ALLEGIANT BANCORP INC
EXECUTIVE RETENTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>1
<FILENAME>ex10p14.txt
<DESCRIPTION>EXECUTIVE RETENTION AGREEMENT
<TEXT>

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                           ALLEGIANT BANCORP, INC.
                        EXECUTIVE RETENTION AGREEMENT


         This Executive Retention Agreement (this "Agreement") has been
entered into as of the 1ST day of MAY, 2000, by and between Allegiant
                       ---        ---    --
Bancorp, Inc., a Missouri corporation (the "Company"), and THOMAS A. DAIBER,
                                                           ----------------
an individual ("Executive").

                                  RECITALS

         The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its stockholders to
reinforce and encourage the continued attention and dedication of the
Executive to the Company as a member of the Company's management and to
assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control
(as defined below) with respect to the Company. The Board desires to provide
for the continued employment of the Executive, and the Executive is willing
to commit to serve the Company. Additionally, the Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue
of the personal uncertainties and risks created by a pending or threatened
Change in Control, to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change in Control, and to provide the Executive with compensation
and benefits arrangements upon a termination of employment after a Change in
Control which ensure that the compensation and benefits expectations of the
Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board
has caused the Company to enter into this Agreement.

                          IT IS AGREED AS FOLLOWS:

SECTION 1:         DEFINITIONS AND CONSTRUCTION.

          1.1 DEFINITIONS. For purposes of this Agreement, the
following words and phrases, whether or not capitalized, shall have the
meanings specified below, unless the context plainly requires a different
meaning.

                   1.1(a)     "ANNUAL BASE SALARY" shall mean the rate of
                              base salary (excluding benefits, bonuses,
                              incentive compensation or other forms of
                              compensation or benefits) at which Executive
                              is being paid as of a particular date.

                   1.1(b)     "BOARD" means the Board of Directors of the
                              Company.

                   1.1(c)     "CHANGE IN CONTROL" means:

                                 (i) The acquisition by any individual, entity
                              or group, or (within the meaning of Section
                              13(d)(3) or 14(d)(2), the Exchange Act), a
                              Person


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                              of ownership of 30% or more of either
                              (a) the then outstanding shares of common
                              stock of the Company (the "Outstanding
                              Company Common Stock") or (b) the combined
                              voting power of the then outstanding voting
                              securities of the Company entitled to vote
                              generally in the election of directors (the
                              "Outstanding Company Voting Securities"); or

                                 (ii) Individuals who, as of the date hereof,
                              constitute the Board (the "Incumbent Board")
                              cease for any reason to constitute at least a
                              majority of the Board; provided, however,
                              that for purposes of the definition of
                              "Incumbent Board," any individual becoming a
                              director subsequent to the date hereof whose
                              election, or nomination for election by the
                              Company's stockholders, was approved by a
                              vote of at least a majority of the directors
                              then comprising the Incumbent Board shall be
                              considered as though such individual were a
                              member of the Incumbent Board, but excluding,
                              as a member of the Incumbent Board, any such
                              individual whose initial assumption of office
                              occurs as a result of either an actual or
                              threatened election contest (as such terms
                              are used in Rule l4a-11 of Regulation l4A
                              promulgated under the Exchange Act) or other
                              actual or threatened solicitation of proxies
                              or consents by or on behalf of a Person other
                              than the Board; or

                                 (iii)Approval by the stockholders of the
                              Company (and subsequent consummation) of a
                              reorganization, merger or consolidation, in each
                              case, unless, following such reorganization,
                              merger or consolidation, (a) more than fifty
                              percent (50%) of, respectively, the then
                              outstanding shares of common stock of the
                              corporation resulting from such reorganization,
                              merger or consolidation and the combined voting
                              power of the then outstanding voting securities of
                              such corporation entitled to vote generally in the
                              election of directors is then beneficially owned,
                              directly or indirectly, by all or substantially
                              all of the individuals and entities who were the
                              beneficial owners, respectively, of the
                              Outstanding Company Common Stock and Outstanding
                              Company Voting Securities immediately prior to
                              such reorganization, merger or consolidation in
                              substantially the same proportions as their
                              ownership, immediately prior to such
                              reorganization, merger or consolidation, of the
                              Outstanding Company Common Stock and Outstanding
                              Company Voting Securities, as the case may be, (b)
                              no Person (excluding the Company, any employee
                              benefit plan (or related trust) of the Company or
                              such corporation resulting from such
                              reorganization, merger or consolidation and any
                              Person beneficially owning, immediately prior to
                              such reorganization, merger or consolidation,
                              directly or indirectly, twenty percent (20%) or
                              more of the Outstanding Company Common Stock or
                              Outstanding Voting Securities, as the case may be)
                              beneficially owns, directly or indirectly, twenty
                              percent (20%) or more of, respectively, the then
                              outstanding shares of common stock of the
                              corporation resulting

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                              from such reorganization, merger or consolidation
                              or the combined voting power of the then
                              outstanding voting securities of such corporation,
                              entitled to vote generally in the election of
                              directors and (c) at least a majority of the
                              members of the board of directors of the
                              corporation resulting from such reorganization,
                              merger or consolidation were members of the
                              Incumbent Board at the time of the execution of
                              the initial agreement providing for such
                              reorganization, merger or consolidation; or

                                 (iv) Approval by the stockholders of the
                              Company (and consummation) of (a) a complete
                              liquidation or dissolution of the Company or (b)
                              the sale or other disposition of all or
                              substantially all of the assets of the Company,
                              other than to a corporation, with respect to which
                              following such sale or other disposition, (1) more
                              than fifty percent (50%) of, respectively, the
                              then outstanding shares of common stock of such
                              corporation and the combined voting power of the
                              then outstanding voting securities of such
                              corporation entitled to vote generally in the
                              election of directors is then beneficially owned,
                              directly or indirectly, by all or substantially
                              all of the individuals and entities who were the
                              beneficial owners, respectively, of the
                              Outstanding Company Common Stock and Outstanding
                              Company Voting Securities immediately prior to
                              such sale or other disposition in substantially
                              the same proportion as their ownership,
                              immediately prior to such sale or other
                              disposition, of the Outstanding Company Common
                              Stock and Outstanding Company Voting Securities,
                              as the case may be, (2) no Person (excluding the
                              Company and any employee benefit plan (or related
                              trust) of the Company or such corporation and any
                              Person beneficially owning, immediately prior to
                              such sale or other disposition, directly or
                              indirectly, twenty percent (20%) or more of the
                              Outstanding Company Common Stock or Outstanding
                              Company Voting Securities, as the case may be)
                              beneficially owns, directly or indirectly, twenty
                              percent (20%) or more of, respectively, the then
                              outstanding shares of common stock of such
                              corporation and the combined voting power of the
                              then outstanding voting securities of such
                              corporation entitled to vote generally in the
                              election of directors and (3) at least a majority
                              of the members of the board of directors of such
                              corporation were members of the Incumbent Board at
                              the time of the execution of the initial agreement
                              or action of the Board providing for such sale or
                              other disposition of assets of the Company.

                   1.1(d)     "CHANGE IN CONTROL DATE" shall mean the date
                              of the Change in Control; provided, however,
                              that the Change in Control Date shall mean
                              the date immediately prior to the date the
                              Executive's employment with the Company was
                              terminated by the Company if (i) Executive's
                              employment with the Company was terminated by
                              the Company prior to

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                              the occurrence of a Change in Control, and (ii)
                              Executive's employment (either in fact or as
                              reasonably demonstrated by Executive) was
                              terminated either at the request of a third party
                              who has taken steps reasonably calculated to
                              effect a Change in Control, or otherwise occurred
                              in connection with or anticipation of a Change in
                              Control.

                   1.1(e)     "CODE" shall mean the Internal Revenue Code of
                              1986, as amended.

                   1.1(f)     "COMPANY" means Allegiant Bancorp, Inc., a
                              Missouri corporation.

                   1.1(g)     "EFFECTIVE DATE" shall mean May 1, 2000.

                   1.1(h)     "EXCHANGE ACT" means the Securities Exchange
                              Act of 1934, as amended.

                   1.1(i)     "PERSON" means any "person" within the meaning
                              of Sections 13(d) and 14(d) of the Exchange
                              Act.

                   1.1(j)     "TERM" means the period that begins on the
                              Effective Date and ends on the earlier of:
                              (i) May 1, 2001, or (ii) the date Executive's
                              employment terminates.

          1.2      GENDER AND NUMBER. When appropriate, pronouns in this
Agreement used in the masculine gender include the feminine gender, words in
the singular include the plural, and words in the plural include the
singular.

          1.3      HEADINGS. All headings in this Agreement are included
solely for ease of reference and do not bear on the interpretation of the
text. Accordingly, as used in this Agreement, the terms "Article" and
"Section" mean the text that accompanies the specified Article or Section of
the Agreement.

          1.4      APPLICABLE LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.


SECTION 2:      EMPLOYMENT; EMPLOYMENT TERMINATION.

          2.1      EMPLOYMENT BEFORE A CHANGE IN CONTROL. Executive is
employed by the Company on an at will basis for no definite term. Either the
Company or Executive may terminate Executive's employment at any time with
or without cause by giving notice to the other party. Upon termination of
Executive's employment with the Company prior to a Change in Control, whether
employment is terminated by the Company, by Executive, or otherwise, this
Agreement shall terminate and neither party shall have any rights or obligations
hereunder except to the extent provided for under Section 3 or otherwise under
this Agreement; provided, however, that Executive shall have all rights under
this Agreement as if a Change in Control occurred on the date


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immediately before the date Executive's employment with the Company was
terminated by the Company if (i) Executive's employment with the Company was
terminated by the Company prior to the occurrence of a Change in Control,
and (ii) Executive's employment (either in fact or as reasonably
demonstrated by Executive) was terminated either at the request of a third
party who has taken steps reasonably calculated to effect a Change in
Control, or otherwise occurred in connection with or anticipation of a
Change in Control.

          2.2      TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL.
After a Change in Control,  the following  provisions  shall apply.

                   2.21 DEATH. The Executive's employment shall terminate
automatically upon the Executive's death.

                   2.22 DISABILITY. If the Company determines in good faith
that the Disability of the Executive has occurred (pursuant to the
definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 6.1 of its intention to terminate
the Executive's employment. In such event, the Executive's employment with
the Company shall terminate effective on the thirtieth (30th) day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the thirty (30) days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties.
For purposes of this Agreement, "Disability" shall mean that the Executive
has been unable to perform the services required of the Executive hereunder
on a full-time basis (with reasonable accommodation) for a period of one
hundred eighty (180) consecutive business days by reason of a physical
and/or mental condition. "Disability" shall be deemed to exist when
certified by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably). The
Executive will submit to such medical or psychiatric examinations and tests
as such physician deems necessary to make any such Disability determination.

                   2.23 TERMINATION FOR CAUSE. The Company may terminate
the Executive's employment after a Change in Control for "Cause," which
shall mean termination based upon: (i) the Executive's willful and continued
failure to substantially perform Executive's duties with the Company (other
than as a result of incapacity due to physical or mental condition), after a
demand for substantial performance is delivered to Executive by the Company,
which specifically identifies the manner in which the Executive has not
substantially performed Executive's duties, (ii) the Executive's commission
of an act in connection with Executive's employment constituting a criminal
offense involving moral turpitude, dishonesty, or breach of trust, (iii)
Executive has engaged in any conduct which would preclude Executive from
employment with the Company or any of its subsidiary banks or corporations,
or the Executive is disqualified or precluded from being employed by or
providing any services to the Company or any of its subsidiary banks or
corporations by reason of any federal or state banking law or regulation or
any order or written request of any regulatory agency which has jurisdiction
over Company or any of its subsidiaries, or (iv) the Executive's material
breach of any provision of this Agreement. For purposes of this Section,
no act, or failure to act on the Executive's part shall be considered
"willful" unless done, or omitted to be done, without good faith and
without reasonable belief that the act or omission was in

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the best interest of the Company. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause unless and
until (i) Executive receives a Notice of Termination (as defined in Section
2.26) from the Company, (ii) Executive is given the opportunity, with
counsel, to be heard before the Board, and (iii) the Board finds, in its
good faith opinion, the Executive was guilty of the conduct set forth in the
Notice of Termination.

