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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, 2010
 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:
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  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
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PART IItem 1. Business
    
    
    1Item IA. Risk Factors
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    12Item 2. Properties
    
    
    12Item 3. Legal Proceedings
    
    
    14Item 4. Removed and Reserved
    
    
    14PART IIItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    14Item 6. Selected Financial Data
    
    
    14Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 8. Financial Statements and Supplementary Data
    
    
    15Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    15Item 9A. Controls and Procedures
    
    
    15Item 9B. Other Information
    
    
    16PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    16Item 11. Executive Compensation
    
    
    16Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    16Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    16Item 14. Principal Accountant Fees and Services
    
    
    16PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    17SIGNATURES
    
    
    18INDEX TO EXHIBITS
    
    
    19Exhibit 13Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I
 
 Item 1.
    
    Business.
         Financial and Statistical Information
 2010 Annual Report
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Regulation and Supervision
      The Dodd-Frank Wall Street Reform and Consumer Protection Act
  
    
    Change the assessment base for federal deposit insurance from the amount of insured
deposits to consolidated assets less tangible capital, eliminate the ceiling and increase
the size of the floor of the
Deposit Insurance Fund, and offset the impact of the increase in the minimum floor on
institutions with less than $10 billion in assets.
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
    
    Make permanent the $250,000 limit for federal deposit insurance, increase the cash limit
of Securities Investor Protection Corporation protection to $250,000 and provide unlimited
federal deposit insurance until December 31, 2012 for non-interest-bearing demand
transaction accounts at all insured depository institutions.
 
    
    Repeal the federal prohibition on payment of interest on demand deposits, thereby
permitting depositing institutions to pay interest on business transaction and other
accounts.
 
    
    Centralize responsibility for consumer financial protection by creating a new agency,
the Consumer Financial Protection Bureau, responsible for implementing federal consumer
protection laws, although banks below $10 billion in assets will continue to be examined
and supervised for compliance with these laws by their federal bank regulator.
 
    
    Restrict the preemption of state law by federal law and disallow national bank
subsidiaries from availing themselves of such preemption.
 
    
    Impose new requirements for mortgage lending, including new minimum underwriting
standards, prohibitions on certain yield-spread compensation to mortgage originators,
special consumer protections for mortgage loans that do not meet certain provision
qualifications, prohibitions and limitations on certain mortgage terms and various new
mandated disclosures to mortgage borrowers.
 
    
    Apply the same leverage and risk based capital requirements that apply to insured
depository institutions to holding companies.
 
    
    Permit national and state banks to establish de novo interstate branches at any location
where a bank based in that state could establish a branch, and require that bank holding
companies and banks be well-capitalized and well managed in order to acquire banks located
outside their home state.
 
    
    Impose new limits on affiliated transactions and cause derivative transactions to be
subject to lending limits.
 
    
    Implement corporate governance revisions, including with regard to executive
compensation and proxy access to shareholders that apply to all public companies not just
financial institutions.
   Community Reinvestment Act
  Dividends
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FDICIA
      Risk-Based Capital Requirements
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
    
    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.
   Leverage Capital Requirements
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Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
  Federal Deposit Insurance Reform Act of 2005
  Capital Adequacy under the Dodd-Frank Act
  The Emergency Economic Stabilization Act (EESA) of 2008
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The PATRIOT Act of 2001
   Future Regulation
  Monetary Policy
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Competition
    Available Information
  
 Item 1A.
    
    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 .
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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.
  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 has increased levels of other real estate, primarily as a result of foreclosures,
and it anticipates higher levels of expense related to other real estate owned.
  Environmental liability associated with commercial lending could result in losses.
  The Company could sustain losses if its asset quality declines.
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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.
  Competition from financial institutions and other financial service providers may adversely
affect the Companys profitability.
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The Companys key management personnel may leave at any time.
  The Company, as well as the Bank, operates in a highly regulated environment that is becoming
more so 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.
   National or state legislation or regulation may increase the Companys expenses and reduce
earnings.
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Implementation of the various provisions of the Dodd-Frank Act may increase our operating
costs or otherwise have a material affect on our business, financial condition or results of
operations.
   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
  Other Real Estate
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Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    Removed and Reserved.
 
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
  Stock Prices
 2010
    
    High
    
    
    Low1st Quarter
    
    $
    40.50
    
    
    $
    40.002nd Quarter
    
    
    40.00
    
    
    
    40.003rd Quarter
    
    
    40.00
    
    
    
    40.004th Quarter
    
    
    40.00
    
    
    
    40.00
 2009
    
    High
    
    
    Low1st Quarter
    
    $
    40.00
    
    
    $
    40.002nd Quarter
    
    
    42.00
    
    
    
    40.003rd Quarter
    
    
    41.00
    
    
    
    40.004th Quarter
    
    
    41.00
    
    
    
    40.00
  2010
    
    
    20091st Quarter
    
    $
    0.25
    
    
    $
    0.252nd Quarter
    
    
    0.30
    
    
    
    0.303rd Quarter
    
    
    0.25
    
    
    
    0.254th Quarter
    
    
    0.55
    
    
    
    0.55Total
    
    $
    1.35
    
    
    $
    1.35
  
 Item 6.
    
    Selected Financial Data.
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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.
    
    Controls and Procedures.
  Changes in Internal Control Over Financial Reporting
  Managements Report On Internal Control Over Financial Reporting
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Item 9B.
    
    Other Information.
  
 PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
  
 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 Accountant Fees and Services.
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PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules.
 (a)(1)
    
    Financial Statements. See Item 8.(a)(2)
    
    Financial Statement Schedules. Inapplicable.(a)(3)
    
    Exhibits. See Index to Exhibits.
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SIGNATURES
  MERCHANTS & MARINE BANCORP, INC.March 25, 2011
    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 25, 2011/s/ Frank J. Hammond, III

Frank J. Hammond, III
    
    Director
    
    March 25, 2011/s/ Lynda J. Gautier

Lynda J. Gautier
    
    Director
    
    March 25, 2011/s/ Paul H. Moore, Jr., M.D.

Paul H. Moore, Jr., M.D.
    
    Director
    
    March 25, 2011/s/ Scott B. Lemon

Scott B. Lemon
    
    Director
    
    March 25, 2011/s/ Gerald J. St. Pe

Gerald J. St. Pe
    
    Director
    
    March 25 2011/s/ Thomas B. Van Antwerp

Thomas B. Van Antwerp
    
    Director
    
    March 25, 2011/s/ John F. Grafe

John F. Grafe
    
    Director
    
    March 25, 2011/s/ Julius A. Willis, Jr., DMD

Julius A. Willis, Jr., DMD
    
    Director
    
    March 25, 2011/s/ Diann M. Payne

Diann M. Payne
    
    Director
    
    March 25, 2011/s/ Elise Bourgeois

Elise Bourgeois
    
    Senior Vice President and
Chief Financial Officer
    
    March 25, 2011
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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-K filed 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 2010 Annual Report for the year ended December 31, 2010.21
    
    
    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.
  19