-----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, ART0jT31rZWljsnL7cZPylbG7qMqBahLhcRAQK7e727emZZt3IYLw07iw8FxwJU7 7Kw0l4rMh7ePn6o1JA4eTA== 0000950114-95-000098.txt : 19950605 0000950114-95-000098.hdr.sgml : 19950605 ACCESSION NUMBER: 0000950114-95-000098 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 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: 033-50579 FILM NUMBER: 95540499 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 17, 1995 Registration No. 33-50579 - - ------------------------------------------------------------------------------ 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) METRO BANCORPORATION INCENTIVE STOCK OPTION PLAN (Full title of the plan) ------------------------ 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 40,873 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 distributed in the form of a dividend. The registrant previously paid $10,162 with the original filing on October 13, 1993 to register 1,119,579 shares of Mercantile Bancorporation Inc. Common Stock (including the shares to be registered on this Form S-8). The 40,873 shares to be registered hereby represent 27,249 shares out of the 1,119,579 shares which were registered prior to the stock split and which may be issued pursuant to the Metro Bancorporation Incentive 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 40,873 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. 33-50579) for issuance pursuant to options granted under the Metro Bancorporation Incentive Stock Option Plan (the "Plan"), pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of July 29, 1993 by and among the Company, Mercantile Acquisition Corporation IV and Metro Bancorporation (such merger was consummated on January 3, 1994). 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 the Plan 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 - 2 - 3 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. 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 - 3 - 4 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 ---, 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 Metro Bancorporation Incentive 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 -- 40,873 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. 33-50579) 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 40,873 shares of the Company's common stock, $5.00 par value (the "Shares"), pursuant to the Metro Bancorporation Incentive Stock Option Plan (the "Plan"), 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 Plan, 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 Plan, 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. 33-50579. /S/ KPMG PEAT MARWICK LLP St. Louis, Missouri May 17, 1995 EX-99.1 4 METRO BANCORPORATION INCENTIVE STOCK OPTION PLAN 1 EXHIBIT 99.1 METRO BANCORPORATION INCENTIVE STOCK OPTION PLAN 1. PURPOSE OF THE PLAN This Incentive Stock Option Plan (hereinafter called the "Plan") for Metro Bancorporation (hereinafter called the "Company") is intended to advance the interests of the Company by providing key employees of the Company who have substantial responsibility for the direction and management of the Company with additional incentive for them to promote the success of the business, to increase their proprietary interest in the success of the Company, and to encourage them to remain in its employ. The above aims will be effectuated through the granting of certain stock options. It is intended that options issued under the Plan and designated by the Board of Directors of the Company under Section 3(b) will qualify as Incentive Stock Options (hereinafter called "ISOs") under Section 422A of the Internal Revenue Code as enacted by the Economic Recovery Tax Act of 1981 and the terms of the Plan shall be interpreted in accordance with this intention. 2. ADMINISTRATION OF THE PLAN The Board of Directors of the Company, or those individuals designated by the Board of Directors, shall administer and operate the Plan. Subject to the provisions of the Plan, the Board shall have plenary authority, in its discretion: (a) to determine the employees of the Company and its subsidiaries (from among the class of employees eligible under Section 3 to receive options under the Plan) to whom options shall be granted; (b) to determine the time or times at which options shall be granted; (c) to determine the option price of the shares subject to each option, which price shall not be less than the minimum specified in Section 5; (d) to determine (subject to Section 7) the time or times when each option shall become exercisable and the duration of the exercise period; and (e) to interpret the Plan and to prescribe, amend, and rescind rules and 2 regulations relating to it. 3. ELIGIBILITY AND LIMITATIONS ON OPTIONS GRANTED UNDER THE PLAN (a) Options will be granted only to persons who are key employees of the Company or a subsidiary corporation of the Company. The term "key employees" shall be limited to officers of the Company or a subsidiary corporation of the Company. The term "Subsidiary Corporation" shall, for the purposes of this Plan be defined in the same manner as such term is defined in Section 425(f) of the Internal Revenue Code. (b) At the time of the grant of each option under this Plan, the Board of Directors shall determine whether such option is to be designated as an ISO. No option granted to any employee, who at the time of such grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, may be designated as an ISO, unless at the time of such grant, the option price is fixed at not less than 110 percent of the fair market value of the stock subject to the option, and exercise of such option is prohibited by its terms after the expiration of five (5) years from the date such option is granted. (c) The aggregate fair market value (determined at time of grant) of stock for which any employee may be granted options designated as ISOs first exercisable in any calendar year (under this or any other stock option plan established by the Company or a subsidiary Corporation of the Company) shall not exceed $100,000. 