Common use of Capitalization of Mercantile Clause in Contracts

Capitalization of Mercantile. The authorized ---------------------------- capital stock of Mercantile consists of (i) 100,000,000 shares of Mercantile Common Stock, of which, as of July 7, 1995, 54,194,248 shares were issued and outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, of which 5,306 shares of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are issued and outstanding. Mercantile has designated 1,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights Agent. As of July 7, 1995, Mercantile had reserved (i) 4,764,581 shares of Mercantile Common Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyers have not taken and will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger will be listed on the NYSE as of the Effective Time.

Capitalization of Mercantile. The authorized capital ---------------------------- capital stock of Mercantile consists of (i) 100,000,000 200,000,000 shares of Mercantile Common Stock, of which, as of July 7June 30, 19951997, 54,194,248 78,589,969 shares were issued and 74,042,343 were outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, of which 5,306 as of the date hereof, no shares of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are were issued and outstanding. Mercantile has designated 1,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights Agent. As of July 7, 1995, Mercantile had reserved (i) 4,764,581 shares of Mercantile Common Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposespurposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, Buyers have not neither Mercantile nor any Mercantile Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Mercantile nor Merger Sub will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or Code, (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this AgreementAgreement or (iii) prevent the Merger from qualifying for pooling-of-interests accounting treatment. Except as set forth above, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger and will be listed for trading on the NYSE as of the Effective TimeNYSE.

Capitalization of Mercantile. The authorized ---------------------------- capital stock of Mercantile consists of (i) 100,000,000 200,000,000 shares of Mercantile Common Stock, of which, as of July 7December 31, 19951997, 54,194,248 130,508,090 shares were issued and outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, none of which 5,306 shares which, as of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are December 31, 1997, is issued and or outstanding. Mercantile has designated 1,000,000 2,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights ("Rights") under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights Agent. As of July 7December 31, 1995, 1997 Mercantile had reserved (i) 4,764,581 14,840,856 shares of Mercantile Common Stock for issuance under various employee stock option and incentive plans and the Mercantile Shareholder Investment Plan ("Mercantile Stock Options"), (ii) up to 951,380 shares of Mercantile Common Stock for issuance upon the acquisition of HomeCorp, Inc. pursuant to an agreement dated October 29, 1997, (iii) up to 2,550,000 shares of Mercantile Common Stock for issuance upon the acquisition of Horizon Bancorp, Inc. pursuant to an agreement dated July 31, 1997, and (iv) up to 5,400,000 shares of Mercantile Common Stock for issuance upon the acquisition of CBT Corporation pursuant to an agreement dated January 10, 1998. From December 31, 1997 through the date of this Agreement, no shares of Mercantile Common Stock or other Equity Securities of Mercantile have been issued excluding any such shares which may have been issued pursuant to stock-based employee benefit or incentive plans and programs or pursuant to the foregoing agreements. Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securitiesequity securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyers have not taken and neither Mercantile nor Merger Sub will not take any action that would would, or intentionally will fail to take any action the failure of which to take would, (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or Code, (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this AgreementAgreement or (iii) unless Mercantile shall have waived the condition set forth in Section 6.03(c), prevent the Merger from qualifying for pooling-of-interests accounting treatment. Except as set forth aboveabove and except pursuant to the Mercantile Rights Agreement, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder stockholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessablenon-assessable, and will not be issued in violation of any preemptive right of any shareholder stockholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger will be listed on the NYSE as of the Effective Time.

