-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sw5qOXdSRh/5ShZJu4cxlmB4v4O/fj3hNm18oVboQRN6zI2U2PFqVTOKHLhO6xHG BYlEsGpj/rbdSLUvj/P1gw== 0000950114-95-000096.txt : 19950605 0000950114-95-000096.hdr.sgml : 19950605 ACCESSION NUMBER: 0000950114-95-000096 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950517 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-50981 FILM NUMBER: 95540496 BUSINESS ADDRESS: STREET 1: ONE MECANTILE CENTER STREET 2: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 POS AM 1 AMENDMENT NO. 1 ON FORM S-8 TO FORM S-4 1 As Filed With the Securities and Exchange Commission on May 16, 1995 Registration No. 33-50981 - - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------- AMENDMENT NO. 1 (Post Effective Amendment No. 1) ON FORM S-8 TO FORM S-4 Registration Statement Under The Securities Act of 1933 -------------------------- MERCANTILE BANCORPORATION INC. (Exact name of registrant as specified in its charter) MISSOURI 43-0951744 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) P.O. Box 524 Identification No.) St. Louis, Missouri 63166-0524 (Address of Principal Executive Offices) UNITED POSTAL BANCORP, INC. 1991 STOCK OPTION PLAN and UNITED POSTAL BANCORP, INC. 1992 STOCK OPTION PLAN (Full title of the plans) ------------------------- W. RANDOLPH ADAMS Senior Executive Vice President and Chief Financial Officer 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: JON W. BILSTROM, ESQ. ROBERT M. LAROSE, ESQ. General Counsel and Secretary Thompson & Mitchell Mercantile Bancorporation Inc. One Mercantile Center P.O. Box 524 St. Louis, Missouri 63101 St. Louis, Missouri 63166-0524 (314) 231-7676 (314) 425-2525 -------------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================== Title of each class of Amount to be Proposed Proposed maximum Amount of securities to be registered registered maximum offering aggregate offering registration fee price per unit price - - ------------------------------------------------------------------------------------------------------------------ Common Stock, $5.00 par 724,334 N/A N/A value shares ================================================================================================================== Includes one attached Preferred Share Purchase Right per share. On April 11, 1994, the registrant effected a three-for-two stock split in the form of a dividend. The registrant previously paid $66,131 ($40,248 of which was paid with the filing of the preliminary proxy materials on October 15, 1993 and the remainder of which was paid with the original filing on November 10, 1993) to register 4,233,952 shares of Mercantile Bancorporation Inc. Common Stock (including the shares to be registered on this Form S-8). The 724,334 shares registered hereby represent 482,899 of the 4,233,952 shares which were registered prior to the stock split and which may be issued pursuant to the United Postal Bancorp, Inc. 1991 Stock Option Plan and the United Postal Bancorp, Inc. 1992 Stock Option Plan.
-------------------------- This amendment shall become effective in accordance with the provisions of Rule 464 promulgated under the Securities Act of 1933. 2 The undersigned registrant hereby files this post-effective amendment (the "Registration Statement") to register on Form S-8 724,334 shares of Mercantile Bancorporation Inc. (hereinafter the "Company" or the "Registrant") Common Stock, $5.00 par value, and attached Preferred Share Purchase Rights of the Company, previously registered on Form S-4 (File No. 33-50981) for issuance pursuant to options granted under the United Postal Bancorp, Inc. 1991 Stock Option Plan (the "1991 Plan") and the United Postal Bancorp, Inc. 1992 Stock Option Plan (the "1992 Plan") (the 1991 Plan and the 1992 Plan are collectively referred to herein as the "Plans"), pursuant to the terms and conditions of the Agreement and Plan of Reorganization dated August 17, 1993 by and among the Company, Ameribanc, Inc. and United Postal Bancorp, Inc. (such merger was consummated on February 1, 1994). Of the 724,334 shares registered by this Registration Statement, 402,197 and 322,137 shares are hereby registered for issuance pursuant to options granted under the 1991 Plan and the 1992 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) The Company's Report on Form 10-K for the year ended December 31, 1994. (b) MBI's Report on Form 10-Q for the quarter ended March 31, 1995. (c) MBI's Current Report on Form 8-K dated May 12, 1995. (d) The description of the Company's Common Stock set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. (e) The description of the Company's Preferred Share Purchase Rights set forth in Item 1 of the Company's Registration Statement on Form 8-A, dated March 5, 1993, and any amendment or report filed for the purpose of updating such description. 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 documents 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 either of 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. - 2 - 3 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 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 8 hereof. - 3 - 4 Item 9. Undertakings. ------------ The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. - 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 15th day of May, 1995. 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. MERCANTILE BANCORPORATION INC. By /s/ Thomas H. Jacobsen ---------------------------------------- Thomas H. Jacobsen Chairman of the Board, President and Chief Executive Officer 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, May 15, 1995 - - ------------------------------ President, Chief Executive Thomas H. Jacobsen Officer and Director Principal Executive Officer /s/ W. Randolph Adams Senior Executive Vice President May 15, 1995 - - ------------------------------ and Chief Financial Officer W. Randolph Adams Principal Financial Officer /s/ Michael T. Normile Senior Vice President - Finance May 15, 1995 - - ------------------------------ and Control Michael T. Normile Principal Accounting Officer Director May 15, 1995 - - ------------------------------ Richard P. Conerly Director May 15, 1995 - - ------------------------------ Harry M. Cornell, Jr. - 5 - 6 Signature Title Date --------- ----- ---- Director May 15, 1995 - - ------------------------------ Earl K. Dille Director May 15, 1995 - - ------------------------------ J. Cliff Eason Director May 15, 1995 - - ------------------------------ Bernard A. Edison Director May 15, 1995 - - ------------------------------ William A. Hall Director May 15, 1995 - - ------------------------------ Thomas A. Hays Director May 15, 1995 - - ------------------------------ William G. Heckman Director May ___, 1995 - - ------------------------------ Frank Lyon, Jr. Director May 15, 1995 - - ------------------------------ Charles H. Price II Director May 15, 1995 - - ------------------------------ Harvey Saligman Director May 15, 1995 - - ------------------------------ Craig D. Schnuck Director May 15, 1995 - - ------------------------------ Robert L. Stark Director May 15, 1995 - - ------------------------------ Patrick T. Stokes - 6 - 7 Signature Title Date --------- ----- ---- Director May 15, 1995 - - ------------------------------ Francis A. Stroble Director May 15, 1995 - - ------------------------------ John A. Wright By /s/ Thomas H. Jacobsen ----------------------------------------- Thomas H. Jacobsen
