SHAREHOLDER
RIGHTS AGREEMENT




between




MERCANTILE
BANCORP, INC.




and




MERCANTILE
TRUST & SAVINGS BANK




as Rights
Agent





July 9,
1999











TABLE OF
CONTENTS



			
	Section
      1	      	Certain
      Definitions	      	1
	 	 	 	 	 
	Section
      2	 	Appointment
      of Rights Agent	 	5
	 	 	 	 	 
	Section
      3	 	Issue
      of Rights Certificates	 	5
	 	 	 	 	 
	Section
      4	 	Form
      of Rights Certificates	 	7
	 	 	 	 	 
	Section
      5	 	Countersignature
      and Registration	 	7
	 	 	 	 	 
	Section
      6	 	Transfer,
      Split Up, Combination, and Exchange of Rights Certificates; Mutilated, Destroyed,
      Lost, or Stolen Rights Certificates	 	 
8
	 	 	 	 	 
	Section
      7	 	Exercise
      of Rights; Purchase Price; Expiration Date of Rights	 	9
	 	 	 	 	 
	Section
      8	 	Cancellation
      and Destruction of Rights Certificates	 	11
	 	 	 	 	 
	Section
      9	 	Reservation
      and Availability of Capital Stock	 	11
	 	 	 	 	 
	Section
      10	 	Common
      Stock Record Date	 	13
	 	 	 	 	 
	Section
      11	 	Adjustment
      of Purchase Price, Number and Kind of Shares, or Number of Rights	 	13
	 	 	 	 	 
	Section
      12	 	Certificate
      of Adjusted Purchase Price or Number of Shares	 	20
	 	 	 	 	 
	Section
      13	 	Consolidation,
      Merger or Sale or Transfer of Assets or Earning Power	 	21
	 	 	 	 	 
	Section
      14	 	Fractional
      Rights and Fractional Shares	 	23
	 	 	 	 	 
	Section
      15	 	Rights
      of Action	 	24
	 	 	 	 	 
	Section
      16	 	Agreement
      of Rights Holders	 	24
	 	 	 	 	 
	Section
      17	 	Rights
      Certificate Holder Not Deemed a Stockholder	 	25





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	Section
      18	     	Concerning
      the Rights Agent	     	25
	 	 	 	 	 
	Section
      19	 	Merger
      or Consolidation or Change of Name of Rights Agent	 	26
	 	 	 	 	 
	Section
      20	 	Duties
      of Rights Agent	 	27
	 	 	 	 	 
	Section
      21	 	Change
      of Rights Agent	 	29
	 	 	 	 	 
	Section
      22	 	Issuance
      of New Rights Certificates	 	30
	 	 	 	 	 
	Section
      23	 	Redemption
      and Termination	 	30
	 	 	 	 	 
	Section
      24	 	Exchange	 	31
	 	 	 	 	 
	Section
      25	 	Notice
      of Certain Events	 	32
	 	 	 	 	 
	Section
      26	 	Notices	 	33
	 	 	 	 	 
	Section
      27	 	Supplements
      and Amendments	 	34
	 	 	 	 	 
	Section
      28	 	Successors	 	35
	 	 	 	 	 
	Section
      29	 	Determinations
      and Actions by the Board of Directors	 	35
	 	 	 	 	 
	Section
      30	 	Benefits
      of this Agreement	 	35
	 	 	 	 	 
	Section
      31	 	Severability	 	36
	 	 	 	 	 
	Section
      32	 	Governing
      Law	 	36
	 	 	 	 	 
	Section
      33	 	Counterparts	 	36
	 	 	 	 	 
	Section
      34	 	Interpretation	 	36
	 	 	 	 	 
	Exhibit
      A	 	Form
      of Rights Certificate	 	 
	 	 	 	 	 
	Exhibit
      B	 	Form
      of Summary of Rights	 	 





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SHAREHOLDER
RIGHTS AGREEMENT



     This Shareholder Rights Agreement (the
“Agreement”), is made and entered
into as of the 9th day of July, 1999, between MERCANTILE BANCORP, INC., a
Delaware corporation (the “Company”), and MERCANTILE TRUST & SAVINGS BANK, an Illinois banking
corporation (the “Rights Agent”).



     On
the date hereof (the “Rights Dividend Declaration Date”), the Board of
Directors of the Company authorized and declared a dividend distribution of one Right
for each share of common stock, par value $5.00 per share, of the Company (the “Common
Stock”) outstanding at the Close of Business on July 9, 1999 (the “Record
Date”), and has authorized the issuance of one Right (as such number may be
adjusted pursuant to the provisions of Section 11(p)) for each share of Common Stock
of the Company issued between the Record Date (whether originally issued or delivered
from the Company’s treasury) and the Distribution Date, each Right initially
representing the right to purchase one share of Common Stock of the Company upon the
terms and subject to the conditions set forth below (the “Rights”);



     NOW,
THEREFORE,  in consideration of the premises and the mutual  agreements set forth in this
Agreement,  the parties hereby  agree as follows:



Section 1.
Certain Definitions



     For
purposes of this Agreement, the following terms have the meanings indicated:



     (a)
“Act” means the Securities Act of 1933, as amended.



     (b)
“Acquiring Person” means any Person that, together with all Affiliates and
Associates of such Person, is the Beneficial Owner of 15 percent or more of the shares
of Common Stock then outstanding, but does not include (i) the Company; (ii) any
Subsidiary of the Company; (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company; (iv) any Person organized, appointed or established by
the Company for or pursuant to the terms of any such plan; (v) any person that
becomes an Acquiring Person pursuant to a Permitted Transaction; (vi) any Person
that has become an Acquiring Person inadvertently and, within five Business Days
of being requested by the Company to advise it regarding the same, certifies to the
Company that such Person acquired beneficial ownership of shares of Common Stock in
excess of 14.9 percent inadvertently or without knowledge of the terms of the
Rights and such certification is accepted as true by a Requisite Majority acting in
good faith, and such Person divests as promptly as practicable a sufficient




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amount of
Common Stock so that such Person would no longer hold in excess of 14.9  percent of the
Common  Stock then  outstanding;  and  (vii) any Person that  becomes an Acquiring
Person  solely as a result of a reduction  in the number of  outstanding  shares of
Common  Stock in a transaction that is approved by a Requisite  Majority,  provided that
such Person will immediately be an Acquiring Person in  the event such Person  thereafter
acquires  any  additional  shares of Common  Stock (other than as a result of a stock
split or stock  dividend) while the Beneficial Owner of 15 percent or more of the shares
of Common Stock then outstanding.



     (c)
“Affiliate” and “Associate” have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act
and in effect on the date of this Agreement, or successor provisions.



     (d)
A Person will be deemed the “Beneficial Owner” of, and will be deemed to “beneficially
own,” any securities that:



	     	     (i)
such Person or any of such Person’s Affiliates or Associates, directly or
indirectly, has the right to acquire (whether such right is exercisable immediately
or only after the passage of time or upon the occurrence of certain events) pursuant to
any agreement, arrangement, or understanding (whether or not in writing) or upon
the exercise of conversion rights, exchange rights, rights, warrants or options, or
otherwise; provided, however, that a Person will not be deemed the “Beneficial
Owner” of, or to “beneficially own,” (A) securities tendered pursuant
to a tender or exchange offer made by such Person or any of such Person’s
Affiliates or Associates until such tendered securities are accepted for
purchase or exchange, (B) securities issuable upon exercise of Rights at any time
prior to the occurrence of a Distribution Date or (C) securities issuable upon the
exercise of Rights, which were acquired by such Person or any of such Person’s
Affiliates or Associates prior to the Distribution Date or pursuant to Section 3(a) or
Section 22 (the “Original Rights”) or pursuant to Section 11(i) in connection
with an adjustment made with respect to any Original Rights;







	     	     (ii)
such Person or any of such  Person’s  Affiliates or  Associates,  directly or
indirectly,  has the right to  vote or  dispose  of or has  “beneficial  ownership” of
(as  determined  pursuant  to Rule  l3d-3 of the  General  Rules  and  Regulations  under
the  Exchange  Act or  successor  provisions),  including  pursuant  to  any  agreement,
arrangement,  or  understanding,  whether or not in writing;  provided,  however,  that a
Person will not be deemed the “Beneficial Owner” of or  to “beneficially
own,” any security under this Section 1(d)(ii) as a result of an agreement,
arrangement, or








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	     	understanding
to vote such security if such agreement, arrangement, or understanding:  (1)  arises
solely from a revocable proxy given in response to a public proxy or consent
solicitation  made pursuant to, and  in accordance  with, the  applicable  provisions of
the General Rules and  Regulations  under the Exchange Act, and (2) is not  also then
reportable by such Person on Schedule 13D under the Exchange Act or any  comparable  or
successor  report (or would  be so reportable if the Company had a class of securities
registered pursuant to the Exchange Act); or







	     	     (iii)
are  beneficially  owned,  directly or  indirectly,  by any other Person (or any
Affiliate or Associate of such  Person)  with which such  Person (or any of such  Person’s
Affiliates  or  Associates)  has any  agreement,  arrangement,  or  understanding
(whether or not in writing),  for the purpose of acquiring,  holding,  voting  (except
pursuant to a revocable  proxy as  described in the proviso in Section  1(d)(ii)),  or
disposing  of any voting  securities  of the Company;  provided,  however,  that nothing
in this Section 1(d) will cause a Person  engaged in business as an underwriter of
securities to be the  “Beneficial  Owner” of, or to “beneficially  own,” any
securities  acquired through such Person’s  participation in good faith  in a bona
fide firm commitment underwriting until the expiration of forty days after the date of
such acquisition.







     (e)
“Business Day” means any day other than a Saturday, Sunday, or a day on
which banking institutions in the State of Illinois are authorized or obligated by
law or executive order to close.



     (f)
“Close of Business” on any given date will mean 5:00 p.m., Quincy, Illinois
time, on such date; provided, however, that if such date is not a Business Day it
will mean 5:00 p.m., Quincy, Illinois time, on the next succeeding Business Day.



     (g)
“Common Stock” means the common stock, par value $5.00 per share, of the
Company, except that “Common Stock” when used with reference to any Person
other than the Company will mean the capital stock of such Person with the greatest
voting power, or the equity securities or other equity interest having power to control
or direct the management, of such Person.



     (h)
“Distribution Date” means the Close of Business on the tenth Business Day
(unless extended by vote of a Requisite Majority) after the earlier to occur of (i) the
Stock Acquisition Date or (ii) the date any Person commences or publicly announces an
intention to commence a tender offer or exchange offer for the Common Stock which would
result, upon the consummation of such offer, in the Person making such offer,
together with all of



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its Affiliates
and Associates,  being the Beneficial  Owner of 15 percent or more of the Common Stock
then  outstanding  (including any  such date that is after the date of this  Agreement
and prior to the issuance of the Rights);  provided,  however,  that if the tender  offer
or exchange offer that gave rise to the  Distribution  Date is canceled,  terminated or
otherwise  withdrawn  within ten Business  Days of its  announcement,  such  offer  shall
be deemed  never to have been made and no  Distribution  Date shall  occur with  respect
thereto.



     (i)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (j)
“Full Board of Directors” means the total number of directors who would
comprise the Board of Directors if there were no vacancies.



     (k)
“NASDAQ” means the National Association of Securities Dealers Automated
Quotation System.



     (1)
“Permitted Transaction” means a stock acquisition or a tender or exchange
offer pursuant to a definitive agreement by which a Person (who is not at the time an
Acquiring Person) would become an Acquiring Person and which has been approved by a
Requisite Majority prior to the execution of the definitive agreement providing for the
acquisition or the public announcement of the offer, as the case may be.



     (m)
“Person” means any individual, firm, corporation, partnership, limited
liability company, or other public or private entity.



     (n)
“Redemption Price” with respect to each Right means $0.01, as such amount
may from time to time be adjusted in accordance with Section 11. All references
herein to the Redemption Price means the Redemption Price as in effect at the time in
question.



     (o)
“Requisite Majority” means, at any time, the affirmative vote of a majority
of the Full Board of Directors of the Company.



     (p)
“Rights Dividend Declaration Date” is July 9, 1999, the date the Board of
Directors of the Company declared a dividend distribution of one Right for each share
of Common Stock outstanding on the Record Date.



     (q)
“Rights Shares” means the shares of Common Stock issuable or issued upon the
exercise of the Rights.



     (r)
“Section 11(a) (ii) Event” means any event described in Section 11(a)(ii).


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     (s)
“Section 13 Event” means any event described in clauses (i), (ii), or (iii) of
Section 13(a).



     (t)
“Stock Acquisition Date” means the first date of public announcement (which,
for purposes of this definition, will include, without limitation, a report filed
pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person
that an Acquiring Person has become an Acquiring Person, or if earlier, the date of the
occurrence of a Triggering Event.



     (u)
“Subsidiary” means, with reference to any Person, any entity of which an
amount of voting securities sufficient to elect at least a majority of the directors or
similar Persons of such entity is beneficially owned, directly or indirectly, by such
Person, or otherwise controlled by such Person.



     (v)
“Trading Day” means a day on which the principal national securities
exchange or quotation system on which the shares of Common Stock are listed or
admitted to trading is open for the transaction of business or, if the shares of Common
Stock are not listed or admitted to trading on any national securities exchange, a
Business Day.



     (w)
“Triggering Event” means any Section 11(a)(ii) Event or any Section 13 Event.



