Announcement

[Robert Hettinga <rah@shipwright.com>]

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Comments: Authenticated sender is <trotterf@[172.16.1.10]>
From: "Frank O. Trotter, III" <ftrotter@marktwain.com>
Organization: Mark Twain Bank
To: Robert Hettinga <rah@shipwright.com>
Date: Mon, 28 Oct 1996 08:55:14 -5
Subject: Announcement
Reply-to: ftrotter@marktwain.com
Priority: normal


Bob:

Here is an official announcement that can be found at

http://www.marktwain.com/prs1096c.html

We feel that there is much positive to come from this on the
electronic commerce front and will be filling you in more later.

FOR IMMEDIATE RELEASE:

MERCANTILE BANCORPORATION INC. TO MERGE WITH MARK
TWAIN BANK

ST. LOUIS, October 28, 1996...Mercantile Bancorporation Inc. (NYSE:
MTL), an $18.2 billion asset bank holding company, and Mark Twain
Bancshares, Inc. (NYSE: MTB), a $3.1 billion asset bank holding
company, both headquartered in St. Louis, jointly announced today that
they have signed a definitive merger agreement. The transaction will
be a tax-free exchange valued at approximately $855 million.

"This merger of Mark Twain with Mercantile brings together the
strengths of two high-performing organizations and solidifies
Mercantile's position as the largest locally managed, and
independently owned banking operation in St. Louis and the state of
Missouri," said Thomas H. Jacobsen, chairman and chief executive
officer of Mercantile Bancorporation Inc.

"It is a compelling transaction that will harness the middle market
lending and other specialty businesses of Mark Twain with the power
and breadth of Mercantile's operation," Jacobsen added. "Both
institutions are generating strong revenue growth, increasing market
share and earnings momentum. We're convinced that the synergies
between our two institutions will create a highly competitive banking
organization with long-term benefits for our customers, employees and
shareholders."

"This is great news for St. Louis and Kansas City at a time of rapid
change in the financial services industry. We are very pleased to
partner with Mercantile Bancorporation and form a merged banking
entity in which everyone benefits," said John P. Dubinsky, president
and chief executive officer of Mark Twain Bancshares, Inc.

"Customers of Mark Twain will benefit from the extensive array of
consumer products and services developed by Mercantile. Both
organizations have outstanding CRA records and together will continue
to provide civic leadership in the region," Dubinsky said.

Mark Twain Directors unanimously approved the transaction and have
indicated that they will vote their shares in favor of the merger.
Under the terms of the agreement, Mark Twain shareholders will receive
.9520 shares of Mercantile common stock for each share of Mark Twain
common stock. The merger is structured as a tax-free exchange and will
be accounted for as a pooling of interests. Based on Friday's closing
price for Mercantile common stock of $52.125, the transaction is
valued at $49.62 per share of Mark Twain common stock.

In addition, both Mercantile and Mark Twain will rescind all
previously announced share repurchase programs. Mercantile may
repurchase up to 700,000 shares in the open market from time to time
depending upon market conditions and other factors.

Mark Twain Bancshares, Inc., one of the highest performing banks in
the country, has 39 banking locations in the St. Louis, Kansas City
and Belleville, IL areas. Mark Twain's related financial services
companies include: Mark Twain Capital Markets Group; Mark Twain
Brokerage Service, Inc.; Mark Twain Commercial Finance Division; Mark
Twain International Division and Mark Twain Trust.

The merger strengthens Mercantile's presence in the three largest
Missouri markets, increasing market share in the Kansas City
Metropolitan area from fourth to third; and moving Mercantile to a
stronger second in market share in the St. Louis area. Mark Twain's
pending acquisition in Springfield, Missouri will further increase
Mercantile's market share by approximately 20% in the Springfield
area.

Upon completion of the merger, Alvin J. Siteman, chairman of Mark
Twain Bancshares, Inc., will become Chairman of Mercantile Bank of St.
Louis, and will join the Mercantile Bancorporation Inc. Board of
Directors. In addition, John P. Dubinsky, will become president and
chief executive officer of Mercantile Bank of St. Louis and a member
of Mercantile's management executive committee, reporting to Thomas H.
Jacobsen. Peter F. Benoist, executive vice president, banking
division, Mark Twain Bancshares, Inc., will join Mercantile Bank of
St. Louis as a key member of the management team. Joseph E. Hasten,
the current president of Mercantile Bank of St. Louis, will assume the
position of chairman and chief institutional banking officer of
Mercantile's Corporate Bank serving the specialized financial needs of
Mercantile's commercial customers throughout the Midwest, reporting to
W. Randolph Adams, senior executive vice president of Mercantile
Bancorporation Inc.

Plans call for the merger, which is subject to the approval of
Mercantile and Mark Twain shareholders and all appropriate regulatory
agencies, to be completed in the second quarter of 1997.

Mercantile Bancorporation Inc., an $18.2 billion multi-bank holding
company headquartered in St. Louis, operates banks in Missouri, Iowa,
Kansas, Illinois and Arkansas. The company has mergers pending with
Today's Bancorp, Inc., First Financial Corporation of America, and
Regional Bancshares, Inc. Mercantile's non-banking subsidiaries
include companies providing brokerage services, asset-based lending,
investment advisory services, leasing services and credit life
insurance.

Contact:
Keith Miller (314) 889-0799 millerk@marktwain.com



Frank O. Trotter, III
Senior Vice President
Director International Markets Division
Mark Twain Bank
*****************************************
mailto:ftrotter@marktwain.com
http://www.marktwain.com
Fax: +1 314 569-4906

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-----------------
Robert Hettinga (rah@shipwright.com)
e$, 44 Farquhar Street, Boston, MA 02131 USA
"The cost of anything is the foregone alternative" -- Walter Johnson
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