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TRANSITION EMPLOYMENT AGREEMENT
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THIS TRANSITION EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into as of this 22 day of December, 1996, by and between Roosevelt
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Financial Group, Inc. (the "Company"), Mercantile Bancorporation, Inc.
("Mercantile") and Anat Bird (the "Employee").
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization of even date herewith (the "Definitive Agreement") with
Mercantile, pursuant to which Mercantile will acquire (the "Acquisition")
the Company and its wholly-owned subsidiary, Roosevelt Bank (the "Bank");
WHEREAS, it is essential for the integration of the Bank's operations
into Mercantile's banking operations that the Employee continue to serve during
a transition period to perform such executive duties as are necessary to
ensure a successful integration; and
WHEREAS, recognizing that the Employee may not have long-term opportunities
with the Bank following the Acquisition, and that during such transition
period, the Employee is likely to serve in a different capacity than prior
to the Acquisition, it is necessary and appropriate to provide an incentive
to the Employee to provide services during such transition period,
WHEREAS, the Employee is willing to enter into this Agreement and to
provide services during such transition period, and
WHEREAS, the board of directors of the Company and the Executive
Committee of the board of directors of Mercantile have approved and
authorized the execution of this Agreement with the Employee;
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:
1. Definitions.
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(a) The term "Consolidated Subsidiaries" means any subsidiary or
subsidiaries of the Company (or its successors) that are part of the
consolidated group of the Company (or its successors) for federal income tax
reporting.
(b) The term "Date of Termination" means the date upon which the
Employee's employment with the Bank ceases, as specified in a notice of
termination pursuant to Section 7 of this Agreement.
(c) The term "Effective Date" means the effective date of the
Acquisition as provided in the Definitive Agreement.
(d) The term "Involuntary Termination" means the termination of the
employment of Employee (i) by the Bank without her express written consent;
or (ii) by the Employee by
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reason of any of the following actions unless consented to in writing by the
Employee: (1) a requirement that the Employee be based at any place other than
Chesterfield, Missouri, or within 50 miles thereof, except for reasonable
travel on Company or Bank business; (2) a reduction in the Employee's salary
or a material adverse change in the Employee's perquisites, benefits,
contingent benefits or vacation, other than as part of an overall program
applied uniformly and with equitable effect to all members of the senior
management of the Bank or the Company; or (3) a requirement that the Employee
provide services of a nature that is not consistent with the level of
executive responsibilities carried out by the Employee prior to the
Acquisition, provided that, following the Acquisition, changes to the
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Employee's title and lines of responsibility shall not constitute "Involuntary
Termination" so long as the Employee retains a rank and a level of executive
duties and functions similar to those she held prior to the Acquisition. The
term "Involuntary Termination" does not include Termination for Cause or
termination of employment due to death or permanent disability, or suspension
or temporary or permanent prohibition from participation in the conduct of
the affairs of a depository institution under Section 8 of the Federal
Deposit Insurance Act.
(e) The terms "Termination for Cause" and "Terminated For Cause"
mean termination of the employment of the Employee with the Bank because of
the Employee's personal dishonesty, incompetence, willful misconduct, breach of
a fiduciary duty involving personal profit, intentional failure to perform
material stated duties, willful violation of any law, rule, or regulation
(other than traffic violations or similar offenses) or final cease-and-desist
order, or (except as provided below) material breach of any provision of
this Agreement. No act or failure to act by the Employee shall be considered
willful unless the Employee acted or failed to act with an absence of good
faith and without a reasonable belief that her action or failure to act was
in the best interest of the Company.
2. Employment.
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(a) Mercantile agrees to continue the Employee in its employ, and
the Employee hereby agrees to remain in the employ of Mercantile subject to
the terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on the first anniversary of such date (the
"Employment Period").
