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                          THIRD AMENDED AND RESTATED
              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
               OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                          MERCANTILE BANCORPORATION INC.

       I, Michael T. Normile,  Senior Vice President, Finance and Control of
Mercantile Bancorporation Inc., a corporation organized and existing under
the General and Business Corporations Law of the State of Missouri  ("MBI"),
in accordance with the provisions of Section 351.180.7 thereof, DO HEREBY
CERTIFY:

       That pursuant to the authority conferred upon the Board of Directors
by the Articles of Incorporation, as amended, of MBI and Section 1 of the
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, adopted by the Board on May 23, 1988, the said
Board of Directors on February 19, 1997, adopted a resolution increasing the
number of authorized Series A Junior Participating Preferred Shares from
1,000,000 to 2,000,000, and approving the form of this Third Amended and
Restated Certificate of Designation; and

       That, as amended and restated, the designation and amount of Series A
Junior Participating Preferred Shares, the powers, preferences, and relative,
participating, optional and other special rights of said shares, and the
qualifications, limitations, or restrictions thereof, shall be as follows:

       Section 1.  Designation and Amount.  There shall be a series of the
                   ----------------------
voting preferred stock of the Company which shall be designated as the
"Series A Junior Participating Preferred Stock," no par value, and the number
of shares constituting such series shall be 2,000,000.  Such number of shares
may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Junior Participating Preferred Stock to a number less than that of the shares
then outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of outstanding
securities issued by the Company.

       Section 2.  Dividends and Distributions.
                   ---------------------------

       (a)     Subject to the rights of the holders of any shares of any
       series of preferred stock of the Company ranking prior and superior to
       the Series A Junior Participating Preferred Stock with respect to
       dividends, the holders of shares of Series A Junior Participating
       Preferred Stock, in preference to the holders of shares of Common
       Stock, $0.01 par value (the "Common Stock"), of MBI and of any other
       junior stock, shall be entitled to receive, when, as and if declared
       by the Board of Directors out of funds legally available for the
       purpose, quarterly dividends payable in cash on the first day of
       January, April, July and October in each year (each such date being
       referred to herein as a "Quarterly Dividend Payment Date"), commencing
       on the first Quarterly Dividend Payment Date after the first issuance
       of a share or fraction of a share of Series A Junior Participating
       Preferred Stock, in an amount per share (rounded to the nearest cent)
       equal to the greater of (a) $1 or (b) subject to the provision for
       adjustment hereinafter set forth, 100 times the aggregate per share
       amount of all cash dividends and 100 times the aggregate per share
       amount (payable in kind) of all non-cash dividends or other
       distributions, other than a dividend payable in shares of Common Stock
       or a subdivision of the outstanding shares of Common Stock (by
       reclassification or otherwise), declared on the Common Stock since the
       immediately preceding Quarterly Dividend Payment Date or, with respect
       to the first Quarterly Dividend Payment Date, since the first issuance
       of any share or fraction of a share of Series A Junior Participating
       Preferred Stock.  In the event MBI shall at any time after May 23,
       1988 (the "Rights Declaration Date") declare or pay any dividend on
       the Common Stock payable in shares of Common Stock, or effect a
       subdivision or combination or consolidation of the outstanding shares
       of Common Stock (by reclassification or otherwise than by payment of a
       dividend in shares of Common Stock) into a greater or lesser number of
       shares of Common Stock, then in each such case the amount to which
       holders of shares of Series A

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       Junior Participating Preferred Stock were entitled immediately prior to
       such event under clause (b) of the preceding sentence shall be adjusted
       by multiplying such amount by a fraction, the numerator of which is the
       number of shares of Common Stock outstanding immediately after such
       event and the denominator of which is the number of shares of Common
       Stock that were outstanding immediately prior to such event.

       (b)     MBI shall declare a dividend or distribution on the Series A
       Preferred Stock as provided in paragraph (a) of this Section
       immediately after it declares a dividend or distribution on the Common
       Stock (other than a dividend payable in shares of Common Stock);
       provided that, in the event no dividend or distribution shall have
       been declared on the Common Stock during the period between any
       Quarterly Dividend Payment Date and the next subsequent Quarterly
       Dividend Payment Date, a dividend of $1 per share on the Series A
       Junior Participating Preferred Stock shall nevertheless be payable on
       such subsequent Quarterly Dividend Payment Date.

