-----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, QsnxdcoEh5gelS32Zn5PT4+zVA6QIBBcgbCaXgJvQf4mHBoNNyBVg/GtbcWYcrrx zZMEO2v491yjf9VUmkTJXg== 0000950114-98-000090.txt : 19980312 0000950114-98-000090.hdr.sgml : 19980312 ACCESSION NUMBER: 0000950114-98-000090 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980310 EFFECTIVENESS DATE: 19980310 SROS: NYSE FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-47713 FILM NUMBER: 98562629 BUSINESS ADDRESS: STREET 1: 7TH & WASHINGTON TRAM 19 1 STREET 2: ONE MERCANTILE CENTER STREET CITY: ST LOUIS STATE: MO ZIP: 63101-1643 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 S-8 1 MERCANTILE BANCORPORATION INC. FORM S-8 1 As Filed with the Securities and Exchange Commission on March 10, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ MERCANTILE BANCORPORATION INC. (Exact name of registrant as specified in charter) MISSOURI 43-0951744 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) P.O. BOX 524 ST. LOUIS, MISSOURI 63166-0524 (Address of principal executive offices) (Zip Code) __________ MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN AND MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS AND MERCANTILE BANCORPORATION INC. VOLUNTARY DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE AFFILIATE DIRECTORS AND ADVISORY DIRECTORS (Full title of the plans) __________ ____________________________________ JON W. BILSTROM, ESQ. GENERAL COUNSEL MERCANTILE BANCORPORATION INC. P. O. BOX 524 ST. LOUIS, MISSOURI 63166-0524 (Name and address of agent for service) TELEPHONE: (314) 425-2525 __________ Copy to: JOHN Q. ARNOLD ROBERT M. LAROSE, ESQ. VICE CHAIRMAN & CHIEF FINANCIAL OFFICER THOMPSON COBURN MERCANTILE BANCORPORATION INC. ONE MERCANTILE CENTER P.O. BOX 524 ST. LOUIS, MISSOURI 63101 ST. LOUIS, MISSOURI 63166-0524 (314) 552-6000 (314) 425-2525 CALCULATION OF REGISTRATION FEE ===================================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION REGISTERED REGISTERED OFFERING PRICE PER OFFERING PRICE FEE SHARE - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value 787,500 shares $54.00 $42,525,000 $12,545 ==================================================================================================================================== Includes one attached Preferred Share Purchase Right per share. Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Section 457(c), based upon the average of the high and low sale prices of common stock, $0.01 par value, of the Registrant as reported on the New York Stock Exchange on March 6, 1998.
2 The undersigned Registrant hereby files this Registration Statement on Form S-8 (the "Registration Statement") to register 787,500 shares of Mercantile Bancorporation Inc. ("Mercantile" or the "Company") common stock, $0.01 par value, and attached Preferred Share Purchase Rights of Mercantile, for issuance to optionees under (i) the Mercantile Bancorporation Inc. Voluntary Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory Directors (the "1996 Plan"), (ii) the Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred Compensation Plan (the "1997 Plan") and (iii) the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (the "1998 Plan" and, together with the 1996 Plan and the 1997 Plan, the "Mercantile Plans"). Of the 787,500 shares registered by this Registration Statement, 240,000, 210,000 and 337,500 shares are registered for issuance pursuant to the 1996 Plan, the 1997 Plan and the 1998 Plan, respectively. Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934 are incorporated herein by reference: (a) Mercantile's Annual Report on Form 10-K for the year ended December 31, 1996, as amended by Form 10-K/A. (b) Mercantile's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. (c) Mercantile's Current Reports on Form 8-K dated April 25, 1997 (as amended by Form 8-K/A dated may 22, 1997), May 13, 1997, July 1, 1997, January 10, 1998, January 30, 1998 and two reports dated September 25, 1997. (d) The description of Mercantile's Common Stock set forth in Item 1 of Mercantile's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. The following document filed with the Commission by Roosevelt Financial Group, Inc. ("Roosevelt") under the Exchange Act is incorporated herein by reference: Annual Report on Form 10-K for the year ended December 31, 1996, as amended on Form 10-K/A on March 14, 1997 and on Form 10-K/A-2 on April 29, 1997. Such incorporation by reference shall not be deemed to incorporate by reference the information referred to in Item 402(a)(8) of Regulation S-K. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date any such document is filed. The information relating to the Company contained in this Registration Statement does not purport to be complete and should be read together with the information in the documents incorporated by reference herein. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a subsequent statement contained herein or in any other subsequently filed document incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Where any document or part thereof is incorporated by reference in the Registration Statement, the Company will provide without charge to each person to whom a Prospectus with respect to the Plans is delivered, upon written or oral request of such person, a copy of any and all of the information incorporated by reference in the Registration Statement, excluding exhibits unless such exhibits are specifically incorporated by reference. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Sections 351.355(1) and (2) of The General and Business Corporation Law of the State of Missouri provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of - 2 - 3 the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection with such action, suit or proceeding. Section 351.355(7) provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or which involved an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934. Article 12 of the Restated Articles of Incorporation of the Registrant provides that the Registrant shall extend to its directors and executive officers the indemnification specified in subsections (1) and (2) and the additional indemnification authorized in subsection (7) and that it may extend to other officers, employees and agents such indemnification and additional indemnification. Pursuant to directors' and officers' liability insurance policies, with total annual limits of $30,000,000, the Registrant's directors and officers are insured, subject to the limits, retention, exceptions and other terms and conditions of such policy, against liability for any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty by the directors or officers of the Registrant, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to such provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. Item 8. Exhibits. -------- See Exhibit Index located at page 7 hereof. Item 9. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers and sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; - 3 - 4 (iii) To include any material information with respect to the plan of distribution previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. - 4 - 5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of -------------- 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on March 9, 1998. MERCANTILE BANCORPORATION INC. By /s/ Thomas H. Jacobsen ---------------------------------------- Thomas H. Jacobsen, Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY ----------------- We, the undersigned officers and directors of Mercantile Bancorporation Inc., hereby severally and individually constitute and appoint Thomas H. Jacobsen and John Q. Arnold, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8 relating to the Mercantile Bancorporation Inc. Voluntary Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory Directors, the Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred Compensation Plan and the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Thomas H. Jacobsen - ------------------------------ Chairman of the Board, March 9, 1998 Thomas H. Jacobsen President and Chief Executive Principal Executive Officer Officer /s/ John Q. Arnold - ------------------------------ Vice Chairman and March 9, 1998 John Q. Arnold Chief Financial Officer Principal Financial Officer /s/ Michael T. Normile - ------------------------------ Senior Vice President - Finance March 9, 1998 Michael T. Normile and Control Principal Accounting Officer /s/ Richard E. Beumer - ------------------------------ Director March 9, 1998 Richard E. Beumer /s/ Harry M. Cornell, Jr. - ------------------------------ Director March 9, 1998 Harry M. Cornell, Jr. - 5 - 6 - ------------------------------ Director March , 1998 Dr. Henry Givens, Jr. /s/ William A. Hall - ------------------------------ Director March 9, 1998 William A. Hall /s/ Thomas A. Hays - ------------------------------ Director February 20, 1998 Thomas A. Hays /s/ Frank Lyon, Jr. - ------------------------------ Director March 9, 1998 Frank Lyon, Jr. /s/ Robert W. Murray - ------------------------------ Director March 9, 1998 Robert W. Murray /s/ Harvey Saligman - ------------------------------ Director March 9, 1998 Harvey Saligman /s/ Craig D. Schnuck - ------------------------------ Director March 9, 1998 Craig D. Schnuck /s/ Alvin J. Siteman - ------------------------------ Director March 9, 1998 Alvin J. Siteman /s/ Robert L. Stark - ------------------------------ Director February 20, 1998 Robert L. Stark /s/ Patrick T. Stokes - ------------------------------ Director March 9, 1998 Patrick T. Stokes /s/ John A. Wright - ------------------------------ Director February 19, 1998 John A. Wright
- 6 - 7 EXHIBIT INDEX -------------