Thomas H. Jacobsen, by signing his name hereto, does sign this document on behalf of the persons named above, pursuant to a power of attorney duly executed by such persons and previously filed. - 7 - 8 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 Certificate of Designation, Preferences, and Relative Rights, Qualifications, Limitations and Restrictions of the Series B-1 Preferred Stock of the Company, filed as Exhibit 4-1 to the Company's Report on Form 10-Q for the quarter ended March 31, 1995 (File No. 1-11792), is incorporated herein by reference. 4.4 Certificate of Designation, Preferences, and Relative Rights, Qualifications, Limitations and Restrictions of the Series B-2 Preferred Stock of the Company, filed as Exhibit 4-2 to the Company's Report on Form 10-Q for the quarter ended March 31, 1995 (File No. 1-11792), is incorporated herein by reference. 5.1 Opinion of Thompson & Mitchell as to the legality of the securities being registered. 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 Thompson & Mitchell (included in Exhibit 5.1). 24.1 Power of Attorney. 99.1 United Postal Bancorp, Inc. 1991 Stock Option Plan. 99.2 United Postal Bancorp, Inc. 1992 Stock Option Plan. - - -------------- Previously filed Filed herewith
- 8 - EX-5.1 2 OPINION RE LEGALITY 1 EXHIBIT 5.1 [Thompson & Mitchell Letterhead] May 17, 1995 Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 Re: Amendment No. 1 on Form S-8 to Form S-4 -- 724,334 Shares of Mercantile Bancorporation Inc. Common ------------------------------------- Stock, $5.00 Par Value ---------------------- Gentlemen: We refer you to the post-effective amendment on Form S-8 to Form S-4 (File No. 33-50981) filed by Mercantile Bancorporation Inc. (the "Company") on May 17, 1995 (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 724,334 shares of the Company's common stock, $5.00 par value (the "Shares"), pursuant to the United Postal Bancorp, Inc. 1991 Stock Option Plan and the United Postal Bancorp, Inc. 1992 Stock Option Plan (collectively, the "Plans"), all as provided in the Registration Statement. In rendering the opinions set forth herein, we have examined such corporate records of the Company, such laws and such other information as we have deemed relevant, including the Company's Restated Articles of Incorporation and Bylaws, as amended and currently in effect, the resolutions adopted by the Executive Committee of the Company's Board of Directors relating to the Plans, certificates received from state officials and statements we have received from officers and representatives of the Company. In delivering this opinion, the undersigned assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies; the authenticity of the originals of all such latter documents; and the correctness of statements submitted to us by officers and representatives of the Company. Based only on the foregoing, the undersigned is of the opinion that: 1. The Company has been duly incorporated and is validly existing under the laws of the State of Missouri; and 2. The Shares to be 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 & MITCHELL EX-23.1 3 CONSENT OF EXPERT 1 EXHIBIT 23.1 Independent Auditor's Consent ----------------------------- The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the use of our report incorporated herein by reference in the Form S-8 registration statement No. 33-50981. /S/ KPMG PEAT MARWICK LLP St. Louis, Missouri May 17, 1995 EX-99.1 4 UNITED POSTAL BANCORP, INC. 1991 STOCK OPTION PLAN 1 EXHIBIT 99.1 UNITED POSTAL BANCORP, INC. 1991 STOCK OPTION PLAN (AS AMENDED) 1. Purpose of the Plan. The Plan shall be known as the United Postal Bancorp, Inc. 1991 Stock Option Plan (the "Plan"). The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive to directors, officers and key employees of United Postal Bancorp, Inc. (the "Corporation") or any present or future parent or subsidiary of the Corporation to promote the success of the business. It is intended that options issued pursuant to this Plan may constitute either incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or options that do not so qualify. 2. Definitions. As used herein, the following definitions shall apply. (a) "Association" shall mean the United Postal Savings Association. (b) "Award" shall mean an Option, stock appreciation right, or any combination thereof, as provided in the Plan. (c) "Board" shall mean the Board of Directors of the Corporation or any Parent thereof. (d) "Common Stock" shall mean Common Stock, par value $.01 per share, of the Corporation. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. (f) "Committee" shall mean the Stock Option Committee appointed by the Board in accordance with paragraph 4(a) of the Plan. (g) "Continuous Employment" or "Continuous Status as an Employee" shall mean the absence of any interruption or termination of the Employee's employment with the Corporation or any present or future Parent or Subsidiary of the Corporation. Employment shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Corporation or in the case of transfers between payroll locations of the Corporation or between the Corporation, its Parent, its Subsidiaries or a successor. (h) "Corporation" shall mean the United Postal Bancorp, Inc., the Parent Corporation of United Postal Savings Association. (i) "Director" shall mean a member of the Board of the Corporation. (j) "Effective Date" shall mean the date specified in paragraph 13 hereof. (k) "Employee" shall mean any person employed by the Corporation or any present or future Parent or Subsidiary of the Corporation. 2 (l) "Option" shall mean an option to purchase Common Stock granted pursuant to this Plan. (m) "Optioned Stock" shall mean stock subject to an Option granted pursuant to this Plan. (n) "Optionee" shall mean a person who receives an Option or other Award pursuant to the Plan. (o) "Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Subsections 424(e) and (g) of the Code. (p) "Plan" shall mean the United Postal Bancorp, Inc. 1991 Stock Option Plan. (q) "Share" shall mean one share of the Common Stock. (r) "Subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" as defined in Subsections 424(f) and (g) of the Code. 3. Shares Subject to the Plan. Except as otherwise required by the provisions of Paragraph 11 hereof, the aggregate number of shares of Common Stock deliverable upon the exercise of Awards pursuant to the Plan shall not exceed 250,000 shares. Such shares may either be authorized but unissued or treasury shares. If Awards should expire, become unexercisable or forfeited for any reason without having been exercised in full, the unpurchased shares which were subject thereto shall, unless the Plan shall have been terminated, be available for the grant of other Awards under the Plan. 4. Administration of the Plan. (a) Composition of Option Committee. The Plan shall be administered by the Committee which shall consist of not less than three Directors appointed by the Board. All persons designated as members of the Committee shall be "disinterested persons" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 ("1934 Act"). All members of the Committee