       (c)     Dividends shall begin to accrue and be cumulative on
       outstanding shares of Series A Junior Participating Preferred Stock
       from the Quarterly Dividend Payment Date next preceding the date of
       issue of such shares, unless the date of issue of such shares is prior
       to the record date for the first Quarterly Dividend Payment Date, in
       which case dividends on such shares, or unless the date of issue is a
       Quarterly Dividend Payment Date or is a date after the record date for
       the determination of holders of shares of Series A Junior
       Participating Preferred Stock entitled to receive a quarterly dividend
       and before such Quarterly Dividend Payment Date, in either of which
       events such dividends shall begin to accrue and be cumulative from
       such Quarterly Dividend Payment Date.  Accrued but unpaid dividends
       shall not bear interest.  Dividends paid on the shares of Series A
       Junior Participating Preferred Stock in an amount less than the total
       amount of such dividends at the time accrued and payable on such
       shares shall be allocated pro rata on a share-by-share basis among all
       such shares at the time outstanding.  The Board of Directors may fix a
       record date for the determination of holders of shares of Series A
       Junior Participating Preferred Stock entitled to receive payment of a
       dividend or distribution declared thereon, which record date shall be
       not more than 60 days prior to the date fixed for the payment thereof.

       Section 3.  Voting Rights.  The holders of shares of Series A Junior
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Participating Preferred Stock shall have the following voting rights:

       (a)     Each share of Series A Junior Participating Preferred Stock
       shall entitle the holder thereof to one vote on all matters submitted
       to a vote of the stockholders of the Company.

       (b)     Except as otherwise provided herein, in MBI's Articles of
       Incorporation or by law, the holders of shares of Series A Junior
       Participating Preferred Stock, the holders of shares of Common Stock,
       and the holders of shares of any other capital stock of MBI having
       general voting rights, shall vote together as one class on all matters
       submitted to a vote of stockholders of MBI.

       (c)     Except as otherwise set forth herein or in MBI's Articles of
       Incorporation, and except as otherwise provided by law, holders of
       Series A Junior Participating Preferred Stock shall have no special
       voting rights and their consent shall not be required (except to the
       extent they are entitled to vote with holders of Common Stock as set
       forth herein) for taking any corporate action.

       Section 4.  Certain Restrictions.
                   --------------------

       (a)     Whenever dividends or distributions payable on the Series A
       Junior Participating Preferred Stock as provided in Section 2 are in
       arrears, thereafter and until all accrued and unpaid dividends and
       distributions, whether or not declared, on shares of Series A Junior
       Participating Preferred Stock outstanding shall have been paid in
       full, MBI shall not:

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               (i)    declare or pay dividends on, make any other
               distributions on, or redeem or purchase or otherwise acquire
               for consideration any shares of stock ranking junior (either as
               to dividends or upon liquidation, dissolution or winding up) to
               the Series A Junior Participating Preferred Stock;

               (ii)   declare or pay dividends on or make any other
               distributions on any shares of stock ranking on a parity
               (either as to dividends or upon liquidation, dissolution or
               winding up) with the Series A Junior Participating Preferred
               Stock, except dividends paid ratably on the Series A Junior
               Participating Preferred Stock and all such parity stock on
               which dividends are payable or in arrears in proportion to the
               total amounts to which the holders of all such shares are then
               entitled;

               (iii)  except as permitted in Section 4(a)(iv) below, redeem
               or purchase or otherwise acquire for consideration shares of
               any stock ranking on a parity (either as to dividends or upon
               liquidation, dissolution or winding up) with the Series A
               Junior Participating Preferred Stock, provided that MBI may at
               any time redeem, purchase or otherwise acquire shares of any
               such parity stock in exchange for shares of any stock of MBI
               ranking junior (either as to dividends or upon dissolution,
               liquidation or winding up) to the Series A Junior Participating
               Preferred Stock; and

               (iv)   purchase or otherwise acquire for consideration any
               shares of Series A Junior Participating Preferred Stock, or any
               shares of stock ranking on a parity with the Series A Junior
               Participating Preferred Stock, except in accordance with a
               purchase offer made in writing or by publication (as determined
               by the Board of Directors) to all holders of such shares upon
               such terms as the Board of Directors, after consideration of
               the respective annual dividend rates and other relative rights
               and preferences of the respective series and classes, shall
               determine in good faith will result in fair and equitable
               treatment among the respective series or classes.

       (b)     MBI shall not permit any subsidiary of MBI to purchase or
       otherwise acquire for consideration any shares of stock of MBI unless
       MBI could, under paragraph (a) of this Section 4, purchase or
       otherwise acquire such shares at such time and in such manner.

       Section 5.  Reacquired Shares.  Any shares of Series A Junior
                   -----------------
Participating Preferred Stock purchased or otherwise acquired by MBI in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.  MBI shall cause all such shares upon their cancellation
to be authorized but unissued shares of Preferred Stock which may be reissued
as part of a new series of Preferred Stock, subject to the conditions and
restrictions on issuance set forth herein.