Exhibit No. Page ---------- ---- 4.1 Form of Indenture Regarding Subordinated Securities between the Company and The First National Bank of Chicago, Trustee, filed as Exhibit 4.1 to the Company's Report on Form 8-K dated September 24, 1992, is incorporated herein by reference. 4.2 Rights Agreement dated as of May 23, 1988 between the Company and Mercantile Bank, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Right Certificate), filed as Exhibits 1 and 2 to the Company's Registration Statement No. 0-6045 on Form 8-A, dated May 24, 1988, is incorporated herein by reference. 4.3 Form of Indenture Regarding Senior Debt Securities, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (No. 333-25775), is incorporated herein by reference. 4.4 Form of Indenture Regarding Subordinated Debt Securities, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-3 (No. 333-25775), is incorporated herein by reference. 4.5 Indenture, dated February 4, 1997, First Supplemental Indenture, dated February 4, 1997, and Supplemental Indenture of First Supplemental Indenture, dated May 22, 1997, between the Company, as issuer, and The Chase Manhattan Bank, as Indenture Trustee, filed as Exhibits 4.5, 4.6 and 4.12, respectively, to the Company's Registration Statement on Form S-4 (No. 333-25131), are incorporated herein by reference. 5.1 Opinion of Thompson Coburn as to the legality of the securities being registered. 10.1 Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred Compensation Plan. 10.2 Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors. 10.3 Mercantile Bancorporation Inc.Voluntary Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory Directors. 23.1 Consent of KPMG Peat Marwick LLP with regard to use of its report on the Company's financial statements. 23.2 Consent of KPMG Peat Marwick LLP with regard to the use of its report on the financial statements of Roosevelt Financial Group, Inc. 23.3 Consent of Thompson Coburn (included in Exhibit 5.1). 24.1 Power of Attorney (included on signature page hereto).
- 7 - EX-5.1 2 OPINION RE LEGAL MATTERS 1 March 10, 1998 Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 Re: Form S-8 -- 787,500 Shares of Mercantile Bancorporation Inc. Common Stock, $0.01 Par Value and attached Preferred Share Purchase Rights of Mercantile Bancorporation Inc. ---------------------------------------------------------------------- Ladies and Gentlemen: We refer you to the Registration Statement on Form S-8 filed by Mercantile Bancorporation Inc. (the "Company") on March 10, 1998 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, pertaining to the proposed issuance by the Company of up to 787,500 shares of the Company's common stock, $0.01 par value (the "Shares"), and attached Preferred Share Purchase Rights of Mercantile, for issuance to optionees under (i) the Mercantile Bancorporation Inc. Voluntary Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory Directors (the "1996 Plan"), (ii) the Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred Compensation Plan (the "1997 Plan") and (iii) the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (the "1998 Plan" and, together with the 1996 Plan and the 1997 Plan, the "Mercantile Plans"). In rendering the opinions set forth herein, we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Articles of Incorporation and Bylaws, as amended and currently in effect, the resolutions adopted by the Executive Committee of the Company's Board of Directors relating to the Plans, certificates received from state officials and statements we have received from officers and representatives of the Company. In delivering this opinion, we assumed: the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies; the authenticity of the originals of all such latter documents; and the correctness of statements submitted to us by officers and representatives of the Company. Based only on the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Missouri; and 2. The Shares to be issued by the Company pursuant to the Registration Statement have been duly authorized by the Company and, when issued by the Company in accordance with the Plans, will be duly and validly issued and will be fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Thompson Coburn EX-10.1 3 AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN 1 MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED VOLUNTARY DEFERRED COMPENSATION PLAN WHEREAS, Mercantile Bancorporation Inc. (the "Company") adopted effective as of June 1, 1994, the Mercantile Bancorporation Voluntary Deferred Compensation Plan (the "Plan"); and WHEREAS, the Company desires to amend said Plan effective as of May 21, 1997. NOW, THEREFORE, the Plan is hereby amended and restated in its entirety, effective as of May 21, 1997 as hereinafter set forth and as so amended and restated is hereby designated the Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred Compensation Plan. 1. PURPOSE The purpose of the Mercantile Bancorporation Inc. (the "Company") Voluntary Deferred Compensation Plan (the "Plan") is to provide key employees with an opportunity to defer compensation to be earned by them from the Company or any Affiliated Company in accordance with the terms and conditions set forth herein. 2. EFFECTIVE DATE The Plan shall be effective as of June 1, 1994. 3. PLAN ADMINISTRATION The Plan shall be administered by a committee (the "Committee") of and appointed by the Board of Directors of the Company consisting of three or more non-employee Directors, each of whom is considered to be an "outside director" as contemplated by Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provisions. The Committee shall have full and exclusive power to interpret the Plan and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper, all of which power shall be executed in the best interests of the Company and in keeping with the objectives of the Plan. This power includes, but is not limited to, selecting compensation eligible for deferral, selecting eligible Participants, establishing all deferral terms and conditions and adopting modifications, amendments, forms and procedures, as may be necessary to comply with provisions of any applicable regulatory rulings. 4. ELIGIBILITY The Committee shall have the authority to select among the management or highly compensated employees of the Company or any Affiliated Company those employees who shall be eligible to participate in the Plan (the "Participant" or "Participants"). "Affiliated Company" means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity interest, as determined by the Committee. - 1 - 2 5. ELECTION TO DEFER COMPENSATION (a) For the calendar year 1994, a Participant may make an election before May 30, 1994, to defer the receipt of part or all of his base compensation to be received after June 1, 1994, for services performed in 1994. Elections with respect to compensation for calendar years after 1994 are described below. (b) For each calendar year beginning after 1994, a Participant may make an election to defer the receipt of all or part of his compensation. The compensation to be received after 1994 to which a deferral election may relate is a specified portion of such Participant's compensation (including bonuses or other incentive compensation) for services to be rendered to the Company or any Affiliated Company by such Participant for such calendar year or a subsequent calendar year or years. (c) An election to defer base compensation must be made by November 30 of the calendar year preceding the year in which the services will be performed for which the compensation will be earned. (d) An election to defer compensation other than base compensation and other than compensation described in subparagraph (e), below, must be made by December 31 of the calendar year preceding the year in which the services will be performed for which the compensation will be earned. (e) To defer compensation which is to be paid under a program which is measured by performance and under which the first payment cannot be made for at least 25 months after the first month in which services are performed to which the payment relates, an election must be made at least 25 months before the first month in which such compensation may be paid. (f) The period of deferral shall be of such number of years or until the occurrence of such event (e.g., retirement, disability, Change in Control) as the Participant shall elect. The period of time between the first crediting to the Participant's Deferred Compensation Account and the final payment hereunder shall be known as the "Deferral Period." 6. DEFERRAL OF NONDEDUCTIBLE COMPENSATION AMOUNTS In the event all or any portion of a Participant's Compensation (including but not limited to his Final Award, as that term is defined in the Mercantile Bancorporation Inc. Amended and Restated Executive Incentive Compensation Plan but excluding amounts described in Section 9(d) of the Plan) is determined not to be deductible to the Company as contemplated by Code Section 162(m), all or any portion of such amount which is not so deductible shall be deferred at the sole discretion and election of the Committee ("Nondeductible Compensation Amount") and credited to an account designated "Deferred Nondeductible Compensation Account." Such Participant shall, prior to December 31 of the calendar year preceding the calendar year in which such Nondeductible Compensation Amount is earned, elect the form of payment and the date as of which such Nondeductible Compensation Amount shall be paid, which date shall not be earlier than the date such Nondeductible Compensation Amount is deductible to the Company pursuant to Code Section 162(m); provided however, that for the calendar year 1997, a Participant shall make such election not later than June 30, 1997. - 2 - 3 7. ESTABLISHMENT OF ACCOUNTS (a) Deferred Compensation Account At the time of the Participant's initial election to defer pursuant to Section 5, the Company shall establish an account (a "Deferred Compensation Account") for such Participant, which Deferred Compensation Account shall be credited with the Participant's deferred amounts and earnings thereon. (b) Deferred Nondeductible Compensation Account At the time a Participant's Nondeductible Compensation Amount is determined not to be deductible pursuant to Code Section 162(m), the Company shall establish an account (a "Deferred Nondeductible Compensation Account") for such Participant, which Deferred Nondeductible Compensation Account shall be credited with the Participant's Nondeductible Compensation Amount and earnings thereon. (c) The Deferred Compensation Account and the Deferred Nondeductible Compensation Account shall consist of a cash subaccount and a stock unit subaccount. Deferred amounts shall be credited to the cash subaccount or to the stock unit subaccount, as elected by the Participant. (For the election made for 1994 by a Reporting Person who elects to have an amount credited to the stock unit subaccount, amounts deferred shall be credited to the cash subaccount until December 1, 1994, where they shall receive additions as provided for in Section 7, and the portion of the cash subaccount attributable thereto shall be removed from the cash subaccount as of December 1, 1994, and shall be credited to the stock unit subaccount.) Each stock unit ("Stock Unit") shall be equivalent to one share of Common Stock of the Company ("Share"). Deferred amounts, if they are credited to the stock unit subaccount, shall be maintained as Stock Units. The balance of the Deferred Compensation Account and the Deferred Nondeductible Compensation Account as of any date