(b) The Employee is, and, during the Employment Period, shall be
employed as chief operating officer of the Bank pending integration of the
Bank with and into another banking subsidiary of Mercantile and thereafter in
another senior management position with Mercantile. As such, the Employee
shall render administrative and management services as are customarily
performed by persons situated in similar executive capacities, and/or other
services relating to the integration of the Bank's operations into Mercantile's
banking operations as superior officers or the board of directors of
Mercantile or the board of directors of the Bank may prescribe from time to
time, provided that such other services shall be of an executive level
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consistent with the Employee's executive responsibilities prior to the
Acquisition. The Employee shall also render services to any subsidiary or
subsidiaries of Mercantile or the Bank as requested by Mercantile or the Bank
from time to time consistent with her executive position. The Employee shall
devote her best efforts and reasonable time and attention to the business
and affairs of Mercantile and the Bank to the extent necessary to discharge
her responsibilities hereunder. The Employee may (i) serve on corporate or
charitable boards or committees, (ii) manage personal investments,
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and (iii) engage in any activities engaged in by the Employee prior to the
Acquisition, including but not limited to giving speeches, facilitating
seminars and meetings and writing books and articles, so long as such
activities do not interfere materially with performance of her responsibilities
hereunder and are approved in advance by Mercantile, which approval shall not
be unreasonably withheld.
3. Cash Compensation.
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(a) Base Salary. The Company agrees to pay the Employee during the
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Employment Period an annual base salary (the "Annual Base Salary") of not
less than TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000). The Annual Base
Salary shall be paid no less frequently than monthly and shall be subject to
customary tax withholding.
(b) Annual Bonus. During the Employment Period, in addition to
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Annual Base Salary, the Employee shall be entitled to receive, (I) for each
fiscal year of Mercantile during which the Employee is employed, an annual
bonus (the "Annual Bonus") in an amount to be determined by Mercantile's
board of directors, but in no event shall the amount of the Annual Bonus
during the first fiscal year during which the Employee is employed (the "First
Fiscal Year") be less than the product of (x) .30 and (y) the Annual Base
Salary (the "Minimum Bonus") and (II) for that portion of any fiscal year of
Mercantile other than the First Fiscal Year during which the Employee is
employed for less than twelve full months, an amount equal to the product of
(x) the Annual Bonus paid to the Employee during the Employment Period, and
(y) a fraction the numerator of which is the number of days in such fiscal
year during which the Employee is employed by Mercantile and the denominator of
which is 365. Each such Annual Bonus shall be paid in cash in a manner and at
a time in accordance with Mercantile's customary practices with respect to
other peer employees of Mercantile.
(c) Special Bonus. To induce the Employee to continue in the employ
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of the Company from and after the date hereof through and including the date
immediately preceding the Effective Date, the Company agrees to pay to the
Employee the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) in cash on such
date.
(d) Expenses. The Employee shall be entitled to receive prompt
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reimbursement for all reasonable expenses incurred by the Employee in
performing services under this Agreement in accordance with the policies
and procedures applicable to the executive officers of the Company and the
Bank, provided that the Employee accounts for such expenses as required under
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such policies and procedures.
4. Benefit Plans.
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(a) Participation. The Employee shall be entitled to participate,
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to the same extent as senior officers of Mercantile generally, in all
qualified and nonqualified plans of Mercantile relating to pension,
retirement, thrift, profit-sharing, savings, group or other life insurance,
hospitalization, medical and dental coverage, travel and accident insurance,
education, cash bonuses, and other retirement or employee benefits or
combinations thereof. In addition, the Employee shall be entitled to be
considered for benefits under all of the stock and stock
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option related plans in which senior officers of Mercantile are eligible or
become eligible to participate.
(b) Credit for Prior Service. Following the Acquisition, the
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Employee shall receive full credit for prior service with the Company and the
Bank under Employee Benefit Plans of Mercantile, all as more fully set out in
Section 5.08 of the Definitive Agreement, for purposes other than determining
the amount of benefit accruals under any defined benefit plans of Mercantile.
5. Vacations; Leave. The Employee shall be entitled to annual paid
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vacation in accordance with the policies established by the board of directors
of the Company and the board of directors of the Bank for executive officers,
and to voluntary leaves of absence, with or without pay, from time to time
at such times and upon such conditions as the board of directors may determine
in its discretion.
