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                  Allegiant Bancorp, Inc.


                 Allegiant Capital Trust I

                 _________________________


   1,725,000 9.875% Cumulative Trust Preferred Securities
   (Liquidation Amount $10 per Trust Preferred Security)



                       July 27, 1999



                   UNDERWRITING AGREEMENT





                  EVEREN Securities, Inc.


                   Wheat First Securities


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<PAGE>

                  Allegiant Bancorp, Inc.

                 Allegiant Capital Trust I

              ________________________________


   1,725,000 9.875% Cumulative Trust Preferred Securities
   (Liquidation Amount $10 per Trust Preferred Security)


                   UNDERWRITING AGREEMENT

                                          July 27, 1999



EVEREN Securities, Inc.
Wheat First Securities
  Individually and as Representatives of
     the Several Underwriters
  c/o EVEREN Securities, Inc.
  77 West Wacker Drive
  Chicago, Illinois 60601-1694

Ladies and Gentlemen:

       Allegiant Bancorp, Inc., a Missouri corporation (the "Company"),
and its fiduciary subsidiary, Allegiant Capital Trust I (the "Trust"
and, together with the Company, the "Offerors"), a statutory business
trust organized under the Delaware Business Trust Act (the "Delaware
Act"), confirm their agreement with the several underwriters listed in
Schedule I hereto (the "Underwriters"), for whom EVEREN Securities, Inc.
and Wheat First Securities, a division of First Union Capital Markets
Corp., have been duly authorized to act as representatives, with respect
to the proposed issuance and sale by the Trust of its 9.875% Cumulative
Trust Preferred Securities (liquidation amount $10 per security)
representing undivided beneficial interests in the assets of the Trust
(the "Trust Preferred Securities").  The Offerors propose that the Trust
issue the Trust Preferred Securities pursuant to an Amended and Restated
Trust Agreement among Bankers Trust Company, as property trustee (the
"Property Trustee"), Bankers Trust (Delaware), as Delaware trustee (the
"Delaware Trustee"), the administrators named therein (the
"Administrators") and the Company (the "Trust Agreement").  The Trust
Preferred Securities will be guaranteed by the Company with respect to
distributions and payments upon liquidation, redemption and otherwise
pursuant to a Guarantee Agreement (the "Guarantee Agreement") between
the Company and Bankers Trust Company, as trustee (the "Guarantee
Trustee"). The proceeds of the sale of the Trust Preferred Securities
will be combined with the proceeds from the sale by the Trust to the
Company of the Trust's common securities (the "Common Securities") and
will be used to purchase 9.875% junior


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subordinated debentures (the "Subordinated Debentures") issued by the
Company pursuant to an Indenture ("Indenture") between the Company and
Bankers Trust Company, as trustee (the "Indenture Trustee"). The
Offerors hereby confirm their respective agreements with the
Underwriters as follows:

     1.      The Trust Preferred Securities.  The 1,500,000 Trust
Preferred Securities proposed to be sold by the Trust are hereinafter
referred to as the "Firm Securities."  The Trust also proposes to grant
to the Underwriters an option to purchase up to 225,000 additional Trust
Preferred Securities (the "Additional Securities") if requested by the
Underwriters as provided in Section 3 hereof.  The Firm Securities and
the Additional Securities are herein collectively called the
"Securities."

     2.      Registration Statement and Prospectus.  The Offerors have
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of
1933, as amended, and the rules and regulations (the "Rules and
Regulations") of the Commission thereunder (collectively, the "Act"),
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), a registration statement on Form S-2 (File Nos. 333-82197 and
333-82197-01) including a prospectus, relating to the Securities, the
Subordinated Debentures and the Guarantee Agreement, that may have been
amended; each such amendment was so prepared and filed.  The
registration statement, as amended at the time when it became or becomes
effective, including all financial schedules (if any) and exhibits
thereto, all information incorporated therein by reference and all of
the information (if any) deemed to be part of the registration statement
at the time of its effectiveness pursuant to Rule 430A under the Act
("Rule 430A"), is hereinafter referred to as the "Registration
Statement"; the prospectus in the form first provided to the
Underwriters by the Offerors in connection with the offering and sale of
the Securities (whether or not required to be filed pursuant to
Rule 424(b) under the Act ("Rule 424(b)")) is hereinafter referred to as
the "Prospectus," except that if any revised prospectus shall be
provided to the Underwriters by the Offerors for use in connection with
the offering of the Securities that differs from the Prospectus (whether
or not any such revised prospectus is required to be filed by the
Offerors pursuant to Rule 424(b)), the term "Prospectus" shall refer to
the revised prospectus from and after the time it is first provided to
the Underwriters for such use; and each preliminary prospectus included
in the Registration Statement prior to the time it became or becomes
effective is herein referred to as a "Preliminary Prospectus."

     3.      Agreements to Sell and Purchase.  On the basis of the
representations and warranties contained in this Agreement, and subject
to the terms and conditions hereof, (i) the Trust agrees to issue and
sell to the Underwriters, at a price of $10.00 per Security (the
"Purchase Price"), 1,500,000 Firm Securities; and (ii) each Underwriter
agrees, severally and not jointly, to purchase from the Trust, at the
Purchase Price, the aggregate number of Firm Securities set forth
opposite the name of such Underwriter in Schedule I hereto.  As
compensation to the Underwriters for their commitments hereunder and in
view of the fact that the proceeds of the sale of the Securities
(together with the proceeds from the sale by the Trust to the Company of
the Common Securities)

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will be used to purchase the Subordinated Debentures, the Company hereby
agrees to pay at the Closing Date (as herein defined) to the
Underwriters a commission per Security equal to $0.375 per Security, or
$562,500 in the aggregate ($646,875 if the over-allotment with respect
to the Additional Securities is exercised in full).

     On the basis of the representations and warranties contained in
this Agreement, and subject to the terms and conditions hereof, (i) the
Trust agrees to sell to the Underwriters, at the Purchase Price, up to
225,000 Additional Securities; and (ii) the Underwriters shall have the
right to purchase, severally and not jointly, from time to time, up to
an aggregate of 225,000 Additional Securities at the Purchase Price.
Additional Securities may be purchased as provided in Section 4 hereof
solely for the purpose of covering over-allotments made in connection
with the offering of the Firm Securities.  If any Additional Securities
are to be purchased, each Underwriter, severally and not jointly, agrees
to purchase the number of Additional Securities that bears the same
proportion to the total number of Additional Securities to be purchased
as the number of Firm Securities set forth opposite the name of such
Underwriter in Schedule I bears to the total number of Firm Securities.

     4.      Agreements of the Offerors as to Delivery and Payment.
The Offerors agree with each Underwriter that:

             (a)    Delivery to the Underwriters of, and payment to
     the Trust for, the Firm Securities shall be made at 10:00 A.M.,
     Chicago time, on the third (or if the Firm Securities are priced,
     as contemplated by Rule 15c6-1(c) under the Securities Exchange
     Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m.
     Eastern time, on the fourth) full business day (such time and date
     being referred to as the "Closing Date") following the date of the
     initial public offering of the Firm Securities as advised to you
     by the Company, at such place as you shall designate.

             (b)    Delivery to the Underwriters of and payment for
     any Additional Securities to be purchased by the Underwriters
     shall be made at such place as you shall designate, at 10:00 A.M.,
     Chicago time, on such date or dates (individually, an "Option
     Closing Date" and collectively, the "Option Closing Dates"), which
     may be the same as the Closing Date but shall in no event be
     earlier than the Closing Date, as shall be specified in a written
     notice from you to the Offerors of the Underwriters' determination
     to purchase a number, specified in said notice, of Additional
     Securities.  Any such notice may be given at any time within 30
     days after the date of this Agreement.

             (c)    The Securities will be delivered by the Trust to
     the Underwriters on the Closing Date or the applicable Option
     Closing Date against payment of the Purchase Price therefor by
     certified or official bank check or wire transfer of immediately
     available funds payable to the order of the Trust to an account
     designated by the Trust.  Delivery of the Securities may be made
     by credit through full fast transfer to the accounts at The
     Depository Trust Company designated by

                                 3


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<PAGE>
     you.  Certificates representing the Securities, in definitive form
     and in such denominations and registered in such names as you may
     request in writing not less than two business days prior to the
     Closing Date or the applicable Option Closing Date notice to the
     Offerors shall be prepared and will be made available for
     inspection not later than 9:30 A.M., Chicago time, on the business
     day next preceding the Closing Date or the applicable Option
     Closing Date, with any transfer taxes payable upon initial
     issuance or the transfer thereof duly paid by the Company for the
     respective accounts of the Underwriters against payment of the
     Purchase Price therefor.

     5.      Further Agreements of the Offerors.  The Offerors also
agree with each Underwriter that:

             (a)    they will, if the Registration Statement has not
     heretofore become effective under the Act, file an amendment to
     the Registration Statement or, if necessary pursuant to Rule 430A
     under the Act, a post-effective amendment to the Registration
     Statement, as soon as practicable after the execution and delivery
     of this Agreement, and will use their best efforts to cause the
     Registration Statement or such post-effective amendment to become
     effective at the earliest possible time; and the Offerors will
     comply fully and in a timely manner with the applicable provisions
     of Rule 424(b) and Rule 430A under the Act;

             (b)    they will advise you promptly and, if requested
     by you, confirm such advice in writing, (i) when the Registration
     Statement has become effective, if and when the Prospectus is sent
     for filing pursuant to Rule 424 under the Act and when any post-
     effective amendment to the Registration Statement becomes
     effective, (ii) of the receipt of any comments from the Commission
     that relate to the Registration Statement or requests by the
     Commission for amendments to the Registration Statement or
     amendments or supplements to the Prospectus or for additional
     information, (iii) of the issuance by the Commission of any stop
     order suspending the effectiveness of the Registration Statement,
     or of the suspension of qualification of the Securities for
     offering or sale in any jurisdiction, or the initiation or, to the
     best knowledge of the Offerors, threat of any proceedings for such
     purpose by the Commission or any state securities commission or
     other regulatory authority, and (iv) of the happening of any event
     or information becoming known during the period referred to in
     paragraph (e) below that makes any statement of a material fact
     made in the Registration Statement untrue or that requires the
     making of any additions to or changes in the Registration
     Statement (as amended or supplemented from time to time) in order
     to make the statements therein not misleading or that makes any
     statement of a material fact made in the Prospectus (as amended or
     supplemented from time to time) untrue or that requires the making
     of any additions to or changes in the Prospectus (as amended or
     supplemented from time to time) in order to make the statements
     therein, not misleading; if at any time the Commission shall issue
     or institute proceedings (or threaten to institute any such
     proceedings) to issue any stop order suspending the

                                 4


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<PAGE>
     effectiveness of the Registration Statement, or any state
     securities commission or other regulatory authority shall issue or
     institute proceedings (or threaten to institute proceedings) to
     issue an order suspending the qualification or exemption of the
     Securities under any state securities or blue sky laws, the
     Offerors shall use best efforts to obtain the withdrawal or
     lifting of such order at the earliest possible time;