Section 2.
Appointment of Rights Agent



     The
Company  hereby  appoints  the Rights  Agent to act as agent for the Company  and the
holders of the Rights  (which,  in  accordance  with Section 3, prior to the
Distribution  Date are also the holders of the Common Stock) in accordance with the terms
and  conditions of this  Agreement,  and the Rights Agent hereby  accepts such
appointment.  The Company may from time to time appoint such  Co-Rights Agents pursuant
to this Section or successor Rights Agents pursuant to Section 21 as it may deem
necessary or desirable.



Section 3.
Issue of Rights Certificates



     (a)
Prior to the Distribution Date, (i) the Rights will be evidenced (subject to the
provisions of this Section 3(b)) by the  certificates  for the Common Stock  registered
in the names of the holders of the Common Stock  (which  certificates  for Common Stock
will be deemed also to be certificates  for Rights) and not by separate  certificates,
and (ii)  the Rights will be  transferable  only in connection with the transfer of the
underlying  shares of Common Stock  (including a transfer  to the Company). As soon as
practicable after the Distribution



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Date, the
Rights Agent will send by first-class, postage prepaid mail, to each record
holder of the Common Stock as of the Distribution Date, at the address of such
holder shown on the records of the Company, one or more rights certificates, in
substantially the form of EXHIBIT A (the “Rights Certificates”), evidencing
one Right for each share of Common Stock so held, subject to adjustment as provided
in this Agreement. In the event that an adjustment in the number of Rights per share
of Common Stock has been made pursuant to Section 11(p), at the time of distribution of
the Rights Certificates, the Company will make the necessary and appropriate rounding
adjustments (in accordance with Section 14(a)) so that Rights Certificates representing
only whole numbers of Rights are distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Date, the Rights will be evidenced solely by
such Rights Certificates.



     (b)
As soon as practicable following the Record Date, the Company will send a copy of
a Summary of Rights, in substantially the form of EXHIBIT B, by first-class,
postage prepaid mail, to each record holder of the Common Stock as of the Close of
Business on the Record Date, at the address of such holder shown on the records of the
Company. With respect to certificates for the Common Stock outstanding as of the
Record Date, until the Distribution Date, the Rights will be evidenced by such
certificates for the Common Stock and the registered holders of the Common Stock will
also be the registered holders of the associated Rights. Until the earlier of the
Distribution Date or the Expiration Date (as defined in Section 7), the transfer
of any certificates representing shares of Common Stock in respect of which Rights
have been issued will also constitute the transfer of the Rights associated with
such shares of Common Stock.



     (c)
Rights will be issued in respect of all shares of Common  Stock that are issued  (whether
originally  issued or from  the Company’s  treasury) after the Record Date but prior
to the earlier of the Distribution  Date or the Expiration Date.  Certificates
representing such shares of Common Stock will also be deemed to be certificates for
Rights, and will bear the following legend:



	     	This
Certificate also evidences and entitles the holder to certain Rights as set forth in the
Shareholder Rights Agreement between MERCANTILE BANCORP, INC (the “Company”)
and MERCANTILE TRUST & SAVINGS BANK (the ‘Rights Agent”) dated as of July 9,
1999 (as amended from time to time, the “Shareholder Rights Agreement”), the
terms of which are hereby incorporated in this Certificate by reference and a copy
of which is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Shareholder Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this Certificate.
The Company will mail to the holder of this







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	 	Certificate
a copy of the Shareholder Rights Agreement, as in effect on the date of mailing,
without charge promptly after receipt of a written request. Under certain circumstances
set forth in the Shareholder Rights Agreement, Rights Beneficially Owned by any person
who is, was, or becomes an Acquiring Person or any Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Shareholder Rights Agreement),
whether currently held by or on behalf of such person or by any subsequent holder, may
become null and void.







With respect to
the shares of Common Stock issued  after the Record Date,  until the earlier of (i) the
Distribution  Date or (ii) the  Expiration Date, the Rights  associated with the Common
Stock  represented by such  certificates will be evidenced by such certificates  alone
and registered  holders of Common Stock will also be the registered  holders of the
associated Rights, and the transfer of any of  such certificates will also constitute the
transfer of the Rights associated with the Common Stock represented by such certificates.



Section 4.
Form of Rights Certificates



     The
Rights Certificates (and the forms of election to purchase and of assignment to
accompany or be printed on the reverse of the Rights Certificates) will each be
substantially in the form set forth in EXHIBIT A and may have such marks of
identification or designation and such legends, summaries, or endorsements as the
Company may deem appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock exchange
or quotation system on which the Rights may from time to time be listed, or to conform
to usage. Subject to the provisions of Section 11 and Section 22, the Rights
Certificates, whenever distributed, will be dated as of the Record Date and on their
face will entitle the holders of such Rights Certificates to purchase such number
of shares of Common Stock as is set forth in such Rights Certificates at the price set
forth in such Rights Certificates (such exercise price per share, the “Purchase
Price”), but the amount and type of securities purchasable upon the exercise of
each Right and the Purchase Price will be subject to adjustment as provided in this
Agreement.



Section 5.
Countersignature and Registration



     (a)
The Rights  Certificates  will be executed on behalf of the Company by it’s the
Chairman or the President,  either manually or  by facsimile  signature.  The Rights
Certificates will be countersigned by the Rights Agent, either manually or by facsimile
signature  and will not be valid for any  purpose  unless so  countersigned.  In case any
officer of the Company who has signed any of the Rights  Certificates ceases to be such
officer of the Company


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before
countersignature by the Rights Agent and issuance and delivery by the Company, such
Rights Certificates,  nevertheless,  may be  countersigned  by the Rights  Agent and
issued and  delivered  by the  Company  with the same force and effect as though the
Person who  signed such Rights  Certificates had not ceased to be such officer of the
Company,  and any Rights  Certificate may be signed on behalf  of the Company by any
Person who, at the actual date of the execution of such Rights  Certificate,  is a proper
officer of the Company  to sign such Rights  Certificate,  although at the date of the
execution of this  Shareholder  Rights Agreement any such Person was not  such an officer.



     (b)
Following the  Distribution  Date, the Rights Agent will keep or cause to be kept, at its
principal office or offices  designated  as the  appropriate  place for  surrender of
Rights  Certificates  upon exercise or transfer,  books for  registration  and  transfer
of the Rights  Certificates  issued  under this  Agreement.  Such books will show the
names and  addresses  of the  respective  holders of the Rights  Certificates,  the
number of Rights  evidenced on the face of the Rights  Certificates,  and the date of
each of  the Rights Certificates.



Section 6.
Transfer, Split Up. Combination, and Exchange of Rights Certificates: Mutilated,
Destroyed, Lost, or Stolen Rights Certificates



     (a)
Subject to the  provisions of Section 7(e) and Section 14, at any time after the
Distribution  Date, and at or prior  to the Expiration  Date, any Rights  Certificate or
Certificates  may be  transferred,  split up,  combined,  or exchanged for another
Rights  Certificate or Rights  Certificates,  entitling the registered holder to purchase
a like number of Rights Shares (or, following  a  Triggering  Event,  Common  Stock,
other  securities,  cash,  or other  assets,  as the case may be) as the Rights
Certificate  or  Certificates  surrendered  then entitled such holder (or former holder
in the case of a transfer) to purchase.  Any  registered  holder  desiring to transfer,
split up, combine,  or exchange any Rights Certificate or Rights  Certificates will make
such request in writing  delivered  to the Rights  Agent,  and will  surrender  the
Rights  Certificate  or Rights  Certificates  to be  transferred,  split up,  combined,
or exchanged at the principal  office or offices of the Rights Agent  designated for such
purpose.  Neither the Rights Agent  nor the  Company  will be  obligated  to take any
action  whatsoever  with  respect to the  transfer  of any such  surrendered  Rights
Certificate until the registered  holder has completed and signed the certification
contained in the form of assignment on the reverse  side of or accompanying such Rights
Certificate and has provided such additional  evidence of the identity of the Beneficial
Owner (or  former Beneficial Owner) or Affiliates or Associates thereof as the Company
requests in good faith.  Thereupon,  the Rights Agent will,  subject to Section 4,
Section 7(e) and Section 14,  countersign  and deliver to the Person  entitled  thereto a
Rights  Certificate  or  Rights Certificates, as the case may be, as so requested. The
Company may require payment of a sum sufficient to cover any tax or



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governmental
charge that may be imposed in connection with any transfer, split up, combination, or
exchange of any Rights Certificate.



     (b)
Upon  receipt by the Company and the Rights Agent of evidence  reasonably  satisfactory
to them of the loss,  theft,  destruction,  or  mutilation  of a Rights  Certificate,
and,  in case of  loss,  theft,  or  destruction,  of  indemnity  or  security
satisfactory to them, and reimbursement to the Company and the Rights Agent of all
reasonable  expenses  incidental  thereto,  and upon  surrender to the Rights Agent and
cancellation  of the Rights  Certificate  if  mutilated,  the Company will execute and
deliver a new  Rights  Certificate of like tenor to the Rights Agent for
countersignature  and delivery to the registered owner in lieu of the Rights  Certificate
so lost, stolen, destroyed, or mutilated.



Section 7.
Exercise of Rights; Purchase Price; Expiration Date of Rights



     (a)
Subject to Section 7(e), the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided in this Agreement
including, without limitation, the restrictions on exercisability set forth in
Section 9(c), Section 1l(a)(iii), Section 23(a) and Section 24) in whole or in part at
any time after the Distribution Date upon surrender of the Rights Certificate, with
the form of election to purchase and the certification on the reverse side of or
accompanying the Rights Certificate duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent designated for such purpose, together
with payment of the aggregate Purchase Price for each share of Common Stock (or other
securities, cash or other assets, as the case may be) as to which such surrendered
Rights are then exercisable, at or prior to the earlier of (i) the Close of Business on
July 9,2009 (the “Final Expiration Date”); (ii) the time at which the
Rights are redeemed as provided in Section 23; or (iii) the time at which such rights
are exchanged as provided in Section 24 (the earlier of such times being the “Expiration
Date”).



     (b)
The  Purchase  Price for each share of Common Stock  pursuant to the  exercise of a Right
will  initially be $510.00,  subject to  adjustment  from time to time as  provided  in
Section  11,  and  Section  13(a).  The  Purchase  Price will be payable in  accordance
with Section 7(c).



     (c)
Upon receipt of a Rights Certificate  representing  exercisable Rights, with the form of
election to purchase and the  certification  duly  executed,  accompanied  by  payment
of the  Purchase  Price  for the  shares of  Common  Stock (or other  shares,
securities,  cash or other assets,  as the case may be) to be purchased and an amount
equal to any applicable  transfer tax, the Rights  Agent will,  subject to Section
20(k),  promptly (i) (A)  requisition  from any transfer  agent of the shares of Common
Stock (or make  available, if the Rights Agent



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is the transfer
agent for such  shares)  certificates  for the total  number of shares of Common  Stock
to be  purchased  (the Company  hereby  irrevocably  authorizing  its transfer agent to
comply with all such requests) or (B) if the Company has elected to deposit the  shares
of Common Stock with a depository agent,  requisition from the depository agent
depository receipts  representing such number of  shares of Common Stock as are to be
purchased (in which case  certificates for the shares of Common Stock  represented by
such receipts  will be deposited by the transfer  agent with the  depository  agent) and
the Company will direct the  depository  agent to comply with  such request;  (ii)
requisition  from the Company the amount of cash,  if any, to be paid in lieu of
fractional  shares in accordance  with Section 14; (iii) after receipt of such
certificates or depository  receipts,  cause such  certificates or depository  receipts
to  be delivered  to or upon the order of the  registered  holder of such Rights
Certificate,  registered  in such name or names as may be  designated by such holder;
and (iv) after receipt thereof deliver such cash, if any, to or upon the order of the
registered  holder of  such Rights  Certificate.  The payment of the Purchase  Price (as
such amount may be reduced  pursuant to Section 1l (a)(iii))  will be  made in cash or by
certified  bank check or bank draft payable to the order of the Company.  In the event
that the Company is obligated  to issue other securities  (including Common Stock) of the
Company,  pay cash, or distribute other property pursuant to Section 11 (a),  the
Company  will  make all  arrangements  necessary  so that such  other  securities,  cash,
or other  property  are  available  for  distribution  by the Rights Agent,  if and when
appropriate.  The Company  reserves the right to require prior to the  occurrence of a
Triggering  Event that,  upon any  exercise of Rights,  a number of Rights be exercised
so that only whole shares of Common Stock would  be issued.



     (d)
If the  registered  holder  of any  Rights  Certificate  exercises  less  than  all  the
Rights  evidenced  by  such  certificate,  a new Rights  Certificate  evidencing the
unexercised Rights will be issued by the Rights Agent and delivered to, or upon  the
order of, the registered holder of such Rights  Certificate,  registered in such name or
names as may be designated by such holder,  subject to the provisions of Section 14.



     (e)
Notwithstanding  anything in this  Agreement to the  contrary,  from and after the first
occurrence  of a Section 11  (a)(ii) Event,  any Rights  beneficially  owned by any
Person  referred to in clauses (i) through (iii) below will become null and void  without
any further  action and no holder of such  Rights  will have any rights  whatsoever  with
respect to such  Rights,  under any  provision  of this  Agreement or  otherwise:  (i) an
Acquiring  Person or an  Associate  or  Affiliate of an Acquiring  Person,  (ii) a
transferee  from an Acquiring  Person (or from any Associate or Affiliate of an Acquiring
Person) that becomes a transferee  after the  Acquiring  Person becomes an Acquiring
Person,  or (iii) a transferee from an Acquiring Person (or of any such Associate or
Affiliate)  that becomes a transferee prior to or concurrently with the Acquiring Person
becoming an Acquiring Person and receives such



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Rights pursuant
to either (A) a transfer  (whether or not for  consideration)  from the Acquiring Person
to holders of equity interests  in such Acquiring Person or to any Person with whom the
Acquiring Person has any continuing  agreement,  arrangement,  or understanding
regarding the  transferred  Rights or (B) a transfer that the Board of Directors of the
Company has determined is part of an agreement,  plan,  arrangement,  or understanding
that has as a substantial  purpose or effect the avoidance of this Section 7(e). The
Company will  use  reasonable  efforts to insure that the  provisions  of this  Section
7(e) and Section  1(b) are  complied  with,  but will have no  liability  under  this
Agreement  to any  holder of  Rights  Certificates  or other  Person  as a result  of its
failure  to make any  determinations with respect to an Acquiring Person, or any of its
Affiliates, Associates, or transferees.