Capitalization of Mercantile. The authorized ---------------------------- capital stock of ---------------------------- Mercantile consists of (i) 100,000,000 200,000,000 shares of Mercantile Common Stock, of which, as of July 7December 31, 19951997, 54,194,248 130,669,990 shares were issued and 130,508,090 were outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, of which 5,306 as of the date hereof, no shares of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are were issued and outstanding. Mercantile has designated 1,000,000 2,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights AgentAgent (the "Rights Agreement" and, the rights to be issued pursuant thereto, the "Rights"). As of July 7December 31, 19951997, Mercantile had reserved reserved: (i) 4,764,581 14,840,856 shares of Mercantile Common Stock for issuance under Mercantile's Shareholder Investment Plan (the "Investment Plan") and various employee and/or director stock option, incentive and/or benefit plans ("Mercantile Employee/Director Stock Grants"); (ii) 2,550,000 shares of Mercantile Common Stock for issuance upon the acquisition of Horizon Bancorp, Inc. ("Horizon") pursuant to the Agreement and Plan of Merger, dated as of July 31, 1997, by and among Mercantile, Merger Sub and Horizon; and (iii) 951,380 shares of Mercantile Common Stock for issuance upon the acquisition of Homecorp, Inc. ("Homecorp") pursuant to the Agreement and Plan of Merger, dated as of October 29, 1997, by and among Mercantile, Merger Sub and Homecorp. From December 31, 1997 through the date of this Agreement, no shares of Mercantile Common Stock have been issued, excluding any such shares which may have been issued in connection with the Investment Plan or Mercantile Employee/Director Stock Grants. Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposespurposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, Buyers have not neither Mercantile nor any Mercantile Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Mercantile nor Merger Sub will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or Code, (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this AgreementAgreement or (iii) prevent or impede the Merger from qualifying for pooling-of-interests accounting treatment. Except as set forth above, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger will be listed on the NYSE as of the Effective Time.

Capitalization of Mercantile. The authorized ---------------------------- capital stock of Mercantile consists of (i) 100,000,000 200,000,000 shares of Mercantile Common Stock, of which, as of July 7March 31, 19951998, 54,194,248 134,960,625 shares were issued and 133,115,227 were outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, of which 5,306 as of the date hereof, no shares of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are were issued and outstanding. Mercantile has designated 1,000,000 4,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights AgentAgent (the "Rights Agreement" and, the rights to be issued pursuant thereto, the "Rights"). As of July 7March 31, 19951997, Mercantile had reserved reserved: (i) 4,764,581 13,836,802 shares of Mercantile Common Stock for issuance under Mercantile's Shareholder Investment Plan (the "Investment Plan") and various employee and/or director stock option, incentive and/or benefit plans (collectively, "Mercantile Employee/Director Stock Grants"); (ii) 5,400,000 shares of Mercantile Common Stock for issuance upon the acquisition of CBT Corporation ("CBT") pursuant to the Agreement and Plan of Merger, dated as of January 10, 1998, by and among Mercantile, Merger Sub and CBT; and (iii) 13,800,000 shares of Mercantile Common Stock for issuance upon the acquisition of Firstbank of Illinois ("Firstbank") pursuant to the Agreement and Plan of Merger, dated as of January 30, 1998, by and among Mercantile, Merger Sub and Firstbank. Mercantile has submitted to a vote of its shareholders at the Annual Meeting of Shareholders to be held April 23, 1998 a proposal to amend Mercantile's Restated Articles of Incorporation to increase the authorized number of shares of Mercantile Common Stock from 200,000,000 to 400,000,000. From March 31, 1998 through the date of this Agreement, no shares of Mercantile Common Stock have been issued, excluding any such shares which may have been issued in connection with the Investment Plan or Mercantile Employee/Director Stock Grants. Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposespurposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, Buyers have not neither Mercantile nor any Mercantile Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Mercantile nor Merger Sub will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or Code, (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this AgreementAgreement or (iii) prevent or impede the Merger from qualifying for pooling-of-interests accounting treatment. Except as set forth above, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, nonassessable and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger will be listed on the NYSE as of the Effective Time.

