<PAGE>
                                                                Exhibit 10.(c)



                                 CALVIN R. MYERS
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement"), is made and entered into
as of the 30th day of August, 1993, (the "Effective Date") by and between
MERCHANTS BANCORP, INC., a Delaware corporation (the "Employer"), and CALVIN R.
MYERS (the "Executive").

                                    RECITALS

         A. The Executive is currently serving as the President, Chief Executive
Officer and Chairman of the Board of Directors (the "Board") of the Employer and
has served in such capacity for the past four years.

         B. The Employer desires to continue to employ the Executive as an
officer of the Employer for a specified term and the Executive is willing to
continue such employment upon the terms and conditions hereinafter set forth.

         C. The Employer recognizes that circumstances may arise in which a
change of control of the Employer through acquisition or otherwise occurs
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. POSITION AND DUTIES. The Employer hereby employs the Executive as
its President and Chief Executive Officer or in such other senior executive
capacity as shall be mutually agreed between the Employer and the Executive.
During the period of the Executive's employment hereunder, the Executive shall
devote his best efforts and full business time, energy, skills and attention to
the business and affairs of the Employer. The Executive's duties and authority
shall consist of and include all duties and authority customarily performed and
held by persons holding equivalent positions with business organizations similar
in nature and size to the Employer, as such duties and authority are reasonably
defined, modified and delegated from time to time by the Board. The Executive
shall have the powers necessary to perform the duties assigned to him and shall
be provided such supporting services, staff, secretarial and other assistance,
office space and accoutrements as shall be reasonably necessary and appropriate
in the light of such assigned duties.

         2. COMPENSATION. As compensation for the services to be provided by the




<PAGE>

Executive hereunder, the Executive shall receive the following compensation,
expense reimbursement and other benefits:

                  (a) BASE COMPENSATION. The Executive shall receive an
aggregate annual minimum base salary at the rate of one hundred and eighty six
thousand dollars ($186,000) payable in installments in accordance with the
regular payroll schedule of the Employer. Such base compensation shall be
subject to review annually commencing in 1994 and shall be maintained or
increased during the term hereof in accordance with the Employer's established
management compensation policies and plans.

                  (b) REIMBURSEMENT OF EXPENSES. The Executive shall be
reimbursed, upon submission of appropriate vouchers and supporting
documentation, for all travel, entertainment and other out-of-pocket expenses
reasonably and necessarily incurred by the Executive in the performance of his
duties hereunder and shall be entitled to attend seminars, conferences and
meetings relating to the business of the Employer consistent with the Employer's
established policies in that regard.

                  (c) OTHER BENEFITS. The Executive shall be entitled to all
benefits specifically established for him and, when and to the extent he is
eligible therefor, to participate in all plans and benefits generally accorded
to senior executives of the Employer, including, but not limited to, pension,
profit-sharing, supplemental retirement, incentive compensation, bonus,
disability income, split-dollar life insurance, group life, medical and
hospitalization insurance, and similar or comparable plans, and also to
perquisites extended to similarly situated senior executives, PROVIDED, HOWEVER,
that such plans, benefits and perquisites shall be no less than those made
available to all other employees of the Employer.

                  (d) VACATIONS. The Executive shall be entitled to an annual
vacation in accordance with the vacation policy of the Employer which vacation
shall be taken at a time or times mutually agreeable to the Employer and the
Executive.

                  (e) CLUB MEMBERSHIP. The Employer shall pay (or reimburse
Executive for) monthly dues and entertainment expenses at the Aurora Country
Club.

                  (f) 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.

         3. CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that
heretofore or hereafter during the course of his employment he has produced and
may hereafter produce and have access to material, records, data, trade secrets
and information not generally available to the public (collectively,
"Confidential Information") regarding the Employer and its subsidiaries and

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<PAGE>

affiliates. Accordingly, during and subsequent to termination of this Agreement,
the Executive shall hold in confidence and not directly or indirectly disclose,
use, copy or make lists of any such Confidential Information, except to the
extent that such information is or thereafter becomes lawfully available from
public sources, or such disclosure is authorized in writing by the Employer,
required by a law or any competent administrative agency or judicial authority,
or otherwise as reasonably necessary or appropriate in connection with
performance by the Executive of his duties hereunder. All records, files,
documents and other materials or copies thereof relating to the Employer's
business which the Executive shall prepare or use, shall be and remain the sole
property of the Employer, shall not be removed from the Employer's premises
without its written consent, and shall be promptly returned to the Employer upon
termination of the Executive's employment hereunder. The Executive agrees to
abide by the Employer's reasonable policies, as in effect from time to time,
respecting avoidance of interests conflicting with those of the Employer.