                   2.24 GOOD REASON. After a Change In Control, the
Executive may terminate Executive's employment with the Company for "Good
Reason," which shall mean termination based upon:

                         (i) Any action by the Company which results in a
                   material diminution in the duties or responsibilities
                   held by Executive as of the Change in Control Date,
                   excluding for this purpose any action not taken in bad
                   faith and which is remedied by the Company promptly
                   after receipt of notice thereof given by the Executive
                   and any actions which are a necessary incident of a
                   merger or consolidation (e.g., the elimination or
                   consolidation of a position) provided the Executive is
                   assigned duties and responsibilities of an executive
                   nature in lieu thereof;

                         (ii) The Company's reduction in the Annual Base
                   Salary at which the Executive was paid as of the Change
                   in Control Date;

                         (iii)(a) the failure by the Company to continue
                   in effect any benefit or compensation plan, stock
                   ownership plan, life insurance plan, health and accident
                   plan or disability plan to which the Executive was
                   entitled as of the Change in Control Date, (b) the
                   taking of any action by the Company which would
                   adversely affect the Executive's participation in, or
                   materially reduce the Executive's benefits under, any
                   such plan or benefit, or deprive the Executive of any
                   material fringe benefit enjoyed by the Executive as of
                   the Change in Control Date, or (c) the failure by the
                   Company to provide the Executive with the number of paid
                   vacation days which the Executive was entitled to
                   receive on an annual basis as of the Change in Control
                   Date.

                         (iv) the Company's requiring the Executive to be
                   regularly based at any office or location outside the greater
                   metropolitan St. Louis area;

                         (v) a material breach by the Company of any provision
                   of this Agreement;

                         (vi) any purported termination by the Company of the
                   Executive's employment otherwise than as expressly permitted
                   by this Agreement;

                         (vii) within a period ending at the close of
                   business on the date three (3) years after the Change in
                   Control Date, if the Company has failed to comply with
                   and satisfy Section 5.2 on or after the Change in
                   Control Date; or

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                         (viii) within a period ending at the close of
                   business on the date eighteen (18) months after the
                   Change in Control Date, the Executive, in the
                   Executive's sole and absolute discretion, determines
                   that Executive no longer wishes to be employed by the
                   Company and notifies the Company in writing that the
                   Executive is terminating Executive's employment with the
                   Company as of a date not less than twenty (20) days, and
                   not more than sixty (60) days (unless the Company
                   otherwise agrees to a later termination date), after the
                   date the notice is given.

For purposes of this Section any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

                   2.25 TERMINATION WITHOUT CAUSE AFTER A CHANGE IN CONTROL.
After a Change in Control, the Company shall continue to have the right
to terminate Executive's employment without Cause (in which case the
provisions of Section 3.2 apply) and for any or no reason, and nothing in
this Agreement shall be construed as limiting the Company's right to
terminate Executive's employment at any time without cause and for any or
no reason.

                   2.26 NOTICE OF TERMINATION. Any termination by the
Company for Cause or Disability, or by the Executive for Good Reason, shall
be communicated by Notice of Termination to the other party, given in
accordance with Section 6.1. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment
under the provision so indicated, and (iii) if the Date of Termination (as
defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than fifteen (15) days
after the giving of such notice, except as otherwise provided for in Section
2.24(viii)). The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive
or the Company hereunder or preclude the Executive or the Company from
asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

                   2.27 DATE OF TERMINATION. "Date of Termination" means
(i) if the Executive's employment is terminated by the Company for Cause, or
by the Executive for Good Reason, the Date of Termination shall be the date
of receipt of the Notice of Termination or any later date specified therein,
as the case may be, (ii) if the Executive's employment is terminated by
reason of death or Disability, the Date of Termination shall be the date of
death of the Executive or the Disability Effective Date, as the case may be,
or (iii) if the Executive's employment is terminated by the Company other
than for Cause, death, or Disability, the Date of Termination shall be the
date of receipt of the Notice of Termination; provided that if within thirty
(30) days after any Notice of Termination is given, the party receiving such
Notice of Termination notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date on which the dispute
is finally determined, either by mutual written agreement of the parties, or by
a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected);
(iv) if the Executive's employment is terminated by

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the Executive prior to a Change in Control, the Date of Termination shall be
the date of receipt of the Notice of Termination.

SECTION 3:      CERTAIN BENEFITS UPON TERMINATION.

          3.1      TERMINATION OF EMPLOYMENT PRIOR TO A CHANGE IN CONTROL.

          If, prior to a Change in Control: (i) the Company shall terminate the
Executive's employment, or (ii) the Executive shall terminate employment with
the Company, then:

                   3.1(a)     "Accrued Obligations": The Company shall pay
                              to the Executive the sum of (1) the
                              Executive's Annual Base Salary through the
                              Date of Termination to the extent not
                              previously paid, (2) any compensation
                              previously deferred by the Executive
                              (together with any accrued interest or
                              earnings thereon) and (3) any accrued
                              vacation pay; in each case to the extent not
                              previously paid.

                   3.1(b)     "Other Benefits": To the extent not
                              previously paid or provided, the Company
                              shall timely pay or provide to the Executive
                              and/or the Executive's family any other
                              amounts or benefits required to be paid or
                              provided for which the Executive and/or the
                              Executive's family is eligible to receive
                              pursuant to this Agreement and under any
                              plan, program, policy or practice or contract
                              or agreement of the Company as those provided
                              generally to other peer executives and their
                              families during the ninety (90) day period
                              immediately preceding the Effective Date or,
                              if more favorable to the Executive, as those
                              provided generally after the Effective Date
                              to other peer executives of the Company and
                              their families.

                   3.1(c)     "Severance Amount": Company may, at its
                              option, waive the provisions of Section 4.1
                              hereof and it is agreed that said waiver will
                              not be unreasonably withheld, in which event,
                              Executive shall not be entitled to any amount
                              in addition to that described in 3.1(a) and
                              3.1(b). If Employer elects not to waive the
                              provisions of Section 4.1, within thirty (30)
                              days after the Date of Termination and
                              subject to satisfaction of the provisions of
                              Section 3.9 and subject to the provisions of
                              Section 3.5, Company shall begin paying to
                              Executive twelve (12) monthly installments
                              which together equal the Employee's Annual
                              Base Salary. Payments shall be made in
                              accordance with the payroll practice of
                              Company but no less frequently than once a
                              month; as such amount may be reduced pursuant
                              to the provisions of Section 3.5. Executive's
                              right to receive and retain the Severance
                              Amount under this Section 3.1(c) is
                              conditioned on Executive's compliance with
                              Section 4.1.

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          3.2      BENEFITS UPON TERMINATION OF EMPLOYMENT AFTER A CHANGE
IN CONTROL WITHOUT CAUSE OR FOR GOOD REASON. If a Change in Control occurs
while Executive is employed by the Company, and within three (3) years after
a Change in Control: (i) the Company shall terminate the Executive's
employment without Cause, or (ii) the Executive shall terminate employment
with the Company for Good Reason, then upon satisfaction of the conditions
set forth in Section 3.9 below (with respect to the payments specified in
Section 3.2 (b)) the Executive shall be entitled to the benefits provided
below:

                   3.2(a)     "Accrued Obligations": Within thirty (30)
                              days after the Date of Termination, the
                              Company shall pay to the Executive the sum
                              of (1) the Executive's Annual Base Salary
                              through the Date of Termination to the extent
                              not previously paid, (2) any compensation
                              previously deferred by the Executive
                              (together with any accrued interest or
                              earnings thereon) and (3) any accrued
                              vacation pay; in each case to the extent
                              not previously paid.

                   3.2(b)     "Severance Amount": Within thirty (30)
                              days after the Date of Termination and
                              satisfaction of the provisions of Section
                              3.9, and subject to the provisions of Section
                              3.5, Company shall pay to Employee a lump sum
                              cash amount or monthly installments, as
                              Employee chooses, equal to the product of
                              2.0 times the Employee's Average Annual
                              Compensation. For purposes of this
                              subparagraph, Average Annual Compensation
                              shall mean either: (i) the average total
                              annual compensation (salary and incentive)
                              payable during the preceding two years; or
                              (ii) in the event that the Employee shall
                              have been employed by the Company less than
                              two years, the annualized average total
                              compensation (salary and incentive) payable
                              during the period in which Employee has been
                              employed by the Company. If Employee chooses
                              to receive this payment in a lump sum, this
                              amount shall be paid within 30 days after the
                              effective date of involuntary termination or
                              Diminution of Status. If Employee chooses to
                              receive this payment in a series of equal
                              monthly installments over a one and one-half
                              year period, payments shall be made in
                              accordance with the payroll practice of
                              Company but no less frequently than once a
                              month; as such amount may be reduced pursuant
                              to the provisions of Section 3.5.

                   3.2(c)     "Stock Options": To the extent not otherwise
                              provided for under the terms of the Company's
                              stock option plan or the Executive's stock
                              option agreements (if any), all such stock
                              options shall become fully exercisable as of
                              the Date of Termination and, except for
                              "incentive stock options" within the meaning
                              of Code Section 422 granted prior to the date
                              hereof, shall remain fully exercisable for
                              six months following the Date of Termination.

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                   3.2(d)     "Other Benefits": To the extent not
                              previously paid or provided, the Company
                              shall timely pay or provide to the Executive
                              and/or the Executive's family any other
                              amounts or benefits required to be paid or
                              provided for which the Executive and/or the
                              Executive's family is eligible to receive
                              pursuant to this Agreement and under any
                              plan, program, policy or practice or contract
                              or agreement of the Company as those provided
                              generally to other peer executives and their
                              families during the ninety (90) day period
                              immediately preceding the Effective Date or,
                              if more favorable to the Executive, as those
                              provided generally after the Effective Date
                              to other peer executives of the Company and
                              their families; to the extent permissible
                              under the terms of the applicable plan and
                              applicable law.

          3.3      DEATH; DISABILITY. If the Executive's employment is
terminated by reason of the Executive's death during the Employment Period
(either prior or subsequent to a Change in Control), this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of Accrued
Obligations (as defined in Section 3.2(a)) (which shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash
within thirty (30) days of the Date of Termination); (ii) the timely payment
of any monthly installments remaining unpaid under Section 3.2(b) and (iii)
the timely payment or provision of Other Benefits (as defined in Section
3.1(b)), including death benefits pursuant to the terms of any plan, policy,
or arrangement of the Company.

          If the Executive's employment is terminated by reason of the
Executive's Disability during the Employment Period (either prior or
subsequent to a Change in Control), this Agreement shall terminate without
further obligations to the Executive, other than for (i) payment of Accrued
Obligations (as defined in Section 3.2(a)) (which shall be paid to the
Executive in a lump sum in cash within thirty (30) days of the Date of
Termination) and (ii) the timely payment or provision of Other Benefits (as
defined in Section 3.1(d)) including disability benefits pursuant to the
terms of any plan, policy or arrangement of the Company.

          3.4      TERMINATION FOR CAUSE; OTHER THAN GOOD REASON. If the
Executive's employment shall be terminated for Cause during the Employment
Period (either prior to or subsequent to a Change in Control), this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive the Executive's Accrued
Compensation (as defined in this Section). If the Executive terminates
employment with the Company during the Employment Period, (excluding a
termination for Good Reason), this Agreement shall terminate without further
obligations to the Executive, other than for the payment of Accrued
Compensation (as defined in this Section) and the timely payment or
provision of Other Benefits (as defined in Section 3.1(d)). In such case,
all Accrued Compensation shall be paid to the Executive in a lump sum in
cash within thirty (30) days of the Date of Termination.

          For the purpose of this Section, the term "Accrued Compensation"
means the sum of (i) the Executive's Annual Base Salary through the Date of
Termination to the extent not previously paid, (ii) any compensation
previously deferred by the Executive (together with any accrued interest

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or earnings thereon), and (iii) any accrued vacation pay in each case to the
extent not previously paid.

          3.5      "EXCESS PARACHUTE PAYMENT": Anything in this Agreement
to the contrary notwithstanding, in the event that an independent accountant
shall determine that any payment or distribution by the Company to or for
the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise) (a
"Payment") would be nondeductible by the Company for Federal income tax
purposes because of Code Section 280G or would constitute an "excess
parachute payment" (as defined in Code Section 280G), then the aggregate
present value of amounts payable or distributable to or for the benefit of
Executive pursuant to this Agreement (such payments or distributions
pursuant to this Agreement are hereinafter referred to as "Agreement
Payments") shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this paragraph, the "Reduced Amount" shall be an amount
expressed in present value which maximizes the aggregate present value of
Agreement Payments without causing any Payment to be nondeductible by the
Company because of Code Section 280G or without causing any portion of the
Payment to be subject to the excise tax imposed by Code Section 4999.

          If the independent accountant determines that any Payment would
be nondeductible by the Company because of Code Section 280G or that any
portion of the Payment will be subject to the excise tax imposed by Code
Section 4999, the Company shall promptly give Executive notice to that
effect and a copy of the detailed calculation thereof and of the Reduced
Amount. The Executive may then elect, in Executive's sole discretion, which
and how much of the Agreement Payments shall be eliminated or reduced (as
long as after such election the aggregate present value of the Agreement
Payments equals the Reduced Amount), and shall advise the Company in writing
of Executive's election within ten (10) days of Executive's receipt of such
notice. If no such election is made by Executive within such ten-day period,
the Company may elect which and how much of the Agreement Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Agreement Payments equals the Reduced Amount) and shall notify
the Executive promptly of such election. For purposes of this paragraph,
present value shall be determined in accordance with Code Section
280G(d)(4). All determinations made by the independent accountant under this
Section shall be binding upon the Company and the Executive and shall be
made within sixty (60) days of a termination of employment of the Executive.
As promptly as practicable following such determination and the elections
hereunder, the Company shall pay to or distribute to or for the benefit of
the Executive such amounts as are then due to the Executive under this
Agreement and shall promptly pay to or distribute for the benefit of the
Executive in the future such amounts as become due to the Executive under
this Agreement.