shall serve at the pleasure of the Board. (b) Powers of the Committee. The Committee shall have discretionary authority (but only to the extent not contrary to the express provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Awards to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. (c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby. - 2 - 3 5. Eligibility. Awards may be granted to each such Employee or director of the Corporation or any present or future Parent or Subsidiary as shall be designated by the Committee. An Optionee who has been granted an Award may, if otherwise eligible, be granted an additional Award or Awards. Except however, in no event shall Options granted to directors in the aggregate under this Plan exceed more than 15% of the total number of shares authorized for delivery under this Plan pursuant to Paragraph 3 herein. The aggregate fair market value (determined pursuant to Paragraph 7 hereof as of the date the Option is granted) of the Shares with respect to which incentive stock options are exercisable for the first time by an Employee during any calendar year (under all incentive stock option plans, as defined in Section 422 of the Code, of the Corporation or any present or future Parent or Subsidiary of the Corporation) shall not exceed $100,000. Notwithstanding the prior provisions of this paragraph, the Committee may grant Options in excess of the foregoing limitations, in which case such Options granted in excess of such limitation shall be treated as Options which are not incentive stock options, as defined in Section 422 of the Code, pursuant to Section 422(d) of the Code. Notwithstanding any other provisions of this Plan, each director of the Corporation and/or the Association who is not an Employee at the Effective Date shall receive on the Effective Date, Options to purchase 1,850 Shares of the Corporation's Common Stock at an Option price equal to the initial offering price of such Common Stock. Further, non-employee directors of the Corporation or the Association appointed or elected as such following the Effective Date shall receive on the date of their appointment or election Options to purchase 1,850 Shares of the Corporation's Common Stock (to the extent such Shares are available for issuance under Options) at an Option price equal to the fair market value of the Common Stock at the time the Option is granted. Such Options granted pursuant to this subparagraph shall be designated as not being incentive stock options, shall be exercisable at any time following stockholders approval of the Plan as provided in Paragraph 14 hereof, and shall have a term of ten years following the later of the Effective Date or the date of grant of such Options. Options received under the provisions of this paragraph may be exercised by (a) written notice of intent to exercise the Option with respect to a specified number of shares, and (b) payment to the Corporation (contemporaneously with the delivery of such notice), in cash, in Common Stock, or a combination of cash and Common Stock, of the amount of the Option price for the number of shares with respect to which the Option is then being exercised. Each such notice and payment shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Treasurer of the Corporation at the Corporation's executive offices. Such Options may be exercised only while the Optionee is a director of the Corporation or the Association, or within one year after termination of the Optionee's status as a director, or in the event of such person's death during the term of his directorship, by the personal representatives of his estate or person or persons to whom his rights under such Option shall have passed by will or by laws of descent and distribution. Such Options of the deceased director may be exercised within two years from the date of his death, but not later than the date on which the Option would otherwise expire. Unless otherwise inapplicable, or inconsistent with the provisions of this paragraph, the Options to be granted to directors hereunder shall be subject to all other provisions of this Plan. 6. Term of Plan; Term of Awards. (a) The Plan shall continue in effect for a term of ten years from its Effective Date, unless sooner terminated pursuant to Paragraph 16. No Award shall be granted under the Plan after ten years from the Effective Date. - 3 - 4 (b) The term of each Award granted under the Plan shall be established by the Committee, but shall not exceed 10 years; provided however that in the case of an Employee who owns stock representing more than ten (10) percent of the Corporation's outstanding Common Stock at the time the Award is granted, the term of such Award shall not exceed five years. 7. Exercise Price. The price per share at which each Award granted under the Plan may be exercised shall not, as to any particular Award, be less than the fair market value of the stock to which the Award relates at the time such Award is granted. In the case of an Employee who owns stock representing more than ten percent of the Corporation's outstanding Common Stock at the time the Award is granted, the exercise price shall not be less than 110% of the fair market value of the stock at the time the Award is granted. If the Common Stock is traded otherwise than on a national securities exchange at the time of the granting of an Award, then the exercise price per share shall be not less than the mean between the bid and asked price on the date the Award is granted or, if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If no such bid and asked price is available, then the exercise price shall be determined by the Committee. If the Common Stock is listed on a national securities exchange (including the NASDAQ National Market System) at the time of granting an Award, then the exercise price per share shall be not less than the average of the highest and lowest selling price on such exchange on the date such Award is granted or if there were no sales on said date, then the price shall be not less than the mean between the bid and asked price on such date. 8. Exercise of Award. (a) Procedure for Exercise. Any Award granted hereunder shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Award granted to an Optionee. An Award may not be exercised for a fractional Share. An Option granted pursuant to the Plan may be exercised, subject to provisions relative to its termination and limitations on its exercise, from time to time only by (a) written notice of intent to exercise the Option with respect to a specified number of shares, and (b) payment to the Corporation (contemporaneously with delivery of such notice), in cash, in Common Stock, or a combination of cash and Common Stock, of the amount of the Option price for the number of shares with respect to which the Option is then being exercised. Each such notice and payment (as applicable) shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Treasurer of the Corporation at the Corporation's executive offices. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. A stock appreciation right may be exercised in the same manner, provided that the Optionee shall not be required to make the payment described in subsection (b) of this paragraph. (b) Exercise During Employment or Following Death or Disability. Except as may be specifically provided for by the terms of an Award as may be authorized by the Committee at the time of such grant, an Award may be exercised by an Optionee only while he is an Employee and has maintained Continuous Status as an Employee since the date of the grant of the Award or within three months after termination of status as an Employee (but not later than the date on which the Award would otherwise expire), except if his Continuous Employment is terminated by reason of (1) "Cause" (which for purposes hereof shall have the same meaning as defined in the then existing employment agreement between the Optionee and the Corporation or any of its Parent or Subsidiaries and, in the absence of any such agreement, shall have the meaning defined in 12 C.F.R. Section 563.39(b)(1) as in effect on the Effective Date of this Plan) then the Optionee's rights to exercise such Award shall expire on the date of such - 4 - 5 termination, (2) death, then to the extent that the Optionee would have been entitled to exercise the Award immediately prior to his death, such Award of the deceased Optionee may be exercised within two years from the date of his death (but not later than the date on which the Award would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such Award shall have passed by will or by laws of descent and distribution, or (3) Permanent and Total Disability (as such term is defined in Section 22(e)(3) of the Code), then to the extent that the Optionee would have been entitled to exercise the Award immediately prior to his Permanent and Total Disability, such Award may be exercised within one year from the date of such Permanent and Total Disability, but not later than the date on which the Award would otherwise expire. Notwithstanding the provisions of any Award which provides for its exercise in installments as designated by the Committee, such Award shall become immediately exercisable upon death or Permanent and Total Disability, as defined herein, of the Optionee. The Committee's determination whether an Optionee's employment has ceased, and the effective date thereof, shall be final and conclusive on all persons affected thereby. (c) Notwithstanding anything herein to the contrary, in no event shall any Award granted pursuant to the Plan be exercisable for six months from the date of grant, except in the event of the death or Permanent and Total Disability of the Optionee. In the case of Awards granted prior to stockholder approval of the Plan as provided at Paragraph 14, herein, the date of such stockholder approval shall be deemed the date of such grant. (d) Options granted under the Plan may include the right to acquire an Additional Option Right ("AOR"). If an Option grant contains an AOR, and if a Optionee pays all or part of the purchase price of the Option with shares of Common Stock held by the Optionee for at least one (1) year, then upon exercise of the Option, the Optionee shall be granted an additional Option to purchase, at the fair market value as of the date of the exercise of this AOR grant, the number of shares of Common Stock equal to the number of whole shares of Common Stock used by the Optionee in payment of the purchase price and the number of whole shares of Common Stock, if any, withheld by the Corporation as payment for applicable withholding taxes. An AOR may be exercised no earlier than one (1) year after its grant and no later than the date of expiration of the Option to which the AOR is related. Other terms applicable to the exercise of the AOR shall be the same as those terms applicable to the Option to which such AOR relates. Notwithstanding the foregoing, in no case shall such AOR be exercisable in the event that the delivery of Common Stock upon the exercise of such AOR shall be deemed (within the sole discretion of the Committee based upon its review of interpretive letters issued by the staff of the Securities Exchange Commission pursuant to Rule 16b-3 promulgated under Section 16(b) of the 1934 Act) to reduce the total number of shares of Common Stock issuable under the Plan pursuant to Paragraph 3 herein. 9. Stock Appreciation Rights and Change in Control. (a) The Committee may, but shall not be obligated to, from time to time, authorize the granting of stock appreciation rights to, or accept the surrender of previously granted Options from, such Employees as the Committee shall select. Each stock appreciation right, including the surrender of previously granted Options, may either relate to one or more shares subject to a specific Option or may be granted independently of any Option. The terms of such stock appreciation rights shall authorize the Corporation to accept the surrender of the stock appreciation right or of the right to exercise an Option granted under the Plan (or portion thereof) in consideration for the payment by the Corporation of an amount equal to the excess of the fair market value of the shares of Common Stock subject to such stock appreciation right or such Option (or portion thereof) surrendered over the exercise price of the stock appreciation right or the Option price of such shares, as applicable. Such payment, at the discretion of - 5 - 6 the Committee, may be made in shares of Common Stock valued at the then fair market value thereof (determined as provided in Paragraph 7 hereof) or in cash or partly in cash and partly in shares of Common Stock. (b) Any election by an Optionee to exercise the stock appreciation rights in this section shall be made during the period beginning on the third business day following the release for publication of quarterly or annual financial information and ending on the twelfth business day following such date. This condition shall be deemed to be satisfied when the specified financial data is first made publicly available. (c) Notwithstanding the provisions of any Award which provides for its exercise in installments as designated by the Committee, such Award shall become immediately exercisable in the event of a change in control or offer to effect a change in control. At such time, the Optionee shall, at the discretion of the Committee, be entitled to receive cash in an amount equal to the excess of the fair market value of the Common Stock (determined in accordance with Paragraph 7) subject to such Award over the exercise price, in exchange for the surrender of such Awards by the Optionee. For purposes of this Section 9, "change in control" shall refer to the acquisition of the beneficial ownership (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934) of 25 percent or more of the voting securities of the Corporation by any person or by persons acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934; and "offer" shall refer to every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or request of invitation for tenders of, the voting securities of the Corporation for value, as such term is defined under 12 C.F.R. 563b.3(i). The term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Committee as to whether a change in control, or offer to effect a change in control, has occurred shall be conclusive and binding. 