is the aggregate of the cash subaccount and the stock subaccount within such Deferred Compensation Account and the Deferred Nondeductible Compensation Account as of such date. The balance of each cash subaccount shall be expressed in United States dollars. The balance of each stock unit subaccount shall be expressed in the number of Shares deemed credited to such subaccount, with fractional Shares calculated to three decimal places. (d) As of the last business day of each month thereafter (or as of a dividend payment date, if applicable), the deferred amounts and any additions thereto as provided for in Section 8, shall be credited to the Participant's Deferred Compensation Account and Deferred Nondeductible Compensation Account. The number of Stock Units credited to the stock unit subaccount shall be equal to the quotient of the deferred amount divided by the Fair Market Value, as defined herein, on such date. 8. ADDITIONS TO ACCOUNTS (a) Each Participant shall, at the time of making an election to defer the receipt of compensation under the Plan, (i) elect the portion of such Participant's deferred amount for such calendar year which shall be credited to the cash subaccount and to the stock unit subaccount within the Participant's Deferred Compensation Account, and (ii) select from a list of investment vehicles prescribed by the Committee the particular vehicle to be used as the measure of changes in the value ("Index") of amounts credited to the cash subaccount. The amount of a Participant's deferral - 3 - 4 amounts for a month shall be credited to a Participant's Deferred Compensation Account as of the first day of the next succeeding month following the date such deferral amounts would have been paid absent the election to defer such amounts. (b) Each Participant shall at the time of making the election provided in Section 6 of the Plan, (i) elect the portion of such Participant's Nondeductible Compensation Amount which shall be credited to the cash subaccount and to the stock unit subaccount, and (ii) select from a list of investment vehicles described by the Committee the particular vehicle to be used as the measure of changes in the value ("Index") of amounts credited to the cash subaccount. (c) Adjustment of the cash subaccount shall be made as of the dates prescribed in Section 7. The Committee shall establish procedures with respect to the election by a Participant to select the Index, and to change the Index, applicable to the cash subaccount, and may provide procedures which permit different Indexes to apply to separate parts of a subaccount. (d) After a Participant's election pursuant to Section 8(a) and (b) relating to the portion of the deferred amounts which are credited to the cash subaccount and to the stock unit subaccount, a Participant may not thereafter change the portion of such Participant's Deferred Compensation Account and Deferred Nondeductible Compensation Account which is credited to the cash subaccount and to the stock unit subaccount. (e) Such deferral amounts shall be credited to a stock unit subaccount as of the date such deferral amounts would have been paid to the Participant absent the election to defer such amounts, and thereupon converted to Stock Units at the Fair Market Value of a Share as of such date. Stock Units shall be credited with an amount equal to the dividends as and when paid on the Shares and contemporaneously and on the same terms deemed to be reinvested in additional Stock Units. (f) Notwithstanding anything to the contrary contained elsewhere in this Plan, no Participant (a "Reporting Person") who is subject to Section 16 ("Section 16") of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shall make any election to defer compensation into the stock unit subaccount under this Plan within six months of an election to transfer amounts credited to such Participant's stock or stock unit account or subaccount into the Participant's cash account or subaccount under any other Company plan or to receive distributions from any stock or stock unit account or subaccount under any other Company plan. 9. PAYMENT OF ACCOUNTS (a) Deferred Compensation Account Except as otherwise provided in subsections (d), (e) and (f) below, the Participant's Deferred Compensation Account shall be paid or commence to be paid to the Participant, as soon as practicable, after the earliest to occur of the following: (i) the Participant's death; - 4 - 5 (ii) the Participant's retirement pursuant to the terms of the current retirement policy of the Company, or termination from employment with the Company and all Affiliated Companies for any other reason other than death or retirement; (iii) the commencement date selected by the Participant at the time of the initial election to defer such amount; or (iv) a Change in Control of the Company. The Participant may elect to receive payment of the Deferred Compensation Account either (i) in a lump sum, or (ii) in such number (not to exceed 120) of approximately equal monthly installments as the Participant shall elect. Such election shall be made at the time of the initial election to defer such amount. In the absence of an election by the Participant, the Committee shall determine the manner of payment. (b) The Participant's Deferred Nondeductible Compensation Account shall be paid or commence to be paid to the Participant, as soon as practicable, after the earlier to occur of the following: (1) the Participant's death; (2) the Participant's retirement pursuant to the terms of the current retirement policy of the Company; (3) the Participant's termination of employment with the Company and all Affiliated Companies due to disability, provided that such Participant is eligible for benefits under the Company's long-term disability program in effect on the date of such disability; (4) the commencement date selected by the Participant; or (5) Change in Control of the Company. Notwithstanding anything to the contrary contained elsewhere in this Plan, if the date on which a Participant's Deferred Nondeductible Compensation Account is to be paid pursuant to Section 8(b)(1), (2), (3), or (4) above is earlier than the date on which such Nondeductible Compensation is deductible to the Company pursuant to Code Section 162(m), the payment of such Participant's Deferred Nondeductible Compensation Account shall be made as soon as practicable after the date such Nondeductible Compensation is deductible to the Company pursuant to Code Section 162(m). The Participant may elect to receive payment of the Deferred Nondeductible Compensation Account either (i) in a lump sum, or (ii) in such number (not to exceed 120) of approximately equal monthly installments as the Participant shall elect. Such election shall be made at the time specified in Section 6. In the absence of an election by the Participant, the Committee shall determine the manner of payment. (c) The Participant's Deferred Compensation Account and Deferred Nondeductible Compensation Account shall be paid out in the following manner: - 5 - 6 (i) amounts credited to the cash subaccount shall be paid, net of withholding tax obligations, in cash; and (ii) amounts credited to the stock unit subaccount shall be paid, net of withholding tax obligations, in Shares, except that fractional Shares shall be paid out in cash. Such Shares shall be paid from the available Shares under the Company's 1991 Employee Incentive Plan, 1994 Stock Incentive Plan, or any other shareholder-approved stock plan maintained by the Company, or open market purchases, as determined by the Committee. In the absence of such a shareholder-approved plan, the Committee may unilaterally decide the form of payment or delay the timing of payment in consideration of Securities and Exchange Commission and other regulatory implications. (d) The Committee shall have the unilateral right to delay the timing of any payment under the Plan in the event such payment would not be tax deductible to the Company as a result of the effects of Code Section 162(m), or any successor section. In the event of such delay in payment, payment shall be made at the first time when such payment would be tax deductible to the Company, but no later than three years following the Participant's termination of employment with the Company. (e) Anything contained in this Section to the contrary notwithstanding, in the event, a Participant, or after the Participant's death, such Participant's beneficiary, incurs a severe financial hardship occasioned by accident, illness, disability or other emergency beyond the control of the Participant or, if applicable, the Participant's beneficiary, the Committee, in its sole discretion and upon written application of such Participant or beneficiary, may direct immediate payment of all or a portion of the then current value of such Participant's Deferred Compensation Account; provided that such payment shall in no event exceed the amount necessary to alleviate such financial hardship. A Participant receiving such payment shall not be entitled to make further deferrals under the Plan for a period of six months following such payment, and any deferral election in effect at the time of a hardship withdrawal shall be suspended for six months. (f) In the event a Participant's employment with the Company and all Affiliated Companies ends by reason of a Good Cause Event (or for a reason which becomes a Good Cause Event as defined in subsection (h)(iii), below) which the Committee determines involves, or may involve, a loss to the Company or an Affiliated Company, no payment shall be made under this Plan, notwithstanding anything contained in subsection (a)(iii), above, until the fact and the amount, if any, of such loss have been determined to the satisfaction of the Committee, and then payments shall be made hereunder only to the extent that the amounts payable exceed the amount, if any, of the loss to the Company and all Affiliated Companies which has not been restored by the Participant from other sources. Pending the determination by the Committee of the fact and the amount, if any, of any such loss, the Company and all Affiliated Companies shall have a lien upon any amounts due to the Participant under this Plan. (g) The term "Change in Control" shall mean: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the - 6 - 7 Exchange Act) of 20% or more of either (A) the then outstanding Shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliated companies or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B), and (C) of subsection (iii) are satisfied; or (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding Shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or of the corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding Shares of common stock of the corporation resulting from reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation and (C) at least a majority of the members of - 7 - 8 the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (iv) Approval by the shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (I) more than 50% of, respectively, the then outstanding Shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (II) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or of such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) then beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding Shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (III) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. (h) The term "Good Cause Event" shall mean: (i) an act or acts of personal dishonesty done by the Participant and intended to result in substantial personal enrichment of the Participant at the expense of the Company or an Affiliated Company, (ii) repeated violations by the Participant of the Participant's obligations under any employment agreement which are demonstrably willful and deliberate on the Participant's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company or an Affiliated Company, or (iii) the conviction of the Participant of a felony involving moral turpitude. The determination of whether or not a Good Cause Event has occurred shall be made by the Committee in its sole and absolute discretion. (i) Notwithstanding anything to the contrary contained elsewhere in this Plan, no payment of an account may be made to a Participant who is a Reporting Person if - 8 - 9 such payment results from a subsequent election by the Participant to (i) change the commencement date for payment chosen at the time of the initial election to defer compensation; (ii) choose the installment payment plan instead of a lump sum payment; or (iii) change the installment payment schedule, unless such payment has been specifically approved in advance by: (A) the Board of Directors of the Company; (B) a committee of the Board of Directors of the Company that is comprised solely of two or more Non-Employee Directors (as contemplated by Rule 16b-3 under Section 16 ("Rule 16b-3"); or (C) either: (I) the affirmative vote of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Missouri; or (II) the written consent of the holders of a majority of the securities of the Company so entitled to vote. 10. PARTICIPANT REPORTS The Committee shall make appropriate reports to the Participant concerning the status of such Participant's Deferred Compensation Account and Deferred Nondeductible Compensation Account. 11. TRANSFERABILITY OF INTEREST The right to receive a payment under this Plan is not assignable or transferable and shall not be subject to any encumbrances, liens, pledges or charges of the Participant or to claims of such Participant's creditors. Any attempt to assign, transfer, hypothecate or attach any rights with respect to or derived from any payment shall be null and void and of no force and effect whatsoever. 12. DESIGNATION OF BENEFICIARIES A Participant may designate in writing a beneficiary or beneficiaries to receive any distribution under the Plan which is made after the Participant's death, provided, however, that if at the time any such distribution is due, there is no designation of a beneficiary in force or if any person (other than a trustee or trustees) as to whom a beneficiary designation was in force at the time of the Participant's death shall have died before the payment became due and the Participant has failed to provide in such beneficiary designation for any person or persons to take in lieu of such deceased person, the person or persons entitled to receive such distribution (or part thereof, as the case may be) shall be the Participant's executor or administrator. 13. AMENDMENT, SUSPENSION AND TERMINATION The Plan may be amended only by a majority of the Board of Directors as it deems necessary or appropriate to better achieve the purpose of the Plan, except that no such amendment which would otherwise cause the Plan not to comply with either Rule 16b-3, or any successor rule, under the Act or Section 162(m) of the Code shall be effective without the approval of the Company's shareholders. 14. FAIR MARKET VALUE Fair Market Value of a Share or Stock Unit for all purposes under the Plan shall mean the closing price of a Share as reported daily on the New York Stock Exchange Composite - 9 - 10 Tape and published in the Wall Street Journal or similar readily available public source for the date in question. If no sales of Shares were made on such date, the closing price of a Share as reported for the next preceding day on which sales of Shares were made shall be used. 15. ADJUSTMENTS AND REORGANIZATIONS In the event of any stock dividend, stock split, combination or exchange of Shares, merger, consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting Shares or the price of Shares, such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change shall be made with respect to each Stock Unit held in the stock unit subaccount. The adjustment described in the preceding sentence shall be calculated to three decimal places. 16. TAX WITHHOLDING The Company shall have the right to deduct from any payment made under the Plan, including the delivery of Shares, a sufficient amount to cover withholding of any federal, state or local taxes required by law, or to take such other action as may be necessary to satisfy any such withholding obligations. The Committee may permit Shares to be used to satisfy required tax withholding and such Shares shall be valued at the Fair Market Value as of the settlement date of the applicable Award. 17. UNFUNDED PLAN During the period that amounts are deferred under the Plan, all Deferred Compensation Accounts and Deferred Nondeductible Compensation Accounts shall be considered as general assets of the Company for use as it deems necessary or appropriate, and will be subject to the claims of the Company's creditors. Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights under the Plan, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured general creditor of the Company. 18. OTHER EMPLOYEE BENEFITS Any compensation deferred and any benefits paid under this Plan shall not be included in creditable compensation in computing benefits under any employee benefit plans of the Company, except to the extent expressly provided for thereunder. 19. NO RIGHT TO EMPLOYMENT Nothing contained herein shall be construed as conferring upon any Participant the right to continue in the employ of the Company or any Affiliated Company. - 10 - 11 20. CLAIMS FOR BENEFITS A Participant or beneficiary may claim any benefit to which he or she is entitled under this Plan by a written notice to the Committee. If a claim is denied, it must be denied within a reasonable period of time, and be contained in a written notice stating the following: (a) The specific reason for the denial. (b) Specific reference to the Plan provision on which the denial is based. (c) Description of additional information necessary for the claimant to present the claim, if any, and an explanation of why such material is necessary. (d) An explanation of the Plan's claims review procedure. The claimant will have sixty (60) days to request a review of the denial by the Committee, which will provide a full and fair review. The request for review must be in writing delivered to the Committee. The claimant may review pertinent documents, and he may submit issues and comments in writing. The decision by the Committee with respect to the review must be given within sixty (60) days after receipt of the request, unless special circumstances require an extension (such as for a hearing). In no event shall the decision be delayed beyond one hundred and twenty (120) days after receipt of the request for review. The decision shall be written in a manner calculated to be understood by the claimant, and it shall include specific reasons and refer to specific Plan provisions as to its effect. 21. GOVERNING LAW The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be determined in accordance with the laws of the State of Missouri and applicable federal law. 22. SUCCESSORS AND ASSIGNS The Plan shall be binding on all successors and assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant's creditors. 23. RIGHT AS A SHAREHOLDER Except as may otherwise be provided by the Committee, a Participant shall have no rights as a shareholder with regard to a Stock Unit until he or she becomes the actual holder of record of a Share. - 11 - EX-10.2 4 AMENDED AND RESTATED STOCK INCENTIVE PLAN 1 Adopted: April 28, 1994 First Amendment and Restatement: April 24, 1997 Second Amendment and Restatement: January 21, 1998 MERCANTILE BANCORPORATION INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS ARTICLE I. GENERAL PROVISIONS 1.1 PURPOSE The purposes of the Mercantile Bancorporation Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (the "Plan") are to provide members of the Board of Directors, other than advisory members, (the "Board") of Mercantile Bancorporation Inc. (the "Company") who are not employees of the Company or any of its affiliates or subsidiaries ("Non-Employee Directors") with a larger equity interest in the Company in order to attract and retain well-qualified individuals to serve as Non-Employee Directors and to enhance the identity of interests between Non-Employee Directors and the shareholders of the Company. The purposes of the Plan are to be accomplished through the grant of units ("Stock Units") equivalent to shares of the Company's common stock ("Shares") and through the grant of stock options (the "Options") to purchase Shares as part of their annual retainer for services as Non-Employee Directors, and to allow Non-Employee Directors to elect to defer receipt of all or a portion of their retainer, committee chair, and/or meeting fees. 1.2 TERM The Plan shall be effective as of April 28, 1994, and shall remain in effect until all Shares reserved hereunder are issued or the Plan is otherwise terminated by the Board. If the Plan is terminated by the Board, no Stock Units or Options may be issued after the effective date of such termination, but, subject to the preceding sentence, previously granted Stock Units and Options shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Plan. 1.3 ELIGIBILITY AND PARTICIPATION Only Non-Employee Directors shall be eligible to participate in the Plan, and participation in the Plan with respect to awards pursuant to Articles II and III of the Plan is mandatory for all Non-Employee Directors. 