Capitalization of Mercantile. The authorized ---------------------------- capital stock of ---------------------------- Mercantile consists of (i) 100,000,000 200,000,000 shares of Mercantile Common Stock, of which, as of July 7March 31, 19951998, 54,194,248 134,960,625 shares were issued and 133,115,227 were outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, of which 5,306 as of the date hereof, no shares of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are were issued and outstanding. Mercantile has designated 1,000,000 4,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights AgentAgent (the "Rights Agreement" and, the rights to be issued pursuant thereto, the "Rights"). As of July 7March 31, 19951997, Mercantile had reserved reserved: (i) 4,764,581 13,836,802 shares of Mercantile Common Stock for issuance under Mercantile's Shareholder Investment Plan (the "Investment Plan") and various employee and/or director stock option, incentive and/or benefit plans (collectively, "Mercantile Employee/Director Stock Grants"); (ii) 5,400,000 shares of Mercantile Common Stock for issuance upon the acquisition of CBT Corporation ("CBT") pursuant to the Agreement and Plan of Merger, dated as of January 10, 1998, by and among Mercantile, Merger Sub and CBT; and (iii) 13,800,000 shares of Mercantile Common Stock for issuance upon the acquisition of Firstbank of Illinois ("Firstbank") pursuant to the Agreement and Plan of Merger, dated as of January 30, 1998, by and among Mercantile, Merger Sub and Firstbank. Mercantile has submitted to a vote of its shareholders at the Annual Meeting of Shareholders to be held April 23, 1998 a proposal to amend Mercantile's Restated Articles of Incorporation to increase the authorized number of shares of Mercantile Common Stock from 200,000,000 to 400,000,000. From March 31, 1998 through the date of this Agreement, no shares of Mercantile Common Stock have been issued, excluding any such shares which may have been issued in connection with the Investment Plan or Mercantile Employee/Director Stock Grants. Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyers have not taken and will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code purposes or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above, there are no other Equity Securities of Mercantile repurchase its outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger will be listed on the NYSE as of the Effective Time.

Capitalization of Mercantile. The authorized ---------------------------- capital stock of ---------------------------- Mercantile consists of (i) 100,000,000 200,000,000 shares of Mercantile Common Stock, of which, as of July 7September 30, 19951997, 54,194,248 86,981,445 shares were issued and 86,877,787 were outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, of which 5,306 as of the date hereof, no shares of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are were issued and outstanding. Mercantile has designated 1,000,000 2,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights AgentAgent (the "Rights Agreement" and, the rights to be issued pursuant thereto, the "Rights"). As of July 7September 30, 19951997, Mercantile had reserved reserved: (i) 4,764,581 8,747,596 shares of Mercantile Common Stock for issuance under various Mercantile employee and/or director stock option, incentive and/or benefit plans ("Mercantile Employee/Director Stock Grants"); and (ii) 2,550,000 shares of Mercantile Common Stock for issuance upon the acquisition of Horizon Bancorp, Inc. ("Horizon") pursuant to the Agreement and Plan of Merger dated as of July 31, 1997 by and between Mercantile and Horizon. From September 30, 1997 through the date of this Agreement, no shares of Mercantile Common Stock have been issued, excluding any such shares which may have been issued in connection with Mercantile Employee/Director Stock Grants and shares issued in connection with the Stock Dividend. Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposespurposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, Buyers have not neither Mercantile nor any Mercantile Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Mercantile nor Merger Sub will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or Code, (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this AgreementAgreement or (iii) prevent the Merger from qualifying for pooling-of-interests accounting treatment. Except as set forth above, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger and will be listed for trading on the NYSE as of the Effective TimeNYSE.

Capitalization of Mercantile. The authorized ---------------------------- capital stock of Mercantile consists of (i) 100,000,000 200,000,000 shares of Mercantile Common Stock, of which, as of July 7December 31, 19951997, 54,194,248 130,508,090 shares were issued and outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, none of which 5,306 shares which, as of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are December 31, 1997, is issued and or outstanding. Mercantile has designated 1,000,000 2,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights ("Rights") under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights Agent. As of July 7December 31, 1995, 1997 Mercantile had reserved (i) 4,764,581 14,840,856 shares of Mercantile Common Stock for issuance under various employee stock option and incentive plans and the Mercantile Shareholder Investment Plan ("Mercantile Stock Options"), (ii) up to 951,380 shares of Mercantile Common Stock for issuance upon the acquisition of HomeCorp, Inc. pursuant to an agreement dated October 29, 1997, (iii) up to 2,550,000 shares of Mercantile Common Stock for issuance upon the acquisition of Horizon Bancorp, Inc. pursuant to an agreement dated July 31, 1997, and (iv) up to 5,400,000 shares of Mercantile Common Stock for issuance upon the acquisition of CBT Corporation pursuant to an agreement dated January 10, 1998. From December 31, 1997 through the date of this Agreement, no shares of Mercantile Common Stock or other Equity Securities of Mercantile have been issued excluding any such shares which may have been issued pursuant to stock-based employee benefit or incentive plans and programs or pursuant to the foregoing agreements. Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securitiesequity securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Buyers have not taken and neither Mercantile nor Merger Sub will not take any action that would would, or intentionally will fail to take any action the failure of which to take would, (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agreement. Except as set forth above, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger will be listed on the NYSE as of the Effective Time.)

