Edgar Filing: ALLEGIANT BANCORP INC/MO/

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE YEAR ENDED DECEMBER 31, 2001 COMMISSION FILE NO. 0-26350

ALLEGIANT BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MISSOURI 43-1262037
(State of Incorporation) (IRS Employer
Identification Number)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-692-8200

Securities registered pursuant to Section 12(b) of the Act:
Trust Preferred Securities,
$10 liquidation value, issued by Allegiant Capital Trust I
Name of exchange on which registered: American Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:
Trust Preferred Securities,
$25 liquidation value, issued by Allegiant Capital Trust II; and
Common Stock, $0.01 par value

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / X /

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 8, 2001:
Common Stock, $0.01 par value, $249,569,417

Number of shares outstanding of each of the registrant's classes of common
stock, as of March 8, 2001:
Common Stock, $0.01 par value, 15,501,206 shares outstanding

DOCUMENTS INCORPORATED BY REFERENCE

As provided herein, portions of the documents below are
incorporated by reference:

DOCUMENT PART--FORM 10-K
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2001 Annual Report of the Registrant Parts I, II and IV
to its Shareholders

Registrant's Proxy Statement for its Part III
2002 Annual Meeting of Shareholders

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The terms "Allegiant," "company," "we," "our" and "corporation" as
used in this report refer to Allegiant Bancorp, Inc. and its subsidiaries as
a consolidated entity, except where it is made clear that it means only
Allegiant. Also, sometimes we refer to our bank subsidiaries as the "banks."

PART I

ITEM 1. BUSINESS

GENERAL

We are a bank holding company headquartered in St. Louis, Missouri.
Our bank subsidiaries, Allegiant Bank, Bank of Ste. Genevieve, Bank of
St. Charles County and State Bank of Jefferson County offer full-service
banking, wealth management and personal trust services to individuals,
commercial businesses and municipalities through our 39 full-service banking
locations in the St. Louis, Missouri metropolitan area. Our services include
commercial, real estate and installment loans, checking, savings and time
deposit accounts, personal trust and other fiduciary services and other
financial services such as securities brokerage, insurance and safe deposit
boxes. As of December 31, 2001, we reported, on a consolidated basis, total
assets of $2.2 billion, loans of $1.4 billion, deposits of $1.7 billion and
shareholders' equity of $138.1 million.

Since our inception in 1989, we have been committed to building a
strong, customer-friendly community bank. As a community bank, we are able
to respond quickly to our customers through local decision-making and to
tailor products and services to meet their needs. We believe this
customer-friendly approach provides us with a competitive advantage over
many of the larger financial institutions in the St. Louis metropolitan
area. In addition, we believe that we have benefited from recent
acquisitions of locally headquartered financial institutions by larger
regional or national out-of-town financial institutions. Recent acquisitions
of financial institutions in our market area include: Bank America
Corporation's acquisition of Boatmen's Bancshares, Inc.; Union Planters
Corporation's acquisition of Magna Group, Inc.; and Firstar Corporation's
(now known as U.S. Bancorp) acquisition of Mercantile Bancorporation Inc.

We are the largest publicly owned bank holding company exclusively
serving St. Louis, which is the 18th largest metropolitan area in the United
States with a population of approximately 2.6 million. We are also the
largest bank holding company in the St. Louis area. We have grown rapidly
through a combination of internal growth and acquisitions of other financial
institutions. We believe that market coverage is necessary, and our goal is
to have a banking facility within a 20-minute drive from all principal
sectors of the St. Louis metropolitan area.

In 1989, we acquired Allegiant State Bank located in Northeastern
Missouri. We acquired Allegiant Bank in St. Louis, Missouri in 1990. In
January 1995, Allegiant State Bank was merged into Allegiant Bank. We
acquired Reliance Savings and Loan Association of St. Louis County in August
1997 and later merged it into Allegiant Bank. In September 1997, Allegiant
Bank acquired two branches in Union and Warrenton, Missouri from Roosevelt
Bank.

In November 2000, we acquired Equality Bancorp, Inc. Equality
Bancorp was the parent of Equality Savings Bank which was founded in 1884
and was the oldest thrift in the State of Missouri. At the time of closing,
Equality Bancorp had consolidated assets of approximately $300.4 million. In
connection with our acquisition of Equality Bancorp, we issued approximately
2.7 million shares of our common stock. Based upon the net book value of the
Equality Bancorp assets at closing, no goodwill was recorded.

