SIXTH AMENDMENT
                                    TO
                      DEFERRED COMPENSATION AGREEMENT


        This SIXTH Amendment to the Deferred Compensation Agreement is executed 
as of July 12, 1996, by and between Mercantile-Safe Deposit and Trust Company 
(hereinafter called "Corporation") and Brian B. Topping (hereinafter called 
"Employee").

        WHEREAS, Corporation and Employee entered into a Deferred Compensation 
Agreement dated September 30, 1982, and a First Amendment thereto dated October 
24, 1983, and a Second Amendment thereto dated March 13, 1984, and a Third 
Amendment thereto dated January 1, 1987, and a Fourth Amendment thereto dated 
December 8, 1987, and a Fifth Amendment thereto dated January 1, 1989 
(hereinafter referred to as the "Agreement"); and
        
        WHEREAS, Employee will retire as an employee of the Corporation 
effective December 31, 1996, and the Corporation desires to promote and 
enhance Employee's early retirement, recognizing that under an Agreement 
executed simultaneously herewith Employee's relationship with the Corporation 
will be substantially changed, and in consideration thereof the parties desire 
to modify Section 5 of the Agreement, to provide a stipulated benefit;
        
        NOW THEREFORE, in accordance with and for the consideration recited 
above, the Corporation and Employee hereby agree as follows:
        
        1.      Section 5 is hereby amended as of the effective date of this 
Amendment to read as follows:

                5.      Employee's retirement from employment by the 
                        Corporation on December 31, 1996 shall, for purposes 
                        of this Agreement, be treated as a normal retirement 
                        with the following benefit:

                                                               Minimum
                        Employee's Age       Annual         Term for which
                        at Retirement        Benefit      Benefit is Payable

                              62             $175,700          18 years.
        
                        The annual benefit shall be payable until the later 
                        of (i) Employee's death or (ii) expiration of the 
                        minimum term set forth above.  The benefit shall be 

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                        payable in equal monthly installments commencing 
                        within one (1) month after Employee's retirement.

        2.      This Amendment shall become effective upon Employee's 
retirement at December 31, 1996, after approval by the Committee on Executive 
Compensation, Promotion and Retirement of the Corporation and by the Board of 
Directors of the Corporation (which approval may be by the Trust Executive and 
Banking Executive Committees of the Board of Directors of the Corporation).

        3.      In all other respects, the provisions of the Agreement remain 
unchanged and in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have executed this SIXTH 
Amendment to the Agreement as of the day and year first above written.

                                  
                                  
ATTEST:                                  MERCANTILE-SAFE DEPOSIT            
                                         AND TRUST COMPANY


                                                                     
/s/ ALAN D. YARBRO                        By: /s/ H. FURLONG BALDWIN
    ALAN D. YARBRO                                H. FURLONG BALDWIN
Secretary                                 Chairman and Chief Executive Officer
                                                   

WITNESS:                                  EMPLOYEE:

/s/ ALAN D. YARBRO                       By: /s/ BRIAN B. TOPPING     
                                                 BRIAN B. TOPPING


Date of Approval of Committee            Effective Date of Agreement per
on Executive Compensation,               Approval of the Trust Executive
Promotion and Retirement of              and Banking Executive
Mercantile-Safe Deposit and              Committees of the Board of
Trust Company                            Directors of Mercantile-Safe
                                         Deposit and Trust Company

July 17, 1996                            July 24, 1996


                                                            
/s/ Alan D. Yarbro                       /s/ Alan D. Yarbro
    Alan D. Yarbro                           Alan D. Yarbro
    Secretary                                Secretary
 
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