10. Non-Transferability of Awards. Awards granted under the Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than (i) by will or by the laws of descent and distribution, or (ii) pursuant to the terms of a "qualified domestic relations order" as defined by the Code or by the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations thereunder. An Award may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. Effect of Change in Stock Subject to the Plan. In the event that each of the outstanding shares of Common Stock (other than shares held by dissenting shareholders) shall be changed into or exchanged for a different number or kind of shares of stock of the Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, stock dividend, split-up, combination of shares, or otherwise), then there shall be substituted for each share of Common Stock or stock appreciation right then under Award or available for Award the number and kind of shares of stock into which each outstanding share of Common Stock (other than shares held by dissenting shareholders) shall be so changed or for which each such share shall be so exchanged, together with an appropriate adjustment of the exercise price. In the event there shall be any change in the number of, or kind of, issued shares of Common Stock, or of any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, then if the Committee shall, in its discretion, determine that such - 6 - 7 change equitably requires an adjustment in the number, or kind, or exercise price of shares then subject to an Award or available for Award, such adjustment shall be made by the Board and shall be effective and binding for all purposes of the Plan. 12. Time of Granting Awards. The date of grant of an Award under the Plan shall, for all purposes other than pursuant to Paragraph 8(c) herein, be the date on which the Committee makes the determination of granting such Award. Notice of the determination shall be given to each Employee to whom an Award is so granted within a reasonable time after the date of such grant. 13. Effective Date. The Plan shall become effective upon the commencement of business activities by the Corporation, which for purposes hereof shall be deemed to have occurred upon the acquisition of all of the Association's stock by the Corporation. Awards may be granted prior to ratification of the Plan by the stockholders of the Corporation if the exercise of such Awards is subject to such stockholder ratification of the Plan. The Plan shall continue in effect for a term of ten years from the Effective Date, unless sooner terminated under Paragraph 16 of the Plan. 14. Approval by Shareholders. The Plan shall be approved by stockholders of the Corporation within twelve (12) months before or after the Effective Date. 15. Modification of Awards. At any time and from time to time the Board may authorize the Committee to direct execution of an instrument providing for the modification of any outstanding Award, provided no such modification, extension or renewal shall confer on the holder of said Award any right or benefit which could not be conferred on him by the grant of a new Award at such time, or impair the Award without the consent of the holder of the Award. Notwithstanding anything to the contrary, and not in limitation of the authority of the Committee to modify an Award under this Paragraph 15, the Committee shall have the authority to cancel outstanding Awards with the consent of the Optionee and to reissue new Awards at a lower exercise price equal to the then fair market value per share of Common Stock in the event that the fair market value per share of Common Stock at any time prior to the date of exercise of outstanding Awards falls below the exercise price of such Awards. 16. Amendment and Termination of the Plan. The Board may amend, modify or terminate the Plan except that no action of the Board may materially increase (other than as provided in Paragraph 11) the maximum number of shares permitted to be optioned or become available for the granting of Awards under the Plan, materially increase the benefits accruing to participants, or materially modify the requirements for eligibility for participation in the Plan, unless such action of the Board shall be subject to approval or ratification by the shareholders of the Corporation. Furthermore, with respect to the provisions of Paragraph 5 hereof that relate to the granting of Options to non- Employee director of the Corporation and/or the Association, no amendment shall be made within six months of the date of any other amendment, other than an amendment made to comport with the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder. - 7 - 8 No action of the Board may, without the consent of the holder of the Award, impair any then outstanding Award. 17. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to any Award granted under the Plan unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Shares may then be listed. Inability of the Corporation to obtain from any regulatory body or authority deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Corporation of any liability in respect of the non-issuance or sale of such Shares. As a condition to the exercise of an Award, the Corporation may require the person exercising to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law. 18. Reservation of Shares. The Corporation, during the term of this Plan, will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan. 19. Withholding Tax. Where a Optionee or other person is entitled to receive Shares pursuant to the exercise of an Award pursuant to the Plan, the Corporation shall have the right to require the Optionee or such other person to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to such Shares (which payment may be affected by delivering to the Corporation shares of Common Stock that he or she already owns, having a value equal to the amount required to be withheld; the value of shares to be withheld, or delivered to the Corporation, shall be based on the fair market value of the shares, as determined in accordance with Paragraph 7,.on the date the amount of tax to be withheld is to be determined), or, in lieu thereof, to retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld. 20. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Missouri except to the extent that Federal law shall be deemed to apply. - 8 - EX-99.2 5 UNITED POSTAL BANCORP, INC. 1992 STOCK OPTION PLAN 1 EXHIBIT 99.2 UNITED POSTAL BANCORP, INC. 1992 STOCK OPTION PLAN 1. Purpose of the Plan. The Plan shall be known as the United Postal Bancorp, Inc. 1992 Stock Option Plan (the "Plan"). The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility and to provide additional incentive to officers and key employees of, and consultants to, United Postal Bancorp, Inc. (the "Corporation") or any present or future parent or subsidiary of the Corporation to promote the success of the business. It is intended that options issued pursuant to this Plan may constitute either incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or options that do not so qualify. 2. Definitions. As used herein, the following definitions shall apply. (a) "Association" shall mean the United Postal Savings Association. (b) "Award" shall mean an Option, stock appreciation right, or any combination thereof, as provided in the Plan. (c) "Board" shall mean the Board of Directors of the Corporation or any Parent thereof. (d) "Common Stock" shall mean Common Stock, par value $.01 per share, of the Corporation. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. (f) "Committee" shall mean the Stock Option Committee appointed by the Board in accordance with Paragraph 4(a) of the Plan. (g) "Consultant" shall mean an individual who performs services for the Corporation or any present or future Parent or Subsidiary of the Corporation not as an Employee but as an independent contractor; provided, however, that an individual shall not be considered to be a Consultant solely on account of being a Director. (h) "Continuous Service" or "Continuous Status as an Employee" shall mean the absence of any interruption or termination of the Employee's or Consultant's service with the Corporation or any present or future Parent or Subsidiary of the Corporation. Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Corporation or in the case of transfers between payroll locations of the Corporation or between the Corporation, its Parent, its Subsidiaries or a successor. (i) "Corporation" shall mean the United Postal Bancorp, Inc., the Parent Corporation of United Postal Savings Association. (j) "Director" shall mean a member of the Board of the Corporation. 2 (k) "Effective Date" shall mean the date specified in Paragraph 13 hereof. (l) "Employee" shall mean any person employed by the Corporation or any present or future Parent or Subsidiary of the Corporation. (m) "Option" shall mean an option to purchase Common Stock granted pursuant to this Plan. (n) "Optioned Stock" shall mean stock subject to an Option granted pursuant to this Plan. (o) "Optionee" shall mean a person who receives an Option or other Award pursuant to the Plan. (p) "Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Subsections 424(e) and (g) of the Code. (q) "Plan" shall mean the United Postal Bancorp, Inc. 1992 Stock Option Plan. (r) "Share" shall mean one share of the Common Stock. (s) "Subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" as defined in Subsections 424(f) and (g) of the Code. 3. Shares Subject to the Plan. Except as otherwise required by the provisions of Paragraph 11 hereof, the aggregate number of Shares of Common Stock deliverable upon the exercise of Awards pursuant to the Plan shall not exceed 200,000 Shares. Such Shares may either be authorized but unissued or treasury Shares. If Awards should expire, become unexercisable or forfeited for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, be available for the grant of other Awards under the Plan. 4. Administration of the Plan. (a) Composition of Option Committee. The Plan shall be administered by the Committee which shall consist of not less than three Directors who are appointed by the Board and who have not received an Award for the one year prior to becoming a member of the Committee. All persons designated as members of the Committee shall be "disinterested persons" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 ("1934 Act"). All members of the Committee shall serve at the pleasure of the Board. (b) Powers of the Committee. The Committee shall have discretionary authority (but only to the extent not contrary to the express provisions of the Plan or to resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the form and content of Awards to be issued under the Plan and to make other determinations necessary or advisable for the administration of the Plan, and shall have and may exercise such other power and authority as may be delegated to it by the Board from time to time. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present - 2 - 3 at any meeting at which a quorum is present shall be deemed the action of the Committee. (c) Effect of Committee's Decision. All decisions, determinations and interpretations of the Committee shall be final and conclusive on all persons affected thereby. 5. Eligibility. Awards may be granted to each such Employee of or Consultant to the Corporation or any present or future Parent or Subsidiary as shall be designated by the Committee; except that non-Employee Consultants may not be granted incentive stock options within the meaning of Section 422 of the Code. An Optionee who has been granted an Award may, if otherwise eligible, be granted an additional Award or Awards. The aggregate fair market value (determined pursuant to Paragraph 7 hereof as of the date the Option is granted) of the Shares with respect to which incentive stock options are exercisable for the first time by an Employee during any calendar year (under all incentive stock option plans, as defined in Section 422 of the Code, of the Corporation or any present or future Parent or Subsidiary of the Corporation) shall not exceed $100,000. Notwithstanding the prior provisions of this Paragraph, the Committee may grant Options in excess of the foregoing limitations, in which case such Options granted in excess of such limitation shall be treated as Options which are not incentive stock options, as defined in Section 422 of the Code, pursuant to Section 422(d) of the Code. 6. Term of Plan; Term of Awards. (a) The Plan shall continue in effect for a term of ten years from its Effective Date, unless sooner terminated pursuant to Paragraph 16. No Award shall be granted under the Plan after ten years from the Effective Date. (b) The term of each Award granted under the Plan shall be established by the Committee, but shall not exceed 10 years; provided however that in the case of an Employee who owns stock representing more than ten (10) percent of the Corporation's outstanding Common Stock at the time the Award is granted, the term of such Award shall not exceed five years. 7. Exercise Price. The price per share at which each Award granted under the Plan may be exercised shall not, as to any particular Award, be less than the fair market value of the stock to which the Award relates at the time such Award is granted. In the case of an Employee who owns stock representing more than ten percent of the Corporation's outstanding Common Stock at the time the Award is granted, the exercise price shall not be less than 110% of the fair market value of the stock at the time the Award is granted. If the Common Stock is traded otherwise than on a national securities exchange at the time of the granting of an Award, then the exercise price per share shall be not less than the mean between the bid and asked price on the date the Award is granted or, if there is no bid and asked price on said date, then on the next prior business day on which there was a bid and asked price. If no such bid and asked price is available, then the exercise price shall be determined by the Committee. If the Common Stock is listed on a national securities exchange (including the NASDAQ National Market System) at the time of granting an Award, then the exercise price per share shall be not less than the average of the highest and lowest selling price on such exchange on the date such Award is granted or if there were no sales on said date, then the price shall be not less than the mean between the bid and asked price on such date. - 3 - 4 8. Exercise of Award. (a) Procedure for Exercise. Any Award granted hereunder shall be exercisable at such times and under such conditions as shall be permissible under the terms of the Plan and of the Award granted