     (f)
Notwithstanding  anything  in this  Agreement  to the  contrary,  neither the Rights
Agent nor the Company  will be  obligated to undertake any action with respect to a
registered  holder upon the  occurrence  of any purported  exercise as set forth in  this
Section 7 unless such  registered  holder has (i)  completed  and signed the
certification  contained in the form of election to  purchase set forth on the reverse
side of or  accompanying  the Rights  Certificate  surrendered  for such exercise,  and
(ii) provided  such additional  evidence of the identity of the Beneficial Owner (or
former Beneficial  Owner) or Affiliates or Associates  thereof as  the Company requests
in good faith.



Section 8.
Cancellation and Destruction of Rights Certificates



     All
Rights  Certificates  surrendered  for the purpose of exercise,  transfer,  split up,
combination  or exchange  will,  if  surrendered  to the Company or any of its agents,
be  delivered  to the Rights  Agent for  cancellation  or in canceled  form,  or, if
surrendered  to the  Rights  Agent,  will be  canceled  by it,  and no Rights
Certificates  will be issued in lieu  thereof  except as  expressly  permitted by any of
the  provisions of this  Agreement.  The Company will deliver to the Rights Agent for
cancellation  and  retirement,  and the Rights  Agent will so cancel and  retire,  any
other  Rights  Certificate  purchased  or  acquired  by the Company  otherwise than upon
the exercise thereof.  The Rights Agent will deliver all canceled Rights  Certificates to
the Company,  or will, at  the written  request of the  Company,  destroy such  canceled
Rights  Certificates,  and in such case will  deliver a  certificate  of  destruction to
the Company.



Section 9.
Reservation and Availability of Capital Stock



     (a)
The Company will use its best efforts to reserve and keep  available  out of its
authorized  and unissued  shares of  Common Stock (and/or other  securities)  or its
authorized  and issued  shares of Common Stock (and/or other  securities)  held in its
treasury, the number



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of shares of
Common Stock (and/or other securities) that will be sufficient to permit the exercise in
full of all outstanding Rights.



     (b)
If the  shares  of Common  Stock  (and,  following  the  occurrence  of a  Triggering
Event,  Common  Stock or other  securities)  issuable  and  deliverable  upon the
exercise of the Rights are listed on any  national  securities  exchange or automated
quotation  system,  the Company will use its reasonable  efforts to cause,  from and
after such time as the Rights become  exercisable,  all shares  reserved for such
issuance to be listed on such  exchange or automated  quotation  system upon official
notice of issuance  upon such exercise.



     (c)
The Company  will use its best  efforts and take such action as may be  appropriate
under,  or to ensure  compliance  with,  the  applicable  federal  and state  securities
laws in  connection  with the  exercisability  of the  Rights.  The Company may
temporarily suspend,  for up to 90 days after a Distribution Date, the exercisability of
the Rights in order to achieve compliance,  as  determined solely by the Board of
Directors,  with applicable federal and state securities laws. Upon any such suspension,
the Company  will issue a public  announcement  or send a written  notice to holders of
its Common  Stock  stating  that the  exercisability  of the  Rights has been temporarily
suspended,  as well as issue a public announcement or send a written notice to holders of
its Common Stock  at such time as the  suspension  no longer  remains in effect.
Notwithstanding  any provision of this  Agreement to the contrary,  the  Rights will not
be exercisable in any jurisdiction if the requisite  qualification in such  jurisdiction
has not been obtained,  or the  exercise of such Rights is not permitted under applicable
law.



     (d)
The Company  covenants  and agrees that it will take all such action as may be necessary
to ensure that all shares of  Common Stock (and/or other  securities)  delivered upon
exercise of Rights will, at the time of delivery of the  certificates  for such  shares
upon payment of the Purchase Price, be duly and validly authorized and issued and fully
paid and nonassessable.



     (e)
The  Company  further  covenants  and agrees  that it will pay when due and  payable  any
and all  federal  and state  transfer taxes and charges that may be payable in respect of
the issuance or delivery of the Rights  Certificates  and any Common Stock  or other
certificates  issued upon the exercise of Rights. The Company will not, however,  be
required to pay any transfer tax that may  be payable in respect of any  transfer or
delivery  of Rights  Certificates  to a Person  other  than,  or the  issuance or
delivery of  Common  Stock (or other  securities,  as the case may be) in respect of a
name other than that of the  registered  holder of the Rights  Certificates  or to issue
or deliver any Common Stock or other  certificates  in a name other than that of the
registered  holder until  such tax has been paid (any such tax being



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payable  by the
holder  of such  Rights  Certificate  at the time of  surrender)  or until it has been
established  to the  Company’s  satisfaction that no such tax is due.



Section 10.
Common Stock Record Date



     Each
Person in whose name any  certificate  representing  Rights Shares is issued will,  for
all  purposes,  be deemed to have  become the record holder of such Rights Shares
represented  thereby,  and such  certificate  will be dated, on the date upon which the
Rights  Certificate  evidencing such Rights was duly surrendered and payment of the
Purchase Price (and all applicable  transfer taxes)  was made;  provided,  however,  that
if the date of such  surrender  and  payment  is a date  upon  which  the  Common  Stock
(or other  securities,  as the case may be) transfer books of the Company are closed,
such Person will be deemed to have become the record holder  of the Rights  Shares on,
and such  certificate  will be dated,  the next  succeeding  Business Day on which the
Common Stock (or other  securities,  as the case may be) transfer books of the Company
are open.  Prior to the exercise of the Rights  evidenced  thereby,  the  Rights
Certificate  holders  will not be  entitled  to any  stockholder  rights  with  respect
to Rights  Shares,  including,  without  limitation,  the right to vote, to receive
dividends or other  distributions,  or to exercise any preemptive  rights,  and will not
be  entitled to receive any notice of any proceedings of the Company, except as provided
in this Agreement.



Section 11.
Adjustment of Purchase Price. Number and Kind of Shares, or Number of Rights



     The
Purchase  Price,  the number and kind of shares covered by each Right and the number of
Rights  outstanding are subject to  adjustment from time to time as provided in this
Section 11.



	     	(a)     (i)     In
the event the Company at any time after the date of this Agreement  (A) declares a
dividend on the Common Stock payable in shares of Common Stock,  (B)  subdivides the
outstanding Common Stock, (C) combines the outstanding  Common  Stock into a smaller
number of shares,  or (D) issues any shares of its capital  stock in a  reclassification
of the  Common Stock (including,  without limitation,  any such reclassification in
connection with a consolidation or merger in which  the Company is the  continuing  or
surviving  corporation),  except as otherwise  provided in this Section  11(a) and
Section  7(e),  the  Purchase  Price in  effect at the time of the  record  date for such
dividend  or of the  effective  date of such  subdivision,  combination  or
reclassification,  and the number and kind of shares of Common Stock or capital  stock,
as the  case may be,  issuable on such date,  will be  proportionately  adjusted so that
the holder of any Right  exercised after such  time will be entitled to receive, upon








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	     	payment
of the  Purchase Price then in effect,  the aggregate  number and kind of shares of
Common Stock  or capital  stock,  as  the case may be, that,  if such Right had been
exercised  immediately  prior to such date and at a time when the Common Stock  transfer
books of  the Company  were open,  such holder would have owned upon such  exercise  and
been  entitled to receive by  virtue of such dividend,  subdivision,  combination, or
reclassification.  If an event occurs that would require an adjustment  under both this
Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section
11(a)(i) will be in addition to, and will be made prior to, any adjustment required
pursuant to Section 11(a)(ii).







	     	     (ii)
Subject to action of the Board of Directors of the Company pursuant to Section 24
hereof; in the event that any Person, alone or together with its Affiliates and
Associates, at any time after the Rights Dividend Declaration Date, becomes an Acquiring
Person, then promptly following the occurrence of such Section 11(a)(ii) Event proper
provision shall be made so that each holder of a Right (except as provided in Section
7(e)) shall thereafter have the right to receive, upon exercise of each Right at the
then current Purchase Price in accordance with the terms of this Agreement, in lieu of
the number of shares of Common Stock for which a Right was previously exercisable, such
number of Rights Shares equal to the result obtained by (x) multiplying the then current
Purchase Price by the then number of shares of Common Stock for which a Right was
exercisable immediately prior to the first occurrence of the Section 11(a)(ii) Event and
(y) dividing that product (which, following such first occurrence, shall thereafter be
referred to as the “Purchase Price” for each Right and for all
purposes of this Agreement) by 50 percent of the Current Market Price (defined in
Section 11(d)) per share of Common Stock on the date of the occurrence of the Section
11(a)(ii) Event (such number of Rights Shares, the “Adjustment Shares”);
provided, however, that the Purchase Price and the number of Adjustment Shares shall be
further adjusted as provided in this Agreement to reflect any event occurring after the
date of such first occurrence.







	     	     (iii)
In the event that the number of shares of Common Stock that are authorized by the  Company’s
Certificate of Incorporation but not issued, or issued but not  outstanding, are not
sufficient to permit the exercise in full of the Rights in  accordance with Section 1
l(a)(ii), the Company will, upon the exercise of a Right and  payment of the applicable
Purchase Price, (A) determine the value of the Adjustment  Shares issuable upon the
exercise of a Right (the “Current Value”), and (B)  with respect
to each Right (subject to Section 7(e)), make adequate provision to  substitute for the
Adjustment Shares (1) cash, (2) a reduction in the Purchase  Price, (3) other equity
securities of the Company (including, without limitation,  shares, or units of








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	 	shares,
of preferred stock), that a Requisite Majority has deemed to have essentially the
same rights, privileges and preferences as shares of Common Stock (“Common Stock
Equivalents”)), (4) debt securities of the Company, (5) other assets, or (6) any
combination of the foregoing, having an aggregate value equal to the Current Value,
where such aggregate value has been conclusively determined by a Requisite Majority,
based upon the advice of a reputable and recognized investment banking firm selected
by a Requisite Majority; provided, however, that if the Company has not made
adequate provision to deliver value pursuant to clause (b) above within 30 days
following the first occurrence of a Section 11(a)(ii) Event, then the Company will be
obligated to deliver, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, shares of Common Stock (to the extent
available) and then, if necessary, cash, which shares or cash have an aggregate value
equal to the Spread. The term “Spread” means the excess of (i) the Current
Value over (ii) the Purchase Price. If the Board of Directors determines in good
faith that it is likely that sufficient additional shares of Common Stock could be
authorized for issuance upon exercise in full of the Rights, the 30-day period set forth
above may be extended to the extent necessary, but not more than 90 days after the
Section 11(a)(ii) Event, in order that the Company may seek shareholder approval for
the authorization of such additional shares (such 30-thy period, as it may be extended,
being the “Substitution Period”). To the extent that action is to be taken
pursuant to this Section 11(a)(iii), the Company (1) will provide, subject to Section
7(e), that such action will apply uniformly to all outstanding Rights, and (2) may
suspend the exercisability of the Rights until the expiration of the Substitution
Period in order to seek any required shareholder approval or to decide the
appropriate form of distribution to be made and the value thereof In the event of
any such suspension, the Company will issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension no longer remains in effect. For purposes of
this Section 11(a)(iii), the Current Value of each Adjustment Share will be the
Current Market Price per share of the Common Stock on the effective date of the
Section 11(a)(ii) Event and the per share or per unit value of any Common Stock
Equivalent will be deemed to equal the Current Market Price per share of the Common Stock
on such date.







     (b)
In case the  Company  fixes a record date for the  issuance  of rights,  options or
warrants to all holders of Common  Stock  entitling them to subscribe for or purchase
(for a period  expiring within 45 calendar days after such record date) Common Stock
(and/or  Common Stock  Equivalents)  (or  securities  convertible  into Common Stock) at
a price per share of Common Stock (or having a  conversion  price per share, if a
security  convertible into Common Stock) less than the Current Market Price per share of
Common Stock  on such



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record date,
the Purchase  Price to be in effect after such record date will be determined by
multiplying  the Purchase Price in effect  immediately  prior to such record date by a
fraction,  (i) the  numerator of which is the number of shares of Common Stock
outstanding  on such record  date,  plus the number of shares of Common  Stock that the
aggregate  offering  price of the total number of shares of  Common Stock  (and/or
Common  Stock  Equivalents)  so to be offered (or the  aggregate  initial  conversion
price of the  convertible  securities so to be offered)  would purchase at such Current
Market Price,  and (ii) the  denominator of which is the number of shares  of Common
Stock  outstanding  on such  record  date,  plus the  number of  additional  shares of
Common  Stock  (and/or  Common  Stock  Equivalents)  to be offered for  subscription  or
purchase (or into which the  convertible  securities  so to be offered are  initially
convertible).  In the event  that the number of shares of Common  Stock  issuable  under
the terms of a  convertible  security,  or the  conversion  or exercise  price of such
convertible  security,  changes after the initial  issuance of such  convertible
security,  an  adjustment  will be made to the  Purchase  Price that  conforms  with the
adjustment  set forth in this  Section  11(b).  In case such  subscription  price may be
paid by delivery of  consideration  part or all of which may be in a form other than
cash, the value of such  consideration will be as conclusively  determined in good faith
by the Board of Directors of the Company,  whose  determination will be  described in a
statement  filed with the Rights Agent and will be binding on the Rights Agent and the
holders of the Rights.  Shares of  Common  Stock  owned by or held for the  account  of
the  Company  will be deemed  not to be  outstanding  for the  purpose of any such
computation.  Such  adjustment  will be made  successively  whenever such a record date
is fixed,  and in the event that such rights or  warrants are not so issued,  the
Purchase  Price will be adjusted to be the Purchase  Price that would then be in effect
if such record  date had not been fixed.



