-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JC9vO+ua62G7mwsFqLu0ediKx9xqC20Pq4JN7oeh3dh0gE+dP0Ec6Y20ItUenEcF yXXn/lCz/4JyWaKeuhlzfw== 0000950114-96-000106.txt : 19960513 0000950114-96-000106.hdr.sgml : 19960513 ACCESSION NUMBER: 0000950114-96-000106 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960510 EFFECTIVENESS DATE: 19960510 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE BANCORPORATION INC CENTRAL INDEX KEY: 0000064907 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430951744 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-65087 FILM NUMBER: 96559735 BUSINESS ADDRESS: STREET 1: P O BOX 524 STREET 2: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 BUSINESS PHONE: 3144252525 MAIL ADDRESS: STREET 1: P O BOX 524 CITY: ST LOUIS STATE: MO ZIP: 63166-0524 FORMER COMPANY: FORMER CONFORMED NAME: MERCANTILE TRUST CO DATE OF NAME CHANGE: 19720229 S-8 POS 1 MERCANTILE BANCORPORATION INC. FORM S-8 1 As Filed With the Securities and Exchange Commission on May 10, 1996 Registration No. 33-65087 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 --------------- AMENDMENT NO. 1 (Post Effective) 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) Identification No.) P.O. Box 524 St. Louis, Missouri 63166-0524 (Address of Principal Executive Offices) METRO SAVINGS BANK, FSB 1989 STOCK OPTION PLAN (Full title of the plan) --------------- JOHN Q. ARNOLD 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 Coburn Mercantile Bancorporation Inc. One Mercantile Center P.O. Box 524 St. Louis, Missouri 63101 St. Louis, Missouri 63166-0524 (314) 552-6000 (314) 425-2525 -------------------- CALCULATION OF REGISTRATION FEE ====================================================================================================================================
Title of 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 value 1,366 N/A N/A ==================================================================================================================================== Includes one attached Preferred Share Purchase Right per share. The registrant previously paid $2,053.51 with the original filing on December 15, 1995 to register 199,446 shares of Mercantile Bancorporation Inc. Common Stock, including the 1,366 shares which may be issued pursuant to the Metro Savings Bank, FSB 1989 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 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. 33-65087) incorporated herein by reference, for issuance pursuant to options granted under the Metro Savings Bank, FSB 1989 Stock Option Plan (the "Plan"), pursuant to the terms and conditions of the Agreement and Plan of Reorganization dated September 15, 1995 by and among the Company, Mercantile Bancorporation Incorporated of Illinois and Metro Savings Bank, F.S.B. (such transaction was consummated on March 7, 1996). 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) MBI's Report on Form 10-K for the year ended December 31, 1995. (b) MBI's Report on Form 10-Q for the quarter ended March 31, 1996. (c) MBI's Current Reports on Form 8-K dated January 16, 1996 and March 11, 1996. (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 document or part thereof is incorporated by reference in the Registration Statement, the Company will provide without charge to each person to whom a Prospectus with respect to the 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 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 - 2 - 3 request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection with such action, suit or proceeding. Section 351.355(7) provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or which involved an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934. Article 12 of the Restated Articles of Incorporation of the Registrant provides that the Registrant shall extend to its directors and executive officers the indemnification specified in subsections (1) and (2) and the additional indemnification authorized in subsection (7) and that it may extend to other officers, employees and agents such indemnification and additional indemnification. Pursuant to directors' and officers' liability insurance policies, with total annual limits of $30,000,000, the Registrant's directors and officers are insured, subject to the limits, retention, exceptions and other terms and conditions of such policy, against liability for any actual or alleged error, misstatement, misleading statement, act or omission, or neglect or breach of duty by the directors or officers of the Registrant, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers of the Registrant. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to such provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. Item 8. Exhibits. -------- See Exhibit Index located at page 7 hereof. - 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 is 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 10th day of May, 1996. 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 10, 1996 - ---------------------------------- President, Chief Executive Thomas H. Jacobsen Officer and Director Principal Executive Officer /s/ John Q. Arnold Senior Executive Vice President May 10, 1996 - ---------------------------------- and Chief Financial Officer John Q. Arnold Principal Financial Officer /s/ Michael T. Normile Senior Vice President - Finance May 10, 1996 - ---------------------------------- and Control Michael T. Normile Principal Accounting Officer Director May 10, 1996 - ---------------------------------- Harry M. Cornell, Jr. Director May 10, 1996 - ---------------------------------- William A. Hall - 5 - 6 Signature Title Date --------- ----- ---- Director May 10, 1996 - ---------------------------------- Thomas A. Hays Director May 10, 1996 - ---------------------------------- Frank Lyon, Jr. Director - ---------------------------------- Edward Mueller - ----------------------------------- Director Robert W. Murray Director May 10, 1996 - ---------------------------------- Harvey Saligman Director May 10, 1996 - ---------------------------------- Craig D. Schnuck Director May 10, 1996 - ---------------------------------- Robert L. Stark Director May 10, 1996 - ---------------------------------- Patrick T. Stokes Director May 10, 1996 - ---------------------------------- 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. - 6 - 7 EXHIBIT INDEX -------------