1.4. SHARES SUBJECT TO THE PLAN The aggregate number of Shares that may be subject to issuance under the Plan shall not exceed 225,000, subject to adjustment as provided in Section 4.2 of this Plan. 1.5 FAIR MARKET VALUE Fair Market Value for all purposes under the Plan shall mean the closing price of a Share as reported daily on the New York Stock Exchange Composite Tape and published in The Wall Street Journal or similar readily available public source for the date in question. If no sale of Shares was made on such date, the closing price of a Share as reported for the next preceding day on which a sale of Shares was made shall be used. 2 ARTICLE II. STOCK UNIT GRANTS AND DEFERRAL OF RETAINERS AND FEES 2.1 ANNUAL STOCK UNIT GRANTS (a) ANNUAL STOCK UNIT GRANTS: As of May 21, 1997, and as of the date of each subsequent annual meeting of the Company's shareholders thereafter (the "Grant Date"), the Company shall award to each person who is a Non-Employee Director immediately following such meeting on the Grant Date, in consideration of services to be rendered as a Non- Employee Director, a number of Stock Units equal to the lesser of (i) Two Hundred Fifty (250) or (ii) the number of Stock Units determined by dividing Twenty Thousand Dollars ($20,000) by the Fair Market Value of a Share on the Grant Date. Such calculation shall be carried to three decimal places. (b) STOCK UNIT ACCOUNTS: The Stock Units awarded pursuant to Section 2.1(a) shall be credited as of the Grant Date to a bookkeeping reserve account maintained by the Company ("Stock Unit Account"). 2.2 DEFERRAL OF RETAINERS AND/OR FEES (a) DEFERRAL ELECTIONS: Commencing on the effective date of the Plan, payment of all or part of any retainer and/or fees payable to a Non-Employee Director for membership on the Board, for meetings of the Board or Board committees, or for extraordinary services, may be deferred by election of the Non-Employee Director. Each such election must be made by November 30 of the calendar year before the calendar year for which the retainer and/or fees will be paid and will be irrevocable for the affected calendar year. An election may be changed or revoked for a future calendar year by submitting an appropriate form by November 30 of the preceding calendar year, but unless changed or revoked an election shall remain in effect for subsequent calendar years. (b) CREDITING DEFERRAL AMOUNTS TO ACCOUNTS: Amounts deferred pursuant to Section 2.2(a) shall be credited at the Non-Employee Director's election, which election shall be made concurrently with the election pursuant to Section 2.2(a) hereof and which shall be irrevocable for the affected calendar year, as of the date of the deferral, to (i) the Non-Employee Director's Stock Unit Account or (ii) a bookkeeping reserve account maintained by the Company as a cash account which will receive earnings credits as provided herein ("Cash Account"). If deferral to the Stock Unit Account is elected, the number of Stock Units credited to the Stock Unit Account shall equal the deferred cash amount divided by the Fair Market Value of a Share on the date on which such cash amount would have been paid but for the deferral election pursuant to Section 2.2(a). Such calculation shall be carried to three decimal places. If deferral to the Cash Account is elected, an amount equal to the deferred cash amount shall be credited to such Cash Account as of the first day of the next succeeding month following the date such cash amount would have been paid but for the deferral election pursuant to Section 2.2(a). (c) SELECTING EARNINGS CREDIT MEASURE FOR CASH ACCOUNT: Each Non-Employee Director shall, at the time of his election to defer all or part of any retainer and/or fees, select an investment vehicle from a list in use at the time under the Mercantile Bancorporation Inc. Amended and Restated Voluntary Deferred Compensation Plan in effect from time to time (the "Index") to serve as the measure of Earnings Credits to be used to adjust the value of the Cash Account as provided herein. Only one Index may be selected to apply to the amounts added to the Cash Account pursuant to any particular year's election, but the Non-Employee Director may change the Index applicable to the portion of the Cash Account attributable to one or more year's deferral elections by making an election to that effect at the same time as a deferral election is made pursuant to Section 2.2(a), above. - 2 - 3 2.3 ADDITIONS TO DEFERRED ACCOUNTS (a) DIVIDEND EQUIVALENT PAYMENTS: As of each dividend payment date with respect to Shares, there shall be credited to each Non-Employee Director's Stock Unit Account an additional number of Stock Units equal to (i) the per share dividend payable with respect to a Share on such date multiplied by (ii) the number of Stock Units held in the Stock Unit Account as of the close of business on the first business day prior to such dividend payment date and, if the dividend is payable in cash or property other than Shares, divided by (iii) the Fair Market Value of a Share on such business day. For purposes of this Section 2.3(a), "dividend" shall include all dividends, whether normal or special, and whether payable in cash, Shares or other property. The calculation of additional Stock Units shall be carried to three decimal places. (b) EARNINGS CREDITS: As of the last business day of each calendar month, each Non-Employee Director's Cash Account shall be adjusted by an amount calculated under the Index selected by the Non-Employee Director, to reflect the increase or decrease which would have occurred in such Cash Account if it had been invested in the assets measured by the Index. 2.4 VESTING OF ACCOUNT BALANCES All amounts, whether in Stock Units credited to a Non-Employee Director's Stock Unit Account or deferred cash credited to a Non-Employee Director's Cash Account, pursuant to this Plan shall be at all times fully vested and nonforfeitable. 2.5 PAYMENT OF ACCOUNTS (a) STOCK UNIT ACCOUNTS: Upon the earlier of a Change in Control or termination of service as a Non-Employee Director for any reason, the total number of whole Stock Units in the Non-Employee Director's Stock Unit Account shall be paid to the Non-Employee Director in an equal number of whole Shares. The Company shall issue and deliver to the Non-Employee Director a stock certificate for payment of Stock Units as soon as practicable following the date on which the Stock Units, or any portion thereof, become payable. Any fractional Stock Unit shall be paid in cash based upon the Fair Market Value of a Share on the date payment is made. (b) CASH ACCOUNTS: Upon the earlier of a Change in Control or termination of service as a Non-Employee Director for any reason, the balance in the Non-Employee Director's Cash Account shall be paid to the Non-Employee Director in cash as soon as practicable after such termination. (c) FORM OF DISTRIBUTION: Distributions will be made from the Account or Accounts of a Non-Employee Director in whichever of the following methods the Non-Employee Director elects at the time of his deferral election: (i) A single sum. (ii) Approximately equal annual installments over a period not to exceed 10 years as the Non-Employee Director shall elect. The Non-Employee Director shall elect the form of distribution for a particular year's deferral, and may elect a different form for different years. An election of a form of distribution for a particular year may not be changed after the beginning of the year to which the election relates. If an Account is being distributed in installments, the portion of the - 3 - 4 Account being held for future distribution shall continue to receive Earnings Credits or Dividend Equivalent Payments, as applicable. If an election of installment payments is made with respect to a Stock Unit Account, the number of Shares to be distributed as part of an individual installment may be rounded up or down to the nearest whole Share in order to avoid a fractional share until the final installment. ARTICLE III. STOCK OPTIONS 3.1 ELIGIBILITY FOR GRANT OF OPTIONS (a) Each person who is a Non-Employee Director on the date that this Plan, as amended and restated, is approved by the Board of Directors in 1997 and, in each year thereafter during the term of this Plan, on the date of the Annual Meeting of Shareholders commencing in 1998 (the date that the Option is granted is hereinafter referred to as the "Option Date"), shall receive an Option to acquire 1,000 Shares, or such other number of Shares as shall be determined from time to time by the Board of Directors. The exercise price of such Options shall be the Fair Market Value of the Shares on the Option Date in each year. (b) All Options granted under this Article III shall be granted as of the Option Dates as set forth in Section 3.1(a). Promptly after each such Option Date, the Company shall notify the Non-Employee Director of the grant of the Option, and shall hand deliver or mail to the Non- Employee Director an option agreement, duly executed by and on behalf of the Company, with the request that the Non-Employee Director execute and return the option agreement as soon as practicable after the date of delivery by the Company of the option agreement to the Non-Employee Director. 3.2 NONTRANSFERABILITY Each Option granted under the Plan to a Non-Employee Director shall not be transferable otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order (as defined in Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules promulgated thereunder), and shall be exercisable during the Non-Employee Director's lifetime only by the Non-Employee Director or the Non-Employee Director's personal representative. In the event of the death of the Non-Employee Director, exercise of the Option shall be made only: (i) By executor or administrator of the estate of the deceased Non-Employee Director or the person or persons to whom the deceased Non-Employee Director's rights under the Option shall pass by will or the laws of descent and distribution; and (ii) To the extent that the deceased Non-Employee Director was entitled thereto at the date of his or her death. 