          As a result of the uncertainty in the application of Code
Sections 280G and 4999 at the time of the initial determination by the
independent accountant hereunder, it is possible that Agreement Payments
will be made by the Company which should not have been made ("Overpayment")
or that additional Agreement Payments which have not been made by the
Company should have been made ("Underpayment"), in each case, consistent
with the calculation of the Reduced Amount hereunder. In the event that
the independent accountant, based upon the assertion of a deficiency by
the Internal Revenue Service against the Company or the Executive

                                    -11-

<PAGE>
<PAGE>

which the independent accountant believes has a high probability of success,
determines that an Overpayment has been made, any such Overpayment shall be
treated for all purposes as a loan to the Executive which the Executive
shall repay to the Company together with interest at the applicable Federal
rate provided for in Code Section 7872(f)(2); provided, however, that no
amount shall be payable by the Executive to the Company if and to the extent
such payment would not reduce the amount which is subject to taxation under
Code Section 4999 or if the period of limitations for assessment of tax
under Code Section 4999 against the Executive shall have expired. In the
event that the independent accountant, based upon controlling precedent,
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive together
with interest at the applicable Federal rate provided for in Code Section
7872(f)(2)(A).

          3.6      NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement
shall prevent or limit the Executive's entitlement to accrued benefits under
any plan, program, policy or practice provided by the Company and for which
the Executive may qualify. Amounts which are vested benefits of which the
Executive is otherwise entitled to receive under any plan, policy, practice
or program of, or any contract or agreement with, the Company at or
subsequent to the Date of Termination, shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.

          3.7      FULL SETTLEMENT. The Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may
have against the Executive or others. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and such amounts shall not be reduced whether
or not the Executive obtains other employment.

          3.8      RESOLUTION OF DISPUTES. If after a Change in Control
there shall be any dispute between the Company and the Executive (i) in the
event of any termination of the Executive's employment by the Company, whether
such termination was for Cause, or (ii) in the event of any termination of
employment by the Executive, whether Good Reason existed, then, unless and
until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or that the
determination by the Executive of the existence of Good Reason was not made
in good faith, the Company shall pay all amounts, and provide all benefits,
to the Executive and/or the Executive's family or other beneficiaries, as
the case may be, that the Company would be required to pay or provide
pursuant to this Agreement as though such termination were by the Company
without Cause or by the Executive with Good Reason; provided, however, that
the Company shall not be required to pay any disputed amounts pursuant to
this Section except upon receipt of an undertaking by or on behalf of the
Executive to repay all such amounts to which the Executive is ultimately
adjudged by such court not to be entitled.

          3.9      CONDITIONS TO PAYMENTS. To be eligible to receive
(and continue to receive) and retain the payments and benefits described
in Section 3.2 (b), Executive must

                                    -12-

<PAGE>
<PAGE>

execute and deliver to the Company an agreement, in form and substance
satisfactory to the Company, effectively releasing and giving up all claims
Executive may have against the Company or any of its subsidiaries or
affiliates (and each of their respective employees, officers, plans or
agents) arising out of any facts or conduct occurring prior to that date.
The agreement will be prepared by the Company and provided to Executive at
the time Executive's employment is terminated or as soon as administratively
practicable thereafter. The agreement will require Executive to consult with
Company representatives, and voluntarily appear as a witness for trial or
deposition (and to prepare for any such testimony) in connection with, any
claim which may be asserted by or against the Company, or any business
matter concerning the Company or any of its transactions or operations.

SECTION 4:      NON-COMPETITION. The provisions of this Section 4 and any
related provisions survive termination of this Agreement and/or Executive's
employment with the Company.

          4.1      NON-COMPETE AGREEMENT.

                   4.1(a)     It is agreed that during the period beginning
                              on the date the Executive's employment with
                              the Company terminates and ending one (1)
                              year thereafter, the Executive shall not,
                              without prior written approval of the Board
                              and it is agreed that said waiver will not be
                              unreasonable withheld, become an officer,
                              employee, agent, partner, or director of any
                              business enterprise in substantial direct
                              competition (as defined in Section 4.1(b))
                              with the Company; provided that, if the
                              Executive is terminated by the Company
                              without Cause or if the Executive terminates
                              Executive's employment for Good Reason, then
                              Executive will not be subject to the
                              restrictions of this Section.

                   4.1(b)     For purposes of Section 4.1, a business
                              enterprise with which the Executive becomes
                              associated as an officer, employee, agent,
                              partner, or director shall be considered in
                              substantial direct competition, if such
                              entity competes with the Company in any
                              business in which the Company or any of its
                              direct or indirect subsidiaries is engaged
                              and is within the Company's market area (as
                              defined herein) as of the date the
                              Executive's Company employment terminates.
                              The Company's market area is defined for this
                              purpose, as the greater metropolitan St.
                              Louis area, including without limitation the
                              City of St. Louis and the Counties of St.
                              Louis, St. Charles, and Jefferson, in
                              Missouri and the Counties of Madison and St.
                              Clair in Illinois.

                   4.1(c)     The above constraint shall not prevent the
                              Executive from making passive investments,
                              not to exceed five percent (5%), in any
                              enterprise.

          4.2      CONFIDENTIAL INFORMATION. The Executive shall hold in
a fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies or direct or indirect subsidiaries, and their respective

                                    -13-

<PAGE>
<PAGE>

businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of
the Executive in violation of this Agreement). After termination of the
Executive's employment with the Company, the Executive shall not, without
the prior written consent of the Company, or as may otherwise be required by
law or legal process, use, or communicate or divulge, any such information,
knowledge or data to anyone other than the Company and those designated by
it. In no event shall an asserted violation of the provisions of this
Section constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

SECTION 5:      SUCCESSORS.

          5.1      SUCCESSORS OF EXECUTIVE. This Agreement is personal to
the Executive and, without the prior written consent of the Company, the rights
(but not the obligations) shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive's legal
representatives.

          5.2      SUCCESSORS OF COMPANY. This Agreement is freely
assignable by the Company. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to terminate the Agreement at
Executive's option on or after the Change in Control Date for Good Reason.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets which assumes and
agrees to perform this Agreement by operation of law, or otherwise.

SECTION 6:      MISCELLANEOUS.

          6.1      NOTICE. For purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses as set forth below; provided that all notices to the
Company shall be directed to the attention of the Chairman of the Board, or
to such other address as one party may have furnished to the other in
writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.

                        Notice to Executive:
                        -------------------

                        Thomas A. Daiber
                        4 Almont Acres
                        St. Louis, MO 63124

                                    -14-

<PAGE>
<PAGE>

                        Notice to Company:
                        -----------------

                        Allegiant Bancorp, Inc.
                        2122 Kratky Road
                        St. Louis, MO 63114
                        Attn: Chairman of the Board

          6.2      VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.

          6.3      WITHHOLDING. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation. If any
lawsuit is filed to declare this Agreement invalid in whole or in part, or
to enforce any party's rights or obligations under this Agreement, then the
party to this Agreement who prevails in such litigation with respect to any
such issue (other than by reason of a settlement) shall be entitled to
recover from the other party to this Agreement all court costs, litigation
expenses and reasonable attorney's fees incurred by that prevailing party in
defending against and/or prosecuting that issue (as the case may be).

          6.4      WAIVER. The Executive's or the Company's failure to
insist upon strict compliance with any provision hereof or any other provision
of this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 2.24,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

          6.5      ENTIRE AGREEMENT; NO AMENDMENT. This Agreement contains
the entire agreement between the parties respecting the subject matter hereof
and supersedes all prior oral or written communications and agreements
between the parties relating to employment or payments in the event
employment terminates. Neither this Agreement, nor any of its terms, may be
changed, added to, amended, waived or varied except in a writing signed by
Executive and the Company.

          6.6      TERMINATION. This Agreement terminates on January
1, 200__ or the date Executive's employment with the Company terminates,
whichever first occurs. Termination does not affect accrued rights or
obligations (including but not limited to payment obligations under Section 3),
or (if applicable) the provisions of Section 4 or any related provisions.

          IN WITNESS WHEREOF, the Executive and, the Company, pursuant to
the authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above written.


Date:  5/1/00
     ---------                                 ---------------------------------
                                               Thomas A. Daiber

                                    -15-

<PAGE>
<PAGE>





                                               ALLEGIANT BANCORP, INC.



                                               By
                                                 -------------------------------
                                               Name: Shaun R. Hayes
                                                    ----------------------------
Date:  5/1/00                                  Title: President and CEO
     ---------                                       ---------------------------



                                      -16-






<PAGE>
<PAGE>

                           ALLEGIANT BANCORP, INC.
                        EXECUTIVE RETENTION AGREEMENT


         This Executive Retention Agreement (this "Agreement") has been
entered into as of the 1ST day of MAY, 2000, by and between Allegiant
                       ---        ---    --
Bancorp, Inc., a Missouri corporation (the "Company"), and PAUL F. GLARNER,
                                                           ---------------
an individual ("Executive").

                                  RECITALS

         The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its stockholders to
reinforce and encourage the continued attention and dedication of the
Executive to the Company as a member of the Company's management and to
assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control
(as defined below) with respect to the Company. The Board desires to provide
for the continued employment of the Executive, and the Executive is willing
to commit to serve the Company. Additionally, the Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue
of the personal uncertainties and risks created by a pending or threatened
Change in Control, to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change in Control, and to provide the Executive with compensation
and benefits arrangements upon a termination of employment after a Change in
Control which ensure that the compensation and benefits expectations of the
Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board
has caused the Company to enter into this Agreement.

                          IT IS AGREED AS FOLLOWS:

SECTION 1:     DEFINITIONS AND CONSTRUCTION.

          1.1  DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different meaning.

               1.1(a)     "ANNUAL BASE SALARY" shall mean the rate of base
                          salary (excluding benefits, bonuses, incentive
                          compensation or other forms of compensation or
                          benefits) at which Executive is being paid as of a
                          particular date.

               1.1(b)     "BOARD" means the Board of Directors of the
                          Company.

               1.1(c)     "CHANGE IN CONTROL" means:

                               (i) The acquisition by any individual, entity
                          or group, or (within the meaning of Section 13(d)(3)
                          or 14(d)(2), the Exchange Act), a Person


<PAGE>
<PAGE>

                          of ownership of 30% or more of either (a) the then
                          outstanding shares of common stock of the Company
                          (the "Outstanding Company Common Stock") or (b)
                          the combined voting power of the then outstanding
                          voting securities of the Company entitled to vote
                          generally in the election of directors (the
                          "Outstanding Company Voting Securities"); or

                               (ii) Individuals who, as of the date hereof,
                          constitute the Board (the "Incumbent Board") cease
                          for any reason to constitute at least a majority
                          of the Board; provided, however, that for purposes
                          of the definition of "Incumbent Board," any
                          individual becoming a director subsequent to the
                          date hereof whose election, or nomination for
                          election by the Company's stockholders, was
                          approved by a vote of at least a majority of the
                          directors then comprising the Incumbent Board
                          shall be considered as though such individual were
                          a member of the Incumbent Board, but excluding, as
                          a member of the Incumbent Board, any such
                          individual whose initial assumption of office
                          occurs as a result of either an actual or
                          threatened election contest (as such terms are
                          used in Rule l4a-11 of Regulation l4A promulgated
                          under the Exchange Act) or other actual or
                          threatened solicitation of proxies or consents by
                          or on behalf of a Person other than the Board; or

                               (iii) Approval by the stockholders of the
                          Company (and subsequent consummation) of a
                          reorganization, merger or consolidation, in each
                          case, unless, following such reorganization,
                          merger or consolidation, (a) more than fifty
                          percent (50%) of, respectively, the then
                          outstanding shares of common stock of the
                          corporation resulting from such reorganization,
                          merger or consolidation and the combined voting
                          power of the then outstanding voting securities of
                          such corporation entitled to vote generally in the
                          election of directors is then beneficially owned,
                          directly or indirectly, by all or substantially
                          all of the individuals and entities who were the
                          beneficial owners, respectively, of the
                          Outstanding Company Common Stock and Outstanding
                          Company Voting Securities immediately prior to
                          such reorganization, merger or consolidation in
                          substantially the same proportions as their
                          ownership, immediately prior to such
                          reorganization, merger or consolidation, of the
                          Outstanding Company Common Stock and Outstanding
                          Company Voting Securities, as the case may be, (b)
                          no Person (excluding the Company, any employee
                          benefit plan (or related trust) of the Company or
                          such corporation resulting from such
                          reorganization, merger or consolidation and any
                          Person beneficially owning, immediately prior to
                          such reorganization, merger or consolidation,
                          directly or indirectly, twenty percent (20%) or
                          more of the Outstanding Company Common Stock or
                          Outstanding Voting Securities, as the case may be)
                          beneficially owns, directly or indirectly, twenty
                          percent (20%) or more of, respectively, the then
                          outstanding shares of common stock of the
                          corporation resulting