On September 28, 2001, we acquired Southside Bancshares Corp.
Before the acquisition, Southside was a bank holding company with four
subsidiary banks in and around St. Louis, Missouri, which at closing
reported consolidated total assets of approximately $804.9 million. Under
the terms of the agreement, one-half of the Southside shares were
converted into the right to receive cash in the amount of $14 per share
and the other half into the right to receive 1.39 shares of Allegiant
stock per share. Under the terms of the agreement, we exchanged a total of
approximately 5.9 million shares of Allegiant common stock plus $59
million in cash for all of the outstanding common stock of Southside. The
issuance of Allegiant shares and cash to the former Southside shareholders
was completed on November 2, 2001. We financed the cash portion of the
purchase price through the issuance of trust preferred securities and bank
borrowings. We accounted for the acquisition under the purchase method and
recorded goodwill and a core deposit intangible of $33.6 million and $11.0
million, respectively. The core deposit intangible is being amortized over
an estimated useful life of 10 years and none of this amortization is
expected to be deductible for tax purposes. As a result of the Southside
acquisition, the number of Allegiant outstanding shares increased to
approximately 15.2 million at December 31, 2001.

On December 12, 2001, we acquired five St. Louis County branches
from Guardian Savings Bank ("Guardian") which is headquartered in Houston,
Texas. In addition to the branch facilities, we assumed $109.3 million in
related deposit liabilities. As a result of the Guardian branch
acquisition, we recorded $2.2 million of goodwill. In accordance with
current accounting standards, we will amortize this premium paid for
thrift branches over an estimated useful life of ten years. This
amortization is expected to be deductible for tax purposes. We believe the
acquisition of Southside and the Guardian branches helped us to create a
strategically, operationally and financially strong company that is
positioned for further growth and will be able to compete effectively and
offer personalized banking products and services in the St. Louis
community.

Since the beginning of 1998, we have focused primarily on improving
the profitability of our banking operations. As a result, we have reduced
the amount of one- to four-family mortgages that we hold in our loan
portfolio and increased the amount of higher yielding commercial loans. We
also have hired over 20 banking professionals each with more than 10 years
experience in the St. Louis metropolitan area to help us grow our commercial
loans and deposits. We have refined our market focus to concentrate
exclusively on opportunities in the higher growth St. Louis metropolitan
area and, accordingly, we sold three retail banking offices outside the
St. Louis metropolitan area in December 1998. We also have implemented
company-wide, cost-control efforts to enhance efficiencies throughout our
entire operation.

Our management team is comprised of experienced individuals who
average more than 15 years in the banking or financial services industries.
As of March 8, 2002, our directors and executive officers owned
approximately 24% of our outstanding common stock.

FINANCIAL SUMMARY OF THE COMPANY

A consolidated financial summary of our company and subsidiaries,
included on page 9 in our 2001 Annual Report to Shareholders, is
incorporated herein by reference.

SUBSIDIARIES

The table setting forth the names and states of incorporation or
organization, as the case may be, of our subsidiaries is included as Exhibit
21 hereto.

OPERATIONS

Our bank subsidiaries offer complete banking and trust services to
individuals, businesses and municipalities in the St. Louis metropolitan
area. Services include commercial, real estate and installment loans,
checking, savings and time deposit accounts, trust and other fiduciary
services, private banking and various other customer services such as
brokerage, insurance and safe deposit boxes.

COMPETITION

We operate in a competitive environment. In the St. Louis
metropolitan area, other commercial banks, savings and loan associations,
credit unions, finance companies, mutual funds, insurance companies,
brokerage and investment banking firms and other financial intermediaries
offer similar services. Many of these competitors have substantially greater
resources and lending limits and may offer certain services we do not
currently provide. In addition, some of our non-bank competitors are not
subject to the same extensive regulations that govern us, Allegiant Bank and
our other subsidiaries. Our profitability depends upon the ability of our
subsidiary banks to compete in our market area.