     (c)
In case the  Company  fixes a record  date for a  distribution  to all holders of Common
Stock  (including  any such  distribution  made in connection  with a  consolidation  or
merger in which the Company is the continuing  corporation) of evidences of
indebtedness,  cash (other than a regular  quarterly  cash dividend out of the earnings
or retained  earnings of the  Company),  assets  (other than a dividend  payable in
Common Stock,  but including any dividend  payable in stock other than Common Stock) or
subscription  rights or warrants  (excluding  those referred to in Section 11(b)),  the
Purchase Price to be in effect after such record date will be  determined  by
multiplying  the Purchase  Price in effect  immediately  prior to such record date by a
fraction,  (i) the numerator of  which is the  Current  Market  Price per  share of
Common  Stock on such  record  date,  less the fair  market  value (as  conclusively
determined  in good faith by the Board of Directors of the Company,  whose  determination
will be described in a statement  filed with  the Rights  Agent) of the portion of the
cash,  assets,  or evidences of  indebtedness  so to be  distributed  or of such
subscription  rights or warrants applicable to a share of Common Stock and (ii) the
denominator of which is such Current



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Market Price
per share of Common Stock.  Such  adjustments will be made  successively  whenever such a
record date is fixed, and in the  event that such  distribution  is not so made,  the
Purchase  Price will be adjusted to be the  Purchase  Price that would have been in
effect if such record date had not been fixed.



     (d)
The “Current Market Price” per share of Common Stock on any date will mean
the fair value per share as determined in good faith by the Board of Directors, the
determination of which will be described in a written statement filed with the Rights
Agent and will be conclusive for all purposes.



     (e)
Anything in this  Agreement to the contrary  notwithstanding,  no adjustment  in the
Purchase  Price will be required  unless such adjustment  would require an increase or
decrease of at least one percent in the Purchase Price;  provided,  however,  that  any
adjustments  that by reason of this Section  11(e) are not  required to be made will be
carried  forward and taken into account in  any subsequent  adjustment.  All
calculations  under this Section 11 will be made to the nearest cent or to the nearest
one- hundredth  of a share of Common Stock.  Notwithstanding  the first sentence of this
Section 11(e), any adjustment required by this Section 11 will  be made no later than the
earlier of (i) three (3) years from the date of the  transaction  that mandates  such
adjustment or (ii) the  Final Expiration Date.



     (f)
If, as a result of an  adjustment  made  pursuant  to Section 1 1(a)(ii)  or Section
13(a),  the holder of any Right  thereafter  exercised  becomes  entitled to receive any
shares of capital stock other than Common Stock,  then the number of such other  shares
so  receivable  upon exercise of any Right and the Purchase  Price will be subject to
adjustment  from time to time in a manner  and on terms as nearly  equivalent as
practicable to the provisions with respect to the Common Stock contained in Sections
11(a),  (b),  (c), (e),  (g),  (h), (i), (j), (k), (m), and (q) and the  provisions of
Sections 7, 9, 10, 13, and 14 with respect to the Common Stock  will apply on like terms
to any such other shares.



     (g)
All Rights  originally  issued by the Company  subsequent  to any  adjustment  made to
the Purchase  Price under this  Agreement will evidence the right to purchase,  at the
adjusted  Purchase Price,  the number of Rights Shares  purchasable from time to  time
under this Agreement, all subject to further adjustment as provided in this Agreement.



     (h)
Unless the Company has  exercised  its election as provided in Section  11(i),  upon each
adjustment of the Purchase  Price as a result of the calculations  made in Sections 11(b)
and (c), each Right  outstanding  immediately prior to the making of such  adjustment
will thereafter  evidence the right to purchase,  at the adjusted Purchase Price,  that
number of Rights Shares  (calculated  to the nearest one-hundredth) obtained by (i)
multiplying (x) the



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number of
Rights Shares  covered by a Right  immediately  prior to this  adjustment,  by (y) the
Purchase  Price in effect  immediately  prior to such adjustment of the Purchase Price,
and (ii) dividing the product so obtained by the Purchase Price in effect  immediately
after such adjustment of the Purchase Price.



     (i)
The Company may elect on or after the date of any  adjustment  of the Purchase  Price to
adjust the number of Rights,  in lieu of any  adjustment  in the number of Rights Shares
purchasable  upon the exercise of a Right.  Each of the Rights  outstanding  after  such
an  adjustment  in the  number  of Rights  will be  exercisable  for the  number  of
Rights  Shares  for which a Right was  exercisable  immediately  prior to such
adjustment.  Each Right held of record prior to such  adjustment  of the number of Rights
will  become that number of Rights  (calculated to the nearest  one-hundredth)  obtained
by dividing the Purchase Price in effect immediately  prior to adjustment of the Purchase
Price by the Purchase  Price in effect  immediately  after  adjustment of the Purchase
Price.  The  Company  will make a public  announcement  of its  election  to adjust  the
number  of  Rights,  indicating  the  record  date for the  adjustment,  and,  if known
at the time,  the  amount  of the  adjustment  to be made.  This  record  date may be the
date on which the  Purchase  Price is adjusted or any day  thereafter,  but, if the
Rights  Certificates  have been issued,  will be at least ten Business  Days later than
the date of the public  announcement.  If Rights  Certificates have been issued,  upon
each adjustment of the number of  Rights pursuant to this Section 11(i),  the Company
will, as promptly as  practicable,  cause to be distributed to holders of record of
Rights  Certificates on such record date Rights  Certificates  evidencing,  subject to
Section 14, the additional  Rights to which such  holders are entitled as a result of
such  adjustment,  or, at the option of the Company,  will cause to be  distributed to
such holders  of record in substitution and replacement for the Rights  Certificates
held by such holders prior to the date of adjustment,  and upon  surrender thereof;  if
required by the Company,  new Rights  Certificates  evidencing all the Rights to which
such holders are entitled  after such adjustment.  Rights  Certificates so to be
distributed will be issued,  executed,  and  countersigned in the manner provided  for in
this Agreement  (and may bear, at the option of the Company,  the adjusted  Purchase
Price) and will be registered in the names  of the holders of record of Rights
Certificates on the record date specified in the public announcement.



     (j)
Irrespective  of any  adjustment  or change in the  Purchase  Price or the Rights
Shares,  the  Rights  Certificates  theretofore  and  thereafter  issued may continue to
express the Purchase  Price per Rights Shares and the number of Rights Shares that  were
expressed in the initial Rights Certificates issued under this Agreement.



     (k)
Before  taking any action that would cause an  adjustment  reducing the Purchase  Price
below the then par value,  if  any, of the number of Rights Shares, the Company will take



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any  corporate
action that may, in the opinion of its counsel,  be  necessary in order that the Company
may validly and legally  issue  such number of frilly paid and nonassessable Rights
Shares at such adjusted Purchase Price.



     (l)
In any case in which this Section 11 requires  that an  adjustment  in the Purchase
Price be made  effective as of a  record date for a specified  event,  the Company may
elect to defer until the  occurrence  of such event the  issuance to the holder of  any
Right  exercised  after such record date the number of Rights Shares and other capital
stock or securities of the Company,  if any,  issuable upon such  exercise  over and
above the number of Rights Shares and other capital stock or securities of the Company,
if any,  issuable  upon such  exercise on the basis of the  Purchase  Price in effect
prior to such  adjustment;  provided,  however,  that the  Company  will  deliver to such
holder a due bill or other  appropriate  instrument  evidencing  such  holder’s
right to receive  such  additional shares (fractional or otherwise) or securities upon
the occurrence of the event requiring such adjustment.



     (m)
Anything in this Section 11 to the  contrary  notwithstanding,  the Company will be
entitled to make such  reductions  in the Purchase Price, in addition to those
adjustments  expressly  required by this Section 11, as and to the extent that, in its
good  faith  judgment,  the  Board of  Directors  of the  Company  determines  it to be
advisable  in order  that any (i)  consolidation  or  subdivision  of the Common Stock,
(ii) issuance  wholly for cash of any shares of Common Stock at less than the Current
Market Price,  (iii) issuance  wholly for cash of shares of Common Stock or securities
that by their terms are  convertible  into or exchangeable  for  shares of Common  Stock,
(iv) stock  dividends,  or (v)  issuance  of rights,  options,  or warrants  referred to
in this  Section 11,  hereafter made by the Company to holders of its Common Stock will
not be taxable to such stockholders.



     (n)
The Company  covenants and agrees that it will not, at any time after the  Distribution
Date, (i)  consolidate  with  any other Person (other than a Subsidiary of the Company in
a transaction  that complies with Section  11(o)),  (ii) merge with,  from,  or into any
other Person (other than a Subsidiary of the Company in a transaction  that complies with
Section 11(o)),  or (iii) sell or  transfer (or permit any Subsidiary to sell or
transfer),  in one transaction,  or a series of related  transactions,  assets or earning
power  aggregating  more than 50 percent of the assets or earning power of the Company
and its  Subsidiaries  (taken as a whole) to any  other Person or Persons  (other than
the Company or any of its  Subsidiaries  in one or more  transactions  each of which
complies with  Section 11(o)),  if(x) at the time of or immediately  after such
consolidation,  merger,  or sale there are any rights,  warrants,  or  other  instruments
or securities  outstanding or agreements in effect that could  reasonably be expected to
substantially  diminish or  otherwise  eliminate the benefits  intended to be afforded by
the Rights or (y) prior to,  simultaneously  with, or immediately  after,  such
consolidation,



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merger, or
sale, the stockholders of the Person that constitutes, or would constitute, the “Principal
Party” for purposes of Section 13(a) have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates.



     (o)
The Company  covenants and agrees that, after the  Distribution  Date, it will not,
except as permitted by Section 23  or Section 27, take (or permit any  Subsidiary  to
take) any action if at the time such  action is taken it is  reasonably  foreseeable
that such action will diminish substantially or otherwise eliminate the benefits intended
to be afforded by the Rights.



     (p)
Notwithstanding  anything  in this  Agreement  to the  contrary,  in the event that the
Company at any time after the  Rights Dividend  Declaration Date and prior to the
Distribution Date (i) declares a dividend on the outstanding  shares of Common Stock
payable in shares of Common Stock,  (ii)  subdivides the outstanding  shares of Common
Stock, or (iii) combines the outstanding  shares  of Common Stock into a smaller number
of shares,  the number of Rights associated with each share of Common Stock then
outstanding,  or  issued or delivered  thereafter  but prior to the  Distribution  Date,
will be  proportionately  adjusted so that the number of Rights  thereafter  associated
with each share of Common Stock  following  any such event will equal the result
obtained by  multiplying  the  number of Rights  associated  with each share of Common
Stock  immediately  prior to such event by a fraction the numerator of which is  the
total number of shares of Common Stock  outstanding  immediately  prior to the occurrence
of the event and the denominator of which  is the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.



     (q)
In the event that the Rights become  exercisable  following a Section 11 (a)(ii) Event,
the Company,  by action of a  Requisite  Majority,  may permit the Rights,  subject to
Section 7(e), to be exercised for 50 percent of the shares of Common Stock (or  cash or
other  securities or assets to be substituted  for the Adjustment  Shares pursuant to
Section 1 1(a)(iii)) that would otherwise  be  purchasable  under  Section  11(a) in
consideration  of the  surrender to the Company of the Rights so exercised and without
other  payment of the Purchase  Price.  Rights  exercised  under this Section 11(q) will
be deemed to have been  exercised in full and will be  canceled.



Section 12.
Certificate of Adjusted Purchase Price or Number of Shares



     Whenever
an  adjustment  is made as provided in Section 11 or Section 13, the Company will (a)
promptly  prepare a certificate  setting forth such  adjustment and a brief  statement of
the facts  accounting for such  adjustment,  (b) promptly file with the Rights  Agent,
and with each transfer agent for the Common Stock, a copy of such certificate, and



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(c) mail a
brief summary thereof to each holder of a Rights  Certificate  (or, if prior to the
Distribution  Date, to each holder of a  certificate  representing  shares of Common
Stock) in accordance  with Section 25. The Rights Agent will be fully  protected in
relying  on any such certificate and on any adjustment contained in such certificate.