6. Termination of Employment.
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(a) Involuntary Termination. In the event of Involuntary
Termination at any time following the Effective Date, the Company (or any of
the Consolidated Subsidiaries on the Company's behalf) shall (i) pay to the
Employee the aggregate of the following amounts:
A. The sum of (1) the Employee's Annual Base Salary through the
Date of Termination to the extent not theretofore paid ("Accrued Salary") and
(2) the product of (x) the Annual Bonus paid or payable, including any bonus
or portion thereof which has been earned but deferred (and annualized for any
fiscal year of Mercantile consisting of less than twelve full months or during
which the Employee was employed for less than twelve full months), for the
most recently completed fiscal year during the Employment Period, if any, or,
in the event that a fiscal year of Mercantile has not been completed during
the Employment Period as of the Date of Termination, the Minimum Bonus, and
(y) a fraction, the numerator of which is the number of days in the current
fiscal year of Mercantile through the Date of Termination, and the denominator
of which is 365 (the sum of the amounts described in clauses (1) and (2) shall
be hereinafter referred to as the "Accrued Obligations"); and
B. An amount equal to the sum of (x) the Employee's Annual Base
Salary and (y) the Minimum Bonus, payable, in each case, in 24 equal semi-
monthly installments (the "Termination Payment"); and
(ii) Provide for the Employee for the twelve month period following
the Date of Termination (the "Benefit Continuation Period"), Mercantile shall
continue benefits to the Employee at least equal to those which would have
been provided to her in accordance with the plans, programs, practices and
policies described in Section 4(a) of this Agreement if the Employee's
employment had not been terminated; provided, however, that if the Employee
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becomes reemployed with another employer and is eligible to receive medical or
other welfare benefits under another employer provided plan, the medical and
other welfare benefits described herein shall be secondary to those provided
under such other plan during such applicable period of eligibility. For
purposes of determining eligibility (but not the time of commencement of
benefits) of the Employee for retiree benefits pursuant to such plans,
practices, programs and
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policies, the Employee shall be considered to have remained employed during
the Benefit Continuation Period and to have retired on the last day of such
period (the "Other Benefits").
(b) Termination for Cause. In the event of Termination for Cause,
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the Company shall have no further obligation to the Employee under this
Agreement after the Date of Termination. In the event of a simultaneous
Termination for Cause and voluntary termination of employment or resignation
by the Employee, the Employee shall be considered to have been Terminated for
Cause.
(c) Voluntary Termination. The Employee may terminate her
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employment voluntarily at any time by a notice pursuant to Section 7 of this
Agreement. In the event that the Employee voluntarily terminates her
employment prior to the first anniversary of the Effective Date, Mercantile
shall be obligated to the Employee for the amount of the Accrued Obligations
through the Date of Termination, at the time such payments are due, and
Mercantile shall have no further obligation to the Employee. In the event
that the Employee voluntarily terminates her employment on or after the
first anniversary of the Effective Date this Agreement shall terminate without
further obligations to the Employee, other than for payment of Accrued
Obligations, the Termination Payment and the timely payment or provision of
Other Benefits, payable in 24 equal, semi-monthly installments.
(d) Death. In the event of the death of the Employee while
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employed under this Agreement and prior to any termination of employment,
Mercantile shall pay to the Employee's estate, or such person as the Employee
may have previously designated in writing, an amount of cash equal to (i) the
product of THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000) multiplied
by a fraction with a numerator equal to the number of days elapsed prior to
the date of death during the calendar year in which death occurs and a
denominator of 365, reduced by (ii) the amount of Annual Base Salary and cash
bonus paid to the Employee during such year prior to the date of death.
