Exhibit 10.3




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TABLE OF CONTENTS
 ARTICLE I DEFINITIONS
    
    
    1Section 1.01. Definitions
    
    
    1ARTICLE II DEBT SECURITIES
    
    
    9Section 2.01. Authentication and Dating
    
    
    9Section 2.02. Form of Trustees Certificate of Authentication
    
    
    9Section 2.03. Form and Denomination of Debt Securities
    
    
    9Section 2.04. Execution of Debt Securities
    
    
    10Section 2.05. Exchange and Registration of Transfer of Debt Securities
    
    
    10Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities
    
    
    13Section 2.07. Temporary Debt Securities
    
    
    14Section 2.08. Payment of Interest
    
    
    14Section 2.09. Cancellation of Debt Securities Paid, etc.
    
    
    16Section 2.10. Computation of Interest
    
    
    16Section 2.11. Extension of Interest Payment Period
    
    
    18Section 2.12. CUSIP Numbers
    
    
    18ARTICLE III PARTICULAR COVENANTS OF THE COMPANY
    
    
    19Section 3.01. Payment of Principal, Premium and Interest; Agreed Treatment
of the Debt Securities
    
    
    19Section 3.02. Offices for Notices and Payments, etc.
    
    
    19Section 3.03. Appointments to Fill Vacancies in Trustees Office
    
    
    20Section 3.04. Provision as to Paying Agent
    
    
    20Section 3.05. Certificate to Trustee
    
    
    21Section 3.06. Additional Interest
    
    
    21Section 3.07. Compliance with Consolidation Provisions
    
    
    22Section 3.08. Limitation on Dividends
    
    
    22Section 3.09. Covenants as to the Trust
    
    
    22ARTICLE IV LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
    
    
    23Section 4.01. Securityholders Lists
    
    
    23Section 4.02. Preservation and Disclosure of Lists
    
    
    23Section 4.03. Financial and Other Information
    
    
    24ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON AN EVENT OF DEFAULT
    
    
    25




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TABLE OF CONTENTS
 PageSection 5.01. Events of Default
    
    
    25Section 5.02. Payment of Debt Securities on Default; Suit Therefor
    
    
    27Section 5.03. Application of Moneys Collected by Trustee
    
    
    28Section 5.04. Proceedings by Securityholders
    
    
    28Section 5.05. Proceedings by Trustee
    
    
    29Section 5.06. Remedies Cumulative and Continuing
    
    
    29Section 5.07. Direction of Proceedings and Waiver of Defaults by Majority
of Securityholders
    
    
    29Section 5.08. Notice of Defaults
    
    
    30Section 5.09. Undertaking to Pay Costs
    
    
    30ARTICLE VI CONCERNING THE TRUSTEE
    
    
    31Section 6.01. Duties and Responsibilities of Trustee
    
    
    31Section 6.02. Reliance on Documents, Opinions, etc.
    
    
    32Section 6.03. No Responsibility for Recitals, etc.
    
    
    33Section 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents
or Registrar May Own Debt Securities
    
    
    33Section 6.05. Moneys to be Held in Trust
    
    
    33Section 6.06. Compensation and Expenses of Trustee
    
    
    34Section 6.07. Officers Certificate as Evidence
    
    
    35Section 6.08. Eligibility of Trustee
    
    
    35Section 6.09. Resignation or Removal of Trustee
    
    
    35Section 6.10. Acceptance by Successor Trustee
    
    
    37Section 6.11. Succession by Merger, etc.
    
    
    37Section 6.12. Authenticating Agents
    
    
    38ARTICLE VII CONCERNING THE SECURITYHOLDERS
    
    
    39Section 7.01. Action by Securityholders
    
    
    39Section 7.02. Proof of Execution by Securityholders
    
    
    40Section 7.03. Who Are Deemed Absolute Owners
    
    
    40Section 7.04. Debt Securities Owned by Company Deemed Not Outstanding
    
    
    40Section 7.05. Revocation of Consents; Future Holders Bound
    
    
    41




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TABLE OF CONTENTS
 Page
 ARTICLE VIII SECURITYHOLDERS MEETINGS
    
    
    41Section 8.01. Purposes of Meetings
    
    
    41Section 8.02. Call of Meetings by Trustee
    
    
    42Section 8.03. Call of Meetings by Company or Securityholders
    
    
    42Section 8.04. Qualifications for Voting
    
    
    42Section 8.05. Regulations
    
    
    42Section 8.06. Voting
    
    
    43Section 8.07. Quorum; Actions
    
    
    43ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    44Section 9.01. Supplemental Indentures without Consent of Securityholders
    
