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AMENDMENT TO AGREEMENT
AND
PLAN OF REORGANIZATION
This Amendment to Agreement and Plan of Reorganization (this
"Amendment") is made and entered into as of January 24, 1997, by
and among Mercantile Bancorporation Inc., a Missouri corporation
("Mercantile"), Ameribanc, Inc., a Missouri corporation and a
wholly owned subsidiary of Mercantile ("Merger Sub"), and Xxxx
Xxxxx Bancshares, Inc., a Missouri corporation (together with its
predecessors, "Bancshares"),
W I T N E S S E T H:
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WHEREAS, Mercantile, Merger Sub and Bancshares are parties
to that certain Agreement and Plan of Reorganization dated
October 27, 1996 (the "Agreement"); and
WHEREAS, the parties desire to amend Section 4.02(a) of the
Agreement to permit Bancshares to declare and pay a higher
quarterly dividend than initially provided therein.
NOW THEREFORE, in consideration of the premises and
agreements herein contained, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. AMENDMENT. Section 4.02(a) of the Agreement is hereby
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amended in its entirety to read as follows:
(a) declare, set aside or pay any dividends or other
distributions, directly or indirectly, in respect of its
capital stock (other than dividends from a Subsidiary of
Bancshares to Bancshares or other Subsidiary of Bancshares),
except that Bancshares may declare and pay cash dividends on
the Bancshares Common Stock (x) in respect of the quarterly
period ended on March 31, 1997 of not more than $.35 per
share; and (y) in respect of each quarterly period
thereafter of not more than the greater of (i) .952 times
the regular quarterly dividend on a share of Mercantile
Common Stock paid or payable during such quarterly period or
(ii) $.35, in each case per share; provided, that Bancshares
shall not declare or pay any dividends on Bancshares Common
Stock for any period in which its stockholders will be
entitled to receive any regular quarterly dividend on the
shares of Mercantile Common Stock to be issued in the
Merger; or,
2. AUTHORIZATION. Each party hereby represents to the
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other parties hereto that this Amendment has been duly
authorized, executed and delivered by such party in accordance
with Section 7.03 of the Agreement and constitutes a valid and
binding obligation of such party enforceable against such party
in accordance with its terms.
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3. MISCELLANEOUS. Except as amended hereby, the Agreement
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shall remain in full force and effect. This Amendment shall be
governed in all respects by the laws of the State of Missouri.
This Amendment may be executed in counterparts which together
shall constitute a single agreement.
IN WITNESS WHEREOF, Mercantile, Merger Sub and Bancshares
have caused this Amendment to be signed and, by such signature,
acknowledged by their respective officers thereunto duly
authorized, and such signatures to be attested to by their
respective officers thereunto duly authorized, all as of the date
first written above.
Attest: MERCANTILE BANCORPORATION INC.
/s/ Xxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxx
Title: Secretary Title: Group President
Attest: AMERIBANC, INC.
/s/ Xxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxx
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Name: Xxx X. Xxxxxxxx Name: Xxxx X. Xxxx
Title: Secretary Title: Vice President
Attest: XXXX XXXXX BANCSHARES, INC.
/s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx Name: Xxxx Xxxxxxxx
Title: Secretary Title: President and Chief
Executive Officer