7. Notice of Termination. In the event that Mercantile desires to
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terminate the employment of the Employee during the term of this Agreement,
Mercantile shall deliver to the Employee a written notice of termination,
stating whether such termination constitutes Termination for Cause or
Involuntary Termination, setting forth in reasonable detail the facts and
circumstances that are the basis for the termination, and specifying the
date upon which employment shall terminate, which date shall be at least 30
days after the date upon which the notice is delivered, except in the case
of Termination for Cause. In the event that the Employee determines in good
faith that she has experienced an Involuntary Termination of her employment,
she shall send a written notice to Mercantile stating the circumstances that
constitute such Involuntary Termination and the date upon which her employment
shall have ceased due to such Involuntary Termination. In the event that the
Employee desires to effect a Voluntary Termination, she shall deliver a written
notice to Mercantile, stating the date upon which employment shall terminate,
which date shall be at least 30 days after the date upon which the notice is
delivered, unless the parties agree to a date sooner.
8. Attorneys Fees. From and after the Effective Date during the
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Employment Period, Mercantile shall pay all legal fees and related expenses
(including the costs of experts, evidence and counsel) when and as incurred by
the Employee as a result of (i) the Employee's contesting
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or disputing any termination of employment, or (ii) the Employee's seeking to
obtain or enforce any right or benefit provided by this Agreement or by any
other plan or arrangement maintained by the Company (or its successors) or
the Consolidated Subsidiaries under which the Employee is or may be entitled
to receive benefits; provided that Mercantile's obligation to pay such fees
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and expenses is subject to the Employee's prevailing with respect to the
matters in dispute in any action initiated by the Employee or the Employee's
having been determined to have acted reasonably and in good faith with
respect to any action initiated by Mercantile.
9. No Assignments; Mercantile as Successor.
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(a) This Agreement is personal to each of the parties hereto,
and neither party may assign or delegate any of its rights or obligations
hereunder without first obtaining the written consent of the other party;
provided, however, that Mercantile shall require any successor or assignee
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that Mercantile would have been required to perform it if
no such succession or assignment had taken place. Failure of Mercantile to
obtain such an assumption agreement prior to the effectiveness of any such
succession or assignment shall be a breach of this Agreement and shall entitle
the Employee to compensation and benefits from Mercantile in the same amount
and on the same terms as the compensation pursuant to Section 6 hereof. For
purposes of implementing the provisions of this Section 9(a), the date on
which any such succession becomes effective shall be deemed the Date of
Termination.
(b) This Agreement and all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's personal and
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
(c) Upon the consummation of the Acquisition, for all purposes
under this Agreement, the Company shall be deemed to be Mercantile and the
Consolidated Subsidiaries shall be those of Mercantile.
10. Certain Reduction of Payments by Mercantile.
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(a) For purposes of this Section 10, (i) a "Payment" shall mean
any payment or distribution in the nature of compensation to or for the
benefit of the Employee, whether paid or payable pursuant to this Agreement
or otherwise; (ii) "Separation Payment" shall mean a Payment paid or
payable pursuant to this Agreement (disregarding this Section); (iii) "Net
After Tax Receipt" shall mean the Present Value of a Payment net of all taxes
imposed on the Employee with respect thereto under Sections 1 and 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), determined by applying
the highest marginal rate under Section 1 of the Code which applied to the
Employee's taxable income for the immediately preceding taxable year; (iv)
"Present Value" shall mean such value determined in accordance with Section
280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the greatest
aggregate amount of Separation Payments which (a) is less than the sum of all
Separation Payments and (b) results in aggregate Net After Tax Receipts which
are equal to or greater than the Net After Tax Receipts which would result if
the Employee were paid the sum of all Separation Payments.
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(b) Anything in this Agreement to the contrary notwithstanding, in
the event KPMG Peat Marwick LLP or such other nationally recognized certified
public accounting firm designated by the Employee (the "Accounting Firm")
shall determine that receipt of all Payments would subject the Employee to
tax under Section 4999 of the Code, it shall determine whether some amount of
Separation Payments would meet the definition of a "Reduced Amount." If the
Accounting Firm determines that there is a Reduced Amount, the aggregate
Separation Payments shall be reduced to such Reduced Amount. All fees payable
to the Accounting Firm shall be paid solely by Mercantile.