                                    - 2 -

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<PAGE>

                          from such reorganization, merger or consolidation
                          or the combined voting power of the then
                          outstanding voting securities of such corporation,
                          entitled to vote generally in the election of
                          directors and (c) at least a majority of the
                          members of the board of directors of the
                          corporation resulting from such reorganization,
                          merger or consolidation were members of the
                          Incumbent Board at the time of the execution of
                          the initial agreement providing for such
                          reorganization, merger or consolidation; or

                               (iv) Approval by the stockholders of the
                          Company (and consummation) of (a) a complete
                          liquidation or dissolution of the Company or (b)
                          the sale or other disposition of all or
                          substantially all of the assets of the Company,
                          other than to a corporation, with respect to which
                          following such sale or other disposition, (1) more
                          than fifty percent (50%) of, respectively, the
                          then outstanding shares of common stock of such
                          corporation and the combined voting power of the
                          then outstanding voting securities of such
                          corporation entitled to vote generally in the
                          election of directors is then beneficially owned,
                          directly or indirectly, by all or substantially
                          all of the individuals and entities who were the
                          beneficial owners, respectively, of the
                          Outstanding Company Common Stock and Outstanding
                          Company Voting Securities immediately prior to
                          such sale or other disposition in substantially
                          the same proportion as their ownership,
                          immediately prior to such sale or other
                          disposition, of the Outstanding Company Common
                          Stock and Outstanding Company Voting Securities,
                          as the case may be, (2) no Person (excluding the
                          Company and any employee benefit plan (or related
                          trust) of the Company or such corporation and any
                          Person beneficially owning, immediately prior to
                          such sale or other disposition, directly or
                          indirectly, twenty percent (20%) or more of the
                          Outstanding Company Common Stock or Outstanding
                          Company Voting Securities, as the case may be)
                          beneficially owns, directly or indirectly, twenty
                          percent (20%) or more of, respectively, the then
                          outstanding shares of common stock of such
                          corporation and the combined voting power of the
                          then outstanding voting securities of such
                          corporation entitled to vote generally in the
                          election of directors and (3) at least a majority
                          of the members of the board of directors of such
                          corporation were members of the Incumbent Board at
                          the time of the execution of the initial agreement
                          or action of the Board providing for such sale or
                          other disposition of assets of the Company.

               1.1(d)     "CHANGE IN CONTROL DATE" shall mean the date of
                          the Change in Control; provided, however, that the
                          Change in Control Date shall mean the date
                          immediately prior to the date the Executive's
                          employment with the Company was terminated by the
                          Company if (i) Executive's employment with the
                          Company was terminated by the Company prior to


                                    - 3 -

<PAGE>
<PAGE>

                          the occurrence of a Change in Control, and (ii)
                          Executive's employment (either in fact or as
                          reasonably demonstrated by Executive) was
                          terminated either at the request of a third party
                          who has taken steps reasonably calculated to
                          effect a Change in Control, or otherwise occurred
                          in connection with or anticipation of a Change in
                          Control.

               1.1(e)     "CODE" shall mean the Internal Revenue Code of
                          1986, as amended.

               1.1(f)     "COMPANY" means Allegiant Bancorp, Inc., a
                          Missouri corporation.

               1.1(g)     "EFFECTIVE DATE" shall mean May 1, 2000.

               1.1(h)     "EXCHANGE ACT" means the Securities Exchange Act
                          of 1934, as amended.

               1.1(i)     "PERSON" means any "person" within the meaning of
                          Sections 13(d) and 14(d) of the Exchange Act.

               1.1(j)     "TERM" means the period that begins on the
                          Effective Date and ends on the earlier of: (i) May
                          1, 2001, or (ii) the date Executive's employment
                          terminates.

          1.2  GENDER AND NUMBER. When appropriate, pronouns in this
Agreement used in the masculine gender include the feminine gender, words in
the singular include the plural, and words in the plural include the
singular.

          1.3  HEADINGS. All headings in this Agreement are included solely
for ease of reference and do not bear on the interpretation of the text.
Accordingly, as used in this Agreement, the terms "Article" and "Section"
mean the text that accompanies the specified Article or Section of the
Agreement.

          1.4  APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.


SECTION 2:     EMPLOYMENT; EMPLOYMENT TERMINATION.

          2.1  EMPLOYMENT BEFORE A CHANGE IN CONTROL. Executive is employed
by the Company on an at will basis for no definite term. Either the Company
or Executive may terminate Executive's employment at any time with or
without cause by giving notice to the other party. Upon termination of
Executive's employment with the Company prior to a Change in Control,
whether employment is terminated by the Company, by Executive, or otherwise,
this Agreement shall terminate and neither party shall have any rights or
obligations hereunder except to the extent provided for under Section 3 or
otherwise under this Agreement; provided, however, that Executive shall have
all rights under this Agreement as if a Change in Control occurred on the
date

                                    - 4 -

<PAGE>
<PAGE>

immediately before the date Executive's employment with the Company was
terminated by the Company if (i) Executive's employment with the Company was
terminated by the Company prior to the occurrence of a Change in Control,
and (ii) Executive's employment (either in fact or as reasonably
demonstrated by Executive) was terminated either at the request of a third
party who has taken steps reasonably calculated to effect a Change in
Control, or otherwise occurred in connection with or anticipation of a
Change in Control.

          2.2  TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. After a
Change in Control, the following provisions shall apply.

          2.21 DEATH. The Executive's employment shall terminate
automatically upon the Executive's death.

          2.22 DISABILITY. If the Company determines in good faith
that the Disability of the Executive has occurred (pursuant to the
definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 6.1 of its intention to terminate
the Executive's employment. In such event, the Executive's employment with
the Company shall terminate effective on the thirtieth (30th) day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the thirty (30) days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties.
For purposes of this Agreement, "Disability" shall mean that the Executive
has been unable to perform the services required of the Executive hereunder
on a full-time basis (with reasonable accommodation) for a period of one
hundred eighty (180) consecutive business days by reason of a physical
and/or mental condition. "Disability" shall be deemed to exist when
certified by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably). The
Executive will submit to such medical or psychiatric examinations and tests
as such physician deems necessary to make any such Disability determination.

          2.23 TERMINATION FOR CAUSE. The Company may terminate the
Executive's employment after a Change in Control for "Cause," which shall
mean termination based upon: (i) the Executive's willful and continued
failure to substantially perform Executive's duties with the Company (other
than as a result of incapacity due to physical or mental condition), after a
demand for substantial performance is delivered to Executive by the Company,
which specifically identifies the manner in which the Executive has not
substantially performed Executive's duties, (ii) the Executive's commission
of an act in connection with Executive's employment constituting a criminal
offense involving moral turpitude, dishonesty, or breach of trust, (iii)
Executive has engaged in any conduct which would preclude Executive from
employment with the Company or any of its subsidiary banks or corporations,
or the Executive is disqualified or precluded from being employed by or
providing any services to the Company or any of its subsidiary banks or
corporations by reason of any federal or state banking law or regulation or
any order or written request of any regulatory agency which has jurisdiction
over Company or any of its subsidiaries, or (iv) the Executive's material
breach of any provision of this Agreement. For purposes of this Section, no
act, or failure to act on the Executive's part shall be considered "willful"
unless done, or omitted to be done, without good faith and without
reasonable belief that the act or omission was in


                                    - 5 -

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<PAGE>

the best interest of the Company. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause unless and
until (i) Executive receives a Notice of Termination (as defined in Section
2.26) from the Company, (ii) Executive is given the opportunity, with
counsel, to be heard before the Board, and (iii) the Board finds, in its
good faith opinion, the Executive was guilty of the conduct set forth in the
Notice of Termination.

          2.24 GOOD REASON. After a Change In Control, the Executive
may terminate Executive's employment with the Company for "Good Reason,"
which shall mean termination based upon:

                               (i) Any action by the Company which results in a
                          material diminution in the duties or responsibilities
                          held by Executive as of the Change in Control Date,
                          excluding for this purpose any action not taken in
                          bad faith and which is remedied by the Company
                          promptly after receipt of notice thereof given by
                          the Executive and any actions which are a
                          necessary incident of a merger or consolidation
                          (e.g., the elimination or consolidation of a position)
                          provided the Executive is assigned duties and
                          responsibilities of an executive nature in lieu
                          thereof;

                               (ii) The Company's reduction in the Annual Base
                          Salary at which the Executive was paid as of the
                          Change in Control Date;

                               (iii) (a) the failure by the Company to continue
                          in effect any benefit or compensation plan, stock
                          ownership plan, life insurance plan, health and
                          accident plan or disability plan to which the
                          Executive was entitled as of the Change in Control
                          Date, (b) the taking of any action by the Company
                          which would adversely affect the Executive's
                          participation in, or materially reduce the Executive's
                          benefits under, any such plan or benefit, or deprive
                          the Executive of any material fringe benefit enjoyed
                          by the Executive as of the Change in Control Date,
                          or (c) the failure by the Company to provide the
                          Executive with the number of paid vacation days which
                          the Executive was entitled to receive on an annual
                          basis as of the Change in Control Date.

                               (iv) the Company's requiring the Executive to be
                          regularly based at any office or location outside the
                          greater metropolitan St. Louis area;

                               (v) a material breach by the Company of any
                          provision of this Agreement;

                               (vi) any purported termination by the Company
                          of the Executive's employment otherwise than as
                          expressly permitted by this Agreement;

                               (vii) within a period ending at the close of
                          business on the date three (3) years after the Change
                          in Control Date, if the Company has failed to comply
                          with and satisfy Section 5.2 on or after the Change
                          in Control Date; or


                                    - 6 -

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<PAGE>

                               (viii) within a period ending at the close
                          of business on the date eighteen (18) months
                          after the Change in Control Date, the Executive,
                          in the Executive's sole and absolute discretion,
                          determines that Executive no longer wishes to be
                          employed by the Company and notifies the Company
                          in writing that the Executive is terminating
                          Executive's employment with the Company as of
                          a date not less than twenty (20) days, and not more
                          than sixty (60) days (unless the Company otherwise
                          agrees to a later termination date), after the date
                          the notice is given.

For purposes of this Section any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

          2.25 TERMINATION WITHOUT CAUSE AFTER A CHANGE IN CONTROL.
After a Change in Control, the Company shall continue to have the right to
terminate Executive's employment without Cause (in which case the provisions
of Section 3.2 apply) and for any or no reason, and nothing in this
Agreement shall be construed as limiting the Company's right to terminate
Executive's employment at any time without cause and for any or no reason.

          2.26 NOTICE OF TERMINATION. Any termination by the Company
for Cause or Disability, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party, given in
accordance with Section 6.1. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment
under the provision so indicated, and (iii) if the Date of Termination (as
defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than fifteen (15) days
after the giving of such notice, except as otherwise provided for in Section
2.24(viii)). The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive
or the Company hereunder or preclude the Executive or the Company from
asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

          2.27 DATE OF TERMINATION. "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the Date of Termination shall be the date of
receipt of the Notice of Termination or any later date specified therein, as
the case may be, (ii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death
of the Executive or the Disability Effective Date, as the case may be, or
(iii) if the Executive's employment is terminated by the Company other than
for Cause, death, or Disability, the Date of Termination shall be the date
of receipt of the Notice of Termination; provided that if within thirty (30)
days after any Notice of Termination is given, the party receiving such
Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on
which the dispute is finally determined, either by mutual written agreement
of the parties, or by a final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired and no
appeal having been perfected); (iv) if the Executive's employment is
terminated by


                                    - 7 -

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<PAGE>

the Executive prior to a Change in Control, the Date of
Termination shall be the date of receipt of the Notice of Termination.

SECTION 3:     CERTAIN BENEFITS UPON TERMINATION.

          3.1  TERMINATION OF EMPLOYMENT PRIOR TO A CHANGE IN CONTROL.

          If, prior to a Change in Control: (i) the Company shall terminate
the Executive's employment, or (ii) the Executive shall terminate employment
with the Company, then:

               3.1(a)     "Accrued Obligations": The Company shall pay to
                          the Executive the sum of (1) the Executive's
                          Annual Base Salary through the Date of Termination
                          to the extent not previously paid, (2) any
                          compensation previously deferred by the Executive
                          (together with any accrued interest or earnings
                          thereon) and (3) any accrued vacation pay; in each
                          case to the extent not previously paid.

