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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-53198
 MERCHANTS & MARINE BANCORP, INC.
  Mississippi
    
    26-2498567(State or other jurisdiction
    
    (I.R.S. Employerof incorporation)
    
    Identification No.)3118 Pascagoula Street, Pascagoula, Mississippi
    
    39567(Address of principal executive offices)
    
    (Zip Code)
 228) 762-3311
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Exchange on which RegisteredNone
    
    None
 Securities registered to Section 12(g) of the Act:
 Yes o No þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
     Form
10-K,




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TABLE OF CONTENTS  PART IItem 1. BusinessItem IA. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. ReservedPART IIItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A(T). Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESINDEX TO EXHIBITSExhibit 13Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 PART I
 
 Item 1.
    
    Business.
         Financial and Statistical Information
 Annual Report to Shareholders 2009 Annual Report
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Regulation and Supervision
        Community Reinvestment Act
   3




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Dividends
  FDICIA
       4




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Risk-Based Capital Requirements
    
    
    the allowance for possible credit losses in an amount up to 1.25% of
risk-weighted assets;
 
    
    cumulative perpetual preferred stock with an original maturity of 20 years or
more and related surplus;
 
    
    hybrid capital instruments defined as instruments with characteristics of both
debt and equity, perpetual debt and mandatory convertible debt securities; and
 
    
    in an amount up to 50% of Tier I capital, eligible term subordinated debt and
intermediate-term preferred stock with an original maturity of five years or more,
including related surplus.
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Leverage Capital Requirements
    Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
  Federal Deposit Insurance Reform Act of 2005
  The Emergency Economic Stabilization Act (EESA) of 2008
  The PATRIOT Act of 2001
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Future Regulation
  Monetary Policy
   Competition
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Available Information
  
 Item IA.
    
    Risk Factors.
 Negative developments in the financial services industry and U.S. and global credit markets
may adversely impact the Companys operations and results
  The Companys loan portfolio includes a significant amount of real estate loans, including
construction and development loans, which loans have a greater credit risk than residential
mortgage loans.
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The Company is geographically concentrated in Jackson and George Counties, Mississippi and its
surrounding counties and changes in local economic conditions could impact its profitability.
  The Company could sustain losses if its asset quality declines.
  An inadequate allowance for loan losses would reduce the Companys earnings.
   Liquidity needs could adversely affect the Companys results of operations and financial
condition.
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##### Table of Contents



Competition from financial institutions and other financial service providers may adversely
affect the Companys profitability.
   The Companys key management personnel may leave at any time.
  The Company, as well as the Bank, operates in a highly regulated environment and is supervised
and examined by various federal and state regulatory agencies who may adversely affect the
Companys ability to conduct business.
  
    
    explicit standards as to capital and financial condition;
    
    limitations on the permissible types, amounts and extensions of credit and investments;
    
    restrictions on permissible non-banking activities; and
    
    restrictions on dividend payments.
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Legislative and regulatory initiatives that were enacted in response to the financial crisis
are beginning to wind down.
  National or state legislation or regulation may increase the Companys expenses and reduce
earnings.
  The Companys Common Stock is thinly traded, and recent prices may not reflect the prices at
which the stock would trade in an active trading market.
  An investment in the Companys Common Stock is not an insured deposit.
  
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
 Company Facilities
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Main Office
 Market Street Branch
 Gautier Branch
 Moss Point Branch
 Escatawpa Branch
 Bel-Air Branch
 Wade Branch
 Ocean Springs Branch
 Hurley Branch
 St. Martin Branch
 Lucedale Branch
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Other Real Estate
 
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Reserved.
 
 PART II
 
 Item 5.
    
    Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
  Stock Prices
 2009
    
    High
    
    
    Low1st Quarter
    
    $
    40.00
    
    
    $
    40.002nd Quarter
    
    
    42.00
    
    
    
    40.003rd Quarter
    
    
    41.00
    
    
    
    40.004th Quarter
    
    
    41.00
    
    
    
    40.00
 2008
    
    High
    
    
    Low1st Quarter
    
    $
    40.00
    
    
    $
    38.002nd Quarter
    
    
    40.00
    
    
    
    36.003rd Quarter
    
    
    40.00
    
    
    
    40.004th Quarter
    
    
    40.00
    
    
    
    38.00
  2009
    
    
    20081st Quarter
    
    $
    0.25
    
    
    $
    0.252nd Quarter
    
    
    0.30
    
    
    
    0.303rd Quarter
    
    
    0.25
    
    
    
    0.254th Quarter
    
    
    0.55
    
    
    
    0.55Total
    
    $
    1.35
    
    
    $
    1.35
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Item 6.
    