Section 13.
Consolidation, Merger or Sale or Transfer of Assets or Earning Power



     (a)
Except in a Permitted Transaction, in the event that, following the Stock Acquisition
Date, directly or indirectly, (i) the Company consolidates with, or merges with, or
into, any other Person (other than a Subsidiary of the Company in a transaction that
complies with Section 11(o)), and the Company is not the continuing or surviving Person
of such consolidation or merger; (ii) any Person (other than a Subsidiary of the
Company in a transaction that complies with Section 11(o)) consolidates with, or
merges with, or into, the Company, and the Company is the continuing or surviving
corporation of such consolidation or merger and, in connection with such
consolidation or merger, all or part of the outstanding shares of Common Stock is
changed into or exchanged for stock or other securities of any other Person or cash or
any other property; or (iii) the Company sells or otherwise transfers (or one or
more of its Subsidiaries sells or otherwise transfers), in one transaction or a
series of related transactions, assets or earning power aggregating more than 50
percent of the assets or earning power of the Company and its Subsidiaries (taken as a
whole) to any Person or Persons (other than the Company or any Subsidiary of the
Company in one or more transactions each of which complies with Section 11(o)), then,
and in each such case (except as contemplated by Section 13(d)), proper provision will
be made so that (A) each holder of a Right, except as provided in Section 7(e) or
Section 13(e), will thereafter have the right to receive, upon the exercise of each
Right at the then current Purchase Price in accordance with the terms of this
Agreement, such number of validly authorized and issued, fully paid, nonassessable,
and freely tradable shares of Common Stock of the Principal Party (as defined
below), not subject to any liens, encumbrances, preemptive rights, rights of first
refusal, or other adverse claims, as are equal to the result obtained by (1)multiplying the then current Purchase Price by the number of shares of Common Stock for
which a Right is exercisable immediately prior to the first occurrence of a Section
13 Event (or, if a Section 11 (a)(ii) Event has occurred prior to the first occurrence
of a Section 13 Event, multiplying the number of such shares of Common Stock for which
a Right was exercisable immediately prior to the first occurrence of a Section 1
1(a)(ii) Event by the Purchase Price in effect immediately prior to such first
occurrence), and (2) dividing that product (which, following the first occurrence of a
Section 13 Event, will be referred to as the “Purchase Price” for each Right
and for all purposes of this Agreement) by 50 percent of the Current Market Price per
share of the Common Stock of such Principal Party on the date of consummation of
such Section 13 Event; (B) such Principal Party will thereafter be liable for, and
will assume, by




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virtue of such
Section 13 Event, all the obligations and duties of the Company pursuant to this
Agreement; (C) the term “Company” will thereafter be deemed to refer to such
Principal Party, it being specifically intended that the provisions of Section 11
will apply only to such Principal Party following the first occurrence of a Section
13 Event; (D) such Principal Party will take such steps (including, but not limited
to, the reservation of a sufficient number of shares of its Common Stock) in connection
with the consummation of any such transaction as may be necessary to assure that
the provisions of this Agreement will thereafter be applicable, as nearly as may
be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of
the Rights; and (E) the provisions of Section 1 1(a)(ii) will be of no effect following
the first occurrence of any Section 13 Event.



     (b)
“Principal Party” means



     (i)
in the case of any  transaction  described in clause (i) or (ii) of the first sentence of
Section  13(a),  the Person  that is the issuer of any  securities  into which shares of
Common Stock of the Company are converted in such merger or  consolidation,  and if no
securities are so issued, the Person that is the other party to such merger or
consolidation; and



     (ii)
in the case of any transaction  described in clause (iii) of the first sentence of
Section 13(a),  the Person that is  the party  receiving the greatest  portion of the
assets or earning power  transferred  pursuant to such  transaction or  transactions;
provided,  however,  that in any such case,  (1) if the Common  Stock of such Person is
not at such time and has not been  continuously  over the preceding  twelve (12) month
period  registered  under Section 12 of the Exchange Act, and such Person is a direct or
indirect  Subsidiary  of another  Person the Common  Stock of which is and has been so
registered,  “Principal  Party” will refer to such other  Person;  and (2) in
case such Person is a Subsidiary,  directly or indirectly,  of more than one Person,
with Common Stock that is and  has been so  registered,  “Principal  Party” will
refer to  whichever  of such  Persons is the issuer of the Common  Stock  having the
greatest aggregate market value.



     (c)
The Company will not consummate any such  consolidation,  merger,  sale, or transfer
unless the Principal Party has a  sufficient  number of  authorized  shares of its Common
Stock that have not been issued or reserved for issuance to permit the exercise  in full
of the Rights in accordance  with this Section 13 and unless prior thereto the Company
and such  Principal  Party have executed  and  delivered to the Rights Agent a
supplemental  agreement  providing  for the  Principal  Party to assume and perform the
terms set  forth in Sections 13(a) and (b) and further  providing that, as soon as
practicable  after the date of any  consolidation,  merger,  or  transfer mentioned in
Section 13(a), the Principal Party will:



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	 	     (i)
to the extent  required by applicable  federal and state  securities  laws,  prepare and
file a registration  statement  under the Act,  with  respect  to the Rights  and the
securities  purchasable  upon  exercise  of the Rights on an  appropriate  form,  and
will use its best  efforts to cause such  registration  statement  to (A) become
effective as soon as  practicable  after such filing and (B) remain  effective (with a
prospectus at all times meeting the  requirements of the Act)  until the Final Expiration
Date; and







	 	     (ii)
deliver to holders of the Rights  historical  financial  statements for the Principal
Party and each of its  Affiliates  that comply in all respects with the  requirements
for  registration on Form 10 (or any successor form) under the  Exchange Act.







     (d)
In the event  that the  Rights  become  exercisable  under  Section  13(a),  the
Company,  by action of a  Requisite  Majority,  may agree with the  Principal  Party that
the  Principal  Party may permit the Rights to be exercised  for 50 percent of the
Common Shares of the Principal Party that would  otherwise be purchasable  under Section
13(a),  in  consideration  of the surrender to  the Principal Party, as the successor to
the Company under Section  13(a)(ii),  of the Rights so exercised and without other
payment of  the Purchase Price. Rights exercised under this Section 13(e)  will be deemed
to have been exercised in full and canceled.



     (e)
The  provisions of this Section 13 will similarly  apply to successive  mergers,
consolidations,  and sales or other  transfers.  In the event that a Section 13 Event
occurs at any time after the  occurrence  of a Section 11 (a)(ii)  Event,  the Rights
that have not theretofore been exercised will thereafter become exercisable in the manner
described in Section 13(a).



Section 14.
Fractional Rights and Fractional Shares



     (a)
The Company will not be required to issue fractions of Rights,  except prior to the
Distribution  Date as provided in  Section 11(p), or to distribute Rights Certificates
that evidence  fractional Rights. In lieu of such fractional Rights,  there will be  paid
to the registered holders of the Rights  Certificates with regard to which such
fractional Rights would otherwise be issuable,  an  amount in cash equal to the same
fraction of the current  market value of a whole  Right.  For  purposes of this  Section
14(a),  the  current  market value of a whole Right will be the fair value of the Rights
on such date as  conclusively  determined  in good faith by  the Board of Directors of
the Company.



     (b)
The Company  will not be  required to issue  fractions  of shares of Common  Stock upon
exercise of the Rights or to  distribute certificates that evidence fractional shares



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of Common
Stock. In lieu of fractional  shares of Common Stock,  the Company may pay to the
registered  holders of Rights  Certificates  at the time such  Rights are  exercised  as
provided  in this  Agreement  an amount in cash equal to the same  fraction of the
Current  Market Price of one share of Common Stock as of the Trading Day immediately
prior to the date of such exercise.



     (c)
The holder of a Right, by the acceptance of the Rights,  expressly waives the right to
receive any fractional  Rights  or any fractional shares upon exercise of a Right, except
as permitted by this Section 14.



Section 15.
Rights of Action



     All
rights of action in respect of this Agreement are vested in the respective  registered
holders of the Rights  Certificates  (and,  prior to the  Distribution  Date,  the
registered  holders  of the  Common  Stock);  and any  registered  holder of any  Rights
Certificate  (or, prior to the  Distribution  Date, of the Common  Stock),  without the
consent of the Rights Agent or of the holder of  any other  Rights  Certificate  (or,
prior to the  Distribution  Date,  of the Common  Stock),  may, on its own behalf and for
its own  benefit,  enforce,  and may institute and maintain any suit, action, or
proceeding against the Company to enforce,  or otherwise act in  respect of, its right to
exercise the Rights  evidenced by such Rights  Certificate in the manner  provided in
such Rights  Certificate  and in this  Agreement.  Without  limiting  the  foregoing  or
any  remedies  available  to the holders of Rights,  it is  specifically  acknowledged
that the  holders  of  Rights  would not have an  adequate  remedy at law for any  breach
of this  Agreement  and will be  entitled to  specific  performance  of the  obligations
under this  Agreement  and  injunctive  relief  against  actual or  threatened
violations of the obligations under this Agreement of any Person subject to this
Agreement.



Section 16.
Agreement of Rights Holders



     Every
holder of a Right by  accepting  the Rights  consents  and agrees with the Company and
the Rights  Agent and with every  other holder of a Right that:



     (a)
prior to the  Distribution  Date,  the Rights will be  transferable  only in  connection
with the transfer of Common  Stock;



     (b)
after the  Distribution  Date,  the Rights  Certificates  are  transferable  only on the
registry books of the Rights  Agent if  surrendered  at the  principal  office or offices
of the  Rights  Agent  designated  for such  purposes,  duly  endorsed  or  accompanied
by a proper instrument of transfer, and with the appropriate forms and certifications
fully executed;



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     (c)
subject to Section  6(a) and Section  7(f),  the Company and the Rights  Agent may deem
and treat the Person in whose  name a Rights  Certificate (or, prior to the Distribution
Date, the associated Common Stock certificate) is registered as the absolute  owner of
the Rights  evidenced  thereby  (notwithstanding  any  notations  of ownership  or
writing on the Rights  Certificates  or the  associated  Common Stock  certificate  made
by anyone  other than the Company or the Rights  Agent) for all  purposes  whatsoever,
and  neither the Company nor the Rights Agent, will be affected by any notice to the
contrary; and



     (d)
notwithstanding  anything in this  Agreement to the contrary,  neither the Company nor
the Rights Agent will have any  liability  to any  holder of a Right or other  Person  as
a result of its  inability  to  perform  any of its  obligations  under  this  Agreement
by reason of any  preliminary  or permanent  injunction  or other order,  decree,  or
ruling  issued by a court of competent  jurisdiction or by a governmental,  regulatory,
or administrative agency or commission,  or any statute, rule, regulation or executive
order  promulgated or enacted by any  governmental  authority,  prohibiting or otherwise
restraining  performance of such  obligation;  provided,  however,  the Company will use
its  reasonable  best efforts to have any such order,  decree,  or ruling lifted or
otherwise  overturned as soon as possible.



Section 17.
Rights Certificate Holder Not Deemed a Stockholder



     No
holder,  as such, of any Rights  Certificate will be entitled to vote or receive
dividends or be deemed for any purpose the  holder of the  number  of  shares of Common
Stock or any other  securities  of the  Company  that may at any time be  issuable  on
the  exercise of the Rights  represented  thereby,  nor will anything  contained in this
Agreement or in any Rights Certificate be construed  to confer upon the holder of any
Rights  Certificate,  as such,  any of the rights of a stockholder of the Company or any
right to vote  for the election of directors or upon any matter  submitted to
stockholders,  or to give or withhold  consent to any corporate  action,  or to receive
notice of meetings or other actions  affecting  stockholders  (except as provided in
Section 25), or to receive dividends  or  subscription  rights,  or  otherwise,  until
the Right or Rights  evidenced  by such  Rights  Certificate  have been  exercised  in
accordance with the provisions of this Agreement.



Section 18.
Concerning the Rights Agent



     (a)
The Company  agrees to pay to the Rights Agent  reasonable  compensation  for all
services  rendered by it under this  Agreement and, from time to time, on demand of the
Rights Agent, its reasonable  expenses and counsel fees and  disbursements and other
disbursements  incurred in the  administration  and execution of this  Agreement and the
exercise and  performance  of its duties under  this Agreement. The Company also agrees to



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indemnify the
Rights Agent for, and to hold it harmless against, any loss,  liability,  or expense,
incurred without gross negligence,  bad faith,  or willful  misconduct  on the part of
the Rights  Agent,  for  anything  done or omitted to be done by the Rights Agent in
connection  with the  acceptance  and  administration  of this  Agreement,  including,
without  limitation,  the costs and expenses of  defending  against any claim of
liability.  Except if caused by the gross  negligence,  willful  misconduct or bad faith
of the Rights  Agent,  in no case will the Rights  Agent be liable for  special,
indirect,  incidental  or  consequential  loss or damage of any kind  whatsoever
(including but not limited to lost profits),  even if the Rights Agent has been advised
of the  possibility of such loss or  damage.



     (b)
The Rights Agent will be protected and will incur no liability for or in respect of any
action  taken,  suffered,  or  omitted by it in connection  with its  administration  of
this Agreement in reliance upon any Rights  Certificate  or  certificate  for  Common
Stock or for other securities of the Company, instrument of assignment or transfer, power
of attorney,  endorsement,  affidavit,  letter, notice, direction, consent,  certificate,
statement, or other paper or document believed by it to be genuine and to be signed,
executed, and, where necessary, verified or acknowledged, by the proper Person or Persons.



Section 19.
Merger or Consolidation or Change of Name of Rights Agent



     (a)
Any Person into or with which the Rights  Agent or any  successor  Rights Agent may be
merged or with which it may be  consolidated,  or any Person  resulting from any merger
or  consolidation  to which the Rights Agent or any successor Rights Agent is a  party,
or any  corporation  succeeding to the corporate  trust or shareholder  services
business of the Rights Agent or any successor  Rights  Agent,  will be the  successor to
the Rights  Agent under this  Agreement  without the  execution or filing of any paper or
any  further act on the part of any of the  parties to this  Agreement;  provided,
however,  that such  corporation  would be eligible  for  appointment as a successor
Rights Agent under the  provisions of Section 21. In case at the time such successor
Rights Agent succeeds  to the agency created by this Agreement,  any of the Rights
Certificates have been countersigned but not delivered,  any such successor  Rights Agent
may adopt the  countersignature of a predecessor Rights Agent and deliver such Rights
Certificates so countersigned;  and  in case at that time any of the Rights  Certificates
have not been  countersigned,  any successor  Rights Agent may  countersign  such  Rights
Certificates  either in the name of the  predecessor or in the name of the successor
Rights Agent;  and in all such cases such  Rights Certificates will have the full force
provided in the Rights Certificates and in this Agreement.