             (c)    they will furnish to you without charge one
     signed copy of the Registration Statement as first filed with the
     Commission and of each amendment to it, including all exhibits
     filed therewith, and will furnish to you and each Underwriter
     designated by you such number of conformed copies of the
     Registration Statement as so filed and of each amendment to it,
     without exhibits, as you may reasonably request;

             (d)    they will not file any amendment or supplement
     to the Registration Statement, whether before or after the time
     when it becomes effective, or make any amendment or supplement to
     the Prospectus of which you shall not previously have been advised
     and provided a copy a reasonable period of time prior to the
     filing thereof or to which you or your counsel shall reasonably
     object, and they will prepare and file with the Commission,
     promptly upon your reasonable request, any amendment to the
     Registration Statement or supplement to the Prospectus that may be
     necessary or advisable in connection with the distribution of the
     Securities by you in your or your counsel's opinion, and will use
     best efforts to cause the same to become effective as promptly as
     possible;

             (e)    promptly after the Registration Statement
     becomes effective, and from time to time thereafter for such
     period as a prospectus is required by the Act to be delivered in
     connection with the sales by an underwriter or a dealer (in the
     opinion of your counsel), they will furnish to each Underwriter
     and dealer without charge as many copies of the Prospectus (and
     any amendment or supplement to the Prospectus) as such Underwriter
     or dealer may reasonably request for the purposes contemplated by
     the Act, and the Offerors consent to the use of the Prospectus and
     any amendment or supplement thereto by any Underwriter or any
     dealer, both in connection with the offering or sale of the
     Securities and for such period of time thereafter as the
     Prospectus is required by the Act to be delivered in connection
     therewith;

             (f)    if during the period specified in paragraph
     (e) any event shall occur or information become known as a result
     of which in the opinion of your counsel it becomes necessary to
     amend or supplement the Prospectus in order to make the statements
     therein as of the date the Prospectus is delivered to a purchaser,
     in light of the circumstances under which such statements were
     made, not misleading, or it is necessary to amend or supplement
     the Prospectus to comply with any law, forthwith to prepare and,
     subject to paragraph 5(d) above, they will file with the
     Commission at the sole expense of the Company an appropriate

                                 5




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<PAGE>
     amendment or supplement to the Prospectus so that the statements
     of any material facts in the Prospectus, as so amended and
     supplemented, will not when it is so delivered, in light of the
     circumstances under which such statements are made, be misleading,
     or so that the Prospectus will comply with law and it will furnish
     to the Underwriters and to such dealers as the Underwriters shall
     specify, at the sole expense of the Company, such number of copies
     thereof as such Underwriters or dealers may reasonably request;

             (g)    prior to any public offering of the Securities,
     they will cooperate with you and counsel for the Underwriters in
     connection with the registration or qualification of the
     Securities for offer and sale by the several Underwriters and by
     dealers under the state securities or blue sky laws of such
     jurisdictions as you may reasonably request (provided that the
     Offerors shall not be obligated to qualify as foreign corporations
     in any jurisdiction in which they are not so qualified or to take
     any action that would subject them to general consent to service
     of process in any jurisdiction in which they are not now so
     subject), and the Offerors will continue such qualification in
     effect so long as required by law for the distribution of the
     Securities and will file such consents to service of process or
     other documents as may be necessary in order to effect such
     registration or qualification (provided that the Offerors shall
     not be obligated to take any action that would subject it to
     general consent to service of process in any jurisdiction in which
     they are not now so subject);

             (h)    they will not, prior to the exercise in full or
     termination or expiration of the option to purchase the Option
     Securities, incur any liability or obligation, direct or
     contingent, or enter into any material transaction, other than in
     the ordinary course of business, except as contemplated by the
     Prospectus;

             (i)    they will make generally available to their
     security holders and furnish to the Underwriters as soon as
     reasonably practicable a consolidated earning statement covering a
     period of at least 12 months beginning after the "effective date"
     (as defined in Rule 158 under the Act) of the Registration
     Statement (but in no event commencing later than 90 days after
     such date) that will satisfy the provisions of Section 11(a) of
     the Act and Rule 158 thereunder, and will advise you in writing
     when such statement has been made so available;

             (j)    during the period of five years after the date
     of this Agreement, they will furnish to you a copy:  (i) as soon
     as practicable after the filing thereof, of each report filed by
     either of the Offerors with the Commission, any securities
     exchange or the National Association of Securities Dealers, Inc.
     ("NASD"); (ii) as soon as practicable after the release thereof,
     of each material press release in respect of either of the
     Offerors; (iii) as soon as available, of each report of the
     Company mailed to shareholders; and (iv) as soon as available,
     such other publicly available information concerning the Offerors
     as you may reasonably request;

                                 6


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             (k)    whether or not the transactions contemplated
     hereby are consummated or this Agreement becomes effective as to
     all of its provisions or is terminated, to pay all costs, fees,
     expenses and taxes incident to the performance by the Offerors of
     their obligations hereunder, including (i) the preparation,
     printing, filing and distribution under the Act of the
     Registration Statement (including financial statements and
     exhibits), each Preliminary Prospectus and all amendments and
     supplements to any of them prior to or during the period specified
     in paragraph (e) above of this Section 5, (ii) the word
     processing, reproduction and distribution of this Agreement, the
     Blue Sky Survey and any other agreements, memoranda,
     correspondence and other documents prepared and delivered by the
     Underwriters or their counsel in connection with the offering of
     the Securities (including in each case any disbursements of
     counsel for the Underwriters relating to such preparation and
     delivery), (iii) the registration or qualification of the
     Securities for offer and sale under the securities or blue sky
     laws of the several states, including in each case the fees and
     disbursements of counsel for the Underwriters, relating to such
     registration or qualification and memoranda relating thereto;
     provided however, in no event shall such fees and disbursements
     exceed $5,000, (iv) filings and clearance with the NASD in
     connection with the offering and sale of the Securities, (v) the
     listing of the Securities on the American Stock Exchange ("AMEX"),
     (vi) furnishing such copies of the Registration Statement, each
     Preliminary Prospectus, the Prospectus and all amendments and
     supplements thereto as may be requested for use in connection with
     the offering or sale of the Securities by the Underwriters or by
     dealers to whom the Securities may be sold, (vii) obtaining the
     opinions to be provided pursuant to Sections 8(f), 8(g) and 8(h)
     of this Agreement and (viii) the performance by the Offerors of
     all of their other obligations under this Agreement; provided that
     if the sale of the Securities provided for herein is not
     consummated because the Underwriters exercise their right to
     terminate this Agreement pursuant to Section 9 hereof and any of
     the following have occurred during the term of this Agreement:
     (a) there has been any material adverse change in the condition
     (financial or otherwise), earnings, affairs, business or prospects
     of the Company, or (b) either Offeror shall refuse or be unable to
     comply with any provision hereof (except as the result of a breach
     of this Agreement by the Underwriters), the Company will promptly
     reimburse the Underwriters upon demand for all reasonable out-of-
     pocket expenses (including the fees and disbursements of counsel
     for the Underwriters) that shall have been incurred by the
     Underwriters in connection with the proposed purchase and sale of
     Securities;

             (l)    they will use the net proceeds received by them
     from the sale of the Securities and the Subordinated Debentures in
     the manner specified in the Prospectus and will file such reports
     with the Commission with respect to the application of the
     proceeds therefrom as may be required in accordance with Rule 463
     under the Act and will furnish you copies of any such reports as
     soon as practicable after the filing thereof;

                                 7

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             (m)    if, at the time of effectiveness of the
     Registration Statement, any information shall have been omitted
     therefrom in reliance upon Rule 430A, then immediately following
     the execution and delivery of this Agreement, they will prepare,
     and file, or transmit for filing with the Commission in accordance
     with such Rule 430A and Rule 424(b), copies of an amended
     prospectus, or, if required by such Rule 430A, a post-effective
     amendment to the Registration Statement (including an amended
     prospectus), containing all information so omitted;

             (n)    they will cause the Securities to be listed,
     subject to notice of issuance or sale, on AMEX and will comply
     with all registration, filing and reporting requirements of AMEX;

             (o)    they will not take, directly or indirectly, any
     action designed to or which might reasonably be expected to
     constitute, cause or result in, under the Exchange Act or
     otherwise, the stabilization or manipulation of the price of any
     security of either Offeror to facilitate the sale or resale of the
     Securities;

             (p)    they will inform the Florida Department of
     Banking and Finance at any time prior to the consummation of the
     distribution of the Securities by the Underwriters if either of
     them commences engaging in business with the government of Cuba or
     with any person or affiliate located in Cuba, with such
     information to be provided within 90 days after the commencement
     thereof or after a change occurs with respect to previously
     reported information;

             (q)    they will use their best efforts to do and
     perform all things required to be done and performed under this
     Agreement by them prior to or after the Closing Date or any Option
     Closing Date, as the case may be, and to satisfy all conditions
     precedent to the delivery of the Securities;

             (r)    the Offerors will not distribute any prospectus
     or other offering material in connection with the offering and
     sale of the Securities other than any Preliminary Prospectus or
     the Prospectus or other materials permitted by the Act to be
     distributed by the Company; and

             (s)    in the event that the Subordinated Debentures
     are distributed to the holders of the Securities for any reason,
     the Offerors will use their respective best efforts to cause the
     Subordinated Debentures to be listed, subject to notice of
     issuance, at the time of such distribution, upon the American
     Stock Exchange, such other securities exchange or exchanges and/or
     the Nasdaq National Market upon which the Securities are then
     listed. The Company will thereafter comply with all registration,
     filing and reporting requirements of the American Stock Exchange
     or such other exchange or Nasdaq National Market upon which the
     Subordinated Debentures are listed.

                                 8

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     6.   Representations and Warranties.

             (a)    The Offerors jointly and severally represent and
     warrant to, and agree with, each Underwriter as of the date
     hereof, the Closing Date and each Option Closing Date (except for
     such representations that are specified as being made as of a
     particular date) as follows:

                    (i)   The Commission has not issued any order
             preventing or suspending the use of any Preliminary
             Prospectus relating to the proposed offering of the
             Securities nor instituted or threatened any proceedings
             for that purpose.  The Registration Statement, on the
             date it was or is declared effective by the Commission,
             each Preliminary Prospectus, on the date of the filing
             thereof with the Commission, and the Prospectus and any
             amendment or supplement thereto, on the date of filing
             thereof with the Commission (or if not filed, on the date
             provided by the Offerors to the Underwriters in
             connection with the offering and sale of the securities)
             and at the Closing Date and each Option Closing Date,
             conformed or will conform with the requirements of the
             Act, the Rules and Regulations and the Trust Indenture
             Act and the rules and regulations thereunder.  The
             Registration Statement, on the date it was or is declared
             effective by the Commission, upon the filing or first
             delivery to the Underwriters of the Prospectus (or any
             supplement to the Prospectus) and at the Closing Date and
             each Option Closing Date did not or will not contain an
             untrue statement of material fact or omit to state a
             material fact required to be stated therein or necessary
             to make the statements therein, in light of the
             circumstances under which they were made, not misleading;
             each Preliminary Prospectus, on the date of the filing
             thereof with the Commission, and the Prospectus and any
             amendment or supplement thereto, on the date of filing
             thereof with the Commission (or if not filed, on the date
             provided by the Offerors to the Underwriters in
             connection with the offering and sale of the Securities)
             and at the Closing Date and each Option Closing Date did
             not and will not include an untrue statement of material
             fact or omit to state a material fact required to be
             stated therein or necessary to make the statements
             therein, in light of the circumstances under which they
             were made, not misleading; provided that the foregoing
             shall not apply to statements in or omissions from the
             Registration Statement and the Prospectus made or omitted
             in reliance upon, and in conformity with, information
             relating to the Underwriters furnished in writing or via
             electronic mail to the Offerors by or on behalf of the
             Underwriters with your consent expressly for use therein.
             The Offerors hereby acknowledge for all purposes under
             this Agreement that (A) the statements set forth under
             the caption "Underwriting" in the Prospectus and (B) the
             stabilization legend on page 3 of the Prospectus
             constitute the only written information furnished to the
             Offerors by or on behalf of the Underwriters for use in
             the preparation of the Registration Statement or the
             Prospectus or any amendment or supplement thereto.