SUPERVISION AND REGULATION

Financial institutions and their holding companies are extensively
regulated under federal and state law. As a result, our growth and earnings
performance can be affected not only by management decisions and general
economic conditions, but also by the requirements of applicable state and
federal statutes and regulations and the policies of various government
regulatory authorities, including the Missouri Division of Finance, the
Federal Reserve Board, the Federal Deposit Insurance Corporation, the
Internal Revenue Service, state taxing authorities and the Securities and
Exchange Commission. We cannot predict with a high degree of certainty the
effect of applicable statutes, regulations and regulatory policies on us,
but believe that it could be significant.

Federal and state laws and regulations generally applicable to
financial institutions regulate, among other things, the scope of business,
investments, reserves against deposits, capital levels relative to
operations, the nature and amount of collateral for loans, the establishment
of branches, mergers, consolidations and dividends. The system of
supervision and regulation applicable to us establishes a comprehensive
framework for our operations and is intended primarily for the protection of
the FDIC's deposit insurance funds and the depositors of our subsidiary
banks rather than our shareholders.

This summary of the material elements of this regulatory framework
does not describe all applicable statutes, regulations and regulatory
policies, nor does it restate all of the requirements of the statutes,
regulations and regulatory policies that are described. You should review
the applicable statutes, regulations and regulatory policies. Any changes in
applicable law, regulations or regulatory policies may have a material
effect on our business.

Legislation recently enacted by Congress allows bank holding
companies to engage in a wider range of non-banking activities, including
additional securities and insurance activities. The expanded powers
generally would be available to a bank holding company only if the bank
holding company and its bank subsidiaries remain well-capitalized and
well-managed. At this time, we are unable to predict the full impact that
this legislation may have on us.

EMPLOYEES

As of December 31, 2001, we had approximately 560 full-time
equivalent employees. None of our employees are subject to a collective
bargaining agreement. We consider our relationship with our employees and
those of our subsidiary banks to be good.

STATISTICAL DISCLOSURES

The following statistical disclosures, except as noted, are
included in our 2001 Annual Report to Shareholders, and are incorporated
herein by reference.

ANNUAL REPORT
SCHEDULE REFERENCE
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I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:
INTEREST RATES AND INTEREST DIFFERENTIAL

A. Average Balance Sheets p. 13

B. Analysis of Net Interest Earnings p. 12

C. Taxable-Equivalent Rate-Volume Analysis p. 14

II. INVESTMENT PORTFOLIO

A. Book Value by Type of Security p. 16

B. Maturity Distribution p. 16

III. LOAN PORTFOLIO

A. Types of Loans p. 17

B. Maturities and Sensitivities of Loans p. 18

C. Risk Elements

1. Non-Accrual, Past Due and Restructured Loans p. 19

2. Potential Problem Loans p. 19

3. Foreign Outstandings n/a

IV. SUMMARY OF LOAN LOSS EXPERIENCE

A. Allowance for Loan Losses p. 20

B. Allocation of the Allowance for Loan Losses p. 20

V. DEPOSITS*

A. Average Balances and Rates Paid by Deposit Category p. 13

B. Maturity Distribution of Certain CDs and Time Deposits p. 22

VI. RETURN ON EQUITY AND ASSETS p. 11

VII. SHORT-TERM BORROWINGS p. 26

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* There were no interest-bearing deposits with foreign banks at December 31,
2001, 2000 or 1999.

ITEM 2. PROPERTIES

Our principal executive and administrative offices are located at
7801 Forsyth Blvd. in St. Louis, Missouri. Our operational offices are
located at 2122 Kratky Road in St. Louis, Missouri. As of December 31, 2001,
Allegiant Bank conducted its business and operations out of 39 locations in
the greater St. Louis Metropolitan area. Management believes that our
physical properties, of which 32 are owned and seven are leased, are in
satisfactory condition, adequately insured and suitable and adequate for
present operations.

ITEM 3. LEGAL PROCEEDINGS

Various claims and lawsuits, incidental to our ordinary course of
business, are pending against us, Allegiant Bank or our subsidiaries. In the
opinion of management, after consultation with legal counsel, resolution of
these matters is not expected to have a material effect on our consolidated
financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the shareholders during the
quarter ended December 31, 2001.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The following is a list, as of March 8, 2002, of the names and ages
of our executive officers and all positions and offices with us presently
held by the person named. There is no family relationship between any of the
named persons.

Shaun R. Hayes, 42, has served as a director and as our president
since 1989 and president and chief executive officer of Allegiant Bank since
May 1992. Mr. Hayes became our chief executive officer in January 1999.