               3.1(b)     "Other Benefits": To the extent not previously
                          paid or provided, the Company shall timely pay or
                          provide to the Executive and/or the Executive's
                          family any other amounts or benefits required to
                          be paid or provided for which the Executive and/or
                          the Executive's family is eligible to receive
                          pursuant to this Agreement and under any plan,
                          program, policy or practice or contract or
                          agreement of the Company as those provided
                          generally to other peer executives and their
                          families during the ninety (90) day period
                          immediately preceding the Effective Date or, if
                          more favorable to the Executive, as those provided
                          generally after the Effective Date to other peer
                          executives of the Company and their families.

               3.1(c)     "Severance Amount": Company may, at its option,
                          waive the provisions of Section 4.1 hereof and it
                          is agreed that said waiver will not be
                          unreasonably withheld, in which event, Executive
                          shall not be entitled to any amount in addition to
                          that described in 3.1(a) and 3.1(b). If Employer
                          elects not to waive the provisions of Section 4.1,
                          within thirty (30) days after the Date of
                          Termination and subject to satisfaction of the
                          provisions of Section 3.9 and subject to the
                          provisions of Section 3.5, Company shall begin
                          paying to Executive twelve (12) monthly
                          installments which together equal the Employee's
                          Annual Base Salary. Payments shall be made in
                          accordance with the payroll practice of Company
                          but no less frequently than once a month; as such
                          amount may be reduced pursuant to the provisions
                          of Section 3.5. Executive's right to receive and
                          retain the Severance Amount under this Section
                          3.1(c) is conditioned on Executive's compliance
                          with Section 4.1

                                    - 8 -

<PAGE>
<PAGE>


          3.2  BENEFITS UPON TERMINATION OF EMPLOYMENT AFTER A CHANGE IN
CONTROL WITHOUT CAUSE OR FOR GOOD REASON. If a Change in Control occurs
while Executive is employed by the Company, and within three (3) years after
a Change in Control: (i) the Company shall terminate the Executive's
employment without Cause, or (ii) the Executive shall terminate employment
with the Company for Good Reason, then upon satisfaction of the conditions
set forth in Section 3.9 below (with respect to the payments specified in
Section 3.2 (b)) the Executive shall be entitled to the benefits provided
below:

               3.2(a)     "Accrued Obligations": Within thirty (30) days
                          after the Date of Termination, the Company shall
                          pay to the Executive the sum of (1) the
                          Executive's Annual Base Salary through the Date of
                          Termination to the extent not previously paid, (2)
                          any compensation previously deferred by the
                          Executive (together with any accrued interest or
                          earnings thereon) and (3) any accrued vacation
                          pay; in each case to the extent not previously
                          paid.

               3.2(b)     "Severance Amount": Within thirty (30) days after
                          the Date of Termination and satisfaction of the
                          provisions of Section 3.9, and subject to the
                          provisions of Section 3.5, Company shall pay to
                          Employee a lump sum cash amount or monthly
                          installments, as Employee chooses, equal to the
                          product of 2.0 times the Employee's Average Annual
                          Compensation. For purposes of this subparagraph,
                          Average Annual Compensation shall mean either: (i)
                          the average total annual compensation (salary and
                          incentive) payable during the preceding two years;
                          or (ii) in the event that the Employee shall have
                          been employed by the Company less than two years,
                          the annualized average total compensation (salary
                          and incentive) payable during the period in which
                          Employee has been employed by the Company. If
                          Employee chooses to receive this payment in a lump
                          sum, this amount shall be paid within 30 days
                          after the effective date of involuntary
                          termination or Diminution of Status. If Employee
                          chooses to receive this payment in a series of
                          equal monthly installments over a one and one-half
                          year period, payments shall be made in accordance
                          with the payroll practice of Company but no less
                          frequently than once a month; as such amount may
                          be reduced pursuant to the provisions of Section
                          3.5.

               3.2(c)     "Stock Options": To the extent not otherwise
                          provided for under the terms of the Company's
                          stock option plan or the Executive's stock option
                          agreements (if any), all such stock options shall
                          become fully exercisable as of the Date of
                          Termination and, except for "incentive stock
                          options" within the meaning of Code Section 422
                          granted prior to the date hereof, shall remain
                          fully exercisable for six months following the
                          Date of Termination.


                                    - 9 -

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<PAGE>

               3.2(d)     "Other Benefits": To the extent not previously
                          paid or provided, the Company shall timely pay or
                          provide to the Executive and/or the Executive's
                          family any other amounts or benefits required to
                          be paid or provided for which the Executive and/or
                          the Executive's family is eligible to receive
                          pursuant to this Agreement and under any plan,
                          program, policy or practice or contract or
                          agreement of the Company as those provided
                          generally to other peer executives and their
                          families during the ninety (90) day period
                          immediately preceding the Effective Date or, if
                          more favorable to the Executive, as those provided
                          generally after the Effective Date to other peer
                          executives of the Company and their families; to
                          the extent permissible under the terms of the
                          applicable plan and applicable law.

          3.3  DEATH; DISABILITY. If the Executive's employment is
terminated by reason of the Executive's death during the Employment Period
(either prior or subsequent to a Change in Control), this Agreement shall
terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of Accrued
Obligations (as defined in Section 3.2(a)) (which shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash
within thirty (30) days of the Date of Termination); (ii) the timely payment
of any monthly installments remaining unpaid under Section 3.2(b) and (iii)
the timely payment or provision of Other Benefits (as defined in Section
3.1(b)), including death benefits pursuant to the terms of any plan, policy,
or arrangement of the Company.

          If the Executive's employment is terminated by reason of the
Executive's Disability during the Employment Period (either prior or
subsequent to a Change in Control), this Agreement shall terminate without
further obligations to the Executive, other than for (i) payment of Accrued
Obligations (as defined in Section 3.2(a)) (which shall be paid to the
Executive in a lump sum in cash within thirty (30) days of the Date of
Termination) and (ii) the timely payment or provision of Other Benefits (as
defined in Section 3.1(d)) including disability benefits pursuant to the
terms of any plan, policy or arrangement of the Company.

          3.4  TERMINATION FOR CAUSE; OTHER THAN GOOD REASON. If the
Executive's employment shall be terminated for Cause during the Employment
Period (either prior to or subsequent to a Change in Control), this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive the Executive's Accrued
Compensation (as defined in this Section). If the Executive terminates
employment with the Company during the Employment Period, (excluding a
termination for Good Reason), this Agreement shall terminate without further
obligations to the Executive, other than for the payment of Accrued
Compensation (as defined in this Section) and the timely payment or
provision of Other Benefits (as defined in Section 3.1(d)). In such case,
all Accrued Compensation shall be paid to the Executive in a lump sum in
cash within thirty (30) days of the Date of Termination.

          For the purpose of this Section, the term "Accrued Compensation"
means the sum of (i) the Executive's Annual Base Salary through the Date of
Termination to the extent not previously paid, (ii) any compensation
previously deferred by the Executive (together with any accrued interest


                                    - 10 -

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<PAGE>

or earnings thereon), and (iii) any accrued vacation pay in each case to the
extent not previously paid.

          3.5  "EXCESS PARACHUTE PAYMENT": Anything in this Agreement to
the contrary notwithstanding, in the event that an independent accountant
shall determine that any payment or distribution by the Company to or for
the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise) (a
"Payment") would be nondeductible by the Company for Federal income tax
purposes because of Code Section 280G or would constitute an "excess
parachute payment" (as defined in Code Section 280G), then the aggregate
present value of amounts payable or distributable to or for the benefit of
Executive pursuant to this Agreement (such payments or distributions
pursuant to this Agreement are hereinafter referred to as "Agreement
Payments") shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this paragraph, the "Reduced Amount" shall be an amount
expressed in present value which maximizes the aggregate present value of
Agreement Payments without causing any Payment to be nondeductible by the
Company because of Code Section 280G or without causing any portion of the
Payment to be subject to the excise tax imposed by Code Section 4999.

          If the independent accountant determines that any Payment would be
nondeductible by the Company because of Code Section 280G or that any
portion of the Payment will be subject to the excise tax imposed by Code
Section 4999, the Company shall promptly give Executive notice to that
effect and a copy of the detailed calculation thereof and of the Reduced
Amount. The Executive may then elect, in Executive's sole discretion, which
and how much of the Agreement Payments shall be eliminated or reduced (as
long as after such election the aggregate present value of the Agreement
Payments equals the Reduced Amount), and shall advise the Company in writing
of Executive's election within ten (10) days of Executive's receipt of such
notice. If no such election is made by Executive within such ten-day period,
the Company may elect which and how much of the Agreement Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Agreement Payments equals the Reduced Amount) and shall notify
the Executive promptly of such election. For purposes of this paragraph,
present value shall be determined in accordance with Code Section
280G(d)(4). All determinations made by the independent accountant under this
Section shall be binding upon the Company and the Executive and shall be
made within sixty (60) days of a termination of employment of the Executive.
As promptly as practicable following such determination and the elections
hereunder, the Company shall pay to or distribute to or for the benefit of
the Executive such amounts as are then due to the Executive under this
Agreement and shall promptly pay to or distribute for the benefit of the
Executive in the future such amounts as become due to the Executive under
this Agreement.

          As a result of the uncertainty in the application of Code Sections
280G and 4999 at the time of the initial determination by the independent
accountant hereunder, it is possible that Agreement Payments will be made by
the Company which should not have been made ("Overpayment") or that
additional Agreement Payments which have not been made by the Company should
have been made ("Underpayment"), in each case, consistent with the
calculation of the Reduced Amount hereunder. In the event that the
independent accountant, based upon the assertion of a deficiency by the
Internal Revenue Service against the Company or the Executive


                                    - 11 -

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<PAGE>

which the independent accountant believes has a high probability of success,
determines that an Overpayment has been made, any such Overpayment shall be
treated for all purposes as a loan to the Executive which the Executive
shall repay to the Company together with interest at the applicable Federal
rate provided for in Code Section 7872(f)(2); provided, however, that no
amount shall be payable by the Executive to the Company if and to the extent
such payment would not reduce the amount which is subject to taxation under
Code Section 4999 or if the period of limitations for assessment of tax
under Code Section 4999 against the Executive shall have expired. In the
event that the independent accountant, based upon controlling precedent,
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive together
with interest at the applicable Federal rate provided for in Code Section
7872(f)(2)(A).

          3.6  NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's entitlement to accrued benefits under any
plan, program, policy or practice provided by the Company and for which the
Executive may qualify. Amounts which are vested benefits of which the
Executive is otherwise entitled to receive under any plan, policy, practice
or program of, or any contract or agreement with, the Company at or
subsequent to the Date of Termination, shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.

          3.7  FULL SETTLEMENT. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may
have against the Executive or others. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and such amounts shall not be reduced whether
or not the Executive obtains other employment.

          3.8  RESOLUTION OF DISPUTES. If after a Change in Control there
shall be any dispute between the Company and the Executive (i) in the event
of any termination of the Executive's employment by the Company, whether
such termination was for Cause, or (ii) in the event of any termination of
employment by the Executive, whether Good Reason existed, then, unless and
until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or that the
determination by the Executive of the existence of Good Reason was not made
in good faith, the Company shall pay all amounts, and provide all benefits,
to the Executive and/or the Executive's family or other beneficiaries, as
the case may be, that the Company would be required to pay or provide
pursuant to this Agreement as though such termination were by the Company
without Cause or by the Executive with Good Reason; provided, however, that
the Company shall not be required to pay any disputed amounts pursuant to
this Section except upon receipt of an undertaking by or on behalf of the
Executive to repay all such amounts to which the Executive is ultimately
adjudged by such court not to be entitled.

          3.9  CONDITIONS TO PAYMENTS. To be eligible to receive (and
continue to receive) and retain the payments and benefits described in
Section 3.2 (b), Executive must


                                    - 12 -

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<PAGE>

execute and deliver to the Company an agreement, in form and substance
satisfactory to the Company, effectively releasing and giving up all claims
Executive may have against the Company or any of its subsidiaries or
affiliates (and each of their respective employees, officers, plans or
agents) arising out of any facts or conduct occurring prior to that date.
The agreement will be prepared by the Company and provided to Executive at
the time Executive's employment is terminated or as soon as administratively
practicable thereafter. The agreement will require Executive to consult with
Company representatives, and voluntarily appear as a witness for trial or
deposition (and to prepare for any such testimony) in connection with, any
claim which may be asserted by or against the Company, or any business
matter concerning the Company or any of its transactions or operations.

SECTION 4:     NON-COMPETITION. The provisions of this Section 4 and any related
provisions survive termination of this Agreement and/or Executive's
employment with the Company.

          4.1  NON-COMPETE AGREEMENT.

               4.1(a)     It is agreed that during the period beginning on
                          the date the Executive's employment with the
                          Company terminates and ending one (1) year
                          thereafter, the Executive shall not, without prior
                          written approval of the Board and it is agreed
                          that said waiver will not be unreasonable
                          withheld, become an officer, employee, agent,
                          partner, or director of any business enterprise in
                          substantial direct competition (as defined in
                          Section 4.1(b)) with the Company; provided that,
                          if the Executive is terminated by the Company
                          without Cause or if the Executive terminates
                          Executive's employment for Good Reason, then
                          Executive will not be subject to the restrictions
                          of this Section.