     (b)
In case at any time the name of the Rights  Agent is changed  and at such time any of the
Rights  Certificates  have  been countersigned but not delivered, the Rights Agent




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may adopt the
countersignature  under its prior name and deliver Rights Certificates so countersigned;
and in case at that time any of  the Rights  Certificates have not been  countersigned,
the Rights Agent may countersign such Rights  Certificates  either in its prior  name or
in its  changed  name,  and in all such  cases  such  Rights  Certificates  will have the
full  force  provided  in the  Rights  Certificates and in this Agreement.



Section 20.
Duties of Rights Agent



     The
Rights Agent undertakes the duties and obligations  imposed by this Agreement upon the
following terms and conditions,  by  all of which the Company and the holders of Rights
Certificates, by their acceptance of such Rights Certificates, will be bound:



     (a)
The Rights Agent may consult with legal counsel (who may be legal  counsel for the
Company),  and the opinion of such  counsel  will be full and complete  authorization
and  protection  to the Rights Agent as to any action taken or omitted by it in good
faith and in accordance with such opinion.



     (b)
Whenever in the  performance  of its duties  under this  Agreement  the Rights  Agent
deems it necessary or desirable  that any fact or matter (including,  without
limitation,  the identity of any Acquiring Person and the determination of Current Market
Price) be proved or  established  by the Company  prior to taking or  suffering  any
action under this  Agreement,  such fact or matter  (unless  other  evidence  in  respect
of such  fact or  matter  is  specifically  prescribed  in this  Agreement)  may be
deemed to be  conclusively  proved and  established  by a  certificate  signed by the
Chairman or the  President of the Company and  delivered to the  Rights Agent;  and such
certificate  will be full  authorization to the Rights Agent for any action taken or
suffered in good faith by  it under the provisions of this Agreement in reliance upon
such certificate.



     (c)
The  Rights  Agent  will be liable  under  this  Agreement  only for its own gross
negligence,  bad faith or willful  misconduct.



     (d)
The Rights Agent will not be liable for or by reason of any of the  statements of fact or
recitals  contained in this  Agreement  or in the  Rights  Certificates  or be  required
to verify  the same  (except  as to its  countersignature  on such  Rights
Certificates), but all such statements and recitals are and will be deemed to have been
made by the Company only.



     (e)
The Rights Agent will not be under any  responsibility  in respect of the validity of
this Agreement or the execution  and  delivery of this  Agreement  (except the due
execution of this  Agreement  by the Rights  Agent) or in respect of the validity or
execution of any



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Rights
Certificate  (except  its  countersignature);  nor will it be  responsible  for any
breach by the  Company of any  covenant  or  condition  contained in this Agreement or in
any Rights  Certificate;  nor will it be responsible for any adjustment required under
the  provisions of Section 11 or Section 13, or responsible for the manner,  method,  or
amount of any such  adjustment or the  ascertaining  of the existence of facts that would
require any such  adjustment  (except with respect to the exercise of Rights  evidenced
by Rights  Certificates  after  actual  notice  of any such  adjustment);  nor will it by
any act  under  this  Agreement  be  deemed  to make any  representation  or  warranty
as to the  authorization  or  reservation  of any shares of Common  Stock to be issued
pursuant  to this  Agreement  or any Rights  Certificate  or as to whether  any shares of
Common  Stock will,  when so issued,  be validly  authorized  or  issued, fully paid, or
nonassessable.



     (f)
The Company  agrees that it will  perform,  execute,  acknowledge,  and deliver or cause
to be  performed,  executed,  acknowledged,  and delivered all such further and other
acts,  instruments  and  assurances as may reasonably be required by the Rights  Agent
for the carrying out or performing by the Rights Agent of the provisions of this
Agreement.



     (g)
The Rights Agent is hereby  authorized  and directed to accept  instructions  with
respect to the  performance of its  duties  under  this  Agreement  from the  Chairman
or the  President  of the  Company,  and to apply to such  officers  for  advice or
instructions  in  connection  with its  duties,  and it will not be liable for any action
taken or  suffered to be taken by it in good  faith in accordance with instructions of
any such officer.



     (h)
The Rights Agent and any stockholder,  director,  officer,  or employee of the Rights
Agent may buy, sell, or deal in  any of the Rights or other  securities of the Company or
become  pecuniarily  interested in any transaction in which the Company may be
interested,  contract with or lend money to the Company,  or otherwise act as fully and
freely as though it were not Rights Agent under  this  Agreement.  Nothing in this
Agreement will preclude the Rights Agent from acting in any other capacity for the
Company or for any  other Person.



     (i)
The Rights Agent may execute and exercise any of the rights or powers  vested by this
Agreement in it or perform any  duty under this  Agreement  either  itself or by or
through its  attorneys or agents,  and the Rights Agent will not be  answerable  or
accountable  for any act,  default,  neglect,  or misconduct of any such  attorneys or
agents or for any loss to the Company  resulting  from any such act, default,  neglect,
or misconduct;  provided,  however,  reasonable care was exercised in the selection and
continued  employment of such Person.



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     (j)
No provision of this Agreement  will require the Rights Agent to expend or risk its own
funds or otherwise  incur any  financial  liability  in the  performance  of any of its
duties  under this  Agreement  or in the  exercise  of its rights if there are
reasonable  grounds for  believing  that  repayment  of such funds or adequate
indemnification  against  such risk or liability is not  reasonably assured to it.



     (k)
If,  with  respect  to any  Right  Certificate  surrendered  to the  Rights  Agent  for
exercise  or  transfer,  the  certification  attached to the form of  assignment or form
of election to purchase,  as the case may be, has either not been  completed  or
indicates an  affirmative  response to clause I or 2 of such  certification,  the Rights
Agent will not take any further action with  respect to such requested exercise of
transfer without first consulting with the Company.



Section 21.
Change of Rights Agent



     The
Rights Agent or any  successor  Rights Agent may resign and be  discharged  from its
duties under this  Agreement  upon 30  days’ notice in writing mailed to the
Company,  and to each transfer agent of the Common Stock, by registered or certified
mail, and to  the holders of the Rights  Certificates  by  first-class  mail.  The
Company may remove the Rights Agent or any successor  Rights Agent  upon 30 days’ notice
in writing,  mailed to the Rights Agent or successor  Rights Agent, as the case may be,
and to each transfer agent  of the Common  Stock,  by registered or certified  mail,  and
to the holders of the Rights  Certificates  by  first-class  mail. If the  Rights  Agent
resigns or is removed or  otherwise  becomes  incapable  of acting,  the Company  will
appoint a successor to the Rights  Agent.  If the Company  fails to make such
appointment  within a period of 30 days after giving notice of such removal or after it
has  been  notified in writing of such  resignation  or  incapacity  by the  resigning or
incapacitated  Rights Agent or by the holder of a  Rights  Certificate  (who will,  with
such notice,  submit such holder’s Rights  Certificate  for inspection by the
Company),  then any  registered  holder of any Rights  Certificate  may apply to any
court of competent  jurisdiction  for the  appointment  of a new Rights  Agent.  Any
successor  Rights Agent,  whether  appointed by the Company or by such a court,  will be
a corporation  organized and doing  business under the laws of the United States or a
State of the United States,  in good standing,  that is authorized under such laws to
exercise  corporate  trust powers and is subject to supervision  or examination by
federal or state  authority and that has at the time  of its appointment as Rights Agent
a combined  capital and surplus of at least  $25,000,000.  After  appointment,  the
successor Rights  Agent will be vested with the same powers,  rights,  duties,  and
responsibilities  as if it had been originally named as Rights Agent  without  further
act or deed,  except that the  predecessor  Rights Agent will deliver and transfer to the
successor  Rights Agent any  property at the time held by it under this Agreement and
execute and deliver any



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      Rights Agreement	Page
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further
assurance,  conveyance, act, or deed necessary for the purpose. Not later than the
effective date of any such appointment,  the  Company will file notice of such
appointment in writing with the predecessor  Rights Agent and each transfer agent of the
Common Stock  and the Common Stock, and mail a notice of such appointment in writing to
the registered  holders of the Rights  Certificates.  Failure  to give any notice
provided for in this Section 21,  however,  or any defect in such notice,  will not
affect the legality or validity  of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case maybe.



Section 22.
Issuance of New Rights Certificates



     Notwithstanding
any of the  provisions  of  this  Agreement  or of the  Rights  to the  contrary,  the
Company  may,  in its  discretion,  issue new Rights  Certificates  evidencing Rights in
such form as may be approved by its Board of Directors to reflect any  adjustment or
change in the Purchase Price and the number,  kind or class of shares or other securities
or property  purchasable  under  the Rights  Certificates  made in accordance  with the
provisions of this  Agreement.  In addition,  in connection with the issuance or  sale of
shares of Common Stock  following the  Distribution  Date and prior to the Expiration
Date, the Company (a) will, with respect  to shares of Common  Stock so issued or sold
pursuant to the  exercise of stock  options or under any  employee  plan or  arrangement,
granted or awarded as of the  Distribution  Date, or upon the exercise,  conversion,  or
exchange of securities  issued by the Company,  and (b) may,  in any  other  case,  if
deemed  necessary  or  appropriate  by the  Board of  Directors  of the  Company,  issue
Rights  Certificates  representing the appropriate number of Rights in connection with
such issuance or sale;  provided,  however,  that (y) no  such Rights  Certificate  will
be issued if, and to the extent that,  the Company is advised by counsel that such
issuance would create  a significant risk of material adverse tax consequences to the
Company or the Person to whom such Rights  Certificate  would be issued,  and (z) no such
Rights  Certificate will be issued if, and to the extent that,  appropriate  adjustment
has otherwise been made in lieu  of the issuance of such Rights Certificate.



Section 23.
Redemption and Termination



     (a)
The Company may, at its option, by action of a Requisite Majority, at any time
prior to the earlier of (i) the Distribution Date, or (ii) the Final Expiration Date,
redeem all but not fewer than all the then outstanding Rights at the Redemption Price
(the date of such redemption, the “Redemption Date”), and the Company, at
its option, may pay the Redemption Price either in cash or Common Stock or other
securities of the Company, deemed by the Board of Directors, in the exercise of its sole
discretion, to be at least equivalent in value to the Redemption Price.



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     (b)
Immediately  upon the action of a Requisite  Majority  ordering the  redemption of the
Rights,  evidence of which has  been filed with the Rights  Agent and  without  any
further  action and  without  any  notice,  the right to  exercise  the Rights will
terminate and the only right  thereafter of the holders of Rights will be to receive the
Redemption  Price.  Promptly after the action  of a Requisite  Majority  ordering the
redemption of the Rights,  the Company will give notice of such  redemption to the Rights
Agent  and to the holders of the then  outstanding  Rights by mailing  such notice to all
such  holders at each  holder’s  last  address as it  appears upon the registry
books of the Rights Agent or, prior to the  Distribution  Date, on the registry  books of
the transfer agent  for the Common Stock.  Each such notice of redemption will state the
method by which the payment of the Redemption  Price will be made.  Any notice that is
mailed in the manner in this  Agreement  provided  will be deemed  given,  whether or not
the holder  receives  such  notice.  In any case,  failure to give such notice by mail,
or any defect in the notice,  to any particular  holder of Rights shall not  affect the
sufficiency of the notice to other holders of Rights.



Section 24.
Exchange



     (a)
The Board of Directors of the Company may, at its option, at any time after a
Triggering Event, exchange all or part of the then outstanding and exercisable
Rights (which will not include Rights that have become void pursuant to the provisions
of Section 7(e) hereof) for shares of Common Stock, each Right being exchangeable
for one share of Common Stock, appropriately adjusted to reflect any transaction
specified in Section 11(a)(i) occurring after the Record Date (such number of shares
of Common Stock issuable in exchange for one Right being referred to herein as the “Exchange
Shares”). Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or any of
its Subsidiaries or any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such Plan), together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of 50 percent or more of
the Common Stock then outstanding.



     (b)
Immediately  upon the action of the Board of  Directors of the Company  ordering the
exchange of any Rights  pursuant  to  subsection  (a) of this Section 24 and without any
further  action and without any notice,  the right to exercise such Rights shall
terminate  and the only right  thereafter  of a holder of such  Rights  shall be to
receive the  Exchange  Shares.  The  Company  shall  promptly  give public notice of any
such  exchange;  provided,  however,  that the failure to give, or any defect in, such
notice shall  not affect the validity of such exchange.  The Company  promptly shall mail
a notice of any such exchange to all of the holders of such  Rights at their last
addresses as they appear upon the registry books of



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      Rights Agreement	Page
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      Bancorp, Inc.	174-127362-3














the Rights
Agent.  Any notice that is mailed in the manner herein  provided shall be deemed given,
whether or not the holder  receives  the notice.  Each such notice of exchange  will
state the method by which the  exchange of the Common Stock for Rights will be effected
and, in the event of any partial  exchange,  the number of Rights which will be
exchanged.  Any partial  exchange shall be effected pro  rata based on the number of
Rights  (other than Rights which have become void  pursuant to the  provisions of Section
7(e) hereof) held  by each holder of Rights.



     (c)
In the event  that there  shall not be  sufficient  Common  Stock  issued  but not
outstanding,  or  authorized  but  unissued,  to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company shall take all such action
as may be necessary  to authorize  additional  Common  Stock for issuance  upon  exchange
of the Rights or shall take such other action  specified in Section 11 (a)(iii) hereof.