Exhibit No. Page - ----------- ---- 4.1 Form of Indenture Regarding Subordinated Securities between the Company and The First National Bank of Chicago, Trustee, filed as Exhibit 4.1 to the Company's Report on Form 8-K dated September 24, 1992, is incorporated herein by reference. 4.2 Rights Agreement dated as of May 23, 1988 between the Company and Mercantile Bank, as Rights Agent (including as exhibits thereto the form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and the form of Right Certificate), filed as Exhibits 1 and 2 to the Company's Registration Statement No. 0-6045 on Form 8-A, dated May 24, 1988, is incorporated herein by reference. 5.1 Opinion of Thompson Coburn as to the legality of the securities being registered. 23.1 Consent of KPMG Peat Marwick LLP with regard to use of its reports on the Company's financial statements. 23.2 Consent of Thompson Coburn (included in Exhibit 5.1). 24.1 Power of Attorney. 99.1 Metro Savings Bank, FSB 1989 Stock Option Plan. - -------------- Previously filed Filed herewith
- 7 - EX-5.1 2 OPINION RE LEGALITY 1 Exhibit 5.1 ----------- THOMPSON COBURN ATTORNEYS AT LAW ONE MERCANTILE CENTER ST. LOUIS, MISSOURI 63101-1693 314-552-6000 FAX 314-552-7000 May 10, 1996 Mercantile Bancorporation Inc. P.O. Box 524 St. Louis, Missouri 63166-0524 Re: Amendment No. 1 on Form S-8 to Form S-4 -- 1,366 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. 33-65087) filed by Mercantile Bancorporation Inc. (the "Company") on May 10, 1996 (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 1,366 shares of the Company's common stock, $5.00 par value (the "Shares"), pursuant to the Metro Savings Bank, FSB 1989 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 Coburn EX-23.1 3 CONSENT OF EXPERT 1 Exhibit 23.1 ------------ Independent Auditors' Consent ----------------------------- The Board of Directors and Stockholders Mercantile Bancorporation Inc.: We consent to the use of our reports incorporated herein by reference in the Form S-8 Registration Statement No. 33-65087. /s/ KPMG Peat Marwick LLP St. Louis, Missouri May 10, 1996 EX-99.1 4 1989 STOCK OPTION PLAN 1 Exhibit 99.1 ------------ METRO SAVINGS BANK, FSB 1989 STOCK OPTION PLAN 1. Purpose of the Plan. The Plan shall be known as the Metro Savings Bank, FSB 1989 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 key employees of Metro Savings Bank, FSB (the "Bank") or any present or future parent or subsidiary of the Bank 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 422A 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) "Bank" shall mean the Metro Savings Bank, FSB. (b) "Board" shall mean the Board of Directors of the Bank or any Parent thereof. (c) "Common Stock" shall mean Common Stock, par value $.10 per share, of the Bank. (d) "Code" shall mean the Internal Revenue Code of 1986, as amended. (e) "Committee" shall mean the Stock Option Committee appointed by the Board in accordance with paragraph 4(a) of the Plan. (f) "Continuous Employment" or "Continuous Status as an Employee" shall mean the absence of any interruption or termination of employment by the Bank or any present or future Parent or Subsidiary of the Bank. Employment shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Bank or in the case of transfers between payroll locations of the Bank or between the Bank, its Parent, its Subsidiaries or a successor. 2 (g) "Effective Date" shall mean the date specified in paragraph 13 hereof. (h) "Employee" shall mean any person employed by the Bank or any present or future Parent or Subsidiary of the Bank. (i) "Option" shall mean an option to purchase Common Stock granted pursuant to this Plan. (j) "Optioned Stock" shall mean stock subject to an Option granted pursuant to this Plan. (k) "Optionee" shall mean a person who receives an Option pursuant to the Plan. (l) "Parent" shall mean any present or future corporation which would be a "parent corporation" as defined in Subsections 425(e) and (g) of the Code. (m) "Plan" shall mean the Metro Savings Bank, FSB 1989 Stock Option Plan. (n) "Share" shall mean one share of the Common Stock. (o) "Subsidiary" shall mean any present or future corporation which would be a "subsidiary corporation" as defined in Subsections 425(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 Options pursuant to the Plan shall not exceed _____ shares. Such shares may either be authorized but unissued or treasury shares. If Options 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 Options under the Plan. [FN] - ----------------------- Equal to 10% of the total number of shares of Common Stock sold in the Bank's conversion from mutual-to-stock form. - 2 - 3 4. Administration of the Plan. (a) Composition of Option Committee. The Plan shall be administered by an Option Committee (the "Committee") consisting of not less than three directors of the Bank 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 and Exchange Act of 1934. (b) Powers of the Committee. The Committee is authorized (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 Options 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. 5. Eligibility. Options may be granted to such Employees of the Bank or any present or future Parent or Subsidiary as shall be designated by the Committee. An Employee who has been granted an Option may, if otherwise eligible, be granted an additional Option or Options. The aggregate fair market value (determined pursuant to Section 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 422A of the Code, of the Bank or any present or future Parent or Subsidiary of the Bank) 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 422A of the Code, pursuant to Section 422A(d) of the Code. - 3 - 4 6. Term of Plan; Term of Options. (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 Option shall be granted under the Plan after ten years from the Effective Date. (b) The term of each option 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 Bank's outstanding Common Stock at the time the Option is granted, the term of such Option shall not exceed five years. 