                                 9
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                    (ii)   The Company has been duly organized and
             is a validly existing corporation in good standing under
             the laws of Missouri and is duly registered as a bank
             holding company under the Bank Holding Company Act of
             1956, as amended (the "BHC Act"), supervised by the Board
             of Governors of the Federal Reserve System (the "FRB").
             Allegiant Bank (the "Bank"), Allegiant Real Estate
             Investment Trust (the "REIT"), Allegiant Investment
             Company ("AIC"), Allegiant Insurance Services Co.
             ("AISC") and Kratky Road, Inc. (together with the Bank,
             the REIT, AIC and AISC, collectively, the "Subsidiaries")
             and the Trust constitute the only subsidiaries of the
             Company.  Each Subsidiary has been duly organized and is
             validly existing and in good standing under the laws of
             its jurisdiction of incorporation or organization, as the
             case may be.  Each of the Company and its Subsidiaries
             has full power and authority, corporate or otherwise, to
             own or lease its properties and assets and to conduct its
             business as described in the Registration Statement and
             the Prospectus and is duly qualified to do business and
             in good standing in each jurisdiction in which it owns or
             leases real property or in which the conduct of its
             business or the ownership or leasing of property requires
             such qualification, except where the failure to be so
             qualified, either individually or in the aggregate, would
             not have a material adverse effect on the condition
             (financial or otherwise), business, assets, prospects,
             net worth or results of operations of the Trust, the
             Company and the Subsidiaries, taken as a whole (a
             "Material Adverse Effect"). Other than the Trust and the
             Subsidiaries, the Company owns no capital stock or other
             equity, ownership or proprietary interest in any company,
             partnership, association, trust or other entity.  The
             accounts of the Bank are insured by the Bank Insurance
             Fund and the Savings Association Insurance Fund of the
             Federal Deposit Insurance Corporation (the "FDIC") up to
             the maximum applicable amount in accordance with the
             rules and regulations of the FDIC, and no proceedings for
             the termination or revocation of such membership or
             insurance are pending, or, to the best knowledge of the
             Offerors, threatened.

                    (iii)   The Trust has been duly created and is
             validly existing in good standing as a business trust
             under the Delaware Act with full trust power and
             authority to own property and to conduct its business as
             described in the Registration Statement and Prospectus
             and to enter into and perform its obligations under this
             Agreement, the Securities, the Common Securities and the
             Trust Agreement and is authorized to do business in each
             jurisdiction in which such qualification is required,
             except where the failure to so qualify would not have a
             Material Adverse Effect.  The Trust has conducted and
             will conduct no business other than the transactions
             contemplated by the Trust Agreement and described in the
             Prospectus.  The Trust is not a party to or otherwise
             bound by any agreement other than those described in the
             Prospectus. Based upon federal income tax law as of the
             date hereof, as of the Closing and as of


                                 10
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             any Option Closing Date, the Trust is and will be
             classified for United States federal income tax purposes
             as a grantor trust and not as an association taxable as a
             corporation.  Based upon GAAP (as defined herein) as of
             the date hereof, as of the Closing Date and as of any
             Option Closing Date, the Trust is and, immediately after
             the offering and the sale of the Securities, will be
             treated as a consolidated subsidiary of the Company
             pursuant to generally accepted accounting principles.

                    (iv)   Except as contemplated in the Prospectus,
             subsequent to the respective dates as of which
             information is given in the Registration Statement and
             Prospectus, (A) none of the Offerors or the Subsidiaries
             has incurred any material liabilities or obligations,
             direct or contingent, or entered into any material
             transactions not in the ordinary course of business, nor
             purchased any of its outstanding capital stock or
             declared, paid or otherwise made any dividend or
             distribution of any kind on its capital stock or
             otherwise (other than the $.05 cash dividend per common
             share declared by the Company on April 1, 1999 and July
             1, 1999 and paid on April 15, 1999 and July 15, 1999,
             respectively), and (B) there has not been any material
             adverse change in either Offeror's or any Subsidiary's
             condition (financial or otherwise), business, affairs,
             prospects or results of operations or any material change
             in their respective capital stock, short-term debt or
             long-term debt.

                    (v)   The Subordinated Debentures have been duly
             authorized by the Company and at the Closing Date will
             have been duly executed by the Company and, when
             authenticated in the manner provided in the Indenture and
             delivered against payment therefor as described in the
             Prospectus, will constitute valid and binding obligations
             of the Company, enforceable against the Company in
             accordance with their terms, except as enforceability of
             the same may be limited by bankruptcy, insolvency,
             reorganization, moratorium or other similar laws
             affecting creditors' rights generally and by general
             equity principles, will be in the form contemplated by,
             and entitled to the benefits of, the Indenture and will
             conform in all material respects to the statements
             relating thereto in the Prospectus.

                    (vi)   The Common Securities have been duly
             authorized by the Trust and, when issued and delivered by
             the Trust to the Company against payment therefor as
             described in the Registration Statement and Prospectus,
             will be validly issued and (subject to the terms of the
             Trust Agreement) fully paid and nonassessable undivided
             beneficial interests in the assets of the Trust and will
             conform in all material respects to the statements
             relating thereto contained in the Prospectus.  The
             issuance of the Common Securities is not subject to
             preemptive or other similar rights.  At the Closing Date
             all of the issued and outstanding Common Securities of


                                  11
<PAGE>
<PAGE>
             the Trust will be directly owned by the Company free and
             clear of any security interest, mortgage, pledge, lien,
             encumbrance, claim or equity.

                    (vii)   The Securities have been duly authorized
             by the Trust Agreement and, when issued and delivered
             pursuant to this Agreement against payment of the
             consideration set forth herein, will be validly issued
             and fully paid and non-assessable undivided beneficial
             interests in the Trust, will be entitled to the benefits
             of the Trust Agreement and will in all material respects
             conform to the statements relating thereto contained in
             the Prospectus.  The issuance of the Securities is not
             subject to preemptive or other similar rights.  Holders
             of Securities will be entitled to the same limitation of
             personal liability under Delaware law as extended to
             stockholders of a private corporation for profit.

                    (viii)   Each of this Agreement, the Indenture,
             the Trust Agreement and the Guarantee Agreement has been
             duly authorized, executed and delivered by the Company
             and/or the Trust, as the case may be, and constitutes a
             legal, valid and binding obligation of the Company and/or
             the Trust, as the case may be, enforceable in accordance
             with its terms, except as enforceability of the same may
             be limited by bankruptcy, insolvency, reorganization,
             moratorium or other similar laws affecting creditors'
             rights generally and by general equity principles.  Each
             Offeror has full power and authority to enter into this
             Agreement, the Indenture, the Trust Agreement and the
             Guarantee Agreement, as the case may be, and, in the case
             of the Trust, to authorize, issue and sell the Securities
             as contemplated by this Agreement, and each of the
             Indenture and the Trust Agreement has been duly qualified
             under the Trust Indenture Act and will conform in all
             material respects to the statements relating thereto in
             the Registration Statement and the Prospectus.

                    (ix)   Neither the Company nor any Subsidiary is
             in violation of its respective Articles of Incorporation,
             charter or by-laws.  The Trust is not in violation of the
             Trust Agreement or its certificate of trust filed with
             the State of Delaware on June 30, 1999 (the "Certificate
             of Trust").  Neither Offeror nor any Subsidiary is in
             violation of or in breach of or in default in (nor has
             any event occurred that with notice or lapse of time, or
             both, would be a breach of or a default in) the
             performance of any obligation, agreement or condition
             contained in any agreement, lease, contract, permit,
             license, franchise agreement, mortgage, loan agreement,
             debenture, note, deed of trust, bond, indenture or other
             evidence of indebtedness or any other instrument or
             obligation (collectively, "Obligations and Instruments")
             to which any of them is a party or by which any of them
             or any of their respective properties or assets is bound
             or affected (except for such contravention or default as
             would not have a Material Adverse Effect).  Neither
             Offeror nor any Subsidiary is in violation of any
             statute, judgment,


                                 12
<PAGE>
<PAGE>
             decree, order, rule or regulation (collectively, "Laws")
             applicable to any of them or any of their respective
             properties or assets that, alone, or together with other
             violations of Laws would result in a Material Adverse
             Effect.  To the best knowledge of the Offerors, no other
             party under any contract or other agreement to which
             either Offeror or any Subsidiary is a party is in
             material default thereunder except for such defaults as
             would not individually or in the aggregate result in a
             Material Adverse Effect.

                    (x)   The execution, delivery and performance of
             this Agreement, the Indenture, the Trust Agreement and
             the Guarantee Agreement and the consummation of the
             transactions contemplated hereby or thereby will not,
             alone or upon notice or the passage of time or both,
             (A) require any consent, approval, authorization or other
             order of any court, regulatory body, administrative
             agency or other governmental body or third party (except
             such as may be required under the Act and the securities
             or blue sky laws of the various states or by the NASD),
             (B) result in the creation or imposition of any lien,
             charge or encumbrance upon any of the properties or
             assets of either Offeror pursuant to the terms and
             provisions of any Obligation or Instrument, (C) conflict
             with or constitute a breach or default under any
             Obligation or Instrument to which either Offeror is a
             party or by which either of them or any of their
             respective properties or assets is bound (except for such
             creation, conflict, breach or default as would not have a
             Material Adverse Effect), or conflict with or result in a
             breach or violation of any of the terms and provisions of
             the Company's Articles of Incorporation, as amended, or
             by-laws, the Trust's Trust Agreement or its Certificate
             of Trust, or (D) assuming compliance with the Act and all
             applicable state securities or Blue Sky laws, violate or
             conflict with any Laws applicable to the Company or any
             of its properties or assets (except for such violation or
             conflict as would not have a Material Adverse Effect).
             No action, suit or proceeding before any court or
             arbitrator or any governmental body, agency or official
             (domestic or foreign) is pending against or, to the best
             knowledge of the Offerors, threatened against either
             Offeror, that, if adversely determined, could reasonably
             be expected to in any manner invalidate this Agreement,
             the Indenture, the Trust Agreement or the Guarantee
             Agreement.