Thomas A. Daiber, 44, has served as our senior vice president and
chief financial officer and as executive vice president and chief financial
officer of Allegiant Bank since May 1999. Mr. Daiber was elected to the
board of directors of Allegiant Bank in May 2000. Mr. Daiber has been
employed by us since March 1997 and served as our director of internal
auditing prior to being appointed to his current position. Prior to joining
us, Mr. Daiber served as an officer of Pioneer Bank and Trust Company or its
holding company, Forbes First Financial Corporation, for more than five
years.

Paul F. Glarner, 54, has served as our chief lending officer and as
executive vice president of Allegiant Bank since 1997 and has been a member
of the board of directors of Allegiant Bank since 1998. Prior to joining
Allegiant, Mr. Glarner served as an officer of Mercantile Bank, St. Louis,
Missouri, for more than five years.

Jeffrey S. Schatz, 44, has served as our chief of operations and
executive vice president of Allegiant Bank since January 2000 and also has
been a member of the board of directors of Allegiant Bank since May 2000.
Prior to joining Allegiant, Mr. Schatz served as an officer of Sky Financial
Group, Inc., Bowling Green, Ohio, for more than five years.

Arthur E. Weiss, 42, has served as our executive vice president of
Allegiant Bank since December 2000. Prior to joining Allegiant, Mr. Weiss
was President of the local accounting and consulting firm of Weiss, Yess &
Co. for more than five years.

The executive officers were appointed by and serve at the pleasure
of our board of directors.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

Information concerning our common stock, included on page 48 in our
2001 Annual Report to Shareholders, is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

"Selected Financial Data," included under the caption "Financial
Highlights" on page 9 in our 2001 Annual Report to Shareholders, is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

"Management's Discussion and Analysis of Financial Condition and
Results of Operations," included on pages 10 through 27 of our 2001 Annual
Report to Shareholders, is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

"Quantitative and Qualitative Disclosures About Market Risk,"
included under the caption "Balance Sheet Analysis - Interest Rate
Sensitivity" on pages 23, 24, and 25 of our 2001 Annual Report to
Shareholders, is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements, included in our
2001 Annual Report to Shareholders, are incorporated herein by reference.

ANNUAL REPORT
STATEMENT REFERENCE
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Report of Ernst & Young LLP, Independent Auditors p. 28

Consolidated Balance Sheets - December 31, 2001 and 2000 p. 29

Consolidated Statements of Income - Years Ended December 31,
2001, 2000 and 1999 p. 30

Consolidated Statements of Shareholders' Equity - Years
Ended December 31, 2001, 2000 and 1999 p. 31

Consolidated Statements of Cash Flows - Years Ended
December 31, 2001, 2000 and 1999 p. 32

Notes to Consolidated Financial Statements Pgs. 33-45

Selected Quarterly Financial Data (unaudited), included as Note 23 on
page 45 in our 2001 Annual Report to Shareholders, is incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

On September 28, 2001, we acquired Southside Bancshares Corp. For
tax reasons, the form of the transaction called for us to merge into
Southside. However, for all other aspects, the surviving company was
effectively Allegiant. On October 4, 2002, we filed a report on form 8-K to
report, pursuant to item 4 thereof, the dismissal of KPMG LLP as the
surviving company's independent auditors for the year ended December 31,
2001 and the appointment of Ernst & Young LLP to replace KPMG. Prior to the
merger with Southside, Ernst & Young LLP served as our independent auditors
for each of the fiscal years ended December 31, 1999 and 2000. There have
been no disagreements with Accountants on Accounting and Financial
Disclosure relative to the consolidated financial statements included in our
2001 Annual Report to Shareholders, which are incorporated herein by
reference.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors is contained under the captions
"Election of Directors" and "Voting Securities and Principal Holders
Thereof" in our Proxy Statement for the 2002 Annual Meeting of
Shareholders, and is incorporated herein by reference.

Information regarding our executive officers is contained in
Part I, Item 4a of this report.