         4. TERM AND TERMINATION.

                  (a) BASIC TERM. The Executive's employment hereunder shall be
for a term of three (3) years commencing as of the Effective Date, and shall
automatically extend for one (1) additional year commencing on each anniversary
of the Effective Date, unless terminated by either party effective as of the
last day of the then current three (3) year period by written notice to that
effect delivered to the other not less than ninety (90) days prior to the
anniversary of such Effective Date.

                  (b) PREMATURE TERMINATION.

                           (i) In the event of the termination of this Agreement
         by the Employer for any reason prior to the last day of the then
         current term, other than a termination in accordance with the
         provisions of paragraph (d) of this Section 4, then, notwithstanding
         any mitigation of damages by the Executive, the Employer shall continue
         to pay the Executive his base salary then payable and shall continue to
         provide coverage for the Executive under the health, life and
         disability insurance programs maintained by the Employer for the
         remainder of the then current three (3) year term of the Agreement;
         provided, however, that the payment of these amounts by the Employer
         shall not offset or diminish any compensation or benefits accrued as of
         the date of termination.

                           (ii) Payment to the Executive will be made in
         twenty-four (24) equal monthly payments. At the election of the
         Employer, payments may be made in a lump sum. Such payments shall not
         be reduced in the event the Executive obtains other employment
         following the termination of employment by the Employer.

                           (iii) If the Employer is not in compliance with its
         minimum capital requirements or if the payments required under
         subparagraph (i) above would cause the Employer's capital to be reduced
         below its minimum capital requirements, such payments



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<PAGE>

         shall be deferred until such time as the Employer is in capital
         compliance.

                           (C) CONSTRUCTIVE TERMINATION. If at any time during
         the term of this Agreement, except in connection with a termination
         pursuant to paragraph (d) of this Section 4, the Executive is
         Constructively Discharged (as hereinafter defined) then the Executive
         shall have the right, by written notice to the Employer within sixty
         (60) days of such Constructive Discharge, to terminate his services
         hereunder, effective as of thirty (30) days after such notice, and the
         Executive shall have no rights or obligations under this Agreement
         other than as provided in Section 5 hereof. The Executive shall in such
         event be entitled to a lump sum payment of the compensation and
         continuation of the health, life and disability insurance as provided
         under paragraph (b) of this Section 4.

For purposes of this Agreement, the Executive shall be "Constructively
Discharged" upon the occurrence of any one of the following events:

                           (i) The Executive is removed from the positions with
         the Employer set forth in Section 1 hereof, other than as a result of
         the Executive's election or appointment to positions of equal or
         superior scope and responsibility; or

                           (ii) The Executive shall fail to be vested by the
         Employer with the powers, authority and support services of any of said
         offices; or

                           (iii) The Employer changes the primary employment
         location of the Executive to a place that is more than twenty-five (25)
         miles from the primary employment location as of the Effective Date of
         this Agreement; or

                           (iv) The Employer otherwise commits a material breach
         of its obligations under this Agreement.

                  (d) TERMINATION FOR CAUSE. This Agreement may be terminated
for cause as hereinafter defined. "Cause" shall mean: (i) the Executive's death
or his permanent disability, which shall mean the Executive's inability, as a
result of physical or mental incapacity, substantially to perform his duties
hereunder for a period of six (6) consecutive months; (ii) a material violation
by the Executive of any applicable material law or regulation respecting the
business of the Employer; (iii) the Executive being found guilty of a felony, an
act of dishonesty in connection with the performance of his duties as an officer
of the Employer, or which disqualifies the Executive from serving as an officer
or director of the Employer; or (iv) the willful or negligent failure of the
Executive to perform his duties hereunder in any material respect. The Executive
shall be entitled to at least thirty (30) days' prior written notice of the
Employer's intention to terminate his employment for any cause (except the
Executive's death) specifying the grounds for such termination, a reasonable
opportunity to cure any conduct or act, if curable, alleged as grounds for such
termination, and a reasonable opportunity to present to the Board his position
regarding any dispute relating to the existence of such cause.