    
    44Section 9.02. Supplemental Indentures with Consent of Securityholders
    
    
    45Section 9.03. Effect of Supplemental Indentures
    
    
    46Section 9.04. Notation on Debt Securities
    
    
    47Section 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished to Trustee
    
    
    47ARTICLE X REDEMPTION OF SECURITIES
    
    
    47Section 10.01. Optional Redemption
    
    
    47Section 10.02. Special Event Redemption
    
    
    47Section 10.03. Notice of Redemption; Selection of Debt Securities
    
    
    48Section 10.04. Payment of Debt Securities Called for Redemption
    
    
    48ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
    
    
    .        49Section 11.01. Company May Consolidate, etc., on Certain Terms
    
    
    49Section 11.02. Successor Entity to be Substituted
    
    
    49Section 11.03. Opinion of Counsel to be Given to Trustee
    
    
    50ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE
    
    
    50Section 12.01. Discharge of Indenture
    
    
    50Section 12.02. Deposited Moneys to be Held in Trust by Trustee
    
    
    51Section 12.03. Paying Agent to Repay Moneys Held
    
    
    51Section 12.04. Return of Unclaimed Moneys
    
    
    51




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TABLE OF CONTENTS
 PageARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS
    
    
    51Section 13.01. Indenture and Debt Securities Solely Corporate Obligations
    
    
    51ARTICLE XIV MISCELLANEOUS PROVISIONS
    
    
    52Section 14.01. Successors
    
    
    52Section 14.02. Official Acts by Successor Entity
    
    
    52Section 14.03. Surrender of Company Powers
    
    
    52Section 14.04. Addresses for Notices, etc.
    
    
    52Section 14.05. Governing Law
    
    
    53Section 14.06. Evidence of Compliance with Conditions Precedent
    
    
    53Section 14.07. Business Day Convention
    
    
    53Section 14.08. Table of Contents, Headings, etc.
    
    
    54Section 14.09. Execution in Counterparts
    
    
    54Section 14.10. Separability
    
    
    54Section 14.11. Assignment
    
    
    54Section 14.12. Acknowledgment of Rights
    
    
    54ARTICLE XV SUBORDINATION OF DEBT SECURITIES
    
    
    55Section 15.01. Agreement to Subordinate
    
    
    55Section 15.02. Default on Senior Indebtedness
    
    
    55Section 15.03. Liquidation; Dissolution; Bankruptcy
    
    
    56Section 15.04. Subrogation
    
    
    57Section 15.05. Trustee to Effectuate Subordination
    
    
    58Section 15.06. Notice by the Company
    
    
    58Section 15.07. Rights of the Trustee; Holders of Senior Indebtedness
    
    
    59Section 15.08. Subordination May Not Be Impaired
    
    
    59EXHIBIT A            FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED
DEBT SECURITY DUE 2036
    
    
    A-lEXHIBIT B            FORM OF CERTIFICATE OF OFFICER OF THE COMPANY
    
    
    B-l




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Definitions




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pari passu provided however
  provided however
   pari passu provided however
 2




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3




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provided
 4




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5




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pari passu
    6




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Special Event Redemption DuringPeriod Beginning On
    
    Percentage of Principal AmountJuly 13, 2006
    
    102.20September 23, 2007
    
    101.76September 23, 2008
    
    101.32September 23, 2009
    
    100.88September 23, 2010
    
    100.44September 23, 2011
    
    100.00
     7




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8




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Authentication and Dating
    Form of Trustees Certificate of Authentication
    ByAuthorized Officer
 Form and Denomination of Debt Securities
  9




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Execution of Debt Securities
    Exchange and Registration of Transfer of Debt Securities
   10




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11




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12




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Mutilated, Destroyed, Lost or Stolen Debt Securities
   13




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Temporary Debt Securities
  Payment of Interest
  14




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15




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Cancellation of Debt Securities Paid, etc.
  Computation of Interest
 provided however
  provided
 16




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17




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Extension of Interest Payment Period
 provided however provided further however provided
 CUSIP Numbers
 provided
 18




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Payment of Principal, Premium and Interest; Agreed Treatment of the Debt
Securities
    pari passu
 Offices for Notices and Payments, etc.
  19




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provided however
 Appointments to Fill Vacancies in Trustees Office
  Provision as to Paying Agent
      20




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Certificate to Trustee
  Additional Interest
 provided however
 21




