or director of MBI beneficially owns any shares of Bancshares Common Stock, nor (except for the issuance of the Option) have any transactions in Bancshares Common Stock been effected during the past 60 days by MBI or, to the best knowledge of MBI, by any executive officer or director of MBI. In addition, no other person is known by MBI to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer A copy of the Stock Option Agreement is included as Exhibit 2.2 to the MBI 8-K and is incorporated herein by this reference. The rights and obligations of Bancshares and MBI under Page 7 of 9 Pages the Stock Option Agreement are subject to all required regulatory approvals. A copy of the form of Support Agreement executed by the directors and officers set forth on Exhibit 99.2 to this Schedule 13D is included as Exhibit 99.3 to this Schedule 13D and is incorporated herein by this reference. A copy of the Merger Agreement is included as Exhibit 2.1 to the MBI 8-K and is incorporated herein by this reference. Item 7. Material to be Filed as Exhibits. The following exhibits are filed as part of this Schedule 13D: Exhibit 2.1 -- Agreement and Plan of Reorganization, dated October 27, 1996, by and between Mercantile Bancorporation Inc., Ameribanc, Inc. and Mark Twain Bancshares, Inc. (incorporated by reference to Exhibit 2 to the MBI 8-K). Exhibit 2.2 -- Stock Option Agreement, dated October 27, 1996, by and between Mercantile Bancorporation Inc. and Mark Twain Bancshares, Inc. (incorporated by reference to Exhibit 99.1 to the MBI 8-K). Exhibit 99.1 -- Name, Business Address and Present Principal Occupation of Each Executive Officer and Director of Mercantile Bancorporation Inc. Exhibit 99.2 -- Name of Each Director and Officer of Mark Twain Bancshares, Inc. Executing a Support Agreement. Exhibit 99.3 -- Form of Support Agreement. Page 8 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MERCANTILE BANCORPORATION INC. By: /s/ Jon W. Bilstrom Jon W. Bilstrom General Counsel and Secretary Dated: November 6, 1996 Page 9 of 9 Pages EXHIBIT INDEX Sequential Exhibit Description Page No. 2.1 Agreement and Plan of Reorganization dated October 27, 1996 by and between Mercantile Bancorporation Inc., Ameribanc, Inc. and Mark Twain Bancshares, Inc. 2.2 Stock Option Agreement dated October 27, 1996 between Mercantile Bancorporation Inc. and Mark Twain Bancshares, Inc. 99.1 Name, Business Address and Present Principal Occupation of Each Executive Officer and Director of Mercantile Bancorporation Inc. 99.2 Name of Each Director and Officer of Mark Twain Bancshares, Inc. Executing a Support Agreement. 99.3 Form of Support Agreement. EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 DIRECTORS AND EXECUTIVE OFFICERS OF MERCANTILE BANCORPORATION INC. The following table sets forth the name, business address, and principal occupation or employment for each director and each executive officer of MBI. Unless otherwise indicated, each person listed below is a citizen of the United States, and the business address of each individual listed below is One Mercantile Center, St. Louis, Missouri 63101. DIRECTORS (INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS) PRESENT PRINCIPAL OCCUPATION OR NAME EMPLOYMENT; BUSINESS ADDRESS Harry M. Cornell, Jr. Chairman and Chief Executive Officer of Leggett & Platt, Inc., manufacturer of components used primarily in the furniture and bedding industry Leggett & Platt, Inc. P.O. Box 757 Carthage, Missouri 64836 William A. Hall Assistant to the Chairman, Hallmark Cards, Inc., manufacturer of greeting cards and related products Hallmark Cards, Inc. P.O. Box 419589 Kansas City, Missouri 64141 Thomas A. Hays Retired Deputy Chairman of The May Department Stores Company, retail stores Thomas H. Jacobsen Chairman of the Board, President and Chief Executive Officer of MBI Frank Lyon, Jr. Retired Chairman of the Board of Mercantile Bank of Central Arkansas, Little Rock, Arkansas One Riverfront Place, Suite 400 North Little Rock, Arkansas 72114 PRESENT PRINCIPAL OCCUPATION OR NAME EMPLOYMENT; BUSINESS ADDRESS Edward A. Mueller President and Chief Executive Officer of Southwestern Bell Telephone Company, communications industry company Southwestern Bell Telephone Company One Bell Center St. Louis, Missouri 63101 Robert W. Murray Formerly, Chairman of Mercantile Bank of Polk County, Des Moines, Iowa Mercantile Bank of Western Iowa 604 Locust Street Des Moines, Iowa 50309 Harvey Saligman Managing Partner of Cynwyd Investments, real estate investment company Cynwyd Investments 10 South Brentwood Boulevard St. Louis, Missouri 63105 Craig D. Schnuck Chairman and Chief Executive Officer, Schnuck Markets, Inc., retail supermarket chain Schnuck Markets, Inc. 11420 Lackland Road St. Louis, Missouri 63146 Robert L. Stark Dean of the University of Kansas Regents Center, educational institution University of Kansas Regents Center P.O. Box 25936 Overland Park, Kansas 66225 Patrick T. Stokes President of Anheuser-Busch, Inc., brewer of beer and other malt beverages Anheuser-Busch, Inc. One Busch Place St. Louis, Missouri 63118 PRESENT PRINCIPAL OCCUPATION OR NAME EMPLOYMENT; BUSINESS ADDRESS John A. Wright President and Chief Executive Officer of Big River Minerals Corporation, natural resources investment firm Big River Minerals Corporation 150 North Meramec Avenue St. Louis, Missouri 63105 EXECUTIVES WHO ARE NOT DIRECTORS All Positions and Offices Name Held with Mercantile W. Randolph Adams Chairman and Chief Executive Officer of Mercantile Bank National Association and Mercantile Trust Company National Association John Q. Arnold Senior Executive Vice President and Chief Financial