3.3 TERMS OF OPTIONS GRANTED Notwithstanding any other provision of the Plan, each Option shall be evidenced by an option agreement, which shall include the substance of the following terms and conditions: (a) The exercise price for each Share shall be an amount equal to 100% of the Fair Market Value of a Share on the Option Date of each such Option. - 4 - 5 (b) The Option by its terms shall not be transferable by the Non- Employee Director and shall not be exercisable otherwise than as set forth in Sections 3.2 and 3.4 hereof. (c) The Option by its terms shall vest in the Non-Employee Director and be exercisable by the Non-Employee Director at any time from and after the date (the "Date of Vesting") which is six months after the Option Date, subject to Section 3.3(e). Options that are not otherwise vested and exercisable shall become fully vested and exercisable upon the occurrence of a Change in Control of the Company. (d) The Option shall be for a term of ten years after the Option Date. (e) The Option shall terminate in all events on the earlier of (i) the termination of the Non-Employee Director's service as a director or an advisory director at any time prior to the Date of Vesting, (ii) three years after the date that the Non-Employee Director's service as a director or advisory director of the Company shall terminate for any reason, and (iii) the expiration of the term of the Option under the option agreement. 3.4 EXERCISE OF OPTION An Option shall be exercisable, in whole or in part, to the extent vested in the Non-Employee Director only (i) upon payment to the Company on the exercise date of cash in the full amount of the exercise price of the Shares with respect to which the Option is exercised, (ii) in the discretion of the Company, upon delivery to the Company on the exercise date of certificates representing Shares owned by the Non-Employee Director and registered in the Non-Employee Director's name, having a Fair Market Value on the exercise date equal to the full amount of the exercise price of the Shares with respect to which the Option is exercised, (iii) in the discretion of the Company, by directing the Company to withhold from the number of Shares otherwise issuable upon exercise of the Option that number of Shares having an aggregate Fair Market Value on the exercise date equal to the exercise price of all of the Shares with respect to which the Option is exercised, or (iv) in the discretion of the Company, by a combination of (i), (ii) or (iii). 3.5 CONTINUATION OF OPTIONS IN THE EVENT OF MERGER, CONSOLIDATION OR REORGANIZATION In the event that the Company is merged, consolidated, or reorganized with another corporation or entity, appropriate provision shall be made for the continuation of the outstanding Options with respect to shares of the succeeding parent corporation or entity following a merger, or with respect to shares of the consolidated or reorganized corporation or entity in the case of a consolidation or reorganization, and to prevent the dilution or enlargement of the rights under the Option compared with the total Shares issuable thereunder prior to such merger, consolidation or reorganization. ARTICLE IV. ACCELERATION AND ADJUSTMENT PROVISIONS 4.1 DEFINITION OF CHANGE IN CONTROL The term "Change in Control" shall mean: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding Shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then - 5 - 6 outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliated companies or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B), and (C) of subsection (iii) are satisfied; or (ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding Shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or of the corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding Shares of common stock of the corporation resulting from reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (iv) Approval by the shareholders of the Company of (A) a complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (I) more than 50% of, - 6 - 7 respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (II) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or of such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) then beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding Shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (III) at lease a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company. 4.2 ADJUSTMENTS AND REORGANIZATION: In the event of any stock dividend, stock split, combination or exchange of Shares, merger, consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting Shares or the price of Shares, such proportionate adjustments, if any, as the Board in its discretion may deem appropriate to reflect such change shall be made with respect to (a) the aggregate number of Shares that may be issued under the Plan, (b) the size of the awards made pursuant to Articles 2 and 3, (c) each Stock Unit held in the Stock Unit Accounts, and (d) the number of Shares and/or the exercise price of Shares subject to unexercised Options. Any adjustments described in the preceding sentence shall be carried to three decimal places. ARTICLE V. MISCELLANEOUS PROVISIONS 5.1 TERMINATION OR AMENDMENT OF PLAN (a) IN GENERAL: The Board may at any time terminate, suspend, amend or modify this Plan. However, no termination, suspension, amendment or modification shall in any manner adversely affect any previously granted award under the Plan, without the consent of the Non-Employee Director affected thereby. In addition, no amendment may adversely affect the right of any Non-Employee Director to have dividend equivalents credited to a Stock Unit Account or Earnings Credits added to or subtracted from a Cash Account, or to receive any shares or cash pursuant to the payout of such accounts, unless such Non-Employee Director consents in writing to such amendment. (b) AMENDMENT NO MORE THAN ONCE IN 6 MONTHS: Those provisions of this Plan which set forth the amounts and formula for determining the amounts and timing of Stock Unit grants may not be amended effective as of a date which is less than six (6) months after the effective date of a prior amendment of such provisions. - 7 - 8 5.2 GOVERNMENT REGULATIONS (a) The obligations of the Company to issue any Stock granted under this Plan shall be subject to all applicable laws, rules and regulations and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Board. (b) Subject to the provisions of Section 5.1, the Board may make such changes in the design and administration of this Plan as may be necessary or appropriate to comply with the rules and regulations of any governmental authority. 5.3 MISCELLANEOUS (a) UNFUNDED PLAN: Nothing contained in this Plan and no action taken pursuant to the provisions hereof shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and a Non-Employee Director, the Non-employee Director's designate or any other person. The Plan shall be unfunded with respect to the Company's obligation to pay any amounts due with respect to Stock Unit Accounts or Cash Accounts, and a Non-Employee Director's rights to receive any payment with respect to any Stock Unit Account or Cash Account shall be not greater than the rights of an unsecured general creditor of the Company. (b) ASSIGNMENT; ENCUMBRANCES: The right to have amounts credited to a Stock Unit Account or to a Cash Account, and the right to receive payment with respect to such Stock Unit Account or Cash Account under this Plan are not assignable or transferable and shall not be subject to any encumbrances, liens, pledges or charges of the Non-Employee Director or to claims of the Non-Employee Director's creditors. Any attempt to assign, transfer, hypothecate or attach any rights with respect to or derived from any Stock Unit, or any rights with respect to or derived from a Cash Account, shall be null and void and of no force and effect whatsoever. (c) DESIGNATION OF BENEFICIARIES: A Non-Employee Director may designate in writing a beneficiary or beneficiaries to receive any distribution under the Plan which is made after the Non-Employee Director's death, provided, however, that if at the time any such distribution is due, there is no designation of a beneficiary in force or if any person (other than a trustee or trustees) as to whom a beneficiary designation was in force at the time of Non-Employee Director's death shall have died before the payment became due and the Non-Employee Director has failed to provide in such beneficiary designation for any person or persons to take in lieu of such deceased person, the person or persons entitled to receive such distribution (or part thereof, as the case may be) shall be Non-Employee Director's executor or administrator. (d) RELATIONSHIP OF NON-EMPLOYEE DIRECTOR: A Non-Employee Director's relationship with the Company is not in fact and is not intended to be an employee-employer relationship, and nothing in this Plan shall be construed to create such a relationship. (e) ADMINISTRATION: The Board shall have the right to administer this Plan, including the adoption of rules or the preparation of forms to be used in its operation, and to interpret and apply the provisions hereof as well as any rules which it may adopt. The Board may delegate its administrative authority hereunder to one or more individuals or to a committee, as the Board deems appropriate. - 8 - 9 (f) GOVERNING LAW: The validity, construction and effect of the Plan and any actions taken or relating to the Plan, shall be determined in accordance with the laws of the State of Missouri and applicable federal law. (g) RIGHTS AS A SHAREHOLDER: A Non-Employee Director shall have no rights as a shareholder with respect to a Stock Unit or an Option until the Non-Employee Director actually becomes a holder of record of Shares issued with respect thereto. (h) NOTICES: All notices or other communications made or given pursuant to this Plan shall be in writing and shall be sufficiently made or given if hand delivered, or if mailed by certified mail, addressed to the Non-Employee Director at the address contained in the records of the Company or to the Company at its principal office, as applicable. MERCANTILE BANCORPORATION INC. By /s/ Jon P. Pierce ------------------------------ Date: Jan 21, 1998 Jon P. Pierce Executive Vice President, Human Resources - 9 - EX-10.3 5 VOLUNTARY DEFERRED COMPENSATION PLAN 1 MERCANTILE BANCORPORATION INC. VOLUNTARY DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE AFFILIATE DIRECTORS AND ADVISORY DIRECTORS 1. PURPOSE The purpose of the Mercantile Bancorporation Inc. (the "Company") Voluntary Deferred Compensation Plan for Non-Employee Affiliate Directors and Advisory Directors (the "Plan") is to allow members of the Boards of Directors of the Company's affiliates who are not employees of such affiliates ("Non-Employee Affiliate Directors") and persons who have been appointed by the Board of Directors of the Company and/or any of its affiliates as advisory members of such Boards of Directors and who are not employees of the Company and/or its affiliates ("Advisory Directors" and collectively, with "Non-Employee Affiliate Directors," "Qualifying Individuals") to defer receipt of all or a portion of the fees payable to them for services rendered or to be rendered in such capacities. 