**EXHIBIT10.1****AMENDMENT TO LOAN AGREEMENT AND NOTE**     THIS AMENDMENT TO LOAN AGREEMENT AND NOTE (this “Amendment”) dated as of June 30,2006, by and between: **MERCANTILE BANCORP, INC.,**a Delaware corporation (“Borrower‘”); and**U.S. BANK NATIONAL ASSOCIATION,**formerly known as Firstar Bank, N.A., a national bankingassociation (“Lender”), the successor by merger to Mercantile Bank National Association(“MBNA”); has reference to the following facts and circumstances (the“Preambles”):     A. Borrower and MBNA executed the Second Amended and Restated Term Loan Agreement dated as of December 2, 1997 (as amended, the “Agreement”; all capitalized terms herein nototherwise defined shall have the same meanings as ascribed to them in the Agreement), under which Borrower executedthe Second Amended and Restated Tern Loan Promissory Note dated December 2, 1997, payable to the order ofMBNA, in the original principal amount of $8,150,000, as amended, restated and replaced by theRevolving Credit Note dated June 30, 2002, payable to the order of Lender in the principal amount of up to$10,000,000, as amended and restated by the Revolving Credit Note dated June 30, 2005, payable to the order of Lender inthe principal amount of up to $15,000,000 (as amended and restated, the “Note”).     B. The Agreement and Note are described in and secured by the Second Amended and RestatedGeneral Pledge and Security Agreement dated as of December 2, 1997, and covering the propertyas more particularly described therein (as amended, the “Pledge Agreement”).     C. Lender is the successor by merger to MBNA.     D. The Agreement, Note, and/or Pledge Agreement were previously amended as described in theAmendment to the Second Amended and Restated Term Loan Agreement and Second Amended andRestated Term Loan Promissory Note dated as of May 5, 1999, the Second Amendment to Second Amended andRestated Term Loan Agreement, Second Amended and Restated Term Loan Promissory Note and Second Amendedand Restated General Pledge and Security Agreement dated as of June 30, 1999, the Amendment toLoan Agreement and Note dated as of June 30, 2002, the Amendment to Loan Agreement dated as of June 30, 2003, theAmendment to Loan Agreement and Note dated as of June 30, 2004, and the Amendment to LoanAgreement and Note dated as of June 30, 2005.     E. Borrower and Guarantors desire to further amend the terms of the Agreement and the Note inthe manner set forth herein and Lender is willing to agree to said amendments on the terms andconditions set forth herein.     NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree asfollows:     **1.** **Preambles****.**The Preambles to this Amendment are true and correct, and, with thedefined terms set forth herein, are incorporated by this reference.     **2.** **Amendmentto Agreement.**The Agreement is amended as follows:     (a) The first sentence of Section 1 of the Agreement is deleted and replaced with thefollowing:     “The “Term” of this Agreement shall commence on the date hereof and shall endon August 31, 2007, or when Borrower’s Obligations shall be paid in full, unlessearlier terminated upon the occurrence of an Event of Default under this Agreement.”     (b) Thedefinition of “Revolving Credit Period” in Section 2of the Agreement is deleted and replaced with the following:
 

 
          “Revolving Credit Period shall mean the period commencing on June 30, 2006 and endingAugust 31, 2007, unless terminated earlier as set forth in this Agreement.”     (c) Section 3.02 of the Agreement is deleted and replaced with the following:     “3.02 Interest Rates, (a) Interest on each advance under the Note shall accrue at oneof the following annual rates selected by Borrower: (i) upon notice to Lender, One and 5/10 Percent(1.5%) below the Prime Rate announced by Lender from time to time, as and when such ratechanges (a “Prime Rate Advance”): or (ii) upon a minimum of two (2) New York Banking Daysprior notice, One and 3/10 Percent (1.3%) above the 1, 2, 3, or 6 month LIBOR rate quotedby Lender from Telerate Page 3750 or any successor thereto (which shall be the LIBOR rate in effecttwo New York Banking Days prior to commencement of the advance), adjusted for any reserverequirement and any subsequent costs arising from a change in government regulation (a “LIBORAdvance”). “New York Banking Day” means any day (other than a Saturday or Sunday) onwhich commercial banks are open for business in New York, New York. Interest shall be payablequarterly on the last day of each March, June, September, and December, and on the last day of theRevolving Credit Period, whether by reason of acceleration or otherwise.     (b) In the event Borrower does not timely select another interest rate option at leasttwo (2) New York Banking Days before the end of the Loan Period for a LIBOR Advance,Lender may at any time after the end of the Loan Period convert the LIBOR Advance to a PrimeRate Advance, but until such conversion, the funds advanced under the LIBOR Advance shallcontinue to accrue interest at the same rate as the interest rate in effect for such LIBORAdvance prior to the end of the Loan Period. “Loan Period” means the period commencing on theadvance date of the applicable LIBOR Advance and ending on the numerically corresponding day 1, 2, 3,or 6 months thereafter matching the interest rate term selected by Borrower; provided,however, (i) if any Loan Period would otherwise end on a day which is not a New York Banking Day, thenthe Loan Period shall end on the next succeeding New York Banking Day unless the next succeeding New York Banking Day falls in another calendar month, in which case the LoanPeriod shall end on the immediately preceding New York Banking Day; or (ii) if any Loan Period begins on the last New York Banking Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of the Loan Period), then the Loan Period shall end on the last New York Banking Day of the calendar month at the end ofsuch Loan Period.     (c) No LIBOR Advance may extend beyond the last day of the Revolving CreditPeriod. In any event, if the Loan Period for a LIBOR Advance should happen to extend beyondthe last day of the Revolving Credit Period, such LIBOR Advance must be prepaid on the lastday of the Revolving Credit Period. Lender’s internal records of applicable interest rates shallbe determinative in the absence of manifest error. Each LIBOR Advance shall be in a minimumprincipal amount of $100,000. The aggregate number of LIBOR Advances in effect at any onetime may not exceed           .     (d) If a LIBOR Advance is prepaid prior to the end of the Loan Period, as definedabove, for such loan, whether voluntarily or because prepayment is required due to the Notematuring or due to acceleration of the Note upon default or otherwise, Borrower agrees to payall of Lender’s costs, expenses and Interest Differential (as determined by Lender) incurred as aresult of such prepayment. “Interest Differential” shall mean that sum equal to thegreater of zero (0) or the financial loss incurred by Lender resulting from prepayment, calculated as thedifference between the amount of interest Lender would have earned (from like investments in