4. SHARES OF STOCK SUBJECT TO THE PLAN There will be reserved for use upon the exercise of options to be granted from time to time under the Plan (subject to the provisions of Section 12) an aggregate of 40,000 shares of the Common - 2 - 3 Stock of the par value of $5.00 per share (hereinafter called the "Common Stock") of the Company, which shares may be in whole or in part, as the Board of Directors of the Company (hereinafter called the "Board") shall from time to time determine, authorized but unissued shares of the Common Stock or issued shares of the Common Stock which shall have been reacquired by the Company. Any shares subject to an option under the Plan, which option for any reason expires or is terminated unexercised as to such shares, may again be subjected to an option under the Plan. 5. OPTION PRICE The purchase price under each option issued shall be determined by the Board at the time the option is granted, but in no event shall such purchase price be less than 100 percent of the fair market value of the Company's Common Stock on the date of grant. The term "fair market value" shall be defined as the last reported sale price (if any) of the Common Stock on an exchange selected by the Board and subject to regulation under the Securities Exchange Act of 1934 on the date of the grant of an option or the quoted closing bid on said exchange if there be no sales on such date, provided, however, that if the Common Stock is not listed for trading on any such exchange, the fair market value shall be the mean between the lowest bid price and the highest asking price in any market in Waterloo, Iowa, on such date including a market created by the Company, in the event there are no other markets for the Common Stock. In no case shall such price be less than the price last determined under the Company's 401(K) plan (if any). - 3 - 4 6. DILUTION OR OTHER AGREEMENT In the event that additional shares of Common Stock are issued pursuant to a stock split or a stock dividend, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be increased proportionately with no increase in the total purchase price of the shares then so covered, and the number of shares of Common Stock reserved for the purpose of the Plan shall be increased by the same proportion. In the event that the shares of Common Stock of the Company from time to time issued and outstanding are reduced by a combination of shares, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be reduced proportionately with no reduction in the total price of the shares then so covered, and the number of shares of Common Stock reserved for the purposes of the Plan shall be reduced by the same proportion. In the event that the Company should transfer assets to another corporation and distribute the stock of such other corporation without the surrender of Common Stock of the Company, and if such distribution is not taxable as a dividend and no gain or loss is recognized by reason of Section 355 of the Internal Revenue Code of 1954, or some similar section, then the total purchase price of the shares covered by each outstanding option shall be reduced by an amount which bears the same ratio to the total purchase price then in effect as the market value of the stock distributed in respect of a share of the Common Stock of the Company, immediately following the distribution, bears to the aggregate of the market value at such time of a share of the Common Stock of the Company and the stock distributed in respect thereof. All such adjustments shall be made by the Board, whose determination upon the same shall be final and binding upon the optionees. No fractional shares shall be issued, and any fractional shares resulting from the computations pursuant to this Section 6 shall be eliminated from the respective option. No adjustment shall be made for cash dividends or the issuance to stockholders of rights to subscribe for additional Common Stock or other - 4 - 5 securities. 7. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE (a) All options issued under the Plan shall be for such period as the Board shall determine, but for not more than five (5) years from the date of grant thereof. (b) The period of the option, once it is granted, may be reduced only as provided for in Section 9 in connection with the termination of employment or death. (c) Each option granted under this Plan shall become exercisable immediately following the date the option, is granted. Any option designated as an ISO shall be exercisable in full, or as to any part thereof, by the optionee's execution and signing of an Option Agreement or other document in a form approved by the Board, at any time after the date such option is granted, but only if the optionee chooses to exercise such option and to pay for such option in the manner set forth in Section 7(d) hereof (i.e., in cash or certified bank check or shares of the Company's Common Stock, or any combination of the foregoing in an amount equal to the full option price of the shares being purchased). No option may be exercised unless the optionee is at the time of such exercise in the employ of the Company or of a subsidiary corporation of the Company and shall have been continuously so employed since the grant of his option. Absence or leave approved by the management of the Company shall not be considered an interruption of employment for any purpose under the Plan. (d) The exercise of any option shall also be contingent upon receipt by the Company of cash or certified bank check to its order, shares of the Company's Common Stock, or any combination of the foregoing in an amount equal to the full option price of the shares - 5 - 6 being purchased. For purposes of this paragraph, shares of the Company's Common Stock that are delivered in payment of the option price shall be valued at their fair market value determined under the method set forth in Section 5 of this Plan applied as of the date of the exercise of the option. (e) No optionee or his legal representative, legatees, or distributees, as the case may be, will be, or will be deemed to be, a holder of any share subject to an option unless and until certificates for such shares are issued to him or them under the terms of the Plan, and no such certificates shall be issued after termination of an optionee's employment under the provisions of Paragraph 9 of this Plan. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. (f) In no event may an option be exercised after the expiration of its term. (g) Exercise of an option in any manner shall result in a decrease in the number of shares of Common Stock which thereafter may be available under the Plan by the number of shares as to which the option is exercised. 8. NON-ASSIGNABILITY Each option granted under this Plan shall be non-transferable and shall be exercisable only by the employee to whom the option is granted. No option granted under the Plan or any of the rights and privileges thereby conferred shall be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and no such option, right, or privilege shall be subject to execution, attachment, or similar process. Upon any attempt so to transfer, assign, pledge, hypothecate, or otherwise dispose of the option, or of any right or privilege conferred thereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such option, right or privilege, the option and such rights and privileges shall immediately - 6 - 7 become null and void. 9. EFFECT OF TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY In the event of the termination of employment of an optionee for any reason (including death, disability or retirement), any option or options granted to him under the Plan to the extent not theretofore exercised shall be deemed cancelled and terminated. The transfer of an optionee from the employ of the Company to a subsidiary corporation of the company or vice versa, or from one subsidiary corporation of the Company to another, shall not be deemed to constitute a termination of employment for purposes of this Plan. 10. LISTING AND REGISTRATION OF SHARES Each option shall be subject to the requirement that if at any time the Board shall determine, in its discretion, that the listing, registration, or qualification of the shares covered thereby upon any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of shares thereunder, such option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board. 11. EXPIRATION AND TERMINATION OF THE PLAN Options may be granted under the Plan at any time or from time to time as long as the total number of shares optioned or purchased under this Plan does not exceed 40,000 shares of Common Stock. The Plan may be abandoned or terminated at any time by the Board of - 7 - 8 Directors of the Company except with respect to any options then outstanding under the Plan. No option shall be granted pursuant to the Plan after ten (10) years from the effective date of the Plan. 12. AMENDMENT OF PLAN The Board of Directors may at any time and from time to time modify and amend the Plan (including such form of option agreement) in any respect; provided, however, that no such amendment shall: (a) increase (except in accordance with Section 6) the maximum number of shares for which options may be granted under the Plan either in the aggregate or to any individual employee; or (b) reduce (except in accordance with Section 6) the minimum option' prices which may be established under the Plan; or (c) extend the period or periods during which options may be granted or exercised; or (d) change the provisions relating to the determination of employees to whom options shall be granted and the number of shares to be covered by such options; or (e) change the provisions relating to adjustments to be made upon changes in capitalization. The termination or any modification or amendment of the Plan shall not, without the consent of an employee, affect his rights under an option theretofore granted to him. 13. APPLICABILITY OF PLAN TO OUTSTANDING STOCK OPTIONS This Plan shall not affect the terms and conditions of any non-qualified stock options heretofore granted to any employee of the Company or a subsidiary corporation of the Company under any other plan relating to non-qualified stock options; nor shall it affect any of the rights of any employee to whom such a non-qualified stock option was granted. - 8 - 9 14. EFFECTIVE DATE OF PLAN This Plan shall become effective on the later of the date of its adoption by the Board of Directors of the Company or its approval by the vote of the holders of a majority of the outstanding shares of the Company's Common Stock. This Plan shall not become effective unless such shareholder approval shall be obtained within twelve (12) months before or after the adoption of the Plan by the Board of Directors. - 9 - 10 AMENDMENT TO METRO BANCORPORATION INCENTIVE STOCK OPTION PLAN This Amendment to Metro Bancorporation Incentive Stock Option Plan (the "Plan") is made effective the 12th day of November, 1992, pursuant to a resolution of the Board of Directors of the Company. The Plan is amended as follows: 1. Section 7(c) of the Plan is amended by inserting the following at the end of the first sentence of such section: , except as otherwise provided by agreement between the Company and the optionee. 2. Section 7(c) of the Plan is amended by inserting the following at the end of the third sentence of such section: , except as otherwise provided for in Section 9 in connection with the termination of employment or death. 3. Section 9 of the Plan is amended by inserting the following at the end of the first sentence of such section: as of the later of- (a) the date which is 30 days after the date of such termination; or (b) the date which is 30 days after the Effective Time of the Merger, as such capitalized terms are defined in the Plan of Merger dated as of November i D-) 1992, by and between Firstar Corporation of Iowa and the Company, and joined in by Firstar Corporation, provided that (b) shall have no force or effect if the Merger has been abandoned pursuant to the terms of the Plan of Merger, the terms of the Agreement and Plan of Reorganization, among said parties, or otherwise. 4. All other provisions of the Plan remain unchanged. IN WITNESS WHEREOF, the Company has caused its President to execute this Amendment this 12 day of November, 1992. METRO BANCORPORATION By------------------------------------------ Its--------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----