    Selected Financial Data.
  
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8.
    
    Financial Statements and Supplementary Data.
  
 Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A(T).
    
    Controls and Procedures.
  Changes in Internal Control Over Financial Reporting
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Managements Report On Internal Control Over Financial Reporting
     
 Item 9B.
    
    Other Information.
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
  Director Qualifications
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Item 11.
    
    Executive Compensation.
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
   
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14.
    
    Principal Accounting Fees and Services.
  
 PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules.
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SIGNATURES
  MERCHANTS & MARINE BANCORP, INC.March 26, 2010
    By:
    /s/ Royce CumbestRoyce CumbestChairman of the Board, President and
Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Royce Cumbest

Royce Cumbest
    
    Chairman of the Board,
President and 
Chief Executive
Officer 
(Principal Executive
Officer)
    
    March 26, 2010/s/ Frank J. Hammond, III

Frank J. Hammond, III
    
    Director
    
    March 26, 2010/s/ Lynda J. Gautier

Lynda J. Gautier
    
    Director
    
    March 26, 2010/s/ Paul H. Moore, Jr., M.D.

Paul H. Moore, Jr., M.D.
    
    Director
    
    March 26, 2010/s/ Scott B. Lemon

Scott B. Lemon
    
    Director
    
    March 26, 2010/s Gerald J. St. Pe

Gerald J. St. Pe
    
    Director
    
    March 26 2010/s/ Thomas B. Van Antwerp

Thomas B. Van Antwerp
    
    Director
    
    March 26, 2010/s/ John F. Grafe

John F. Grafe
    
    Director
    
    March 26, 2010/s/ Julius A. Willis, Jr., DMD

Julius A. Willis, Jr., DMD
    
    Director
    
    March 26, 2010/s/ Diann M. Payne

Diann M. Payne
    
    Director
    
    March 26, 2010/s/ Elise Bourgeois

Elise Bourgeois
    
    Cashier

Acting Principal Financial and
Accounting Officer
    
    March 26, 2010
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INDEX TO EXHIBITS
 2.1
    
    
    The Agreement and Plan of Share Exchange by and between Merchants & Marine Bancorp, Inc. and
Merchants & Marine Bank, dated February 2, 2008, is incorporated by reference from Exhibit 2.1
of the Companys Form 8-K 12g3 filed on April 29, 2008.2.2
    
    
    The Articles of Share Exchange by and between Merchants & Marine Bancorp, Inc. and Merchants
& Marine Bank, dated February 5, 2008, is incorporated by reference from Exhibit 2.2 of the
Companys Form 8-K 12g3 filed on April 29, 2008.3.1
    
    
    The Articles of Incorporation of the Company are incorporated by reference from Exhibit 3.1
of the Companys Form 8-K 12g3 filed on April 29, 2008.3.2
    
    
    The Bylaws of the Company are incorporated by reference from Exhibit 3.2 of the Companys
Form 8-K 12g3 filed on April 29, 2008.4
    
    
    Specimen Common Stock Certificate is incorporated by reference from Exhibit 4 of the
Companys Form 10-Kfiled on March 20, 2009.10
    
    
    Director Deferred Compensation Plan is incorporated by reference from Exhibit 10 of the
Companys Form 10-K filed on March 20, 2009.*13
    
    
    Selected portions of the Companys 2009 Annual Report for the year ended December 31, 2009.21
    
    
    Subsidiaries of Merchants & Marine Bancorp, Inc.31.1
    
    
    Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as created
by Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certificate of principal financial officer pursuant to 18 U.S.C. Section 1350, as created by
Section 906 of the Sarbanes-Oxley Act of 2002.*
    
    

Management
compensatory plan or arrangement.
  19