Information regarding compliance with Section 16 of the Securities
Exchange Act of 1934, as amended, is under the caption "Section 16(a)
Beneficial Ownership Reporting Compliance" in our Proxy Statement for the
2002 Annual Meeting of Shareholders, and is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive compensation and director
compensation is under the captions "Compensation of Executive Officers" and
"Compensation of Directors," respectively in our Proxy Statement for the
2002 Annual Meeting of Shareholders, and is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding security ownership of certain beneficial
owners and management is under the caption "Voting Securities and Principal
Holders Thereof" in our Proxy Statement for the 2002 Annual Meeting of
Shareholders, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related
transactions is under the caption "Certain Relationships and Related
Transactions" in our Proxy Statement for the 2002 Annual Meeting of
Shareholders, and is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements: Incorporated herein by
reference, are listed in Item 8 hereof.

(2) Financial Statement Schedules: None.

(3) Exhibits: See Exhibit Index at pages 11 and 12 hereof.

(b) Reports on Form 8-K

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Company has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized as of the 19th day of March 2002.

ALLEGIANT BANCORP, INC.
(Registrant)

By /s/ Shaun R. Hayes
---------------------------------------
Shaun R. Hayes, President and
Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the following persons
on behalf of the Company and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- -----

/s/ Marvin S. Wool Chairman of the Board March 19, 2002
------------------------------------
Marvin S. Wool

/s/ Shaun R. Hayes President, Chief Executive Officer March 19, 2002
------------------------------------ and Director
Shaun R. Hayes

/s/ Thomas A. Daiber Senior Vice President and Chief March 19, 2002
------------------------------------ Financial Officer
Thomas A. Daiber

/s/ Robert L. Chambers Director March 19, 2002
------------------------------------
Robert L. Chambers

/s/ Leland B. Curtis Director March 19, 2002
------------------------------------
Leland B. Curtis

/s/ Kevin R. Farrell Director March 19, 2002
------------------------------------
Kevin R. Farrell

/s/ Richard C. Fellhauer Director March 19, 2002
------------------------------------
Richard C. Fellhauer

/s/ Leon A. Felman Director March 19, 2002
------------------------------------
Leon A. Felman

/s/ Douglas P. Helein Director March 19, 2002
------------------------------------
Douglas P. Helein

/s/ Michael Hogan Director March 19, 2002
------------------------------------
Michael Hogan

/s/ C. Virginia Kirkpatrick Director March 19, 2002
------------------------------------
C. Virginia Kirkpatrick

/s/ Thomas M. Teschner Director March 19, 2002
------------------------------------
Thomas M. Teschner

/s/ Robert Wallace Director March 19, 2002
------------------------------------
Robert Wallace

/s/ John L. Weiss Director March 19, 2002
------------------------------------
John L. Weiss

/s/ Lee S. Wielansky Director March 19, 2002
------------------------------------
Lee S. Wielansky

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
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3.1 Amended and restated Articles of Incorporation of the Company, filed as Annex E to
the Company's Registration Statement on Form S-4 (Reg. No.333-63212) is hereby
incorporated by reference.

3.2 Amended and restated By-laws of the Company, as currently in effect, filed as Annex F
to the Company's Registration Statement on Form S-4 (Reg. No. 333-63XXX) is hereby
incorporated by reference.

4.1 Form of Stock Certificate for Common Stock, filed as Exhibit 4.2 to the Company's
Registration Statement on Form 10-SB (Reg. No. 0-26350) is hereby incorporated
by reference.

4.2 Junior Subordinated Indenture, dated as of August 2, 1999, by and between the Company
and Bankers Trust Company, as Trustee, filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999, is hereby incorporated by
reference.

4.3 Form of Junior Subordinated Indenture, filed as Exhibit 4.4 to Amendment No. 1 to
Allegiant Bancorp's and Allegiant Capital Trust's Registration Statement on Form S-3
(Reg. Nos. 333-62684 and 333-62684-01), is hereby incorporated by reference.

4.4 Form of Junior Subordinated Debenture, filed as Exhibit 4.5 to Amendment No. 1 to
Allegiant Bancorp's and Allegiant Capital Trust's Registration Statement on Form S-3
(Reg. Nos. 333-62684 and 333-62684-01), is hereby incorporated by reference.

4.5 Certificate of Trust of Allegiant Capital Trust II, filed as Exhibit 4.6 to
Allegiant Bancorp's and Allegiant Capital Trust's Registration Statement on Form S-3
(Reg. Nos. 333-62684 and 333-62684-01), is hereby incorporated by reference.

