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                                                                Exhibit 10.(d)




                       FORM OF CHANGE OF CONTROL AGREEMENT

         This Change of Control Agreement (this "Agreement"), is made and
entered into as of the 1st day of January, 1998, (the "Effective Date") by and
between Merchants Bancorp, Inc., a Delaware corporation (the "Employer"), and
________________ (the "Executive").

                                    RECITALS

         A. The Executive is currently serving as the __________________ of
Merchants Bank (the "Bank").

         B. The Employer owns all of the issued and outstanding capital stock of
the Bank.

         C. The Employer desires to continue to employ the Executive as an
officer of the Employer and the Executive is willing to continue such
employment.

         D. In addition, the Employer recognizes that circumstances may arise in
which a change of control of the Employer through acquisition or otherwise may
occur thereby causing uncertainty of employment without regard to the competence
or past contributions of the Executive, which uncertainty may result in the loss
of valuable services of the Executive, and the Employer and the Executive wish
to provide reasonable security to the Executive against changes in the
employment relationship in the event of any such change of control.

         NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter contained, it is covenanted and agreed by and between
the parties hereto as follows:

                                   AGREEMENTS

         1. TERM AND TERMINATION.

                  (a) BASIC TERM. The term of this Agreement shall be for two
(2) year(s) commencing as of the Effective Date. In the event of a Change of
Control (as defined below) during the term of this Agreement, the Agreement
shall remain in effect for __________ (___) year(s) from the date of such Change
of Control.

                  (b) TERMINATION UPON CHANGE OF CONTROL.

                           (i) In the event of a Change in Control (as defined
         below) of the Employer and the termination of the Executive's
         employment or a Change in Duties of the Executive (as defined below)
         within the six (6) months preceding or the _______ (___) year(s)
         following the Change in Control, the Executive shall be entitled to a
         lump sum payment equal to _______ (___) time(s) his annual salary and
         bonus for the immediately preceding calendar year less any salary and
         bonus amounts paid to the Executive during the period from the date of
         the Change of Control until the date of the termination of the
         Executive's employment, payable at the later of the date of the Change
         in Control or employment termination. The Employer shall also continue
         to


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         provide coverage for the Executive under the Employer sponsored health
         insurance program for the ________ (___) year(s) following the Change
         in Control, upon the same terms and conditions as apply to similarly
         situated employees of the Employer.

                           (ii) For purposes of this paragraph, the term "Change
         in Control" shall mean the following:

                  A.       The consummation of the acquisition by any person (as
                           such term is defined in Section 13(d) or 14(d) of the
                           Securities Exchange Act of 1934, as amended (the
                           "1934 Act")) of beneficial ownership (within the
                           meaning of Rule 13d-3 promulgated under the 1934 Act)
                           of thirty-three percent (33%) or more of the combined
                           voting power of the then outstanding voting
                           securities of the Employer; or

                  B.       The individuals who, as of the date hereof or any
                           renewal date, are members of the Board of Directors
                           of the Employer (the "Board") cease for any reason to
                           constitute a majority of the Board, unless the
                           election, or nomination for election by the
                           stockholders of the Employer, of any new director was
                           approved by a vote of a majority of the Board, and
                           such new director shall, for purposes of this
                           Agreement, be considered as a member of the Board; or

                  C.       The consummation of: (1) a merger or consolidation if
                           the stockholders of the Employer immediately before
                           such merger or consolidation do not, as a result of
                           such merger or consolidation, own, directly or
                           indirectly, more than sixty-seven percent (67%) of
                           the combined voting power of the then outstanding
                           voting securities of the entity resulting from such
                           merger or consolidation in substantially the same
                           proportion as their ownership of the combined voting
                           power of the voting securities of the Employer
                           outstanding immediately before such merger or
                           consolidation; or (2) a complete liquidation or
                           dissolution or an agreement for the sale or other
                           disposition of all or substantially all of the assets
                           of the Employer.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
         to occur solely because thirty-three percent (33%) or more of the
         combined voting power of the then outstanding securities of the
         Employer is acquired by: (1) a trustee or other fiduciary holding
         securities under one or more employee benefit plans maintained for
         employees of the Employer; or (2) any corporation which, immediately
         prior to such acquisition, is owned directly or indirectly by the
         stockholders of the Employer in the same proportion as their ownership
         of stock immediately prior to such acquisition.