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the Money Markets as of the first day of the LIBOR Advance) had prepayment notoccurred and the interest Lender will actually earn (from like investments in theMoney Markets as of the date of prepayment) as a result of the redeployment of fundsfrom the prepayment. “Money Markets” refers to one or more wholesale fundingmarkets available to and selected by Lender, including negotiable certificates ofdeposit, commercial paper, eurodollar deposits, bank notes, federal funds, interestrate swaps or others. Because of the short-term nature of this facility, Borroweragrees that the Interest Differential shall not be discounted to its present value.Any prepayment of a LIBOR Advance shall be in an amount equal to the remainingentire principal balance of such LIBOR Advance.”     **3. Amendmentto Note.** The second paragraph on page 2 of the Note is deleted andreplaced with the following:     “Borrower further promises to pay to the order of Lender interest on the unpaidprincipal balance from time to time outstanding hereunder from the date hereof to maturityat the rates and on the dates described in Section 3.02 of the Loan Agreement. After thematurity of this Note, whether by reason of acceleration or otherwise, interest shallaccrue and be payable on demand on the entire outstanding principal balance hereunder at arate per annum equal to Two Percent (2%) above the otherwise applicable rate(s).All payments hereunder shall be applied first to the payment of all accrued and unpaidinterest, with the balance, if any, to be applied to the payment of principal. The amountof interest accruing hereunder shall be computed on an actual day, 360-day year basis.”     **4. ContinuingSecurity.** The Agreement and the Note, as hereby amended, are, and shallcontinue to be, guarantied and/or secured by the Pledge Agreement and any reference to the Agreementand the Note in the Pledge Agreement shall hereafter be deemed to include the Agreement and the Note as herebyamended.     **5. BindingObligations.** The Agreement, Note, and Pledge Agreement, are, and shallremain, the binding obligations of Borrower, and all of the provisions, terms, stipulations, conditions,covenants and powers contained therein shall stand and remain in full force and effect, except only as the same areherein and hereby expressly and specifically varied or amended, and the same are hereby ratified and confirmed,and Lender reserves unto itself all rights and privileges granted thereunder.     **6. Reaffirmation;Authority.** Borrower hereby reaffirms all representations,warranties, covenants and agreements recited in the Agreement, Note, Pledge Agreement, and the other TransactionDocuments, as of the date hereof, and the same are hereby adopted as representations, warranties, covenants andagreements of Borrower herein. Borrower further represents and warrants that it is not in default underany of its obligations under the Agreement, Note, Pledge Agreement, and the other Transaction Documents, and thatBorrower has the full power and authority to execute and deliver this Amendment, and that the execution anddelivery hereof has been duly authorized, and that all necessary and proper acts have been performed or taken.     **7. Expenses.** Borrower agrees to pay all expenses incurred by Lender in connectionwith thisAmendment, including, but not limited to, Lender’s legal fees. Said sums are payable on demandand are securedby the Pledge Agreement.     **8. Release.** Borrower hereby releases Lender and its successors, assigns, directors,officers, agents, employees, representatives and attorneys from any and all claims, demands, causes of action,liabilities or damages, whether now existing or hereafter arising or contingent or noncontingent, or actionsin law or equity of any type or matter, relating to or in connection with any statements, agreements, action orinaction on the part of Lender occurring at any time prior to the execution of this Amendment, with respect toBorrower, the Agreement, Note, Pledge Agreement and all other Transaction Documents.
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     **9. ApplicableLaw. This Amendment shall be governed by and construed in accordancewith the internal laws of the State of Missouri.     **10. ****Notice Required by Section 432.047 R.S. Mo.****ORAL AGREEMENTS ORCOMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCINGREPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARENOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THATIS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S))AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTSWE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THECOMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT ASWE MAY LATER AGREE IN WRITING TO MODIFY IT.**     **11. ****Closing Conditions.** Notwithstanding any provision contained in this Amendment tothe contrary, this Amendment shall not be effective unless and until Lender shall havereceived the following, all in form and substance acceptable to Lender: (a) this Amendment, duly executed by Borrower;  (b) the Borrowing Resolutions of Board of Directors, duly executed by the Secretary of Borrower;  (c) Certificates of Good Standing for Borrower, issued by the Secretary of State of the State ofDelaware and by the Secretary of State of the State of Illinois; and  (d) such other documents and information as Lender may reasonably require.          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and yearfirst above written.**(SIGNATURES ON FOLLOWING PAGE)**
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**SIGNATURE PAGE-****