AutoCoded Document





EXECUTIVE
EMPLOYEE SALARY CONTINUATION AGREEMENT



FOR



DAN
S. DUGAN



Mercantile
Trust & Savings Bank
Quincy, Illinois



     THIS
AGREEMENT is made effective as of the 8th day of December, 1994, between
Mercantile Trust & Savings Bank, an Illinois corporation (the
“Company”) and Dan S. Dugan (the “Participant”).



     WHEREAS,
the Participant is an executive  employee of the Company and as such has materially
contributed  to the Company's position; and



     WHEREAS,
the Company wishes to establish this Agreement for purposes of promoting in the
Participant the strongest interest in the successful operation of the Company
and increased efficiency in his work and to provide the Participant benefits
upon retirement, death or other termination of employment, in consideration of
services to be performed after the date of this Agreement but prior to his
retirement.



     NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as follows:



     1. Definitions.



          A. Administrative Committee - “Administrative Committee” shall mean the
Retirement Committee appointed from time to time by the Board of Directors of the
Company.












          B. Age - “Age” shall mean the age of the person as of his last birthday.



          C. Change in Control - “Change in Control” shall mean the first to occur of
any of the following
events: (a) any person or entity (other than Mercantile Bancorp, Inc.) becomes,
subsequent to the date of this Agreement, the beneficial owner, directly or
indirectly, of 51% or more of the then issued and outstanding voting stock of
the Company (and, for the purposes hereof, a person will be considered to be a
beneficial owner of such stock if such person, directly or indirectly, through
any contract, arrangement, understanding, relationship, or otherwise has or
shares voting power, which includes the power to vote or to direct the voting of
such stock, or investment power, which includes the power to dispose or to
direct the disposition of such stock); (b) the Company merges or consolidates
with or reorganizes with or into any other corporation or corporations other
than its affiliates or engages in any other similar business combination or
reorganization; or (c) the Company sells, assigns or transfers all or
substantially all of its business and assets, in one or a series of related
transactions, except any such sales to affiliates.



          D.
Disability - “Disability” shall mean, if the Participant  is insured
under the Company long term disability policy, the definition of  total disability
contained in the long term disability insurance policy. If the  Participant is not
insured under such a policy, the Board shall, in its complete  and sole discretion,
determine whether the Participant is disabled for the  purposes of this Agreement.



          E.
Discharge for Cause - “Discharge for Cause” shall mean the  termination
of the Participant’s employment with the Company because of (a)  the 




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Participant’s
willful and continued failure to substantially perform  his duties (other than any such
failure resulting from his incapacity due to  physical or mental illness), after a demand
for substantial performance is  delivered to him by the Company which specifically
identifies the manner in  which the Company believes he has not substantially performed
his duties; (b)  any willful act of misconduct by the Participant which is materially
injurious  to the Company, monetarily or otherwise; (c) a criminal conviction of the
Participant for any act involving the business and affairs of the Company; (d) a
criminal conviction of the Participant for commission of a felony; or (e) the  removal of
the Participant by a regulatory agency. For purposes of this  definition, no act or
failure to act on the Participant’s part will be  considered “willful” unless
done or omitted by him not in good faith  and without reasonable belief that his act or
omission was in the best interest  of the Company.




          F. Early Retirement Date - “Early Retirement Date” shall mean the first day of
the month following the month in which the Participant reaches Age 60 years.



          G. Normal Retirement Date - “Normal Retirement Date” shall mean the first
day of the month following the month in which the Participant reaches Age 65 years.



          H. Termination of Employment - “Termination of Employment” shall mean the
Participant's ceasing to be employed by the Company for any reason whatsoever,
voluntary or involuntary, including by reason of death or Disability.



          I.
Vesting - For the purposes of this Agreement and the attached Salary  Continuation
Vesting Schedule, which is attached hereto and made a part hereof 




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as  Exhibit A,
the  Participant shall have zero vesting until he reaches Age 55  years at  which time he
shall  become fully 100% vested.



     2. Eligibility.



          The
Participant is eligible for the benefits provided herein in accordance with the  terms of
this Agreement upon the execution hereof.



          The
Participant shall cease to be the Participant at Termination of Employment.  However, the
employment of the Participant shall not be deemed to be terminated  by reason of an
approved leave of absence granted in accordance with uniform  rules applied in a
non-discriminatory manner.