                    (xi)   Except as set forth in the Prospectus,
             there is no action, suit, proceeding, inquiry or
             investigation, governmental or otherwise, before any
             court, arbitrator or governmental agency or body
             (collectively, "Proceedings") pending to which either
             Offeror or any Subsidiary is a party or to which any of
             their respective properties or assets are subject, that,
             if determined adversely to them, might result in a
             Material Adverse Effect, or that seeks to restrain,
             enjoin, prevent the consummation of or otherwise
             challenge the issuance or sale of any of the Securities
             to be sold




                                 13
<PAGE>
<PAGE>
             hereunder, and, to the best knowledge of the Offerors, no
             such Proceedings are threatened or contemplated.

                    (xii)   There is no contract, document,
             agreement or transaction to which either Offeror or any
             Subsidiary is a party, or that involved or involves any
             of them or any of their respective properties or assets
             that is required to be described in or filed as exhibits
             to the Registration Statement or the Prospectus by the
             Act or the Rules and Regulations that have not been so
             described or filed.

                    (xiii)   No action has been taken with respect
             to either Offeror, and, to the best knowledge of the
             Offerors, no statute, rule, regulation or order has been
             enacted, adopted or issued by any governmental agency
             that suspends the effectiveness of the Registration
             Statement, prevents or suspends the use of any
             Preliminary Prospectus or the Prospectus or suspends the
             sale of the Securities in any jurisdiction referred to in
             Section 5(g) hereof.  No injunction, restraining order or
             order of any nature by a federal or state court of
             competent jurisdiction has been issued with respect to
             either Offeror that might prevent the issuance of the
             Securities, suspend the effectiveness of the Registration
             Statement, prevent or suspend the use of any Preliminary
             Prospectus or the Prospectus or suspend the sale of the
             Securities in any jurisdiction referred to in
             Section 5(g) hereof; and every request of the Commission,
             or any securities authority or agency of any
             jurisdiction, for additional information (to be included
             in the Registration Statement or the Prospectus or
             otherwise) has been complied with in all material
             respects).

                    (xiv)   All of the issued and outstanding shares
             of capital stock of the Company are duly authorized and
             are validly issued, fully paid and non-assessable, have
             been issued in compliance with all federal and state
             securities laws, were not issued in violation of or
             subject to any preemptive rights or other rights to
             subscribe for or purchase securities, and the holders
             thereof are not subject to personal liability by reason
             of being such holders.  The authorized, issued and
             outstanding capital stock of the Company is as set forth
             in the Registration Statement and Prospectus under the
             caption "Capitalization."  Except as otherwise stated in
             the Registration Statement and Prospectus, there are no
             preemptive rights or other rights to subscribe for or to
             purchase, or any restriction upon the voting or transfer
             of, any shares of the Company's capital stock pursuant to
             the Company's Articles of Incorporation, as amended, by-
             laws or any agreement or other instrument to which the
             Company is a party to by which the Company is bound.
             Neither the filing of the Registration Statement nor the
             offering or sale of the Subordinated Debentures or
             Securities as contemplated by this Agreement gives rise
             to any rights for or relating to the registration of any
             shares of capital stock of the Company.  All of the
             issued and outstanding shares of capital stock of each
             Subsidiary have been duly and validly



                                 14
<PAGE>
<PAGE>
             authorized and issued and are fully paid and
             nonassessable, and the Company owns of record and
             beneficially, free and clear of any security interests,
             claims, liens, proxies, equities or other encumbrances,
             all of the issued and outstanding shares of such stock.
             Except as described in the Registration Statement and the
             Prospectus and except for stock options granted to
             employees and directors of the Company and the
             Subsidiaries (which have been disclosed in the
             Registration Statement to the extent required by the Act
             or the Exchange Act), there are no options, warrants,
             agreements, contracts or other rights in existence to
             purchase or acquire from the Company or any Subsidiary
             any shares of the capital stock of the Company or such
             Subsidiary.

                    (xv)   The Indenture, the Trust Agreement and
             the Guarantee Agreement are in substantially the
             respective forms filed as exhibits to the Registration
             Statement.

                    (xvi)   The Company's obligations under the
             Guarantee Agreement are subordinated and junior in right
             of payment to all Senior Indebtedness (as defined in the
             Indenture) of the Company.

                    (xvii)   The Subordinated Debentures are
             subordinate and junior in right of payment to all Senior
             Indebtedness of the Company.

                    (xviii)   Each of the Administrators is an
             employee of the Company and has been duly authorized by
             the Company to execute and deliver the Trust Agreement.

                    (xix)   Neither Offeror nor any Subsidiary has
             violated any foreign, federal, state or local law or
             regulation relating to the protection of human health and
             safety, the environment or hazardous or toxic substances
             or wastes, pollutants or contaminants ("Environmental
             Laws") that, in each case or in the aggregate, might
             result in a Material Adverse Effect.  None of the
             property owned or leased by either Offeror or any
             Subsidiary is contaminated with any waste or hazardous
             substances that might reasonably be expected to result in
             a Material Adverse Effect, nor may either Offeror or any
             Subsidiary be deemed an "owner or operator" of a
             "facility" or "vessel" that owns, possesses, transports,
             generates, discharges or disposes of a "hazardous
             substance" as those terms are defined in Section 9601 of
             the Comprehensive Response Compensation and Liability Act
             of 1980, U.S.C. Section 9601 et seq., except as would not
             reasonably be expected to result in a Material Adverse
             Effect.

                    (xx)   Each of the Company and the Subsidiaries
             is in compliance in all material respects with all
             presently applicable provisions of the Employee
             Retirement Income Security Act of 1974, as amended
             ("ERISA").  No "reportable event" (as defined in ERISA)
             has occurred with respect to



                                 15
<PAGE>
<PAGE>
             any "pension plan" (as defined in ERISA) which would have
             a Material Adverse Effect for which the Company or any
             Subsidiary would have any liability.  Neither the Company
             nor any Subsidiary has incurred or expects to incur
             liability under (A) Title IV of ERISA with respect to
             termination of, or withdrawal from, any "pension plan,"
             or (B) Section 412 or 4971 of the Internal Revenue Code
             or 1986, as amended, including the regulations and
             published interpretations thereunder (the "Code"), in
             each case which is not reasonably likely to have a
             Material Adverse Effect.  Each "pension plan" for which
             the Company or any Subsidiary would have any liability
             that is intended to be qualified under Section 501(a) of
             the Code is so qualified in all material respects and
             nothing has occurred, whether by action or by failure to
             act, which would cause the loss of such qualification,
             except for such losses as would not have a Material
             Adverse Effect.

                    (xxi)   The Offerors and the Subsidiaries hold
             such permits, licenses, franchises and authorizations of
             governmental or regulatory authorities or third parties
             ("Permits"), including, without limitation, under any
             applicable Environmental Laws, as are necessary to own,
             lease and operate their respective properties and assets
             and to conduct their respective businesses, except where
             the failure to have any such Permit would not have a
             Material Adverse Effect.  The Offerors and the
             Subsidiaries have fulfilled and performed all of their
             respective material obligations with respect to such
             Permits, and no event has occurred that allows, or after
             notice or lapse of time or both, would allow revocation
             or termination thereof or result in any other material
             impairment of the rights of the holder of any such
             Permit.

                    (xxii)   Neither of the Offerors nor any
             Subsidiary is an "investment company", a company
             "controlled" by an "investment company" or an "investment
             adviser" within the meaning of the Investment Company Act
             of 1940, as amended (the "Investment Company Act").

                    (xxiii)   The Offerors and the Subsidiaries have
             good and marketable title, free and clear of all liens,
             claims, encumbrances and restrictions (except liens for
             taxes not yet due and payable) to all property and assets
             described in the Registration Statement as being owned by
             them, except as described or referred to in the
             Prospectus.  All leases to which either Offeror or any
             Subsidiary is a party are, subsisting, valid and binding
             and no default of such Offeror or Subsidiary or, to the
             best knowledge of the Offerors, any other person has
             occurred or is continuing thereunder that might
             reasonably be expected to result in a Material Adverse
             Effect.  Such Offeror or Subsidiary enjoys peaceful and
             undisturbed possession under all such leases to which
             they are a party as lessee with such exceptions as do not
             materially interfere with the use made thereof by such
             Offeror or Subsidiary.



                                       16

<PAGE>
<PAGE>

                    (xxiv)   The Offerors and the Subsidiaries
             maintain reasonably adequate insurance for the conduct of
             their respective businesses in accordance with prudent
             business practices with reputable third-party insurers.

                    (xxv)   To the best knowledge of the Offerors,
             Ernst & Young LLP and BDO Seidman, LLP, the accounting
             firms that have certified or reviewed, or shall certify
             or review, the financial statements and supporting
             schedules filed or to be filed with the Commission as
             part of the Registration Statement and the Prospectus,
             are independent public accounting firms with respect to
             the Trust, the Company and the Subsidiaries as required
             by the Act.

                    (xxvi)   The consolidated financial statements
             of the Company, together with related notes and schedules
             of the Company included in the Registration Statement and
             the Prospectus, comply in all material respects with the
             requirements of the Act and the Exchange Act, are
             accurate and present fairly the financial position,
             results of operations and cash flows of the Company at
             the indicated dates and for the indicated periods.  Such
             financial statements have been prepared in accordance
             with generally accepted accounting principles ("GAAP"),
             consistently applied throughout the periods involved, and
             all adjustments necessary for a fair presentation of
             results for such periods have been made.  The summary and
             selected financial and other data included in the
             Registration Statement and the Prospectus present fairly
             the information shown therein and, as applicable, have
             been compiled on a basis consistent with the audited
             financial statements included therein.

                    (xxvii)   No holder of any security of either
             Offeror has any right to require inclusion of any such
             security in the Registration Statement. There are no
             preemptive rights with respect to the offering being made
             by the Prospectus.

                    (xxviii)   No labor dispute with the employees
             of either Offeror or any Subsidiary exists, or to the
             best knowledge of the Offerors, is imminent, that could
             reasonably be expected to result in a Material Adverse
             Effect.

                    (xxix)   Each of the Offerors and each
             Subsidiary has filed or caused to be filed, or has
             properly filed extensions for, all foreign, federal,
             state and local income, value added and franchise tax
             returns and has paid all taxes and assessments shown
             thereon as due, except for such taxes and assessments as
             are disclosed or adequately reserved against and that are
             being contested in good faith by appropriate proceedings,
             promptly instituted and diligently conducted.  All
             material tax liabilities are adequately




                                       17
<PAGE>
<PAGE>
             provided for on the books of such Offeror or Subsidiary,
             and there is no material tax deficiency that has been or
             might be asserted against any of them that is not so
             provided for.

                    (xxx)   The Offerors and the Subsidiaries own or
             possess, or can acquire on reasonable terms, the patents,
             patent rights, licenses, inventions, copyrights, know-how
             (including trade secrets and other unpatented and or
             unpatentable proprietary or confidential information,
             systems or procedures), trademarks, service marks and
             trade names (collectively, "Patents and Proprietary
             Rights") currently employed by them in connection with
             the businesses they now operate, except where the failure
             to so own, possess or acquire such Patents and
             Proprietary Rights would not have a Material Adverse
             Effect.  Neither of the Offerors nor any Subsidiary has
             received any notice or is otherwise aware of any
             infringement of or conflict with asserted rights of
             others with respect to any Patent or Proprietary Rights
             that, if the subject of any unfavorable decision, ruling
             or finding, singly or in the aggregate, could reasonably
             be expected to result in a Material Adverse Effect.