to an Optionee. An Award may not be exercised for a fractional Share. An Option granted pursuant to the Plan may be exercised, subject to provisions relative to its termination and limitations on its exercise, from time to time only by (a) written notice of intent to exercise the Option with respect to a specified number of shares, and (b) payment to the Corporation (contemporaneously with delivery of such notice), in cash, in Common Stock, or a combination of cash and Common Stock, of the amount of the Option price for the number of shares with respect to which the Option is then being exercised. Each such notice and payment (as applicable) shall be delivered, or mailed by prepaid registered or certified mail, addressed to the Treasurer of the Corporation at the Corporation's executive offices. Common Stock utilized in full or partial payment of the exercise price shall be valued at its fair market value at the date of exercise. A stock appreciation right may be exercised in the same manner, provided that the Optionee shall not be required to make the payment described in subsection (b) of this Paragraph. (b) Exercise During Continuous Service or Following Death or Disability. Except as may be specifically provided for by the terms of an Award as may be authorized by the Committee at the time of such grant, an Award may be exercised by an Optionee only while he has maintained Continuous Service since the date of the grant of the Award or within three months after termination of his Continuous Service (but not later than the date on which the Award would otherwise expire), except if his Continuous Service terminates by reason of (1) "Cause" (which for purposes hereof shall have the same meaning as defined in the then existing employment agreement between the Optionee and the Corporation or any of its Parent or Subsidiaries and, in the absence of any such agreement, shall have the meaning defined in 12 C.F.R. Section 563.39(b)(1) as in effect on the Effective Date of this Plan) then the Optionee's rights to exercise such Award shall expire on the date of such termination, (2) death, then to the extent that the Optionee would have been entitled to exercise the Award immediately prior to his death, such Award of the deceased Optionee may be exercised within two years from the date of his death (but not later than the date on which the Award would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such Award shall have passed by will or by laws of descent and distribution, or (3) Permanent and Total Disability (as such term is defined in Section 22(e)(3) of the Code), then to the extent that the Optionee would have been entitled to exercise the Award immediately prior to his Permanent and Total Disability, such Award may be exercised within one year from the date of such Permanent and Total Disability, but not later than the date on which the Award would otherwise expire. Notwithstanding the provisions of any Award which provides for its exercise in installments as designated by the Committee, such Award shall become immediately exercisable upon death or Permanent and Total Disability, as defined herein, of the Optionee. The Committee's determination whether an Optionee's Continuous Service has ceased, and the effective date thereof, shall be final and conclusive on all persons affected thereby. (c) Notwithstanding anything herein to the contrary, in no event shall any Award granted pursuant to the Plan be exercisable for six months from the date of grant, except in the event of the death or Permanent and Total Disability of the Optionee. In the case of Awards granted prior to stockholder approval of the Plan as provided at Paragraph 14, herein, the date of such stockholder approval shall be deemed the date of such grant. - 4 - 5 (d) Options granted under the Plan may include the right to acquire an Additional Option Right ("AOR"). If an Option grant contains an AOR, and if a Optionee pays all or part of the purchase price of the Option with shares of Common Stock held by the Optionee for at least one (1) year, then upon exercise of the Option, the Optionee shall be granted an additional Option to purchase, at the fair market value as of the date of the exercise of this AOR grant, the number of shares of Common Stock equal to the number of whole shares of Common Stock used by the Optionee in payment of the purchase price and the number of whole shares of Common Stock, if any, withheld by the Corporation as payment for applicable withholding taxes. An AOR may be exercised no earlier than one (1) year after its grant and no later than the date of expiration of the Option to which the AOR is related. Other terms applicable to the exercise of the AOR shall be the same as those terms applicable to the Option to which such AOR relates. Notwithstanding the foregoing, in no case shall such AOR be exercisable in the event that the delivery of Common Stock upon the exercise of such AOR shall be deemed (within the sole discretion of the Committee based upon its review of interpretive letters issued by the staff of the Securities Exchange Commission pursuant to Rule 16b-3 promulgated under Section 16(b) of the 1934 Act) to reduce the total number of shares of Common Stock issuable under the Plan pursuant to Paragraph 3 herein. 9. Stock Appreciation Rights and Change in Control. (a) The Committee may, but shall not be obligated to, from time to time, authorize the granting of stock appreciation rights to, or accept the surrender of previously granted Options from, such Employees or Consultants as the Committee shall select. Each stock appreciation right, including the surrender of previously granted Options, may either relate to one or more shares subject to a specific Option or may be granted independently of any Option. The terms of such stock appreciation rights shall authorize the Corporation to accept the surrender of the stock appreciation right or of the right to exercise an Option granted under the Plan (or portion thereof) in consideration for the payment by the Corporation of an amount equal to the excess of the fair market value of the shares of Common Stock subject to such stock appreciation right or such Option (or portion thereof) surrendered over the exercise price of the stock appreciation right or the Option price of such shares, as applicable. Such payment, at the discretion of the Committee, may be made in shares of Common Stock valued at the then fair market value thereof (determined as provided in Paragraph 7 hereof) or in cash or partly in cash and partly in shares of Common Stock. (b) Any election by an Optionee to exercise the stock appreciation rights in this section shall be made during the period beginning on the third business day following the release for publication of quarterly or annual financial information and ending on the twelfth business day following such date. This condition shall be deemed to be satisfied when the specified financial data is first made publicly available. (c) Notwithstanding the provisions of any Award which provides for its exercise in installments as designated by the Committee, such Award shall become immediately exercisable in the event of a change in control or offer to effect a change in control. At such time, the Optionee shall, at the discretion of the Committee, be entitled to receive cash in an amount equal to the excess of the fair market value of the Common Stock (determined in accordance with Paragraph 7) subject to such Award over the exercise price, in exchange for the surrender of such Awards by the Optionee. For purposes of this Paragraph 9, "change in control" shall refer to the acquisition of the beneficial ownership (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934) of 25 percent or more of the voting securities of the Corporation by any person or by persons acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934; and "offer" shall refer to every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or - 5 - 6 request of invitation for tenders of, the voting securities of the Corporation for value, as such term is defined under 12 C.F.R. 563b.3(i). The term "person" refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein. The decision of the Committee as to whether a change in control, or offer to effect a change in control, has occurred shall be conclusive and binding. 