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                  (e) TERMINATION UPON DEATH. In the event payments are due and
owing under this Agreement at the death of the Executive, payment shall be made
to such beneficiary as Executive may designate in writing, or failing such
designation, to the executor of his estate, in full settlement and satisfaction
of all claims and demands on behalf of the Executive. Such payments shall be in
addition to any other death benefits of the Employer for the benefit of the
Executive and in full settlement and satisfaction of all payments provided for
in this Agreement.

                  (f) TERMINATION UPON DISABILITY. The Employer may terminate
the Executive's employment after the Executive is determined to be disabled
under the current Employer program. The Executive shall be entitled to the
compensation and benefits provided for under this Agreement for any period
during the term of this Agreement and prior to the establishment of the
Executive's Disability during which the Executive is unable to work due to a
physical or mental infirmity. Notwithstanding anything contained in this
Agreement to the contrary, until the date specified in a notice of termination
relating to the Executive's Disability, the Executive shall be entitled to
return to his position with the Employer as set forth in this Agreement in which
event no Disability of the Executive will be deemed to have occurred.

                  (g) 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 under either A or B below, the Executive shall be entitled
         to a lump sum payment equal to three (3) times: (1) his base salary
         then payable; (2) the value of any bonus or incentive payments the
         Executive would have received had he remained employed; and (3) the
         value of the contributions that would have been made or credited by the
         Employer under all employee retirement plans for the benefit of the
         Executive. The Employer shall also continue to provide coverage for the
         Executive under the health, life and disability insurance programs for
         three (3) years following such termination. Payments under this
         paragraph shall be subject to the provisions of subparagraph (g)(iii)
         of this Section 4. The following shall constitute termination under
         this paragraph:

                                    A.      The Executive terminates his
                                            employment under this Agreement by a
                                            written notice to that effect
                                            delivered to the Board within one
                                            (1) year after the Change in
                                            Control.

                                    B.      The Agreement is terminated by the
                                            Employer or its successor either in
                                            contemplation of or after the Change
                                            in Control.

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

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                                    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; or

                                    B.      The individuals who, as of the date
                                            hereof, are members of the Board
                                            cease for any reason to constitute a
                                            majority of the Board, unless the
                                            election, or nomination for election
                                            by the stockholders, 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.       Approval by stockholders of: (1) a
                                             merger or consolidation if the
                                             stockholders 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 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 entity.

         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 is acquired by
         (1) a trustee or other fiduciary holding securities under one or more
         employee benefit plans maintained for employees of the entity or (2)
         any corporation which, immediately prior to such acquisition, is owned
         directly or indirectly by the stockholders in the same proportion as
         their ownership of stock immediately prior to such acquisition.

                           (iii) 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



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         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.

                  (H)      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 contract 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 
         contract 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 contract 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 contract shall terminate as of the date of default, but this 
         paragraph shall not affect any vested rights of the contracting 
         parties.

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<PAGE>

                           (iv) All obligations of the Employer under this 
         contract shall be terminated, except to the extent determined that 
         continuation of the contract 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.

         5. NON-COMPETITION COVENANT.

                  (a) RESTRICTIVE COVENANT. The Employer and the Executive have
jointly reviewed the customer lists and operations of the Employer and have
agreed that the primary service area of the Employer's lending and deposit
taking functions in which the Employer has actively participated extends to an
area encompassing a twenty-five (25) mile radius from the main office of the
Employer. Therefore, as an essential ingredient of and in consideration of this
Agreement and the payment of the amounts described in Sections 2 and 4, the
Executive hereby agrees that, except with the express prior written consent of
the Employer, for a period of one (1) year after the termination of the
Executive's employment with the Employer (the "Restrictive Period"), he will not
directly or indirectly compete with the business of the Employer, including, but
not by way of limitation, by directly or indirectly owning, managing, operating,
controlling, financing, or by directly or indirectly serving as an employee,
officer or director of or consultant to, or by soliciting or inducing, or
attempting to solicit or induce, any employee or agent of Employer to terminate
employment with Employer and become employed by any person, firm, partnership,
corporation, trust or other entity which owns or operates, a bank, savings and
loan association, credit union or similar financial institution (a "Financial
Institution") within a twenty-five (25) mile radius of the Employer's main
office (the "Restrictive Covenant"). If the Executive violates the Restrictive
Covenant and the Employer brings legal action for injunctive or other relief,
the Employer shall not, as a result of the time involved in obtaining such
relief, be deprived of the benefit of the full period of the Restrictive
Covenant. Accordingly, the Restrictive Covenant shall be deemed to have the
duration specified in this Section 5(a) computed from the date the relief is
granted but reduced by the time between the period when the Restrictive Period
began to run and the date of the first violation of the Restrictive Covenant by
the Executive. The foregoing Restrictive Covenant shall not prohibit the
Executive from owning directly or indirectly capital stock or similar securities
which are listed on a securities exchange or quoted on the National Association
of Securities Dealers Automated Quotation System which do not represent more
than one percent (1%) of the outstanding capital stock of any Financial
Institution.