                    (xxxi)   Each Offeror and each Subsidiary is
             conducting and intends to conduct its business so as to
             comply in all material respects with applicable federal,
             state, local and foreign government Laws, except where
             the failure to comply would not have a Material Adverse
             Effect.  Except as set forth in the Registration
             Statement and the Prospectus, neither of the Offerors nor
             any Subsidiary is charged with or, to the best knowledge
             of the Offerors, under investigation with respect to, any
             material violation of any such Laws.

                    (xxxii)   Neither Offeror has taken, directly or
             indirectly, any action designed to or which has
             constituted or that might reasonably be expected to cause
             or result, under the Exchange Act or otherwise, in
             stabilization or manipulation of the price of any
             security of either Offeror to facilitate the sale or
             resale of the Securities.

                    (xxxiii)   None of the Offerors, any Subsidiary
             nor, to the best knowledge of the Offerors, any employee
             or agent of any of them has made any payment of funds of
             such Offeror or Subsidiary or received has retained any
             funds in violation of any Law, rule or regulation
             (including, without limitation, the Foreign Corrupt
             Practices Act) or of a character required to be disclosed
             in the Prospectus.  Neither of the Offerors nor any
             Subsidiary has, at any time during the past five years,
             (A) made any unlawful contributions to any candidate for
             any political office, or failed fully to disclose any
             contribution in violation of law, or (B) made any
             unlawful payment to state, federal or foreign government
             officer or officers, or other person charged with similar
             public or quasi-public duty.




                                       18
<PAGE>
<PAGE>

                    (xxxiv)   Each of the Company and the
             Subsidiaries maintains a system of internal accounting
             controls sufficient to provide reasonable assurance that
             (i) transactions are executed in accordance with
             management's general or specific authorizations,
             (ii) transactions are recorded as necessary to permit
             preparation of financial statements in conformity with
             GAAP and to maintain asset accountability, and
             (iii) access to assets is permitted only in accordance
             with management's general or specific authorization.

                    (xxxv)   The Offerors have not distributed any
             prospectus or other offering material in connection with
             the offering and sale of the Securities other than any
             Preliminary Prospectus or the Prospectus or other
             materials permitted by the Act to be distributed by the
             Company.

                    (xxxvi)   Other than as contemplated by this
             Agreement or described in the Registration Statement,
             neither Offeror has incurred any liability for any
             finder's or broker's fee or agent's commission in
             connection with the execution and delivery of this
             Agreement or the consummation of the transactions
             contemplated hereby.

                    (xxxvii)   The Bank is in good standing with the
             Division of Finance of the State of Missouri (the
             "Division of Finance"); each of the other Subsidiaries is
             in good standing with the Secretary of State of its state
             of incorporation or organization, as the case may be; and
             the activities of the Company and the Subsidiaries are
             permitted under applicable federal and state banking laws
             and regulations. The Company has all necessary approvals,
             including the approvals of the Division of Finance and/or
             the FRB, as applicable, to own the capital stock of the
             Subsidiaries.  Neither the Company nor any of the
             Subsidiaries is a party or subject to any agreement or
             memorandum with, or directive or order issued by, the
             FRB, the Division of Finance, the FDIC or any other
             regulatory authority having jurisdiction over it (the
             "Regulators"), which imposes any restrictions or
             requirements not generally applicable to entities of the
             same type as the Company and the Subsidiaries.  Neither
             the Company nor any Subsidiary is subject to any
             directive from any Regulator to make any material change
             in the method of conducting their respective businesses,
             and no such directive is pending or, to the best
             knowledge of the Offerors, threatened by such Regulators.

                    (xxxviii)   The Offerors expect that the
             Securities will qualify as "Tier 1" capital (as defined
             in 12 C.F.R. Part 325 and subject to the limitations set
             forth therein) to the extent described under
             "Capitalization" in the Prospectus.

                    (xxxix)   The Bank has properly administered, in
             all material respects, all accounts for which it acts as
             a fiduciary, including, but not limited to,




                                       19
<PAGE>
<PAGE>
             accounts for which it serves as a trustee, agent,
             custodian, personal representative, guardian, conservator
             or investment advisor, in accordance with the terms of
             the governing documents and applicable state and federal
             law and regulation and common law.  Neither the Bank nor
             any of its directors, officers or employees has committed
             any material breach of trust with respect to any such
             fiduciary account, and the accountings for each such
             fiduciary account are true and correct in all material
             respects and accurately reflect the assets of such
             fiduciary account in all material respects.

                    (xl)   The conditions for use of Form S-2, as
             set forth in the General Instructions thereto, have been
             satisfied.

                    (xli)   The Offerors and the Subsidiaries are in
             compliance with all provisions of Section 1 of Florida
             Statutes, Section 517.075, An Act Relating to Disclosure
             of Doing Business with Cuba.

             (b)    Any certificate signed by any officer of the
     Company or a trustee of the Trust and delivered to you or to counsel for
     the Underwriters shall be deemed a representation and warranty jointly
     and severally made by the Offerors to each Underwriter as to the matters
     covered thereby and shall be deemed incorporated herein in its entirety
     and shall be effective as if such representation and warranty were made
     herein.

     7.   Indemnification.

             (a)    The Offerors jointly and severally agree to
     indemnify and hold harmless each of the Underwriters and each
     person, if any, who controls each of the Underwriters within the
     meaning of Section 15 of the Act or Section 20 of the Exchange Act
     (the "indemnified parties") from and against any and all losses,
     claims, damages, liabilities and judgments caused by, arising out
     of, related to or based upon any untrue statement or alleged
     untrue statement of a material fact contained in the Registration
     Statement (as amended or supplemented if the Offerors shall have
     furnished any amendments or supplements thereto), including the
     information deemed to be part of the Registration Statement at the
     time of effectiveness pursuant to Rule 430A, if applicable, or the
     Prospectus or any Preliminary Prospectus or caused by any omission
     or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements therein, in
     light of the circumstances under which they were made, not
     misleading; provided, however, that the Offerors shall not be
     liable in any such case to the extent that such losses, claims,
     damages, liabilities or judgments are caused by an untrue
     statement or omission made or omitted in reliance upon, and in
     conformity with, information relating to the Underwriters
     furnished in writing to the Offerors by or on behalf of the
     Underwriters with your consent expressly for use therein.



                                       20
<PAGE>
<PAGE>

             (b)    In case any action shall be brought against any
     of the indemnified parties, based upon any Preliminary Prospectus,
     the Registration Statement or the Prospectus or any amendment or
     supplement thereto and with respect to which indemnity may be
     sought against the Offerors, such indemnified parties shall
     promptly notify the Offerors in writing (but the failure so to
     notify shall not relieve the Offerors of any liability that they
     may otherwise have to such indemnified parties under this
     Section 7 (although the Offerors' liability to an indemnified
     party may be reduced on a monetary basis to the extent, but only
     to the extent, they have been prejudiced by such failure on the
     part of such indemnified party)) and the Offerors shall promptly
     assume the defense thereof, including the employment of counsel
     satisfactory to such indemnified party and payment of all fees and
     expenses.  The indemnified parties shall each have the right to
     employ separate counsel in any such action and participate in the
     defense thereof, but the fees and expenses of such counsel shall
     be at the expense of such indemnified parties unless (i) the
     employment of such counsel shall have been specifically authorized
     by the Offerors, (ii) the Offerors shall have failed to assume
     promptly the defense or to employ counsel reasonably satisfactory
     to such indemnified party or (iii) the named parties to any such
     action (including any impleaded parties) include both the
     indemnified parties and the Offerors, and an indemnified party
     shall have been advised by counsel that there may be one or more
     legal defenses available to one or more of the indemnified parties
     that are different from or additional to those available to the
     Offerors (in which case the Offerors shall not have the right to
     assume the defense of such action on behalf of such indemnified
     party, it being understood, however, that the Offerors shall not,
     in connection with any one such action or separate but
     substantially similar or related actions in the same jurisdiction
     arising out of the same general allegations or circumstances, be
     liable for the fees and expenses of more than one separate firm of
     attorneys (in addition to any local counsel) for the indemnified
     parties, which firm shall be designated in writing by you and that
     all such fees and expenses shall be reimbursed promptly as they
     are incurred). The Offerors shall not be liable for any settlement
     of any such action effected without their written consent, which
     consent shall not be unreasonably withheld, but if settled with
     the written consent of the Offerors, the Offerors agree to
     indemnify and hold harmless the indemnified parties from and
     against any and all loss or liability by reason of such
     settlement.  Notwithstanding the foregoing sentence, if at any
     time an indemnified party shall have requested an indemnifying
     party to reimburse the indemnified party for fees and expenses of
     counsel as contemplated by the second sentence of this paragraph,
     the indemnifying party agrees that it shall be liable for any
     settlement of any proceeding effected without its written consent
     if (i) such settlement is entered into more than 10 business days
     after delivery by registered or certified mail to the proper
     address for notice to such indemnifying party of the aforesaid
     request (whether or not such delivery is accepted) and (ii) such
     indemnifying party shall not have reimbursed the indemnified party
     in accordance with such request prior to the date of such
     settlement.  No indemnifying party shall, without the prior
     written


                                       21
<PAGE>
<PAGE>
     consent of the indemnified party, effect any settlement of any
     pending or threatened proceeding in respect of which any
     indemnified party is or could have been a party and indemnity
     could have been sought hereunder by such indemnified party, unless
     such settlement includes an unconditional and complete release in
     writing of such indemnified party from any and all liability on
     claims that are the subject matter of such proceeding, which such
     settlement shall be in form and substance satisfactory to the
     indemnified party.  The indemnification provided in this Section 7
     shall be in addition to any liability which the Offerors may
     otherwise have.

             (c)    The Underwriters agree, severally and not
     jointly, to indemnify and hold harmless the Offerors and their
     directors, officers and trustees who sign the Registration
     Statement and any person controlling the Company within the
     meaning of Section 15 of the Act or Section 20 of the Exchange
     Act, to the same extent as the foregoing indemnity from the
     Offerors to the Underwriters but only with reference to
     information stated in or omitted from the Registration Statement,
     the Prospectus or any Preliminary Prospectus in reliance upon, and
     in conformity with, information relating to the Underwriters
     furnished in writing or via electronic mail to the Offerors by or
     on behalf of the Underwriters with your consent expressly for use
     therein.  In case any action shall be brought against the Offerors
     or any other such person based on the Registration Statement, the
     Prospectus or any Preliminary Prospectus and in respect of which
     indemnity may be sought against the Underwriters, the Underwriters
     shall have the rights and duties given to the Offerors by
     Section 7(b) hereof (except that if the Offerors shall have
     assumed the defense thereof, such Underwriter shall not be
     required to do so, but may employ separate counsel therein and
     participate in the defense thereof but the fees and expenses of
     such counsel shall be at the expense of such Underwriter), and the
     Offerors and such other persons shall have the rights and duties
     given to the "indemnified parties" by Section 7(b) hereof.