     3. Payment of Benefits.



          3.1 Benefits Upon Normal Retirement.



          Upon
the Participant’s Termination of Employment on the Normal Retirement Date,  the
Company shall pay to the Participant, as compensation for services rendered  prior to
such date, the sum of One Hundred Seventy-one Thousand Five Hundred and  00/100 Dollars
($171,500.00) per year, payable in monthly installments of  Fourteen Thousand Two Hundred
Ninety-one and 66/100 Dollars ($14,291.66) each,  commencing on the first day of the
month coincident with or next following the  date of Termination of Employment and
continuing on the first day of each month  thereafter for the life of the Participant,
but in any event until a minimum of  one hundred eighty (180) total monthly payments are
made to the Participant or  the Participant’s beneficiary per Section 3.5(b). At the
sole discretion of  the Board of Directors, the initial benefit may be increased in
subsequent years  to offset the effect of inflation.





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          3.2 Benefits Upon Early Retirement.



          Upon
the Participant’s Termination of Employment on or after reaching the Early
Retirement Date but prior to the Normal Retirement Date, the Company shall pay  to the
Participant, as compensation for services rendered prior to such date,  monthly payments
equal to 1/12th of the “Immediate Annual Benefit” for  the Participant’s
Age at the time of Termination of Employment on or after  reaching the Early Retirement
Date as described in the attached Exhibit A. Such  payments shall commence on the first
day of the month coincident with or next  following the date of Termination of Employment
and shall continue on the first  day of each month thereafter for a period of fifteen
(15) years but in any event  until a minimum of one hundred eighty (180) total monthly
payments are made to  the Participant or to the Participant’s beneficiary per
Section 3.5(b).



          The
Participant may elect, on or before December 31 of the year prior to Termination  of
Employment, to defer commencement of payment of the early retirement benefit  to a date
not later than the Normal Retirement Date. Such election shall be in  writing and
submitted to the Company. If the Participant elects to defer payment  of the benefit
until his Normal Retirement Date, the Company shall pay to the  Participant the normal
retirement benefit described in Section 3.1 above. If the  Participant elects to defer
payment of the benefit to a date prior to the Normal  Retirement Date, the Company shall
pay to the Participant a benefit calculated  in accordance with the first sentence of
this Section 3.2, but using the date  selected by the Participant for the 



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commencement
of  his benefit as his  “Termination of Employment” date instead of his actual
termination  date.



          3.3 Benefits Upon Disability.



          Upon
the Participant’s Termination of Employment prior to the Normal Retirement  Date due
to Disability, no separate provision is made for a disability benefit  under this
Agreement. The Participant is entitled to a benefit only if he is  entitled to a benefit
under another provision of this Agreement.



          3.4 Other Terminations of Employment.



          a)
Voluntary Termination of Employment Prior to the Early Retirement Date or  Discharge
for Cause at any Time. Upon the Participant’s voluntary  Termination of
Employment prior to reaching the Early Retirement Date, for  reasons other than death, or
upon the Participant’s Discharge for Cause at  any time, the Company shall pay the
“Immediate Lump Sum Benefit”, if  any, for the Participant’s Age at the
time of voluntary Termination of  Employment prior to the Early Retirement Date or
Discharge for Cause at any time  pursuant to Exhibit A attached to this Agreement, and
the Participant shall have  no further right to receive any additional benefit hereunder.



          b)
Involuntary Termination of Employment Prior to the Early Retirement Date  Other Than
Because of Death or Discharge for Cause. Upon the  Participant’s involuntary
Termination of Employment prior to reaching the  Early Retirement Date, for reasons other
than death or Discharge for Cause, the  Company shall pay to the Participant as
compensation for services rendered prior  to such Termination of Employment, the vested
“Immediate Annual  Benefit”, if any, or the 