2. TERM The Plan shall be effective as of April 1, 1996, (the "Effective Date") and shall remain in effect until terminated by the Board of Directors of the Company (the "Board"). No Stock Units (hereinafter defined) shall be credited from and after the termination date of the Plan as aforesaid, but, previously credited Stock Units shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Plan. 3. ELIGIBILITY AND PARTICIPATION Only Qualifying Individuals shall be eligible to participate in the Plan. 4. DEFERRAL OF DIRECTOR FEES (a) Deferral Elections: Commencing on the Effective Date of the Plan, April 1, 1996, payment of all or any part of any fees payable to a Qualifying Individual for services rendered or to be rendered as a Non-Employee Affiliate Director or Advisory Director may be deferred by election of the Qualifying Individual. Each such election must be made (i) in the case of any Qualifying Individual who served in such capacity as of January 1 of any calendar year, by November 30th of the calendar year preceding the calendar year for which fees are to be deferred pursuant to such Qualifying Individual's election, (ii) in the case of any Qualifying Individual who is elected and/or appointed to serve in such capacity at any time after January 1 of any calendar year, within thirty (30) days after the date of such election and/or appointment, (iii) in the case of any Advisory Director of the Company who was elected and/or appointed to serve in such capacity prior to the Effective Date, within thirty (30) days of the Effective Date, and (iv) in the case of any Qualifying Individual who participated as of the Effective Date in the "Prior Plan" or any "Other Plan", as those terms are hereinafter defined, within the periods prescribed in Section 12(e) hereof. Elections made as aforesaid shall be irrevocable for the affected calendar year. An 2 election may be changed or revoked for a future calendar year by submitting an appropriate form by November 30 of the preceding calendar year, but unless changed or revoked an election shall remain in effect for such succeeding calendar years. (b) Crediting Deferred Amounts to Accounts: Amounts deferred pursuant to Section 4(a) shall be credited at the Qualifying Individual's election, which election shall be made concurrently with the election pursuant to Section 4(a) hereof and which shall be irrevocable with respect to amounts deferred for a calendar year, as of the date of deferral, to a bookkeeping reserve account maintained by the Company (i) as units ("Stock Units") equivalent to shares of the Company's Common Stock ("Shares") in an account ("Stock Unit Account") and/or (ii) as cash in an account ("Cash Account"). If deferral to the Stock Unit Account is elected, the number of Stock Units credited to the Stock Unit Account shall equal the deferred cash amount divided by the "Fair Market Value" (hereinafter defined) of a Share as of the first business day of the next succeeding month following the date on which such cash amount would have been paid but for the deferral election pursuant to Section 4(a). Such calculation shall be carried to three decimal places. If deferral to the Cash Account is elected, an amount equal to the deferred cash amount shall be credited to such Cash Account as of the first business day of the next succeeding month following the date such cash amount would have been paid but for the deferral election pursuant to Section 4(a). (c) Selecting Earnings Credit Measure for Accounts: Each Qualifying Individual, at the time of his election to defer all or part of any fees and to maintain such in a Cash Account, shall select from the list of investment indices prescribed from time to time by the Company to serve as the measure of earnings credits to be used to adjust the value of the Cash Account as provided herein (each an "Index"). The Qualifying Individual may change the Index applicable to any portion of the Cash Account by making an election to that effect at the same time as a deferral election is made pursuant to Section 4(a), above. 5. ADDITIONS TO DEFERRED ACCOUNTS (a) Dividend Equivalent Payments: As of each dividend payment date with respect to Shares, there shall be credited to each Qualifying Individual's Stock Unit Account, if applicable, an additional number of Stock Units equal to (i) the per-share dividend payable with respect to a Share on such date, multiplied by (ii) the number of Stock Units held in the Stock Unit Account as of the close of business on the first business day prior to such dividend payment date and, if the dividend is payable in cash or property other than Shares, divided by (iii) the Fair Market Value of a Share on such business date. For purposes of this Section 5, "dividend" shall include all dividends, whether normal or special, and whether payable in cash, Shares or other property. The calculation of additional Stock Units shall be carried to three decimal places. (b) Earnings Credits: As of the last business day of each calendar month, each Qualifying Individual's Cash Account shall be adjusted by an amount calculated under the Index selected by the Qualifying Individual, to reflect the increase or decrease which would have occurred in such Cash Account if it had been invested in the assets measured by the Index. 2 3 6. VESTING OF ACCOUNT All amounts, whether in Stock Units credited to a Qualifying Individual's Stock Unit Account or deferred cash credited to a Qualifying Individual's Cash Account pursuant to this Plan, shall be at all times fully vested and nonforfeitable. 7. PAYMENT OF ACCOUNTS (a) Stock Unit Accounts: Upon the earlier of (i) a "Change in Control" (hereinafter defined) in respect of the Company or the affiliate of the Company on whose Board of Directors a Qualifying Individual shall then be serving, or (ii) termination of such Qualifying Individual's service as a Non-Employee Director or Advisory Director for any reason (each a "Distribution Event"), the total number of whole Stock Units in the affected Qualifying Individual's Stock Unit Account, if any, shall be paid to such Qualifying Individual in an equal number of whole Shares. The Company shall issue and deliver to the affected Qualifying Individual a stock certificate for payment of Stock Units as soon as practicable following the date on which the Stock Units, or any portion thereof, become payable. Any fractional Stock Unit shall be paid in cash based upon the Fair Market Value of a Share on the date payment is made. (b) Cash Accounts: Upon the occurrence of a Distribution Event, the balance, if any, in the Qualifying Individual's Cash Account shall be paid to the Qualifying Individual in cash as soon as practicable after such termination. (c) Manner of Distribution: Distributions will be made from the Account or Accounts of a Qualifying Individual in whichever of the following manners the Qualifying Individual elects at the time of his deferral election: (i) A single sum. (ii) Approximately equal annual installments over a period not to exceed 10 years as the Qualifying Individual shall elect for distributions from Stock Unit Accounts or, for distributions from Cash Accounts, approximately equal monthly installments over a period not to exceed 120 months, as elected by the Qualifying Individual. The Qualifying Individual shall elect the manner of distribution for a particular year's deferral, and may elect a different manner for different years. An election of a manner of distribution for a particular year may not be changed after the beginning of the year to which the election relates. If an Account is being distributed in installments, the portion of the Account being held for future distribution shall continue to receive earnings credits or dividend equivalent payments, as applicable. If an election of installment payments is made with respect to a Stock Unit Account, the number of Shares to be distributed as part of an individual installment may be rounded up or down to the nearest whole Share in order to avoid a fractional share until the final installment. (d) The term "Change in Control" shall mean: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding Shares of common stock of an affected entity or (B) the combined 3 4 voting power of the then outstanding voting securities of an affected entity entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from an affected entity (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by an affected entity, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by an affected entity or any of its affiliated companies or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B), and (C) of subsection (iii) are satisfied; or (ii) Individuals who, as of the date hereof, constitute the Board of Directors of an affected entity (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by an affected entity's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individuals were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Approval by the shareholders of an affected entity of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of shares of the affected entity's common stock and outstanding voting securities immediately prior to such reorganization, merger or consolidation beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of the affected entity's common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the outstanding common stock of the affected entity and outstanding voting securities of the affected entity, as the case may be, (B) no person (excluding an affected entity and any employee benefit plan (or related trust) of the affected entity or of the corporation resulting from such reorganization, merger or consolidation and any person beneficially owning immediately prior to such reorganization, merger or consolidation, directly or indirectly, 20% or more of the outstanding common stock or outstanding voting securities of the affected entity, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or (iv) Approval by the shareholders of an affected entity of (A) a complete liquidation or dissolution of the affected entity or (B) the sale or other disposition of 4 5 all or substantially all of the assets of the affected entity, other than to a corporation, with respect to which following such sale or other disposition, (I) more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding common stock and outstanding voting securities of the affected entity immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding common stock and outstanding voting securities, as the case may be, (II) no person (excluding the affected entity and any employee benefit plan (or related trust) of the affected entity or of such corporation and any person beneficially owning, immediately prior to such sale or other disposition, 20% or more of the outstanding common stock or outstanding voting securities of the affected entity, as the case may be, then beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (III) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board of Directors of the affected entity providing for such sale or other disposition of assets of the affected entity. 