     (d)
The Company  shall not be required to issue  fractions of shares of Common  Stock to
distribute  certificates  which  evidence  fractional  Common Stock. In lieu of such
fractional  shares,  the Company shall pay to the registered  holders of the Right
Certificates  with regard to which such  fractional  shares would otherwise be issuable
an amount in cash equal to the same fraction of  the Current  Market Price of a whole
share of Common  Stock.  For the purposes of this  subsection  (d), the Current  Market
Price of a  whole share of Common  Stock shall be  determined  as of the Trading  Day
immediately  prior to the date of exchange  pursuant to this  Section 24.



Section 25.
Notice of Certain Events



     (a)
In case the Company  proposes,  at any time after the Distribution  Date, (i) to pay any
dividend payable in stock of  any class to the  holders of Common  Stock or to make any
other  distribution  to the  holders of Common  Stock  (other  than a regular  quarterly
cash dividend out of earnings or retained  earnings of the Company),  or (ii) to offer to
the holders of Common Stock rights  or  warrants  to  subscribe  for or to  purchase  any
additional  shares of Common  Stock or shares of stock of any class or any other
securities,  rights or options, or (iii) to effect any  reclassification  of its Common
Stock (other than a reclassification  involving  only the  subdivision of outstanding
shares of Common Stock),  or (iv) to effect any  consolidation  or merger into, or with
any other  Person  (other than a Subsidiary of the Company in a transaction  that
complies  with Section  11(o)),  or to effect any sale or other  transfer  (or to permit
one or more of its  Subsidiaries  to effect any sale or other  transfer),  in one
transaction  or a series of  related  transactions,  of more than 50 percent of the
assets or earning power of the Company and its  Subsidiaries  (taken as a whole)  to any
other Person or Persons (other than the Company or any of its Subsidiaries in one or more
transactions



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      Rights Agreement	Page
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      Bancorp, Inc.	174-127362-3















each of which
complies with Section 11(o)), or (v) to effect the liquidation,  dissolution or winding
up of the Company,  then, in each  such case, the Company will give to each holder of a
Rights  Certificate,  to the extent  feasible and in accordance with Section 26, a
notice of such proposed action,  which will specify the record date for the purposes of
such stock dividend,  distribution of rights or  warrants, or the date on which such
reclassification,  consolidation,  merger, sale, transfer, liquidation,  dissolution, or
winding up  is to take place and the date of  participation  therein by the holders of
the shares of Common Stock, if any such date is to be fixed,  and such  notice  will be
so given in the case of any  action  covered by clause (i) or (ii) above at least 20 days
prior to the record  date for determining  holders of the shares of Common Stock for
purposes of such action,  and in the case of any such other action,  at  least 20 days
prior to the date of the  taking of such  proposed  action or the date of  participation
therein  by the  holders of the  shares of Common Stock, whichever is the earlier.



     (b)
In case of a  Triggering  Event,  then (i) the Company  will as soon as  practicable
give to each holder of a Rights  Certificate,  to the extent  feasible and in accordance
with Section 26, a notice of the occurrence of such event,  which will specify  the event
and the  consequences  of the event to holders of Rights under this  Agreement,  and (ii)
all  references in Section 25(a) to  Common Stock will be deemed thereafter to refer to
other securities, if appropriate.



Section 26.
Notices



     Notices
or  demands  authorized  by this  Agreement  to be given or made by the  Rights  Agent or
by the holder of any Rights  Certificate to or on the Company will be sufficiently  given
or made if sent by first-class  mail,  postage  prepaid,  addressed (until  another
address is filed in writing with the Rights Agent) as follows:



	 	Mercantile
Bancorp, Inc.
440 Maine Street
Quincy, Illinois 62301
 Attention:  President







	 	     with
a copy to:







	 	Schmeideskamp,
Robertson, Neu & Mitchell  
525 Jersey  
Quincy, Illinois 62306  
Attention:  William G.
Keller, Jr., Esq.







	Shareholder
      Rights Agreement	Page
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      Bancorp, Inc.	174-127362-3













	 	                        and







	 	Suelthaus
& Walsh, P.C.  
7733 Forsyth Boulevard, 12th Floor  
St. Louis, Missouri 63105  
Attention:
Kenneth H. Suelthaus, Esq.







Subject to the
provisions of Section 21, any notice or demand  authorized  by this  Agreement to be
given or made by the Company or by  the holder of any  Rights  Certificate  to or on the
Rights  Agent will be  sufficiently  given or made if sent by  first-class  mail,
postage prepaid, addressed (until another address is filed in writing with the Company)
as follows:



	 	Mercantile
Trust & Savings Bank  
440 Maine Street  
Quincy, Illinois 62301  
Attention:  President







Notices or
demands  authorized  by this  Agreement  to be given or made by the Company or the Rights
Agent to the holder of any Rights  Certificate  (or,  if prior to the  Distribution
Date,  to the holder of  certificates  representing  shares of Common  Stock) will be
sufficiently  given or made if sent by first- class mail,  postage  prepaid,  addressed
to such holder at the address of such holder as  shown on the registry books of the
Company.



Section 27.
Supplements and Amendments



     The
Company,  by action of a  Requisite  Majority,  and the  Rights  Agent may from  time to
time  supplement  or amend  this  Agreement  without  the  approval of any  holders of
Rights in order to cure any  ambiguity,  to correct or  supplement  any  provision
contained in this Agreement that may be defective or inconsistent  with any other
provisions in this  Agreement,  or to make any other  provisions  in regard to matters or
questions  arising  under this  Agreement  that the Company and Rights Agent may deem
necessary or  desirable and that will be consistent  with,  and for the purpose of
fulfilling,  the objectives of the Board of Directors in adopting  this Agreement;
provided,  however,  that following the Stock Acquisition Date, this Agreement shall not
be amended in any manner that  would adversely affect the basic economic terms of the
Rights;  provided,  further,  that, once the Rights are no longer  redeemable in
accordance with Section 23 of this Agreement, no amendment to this Agreement may have the
effect of making the Rights redeemable.



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      Rights Agreement	Page
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      Bancorp, Inc.	174-127362-3













Section 28.
Successors



     All
the  covenants  and  provisions  of this  Agreement by or for the benefit of the Company
or the Rights Agent will bind and  inure to the benefit of their respective successors
and assigns under this Agreement.



Section 29.
Determinations and Actions by the Board of Directors



     For
all purposes of this  Agreement,  any  calculation  of the number of shares of Common
Stock  outstanding at any particular  time,  including for purposes of determining the
particular  percentage of such outstanding  shares of Common Stock of which any Person
is the  Beneficial  Owner,  will be made in  accordance  with the  last  sentence  of
Rule  13d-3(d)(1)(i)  of the  General  Rules  and  Regulations  under the Exchange Act as
in effect on the date of this  Agreement.  Subject to any  requirement  of a Requisite
Majority  contained in this  Agreement,  the Board of Directors of the Company will have
the exclusive  power and  authority to  administer  this  Agreement  and to  exercise
all rights and powers  specifically  granted to the Board of  Directors  or to the
Company,  or as may be  necessary or advisable in the administration of this Agreement,
including,  without  limitation,  the right and power to (a) interpret  the  provisions
of this  Agreement,  and (b) make all  determinations  deemed  necessary or advisable for
the  administration  of this  Agreement (including,  without limitation,  a determination
to redeem or not redeem the Rights, to amend the Agreement or to extend the  Distribution
Date). All such actions,  calculations,  interpretations and determinations  (including,
for purposes of clause (y) below,  all  omissions  with  respect to the  foregoing)  that
are done or made by the Board of  Directors  in good  faith,  will (x) be final,
conclusive,  and binding on the Company,  the Rights Agent, the holders of the Rights,
and all other parties,  and (y) not subject the  Board of Directors to any liability to
the holders of the Rights.



Section 30.
Benefits of this Agreement



     Nothing
in this  Agreement  will be  construed  to give to any Person  other than the  Company,
the  Rights  Agent,  and the  registered holders of the Rights  Certificates (and, prior
to the Distribution Date,  registered holders of the Common Stock) any legal  or
equitable  right,  remedy,  or claim under this  Agreement;  and this  Agreement  will be
for the sole and exclusive  benefit of the  Company,  the Rights Agent, and the
registered  holders of the Rights  Certificates  (and, prior to the Distribution  Date,
registered  holders of the Common Stock).



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      Rights Agreement	Page
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Section 31.
Severability


         If any term,  provision,  covenant,  or restriction of this  Agreement is held by a court of competent  jurisdiction  or other
authority to be invalid,  void,  or  unenforceable,  the  remainder  of the terms,  provisions,  covenants,  and  restrictions  of this
Agreement  will remain in full force and effect and will in no way be affected,  impaired,  or  invalidated;  provided,  however,  that
notwithstanding  anything in this  Agreement to the contrary,  if any such term,  provision,  covenant,  or restriction is held by such
court or authority to be invalid,  void,  or  unenforceable  and the Board of  Directors  of the Company  determines  in its good faith
judgment that severing the invalid  language from this Agreement  would adversely  affect the purpose or effect of this Agreement,  the
right of redemption  set forth in Section 23 will be reinstated  and will not expire until the Close of Business on the tenth  Business
Day following the date of such  determination  by the Board of Directors.  Without limiting the foregoing,  if any provision  requiring
action  by a  Requisite  Majority  is held by any  court  of  competent  jurisdiction  or  other  authority  to be  invalid,  void,  or
unenforceable,  such  determination  will then be made by the Board of Directors of the Company in accordance  with  applicable law and
the Company’s articles of incorporation and by-laws.


Section 32.
Governing Law


         This  Agreement,  each Right,  and each Rights  Certificate  issued under this  Agreement will be deemed to be a contract made
under the laws of the State of Delaware and for all purposes  will be governed by and  construed  in  accordance  with the laws of such
state applicable to contracts made and to be performed entirely within such state.


Section 33.
Counterparts


         This Agreement may be executed in any number of  counterparts  and each of such  counterparts  will for all purposes be deemed
to be an original, and all such counterparts will together constitute but one and the same instrument.


Section 34.
Interpretation



     Descriptive
headings of the several  Sections of this  Agreement  are inserted for  convenience  only
and will not control or  affect the meaning or construction  of any of the provisions of
this  Agreement.  References in this Agreement to Sections and Exhibits  are references
to the Sections of and Exhibits to this Agreement unless the context  requires
otherwise.  In this Agreement,  the word  “or” is not exclusive.



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



	COMPANY: 	MERCANTILE
BANCORP, INC.
   
By /s/ Dan S. Dugan
Dan S. Dugan
Chairman, President and
Chief Executive Officer









	RIGHTS AGENT:	MERCANTILE TRUST &
SAVINGS BANK
   
By /s/ Ted T. Awerkamp
Ted T. Awerkamp
Executive Vice President







	Shareholder
      Rights Agreement	Page
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      Bancorp, Inc.	174-127362-3














Exhibit A to
Shareholder Rights Agreement



[FORM OF
RIGHTS CERTIFICATE]
Certificate No. R-              
                     
                                __________ Rights



Not exercisable
after July 9, 2009 or earlier if redeemed by the Company. The Rights are subject to
redemption, at the option of the Company, at $0.01 per Right on the terms set
forth in the Shareholder Rights Agreement. Under certain circumstances, Rights
beneficially owned by an Acquiring Person (as such terms are defined in the Shareholder
Rights Agreement) and any subsequent holder of such Rights may become null and void.



RIGHTS
CERTIFICATE



Mercantile
Bancorp, Inc.



     This
certifies that _____________________, or registered assigns, is the registered owner
of the number of Rights set forth above, each of which entitles the owner thereof,
subject to the terms, provisions, and conditions of the Shareholder Rights
Agreement, dated as of July 9, 1999 (as amended from time to time, the “Shareholder
Rights Agreement”), between MERCANTILE BANCORP, INC., a Delaware corporation
(the “Company”), and MERCANTILE TRUST & SAVINGS BANK, an Illinois banking
corporation (the “Rights Agent”), to purchase from the Company at any time
prior to 5:00 p.m. (Quincy, Illinois time) on July 9, 2009 at the office or offices of
the Rights Agent designated for such purpose, or its successors as Rights Agent, one
fully paid, nonassessable share of Common Stock (the “Common Stock”) of the
Company, at a purchase price of $510.00 per share (the “Purchase Price”),
upon presentation and surrender of this Rights Certificate with the Form of Election
to Purchase and related Certification duly executed. The number of Rights evidenced
by this Rights Certificate (and the number of shares that may be purchased upon
exercise thereof) set forth above, and the Purchase Price per share set forth above,
are the number and Purchase Price as of July 9, 1999 based on the Common Stock as
constituted at such date. As provided in the Shareholder Rights Agreement, the
Purchase Price and the number and kind of shares of Common Stock or other securities,
that may be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of certain
events.



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      Rights Agreement	Page
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      Bancorp, Inc.	174-127362-3















     This
Rights  Certificate is subject to all of the terms,  provisions,  and  conditions of the
Shareholder  Rights  Agreement,  which terms,  provisions,  and  conditions  are
incorporated  herein by  reference  and made a part of this  certificate  and to which
Shareholder  Rights  Agreement  reference is hereby made for a full  description  of the
rights,  limitations  of rights,  obligations,  duties, and immunities  hereunder of the
Rights Agent, the Company,  and the holders of the Rights  Certificates,  which
limitations of  rights  include the  temporary  suspension  of the  exercisability  of
such Rights  under the  certain  circumstances  set forth in the  Shareholder  Rights
Agreement.  Copies of the Shareholder  Rights  Agreement are on file at the
above-mentioned  office of the Rights  Agent and are also available upon written  request
to the Rights Agent.  All capitalized  terms not otherwise  defined have the meaning  set
forth in the Shareholder Rights Agreement.



