EGTRRA

AMENDMENT TO THE 



MERCANTILE
BANCORP, INC. PROFIT SHARING PLAN & TRUST 



EXHIBIT 10.9 














Amendment to
Profit Sharing Plan and Trust 



ARTICLE I

PREAMBLE


	
  1.1

  	
   
	
  Adoption and
  effective date of amendment. This amendment of the
  plan is adopted to reflect certain provisions of the Economic Growth and Tax
  Relief Reconciliation Act of 2001 (“EGTRRA”). This amendment is intended as
  good faith compliance with the requirements of EGTRRA and is to be construed
  in accordance with EGTRRA and guidance issued thereunder. Except as otherwise
  provided, this amendment shall be effective as of the first day of the first
  plan year beginning after December 31, 2001.

	
   
	
   
	
   

	
  1.2
	
   
	
  Supersession
  of inconsistent provisions. This amendment shall
  supersede the provisions of the plan to the extent those provisions are
  inconsistent with the provisions of this amendment.




ARTICLE II

ADOPTION AGREEMENT ELECTIONS

	
   
	
   
	
  

  
	
   
	
   
	
   

	
   
	
   
	
  The questions in this Article II only need to be completed in order
  to override the default provisions set forth below. If all of the default
  provisions will apply, then these questions should be skipped.

	
   
	
   
	
   

	
   
	
   
	
  Unless the employer elects otherwise in this Article II, the
  following defaults apply:

	
   
	
   
	
  1)
	
  The vesting schedule for matching contributions will be a 6 year graded
  schedule (if the plan currently has a graded schedule that does not satisfy
  EGTRRA) or a 3 year cliff schedule (if the plan currently has a cliff
  schedule that does not satisfy EGTRRA), and such schedule will apply to all
  matching contributions (even those made prior to 2002).

	
   
	
   
	
  2)
	
  Rollovers are automatically excluded in determining whether the
  $5,000 threshold has been exceeded for automatic cash-outs (if the plan is
  not subject to the qualified joint and survivor annuity rules and provides
  for automatic cash-outs). This is applied to all participants regardless of
  when the distributable event occurred.

	
   
	
   
	
  3)
	
  The suspension period after a hardship distribution is made will be 6
  months and this will only apply to hardship distributions made after 2001.

	
   
	
   
	
  4)
	
  Catch-up contributions will be allowed.

	
   
	
   
	
  5)
	
  For target benefit plans, the increased compensation limit of
  $200,000 will be applied retroactively (i.e., to years prior to 2002).

	
   
	
   
	
   
	
   

	
   
	
   
	
  

  
	
   
	
   
	
   
	
   

	
  2.1
	
   
	
  Vesting Schedule for Matching Contributions

	
   
	
   
	
   

	
   
	
   
	
  If there are
  matching contributions subject to a vesting schedule that does not satisfy
  EGTRRA, then unless otherwise elected below, for participants who complete an
  hour of service in a plan year beginning after December 31, 2001, the
  following vesting schedule will apply to all matching contributions subject
  to a vesting schedule:

	
   
	
   
	
   

	
   
	
   
	
  If the plan
  has a graded vesting schedule (i.e., the vesting schedule includes a vested
  percentage that is more than 0% and less than 100%) the following will apply:





	
  Years of vesting service

  	
   
	
   
	
  Nonforfeitable percentage

  	
   

	
   
	
   
	
   
	
   
	
   

	
  2

  	
   
	
   
	
  20
	
  %
	
   

	
  3
	
   
	
   
	
  40
	
  %
	
   

	
  4
	
   
	
   
	
  60
	
  %
	
   

	
  5
	
   
	
   
	
  80
	
  %
	
   

	
  6
	
   
	
   
	
  100
	
  %
	
   





	
   
	
   
	
  If the plan
  does not have a graded vesting schedule, then matching contributions will be
  nonforfeitable upon the completion of 3 years of vesting service.

	
   
	
   
	
   

	
   
	
   
	
  In lieu of
  the above vesting schedule, the employer elects the following schedule:

	
   
	
   
	
  a.
	
  [   ]
	
  3 year cliff
  (a participant’s accrued benefit derived from employer matching contributions
  shall be nonforfeitable upon the participant’s completion of three years of
  vesting service).

	
   
	
   
	
  b.
	
  [   ]
	
  6 year
  graded schedule (20% after 2 years of vesting service and an additional 20%
  for each year thereafter).

	
   
	
   
	
  c.
	