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vested  “Annual
Benefit at Age  65”, if  any, as defined in Exhibit A for the Age of  the
Participant at such  Termination  of Employment, payable in monthly installments,
commencing on the first day  of  the month coincident with or next following the date of
Termination of  Employment,  or Age 65 (if the “Annual Benefit at Age 65” was
elected)  and continuing on  the first day of each month thereafter for a period of
fifteen  (15) years, but in any  event until a minimum of one hundred eighty (180) total
monthly payments are made to the  Participant or the Participant’s  beneficiary per
Section 3.5(b). For purposes of  this subsection 3.4(b), the  Participant shall be deemed
to have incurred an Involuntary  Termination of  Employment covered by this subsection if
he quits employment as a result  of the  Company’s significantly lessening either
his title, duties,  responsibilities, base salary or altering his situs of employment,
without his  consent.  His base salary shall be deemed to be significantly lessened if
any  cutback is imposed  except as a part of an overall cutback applied  proportionately
to all of the Company’s  management employees or if the  Participant fails to
receive periodic increases  substantially proportionate to  and coincident with the
increases granted to management  employees.



          c)
Termination of Employment At or After A Change in Ownership of Control.  If the
Participant incurs a voluntary or involuntary Termination of Employment  prior to
reaching the Early Retirement Date, for reasons other than death,  Disability, or
Discharge for Cause, but on or after the occurrence of a Change  in Control, and in
connection with such change, the Participant’s title,  duties, responsibilities, or
base salary is significantly lessened or his situs  of employment is changed, without his




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consent,  the
Company shall pay to the  Participant, whether or not he is fully vested, an  amount
equal to the  “Year-end Accrual Balance” for the Age of the Participant  at
such  Termination of Employment as described on the attached Exhibit A. For purposes
hereof, the standards set forth in subparagraph (b) above with respect to what
constitutes a significant lessening of base salary shall apply.



          3.5 Survivorship Benefits.



          a)
Prior to Commencement of Normal or Early Retirement Benefits. If the  Participant
dies while in the service of the Company (whether or not he is fully  vested) or after a
Termination of Employment on or after the Early Retirement  Date, but prior to
commencement of any benefit payments under this Agreement,  the Company shall pay to the
Participant’s beneficiary a survivor’s  benefit of one hundred eighty (180)
equal monthly installments of Fourteen  Thousand Two Hundred Ninety-one and 66/100
Dollars ($14,291.66) commencing on  the first day of the month after the Participant’s
death and continuing on  the first day of each month thereafter until all such payments
are completed. In  the event a beneficiary dies before receiving all the survivor’s
benefit  payments, the remaining payments shall be paid to the legal representative of
the beneficiary’s estate. Payment of the survivor’s benefit shall  relieve the
Company of the obligation to pay any other benefit which the  Participant would have
otherwise received, under the terms of this Agreement.



          b)
After Commencement of Benefits. If the Participant dies after any benefit
payments have commenced, but prior to receiving all of the scheduled minimum  number of
monthly payments, the Company shall pay the remaining monthly payments




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to  the
Participant’s beneficiary. In the event a beneficiary dies before  receiving all
the remaining payments, the then-remaining payments shall be paid  to the legal
representative of the beneficiary’s estate.



          3.6 Recipients
of Payments: Designation of Beneficiary.



          All
payments to be made by the Company shall be made to the Participant, if living.  In the
event of the Participant’s death prior to the receipt of all benefit  payments, all
subsequent payments to be made under this Agreement shall be to  the beneficiary or
beneficiaries of the Participant. The Participant shall  designate a beneficiary by
filing a written notice of such designation with the  Company in such form as the Company
may prescribe. The Participant may revoke or  modify said designation at any time by a
further written designation. The  Participant’s beneficiary designation shall be
deemed automatically revoked  in the event of the death of the beneficiary or, if the
beneficiary is the  Participant’s spouse, in the event of dissolution of marriage.
If no  designation shall be in effect at the time any benefits payable under this
Agreement shall become due, the beneficiary shall be the spouse of the  Participant, or
if no spouse is then living, the legal representative of the  Participant’s estate.



     4. Administration and Interpretation of this Agreement.



          The
Administrative Committee shall administer and interpret this Agreement.  Interpretation
by the Administrative Committee shall be final and binding upon  the Participant. The
Administrative Committee may adopt rules and regulations  relating to this Agreement as
it may deem necessary or advisable for the  administration thereof.



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          5. Claims Procedure.