     Upon
the occurrence of a Section  11(a)(ii) Event, if the Rights evidenced by this Rights
Certificate are beneficially  owned  by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring  Person,  (ii) a transferee of any such Acquiring Person,
Associate,  or Affiliate,  or (iii) under certain circumstances specified in the
Shareholder Rights Agreement, a transferee of a Person  who,  after such  transfer,
became an Acquiring  Person or an Affiliate or Associate of an Acquiring  Person,  such
Rights will become  null and void and no holder of this  certificate  will have any right
with respect to such Rights from and after the occurrence of such  Section 11 (a)(ii)
Event.



     This
Rights Certificate,  with or without other Rights Certificates,  upon surrender at the
principal office or offices of the  Rights Agent  designated for such purpose,  may be
exchanged for another Rights  Certificate or Rights  Certificates  of like tenor and
date evidencing  Rights  entitling the holder to purchase a like aggregate  number of
shares of Common Stock as the Rights evidenced by  the Rights  Certificate  or Rights
Certificates  surrendered  have entitled  such holder to purchase.  If this Rights
Certificate  is  exercised in part,  the holder will be entitled to receive upon
surrender of this  certificate  another  Rights  Certificate or Rights  Certificates for
the number of whole Rights not exercised.



     Subject
to the provisions of the Shareholder  Rights  Agreement,  the Rights  evidenced by this
Certificate may be redeemed by  the  Company  at its  option at a  redemption  price of
$0.01 per  Right.  In  addition,  in  certain  circumstances  the Rights may be
exchanged,  in whole or in part, for shares of the Common Stock.  Immediately  upon the
action of the Board of Directors of the Company  authorizing  any such  exchange,  and
without any further  action or any notice,  the Rights (other than Rights that are not
subject to  such  exchange)  will  terminate  and the Rights will only enable  holders to
receive the shares  issuable  upon such  exchange.  Under  certain  circumstances set
forth in the Shareholder Rights Agreement,  the decision to redeem the Rights will
require the approval of a  Requisite Majority.



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      Rights Agreement	Page
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      Bancorp, Inc.	174-127362-3














     No
fractional  shares of Common Stock will be issued upon the exercise of any Right or
Rights  evidenced  hereby,  but in lieu  thereof a cash payment will be made, as provided
in the Shareholder Rights Agreement.



     No
holder of this Rights  Certificate  will be entitled to vote or receive  dividends  or be
deemed for any purpose the holder  of shares of Common Stock or of any other securities
of the Company that may at any time be issuable on the exercise  hereof,  nor will
anything contained in the Shareholder  Rights Agreement or herein be construed to confer
upon the holder of this certificate,  as such,  any of the rights of a  stockholder  of
the Company or any right to vote for the election of directors or upon any matter
submitted to  stockholders  at any meeting  thereof,  or to give or withhold  consent to
any corporate  action,  or, to receive notice of meetings or  other  actions  affecting
stockholders  (except  as  provided  in the  Shareholder  Rights  Agreement),  or to
receive  dividends  or  subscription  rights, or otherwise,  until the Right or Rights
evidenced by this Rights  Certificate have been exercised as provided in  the Shareholder
Rights Agreement.



     This
Rights Certificate will not be valid or obligatory for any purpose until it has been
countersigned by the Rights Agent.



     IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the _____ day of_________, _______



	          COMPANY: 	 MERCANTILE
BANCORP, INC.
    
By_______________________________________
Name:____________________________________
Title: _____________________________________








	          RIGHTS AGENT: 	 MERCANTILE
TRUST & SAVINGS BANK
    
By_______________________________________
Name:____________________________________
Title: _____________________________________







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[FORM OF
REVERSE SIDE OF RIGHTS CERTIFICATE]



FORM OF
ASSIGNMENT



(To be executed
by the registered holder if such holder desires to transfer the Rights Certificate.)



     FOR
VALUE RECEIVED hereby sells, assigns, and transfer unto _________________________________________________
_____________________________________________________________________________________________________



(Print name
and address of transferee)




this Rights
Certificate, together with all right, title, and interest therein, and does hereby
irrevocably constitute and appoint ____________________________________ attorney, to
transfer the within Rights Certificate on the books of the MERCANTILE BANCORP, INC. (the“Company”), with full power of substitution. The undersigned acknowledges
that this Assignment is voidable by the Company if it contains any material misstatement
of fact by the transferor.




	Dated:________________________ 	 ______________________________

Signature
   
Signature Guaranteed:
______________________________








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CERTIFICATION



The undersigned
hereby certifies by checking the appropriate boxes that:



     (1)
this Rights Certificate (  ) is (  ) is not being sold, assigned, or transferred by or on
behalf of a Person who is  or was an Acquiring Person or an Affiliate or Associate of any
such Acquiring Person (as such terms are defined pursuant to the  Shareholder Rights
Agreement); and



     (2)
after due inquiry and to the best knowledge of the undersigned, the undersigned  (  ) did
(  )  did not acquire the Rights evidenced by this Rights Certificate from any Person who
is, was or subsequently became an  Acquiring Person or an Affiliate or Associate of an
Acquiring Person.




	Dated:________________________ 	 ______________________________

Signature
   
Signature Guaranteed:
______________________________









     Signatures
must be guaranteed by a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United States.



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FORM OF
ELECTION TO PURCHASE



     The
signature to the  foregoing  Assignment  and  Certificate  must  correspond  to the name
as written upon the face of this  Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever.



To:  MERCANTILE
BANCORP, INC.



     The
undersigned hereby irrevocably elects to exercise  ______________________ Rights
represented by this Rights Certificate to  purchase the shares of Common Stock  issuable
upon the exercise of the Rights (or such other  securities of the Company or of any other
person that may be issuable  upon the exercise of the Rights) and requests that
certificates  for such shares be issued in the name of  and delivered to:



Social security
or other identifying number: ________________________________________________________________________



Name and
address: __________________________________________________________________________________________ 




_________________________________________________________________________________________________________



     If
such  number of Rights are not all the Rights  evidenced  by this  Rights  Certificate,
a new Rights  Certificate  for the  balance of such Rights will be registered in the name
of and delivered to:



Social security
or other identifying number: ________________________________________________________________________



Name and
address: __________________________________________________________________________________________ 




_________________________________________________________________________________________________________




The
undersigned  acknowledges  that this Election to Purchase is voidable by the Company if
it contains any material  misstatement  of  fact by the undersigned.





	Dated:________________________ 	 ______________________________

Signature
   
Signature Guaranteed:
______________________________







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CERTIFICATION



     The
undersigned hereby certifies by checking the appropriate boxes that:



     (1)
the Rights evidenced by this Rights Certificate ( ) are ( ) are not being exercised by
or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate
of any such Acquiring Person (as such terms are defined pursuant to the Shareholder
Rights Agreement); and



     (2)
after due inquiry and to the best knowledge of the undersigned, the undersigned  (  ) did
(  ) did not acquire the Rights evidenced by this Rights Certificate from any Person who
is, was or became an Acquiring  Person or an Affiliate or Associate of an Acquiring
Person.





	Dated:________________________ 	 ______________________________

Signature
   
Signature Guaranteed:
______________________________









     Signatures
must be guaranteed by a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United States.




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Exhibit B to
Shareholder Rights Agreement



SUMMARY



Mercantile
Bancorp, Inc. Shareholder Rights Agreement
and Rights to Purchase Common Shares



     On
July 9, 1999, the Board of Directors of Mercantile Bancorp, Inc. (the “Company”)
declared a dividend of one common share purchase right (a “Right”) for each
outstanding share of common stock, $5.00 par value per share (the “Common Shares”),
of the Company. The dividend was made to the shareholders of record at the close of
business on July 9, 1999 (the “Record Date”). Each Right entitles the
registered holder to purchase from the Company one Common Share, at a price of $510.00
(the “Purchase Price”), subject to adjustment. The description and terms of
the Rights are set forth in a Shareholder Rights Agreement dated as of July 9, 1999
(the “Shareholder Rights Agreement”) between the Company and Mercantile Trust & Savings
Bank as Rights Agent (the “Rights Agent”).



     Until
a “Distribution Date” occurs, the Rights will be evidenced, with respect to
any Common Share certificate outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached to the
certificate. A “Distribution Date” means the date that is ten Business Days
following the earlier of the following dates: (i) a public announcement regarding or
the consummation of a transaction in which a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 15 percent or more of the outstanding Common Shares (an “Acquiring
Person”); (ii) the consummation of a transaction in which the Company consolidates
with or merges with or into, any other entity and either the Company is not the
continuing or surviving entity of such consolidation or merger, or in connection
with such consolidation or merger, all or part of the Company’s outstanding
Common Shares is changed into or exchanged for stock or other securities of any other
entity, cash, or other property; (iii) the consummation of a transaction in which
the Company sells or transfers, in one transaction or a series of related
transactions, assets or earning power aggregating more than 50 percent of the assets
or earning power of the Company; or (iv) the commencement of, announcement of an
intention to make, or the consummation of a tender offer or exchange offer, which
would result in the beneficial ownership by a person or group of 15 percent or more of
such outstanding Common Shares. A majority of the Full Board of Directors may in their
discretion vote to extend the Distribution Date.



     The
Shareholder  Rights Agreement  provides that,  until the  Distribution  Date, the Rights
will be transferred with and only  with the Common Shares. Until the Distribution




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Date (or
earlier redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Shareholder Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the surrender
for transfer of any certificates for Common Shares outstanding even without such
notation or a copy of this Summary of Rights being attached to such Certificate, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights (the “Right Certificates”)
will be mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence the
Rights.



     The
Rights are not exercisable until the Distribution Date. The Rights will expire on July
9, 2009 (the “Final Expiration Date”), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed by the Company, in each case, as
described below.



     The
Purchase  Price  payable and the number of Common  Shares or other  securities  or
property  issuable upon exercise of the  Rights are subject to  adjustment  from time to
time to prevent  dilution (i) in the event of a stock  dividend  on, or a  subdivision,
combination,  or  reclassification  of, the Common  Shares,  (ii) upon the grant to
holders of the Common  Shares of certain  rights or  warrants to subscribe  for or
purchase  Common  Shares at a price,  or  securities  convertible  into Common• Shares
with a conversion  price,  less than the then Current Market Price of the Common Shares
or (iii) upon the  distribution to holders of the Common Shares of  evidences of
indebtedness or assets or of subscription rights or warrants (other than those referred
to above).



     In
the event that any person or entity becomes an Acquiring  Person (the beneficial  owner
of 15 percent or more of the Common  Shares),  provision will be made so that each holder
of a Right,  other than Rights  beneficially  owned by the Acquiring Person (which  will
then be void),  will have the right to purchase  from the Company upon exercise that
number of Common Shares having a market value  of two times the applicable exercise price
of the Right ($510.00).



     The
Shareholder Rights Agreement excludes from the definition of Acquiring Persons who
certify to the Company that they inadvertently acquired in excess of 14.9 percent of
the outstanding Common Shares and thereafter divest such excess Common Shares or who
acquire 15 percent or more of the Common Shares in a Permitted Transaction. A “Permitted
Transaction” is a stock acquisition or tender or exchange offer pursuant to a
definitive agreement which would result in a person beneficially owning 15 percent or
more of the




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Common Shares
and which has been  approved by a majority of the Full Board of Directors  prior to the
execution of the agreement or the  public announcement of the offer.



     In
the event that the Company is  acquired in a merger or other  business  combination
transaction,  or 50 percent or more of  its consolidated  assets or earning power are
sold,  proper  provisions will be made so that each holder of a Right will have the right
to purchase from the acquiring  company,  upon the exercise of the Right at the then
applicable  exercise price,  that number of shares  of common stock of the  acquiring
company that at the time of such  transaction  will have a market value of two times the
applicable  exercise price of the Right ($510.00).



     With
certain  exceptions,  no  adjustment  in the Purchase  Price will be required  until
cumulative  adjustments  require an  adjustment of at least 1 percent in such Purchase
Price.  No fractional  Common Shares will be issued and, in lieu of such  fractional
shares,  an  adjustment  in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date  of exercise.



     After
a person  becomes an  Acquiring  Person,  the  Company’s  Board of Directors  may
exchange the Rights,  other than those  Rights owned by the  Acquiring  Person,  in whole
or in part, at an exchange  ratio of one share of Common Stock per Right,  subject to
adjustment.  However, the Board of Directors cannot conduct an exchange at any time after
any Person,  together with its Affiliates and  Associates, becomes the Beneficial Owner
of 50 percent or more of the outstanding Common Stock.



     At
any time prior to a Distribution Date, a majority of the Full Board of Directors may
redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the “Redemption
Price”). In addition, the Board of Directors may extend or reduce the period
during which the Rights are redeemable, so long as the Rights are redeemable at the
time of such extension or reduction. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.



     The
terms of the Rights may be amended by the Board of Directors of the Company  without the
consent of the holders of the Rights, including an amendment to extend the Final
Expiration Date, except that from and after the date any Person becomes an Acquiring
Person, no such amendment may adversely affect the economic interests of the holders of
the  Rights.




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     Until
a Right is exercised, the holder of the Right, as such, will have no rights as a
shareholder of the Company,  including, without limitation, the right to vote, or to
receive dividends.



     This
Summary does not purport to be a complete statement of all aspects of the Shareholder
Rights Agreement and the related  Rights, and is qualified in its entirety by reference
to the Shareholder Rights Agreement, a copy of which may be obtained free of  charge from
the Company.



___________________________






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