Capitalization of Mercantile. The authorized ---------------------------- capital stock of ---------------------------- Mercantile consists of (i) 100,000,000 400,000,000 shares of Mercantile Common Stock, of which, as of July 7April 23, 19951998, 54,194,248 134,960,625 shares were issued and [133,115,227] were outstanding and (ii) 5,000,000 shares of preferred stock, no par value ("Mercantile Preferred Stock"), issuable in series, of which 5,306 as of the date hereof, no shares of Series B-1 Preferred Stock and 9,500 shares of Series B-2 Preferred Stock are were issued and outstanding. Mercantile has designated 1,000,000 2,000,000 shares of Mercantile Preferred Stock as "Series A Junior Participating Preferred Stock" and has reserved such shares under a Rights Agreement dated May 23, 1988 (the "Mercantile Rights Agreement"), between Mercantile and Mercantile Bank of St. Louis National Association, as Rights AgentAgent (the "Rights Agreement" and, the rights to be issued pursuant thereto, the "Rights"). As of July 7March 31, 19951998, Mercantile had reserved reserved: (i) 4,764,581 13,836,802 shares of Mercantile Common Stock for issuance under Mercantile's Shareholder Investment Plan (the "Investment Plan") and various employee and/or director stock option, incentive and/or benefit plans (collectively, "Mercantile Employee/Director Stock Grants"); (ii) 2,077,000 shares of Mercantile Common Stock for issuance upon the acquisition of Financial Services Corporation of the Midwest ("FSCM") pursuant to the Agreement and Plan of Merger, dated as of April 13, 1998, by and among Mercantile, Merger Sub and FSCM; (iii) 5,400,000 shares of Mercantile Common Stock for issuance upon the acquisition of CBT Corporation ("CBT") pursuant to the Agreement and Plan of Merger, dated as of January 10, 1998, by and among Mercantile, Merger Sub and CBT; and (iv) 13,800,000 shares of Mercantile Common Stock for issuance upon the acquisition of Firstbank of Illinois ("Firstbank") pursuant to the Agreement and Plan of Merger, dated as of January 30, 1998, by and among Mercantile, Merger Sub and Firstbank. From March 31, 1998 through the date of this Agreement, no shares of Mercantile Common Stock have been issued, excluding any such shares which may have been issued in connection with the Investment Plan or Mercantile Employee/Director Stock Grants. Mercantile continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate, the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Equity Securities. In addition, prior to the Effective Time, Mercantile may, depending on market conditions and other factors, otherwise determine to issue equity, equity-linked or other securities for financing purposespurposes or repurchase its outstanding Equity Securities. Notwithstanding the foregoing, Buyers have not neither Mercantile nor any Mercantile Subsidiary has taken or agreed to take any action or has any knowledge of any fact or circumstance and neither Mercantile nor Merger Sub will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or Code, (ii) materially impede or delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this AgreementAgreement or (iii) prevent or impede the Merger from qualifying for pooling-of-interests accounting treatment. Except as set forth above, there are no other Equity Securities of Mercantile outstanding. All of the issued and outstanding shares of Mercantile Common Stock are validly issued, fully paid, and nonassessable, and have not been issued in violation of any preemptive right of any shareholder of Mercantile. At the Effective Time, the shares of Mercantile Common Stock to be issued in the Merger will be duly authorized, validly issued, fully paid and nonassessable, and will not be issued in violation of any preemptive right of any shareholder of Mercantile. The shares of Mercantile Common Stock to be issued in the Merger will be listed on the NYSE as of the Effective Time.