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                  (b) REMEDIES FOR BREACH OF RESTRICTIVE COVENANT. The Executive
acknowledges that the restrictions contained in Sections 3 and 5(a) of this
Agreement are reasonable and necessary for the protection of the legitimate
business interests of the Employer, that any violation of these restrictions
would cause substantial injury to the Employer and such interests, that the
Employer would not have entered into this Agreement with the Executive without
receiving the additional consideration offered by the Executive in binding
himself to these restrictions and that such restrictions were a material
inducement to the Employer to enter into this Agreement. In the event of any
violation or threatened violation of these restrictions, the Employer, in
addition to and not in limitation of, any other rights, remedies or damages
available to the Employer under this Agreement or otherwise at law or in equity,
shall be entitled to preliminary and permanent injunctive relief to prevent or
restrain any such violation by the Executive and any and all persons directly or
indirectly acting for or with his, as the case may be.

         6. 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.

         7. 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.

         8.       INDEMNIFICATION.

                  (a) The Employer shall provide the Executive (including his
heirs, personal representatives, executors and administrators) for the term of
this Agreement with coverage under a standard directors' and officers' liability
insurance policy at its expense.

                  (b) In addition to the insurance coverage provided for in
paragraph (a) of this Section 8, the Employer shall hold harmless and indemnify
the Executive (and his heirs, executors and administrators) to the fullest
extent permitted under applicable law against all expenses and liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or proceeding in which he may be involved by reason of his having been an
officer of the Employer (whether or not he continues to be an officer at the
time of incurring such expenses or liabilities), such expenses and liabilities
to include, but not be limited to, judgments, court



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costs and attorneys' fees and the cost of reasonable settlements.

                  (c) In the event the Executive becomes a party, or is
threatened to be made a party, to any action, suit or proceeding for which the
Employer has agreed to provide insurance coverage or indemnification under this
Section 8, the Employer shall, to the full extent permitted under applicable
law, advance all expenses (including reasonable attorneys' fees), judgments,
fines and amounts paid in settlement (collectively "Expenses") incurred by the
Executive in connection with the investigation, defense, settlement, or appeal
of any threatened, pending or completed action, suit or proceeding, subject to
receipt by the Employer of a written undertaking from the Executive (i) to
reimburse the Employer for all Expenses actually paid by the Employer to or on
behalf of the Executive in the event it shall be ultimately determined that the
Executive is not entitled to indemnification by the Employer for such Expenses
and (ii) to assign to the Employer all rights of the Executive to
indemnification, under any policy of directors' and officers' liability
insurance or otherwise, to the extent of the amount of Expenses actually paid by
the Employer to or on behalf of the Executive.

         9. 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 subject
matter hereof, 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 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



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<PAGE>

arbitrators sitting in a location selected by the Executive within fifty (50)
miles from the location 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; provided, however, that the
Executive shall be entitled to seek specific performance of his right to be paid
through the date of termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.

                  (e) LEGAL FEES. All reasonable legal fees paid or incurred by
the Executive pursuant to any dispute or question of interpretation relating to
this Agreement shall be paid or reimbursed by the Employer if the Executive 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.                              CALVIN R. MYERS



By:    /S/ William C. Glenn                       /S/ Calvin R. Myers
   ---------------------------------              ------------------------------
Name:  William C. Glenn                           1612 Southlawn Place
   ---------------------------------              ------------------------------
Title: Chairman Executive Committee               Aurora, Illinois  60506
   ---------------------------------              ------------------------------











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