(c) If the Accounting Firm determines that aggregate Separation
Payments should be reduced to the Reduced Amount, Mercantile shall promptly
give the Employee notice to that effect and a copy of the detailed calculation
thereof, and the Employee may then elect, in her sole discretion, which and
how much of the Separation Payments shall be eliminated or reduced (as long as
after election the present value of the aggregate Separation Payments equals
the Reduced Amount), and shall advise Mercantile in writing of her election
within ten days of her receipt of notice. If no such election is made by the
Employee within such ten-day period, Mercantile may elect which of such
Separation Payments shall be eliminated or reduced (as long as after such
election the present value of the aggregate Separation Payments equals the
Reduced Amount) and shall notify the Employee promptly as such election. All
determinations made by the Accounting Firm under this Section shall be binding
upon Mercantile and the Employee and shall be made within 60 days of a
termination of employment of the Employee. As promptly as practicable
following such determination, Mercantile shall pay to or distribute for the
benefit of the Employee such Separation Payments as are then due to the
Employee under this Agreement and shall promptly pay to or distribute for the
benefit of the Employee in the future such Separation Payments as become due
to the Employee under this Agreement.
(d) While it is the intention of Mercantile to reduce the amounts
payable or distributable to the Employee hereunder only if the aggregate Net
After Tax Receipts to an Employee would thereby be increased, as a result of
the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
amounts will have been paid or distributed by Mercantile to or for the benefit
of the Employee pursuant to this Agreement which should not have been so paid
or distributed ("Overpayment") or that additional amounts which will have not
been paid or distributed by Mercantile to or for the benefit of the Employee
pursuant to this Agreement could have been so paid or distributed
("Underpayment"), in each case consistent with the calculation of the
Reduced Amount hereunder. In the event that the Accounting Firm, based upon
the assertion of a deficiency by the Internal Revenue Service against
Mercantile or the Employee which deficiency the Accounting Firm believes has a
high probability of success, determines that an Overpayment has been made,
any such Overpayment paid or distributed by Mercantile to or for the benefit
of the Employee shall be treated for all purposes as a loan to the Employee
which the Employee shall repay to Mercantile together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no such loan shall be deemed to have been made and no
amount shall be payable by the Employee to Mercantile if and to the extent such
deemed loan and payment would not either reduce the amount on which the
Employee is subject to tax under Section 1 and Section 4999 of the Code or
generate a refund of such taxes. In the event that the Accounting Firm, based
upon controlling precedent or substantial authority, determines that an
Underpayment has occurred, any such Underpayment
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shall be promptly paid by Mercantile to or for the benefit of the Employee
together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.
11. Confidential Information. The Employee shall hold in a fiduciary
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capacity for the benefit of Mercantile and Bank all secret or confidential
information, knowledge or data relating to Mercantile or Bank or any of their
affiliated companies, and their respective businesses, which shall have been
obtained by the Employee during the Employee's employment by Mercantile or
any of its affiliated companies and which shall not be or become public
knowledge (other than by acts by the Employee or representatives of the
Employee in violation of this Agreement). After termination of the Employee's
employment, the Employee shall not, without the prior written consent of
Mercantile or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than Mercantile and those designated by it. In no event shall an asserted
violation of the provisions of this Section 11 constitute a basis for deferring
or withholding any amounts otherwise payable to the Employee under this
Agreement. Confidential Information shall not include information, knowledge or
data which (i) is in the Employee's possession at the date of this Agreement
which she has no reason to believe is subject to any confidentiality agreement
or other obligation of confidentiality to Mercantile or another party, (ii)
is or becomes generally available to the public other than as a result of
unauthorized disclosure by Mercantile or a Consolidated Subsidiary thereof,
or representative of either, (iii) is or becomes available to Mercantile from
a source other than Mercantile, provided that the Employee does not know or
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have reason to believe that such source is bound by a confidentiality
agreement or other obligation of confidentiality to Mercantile, (iv) is
dependently developed by the Employee without reference to any information
obtained from Mercantile, or (v) is required to disclose by law.
12. Covenant Not To Engage in Competitive or Other Detrimental Activities.
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(a) The Employee covenants that from and after the Effective Date
she will not compete with Mercantile, Bank and/or their affiliates and
further covenants that she will not take any action which is detrimental to
Mercantile, Bank and/or their affiliated companies (i) during the Employment
Period, and (ii) if the Employee's employment terminates for any reason (other
than the Employee's death) or no reason during the Employment Period, for
a period of one year beginning on the Date of Termination.