               4.1(b)     For purposes of Section 4.1, a business enterprise
                          with which the Executive becomes associated as an
                          officer, employee, agent, partner, or director
                          shall be considered in substantial direct
                          competition, if such entity competes with the
                          Company in any business in which the Company or
                          any of its direct or indirect subsidiaries is
                          engaged and is within the Company's market area
                          (as defined herein) as of the date the Executive's
                          Company employment terminates. The Company's
                          market area is defined for this purpose, as the
                          greater metropolitan St. Louis area, including
                          without limitation the City of St. Louis and the
                          Counties of St. Louis, St. Charles, and Jefferson,
                          in Missouri and the Counties of Madison and St.
                          Clair in Illinois.

               4.1(c)     The above constraint shall not prevent the
                          Executive from making passive investments, not to
                          exceed five percent (5%), in any enterprise.

          4.2  CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies or direct or indirect subsidiaries, and their
respective

                                    - 13 -

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<PAGE>

businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of
the Executive in violation of this Agreement). After termination of the
Executive's employment with the Company, the Executive shall not, without
the prior written consent of the Company, or as may otherwise be required by
law or legal process, use, or communicate or divulge, any such information,
knowledge or data to anyone other than the Company and those designated by
it. In no event shall an asserted violation of the provisions of this
Section constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

SECTION 5:     SUCCESSORS.

          5.1  SUCCESSORS OF EXECUTIVE. This Agreement is personal to the
Executive and, without the prior written consent of the Company, the rights
(but not the obligations) shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive's legal
representatives.

          5.2  SUCCESSORS OF COMPANY. This Agreement is freely assignable by
the Company. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to terminate the Agreement at
Executive's option on or after the Change in Control Date for Good Reason.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets which assumes and
agrees to perform this Agreement by operation of law, or otherwise.

SECTION 6:     MISCELLANEOUS.

          6.1  NOTICE. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses as set forth below; provided that all notices to the
Company shall be directed to the attention of the Chairman of the Board, or
to such other address as one party may have furnished to the other in
writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.

               Notice to Executive:
               -------------------

               Paul F. Glarner
               123 S. Gore
               St. Louis, MO 63119


                                    - 14 -

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<PAGE>

               Notice to Company:
               -----------------

               Allegiant Bancorp, Inc.
               2122 Kratky Road
               St. Louis, MO 63114
               Attn: Chairman of the Board

          6.2  VALIDITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.

          6.3  WITHHOLDING. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation. If any
lawsuit is filed to declare this Agreement invalid in whole or in part, or
to enforce any party's rights or obligations under this Agreement, then the
party to this Agreement who prevails in such litigation with respect to any
such issue (other than by reason of a settlement) shall be entitled to
recover from the other party to this Agreement all court costs, litigation
expenses and reasonable attorney's fees incurred by that prevailing party in
defending against and/or prosecuting that issue (as the case may be).

          6.4  WAIVER. The Executive's or the Company's failure to insist
upon strict compliance with any provision hereof or any other provision of
this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 2.24,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

          6.5  ENTIRE AGREEMENT; NO AMENDMENT. This Agreement contains the
entire agreement between the parties respecting the subject matter hereof
and supersedes all prior oral or written communications and agreements
between the parties relating to employment or payments in the event
employment terminates. Neither this Agreement, nor any of its terms, may be
changed, added to, amended, waived or varied except in a writing signed by
Executive and the Company.

          6.6  TERMINATION. This Agreement terminates on January 1, 200
                                                                       --
or the date Executive's employment with the Company terminates, whichever
first occurs. Termination does not affect accrued rights or obligations
(including but not limited to payment obligations under Section 3), or (if
applicable) the provisions of Section 4 or any related provisions.

          IN WITNESS WHEREOF, the Executive and, the Company, pursuant to
the authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above written.


Date:  5/1/00
      --------                               ---------------------------------
                                             Paul F. Glarner


                                    - 15 -

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<PAGE>

                                             ALLEGIANT BANCORP, INC.


                                             By
                                               -------------------------------
                                             Name:    Shaun R. Hayes
                                                  ----------------------------
Date:  5/1/00                                Title:   President and CEO
      --------                                     ---------------------------




                                    - 16 -




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<PAGE>

                           ALLEGIANT BANCORP, INC.
                        EXECUTIVE RETENTION AGREEMENT


         This Executive Retention Agreement (this "Agreement") has been
entered into as of the 1ST day of MAY, 2000, by and between Allegiant
                       ---        ---    --
Bancorp, Inc., a Missouri corporation (the "Company"), and JEFFREY S. SCHATZ,
                                                           -----------------
an individual ("Executive").

                                  RECITALS

         The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its stockholders to
reinforce and encourage the continued attention and dedication of the
Executive to the Company as a member of the Company's management and to
assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control
(as defined below) with respect to the Company. The Board desires to provide
for the continued employment of the Executive, and the Executive is willing
to commit to serve the Company. Additionally, the Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue
of the personal uncertainties and risks created by a pending or threatened
Change in Control, to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change in Control, and to provide the Executive with compensation
and benefits arrangements upon a termination of employment after a Change in
Control which ensure that the compensation and benefits expectations of the
Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board
has caused the Company to enter into this Agreement.

                          IT IS AGREED AS FOLLOWS:

SECTION 1:     DEFINITIONS AND CONSTRUCTION.

            1.1 DEFINITIONS. For purposes of this Agreement, the following
words and phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different meaning.

                1.1(a)  "ANNUAL BASE SALARY" shall mean the rate of base
                        salary (excluding benefits, bonuses, incentive
                        compensation or other forms of compensation or
                        benefits) at which Executive is being paid as of a
                        particular date.

                1.1(b)  "BOARD" means the Board of Directors of the Company.

                1.1(c)  "CHANGE IN CONTROL" means:

                             (i) The acquisition by any individual, entity
                        or group, or (within the meaning of Section 13(d)(3)
                        or 14(d)(2), the Exchange Act), a Person



<PAGE>
<PAGE>
                        of ownership of 30% or more of either (a) the then
                        outstanding shares of common stock of the Company
                        (the "Outstanding Company Common Stock") or (b) the
                        combined voting power of the then outstanding voting
                        securities of the Company entitled to vote generally
                        in the election of directors (the "Outstanding
                        Company Voting Securities"); or

                             (ii) Individuals who, as of the date hereof,
                        constitute the Board (the "Incumbent Board") cease
                        for any reason to constitute at least a majority of
                        the Board; provided, however, that for purposes of
                        the definition of "Incumbent Board," any individual
                        becoming a director subsequent to the date hereof
                        whose election, or nomination for election by the
                        Company's stockholders, was approved by a vote of at
                        least a majority of the directors then comprising
                        the Incumbent Board shall be considered as though
                        such individual were a member of the Incumbent
                        Board, but excluding, as a member of the Incumbent
                        Board, any such individual whose initial assumption
                        of office occurs as a result of either an actual or
                        threatened election contest (as such terms are used
                        in Rule l4a-11 of Regulation l4A promulgated under
                        the Exchange Act) or other actual or threatened
                        solicitation of proxies or consents by or on behalf
                        of a Person other than the Board; or

                             (iii) Approval by the stockholders of the
                        Company (and subsequent consummation) of a
                        reorganization, merger or consolidation, in each
                        case, unless, following such reorganization, merger
                        or consolidation, (a) more than fifty percent (50%)
                        of, respectively, the then outstanding shares of
                        common stock of the corporation resulting from such
                        reorganization, merger or consolidation and the
                        combined voting power of the then outstanding voting
                        securities of such corporation entitled to vote
                        generally in the election of directors is then
                        beneficially owned, directly or indirectly, by all
                        or substantially all of the individuals and entities
                        who were the beneficial owners, respectively, of the
                        Outstanding Company Common Stock and Outstanding
                        Company Voting Securities immediately prior to such
                        reorganization, merger or consolidation in
                        substantially the same proportions as their
                        ownership, immediately prior to such reorganization,
                        merger or consolidation, of the Outstanding Company
                        Common Stock and Outstanding Company Voting
                        Securities, as the case may be, (b) no Person
                        (excluding the Company, any employee benefit plan
                        (or related trust) of the Company or such
                        corporation resulting from such reorganization,
                        merger or consolidation and any Person beneficially
                        owning, immediately prior to such reorganization,
                        merger or consolidation, directly or indirectly,
                        twenty percent (20%) or more of the Outstanding
                        Company Common Stock or Outstanding Voting
                        Securities, as the case may be) beneficially owns,
                        directly or indirectly, twenty percent (20%) or more
                        of, respectively, the then outstanding shares of
                        common stock of the corporation resulting


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<PAGE>

                        from such reorganization, merger or consolidation or
                        the combined voting power of the then outstanding
                        voting securities of such corporation, entitled to
                        vote generally in the election of directors and (c)
                        at least a majority of the members of the board of
                        directors of the corporation resulting from such
                        reorganization, merger or consolidation were members
                        of the Incumbent Board at the time of the execution
                        of the initial agreement providing for such
                        reorganization, merger or consolidation; or

                             (iv) Approval by the stockholders of the
                        Company (and consummation) of (a) a complete
                        liquidation or dissolution of the Company or (b) the
                        sale or other disposition of all or substantially
                        all of the assets of the Company, other than to a
                        corporation, with respect to which following such
                        sale or other disposition, (1) more than fifty
                        percent (50%) of, respectively, the then outstanding
                        shares of common stock of such corporation and the
                        combined voting power of the then outstanding voting
                        securities of such corporation entitled to vote
                        generally in the election of directors is then
                        beneficially owned, directly or indirectly, by all
                        or substantially all of the individuals and entities
                        who were the beneficial owners, respectively, of the
                        Outstanding Company Common Stock and Outstanding
                        Company Voting Securities immediately prior to such
                        sale or other disposition in substantially the same
                        proportion as their ownership, immediately prior to
                        such sale or other disposition, of the Outstanding
                        Company Common Stock and Outstanding Company Voting
                        Securities, as the case may be, (2) no Person
                        (excluding the Company and any employee benefit plan
                        (or related trust) of the Company or such
                        corporation and any Person beneficially owning,
                        immediately prior to such sale or other disposition,
                        directly or indirectly, twenty percent (20%) or more
                        of the Outstanding Company Common Stock or
                        Outstanding Company Voting Securities, as the case
                        may be) beneficially owns, directly or indirectly,
                        twenty percent (20%) or more of, respectively, the
                        then outstanding shares of common stock of such
                        corporation and the combined voting power of the
                        then outstanding voting securities of such
                        corporation entitled to vote generally in the
                        election of directors and (3) at least a majority of
                        the members of the board of directors of such
                        corporation were members of the Incumbent Board at
                        the time of the execution of the initial agreement
                        or action of the Board providing for such sale or
                        other disposition of assets of the Company.

                1.1(d)  "CHANGE IN CONTROL DATE" shall mean the date of the
                        Change in Control; provided, however, that the
                        Change in Control Date shall mean the date
                        immediately prior to the date the Executive's
                        employment with the Company was terminated by the
                        Company if (i) Executive's employment with the
                        Company was terminated by the Company prior to

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<PAGE>

                        the occurrence of a Change in Control, and (ii)
                        Executive's employment (either in fact or as
                        reasonably demonstrated by Executive) was terminated
                        either at the request of a third party who has taken
                        steps reasonably calculated to effect a Change in
                        Control, or otherwise occurred in connection with or
                        anticipation of a Change in Control.

                1.1(e)  "CODE" shall mean the Internal Revenue Code of 1986,
                        as amended.

                1.1(f)  "COMPANY" means Allegiant Bancorp, Inc., a Missouri
                        corporation.

                1.1(g)  "EFFECTIVE DATE" shall mean May 1, 2000.

                1.1(h)  "EXCHANGE ACT" means the Securities Exchange Act of
                        1934, as amended.

                1.1(i)  "PERSON" means any "person" within the meaning of
                        Sections 13(d) and 14(d) of the Exchange Act.

                1.1(j)  "TERM" means the period that begins on the Effective
                        Date and ends on the earlier of: (i) May 1, 2001, or
                        (ii) the date Executive's employment terminates.

            1.2 GENDER AND NUMBER. When appropriate, pronouns in this
Agreement used in the masculine gender include the feminine gender, words in
the singular include the plural, and words in the plural include the
singular.

            1.3 HEADINGS. All headings in this Agreement are included solely
for ease of reference and do not bear on the interpretation of the text.
Accordingly, as used in this Agreement, the terms "Article" and "Section"
mean the text that accompanies the specified Article or Section of the
Agreement.

            1.4 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Missouri, without
reference to its conflict of law principles.