Officer John H. Beirise Group President, Emerging Markets Jon W. Bilstrom General Counsel and Secretary Richard C. King President and Chief Executive Officer, Mercantile Bank (Kansas) John W. McClure Group President - Community Banking Jon P. Pierce Executive Vice President -- Human Resources EX-99 3 EXHIBIT 99.2 EXHIBIT 99.2 DIRECTORS AND OFFICERS OF MARK TWAIN BANCSHARES, INC. EXECUTING SUPPORT AGREEMENTS NAME TITLE Alvin J. Siteman Chairman of the Board John P. Dubinsky President and Chief Executive; Director Henry J. Givens, Jr. Director James J. Murphy, Jr. Director B.D. Hunter Director Jack Deutsch Director EX-99 4 EXHIBIT 99.3 EXHIBIT 99.3 October 27, 1996 Mercantile Bancorporation Inc. Mercantile Tower St. Louis, Missouri 63166 Dear Sirs: The undersigned understands that Mercantile Bancorporation Inc. ("Mercan- tile") and Mark Twain Bancshares, Inc. ("Bancshares") are entering into an Agreement and Plan of Reorganization (the "Agreement") providing for, among other things, a merger between a wholly owned subsidiary of Mer- cantile and Bancshares (the "Merger") in which all of the outstanding shares of capital stock of Bancshares will be exchanged for shares of common stock, par value $5.00 per share, of Mercantile. This letter agreement is being executed by me solely in my capacity as a shareholder of Bancshares. As a condition and inducement to your willingness to enter into the Agreement: Ownership of Stock. Except to the extent set forth on Schedule A, I represent that I have sole voting and dispositive power over that number of shares of the Common Stock, par value $1.25 per share, of Bancshares ("Bancshares Common Stock") as set forth on Schedule A hereto, and that I beneficially own such shares free and clear of all liens, charges and encumbrances, agreements and commitments of every kind. The representation set forth in this paragraph shall not survive the consummation of the Merger. No Disposition or Solicitation. I will not sell, agree to sell or other- wise transfer or dispose of any Bancshares Common Stock, other than pur- suant to the Merger or to an affiliate who agrees to comply herewith, nor will I directly or indirectly solicit, initiate, or encourage any inquir- ies or proposals from, discuss or negotiate with, or provide any non- public information to, any person relating to any sale of Bancshares, or any of its business, material assets, or capital stock, or any business combination or similar transaction involving Bancshares ("Alternative Transaction"). Nothing in this letter agreement shall preclude the un- dersigned from discharging his fiduciary duties as a director of the Com- pany. Voting. I agree that I will vote all Bancshares Common Stock benefi- cially owned by me at the record date for any meeting of stockholders of Bancshares called to consider and vote on the Merger in favor of the Merger and I will vote against, and not consent to, any Alternative Transaction or any action to nullify or prevent the Merger at any meeting of stockholders of Bancshares called to consider and vote on any Alterna- tive Transaction or any such action. No Disposition of Bancshares or Mercantile Common Stock. In my capacity as a Bancshares shareholder, I represent that (i) I have no present plan or intention to sell, exchange, or otherwise dispose of (or enter into any transaction to reduce my equity risk with respect to) any shares of Mercantile Common Stock to be received pursuant to the Merger, (ii) I have not transferred, and have no present plan or intention to transfer, any shares of Bancshares Common Stock prior to the Effective Time of the Merger in contemplation of the Merger, and (iii) both of the foregoing representations will be true, correct and complete as of the Effective Time of the Merger as though made as of the Effective Time of the Merger. I understand that the representations made in this paragraph will be re- lied upon by Sidley & Austin, counsel to Bancshares, and Wachtell, Lip- ton, Rosen & Katz, counsel to Mercantile (each of whom is an intended third-party beneficiary of the representations in this paragraph), in rendering their opinions pursuant to Sections 6.02(c) and 6.03(c), re- spectively, of the Agreement. Termination. This letter agreement shall terminate upon the termination of the Agreement in accordance with its terms. Miscellaneous. This letter agreement shall bind and benefit the respec- tive parties' successors, assigns, executors, trustees and heirs. Dam- ages are inadequate for breach by me of any term of this agreement and Mercantile shall be entitled to preliminary and permanent injunctive re- lief to enforce this agreement. This letter agreement shall be governed by and construed under the laws of the State of Missouri (without giving effect to the choice of law provisions thereof). Any term hereof which is invalid or unenforceable in any jurisdiction shall, as to such juris- diction, be ineffective to the extent of such invalidity or unenforce- ability without affecting remaining terms or their validity or enforce- ability in any other jurisdiction. If any provision of this letter agreement is so broad as to be unenforceable, such provision shall be in- terpreted to be only so broad as is enforceable. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts to- gether shall constitute one and the same instrument. Very truly yours, Confirmed and accepted as of the date first above written: MERCANTILE BANCORPORATION INC. By: Name: Title: SCHEDULE A Number of Shares of Bancshares Common Stock Address and Name of Owned Beneficially Contact Shareholder and of Record Person -----END PRIVACY-ENHANCED MESSAGE-----