(b) For purposes of paragraph (a) of this Section 12, the Employee
shall be deemed to be competing with Mercantile, Bank and/or their affiliated
companies at any time if the Employee accepts employment with, or serves as
an agent, employee, or director of, or a consultant to, a competitor of
Mercantile, Bank and/or their affiliated companies, or during such time the
Employee acquires or has an interest (direct or indirect) in any firm,
corporation or enterprise engaged in a business which is in competition with
Mercantile, Bank and/or their affiliated companies, or at any time, either
during employment or thereafter, the Employee divulges any information
concerning Mercantile, Bank and/or their affiliated companies which is or
could be of aid to any such competitor. The mere ownership of a less than a
3% debt and/or equity interest in a competing company whose stock is publicly
held shall not be considered as having the prohibited interest in a
competitor, and neither shall the mere ownership of a less than a 10% debt
and/or equity interest in a competing company whose stock is not publicly
held. For purposes of this Agreement, any commercial bank, savings and loan
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association, securities broker or dealer, or other business or financial
institution that is principally engaged in the business of offering any
service at the time offered by Mercantile, Bank and/or their affiliated
companies, and which conducts business in any locations encompassed within
the areas circumscribed by circles, of which the radii are 50 miles and the
mid-points are the geographic centers of any community in which Mercantile
and/or its affiliated companies conduct business operations shall be deemed
to be a competitor.
(c) Should Mercantile reasonably and in good faith believe that the
Employee has violated any of the foregoing provisions, it shall give the
Employee written notice to such effect, stating the reasons(s) for its belief,
and pending a final determination as to whether there has been a violation
may, without penalty or risk of claim for actual or punitive damages, suspend
payment of any further amount which might otherwise become payable hereunder
after thirty (30) days of giving such notice. Mercantile shall, in an
expeditious manner, determine from all information available to it whether
the Employee violated any of the foregoing covenants, and if Mercantile in
good faith concludes that the Employee has violated this Agreement, the
Employee shall not be entitled to any further payment hereunder.
(d) The Employee represents, acknowledges and agrees (i) that her
experience and capabilities are such that she can obtain employment in
activities which do not violate such agreement and that the enforcement by
way of injunction of the agreement not to compete will not prevent the
Employee from earning a livelihood, (ii) that Mercantile and Bank do not have
an adequate remedy at law for a breach or threatened breach by the Employee
of the covenants in this Section and may obtain injunctive and other equitable
relief, in addition to receiving its actual damages and any other remedies
that may be available to it hereunder or at law or by statute, (iii) that the
covenants herein contained are reasonable and necessary for the proper
protection of Mercantile, and (iv) that if any provision or part of any such
covenant is invalidated, the remainder shall nevertheless continue to be
valid and fully enforceable, and if a court determines that the term of the
covenant is too long or the area covered thereby too great, so that the
covenant as written is unenforceable, the covenant shall be modified to
encompass the longest duration and largest geographic area that the court
deems enforceable under the law.
13. Notice. For the purposes of this Agreement, notices and all other
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communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, to the Company and/or
Mercantile at its home office, to the attention of the board of directors with
a copy to the Secretary of the Company and/or Mercantile, or, if to the
Employee, to such home or other address as the Employee has most recently
provided in writing to the Company.
14. Amendments. No amendments or additions to this Agreement shall
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be binding unless in writing and signed by both parties, except as herein
otherwise provided.
15. Headings. The headings used in this Agreement are included solely
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for convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
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16. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
17. Governing Law. This Agreement shall be governed by the laws of the
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State of Missouri.
18. Arbitration. Any dispute or controversy arising under or in
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connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court
having jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
Attest: Roosevelt Financial Group, Inc.
/s/ /s/
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Secretary By:
Its:
Attest: Mercantile Bancorporation, Inc.
/s/ /s/
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Secretary By:
Its:
Employee
/s/ Anat Bird
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Anat Bird
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