4.6 Trust Agreement of Allegiant Capital Trust II, filed as Exhibit 4.7 to Allegiant Bancorp's
and Allegiant Capital Trust's Registration Statement on Form S-3 (Reg. Nos. 333-62684 and
333-62684-01), is hereby incorporated by reference.

10.1 Loan Agreement, dated September 28, 2001, by and between U.S. National Bank Association
and the Company, is filed herewith.

10.2 Pledge Agreement, dated September 28, 2001, by and between U.S. National Bank Association
and the Company is filed herewith.

10.3 Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as Exhibit 10.7 to Company's
Registration Statement on Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
reference.*

10.4 Allegiant Bancorp, Inc. 1996 Stock Option Plan, filed as Exhibit 4.4 to Company's Form S-8
(Reg. No. 0-26350) is hereby incorporated by reference.*

10.5 Allegiant Bancorp, Inc. Directors Stock Option Plan, filed as Exhibit 4.5 to Company's
Form S-8 (Reg. No. 0-26350) is hereby incorporated by reference.*

10.6 Allegiant Bancorp, Inc. 1989 Stock Option Plan, filed as Exhibit 4.6 to Company's Form S-8
(Reg. No. 0-26350) is hereby incorporated by reference.*

10.7 Executive Retention Agreement, dated May 24, 1999, by and between the Company and
Shaun R. Hayes filed as Exhibit 10.7 to the Company's annual report on Form 10-K
(Reg. No. 0-26350) for the year ended December 31, 2000 is hereby incorporated by reference.*

10.8 Underwriting Agreement, dated as of July 27, 1999, by and between the Company and Allegiant
Capital Trust I and EVEREN Securities, Inc. and Wheat First Securities, as representatives
of the several underwriters, filed as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999, is hereby incorporated by reference.

10.9 Form of Underwriting Agreement, filed as Exhibit 1 to Amendment No. 1 to Allegiant Bancorp's
and Allegiant Capital Trust's Registration Statement on Form S-3 (Reg. Nos. 333-62684 and
333-62684-01), is hereby incorporated by reference.

10.10 Guarantee Agreement, dated as of August 2, 1999, between the Company, as guarantor,
and Bankers Trust Company, as guarantee trustee, filed as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, is hereby incorporated
by reference.

10.11 Form of Guarantee Agreement, filed as Exhibit 4.10 to Amendment No. 1 to Allegiant Bancorp's
and Allegiant Capital Trust's Registration Statement on Form S-3 (Reg. Nos. 333-62684 and
333-62684-01), is hereby incorporated by reference.

10.12 Amended and Restated Trust Agreement, dated as of August 2, 1999, among the Company,
as depositor, Bankers Trust Company, as property trustee, and Shaun R. Hayes and
Thomas A. Daiber, as administrators, filed as Exhibit 10.3 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, is hereby incorporated by reference.

10.13 Form of Amended and Restated Trust Agreement, filed as Exhibit 4.8 to Amendment No. 1
to Allegiant Bancorp's and Allegiant Capital Trust's Registration Statement on Form S-3
(Reg. Nos. 333-62684 and 333-62684-01), is hereby incorporated by reference.

10.14 Agreement and Plan of Merger, dated as of July 26, 2000, by and among the Company, Allegiant
Acquisition Corporation and Equality Bancorp, Inc., filed as Exhibit 1.2 to the Company's
Current Report on Form 8-K, dated August 1, 2000, is incorporated herein by reference.

10.15 Agreement and Plan of Merger, dated April 30, 2001, by and between the Company and Southside
Bancshares Corp., filed as Exhibit 2 to the Company's Current Report on Form 8-K filed May
7, 2001, is hereby incorporated by reference.

10.16 Equality Bancorp, Inc. 1993 Stock Option and Incentive Plan, filed as Exhibit 99.1 to the
Company's Registration Statement on Form S-8 (Reg. No. 333-44758), is incorporated herein
by reference.*

10.17 Equality Bancorp, Inc. 1997 Stock Option and Incentive Plan, filed as Exhibit 99.2 to the
Company's Registration Statement on Form S-8 (Reg. No. 333-44758), is incorporated herein
by reference.*

13 Portions of the 2001 Annual Report of the Company to its Shareholders are filed herewith.

21 Subsidiaries of the Company are filed herewith.

23 Consent of Ernst & Young LLP is filed herewith.

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*Management contract or compensatory plan or arrangement.