SECTION 2:     EMPLOYMENT; EMPLOYMENT TERMINATION.

            2.1 EMPLOYMENT BEFORE A CHANGE IN CONTROL. Executive is employed
by the Company on an at will basis for no definite term. Either the Company
or Executive may terminate Executive's employment at any time with or
without cause by giving notice to the other party. Upon termination of
Executive's employment with the Company prior to a Change in Control,
whether employment is terminated by the Company, by Executive, or otherwise,
this Agreement shall terminate and neither party shall have any rights or
obligations hereunder except to the extent provided for under Section 3 or
otherwise under this Agreement; provided, however, that Executive shall have
all rights under this Agreement as if a Change in Control occurred on the
date


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<PAGE>

immediately before the date Executive's employment with the Company was
terminated by the Company if (i) Executive's employment with the Company was
terminated by the Company prior to the occurrence of a Change in Control,
and (ii) Executive's employment (either in fact or as reasonably
demonstrated by Executive) was terminated either at the request of a third
party who has taken steps reasonably calculated to effect a Change in
Control, or otherwise occurred in connection with or anticipation of a
Change in Control.

            2.2 TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. After a
Change in Control, the following provisions shall apply.

                2.21 DEATH. The Executive's employment shall terminate
automatically upon the Executive's death.

                2.22 DISABILITY. If the Company determines in good faith
that the Disability of the Executive has occurred (pursuant to the
definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 6.1 of its intention to terminate
the Executive's employment. In such event, the Executive's employment with
the Company shall terminate effective on the thirtieth (30th) day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the thirty (30) days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties.
For purposes of this Agreement, "Disability" shall mean that the Executive
has been unable to perform the services required of the Executive hereunder
on a full-time basis (with reasonable accommodation) for a period of one
hundred eighty (180) consecutive business days by reason of a physical
and/or mental condition. "Disability" shall be deemed to exist when
certified by a physician selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative (such
agreement as to acceptability not to be withheld unreasonably). The
Executive will submit to such medical or psychiatric examinations and tests
as such physician deems necessary to make any such Disability determination.

                2.23 TERMINATION FOR CAUSE. The Company may terminate the
Executive's employment after a Change in Control for "Cause," which shall
mean termination based upon: (i) the Executive's willful and continued
failure to substantially perform Executive's duties with the Company (other
than as a result of incapacity due to physical or mental condition), after a
demand for substantial performance is delivered to Executive by the Company,
which specifically identifies the manner in which the Executive has not
substantially performed Executive's duties, (ii) the Executive's commission
of an act in connection with Executive's employment constituting a criminal
offense involving moral turpitude, dishonesty, or breach of trust, (iii)
Executive has engaged in any conduct which would preclude Executive from
employment with the Company or any of its subsidiary banks or corporations,
or the Executive is disqualified or precluded from being employed by or
providing any services to the Company or any of its subsidiary banks or
corporations by reason of any federal or state banking law or regulation or
any order or written request of any regulatory agency which has jurisdiction
over Company or any of its subsidiaries, or (iv) the Executive's material
breach of any provision of this Agreement. For purposes of this Section, no
act, or failure to act on the Executive's part shall be considered "willful"
unless done, or omitted to be done, without good faith and without
reasonable belief that the act or omission was in


                                   - 5 -

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<PAGE>

the best interest of the Company. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause unless and
until (i) Executive receives a Notice of Termination (as defined in Section
2.26) from the Company, (ii) Executive is given the opportunity, with
counsel, to be heard before the Board, and (iii) the Board finds, in its
good faith opinion, the Executive was guilty of the conduct set forth in the
Notice of Termination.

                2.24 GOOD REASON. After a Change In Control, the Executive
may terminate Executive's employment with the Company for "Good Reason,"
which shall mean termination based upon:

                          (i) Any action by the Company which results in a
                    material diminution in the duties or responsibilities
                    held by Executive as of the Change in Control Date,
                    excluding for this purpose any action not taken in bad
                    faith and which is remedied by the Company promptly
                    after receipt of notice thereof given by the Executive
                    and any actions which are a necessary incident of a
                    merger or consolidation (e.g., the elimination or
                    consolidation of a position) provided the Executive is
                    assigned duties and responsibilities of an executive
                    nature in lieu thereof;

                          (ii) The Company's reduction in the Annual Base
                    Salary at which the Executive was paid as of the Change
                    in Control Date;

                          (iii) (a) the failure by the Company to continue
                    in effect any benefit or compensation plan, stock
                    ownership plan, life insurance plan, health and accident
                    plan or disability plan to which the Executive was
                    entitled as of the Change in Control Date, (b) the
                    taking of any action by the Company which would
                    adversely affect the Executive's participation in, or
                    materially reduce the Executive's benefits under, any
                    such plan or benefit, or deprive the Executive of any
                    material fringe benefit enjoyed by the Executive as of
                    the Change in Control Date, or (c) the failure by the
                    Company to provide the Executive with the number of paid
                    vacation days which the Executive was entitled to
                    receive on an annual basis as of the Change in Control
                    Date.

                          (iv) the Company's requiring the Executive to be
                    regularly based at any office or location outside the
                    greater metropolitan St. Louis area;

                          (v) a material breach by the Company of any
                    provision of this Agreement;

                          (vi) any purported termination by the Company of
                    the Executive's employment otherwise than as expressly
                    permitted by this Agreement;

                          (vii) within a period ending at the close of
                    business on the date three (3) years after the Change in
                    Control Date, if the Company has failed to comply with
                    and satisfy Section 5.2 on or after the Change in
                    Control Date; or



                                   - 6 -

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<PAGE>

                          (viii) within a period ending at the close of
                    business on the date eighteen (18) months after the
                    Change in Control Date, the Executive, in the
                    Executive's sole and absolute discretion, determines
                    that Executive no longer wishes to be employed by the
                    Company and notifies the Company in writing that the
                    Executive is terminating Executive's employment with the
                    Company as of a date not less than twenty (20) days, and
                    not more than sixty (60) days (unless the Company
                    otherwise agrees to a later termination date), after the
                    date the notice is given.

For purposes of this Section any good faith determination of "Good Reason"
made by the Executive shall be conclusive.

                2.25 TERMINATION WITHOUT CAUSE AFTER A CHANGE IN CONTROL.
After a Change in Control, the Company shall continue to have the right to
terminate Executive's employment without Cause (in which case the provisions
of Section 3.2 apply) and for any or no reason, and nothing in this
Agreement shall be construed as limiting the Company's right to terminate
Executive's employment at any time without cause and for any or no reason.

                2.26 NOTICE OF TERMINATION. Any termination by the Company
for Cause or Disability, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party, given in
accordance with Section 6.1. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment
under the provision so indicated, and (iii) if the Date of Termination (as
defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than fifteen (15) days
after the giving of such notice, except as otherwise provided for in Section
2.24(viii)). The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive
or the Company hereunder or preclude the Executive or the Company from
asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

                2.27 DATE OF TERMINATION. "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the Date of Termination shall be the date of
receipt of the Notice of Termination or any later date specified therein, as
the case may be, (ii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death
of the Executive or the Disability Effective Date, as the case may be, or
(iii) if the Executive's employment is terminated by the Company other than
for Cause, death, or Disability, the Date of Termination shall be the date
of receipt of the Notice of Termination; provided that if within thirty (30)
days after any Notice of Termination is given, the party receiving such
Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on
which the dispute is finally determined, either by mutual written agreement
of the parties, or by a final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired and no
appeal having been perfected); (iv) if the Executive's employment is
terminated by


                                   - 7 -

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<PAGE>

the Executive prior to a Change in Control, the Date of Termination shall be
the date of receipt of the Notice of Termination.

SECTION 3:     CERTAIN BENEFITS UPON TERMINATION.

            3.1 TERMINATION OF EMPLOYMENT PRIOR TO A CHANGE IN CONTROL.

            If, prior to a Change in Control: (i) the Company shall
terminate the Executive's employment, or (ii) the Executive shall terminate
employment with the Company, then:

                3.1(a)  "Accrued Obligations": The Company shall pay to the
                        Executive the sum of (1) the Executive's Annual Base
                        Salary through the Date of Termination to the extent
                        not previously paid, (2) any compensation previously
                        deferred by the Executive (together with any accrued
                        interest or earnings thereon) and (3) any accrued
                        vacation pay; in each case to the extent not
                        previously paid.

                3.1(b)  "Other Benefits": To the extent not previously paid
                        or provided, the Company shall timely pay or provide
                        to the Executive and/or the Executive's family any
                        other amounts or benefits required to be paid or
                        provided for which the Executive and/or the
                        Executive's family is eligible to receive pursuant
                        to this Agreement and under any plan, program,
                        policy or practice or contract or agreement of the
                        Company as those provided generally to other peer
                        executives and their families during the ninety (90)
                        day period immediately preceding the Effective Date
                        or, if more favorable to the Executive, as those
                        provided generally after the Effective Date to other
                        peer executives of the Company and their families.

                3.1(c)  "Severance Amount": Company may, at its option,
                        waive the provisions of Section 4.1 hereof and it is
                        agreed that said waiver will not be unreasonably
                        withheld, in which event, Executive shall not be
                        entitled to any amount in addition to that described
                        in 3.1(a) and 3.1(b). If Employer elects not to
                        waive the provisions of Section 4.1, within thirty
                        (30) days after the Date of Termination and subject
                        to satisfaction of the provisions of Section 3.9 and
                        subject to the provisions of Section 3.5, Company
                        shall begin paying to Executive twelve (12) monthly
                        installments which together equal the Employee's
                        Annual Base Salary. Payments shall be made in
                        accordance with the payroll practice of Company but
                        no less frequently than once a month; as such amount
                        may be reduced pursuant to the provisions of Section
                        3.5. Executive's right to receive and retain the
                        Severance Amount under this Section 3.1(c) is
                        conditioned on Executive's compliance with Section
                        4.1.


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            3.2 BENEFITS UPON TERMINATION OF EMPLOYMENT AFTER A CHANGE IN
CONTROL WITHOUT CAUSE OR FOR GOOD REASON. If a Change in Control occurs
while Executive is employed by the Company, and within three (3) years after
a Change in Control: (i) the Company shall terminate the Executive's
employment without Cause, or (ii) the Executive shall terminate employment
with the Company for Good Reason, then upon satisfaction of the conditions
set forth in Section 3.9 below (with respect to the payments specified in
Section 3.2 (b)) the Executive shall be entitled to the benefits provided
below:

                3.2(a)  "Accrued Obligations": Within thirty (30) days after
                        the Date of Termination, the Company shall pay to
                        the Executive the sum of (1) the Executive's Annual
                        Base Salary through the Date of Termination to the
                        extent not previously paid, (2) any compensation
                        previously deferred by the Executive (together with
                        any accrued interest or earnings thereon) and (3)
                        any accrued vacation pay; in each case to the extent
                        not previously paid.

                3.2(b)  "Severance Amount": Within thirty (30) days after
                        the Date of Termination and satisfaction of the
                        provisions of Section 3.9, and subject to the
                        provisions of Section 3.5, Company shall pay to
                        Employee a lump sum cash amount or monthly
                        installments, as Employee chooses, equal to the
                        product of 2.0 times the Employee's Average Annual
                        Compensation. For purposes of this subparagraph,
                        Average Annual Compensation shall mean either: (i)
                        the average total annual compensation (salary and
                        incentive) payable during the preceding two years;
                        or (ii) in the event that the Employee shall have
                        been employed by the Company less than two years,
                        the annualized average total compensation (salary
                        and incentive) payable during the period in which
                        Employee has been employed by the Company. If
                        Employee chooses to receive this payment in a lump
                        sum, this amount shall be paid within 30 days after
                        the effective date of involuntary termination or
                        Diminution of Status. If Employee chooses to receive
                        this payment in a series of equal monthly
                        installments over a one and one-half year period,
                        payments shall be made in accordance with the
                        payroll practice of Company but no less frequently
                        than once a month; as such amount may be reduced
                        pursuant to the provisions of Section 3.5.

                3.2(c)  "Stock Options": To the extent not otherwise
                        provided for under the terms of the Company's stock
                        option plan or the Executive's stock option
                        agreements (if any), all such stock options shall
                        become fully exercisable as of the Date of
                        Termination and, except for "incentive stock
                        options" within the meaning of Code Section 422
                        granted prior to the date hereof, shall remain fully
                        exercisable for six months following the Date of
                        Termination.



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                3.2(d)  "Other Benefits": To the extent not previously paid
                        or provided, the Company shall timely pay or provide
                        to the Executive and/or the Executive's family any
                        other amounts or benefits required to be paid or
                        provided for which the Executive and/or the
                        Executive's family is eligible to receive pursuant
                        to this Agreement and under any plan, program,
                        policy or practice or contract or agreement of the
                        Company as those provided generally to other peer
                        executives and their families during the ninety (90)
                        day period immediately preceding the Effective Date
                        or, if more favorable to the Executive, as those
                        provided generally after the Effective Date to other
                        peer executives of the Company and their families;
                        to the extent permissible under the terms of the
                        applicable plan and applicable law.