             (d)    If the indemnification provided for in this
     Section 7 is for any reason unavailable to an indemnified party or
     insufficient to hold such indemnified party harmless in respect of
     any losses, claims, damages, liabilities or judgments referred to
     therein, then each indemnifying party, in lieu of indemnifying
     such indemnified party, shall contribute to the amount paid or
     payable by such indemnified party as a result of such losses,
     claims, damages, liabilities and judgments (i) in such proportion
     as is appropriate to reflect the relative benefits received by the
     Offerors on the one hand and the Underwriters on the other from
     the offering of the Securities or (ii) if the allocation provided
     in clause (i) above is not permitted by applicable law, in such
     proportion as is appropriate to reflect not only the relative
     benefits referred to in clause (i) above but also the relative
     fault of the Offerors on the one hand and the Underwriters on the
     other in connection with the statements or omissions or alleged
     statements or omissions that resulted in such losses, claims,
     damages, liabilities or judgments, as well as any other relevant
     equitable considerations.  The relative benefits received by the
     Offerors



                                       22
<PAGE>
<PAGE>
     on the one hand and the Underwriters on the other shall be deemed
     to be in the same proportion as the total net proceeds from the
     offering and sale of the Securities (before deducting expenses)
     received by the Offerors on the one hand, and the total
     underwriting commissions received by the Underwriters on the
     other, bears to the total price to the public of the Securities,
     in each case as set forth on the cover page of the Prospectus.
     The relative fault of the Offerors and the Underwriters shall be
     determined by reference to, among other things, whether the untrue
     or alleged untrue statement of a material fact or the omission or
     the alleged omission to state a material fact relates to
     information supplied by the Offerors or the Underwriters and the
     parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such statement or omission.

              The Offerors and the Underwriters agree that it would not be
     just and equitable if contribution pursuant to this Section 7(d) were
     determined by pro rata allocation or by any other method of allocation
     that does not take account of the equitable considerations referred to
     in the immediately preceding paragraph.  The amount paid or payable by
     an indemnified party as a result of the losses, claims, damages,
     liabilities or judgments referred to in the immediately preceding
     paragraph shall be deemed to include, subject to the limitations set
     forth above, any legal or other expenses reasonably incurred by such
     indemnified party in connection with investigating or defending any such
     action or claim.  Notwithstanding the provisions of this Section 7, no
     Underwriter shall be required to contribute any amount in excess of the
     amount by which the total price at which the Securities underwritten by
     it and distributed to the public were offered to the public exceeds the
     amount of any damages which such Underwriter has otherwise paid or been
     required to pay by reason of such untrue or alleged untrue statement or
     omission or alleged omission.  No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall
     be entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation.  The Underwriters' obligation in this
     Section 7(d) to contribute are several in proportion to the respective
     amounts of Securities purchased hereunder by each Underwriter and not
     joint.

     8.      Conditions of the Obligations of the Underwriters.  The
obligations of the several Underwriters to purchase and pay for the Firm
Securities on the Closing Date and the Option Securities on any Option
Closing Date are subject to the fulfillment of each of the following
conditions on or prior to the Closing Date and each Option Closing Date:

         (a)    All the representations and warranties of the
     Offerors contained in this Agreement and in any certificate
     delivered hereunder shall be true and correct on the Closing Date
     and each Option Closing Date with the same force and effect as if
     made on and as of the Closing Date or Option Closing Date, as
     applicable, except for any such representations and warranties
     made as of a specified date, which shall be true and correct as of
     such date.  The Offerors shall not have failed at or prior to the
     Closing Date or Option Closing Date, as applicable, to perform or



                                       23
<PAGE>
<PAGE>
     comply in all respects with any of the agreements herein contained
     and required to be performed or complied with by them at or prior
     to the Closing Date or Option Closing Date, as applicable.

         (b)    If the Registration Statement is not effective at
     the time of the execution and delivery of this Agreement, the
     Registration Statement shall have become effective (or, if a post-
     effective amendment is required to be filed pursuant to Rule 430A
     under the Act, such post-effective amendment shall have become
     effective) not later than 4:30 P.M., Chicago time, on the date
     immediately following the date of this Agreement or such later
     time as you may approve in writing or, if the Registration
     Statement has been declared effective prior to the execution and
     delivery hereof in reliance on Rule 430A, the Prospectus shall
     have been filed as required thereby, if necessary; and at the
     Closing Date and each applicable Option Closing Date, no stop
     order suspending the effectiveness of the Registration Statement
     shall have been issued and no proceedings for that purpose shall
     have been commenced or shall be pending before or, to the best
     knowledge of the Underwriters and the Offerors, threatened by the
     Commission.  Every request for additional information on the part
     of the Commission shall have been complied with to the
     Underwriters' satisfaction.  No stop order suspending the sale of
     the Securities in any jurisdiction referred to in Section 5(g)
     shall have been issued, and no proceeding for that purpose shall
     have been commenced or shall be pending or threatened.

         (c)    The Securities shall have been qualified for sale
     under the blue sky laws of such states as shall have been
     specified by you in accordance with Section 5(g).

         (d)    The legality and sufficiency of the authorization,
     issuance and sale or transfer and sale of the Securities
     hereunder, the execution and delivery of this Agreement and all
     corporate proceedings and other legal matters incident thereto,
     and the form of the Registration Statement and the Prospectus
     (except financial statements) shall have been approved by counsel
     for the Underwriters exercising reasonable judgment, and no
     Underwriter shall have advised the Company that the Registration
     Statement or the Prospectus, or any amendment or supplement
     thereto, contains an untrue statement of material fact, or omits
     to state a fact that in your opinion is material and is required
     to be stated therein or is necessary to make the statements
     therein not misleading.

         (e)    Subsequent to the execution and delivery of this
     Agreement, there shall not have occurred any material change, or
     any material development involving a prospective change, in or
     affecting particularly the business or properties of the Offerors
     or the Subsidiaries, whether or not arising in the ordinary course
     of business, that, in your judgment, makes it impractical or
     inadvisable to proceed with the public offering or purchase of the
     Securities as contemplated hereby.




                                       24
<PAGE>
<PAGE>

             (f)    You shall have received an opinion (satisfactory
     to you and your counsel) dated the Closing Date or the Option
     Closing Date, as the case may be, of Thompson Coburn LLP, counsel
     for the Offerors, to the effect that:

                    (i)   The Company has been duly organized and is
             a validly existing corporation in good standing under the
             laws of Missouri. Each of the Subsidiaries (other than
             the Trust) has been duly organized and is validly
             existing as a bank or other entity in good standing under
             the laws under which it was organized.  Each of the
             Company and the Subsidiaries (other than the Trust) has
             all necessary power and authority, corporate or
             otherwise, to own, lease and operate their respective
             properties and assets and to conduct their respective
             businesses as described in the Registration Statement and
             the Prospectus, and each is duly qualified to do business
             as a foreign corporation or other applicable form of
             business organization and is in good standing in each
             jurisdiction in which its ownership or lease of real
             property or the conduct of its business makes such
             qualification necessary, except when the failure to so
             qualify would not have a Material Adverse Effect.

                    (ii)   Each Offeror has all necessary power and
             authority, corporate, trust or otherwise, to enter into
             and perform this Agreement, the Indenture, the Trust
             Agreement and the Guarantee Agreement, as applicable, and
             to effect the transactions contemplated hereby or
             thereby.  The performance of the Offerors' respective
             obligations hereunder and under the Indenture, the Trust
             Agreement and the Guarantee Agreement, as applicable,
             have been duly authorized by all necessary action.  This
             Agreement, the Indenture, the Trust Agreement and the
             Guarantee Agreement have been duly executed and delivered
             by and on behalf of the Trust and/or the Company, as
             applicable, and, assuming due authorization, execution
             and delivery of such agreements by the other parties
             thereto, constitute legal, valid and binding agreements
             of the Trust and/or the Company, as applicable,
             enforceable in accordance with their respective terms,
             except as enforceability of the same may be limited by
             bankruptcy, insolvency, fraudulent transfer,
             reorganization, moratorium or other similar laws of
             general applicability relating to or affecting creditors'
             rights generally and by general equity principles and
             limitations under the Act as to the enforceability of
             indemnification provisions.  No approval, consent, order,
             authorization, designation, declaration or filing by or
             with any regulatory, administrative or other governmental
             body or, to the best of such counsel's knowledge, after
             due inquiry, third party, is necessary in connection with
             the execution and delivery of this Agreement, the
             Indenture, the Trust Agreement or the Guarantee Agreement
             and the consummation of the transactions contemplated
             herein or therein or as contemplated by the Prospectus
             (other than as may be required by the Trust Indenture
             Act, the



                                       25
<PAGE>
<PAGE>
             NASD or as required by state securities or blue sky laws,
             as to which such counsel need express no opinion) except
             such as have been obtained or made, with counsel
             specifying the same.

                    (iii)   The authorized capital stock of the
             Company is as set forth in the Prospectus under
             "Capitalization".  Based solely upon a certificate
             received from the Company's transfer agent, the issued
             and outstanding capital stock of the Company is as set
             forth in the Prospectus under "Capitalization".  All of
             the shares of outstanding capital stock of the Company
             have been duly authorized and validly issued, are non-
             assessable and were not issued in violation of any
             preemptive rights or, to the best of such counsel's
             knowledge, other rights to subscribe for or purchase
             securities.  The shares of outstanding capital stock of
             the Company indicated on Schedule II hereto and, based
             solely upon a certificate received from the Company, all
             other outstanding shares of capital stock of the Company
             are fully paid. Except as set forth in the Registration
             Statement and the Prospectus and except for stock options
             granted to employees and directors of the Company and the
             Subsidiaries (which have been described in the
             Registration Statement to the extent required by the Act
             or the Exchange Act), to the best of such counsel's
             knowledge, no options, warrants or other rights to
             convert any obligation into, or exchange any securities
             for, shares of capital stock or ownership interests in
             the Company are outstanding.

                    (iv)   To the best of such counsel's knowledge,
             after due inquiry, neither the filing of the Registration
             Statement or any amendment thereto nor the offer and sale
             of the Securities to the Underwriters as contemplated by
             this Agreement gives rise to any rights, nor do any
             rights exist, for or relating to the registration under
             the Act of any securities of either Offeror.

                    (v)   The Registration Statement has become
             effective under the Act, the Prospectus has been filed as
             required by this Agreement, if necessary, and to the best
             of such counsel's knowledge:  (a) after telephonic
             inquiry of the Commission, no stop order suspending the
             effectiveness of the Registration Statement has been
             issued; and (b) no proceedings for that purpose are
             pending or have been initiated or threatened by the
             Commission.  The Registration Statement (including the
             information deemed to be part of the Registration
             Statement at the time of effectiveness pursuant to
             Rule 430A, if applicable), the Prospectus and each
             amendment or supplement thereto (except for the financial
             statements and other statistical or financial data
             included therein, as to which such counsel need express
             no opinion) comply as to form in all material respects
             with the requirements of the Act and the Rules and
             Regulations.