  [   ]
	
  Other (must
  be at least as liberal as a. or the b. above):




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EGTRRA - Employer


	
  Years of vesting service

  	
   
	
   
	
  Nonforfeitable percentage

  	
   

	
   
	
   
	
   
	
   
	
   

	
  _____

  	
   
	
   
	
  _____
	
  %
	
   

	
  _____
	
   
	
   
	
  _____
	
  %
	
   

	
  _____
	
   
	
   
	
  _____
	
  %
	
   

	
  _____
	
   
	
   
	
  _____
	
  %
	
   

	
  _____
	
   
	
   
	
  _____
	
  %
	
   





	
   
	
   
	
  The vesting
  schedule set forth herein shall only apply to participants who complete an
  hour of service in a plan year beginning after December 31, 2001, and, unless
  the option below is elected, shall apply to all matching contributions
  subject to a vesting schedule.

	
   
	
   
	
  d.
	
  [   ]
	
  The vesting
  schedule will only apply to matching contributions made in plan years beginning
  after December 31, 2001 (the prior schedule will apply to matching
  contributions made in prior plan years).

	
   
	
   
	
   
	
   
	
   
	
   

	
  2.2
	
   
	
  Exclusion of Rollovers in Application of Involuntary Cash-out
  Provisions (for profit sharing and 401(k) plans only).
  If the plan is not subject to the qualified joint and survivor annuity rules
  and includes involuntary cash-out provisions, then unless one of the options
  below is elected, effective for distributions made after December 31, 2001,
  rollover contributions will be excluded in determining the value of the
  participant’s nonforfeitable account balance for purposes of the plan’s
  involuntary cash-out rules.

	
   
	
   
	
  a.
	
  [   ]
	
  Rollover
  contributions will not be excluded.

	
   
	
   
	
  b.
	
  [   ]
	
  Rollover
  contributions will be excluded only with respect to distributions made after
  _____. (Enter a date no earlier than December 31, 2001.)

	
   
	
   
	
  c.
	
  [   ]
	
  Rollover
  contributions will only be excluded with respect to participants who
  separated from service after _____. (Enter a date. The date may be earlier
  than December 31, 2001.)

	
   
	
   
	
   
	
   
	
   

	
  2.3
	
   
	
  Suspension period of hardship distributions.
  If the plan provides for hardship distributions upon satisfaction of the safe
  harbor (deemed) standards as set forth in Treas. Reg. Section
  1.401(k)-1(d)(2)(iv), then, unless the option below is elected, the
  suspension period following a hardship distribution shall only apply to
  hardship distributions made after December 31, 2001.

	
   
	
   
	
   
	
  [   ]
	
  With regard
  to hardship distributions made during 2001, a participant shall be prohibited
  from making elective deferrals and employee contributions under this and all
  other plans until the later of January 1, 2002, or 6 months after receipt of
  the distribution.

	
   
	
   
	
   
	
   
	
   

	
  2.4
	
   
	
  Catch-up contributions (for 401(k) profit sharing plans only):
  The plan permits catch-up contributions (Article VI) unless the option below
  is elected.

	
   
	
   
	
   
	
  [   ]
	
  The plan
  does not permit catch-up contributions to be made.

	
   
	
   
	
   

	
  2.5
	
   
	
  For target benefit plans only: The increased
  compensation limit ($200,000 limit) shall apply to years prior to 2002 unless
  the option below is elected.

	
   
	
   
	
   
	
  [   ]
	
  The
  increased compensation limit will not apply to years prior to 2002.




ARTICLE III

VESTING OF MATCHING CONTRIBUTIONS

	
  3.1

  	
   
	
  Applicability.
  This Article shall apply to participants who complete an Hour of Service
  after December 31, 2001, with respect to accrued benefits derived from
  employer matching contributions made in plan years beginning after December
  31, 2001. Unless otherwise elected by the employer in Section 2.1 above, this
  Article shall also apply to all such participants with respect to accrued
  benefits derived from employer matching contributions made in plan years
  beginning prior to January 1, 2002.

	
   
	
   
	
   

	
  3.2
	
   
	
  Vesting
  schedule. A participant’s accrued benefit derived
  from employer matching contributions shall vest as provided in Section 2.1 of
  this amendment.




ARTICLE IV

INVOLUNTARY CASH-OUTS

	
  4.1
	
   
	
  Applicability
  and effective date. If the plan provides for
  involuntary cash-outs of amounts less than $5,000, then unless otherwise
  elected in Section 2.2 of this amendment, this Article shall apply for
  distributions made after December 31, 2001, and shall apply to all
  participants. However, regardless of the preceding, this Article shall not
  apply if the plan is subject to the qualified joint and survivor annuity
  requirements of Sections 401(a)(11) and 417 of the Code.