            3.3 DEATH; DISABILITY. If the Executive's employment is
terminated by reason of the Executive's death during the Employment Period
(either prior or subsequent to a Change in Control), this Agreement shall
terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of Accrued
Obligations (as defined in Section 3.2(a)) (which shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash
within thirty (30) days of the Date of Termination); (ii) the timely payment
of any monthly installments remaining unpaid under Section 3.2(b) and (iii)
the timely payment or provision of Other Benefits (as defined in Section
3.1(b)), including death benefits pursuant to the terms of any plan, policy,
or arrangement of the Company.

            If the Executive's employment is terminated by reason of the
Executive's Disability during the Employment Period (either prior or
subsequent to a Change in Control), this Agreement shall terminate without
further obligations to the Executive, other than for (i) payment of Accrued
Obligations (as defined in Section 3.2(a)) (which shall be paid to the
Executive in a lump sum in cash within thirty (30) days of the Date of
Termination) and (ii) the timely payment or provision of Other Benefits (as
defined in Section 3.1(d)) including disability benefits pursuant to the
terms of any plan, policy or arrangement of the Company.

            3.4 TERMINATION FOR CAUSE; OTHER THAN GOOD REASON. If the
Executive's employment shall be terminated for Cause during the Employment
Period (either prior to or subsequent to a Change in Control), this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive the Executive's Accrued
Compensation (as defined in this Section). If the Executive terminates
employment with the Company during the Employment Period, (excluding a
termination for Good Reason), this Agreement shall terminate without further
obligations to the Executive, other than for the payment of Accrued
Compensation (as defined in this Section) and the timely payment or
provision of Other Benefits (as defined in Section 3.1(d)). In such case,
all Accrued Compensation shall be paid to the Executive in a lump sum in
cash within thirty (30) days of the Date of Termination.

            For the purpose of this Section, the term "Accrued Compensation"
means the sum of (i) the Executive's Annual Base Salary through the Date of
Termination to the extent not previously paid, (ii) any compensation
previously deferred by the Executive (together with any accrued interest




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or earnings thereon), and (iii) any accrued vacation pay in each case to the
extent not previously paid.

            3.5 "EXCESS PARACHUTE PAYMENT": Anything in this Agreement to
the contrary notwithstanding, in the event that an independent accountant
shall determine that any payment or distribution by the Company to or for
the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise) (a
"Payment") would be nondeductible by the Company for Federal income tax
purposes because of Code Section 280G or would constitute an "excess
parachute payment" (as defined in Code Section 280G), then the aggregate
present value of amounts payable or distributable to or for the benefit of
Executive pursuant to this Agreement (such payments or distributions
pursuant to this Agreement are hereinafter referred to as "Agreement
Payments") shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this paragraph, the "Reduced Amount" shall be an amount
expressed in present value which maximizes the aggregate present value of
Agreement Payments without causing any Payment to be nondeductible by the
Company because of Code Section 280G or without causing any portion of the
Payment to be subject to the excise tax imposed by Code Section 4999.

            If the independent accountant determines that any Payment would
be nondeductible by the Company because of Code Section 280G or that any
portion of the Payment will be subject to the excise tax imposed by Code
Section 4999, the Company shall promptly give Executive notice to that
effect and a copy of the detailed calculation thereof and of the Reduced
Amount. The Executive may then elect, in Executive's sole discretion, which
and how much of the Agreement Payments shall be eliminated or reduced (as
long as after such election the aggregate present value of the Agreement
Payments equals the Reduced Amount), and shall advise the Company in writing
of Executive's election within ten (10) days of Executive's receipt of such
notice. If no such election is made by Executive within such ten-day period,
the Company may elect which and how much of the Agreement Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Agreement Payments equals the Reduced Amount) and shall notify
the Executive promptly of such election. For purposes of this paragraph,
present value shall be determined in accordance with Code Section
280G(d)(4). All determinations made by the independent accountant under this
Section shall be binding upon the Company and the Executive and shall be
made within sixty (60) days of a termination of employment of the Executive.
As promptly as practicable following such determination and the elections
hereunder, the Company shall pay to or distribute to or for the benefit of
the Executive such amounts as are then due to the Executive under this
Agreement and shall promptly pay to or distribute for the benefit of the
Executive in the future such amounts as become due to the Executive under
this Agreement.

            As a result of the uncertainty in the application of Code
Sections 280G and 4999 at the time of the initial determination by the
independent accountant hereunder, it is possible that Agreement Payments
will be made by the Company which should not have been made ("Overpayment")
or that additional Agreement Payments which have not been made by the
Company should have been made ("Underpayment"), in each case, consistent
with the calculation of the Reduced Amount hereunder. In the event that the
independent accountant, based upon the assertion of a deficiency by the
Internal Revenue Service against the Company or the Executive



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which the independent accountant believes has a high probability of success,
determines that an Overpayment has been made, any such Overpayment shall be
treated for all purposes as a loan to the Executive which the Executive
shall repay to the Company together with interest at the applicable Federal
rate provided for in Code Section 7872(f)(2); provided, however, that no
amount shall be payable by the Executive to the Company if and to the extent
such payment would not reduce the amount which is subject to taxation under
Code Section 4999 or if the period of limitations for assessment of tax
under Code Section 4999 against the Executive shall have expired. In the
event that the independent accountant, based upon controlling precedent,
determines that an Underpayment has occurred, any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive together
with interest at the applicable Federal rate provided for in Code Section
7872(f)(2)(A).

            3.6 NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's entitlement to accrued benefits under any
plan, program, policy or practice provided by the Company and for which the
Executive may qualify. Amounts which are vested benefits of which the
Executive is otherwise entitled to receive under any plan, policy, practice
or program of, or any contract or agreement with, the Company at or
subsequent to the Date of Termination, shall be payable in accordance with
such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Agreement.

            3.7 FULL SETTLEMENT. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may
have against the Executive or others. In no event shall the Executive be
obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and such amounts shall not be reduced whether
or not the Executive obtains other employment.

            3.8 RESOLUTION OF DISPUTES. If after a Change in Control there
shall be any dispute between the Company and the Executive (i) in the event
of any termination of the Executive's employment by the Company, whether
such termination was for Cause, or (ii) in the event of any termination of
employment by the Executive, whether Good Reason existed, then, unless and
until there is a final, nonappealable judgment by a court of competent
jurisdiction declaring that such termination was for Cause or that the
determination by the Executive of the existence of Good Reason was not made
in good faith, the Company shall pay all amounts, and provide all benefits,
to the Executive and/or the Executive's family or other beneficiaries, as
the case may be, that the Company would be required to pay or provide
pursuant to this Agreement as though such termination were by the Company
without Cause or by the Executive with Good Reason; provided, however, that
the Company shall not be required to pay any disputed amounts pursuant to
this Section except upon receipt of an undertaking by or on behalf of the
Executive to repay all such amounts to which the Executive is ultimately
adjudged by such court not to be entitled.

            3.9 CONDITIONS TO PAYMENTS. To be eligible to receive (and
continue to receive) and retain the payments and benefits described in
Section 3.2 (b), Executive must


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execute and deliver to the Company an agreement, in form and substance
satisfactory to the Company, effectively releasing and giving up all claims
Executive may have against the Company or any of its subsidiaries or
affiliates (and each of their respective employees, officers, plans or
agents) arising out of any facts or conduct occurring prior to that date.
The agreement will be prepared by the Company and provided to Executive at
the time Executive's employment is terminated or as soon as administratively
practicable thereafter. The agreement will require Executive to consult with
Company representatives, and voluntarily appear as a witness for trial or
deposition (and to prepare for any such testimony) in connection with, any
claim which may be asserted by or against the Company, or any business
matter concerning the Company or any of its transactions or operations.

SECTION 4:     NON-COMPETITION. The provisions of this Section 4 and any related
provisions survive termination of this Agreement and/or Executive's
employment with the Company.

            4.1 NON-COMPETE AGREEMENT.

                4.1(a)  It is agreed that during the period beginning on the
                        date the Executive's employment with the Company
                        terminates and ending one (1) year thereafter, the
                        Executive shall not, without prior written approval
                        of the Board and it is agreed that said waiver will
                        not be unreasonable withheld, become an officer,
                        employee, agent, partner, or director of any
                        business enterprise in substantial direct
                        competition (as defined in Section 4.1(b)) with the
                        Company; provided that, if the Executive is
                        terminated by the Company without Cause or if the
                        Executive terminates Executive's employment for Good
                        Reason, then Executive will not be subject to the
                        restrictions of this Section.

                4.1(b)  For purposes of Section 4.1, a business enterprise
                        with which the Executive becomes associated as an
                        officer, employee, agent, partner, or director shall
                        be considered in substantial direct competition, if
                        such entity competes with the Company in any
                        business in which the Company or any of its direct
                        or indirect subsidiaries is engaged and is within
                        the Company's market area (as defined herein) as of
                        the date the Executive's Company employment
                        terminates. The Company's market area is defined for
                        this purpose, as the greater metropolitan St. Louis
                        area, including without limitation the City of St.
                        Louis and the Counties of St. Louis, St. Charles,
                        and Jefferson, in Missouri and the Counties of
                        Madison and St. Clair in Illinois.

                4.1(c)  The above constraint shall not prevent the Executive
                        from making passive investments, not to exceed five
                        percent (5%), in any enterprise.

            4.2 CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies or direct or indirect subsidiaries, and their
respective


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businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company and which shall not be or become
public knowledge (other than by acts by the Executive or representatives of
the Executive in violation of this Agreement). After termination of the
Executive's employment with the Company, the Executive shall not, without
the prior written consent of the Company, or as may otherwise be required by
law or legal process, use, or communicate or divulge, any such information,
knowledge or data to anyone other than the Company and those designated by
it. In no event shall an asserted violation of the provisions of this
Section constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

SECTION 5:     SUCCESSORS.

            5.1 SUCCESSORS OF EXECUTIVE. This Agreement is personal to the
Executive and, without the prior written consent of the Company, the rights
(but not the obligations) shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive's legal
representatives.

            5.2 SUCCESSORS OF COMPANY. This Agreement is freely assignable
by the Company. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to terminate the Agreement at
Executive's option on or after the Change in Control Date for Good Reason.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets which assumes and
agrees to perform this Agreement by operation of law, or otherwise.

SECTION 6:     MISCELLANEOUS.

            6.1 NOTICE. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses as set forth below; provided that all notices to the
Company shall be directed to the attention of the Chairman of the Board, or
to such other address as one party may have furnished to the other in
writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.

                    Notice to Executive:
                    -------------------

                    Jeffrey S. Schatz
                    16714 Benton Taylor Dr.
                    Chesterfield, MO 63005


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                    Notice to Company:
                    -----------------

                    Allegiant Bancorp, Inc.
                    2122 Kratky Road
                    St. Louis, MO 63114
                    Attn: Chairman of the Board

            6.2 VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.

            6.3 WITHHOLDING. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation. If any
lawsuit is filed to declare this Agreement invalid in whole or in part, or
to enforce any party's rights or obligations under this Agreement, then the
party to this Agreement who prevails in such litigation with respect to any
such issue (other than by reason of a settlement) shall be entitled to
recover from the other party to this Agreement all court costs, litigation
expenses and reasonable attorney's fees incurred by that prevailing party in
defending against and/or prosecuting that issue (as the case may be).

            6.4 WAIVER. The Executive's or the Company's failure to insist
upon strict compliance with any provision hereof or any other provision of
this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of the
Executive to terminate employment for Good Reason pursuant to Section 2.24,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

            6.5 ENTIRE AGREEMENT; NO AMENDMENT. This Agreement contains the
entire agreement between the parties respecting the subject matter hereof
and supersedes all prior oral or written communications and agreements
between the parties relating to employment or payments in the event
employment terminates. Neither this Agreement, nor any of its terms, may be
changed, added to, amended, waived or varied except in a writing signed by
Executive and the Company.

            6.6 TERMINATION. This Agreement terminates on January 1, 200__
or the date Executive's employment with the Company terminates, whichever
first occurs. Termination does not affect accrued rights or obligations
(including but not limited to payment obligations under Section 3), or (if
applicable) the provisions of Section 4 or any related provisions.

            IN WITNESS WHEREOF, the Executive and, the Company, pursuant to
the authorization from its Board, have caused this Agreement to be executed
in its name on its behalf, all as of the day and year first above written.


Date:  5/1/00
      --------                          ---------------------------------
                                        Jeffrey S. Schatz


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                                         ALLEGIANT BANCORP, INC.


                                         By
                                           -------------------------------------
                                         Name:  Shaun R. Hayes
                                              ----------------------------------
Date:  5/1/00                            Title: President and CEO
      --------                                 ---------------------------------



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