                                       26
<PAGE>
<PAGE>
                    (vi)   The descriptions in the Registration
             Statement and Prospectus of contracts, instruments and
             other documents filed as exhibits to the Registration
             Statement, and the description of legal and governmental
             proceedings, are accurate in all material respects, and
             such counsel does not know of any Proceedings required to
             be described in the Prospectus that are not described, or
             of any contracts or documents of a character required to
             be described in the Registration Statement or the
             Prospectus or to be filed as exhibits to the Registration
             Statement that were not described and filed as required.

                    (vii)   Neither the filing of the Registration
             Statement or any amendment nor the execution and
             performance of this Agreement, the Indenture, the Trust
             Agreement or the Guarantee Agreement, nor the
             consummation of the transactions contemplated herein or
             therein, will contravene any of the provisions of, or
             result in a default under (nor, to the best of such
             counsel's knowledge, has any event occurred which with
             notice or lapse of time, or both, would constitute a
             breach or default under), any Obligations and Instruments
             to which the Trust or the Company is a party or by which
             their property is bound (except for such contravention or
             default which would not have a Material Adverse Effect),
             or violate any of the provisions of the Articles of
             Incorporation, as amended, or by-laws of the Company, or
             violate any Laws known to such counsel.

                    (viii)   Neither the Trust, the Company nor any
             Subsidiary is an "investment company" or a company
             controlled by an "investment company" within the meaning
             of the Investment Company Act.

                    (ix)   The statements in the Prospectus under
             the caption "Description of Trust Preferred Securities,"
             "Description of Junior Subordinated Debentures,"
             "Description of Guarantee" and "Relationship among the
             Trust Preferred Securities, the Junior Subordinated
             Debentures and the Guarantee," insofar as such statements
             constitute matters of law applicable to the Offerors or
             summaries of documents, fairly present the information
             required to be included therein in all material respects.

                    (x)   All of the issued and outstanding Common
             Securities of the Trust are owned by the Company, free
             and clear of any security interest, mortgage, pledge,
             lien, encumbrance, claim or equitable right.

                    (xi)   Each of the Indenture and the Trust
             Agreement has been duly qualified under the Trust
             Indenture Act.

                    (xii)   The Subordinated Debentures are
             subordinate and junior in right of payment to all Senior
             Indebtedness of the Company.



                                       27
<PAGE>
<PAGE>

                    (xiii)   No Tax Event, Capital Treatment Event
             or Investment Company Event (each as defined in the
             Indenture) has occurred.

                    (xiv)   The statements set forth in the
             Prospectus under the caption "Certain United States
             Federal Income Tax Consequences" constitute a fair and
             accurate summary in all material respects of the matters
             addressed therein, based upon current law and the
             assumptions stated or referred to therein.

                    (xv)   To the best of such counsel's knowledge
             and information after due inquiry, the Trust is not
             required to be authorized to do business in any other
             jurisdiction, and the Trust is not a party to or
             otherwise bound by any agreement other than those
             described in the Prospectus.

                    (xvi)   The Company satisfies the registrant
             eligibility requirements to use Form S-2 to register
             offerings and sales of its securities, and the Offerors
             are legally permitted, pursuant to the terms of the Act,
             to offer and sell the Securities pursuant to the
             Registration Statement.

             In addition, such counsel shall state that they have
     participated in conferences with officers and other
     representatives of the Offerors, representatives of the
     independent public accountants of the Company and representatives
     of the Underwriters and their counsel, at which the contents of
     the Registration Statement and the Prospectus and related matters
     were discussed and, although such counsel is not passing upon, and
     does not assume any responsibility for, the accuracy, completeness
     or fairness of the statements contained in the Registration
     Statement and the Prospectus (except as specifically set forth
     above) and has not made any independent check or verification
     thereof, on the basis of the foregoing (relying as to materiality
     upon the statements of officers and other representatives of the
     Company), no facts have come to such counsel's attention that lead
     such counsel to believe that either the Registration Statement or
     any amendment (including any post-effective amendment) thereto at
     the time such Registration Statement or amendment became
     effective, and as of the Closing Date and any applicable Option
     Closing Date, contained or contains an untrue statement of a
     material fact or omitted to state a material fact required to be
     stated therein or necessary to make the statements therein, in
     light of the circumstances under which they were made, not
     misleading, or that the Prospectus or any amendment or supplement
     thereto as of their respective dates and as of the Closing Date
     and any applicable Option Closing Date contained or contains an
     untrue statement of a material fact or omitted or omits to state a
     material fact required to be stated therein or necessary to make
     the statements therein, in light of the circumstances under which
     they were made, not misleading, except that such counsel need
     express no views with respect to the financial statements,
     schedules and other financial and statistical data included in the
     Registration Statement or the Prospectus.



                                       28
<PAGE>
<PAGE>

             (g)    You shall have received an opinion (satisfactory
     to you and your counsel) dated the Closing Date or the Option
     Closing Date, as the case may be, of White & Case, counsel for the
     Property Trustee under the Trust Agreement, the Indenture Trustee
     under the Indenture and the Guarantee Trustee under the Guarantee
     Agreement, to the effect that:

                    (i)   Bankers Trust Company is duly incorporated
             and is validly existing in good standing as a banking
             corporation with trust powers under the laws of the State
             of New York.

                    (ii)   The Indenture Trustee has the requisite
             power and authority to execute, deliver and perform its
             obligations under the Indenture and has taken all
             necessary corporate action to authorize the execution,
             delivery and performance by it of the Indenture.

                    (iii)   The Guarantee Trustee has the requisite
             power and authority to execute, deliver and perform its
             obligations under the Guarantee Agreement and has taken
             all necessary corporate action to authorize the
             execution, delivery and performance by it of the
             Guarantee Agreement.

                    (iv)   The Property Trustee has the requisite
             power and authority to execute and deliver the Trust
             Agreement and has taken all necessary corporate action to
             authorize the execution and delivery of the Trust
             Agreement.

                    (v)   Each of the Indenture and the Guarantee
             Agreement has been duly executed and delivered by the
             Indenture Trustee and the Guarantee Trustee,
             respectively, and constitutes a legal, valid and binding
             obligation of the Indenture Trustee and the Guarantee
             Trustee, respectively, enforceable against the Indenture
             Trustee and the Guarantee Trustee, respectively, in
             accordance with their respective terms, except that
             certain payment obligations may be enforceable solely
             against the assets of the Trust and except that such
             enforcement may be limited by bankruptcy, insolvency,
             reorganization, moratorium, liquidation, fraudulent
             conveyance and transfer or other similar laws affecting
             the enforcement of creditors' rights generally, and by
             principles of equity, including, without limitation,
             concepts of materiality, reasonableness, good faith and
             fair dealing (regardless of whether such enforceability
             is considered in a proceeding in equity or at law), and
             by the effect of applicable public policy on the
             enforceability of provisions relating to indemnification
             or contribution.




                                       29
<PAGE>
<PAGE>

                    (vi)   The Junior Subordinated Debentures
             delivered on the Closing Date have been duly
             authenticated by the Indenture Trustee in accordance with
             the terms of the Indenture.

             (h)    You shall have received an opinion (satisfactory
     to you and your counsel) dated the Closing Date or the Option
     Closing Date, as the case may be, of Richards, Layton and Finger,
     P.A., special Delaware counsel for the Offerors, to the effect
     that:

                    (i)   The Trust has been duly created and is
             validly existing in good standing as a business trust
             under the Delaware Act, and all filings required as of
             the date hereof under the Delaware Act with respect to
             the creation and valid existence of the Trust as a
             business trust have been made.

                    (ii)   Under the Trust Agreement and the
             Delaware Act, the Trust has the trust power and authority
             to own property and to conduct its business, all as
             described in the Prospectus.

                    (iii)   The Trust Agreement constitutes a valid
             and binding obligation of the Company and each of the
             Property Trustee and the Administrators, and is
             enforceable against the Company and each of the Property
             Trustee and the Administrators in accordance with its
             terms.

                    (iv)   Under the Trust Agreement and the
             Delaware Act, the Trust has the trust power and authority
             (i) to execute and deliver, and to perform its
             obligations under, this Agreement, and (ii) to issue, and
             to perform its obligations under, the Securities and the
             Common Securities.

                    (v)   Under the Trust Agreement and the Delaware
             Act, the execution and delivery by the trust of this
             Agreement, and the performance by it of its obligations
             hereunder, have been duly authorized by all necessary
             trust action on the part of the Trust.

                    (vi)   The Securities and the Common Securities
             have been duly authorized by the Trust Agreement and are
             duly and validly issued and fully paid and non-assessable
             undivided beneficial interests in the assets of the
             Trust.  The respective holders of the Securities and the
             Common Securities, as beneficial owners of the Trust,
             will be entitled to the same limitation of personal
             liability extended to stockholders of private
             corporations for profit organized under the General
             Corporation Law of the State of Delaware.




                                       30
<PAGE>
<PAGE>

                    (vii)   Under the Trust Agreement and the
             Delaware Act, the issuance of the Securities and the
             Common Securities is not subject to preemptive or similar
             rights.

                    (viii)   The issuance and sale by the Trust of
             the Securities and the Common Securities, the purchase by
             the Trust of the Subordinated Debentures, the execution,
             delivery and performance by the Trust of this Agreement,
             the consummation by the Trust of the transactions
             contemplated by this Agreement and compliance by the
             Trust with its obligations under this Agreement do not
             violate (A) any of the provisions of the Certificate of
             Trust or the Trust Agreement, or (B) any applicable
             Delaware law or administrative regulation.

             (i)    You shall have received an opinion of Barack
     Ferrazzano Kirschbaum Perlman & Nagelberg, counsel for the
     Underwriters, dated the Closing Date or the Option Closing Date,
     as the case may be, in form and substance reasonably satisfactory
     to you.

             (j)    You shall have received, in connection with the
     execution of this Agreement and on the Closing Date and each
     Option Closing Date, a "cold comfort" letter from Ernst & Young
     LLP and BDO Seidman, LLP, dated as of each such date, in form and
     substance satisfactory to you, with respect to the financial
     statements and certain financial information contained in the
     Registration Statement and the Prospectus.

             (k)    You shall have received from the Company a
     certificate, signed by the Chief Executive Officer and Chief
     Financial Officer of the Company, addressed to the Underwriters
     and dated the Closing Date or Option Closing Date, as applicable,
     to the effect that:

                    (i)   such officers do not know of any
             Proceedings instituted, threatened or contemplated
             against the Company of a character required to be
             disclosed in the Prospectus that are not so disclosed,
             and such officers do not know of any material contract
             required to be filed as an exhibit to the Registration
             Statement which is not so filed;




                                       31
<PAGE>
<PAGE>

                    (ii)   such officers have carefully examined the
             Registration Statement and the Prospectus and all
             amendments or supplements thereto and, in the opinion of
             such officers, such Registration Statement or such
             amendment as of its effective date and as of the Closing
             Date, and the Prospectus or such supplement as of its
             date and as of the Closing Date, did not contain an
             untrue statement of material fact or omit to state a
             material fact required to be stated therein or necessary
             in order to make the statements therein, in light of the
             circumstances under which they were made, not misleading
             and, in the opinion of such officers, since the effective
             date of the Registration Statement, no event has occurred
             or information become known that should have been set
             forth in an amendment to the Registration Statement or a
             supplement to the Prospectus which has not been so set
             forth in such amendment or supplement;

                    (iii)   the representations and warranties of
             the Company set forth in Section 6(a) of this Agreement
             are true and correct as of the date of this Agreement and
             as of the Closing Date or the Option Closing Date, as the
             case may be (except for any such representations and
             warranties made as of a specified date, which shall be
             true and correct as of such date), and the Company has
             complied with all the agreements and satisfied all the
             conditions on its part to be performed or satisfied at or
             prior to such Closing Date; and

                    (iv)   the Commission has not issued an order
             preventing or suspending the use of the Prospectus or any
             preliminary prospectus filed as a part of the
             Registration Statement or any amendment thereto; no stop
             order suspending the effectiveness of the Registration
             Statement has been issued, and, to the best knowledge of
             such officers, no proceedings for that purpose have been
             instituted or are pending or contemplated under the Act.