7. Option Price. The price per share at which each Option granted under the Plan may be exercised shall not, as to any particular Option, be less than the fair market value of the stock at the time such Option is granted. In the case of an Employee who owns stock representing more than ten percent of the Bank's outstanding Common Stock at the time the Option is granted, the Option price shall not be less than 110% of the fair market value of the stock at the time the Option is granted. If the Common Stock is traded otherwise than on a national securities exchange at the time of the granting of an Option, then the price per share shall be not less than the mean between the bid and asked price on the date the Option 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 price per share 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 Option, then the price per share shall be not less than the average of the highest and lowest selling price on such exchange on the date such Option 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 Option. (a) Procedure for Exercise. Any Option 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 Option granted to an Optionee. An Option 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 Bank (contemporaneously with delivery of such notice), in cash, in Common Stock, or a - 4 - 5 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 Bank at the Bank'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. (b) Exercise During Employment or Following Death or Disability. An Option 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 Option or within 90 days after termination of status as an Employee (but not later than the date on which the Option 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 Bank 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 Option shall expire on the date of such termination, (2) death, then to the extent that the Optionee would have been entitled to exercise the Option immediately prior to his death, such Option of the deceased optionee may be exercised within one year from the date of his death (but not later than the date on which the Option would otherwise expire) 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, 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 Option immediately prior to his Permanent and Total Disability, such Option may be exercised within one year from the date of such Permanent and Total Disability, but not later than the date on which the Option would otherwise expire. Notwithstanding the provisions of any Option which provides for its exercise in installments as designated by the Committee, such Option 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. - 5 - 6 9. Change in Control. Notwithstanding the provisions of any Option which provides for its exercise in installments as designated by the Committee, such Option 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 Section 7) subject to such Option over the option price of such shares, in exchange for the surrender of such Options 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 Bank by any person or by persons acting as a group within the meaning of Section 13(d) of the Securities Exchange Act of 1934; "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 Bank for value, as such term is defined under 12 C.F.R. 5e3b.3(i); provided however, that for the purposes hereof no change in control or offer to effect a change in control shall be deemed to have occurred if prior to the acquisition of, or offer to acquire, 25 percent or more of the voting securities of Bank, the full Board of Directors shall have adopted by not less than a two-thirds vote a resolution specifically approving such acquisition or offer. A change in control shall not be deemed to have occurred with respect to a transaction in which the Bank forms a holding company without change in the respective beneficial ownership interests of its stockholders other than pursuant to the exercise of any dissenter and appraisal rights or the purchase of shares by underwriters in connection with a public offering. 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 options. Options granted under the Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution. An Option may be exercised, during the lifetime of the Optionee, only by the Optionee. - 6 - 7 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 Bank 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 then under Option or available for Option 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 Option 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 Option Price of shares then subject to an Option or available for Option, such adjustment shall be made by the Board and shall be effective and binding for all purposes of the Plan. 12. Time of Granting Options. The date of grant of an Option under the Plan shall, for all purposes, be the date on which the Committee makes the determination of granting such Option. Notice of the determination shall be given to each Employee to whom an Option is so granted within a reasonable time after the date of such grant. 13. Effective Date. The Plan shall become effective upon the completion of the Bank's mutual-to-stock conversion. Options may be granted prior to ratification of the Plan by the stockholders of the Bank if the exercise of such Options is subject to such stockholder ratification. 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 Bank within twelve (12) months before or after the date it becomes effective. - 7 - 8 15. Modification of Options. 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 option, provided no such modification, extension or renewal shall confer on the holder of said option any right or benefit which could not be conferred on him by the grant of a new Option at such time, or impair the Option without the consent of the holder of the Option. 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 Options under the Plan, materially increases 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 Bank. No action of the Board may, without the consent of the holder of the option, impair any then outstanding Option. 17. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to any Option 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 Bank to obtain from any regulatory body or authority deemed by the Bank's counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Bank of any liability in respect of the non-issuance or sale of such Shares. As a condition to the exercise of an option, the Bank 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 Bank, during the term of this Plan, will reserve and keep available a number of Shares sufficient to satisfy the requirements of the Plan. - 8 - 9 19. Withholding Tax. Where an Optionee or other person is entitled to receive Shares pursuant to the exercise of an Option pursuant to the Plan, the Bank shall have the right to require the Optionee or such other person to pay the Bank the amount of any taxes which the Bank is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or sell without notice, a number of such Shares sufficient to cover the amount required to be withheld. 21. Governing Law. The Plan shall be governed by the construed in accordance with the laws of the State of Illinois except to the extent that Federal law shall be deemed to apply. - 9 - -----END PRIVACY-ENHANCED MESSAGE-----