10. Non-Transferability of Awards. Awards granted under the Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than (i) by will or by the laws of descent and distribution, or (ii) pursuant to the terms of a "qualified domestic relations order" as defined by the Code or by the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations thereunder. An Award may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. Effect of Change in Stock Subject to the Plan. In the event that each of the outstanding shares of Common Stock (other than shares held by dissenting shareholders) shall be changed into or exchanged for a different number or kind of shares of stock of the Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, stock dividend, split-up, combination of shares, or otherwise), then there shall be substituted for each share of Common Stock or stock appreciation right then under Award or available for Award the number and kind of shares of stock into which each outstanding share of Common Stock (other than shares held by dissenting shareholders) shall be so changed or for which each such share shall be so exchanged, together with an appropriate adjustment of the exercise price. In the event there shall be any change in the number of, or kind of, issued shares of Common Stock, or of any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, then if the Committee shall, in its discretion, determine that such change equitably requires an adjustment in the number, or kind, or exercise price of shares then subject to an Award or available for Award, such adjustment shall be made by the Board and shall be effective and binding for all purposes of the Plan. 12. Time of Granting Awards. The date of grant of an Award under the Plan shall, for all purposes other than pursuant to Paragraph 8(c) herein, be the date on which the Committee makes the determination of granting such Award. Notice of the determination shall be given to each Employee to whom an Award is so granted within a reasonable time after the date of such grant. 13. Effective Date. The Plan shall become effective upon the commencement of business activities by the Corporation, which for purposes hereof shall be deemed to have occurred upon the acquisition of all of the Association's stock by the Corporation. Awards may be granted prior to ratification of the Plan by the stockholders of the Corporation if the exercise of such Awards is subject to such stockholder ratification of the Plan. The Plan shall continue in effect for a term of ten years from the Effective Date, unless sooner terminated under Paragraph 16 of the Plan. - 6 - 7 14. Approval by Shareholders. The Plan shall be approved by stockholders of the Corporation within twelve (12) months before or after the Effective Date. 15. Modification of Awards. At any time and from time to time the Board may authorize the Committee to direct execution of an instrument providing for the modification of any outstanding Award, provided no such modification, extension or renewal shall confer on the holder of said Award any right or benefit which could not be conferred on him by the grant of a new Award at such time, or impair the Award without the consent of the holder of the Award. Notwithstanding anything to the contrary, and not in limitation of the authority of the Committee to modify an Award under this Paragraph 15, the Committee shall have the authority to cancel outstanding Awards with the consent of the Optionee and to reissue new Awards at a lower exercise price equal to the then fair market value per share of Common Stock in the event that the fair market value per share of Common Stock at any time prior to the date of exercise of outstanding Awards falls below the exercise price of such Awards. 16. Amendment and Termination of the Plan. The Board may amend, modify or terminate the Plan except that no action of the Board may materially increase (other than as provided in Paragraph 11) the maximum number of shares permitted to be optioned or become available for the granting of Awards under the Plan, materially increase the benefits accruing to participants, or materially modify the requirements for eligibility for participation in the Plan, unless such action of the Board shall be subject to approval or ratification by the shareholders of the Corporation. No action of the Board may, without the consent of the holder of the Award, impair any then outstanding Award. 17. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to any Award granted under the Plan unless the issuance and delivery of such Shares shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange upon which the Shares may then be listed. Inability of the Corporation to obtain from any regulatory body or authority deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Corporation of any liability in respect of the non-issuance or sale of such Shares. As a condition to the exercise of an Award, the Corporation may require the person exercising to make such representations and warranties as may be necessary to assure the availability of an exemption from the registration requirements of federal or state securities law. 18. Reservation of Shares. The Corporation, during the term of this Plan, will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan. - 7 - 8 19. Withholding Tax. Where an Optionee or other person is entitled to receive Shares pursuant to the exercise of an Award pursuant to the Plan, the Corporation shall have the right to require the Optionee or such other person to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to such Shares (which payment may be affected by delivering to the Corporation shares of Common Stock that he or she already owns, having a value equal to the amount required to be withheld; the value of shares to be withheld, or delivered to the Corporation, shall be based on the fair market value of the shares, as determined in accordance with Paragraph 7, on the date the amount of tax to be withheld is to be determined), or, in lieu thereof, to retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld. 20. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Missouri except to the extent that Federal law shall be deemed to apply. - 8 - -----END PRIVACY-ENHANCED MESSAGE-----