	
   
	
   
	
   

	
  4.2
	
   
	
  Rollovers
  disregarded in determining value of account balance for involuntary
  distributions. For purposes of the Sections of the
  plan that provide for the involuntary distribution of vested accrued benefits
  of $5,000 or less, the value of a participant’s nonforfeitable account
  balance shall be determined without regard to that portion of the account
  balance that is attributable to rollover contributions (and earnings allocable
  thereto) within the meaning of Sections 




2








EGTRRA - Employer


	
   
	
   
	
  402(c),
  403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the
  value of the participant’s nonforfeitable account balance as so determined is
  $5,000 or less, then the plan shall immediately distribute the participant’s
  entire nonforfeitable account balance.




ARTICLE V

HARDSHIP DISTRIBUTIONS

	
  5.1
	
   
	
  Applicability
  and effective date. If the plan provides for
  hardship distributions upon satisfaction of the safe harbor (deemed)
  standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this
  Article shall apply for calendar years beginning after 2001.

	
   
	
   
	
   

	
  5.2
	
   
	
  Suspension
  period following hardship distribution. A
  participant who receives a distribution of elective deferrals after December
  31, 2001, on account of hardship shall be prohibited from making elective
  deferrals and employee contributions under this and all other plans of the
  employer for 6 months after receipt of the distribution. Furthermore, if
  elected by the employer in Section 2.3 of this amendment, a participant who
  receives a distribution of elective deferrals in calendar year 2001 on
  account of hardship shall be prohibited from making elective deferrals and
  employee contributions under this and all other plans until the later of
  January 1, 2002, or 6 months after receipt of the distribution.




ARTICLE VI

CATCH-UP CONTRIBUTIONS

Catch-up
Contributions. Unless otherwise elected in Section 2.4
of this amendment, all employees who are eligible to make elective deferrals
under this plan and who have attained age 50 before the close of the plan year
shall be eligible to make catch-up contributions in accordance with, and
subject to the limitations of, Section 414(v) of the Code. Such catch-up
contributions shall not be taken into account for purposes of the provisions of
the plan implementing the required limitations of Sections 402(g) and 415 of
the Code. The plan shall not be treated as failing to satisfy the provisions of
the plan implementing the requirements of Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making
of such catch-up contributions.


ARTICLE VII

INCREASE IN COMPENSATION LIMIT


Increase in Compensation Limit. The annual
compensation of each participant taken into account in determining allocations
for any plan year beginning after December 31, 2001, shall not exceed $200,000,
as adjusted for cost-of-living increases in accordance with Section
401(a)(17)(B) of the Code. Annual compensation means compensation during the
plan year or such other consecutive 12-month period over which compensation is
otherwise determined under the plan (the determination period). If this is a
target benefit plan, then except as otherwise elected in Section 2.5 of this
amendment, for purposes of determining benefit accruals in a plan year
beginning after December 31, 2001, compensation for any prior determination
period shall be limited to $200,000. The cost-of-living adjustment in effect
for a calendar year applies to annual compensation for the determination period
that begins with or within such calendar year.


ARTICLE VIII

PLAN LOANS


Plan loans for owner-employees or shareholder-employees.
If the plan permits loans to be made to participants, then effective for plan
loans made after December 31, 2001, plan provisions prohibiting loans to any
owner-employee or shareholder-employee shall cease to apply.


ARTICLE IX

LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)


	
  9.1

  	
   
	
  Effective
  date. This Section shall be effective for limitation
  years beginning after December 31, 2001.

	
   
	
   
	
   

	
  9.2
	
   
	
  Maximum
  annual addition. Except to the extent permitted
  under Article VI of this amendment and Section 414(v) of the Code, if
  applicable, the annual addition that may be contributed or allocated to a
  participant’s account under the plan for any limitation year shall not exceed
  the lesser of:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  a.          $40,000,
  as adjusted for increases in the cost-of-living under Section 415(d) of the
  Code, or

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  b.          100
  percent of the participant’s compensation, within the meaning of Section
  415(c)(3) of the Code, for the limitation year.




3








EGTRRA - Employer


	
   
	
   
	
  The
  compensation limit referred to in b. shall not apply to any contribution for
  medical benefits after separation from service (within the meaning of Section
  401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an
  annual addition.




ARTICLE X

MODIFICATION OF TOP-HEAVY RULES

	
  10.1
	
   
	
  Effective
  date. This Article shall apply for purposes of
  determining whether the plan is a top-heavy plan under Section 416(g) of the
  Code for plan years beginning after December 31, 2001, and whether the plan
  satisfies the minimum benefits requirements of Section 416(c) of the Code for
  such years. This Article amends the top-heavy provisions of the plan.

	
   
	
   
	
   

	
  10.2
	
   
	
  Determination
  of top-heavy status.