8. ADJUSTMENTS AND REORGANIZATION In the event of any stock dividend, stock split, combination or exchange of Shares, merger, consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting Shares or the price of Shares, such proportionate adjustments, if any, as the Board of Directors of the Company in its discretion may deem appropriate to reflect such change shall be made with respect to each Stock Unit held in the Stock Unit Accounts. Any adjustments described in the preceding sentence shall be carried to three decimal places. 9. FAIR MARKET VALUE Fair Market Value for all purposes under the Plan shall mean the closing price of a Share as reported daily on the New York Stock Exchange Composite Tape and published in The Wall Street Journal or ------------------------ similar readily available public source for the date in question. If no sale of Shares was made on such date, the closing price of a Share as reported for the next preceding day on which a sale of Shares was made shall be used. 10. TERMINATION OR AMENDMENT OF PLAN (a) In General: The Board of Directors of the Company may at any time terminate, suspend or amend this Plan. (b) Written Consents: No amendment may adversely affect the right of any Qualifying Individual to have dividend equivalents credited to a Stock Unit Account or earnings credits added to or subtracted from a Cash Account, or to receive any shares or 5 6 cash pursuant to the payout of such accounts, unless such Qualifying Individual consents in writing to such amendment. 11. GOVERNMENT REGULATIONS (a) Subject to the provisions of Section 12, the Board may make such changes in the design and administration of this Plan as may be necessary or appropriate to comply with the rules and regulations of any governmental authority. 12. MISCELLANEOUS (a) Unfunded Plan: Nothing contained in this Plan and no action taken pursuant to the provisions hereof shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and a Qualifying Individual, the Qualifying Individual's designate or any other person. The Plan shall be unfunded with respect to the Company's obligation to pay any amounts due with respect to Stock Unit Accounts or Cash Accounts, and a Qualifying Individual's rights to receive any payment with respect to any Stock Unit Account or Cash Account shall be not greater than the rights of an unsecured general creditor of the Company and its affiliates. (b) Assignment; Encumbrances: The right to have amounts credited to a Stock Unit Account or to a Cash Account, and the right to receive payment with respect to such Stock Unit Account or Cash Account under this Plan are not assignable or transferable and shall not be subject to any encumbrances, liens, pledges or charges of the Qualifying Individual or to claims of the Qualifying Individual's creditors. Any attempt to assign, transfer or hypothecate or attach any rights with respect to or derived from any Stock Unit, or any rights with respect to or derived from a Cash Account, shall be null and void and of no force and effect whatsoever. (c) Designation of Beneficiaries: A Qualifying Individual may designate in writing a beneficiary or beneficiaries to receive any distribution under the Plan which is made after the Qualifying Individual's death, provided, however that if at the time any such distribution is due, there is no designation of a beneficiary in force or if any person (other than a trustee or trustees) as to whom a beneficiary designation was in force at the time of Director's death shall have died before the payment became due and the Qualifying Individual has failed to provide in such beneficiary designation for any person or persons to take in lieu of such deceased person, the person or persons entitled to receive such distribution (or part thereof, as the case may be) shall be the Qualifying Individual's executor or administrator. (d) Relationship of Qualifying Individual: A Qualifying Individual's relationship with the Company is not in fact and is not intended to be an employee-employer relationship, and nothing in this Plan shall be construed to create such a relationship. (e) Relationship to Prior Plan; Conversion of Prior and Other Plan Accounts: This Plan supersedes and replaces in its entirety Deferred Compensation Plan for Directors of Mercantile Bancorporation Inc. and Subsidiaries adopted by the Board in 1983 (the "Prior Plan"), effective as of the Effective Date. As of the Effective Date, all "Accounts" (as defined in the Prior Plan) then maintained under the Prior Plan shall be established as accounts under this Plan (collectively, "New Plan Accounts"). Amounts credited to the 6 7 Prior Plan Accounts of Qualifying Individuals as of the Effective Date shall be credited to the respective New Plan Accounts. Initial elections by such Qualifying Individuals as to the type of account and the investment vehicle to be applicable thereto shall be made within thirty (30) days of the Effective Date. In the absence of any election by a Qualifying Individual to the contrary, but subject to subsequent elections as prescribed in Section 4 hereof, the New Plan Account of such Qualifying Individual initially shall be established as a Cash Account and the investment vehicle deemed applicable to such Cash Account shall be that tied to the three (3) year certificate of deposit rate of Mercantile Bank of St. Louis National Association. Any and all accounts established and maintained under any other deferred compensation plan for the benefit of any person who shall become a Qualifying Individual at any time prior to or after the Effective Date and in respect of which plan the Company, directly or indirectly, shall be obligated, as of and/or from time to time after the Effective Date, to support and/or maintain (each an "Other Plan"), including, without limitation, the Mercantile Bancorporation Inc. 1994 Stock Incentive Plan for Non-Employee Directors (the "MBI Director Plan") and any director deferred compensation plan of any holding company, bank or other institution acquired, directly or indirectly, by the Company, whether through merger, consolidation, purchase of assets or other type transaction (each a "Corporate Transaction"), shall be established and maintained as accounts under the Plan (collectively, "Other Plan Accounts"). Amounts credited to the Other Plan Accounts of Qualifying Individuals as of the date they shall become Qualifying Individuals hereunder shall be credited to the respective New Plan Accounts. Initial elections by such Qualifying Individuals as to the type of account and the Index to be applicable thereto shall be made (i) in the case of those Qualifying Individuals whose Other Plan Accounts are established under the MBI Director Plan, within thirty (30) days of the later of (A) the date of such Qualifying Individuals are elected and/or appointed to serve in such capacities or (B) the Effective Date, and (ii) in the case of those Qualifying Individuals whose Other Plan Accounts are established under plans established by bank holding companies, banks or other institutions acquired directly or indirectly by the Company, in a Corporate Transaction, within thirty (30) days of the later of (A) consummation date of the relevant Corporate Transaction or (B) the Effective Date. In the absence of any election by a Qualifying Individual to the contrary, but subject to subsequent elections as prescribed in Section 4 hereof, the New Plan Account of such Qualifying Individual initially shall be established as a Cash Account and the Index deemed applicable to such Cash Account shall be that tied to the three (3) year certificate of deposit rate of Mercantile Bank of St. Louis National Association. (f) Administration: The Board of Directors of the Company shall have the right to administer this Plan, including the adoption of rules or the preparation of forms to be used in its operation, and to interpret and apply the provisions hereof as well as any rules which it may adopt. The Board of Directors of the Company may delegate its administrative authority hereunder to one or more individuals or to a committee, as such Board deems appropriate. (g) Governing Law: The validity, construction and effect of the Plan and any actions taken or relating to the Plan, shall be determined in accordance with the laws of the State of Missouri and applicable federal law. (h) Rights as a Shareholder: A Qualifying Individual shall have no rights as a shareholder with respect to a Stock Unit until the Qualifying Individual actually becomes a holder of record of Shares distributed with respect thereto. 7 8 (i) Notices: All notices or other communications made or given pursuant to this Plan shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to any Qualifying Individual at the address contained in the records of the Company or to the Company at its principal office, as applicable. MERCANTILE BANCORPORATION INC. By: s/s Jon W. Pierce Title: Executive Vice President - Human Resources 8 EX-23.1 6 CONSENT OF EXPERT 1 INDEPENDENT AUDITORS' CONSENT The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of Mercantile Bancorporation Inc. of our reports dated January 15, 1997 and May 13, 1997, with respect to the consolidated balance sheets of Mercantile Bancorporation Inc. and subsidiaries as of December 31, 1996, 1995, and 1994, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three- year period ended December 31, 1996, which reports are incorporated by reference in the Form S-8 of Mercantile Bancorporation Inc. dated March 10, 1998. /s/ KPMG Peat Marwick LLP St. Louis, Missouri March 10, 1998 EX-23.2 7 CONSENT OF EXPERT 1 INDEPENDENT AUDITORS' CONSENT The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the incorporation by reference in the registration statement on Form S-8 of Mercantile Bancorporation Inc. of our report dated January 20, 1997, with respect to the consolidated balance sheets of Roosevelt Financial Group, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, which report is incorporated by reference in the Form S-8 of Mercantile Bancorporation Inc. dated March 10, 1998. /s/ KPMG Peat Marwick LLP St. Louis, Missouri March 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----