          If
the Participant or the Participant’s beneficiary (hereinafter referred to  as a
“Claimant”) is denied all or a portion of an expected benefit  under this Plan
for any reason, he or she may file a claim with the  Administrative Committee. The
Administrative Committee shall notify the Claimant  within sixty (60) days of allowance
or denial of the claim, unless the Claimant  receives written notice from the
Administrative Committee prior to the end of  the sixty (60) day period stating that
special circumstances require an  extension of the time for decision. The notice of the
Administrative  Committee’s decision shall be in writing, sent by mail to Claimant’s
last known address, and, if a denial of the claim, must contain the following
information:



	          	a) 	 the
specific reasons for the denial;







	          	b) 	specific
reference to pertinent provisions of the Plan on which the denial is based; and








	          	c) 	 if
applicable, a description of any additional information or material necessary  to perfect
the claim, an explanation of why such information or material is  necessary, and an
explanation of the claims review procedure.







     6. Review Procedure.



          a)
A Claimant is entitled to request a review of any denial of his or her claim by  the
Administrative Committee. The request for review must be submitted in  writing within
sixty (60) days of mailing of notice of the denial. Absent a  request for review within
the sixty (60) day period, the claim will be deemed to  be conclusively 



10











denied.  The
Claimant or his or her representative shall be  entitled to review all pertinent
documents, and to submit issues and comments  orally and in writing.



          b)
If the request for review by a Claimant concerns the interpretation and  application of
the provisions of the Agreement and the Company’s  obligations, then the review
shall be conducted by a separate committee  consisting of three (3) persons designated or
appointed by the Administrative  Committee. The separate committee shall afford the
Claimant a hearing and the  opportunity to review all pertinent documents and submit
issues and comments  orally and in writing and shall render a review decision in writing,
all within  sixty (60) days after receipt of a request for a review, provided that, in
special circumstances (such as the necessity of holding a hearing) the separate
committee may extend the time for decision by not more than sixty (60) days upon  written
notice to the Claimant. The Claimant shall receive written notice of the  separate
committee’s review decision, together with specific reasons for  the decision and
reference to the pertinent provisions of this Agreement.



     7. Life Insurance and Funding.



          The
Company in its discretion may apply for and procure as owner and for its own  benefit,
insurance on the life of the Participant, in such amounts and in such  forms as the
Company may choose. The Participant shall have no interest  whatsoever in any such policy
or policies, but at the request of the Company he  shall submit to medical examinations
and supply such information and execute  such documents as may be required by the
insurance company or companies to whom  the Company has applied for insurance.



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          The
rights of the Participant, or his beneficiary, or estate, to benefits under the  Plan
shall be solely those of an unsecured creditor of the Company. Any  insurance policy or
other assets acquired by or held by the Company in  connection with the liabilities
assumed by it pursuant to the Plan shall not be  deemed to be held under any trust for
the benefit of the Participant, his  beneficiary, or his estate, or to be security for
the performance of the  obligations of the Company but shall be, and remain, a general,
unpledged, and  unrestricted asset of the Company.



          If
this Agreement is funded through insurance on the life of the Participant, then  in the
event of the Participant’s death during the first two (2) years  after the effective
date of this Agreement, and if the Participant’s death  was a result of suicide or
if the Participant made any material misstatement or  failed to make a material
disclosure of information in any documentation which  the Participant is requested to
complete in connection with this Agreement, then  no death benefits under the terms of
this Agreement will be payable, unless and  to the extent that the Board of Directors of
Company, in their absolute  discretion, may otherwise determine.



     8. Assignment of Benefits.



          Neither
the Participant nor any other beneficiary under the Plan shall have any right to  assign
the right to receive any benefits hereunder, and in the event of any  attempted
assignment or transfer, the Company shall have no further liability  hereunder.



     9.
Employment Not Guaranteed by Agreement.



          Neither
this Agreement nor any action taken hereunder shall be construed as giving the
Participant the right to be retained as an employee of the Company for any  period.



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     10. Taxes.



          The
Company shall deduct from all payments made hereunder all applicable federal or  state
taxes required by law to be withheld from such payments.



     11. Amendment and Termination.



          The
Board of Directors of the Company may, at any time, amend or terminate this  Agreement,
provided that the Board may not reduce or modify any benefit in pay  status to the
Participant or beneficiary hereunder or any benefit that would  become payable hereunder
if the Participant were to have died or were to have  been involuntarily terminated on
the day prior to such action by the Board,  without the prior written consent of the
Participant.