             The delivery of the certificate provided for in this
     subparagraph shall be and constitute a representation and warranty
     of the Company as to the facts required in the immediately
     foregoing clauses (iii) and (iv) of this subparagraph to be set
     forth in said certificate.

             (l)    You shall have received from the Trust a
     certificate, signed by the Administrators, addressed to the
     Underwriters and dated the Closing Date or Option Closing Date, as
     applicable, to the effect that:





                                       32
<PAGE>
<PAGE>
                    (i)   such persons have carefully examined the
             Registration Statement and the Prospectus and all
             amendments or supplements thereto and, in the opinion of
             such persons, such Registration Statement or such
             amendment as of its effective date and as of the Closing
             Date, and the Prospectus or such supplement as of its
             date and as of the Closing Date, did not contain an
             untrue statement of material fact or omit to state a
             material fact required to be stated therein or necessary
             in order to make the statements therein, in light of the
             circumstances under which they were made, not misleading
             and, in the opinion of such persons, since the effective
             date of the Registration Statement, no event has occurred
             or information become known that should have been set
             forth in an amendment to the Registration Statement or a
             supplement to the Prospectus which has not been so set
             forth in such amendment or supplement;

                    (ii)   the representations and warranties of the
             Trust set forth in Section 6(a) of this Agreement are
             true and correct as of the date of this Agreement and as
             of the Closing Date or the Option Closing Date, as the
             case may be (except for any such representations and
             warranties made as of a specified date, which shall be
             true and correct as of such date), and the Trust has
             complied with all the agreements and satisfied all the
             conditions on its part to be performed or satisfied at or
             prior to such Closing Date; and

                    (iii)   the Commission has not issued an order
             preventing or suspending the use of the Prospectus or any
             preliminary prospectus filed as a part of the
             Registration Statement or any amendment thereto; no stop
             order suspending the effectiveness of the Registration
             Statement has been issued, and, to the best knowledge of
             the respective signers, no proceedings for that purpose
             have been instituted or are pending or contemplated under
             the Act.

             The delivery of the certificate provided for in this
     subparagraph shall be and constitute a representation and warranty
     of the Trust as to the facts required in the immediately foregoing
     clauses (ii) and (iii) of this subparagraph to be set forth in
     said certificate.

             (m)    You and your counsel shall have received on or
     before the Closing Date or the Option Closing Date, as the case
     may be, such further documents, opinions, certificates and
     schedules or instruments relating to the business, corporate,
     legal and financial affairs of the Offerors as you and they shall
     have reasonably requested from the Offerors.

     9.      Termination and Defaults.  This Agreement may be
terminated at any time prior to the Closing Date and any exercise of the
option to purchase Additional Securities may be cancelled at any time
prior to any Option Closing Date by the Underwriters by





                                       33
<PAGE>
<PAGE>
written notice to the Offerors if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change
or development involving a prospective material adverse change in the
condition, financial or otherwise, of the Company, the Subsidiaries and
the Trust, taken as a whole, or the earnings, affairs, management, or
business of the Company, the Subsidiaries and the Trust, taken as a
whole, whether or not arising in the ordinary course of business, that
would, in your sole judgment, make it impracticable to market the
Securities on the terms and in the manner contemplated in the
Prospectus, (ii) any outbreak or escalation of hostilities or other
national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States that, in
your sole judgment, is material and adverse and would, in your sole
judgment, make it impracticable to market the Securities on the terms
and in the manner contemplated in the Prospectus, (iii) the suspension
or material limitation of trading in securities on AMEX, (iv) the
enactment, publication, decree or other promulgation of any federal or
state statute, regulation, rule or order of any court or other
governmental authority that in your opinion materially and adversely
affects, or will materially and adversely affect, the business or
operations of the Company, the Subsidiaries and the Trust, taken as a
whole, (v) the declaration of a banking moratorium by either federal or
Missouri state authorities, (vi) the taking of any action by any
federal, state or local government or agency in respect of its monetary
or fiscal affairs that in your opinion has a material adverse effect on
the financial markets in the United States or (vii) any change in
financial markets or in political, economic or financial conditions
which, in your sole opinion, either renders it impracticable or
inadvisable to proceed with the offering and sale of the Securities on
the terms set forth in the Prospectus or materially adversely affects
the market for the Securities.

     If on the Closing Date or on any Option Closing Date, as the case
may be, any of the Underwriters shall fail or refuse to purchase the
Firm Securities or Additional Securities, as the case may be, which it
has agreed to purchase hereunder on such date, and the aggregate number
of Firm Securities or Additional Securities, as the case may be, that
such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase does not exceed, in the aggregate, 10% of the total number
of Securities that all Underwriters are obligated to purchase on such
date, each non-defaulting Underwriter shall be obligated, in the
proportion which the number of Firm Securities set forth opposite its
name in Schedule I hereto bears to the total number of Firm Securities
or Additional Securities, as the case may be, that all the non-
defaulting Underwriters have agreed to purchase, or in such other
proportion as you may specify, to purchase the Firm Securities or
Additional Securities, as the case may be, that such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on
such date.  If, on the Closing Date or on the Option Closing Date, as
the case may be, any of the Underwriters shall fail or refuse to
purchase the Firm Securities or Additional Securities, as the case may
be, in an amount that exceeds, in the aggregate, 10% of the total number
of the Securities, and arrangements satisfactory to you and the Offerors
for the purchase of such Securities are not made within 48 hours after
such default, this Agreement shall terminate without liability on the
part of the non-defaulting Underwriters and the Offerors, except as



                                       34
<PAGE>
<PAGE>
otherwise provided in this Section 9.  In any such case that does not
result in termination of this Agreement, either you or the Offerors may
postpone the Closing Date or the Option Closing Date, as the case may
be, for not longer than seven days, in order that the required changes,
if any, in the Registration Statement and the Prospectus or any other
documents or arrangements may be effected.  Any action taken under this
paragraph shall not relieve a defaulting Underwriter from liability in
respect of any default of any such Underwriter under this Agreement.

     The indemnity and contribution provisions and other agreements,
representations and warranties of the Offerors set forth in or made
pursuant to this Agreement shall remain operative and in full force and
effect, and will survive delivery of and payment for the Securities,
regardless of (i) any investigation, or statement as to the results
thereof, made by or on behalf of any of the Underwriters or by or on
behalf of the Offerors, (ii) acceptance of the Securities and payment
therefor hereunder or (iii) termination of this Agreement.
Notwithstanding any termination of this Agreement, the Company shall be
liable for and shall pay all expenses it has agreed to pay pursuant to
Section 5(k).

     Except as otherwise provided, this Agreement has been and is made
solely for the benefit of, and shall be binding upon, the Offerors, the
Underwriters, any indemnified person referred to herein and their
respective successors and assigns, all as and to the extent provided in
this Agreement, and no other person shall acquire or have any right
under or by virtue of this Agreement.  The terms "successors and
assigns" shall not include a purchaser of any of the Securities from any
of the several Underwriters merely because of such purchase.

     10. Effectiveness of Registration Statement.  You and the
Offerors will use your and their best efforts to cause the Registration
Statement to become effective, if it has not yet become effective, and
to prevent the issuance of any stop order suspending the effectiveness
of the Registration Statement and, if such stop order be issued, to
obtain as soon as possible the lifting thereof.

     11. Miscellaneous.  All communications hereunder will be in
writing and, if sent to the Underwriters will be mailed, delivered or
telegraphed and confirmed to you c/o EVEREN Securities, Inc., 77 West
Wacker Drive, Chicago, Illinois 60601-1694, Attention: Syndicate
Department, with a copy to Barack Ferrazzano Kirschbaum Perlman &
Nagelberg, 333 West Wacker Drive, Suite 2700, Chicago, Illinois 60606,
Attention:  Edwin S. del Hierro; and if sent to the Company or the Trust
will be mailed, delivered or telegraphed and confirmed to the Company or
the Trust at the Company's corporate headquarters, 2122 Kratky Road, St.
Louis, Missouri  63114, with a copy to Thompson Coburn LLP, One
Mercantile Center, Suite 3400, St. Louis, Missouri 63101, Attention:
Thomas A. Litz.

     THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF.



                                       35

<PAGE>
<PAGE>
     This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.

     [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]








                                       36
<PAGE>
<PAGE>
     Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Trust and the several Underwriters,
including you.


                           Very truly yours,

                           ALLEGIANT BANCORP, INC.


                                By:   /s/ Shaun R. Hayes
                                    ------------------------------------
                                Name:     Shaun R. Hayes
                                Title: President and Chief
                                       Executive Officer

                           ALLEGIANT CAPITAL TRUST I


                                By:  /s/ Shaun R. Hayes
                                    ------------------------------------
                                Name:    Shaun R. Hayes
                                Title:  Administrator


The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.


EVEREN Securities, Inc.
Wheat First Securities

     Acting as representatives of the
     several Underwriters named in Schedule I.


          By: EVEREN Securities, Inc.


          By:  /s/ Allen G. Laufenberg
             ----------------------------------------
          Name:    Allen G. Laufenberg
          Title:  Vice President




                                       37
<PAGE>
<PAGE>
                        SCHEDULE  I
                        -----------

                                     Number of
Underwriter                 Trust Preferred Securities
-----------                 --------------------------

EVEREN Securities, Inc.                        790,000
Wheat First Securities                         500,000
Advest, Inc.                                    30,000
Fahnestock & Co. Inc.                           30,000
Howe Barnes Investments Inc.                    30,000
Ryan, Beck & Co., Inc.                          30,000
Sandler O'Neill & Partners, L.P.                30,000
Stifel, Nicolaus & Company, Incorporated        30,000
Utendahl Capital Partners, L.P.                 30,000
                                            ----------
     Total                                   1,500,000
                                            ==========

                                 38

                 
<PAGE>
<PAGE>
                        SCHEDULE II<F*>
                        ---------------

A.   851,625 shares of Common Stock issued in connection with a rights
     offering completed on March 11, 1997.

B.   669,621 shares of Common Stock issued in connection with a rights
     offering completed on December 3, 1997.

C.   898,689 shares of Common Stock issued in connection with the
     acquisition of Reliance Financial, Inc.

[FN]
--------

<F*> Each as adjusted to give effect to the five-for-four stock split
     effected by the Company in January 1998 and the six-for-five stock
     split effected by the Company in January 1999.

                                 39