                           (iii) For purposes of this paragraph, the term
         "Change in Duties" shall mean the following:

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                  A.       A significant change in the nature or scope of the
                           Executive's authority or duties;

                  B.       A reduction in the Executive's annual salary;

                  C.       A diminution in the Executive's eligibility to
                           participate in bonus, stock option, incentive award
                           and other compensation plans which provide
                           opportunities to receive compensation, from the
                           opportunities provided by the successor of the
                           Employer (including its affiliates) for executives
                           with comparable duties;

                  D.       A diminution in employee benefits (including but not
                           limited to medical, dental, life insurance and
                           long-term disability plans) and perquisites
                           applicable to the Executive, from the employee
                           benefits and perquisites provided by the successor of
                           the Employer (including its affiliates) to executives
                           with comparable duties; or

                  E.       A change, without the Executive's written agreement,
                           in the location of the Executive's principal place of
                           employment with the Employer (including its
                           affiliates) by more than twenty-five (25) miles from
                           the location where he is principally employed.

                           (iv) If it is determined, in the opinion of the
         certified public accountants then regularly retained by the Employer in
         consultation with legal counsel acceptable to the Executive, that any
         amount payable to the Executive by the Employer under this Agreement,
         or any other plan or agreement under which the Executive participates
         or is a party, would constitute an "Excess Parachute Payment" within
         the meaning of Section 280G of the Internal Revenue Code of 1986, as
         amended (the "Code") and be subject to the excise tax imposed by
         Section 4999 of the Code (the "Excise Tax"), the Employer shall pay to
         the Executive the amount of such Excise Tax and all federal and state
         income or other taxes with respect to the payment of the amount of such
         Excise Tax, including all such taxes with respect to any such
         additional amount. If at a later date, the Internal Revenue Service
         assesses a deficiency against the Executive for the Excise Tax which is
         greater than that which was determined at the time such amounts were
         paid, the Employer shall pay to the Executive the amount of such Excise
         Tax plus any interest, penalties and professional fees or expenses,
         incurred by the Executive as a result of such assessment, including all
         such taxes with respect to any such additional amount. The highest
         marginal tax rate applicable to individuals at the time of payment of
         such amounts will be used for purposes of determining the federal and
         state income and other taxes with respect thereto. The Employer shall
         withhold from any amounts paid under this Agreement the amount of any
         Excise Tax or other federal, state or local taxes then required to be
         withheld. Computations of the amount of any supplemental compensation
         paid under this subparagraph shall be made by the independent public
         accountants then regularly retained by the Employer in consultation
         with legal counsel acceptable to Executive. The Employer shall pay all
         accountant and legal counsel fees and expenses.

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                  (c) REGULATORY SUSPENSION AND TERMINATION.

                  (i) If the Executive is suspended from office and/or 
         temporarily prohibited from participating in the conduct of the 
         Employer's affairs by a notice served under Section 8(e)(3) (12 
         U.S.C. Section 1818(e)(3)) or 8(g) (12 U.S.C. Section 1818(g)) of 
         the Federal Deposit Insurance Act, as amended, the Employer's 
         obligations under this Agreement shall be suspended as of the date 
         of service, unless stayed by appropriate proceedings. If the charges 
         in the notice are dismissed, the Employer may in its discretion (A) 
         pay the Executive all or part of the compensation withheld while 
         their Agreement obligations were suspended and (B) reinstate (in 
         whole or in part) any of the obligations which were suspended.

                  (ii) If the Executive is removed and/or permanently 
         prohibited from participating in the conduct of the Employer's 
         affairs by an order issued under Section 8(e) (12 U.S.C. Section 
         1818(e)) or 8(g) (12 U.S.C. Section 1818(g)) of the Federal Deposit 
         Insurance Act, as amended, all obligations of the Employer under 
         this Agreement shall terminate as of the effective date of the 
         order, but vested rights of the contracting parties shall not be 
         affected.

                  (iii) If the Employer is in default as defined in Section 
         3(x) (12 U.S.C. Section 1813(x)(1)) of the Federal Deposit Insurance 
         Act, as amended, all obligations of the Employer under this 
         Agreement shall terminate as of the date of default, but this 
         paragraph shall not affect any vested rights of the contracting 
         parties.

                  (iv) All obligations of the Employer under this Agreement 
         shall be terminated, except to the extent determined that 
         continuation of this Agreement is necessary for the continued 
         operation of the institution by the Federal Deposit Insurance 
         Corporation (the "FDIC"), at the time the FDIC enters into an 
         agreement to provide assistance to or on behalf of the Employer 
         under the authority contained in Section 13(c) (12 U.S.C. Section 
         1823(c)) of the Federal Deposit Insurance Act, as amended, or when 
         the Employer is determined by the FDIC to be in an unsafe or unsound 
         condition. Any rights of the parties that have already vested, 
         however, shall not be affected by such action.

                  (v) Any payments made to the Executive pursuant to this 
         Agreement, or otherwise, are subject to and conditioned upon their 
         compliance with Section 18(k) (12 U.S.C. Section 1828(k)) of the 
         Federal Deposit Insurance Act, as amended, and any regulations 
         promulgated thereunder.

         2. WITHHOLDING. The Employer shall be entitled to withhold from amounts
payable to the Executive hereunder, any federal, state or local withholding or
other taxes or charges which it is from time to time required to withhold. The
Employer shall be entitled to rely upon the opinion of its legal counsel with
regard to any question concerning the amount or requirement of any such
withholding.