          The
Company is entering into this Agreement upon the assumption that certain  existing tax
laws will continue in effect in substantially their current form.  In the event of any
changes in Federal law relating to and allowing the tax-free  accumulation of earnings
within a life insurance policy, the income tax-free  payment of proceeds from life
insurance policies or any other law which would  result in a material adverse impact upon
the Company’s ability to perform  its obligations under this Agreement, the Company
shall have an option to  terminate or modify this Agreement subject to the protection
afforded  Participant in the preceding paragraph above.



     12. Construction.



          This
Agreement shall be construed according to the laws of the State of Illinois.



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     13. Form of Communication.



          Any
election,  application,  claim, notice or other communication  required or permitted to
be made by the Participant  to the Company shall be made in writing and in such form as
the Company shall  prescribe. Such communication shall be effective upon mailing, if sent
by first  class mail, postage pre-paid, and addressed to the Company’s office at 440
Maine Street, Quincy, IL 62301.



     14. Captions.



          The
captions at the head of a section or a paragraph of this Agreement are designed  for
convenience of reference only and are not to be resorted to for the purpose  of
interpreting any provision of this Agreement.



     15. Severability.



          The
invalidity of any portion of this Agreement shall not invalidate the remainder  thereof,
and said remainder shall continue in full force and effect.



     16. Binding Effect.



          This
Agreement shall be binding upon and shall inure to the benefit of the Company  and the
Participant, and each of their successors, heirs, personal  representatives and permitted
assigns. No sale of substantially all of the  Company’s assets shall be made without
the buyer expressly assuming the  obligation of this Agreement. The Company further
agrees that it will not be a  party to any merger, consolidation or reorganization unless
and until its  obligations hereunder are expressly assumed by the successor or successors.







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     IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the date
first set forth above.



	 	Mercantile
Trust & Savings Bank
Quincy, Illinois
 
By /s/ Dan S. Dugan                    

      Its:
President
 
/s/ Dan S. Dugan                          
      Dan S. Dugan







15







Exhibit A



Salary
Continuation Vesting Schedule



Mercantile
Trust & Savings Bank 
Dan Dugan 
$171500 per year for 15 yrs. 
Rollover balance is $0  



Vesting
Schedule 1 



	

	Age	Plan
Year	Year-end
Accrual
Balance	Percentage
of Accrual
Vested	Immediate
Lump Sum
Benefit	Immediate
Annual
Benefit	Lump Sum
Benefit at
Age 65	Annual
Benefit at
Age 65
	

	 	54	 	 	1	 	 	88,416	 	 	0.00	%	 	0	 	 	0	 	 	0	 	 	0	 
	 	55	 	 	2	 	 	184,171	 	 	100.00	%	 	184,171	 	 	21,120	 	 	377,464	 	 	43,287	 
	 	56	 	 	3	 	 	287,873	 	 	100.00	%	 	287,873	 	 	33,013	 	 	544,788	 	 	62,475	 
	 	57	 	 	4	 	 	400,183	 	 	100.00	%	 	400,183	 	 	45,892	 	 	699,288	 	 	80,193	 
	 	58	 	 	5	 	 	521,814	 	 	100.00	%	 	521,814	 	 	59,841	 	 	841,948	 	 	96,553	 
	 	59	 	 	6	 	 	653,540	 	 	100.00	%	 	653,540	 	 	74,947	 	 	973,674	 	 	111,659	 
	 	60	 	 	7	 	 	796,200	 	 	100.00	%	 	796,200	 	 	91,307	 	 	1,095,306	 	 	125,608	 
	 	61	 	 	8	 	 	959,701	 	 	100.00	%	 	950,701	 	 	109,025	 	 	1,207,615	 	 	138,487	 
	 	62	 	 	9	 	 	1,118,025	 	 	100.00	%	 	1,118,025	 	 	128,213	 	 	1,311,318	 	 	150,380	 
	 	63	 	 	10	 	 	1,299,236	 	 	100.00	%	 	1,299,236	 	 	148,994	 	 	1,407,072	 	 	161,361	 
	 	64	 	 	11	 	 	1,495,488	 	 	100.00	%	 	1,495,488	 	 	171,500	 	 	1,495,488	 	 	171,500	 






	BCS	06-Apr-95	Page 1