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Compliance with Consolidation Provisions
  Limitation on Dividends
 pari passu pari passu pari passu
 Covenants as to the Trust
 provided however
 22




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Securityholders Lists
     Preservation and Disclosure of Lists
    23




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Financial and Other Information
  24




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Events of Default
       25




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26




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Payment of Debt Securities on Default; Suit Therefor
   27




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Application of Moneys Collected by Trustee
      Proceedings by Securityholders
  28




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provided
  Proceedings by Trustee
  Remedies Cumulative and Continuing
  Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders
  29




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provided however provided however provided further
 Notice of Defaults
 provided
 Undertaking to Pay Costs
  30




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Duties and Responsibilities of Trustee
      31




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Reliance on Documents, Opinions, etc
      32




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provided however
  No Responsibility for Recitals, etc
  Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debt Securities
  Moneys to be Held in Trust
  33




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Compensation and Expenses of Trustee
     34




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Officers Certificate as Evidence
  Eligibility of Trustee
     Resignation or Removal of Trustee
  35




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36




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Acceptance by Successor Trustee
      Succession by Merger, etc
 37




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provided
 provided however
 Authenticating Agents
 provided
  38




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Action by Securityholders
   39




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provided however
 Proof of Execution by Securityholders
   Who Are Deemed Absolute Owners
  Debt Securities Owned by Company Deemed Not Outstanding
 provided
 40




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Revocation of Consents; Future Holders Bound
    Purposes of Meetings
     41




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Call of Meetings by Trustee
  Call of Meetings by Company or Securityholders
  Qualifications for Voting
  Regulations
   42




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provided however
 Voting
   Quorum; Actions
 provided however
 43




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provided however
    Supplemental Indentures without Consent of Securityholders
   provided
 44




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however
 provided
 provided
      Supplemental Indentures with Consent of Securityholders
 45




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provided however provided further provided further
    Effect of Supplemental Indentures
 46




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Notation on Debt Securities
  Evidence of Compliance of Supplemental Indenture to be Furnished
to Trustee
    Optional Redemption
  Special Event Redemption
  47




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Notice of Redemption; Selection of Debt Securities
     Payment of Debt Securities Called for Redemption
  48




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Company May Consolidate, etc., on Certain Terms
 provided however
 Successor Entity to be Substituted
  49




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Opinion of Counsel to be Given to Trustee
    Discharge of Indenture
  50




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Deposited Moneys to be Held in Trust by Trustee
  Paying Agent to Repay Moneys Held
  Return of Unclaimed Moneys
    Indenture and Debt Securities Solely Corporate Obligations
  51




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Successors
  Official Acts by Successor Entity
  Surrender of Company Powers
  Addresses for Notices, etc
  
 52




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Governing Law
  Evidence of Compliance with Conditions Precedent
   Business Day Convention
  53




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Table of Contents, Headings, etc
  Execution in Counterparts
  Separability
  Assignment
 provided
 Acknowledgment of Rights
  54




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Agreement to Subordinate
    Default on Senior Indebtedness
   55




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Liquidation; Dissolution; Bankruptcy
   provided
 56




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Subrogation
    57




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Trustee to Effectuate Subordination
  Notice by the Company
 provided however
  58




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Rights of the Trustee; Holders of Senior Indebtedness.
    Subordination May Not Be Impaired
    59




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MERCANTILE BANCORP, INC.By
    /s/ Ted T. AwerkampName:  
Title:
    Ted T. Awerkamp

Vice President and Secretary WILMINGTON TRUST COMPANY,
 as TrusteeBy
    /s/ Geoffrey J. LewisName:
    Geoffrey J. LewisTitle:
    Financial Services Officer




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EXHIBIT A
 FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY
DUE 2036
 FORM OF FACE OF SECURITY
    A-1-1




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A-1-2




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MERCANTILE BANCORP, INC.
  A-1-3




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provided however
 provided however provided further however, pari passu pari passu pari passu
 A-1-4




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provided
      A-1-5




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FORM OF REVERSE OF SECURITY
   pro rata
   Special Event Redemption DuringPeriod Beginning On
    
    Percentage of Principal AmountJuly 13, 2006
    
    102.20September 23, 2007
    
    101.76September 23, 2008
    
    101.32September 23, 2009
    
    100.88September 23, 2010
    
    100.44September 23, 2011
    
    100.00
 A-1-6




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provided however
   A-1-7




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A-1-8




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EXHIBIT B
 
 specify each such default and the nature thereof
  
 Name:Title: B-1-1