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         3. INTERCORPORATE TRANSFERS. If the Executive shall be voluntarily
transferred to an affiliate of the Employer, such transfer shall not be deemed
to terminate or modify this Agreement and the employing corporation to which the
Executive shall have been transferred shall, for all purposes of this Agreement,
be construed as standing in the same place and stead as the Employer as of the
date of such transfer. For purposes hereof, an affiliate of the Employer shall
mean any corporation directly or indirectly controlling, controlled by, or under
common control with the Employer.

         4. INTEREST IN ASSETS. Neither the Executive nor his estate shall
acquire hereunder any rights in funds or assets of the Employer, otherwise than
by and through the actual payment of amounts payable hereunder; nor shall the
Executive or his estate have any power to transfer, assign, anticipate,
hypothecate or otherwise encumber in advance any of said payments; nor shall any
of such payments be subject to seizure for the payment of any debt, judgment,
alimony, separate maintenance or be transferable by operation of law in the
event of bankruptcy, insolvency or otherwise of the Executive.

         5. NOT AN EMPLOYMENT AGREEMENT. Nothing in this Agreement shall give
the Executive any rights (or impose any obligations) to continued employment by
the Employer or successor of the Employer, nor shall it give the Employer any
rights (or impose any obligations) for the continued performance of duties by
the Executive for the Employer or successor of the Employer.

         6. GENERAL PROVISIONS.

                  (a) SUCCESSORS; ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the Executive, the Employer and his and its
respective personal representatives, successors and assigns, and any successor
or assign of the Employer shall be deemed the "Employer" hereunder. The Employer
shall require any successor to all or substantially all of the business and/or
assets of the Employer, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and
substance satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent as the Employer
would be required to perform if no such succession had taken place.

                  (b) ENTIRE AGREEMENT; MODIFICATIONS. This Agreement
constitutes the entire agreement between the parties respecting the employment
of the Executive, and supersedes all prior negotiations, undertakings,
agreements and arrangements with respect thereto, whether written or oral.
Except as otherwise explicitly provided herein, this Agreement may not be
amended or modified except by written agreement signed by the Executive and the
Employer.

                  (c) ENFORCEMENT AND GOVERNING LAW. The provisions of this
Agreement shall be regarded as divisible and separate; if any of said provisions
should be declared invalid or unenforceable by a court of competent
jurisdiction, the validity and enforceability of the remaining provisions shall
not be affected thereby. This Agreement shall be construed and the



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legal relations of the parties hereto shall be determined in accordance with the
laws of the state of Illinois without reference to the law regarding conflicts
of law. 

                  (d) ARBITRATION. Any dispute or controversy arising under 
or in connection with this Agreement shall be settled exclusively by 
arbitration, conducted before a panel of three arbitrators sitting in a 
location selected by the Executive within fifty (50) miles of the principal 
office of the Employer, in accordance with the rules of the American 
Arbitration Association then in effect. Judgment may be entered on the 
arbitrator's award in any court having jurisdiction.

                  (e) LEGAL FEES. All reasonable legal fees paid or incurred by
the prevailing party pursuant to any dispute or question of interpretation
relating to this Agreement shall be paid or reimbursed by the losing party if
the prevailing party is successful on the merits pursuant to a legal judgment,
arbitration or settlement.

                  (f) WAIVER. No waiver by either party at any time of any
breach by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by the other party, shall be deemed a waiver of
any similar or dissimilar provisions or conditions at the same time or any prior
or subsequent time.

                  (g) NOTICES. Notices pursuant to this Agreement shall be in
writing and shall be deemed given when received; and, if mailed, shall be mailed
by United States registered or certified mail, return receipt requested, postage
prepaid; and if to the Employer, addressed to the principal headquarters of the
Employer, attention: Chairman; or, if to the Executive, to the address set forth
below the Executive's signature on this Agreement, or to such other address as
the party to be notified shall have given to the other.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

MERCHANTS BANCORP, INC.                              EXECUTIVE

/S/ CALVIN R. MYERS                                            
----------------------------------                   ---------------------------
Calvin R. Myers, President                           ---------------------------
                                                     ---------------------------
                                                            (Address)







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                           SCHEDULE A TO EXHIBIT 10(D)


<TABLE>
<CAPTION>

                                             Term of Agreement Once 
Executive's Name                             Change of Control Occurs
----------------                             ------------------------
<S>                                                   <C>    
J. Douglas Cheatham                                   2 years
Terence L. Kothe                                      2 years
Richard A. Samuelson                                  1 year
Helmut Seffert                                        1 year
Edward St. Jules                                      2 years
Frank K. Voris                                        3 years
Randal A. Wright                                      2 years


</TABLE>