       Section 6.  Liquidation, Dissolution or Winding Up.
                   --------------------------------------

       (a)     Upon any liquidation (voluntary or otherwise), dissolution or
       winding up of MBI, no distribution shall be made to the holders of
       shares of stock ranking junior (either as to dividends or upon
       liquidation, dissolution or winding up) to the Series A Junior
       Participating Preferred Stock unless, prior thereto, the holders of
       shares of Series A Junior Participating Preferred Stock shall have
       received $100 per share, plus an amount equal to accrued and unpaid
       dividends and distributions thereon, whether or not declared, to the
       date of such payment (the "Series A Liquidation Preference").
       Following the payment of the full amount of the Series A Liquidation
       Preference, no additional distributions shall be made to the holders
       of shares of Series A Junior Participating Preferred Stock, unless,
       prior thereto, the holders of shares of Common Stock shall have
       received an amount per share (the "Common Adjustment") equal to the
       quotient obtained by dividing (i) the Series A Liquidation Preference
       by (ii) 100 (as appropriately adjusted as set forth in subparagraph C
       below to reflect such events as stock dividends, and subdivisions,
       combinations and consolidations with respect to the Common Stock)
       (such number in clause (ii) being referred to as the "Adjustment
       Number").  Following the payment of the full amount of the

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       Series A Liquidation Preference and the Common Adjustment in respect of
       all outstanding shares of Series A Junior Participating Preferred Stock
       shall receive their ratable and proportionate share of the remaining
       assets to be distributed in the ratio of the Adjustment Number to 1
       with respect to such Series A Junior Participating Preferred Stock and
       Common Stock, on a per share basis, respectively.

       (b)     In the event there are not sufficient assets available to
       permit payment in full of the Series A Liquidation Preference and the
       liquidation preferences of all other series of preferred stock, if
       any, which rank on a parity with the Series A Junior Participating
       Preferred Stock, then such remaining assets shall be distributed
       ratably to the holders of such parity shares in proportion to their
       respective liquidation preferences.  In the event there are not
       sufficient assets available to permit payment in full of the Common
       Adjustment, then such remaining assets shall be distributed ratably to
       the holders of Common Stock.

       (c)     In the event MBI shall at any time after the Rights Declaration
       Date declare or pay any dividend on Common Stock payable in shares of
       Common Stock, or effect a subdivision or combination or consolidation
       of the outstanding shares of Common Stock (by reclassification or
       otherwise than by payment of a dividend in shares of Common Stock)
       into a greater or lesser number of shares of Common Stock, then in
       each such case the Adjustment Number in effect immediately prior to
       such event shall be adjusted by multiplying such Adjustment Number by
       a fraction the numerator of which is the number of shares of Common
       Stock outstanding immediately after such event and the denominator of
       which is the number of shares of Common Stock that are outstanding
       immediately prior to such event.

       Section 7.  Consolidation, Merger, etc.  In case MBI shall enter into
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any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is exchanged or changed.  In the event MBI shall at any time
after the Rights Declaration Date declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case
the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event.

       Section 8.  Redemption.  The shares of Series A Junior Participating
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Preferred Stock shall not be redeemable.

       Section 9.  Ranking.  The Series A Junior Participating Preferred
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Stock shall rank junior to all other series of MBI's Preferred Stock as to
the payment of dividends and the distribution of assets, unless the terms of
any such series shall provide otherwise.

       Section 10.  Fractional Shares.  Series A Junior Participating
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Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the
benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.

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       IN WITNESS WHEREOF, I have executed and subscribed this Certificate
and do affirm and acknowledge the foregoing as true under the penalties of
perjury this 14th day of May, 1997.


                                       /s/ Michael T. Normile
                                       ---------------------------------------
                                       Michael T. Normile
                                       Senior Vice President,
                                              Finance and Control
                                       Mercantile Bancorporation Inc.


STATE OF MISSOURI  )
                   ) ss
CITY OF ST. LOUIS  )

       On this 14th day of May, 1997, before me, a Notary Public in and for the
State of Missouri, personally appeared Michael T. Normile, Senior Vice
President, Finance and Control of Mercantile Bancorporation Inc., known to me
to be the person who executed the foregoing Certificate of Designation and
acknowledged to me that he executed the same pursuant to authority given by the
Board of Directors of such corporation as their free and voluntary act, and as
the free and voluntary act and deed of such corporation, for the uses and
purposes therein set forth.


                                       /s/ Harlon Keel
                                       ---------------------------------------
                                       Notary Public


My Commission expires:

              1/29/2000
-------------------------------------
0692Q.HDK

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