	
   
	
   
	
   

	
  10.2.1
	
   
	
  Key employee.
  Key employee means any employee or former employee (including any deceased
  employee) who at any time during the plan year that includes the
  determination date was an officer of the employer having annual compensation
  greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for
  plan years beginning after December 31, 2002), a 5-percent owner of the
  employer, or a 1-percent owner of the employer having annual compensation of
  more than $150,000. For this purpose, annual compensation means compensation
  within the meaning of Section 415(c)(3) of the Code. The determination of who
  is a key employee will be made in accordance with Section 416(i)(1) of the
  Code and the applicable regulations and other guidance of general
  applicability issued thereunder.

	
   
	
   
	
   

	
  10.2.2
	
   
	
  Determination
  of present values and amounts. This Section 10.2.2
  shall apply for purposes of determining the present values of accrued
  benefits and the amounts of account balances of employees as of the
  determination date.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  a.
	
  Distributions
  during year ending on the determination date. The
  present values of accrued benefits and the amounts of account balances of an
  employee as of the determination date shall be increased by the distributions
  made with respect to the employee under the plan and any plan aggregated with
  the plan under Section 416(g)(2) of the Code during the 1-year period ending
  on the determination date. The preceding sentence shall also apply to
  distributions under a terminated plan which, had it not been terminated,
  would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the
  Code. In the case of a distribution made for a reason other than separation
  from service, death, or disability, this provision shall be applied by
  substituting “5-year period” for “1-year period.”

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  b.
	
  Employees
  not performing services during year ending on the determination date.
  The accrued benefits and accounts of any individual who has not performed
  services for the employer during the 1-year period ending on the
  determination date shall not be taken into account.

	
   
	
   
	
   
	
   
	
   

	
  10.3
	
   
	
  Minimum
  benefits.

	
   
	
   
	
   

	
  10.3.1
	
   
	
  Matching
  contributions. Employer matching contributions shall
  be taken into account for purposes of satisfying the minimum contribution
  requirements of Section 416(c)(2) of the Code and the plan. The preceding
  sentence shall apply with respect to matching contributions under the plan
  or, if the plan provides that the minimum contribution requirement shall be met
  in another plan, such other plan. Employer matching contributions that are
  used to satisfy the minimum contribution requirements shall be treated as
  matching contributions for purposes of the actual contribution percentage
  test and other requirements of Section 401(m) of the Code.

	
   
	
   
	
   

	
  10.3.2
	
   
	
  Contributions
  under other plans. The employer may provide, in an
  addendum to this amendment, that the minimum benefit requirement shall be met
  in another plan (including another plan that consists solely of a cash or
  deferred arrangement which meets the requirements of Section 401(k)(12) of
  the Code and matching contributions with respect to which the requirements of
  Section 401(m)(11) of the Code are met). The addendum should include the name
  of the other plan, the minimum benefit that will be provided under such other
  plan, and the employees who will receive the minimum benefit under such other
  plan.




ARTICLE XI

DIRECT ROLLOVERS

	
  11.1

  	
   
	
  Effective
  date. This Article shall apply to distributions made
  after December 31, 2001.

	
   
	
   
	
   

	
  11.2
	
   
	
  Modification
  of definition of eligible retirement plan. For
  purposes of the direct rollover provisions of the plan, an eligible
  retirement plan shall also mean an annuity contract described in Section
  403(b) of the Code and an eligible plan under Section 457(b) of the Code
  which is maintained by a state, political subdivision of a state, or any
  agency or instrumentality of a state or political subdivision of a state and
  which agrees to separately account for amounts transferred into such plan
  from this plan. The definition of eligible retirement plan shall also apply
  in the case of a 




4








EGTRRA - Employer


	
   
	
   
	
  distribution
  to a surviving spouse, or to a spouse or former spouse who is the alternate
  payee under a qualified domestic relation order, as defined in Section 414(p)
  of the Code.

	
   
	
   
	
   

	
  11.3
	
   
	
  Modification
  of definition of eligible rollover distribution to exclude hardship
  distributions. For purposes of the direct rollover
  provisions of the plan, any amount that is distributed on account of hardship
  shall not be an eligible rollover distribution and the distributee may not
  elect to have any portion of such a distribution paid directly to an eligible
  retirement plan.

	
   
	
   
	
   

	
  11.4
	
   
	
  Modification
  of definition of eligible rollover distribution to include after-tax employee
  contributions. For purposes of the direct rollover
  provisions in the plan, a portion of a distribution shall not fail to be an
  eligible rollover distribution merely because the portion consists of
  after-tax employee contributions which are not includible in gross income.
  However, such portion may be transferred only to an individual retirement
  account or annuity described in Section 408(a) or (b) of the Code, or to a
  qualified defined contribution plan described in Section 401(a) or 403(a) of
  the Code that agrees to separately account for amounts so transferred,
  including separately accounting for the portion of such distribution which is
  includible in gross income and the portion of such distribution which is not
  so includible.




ARTICLE XII

ROLLOVERS FROM OTHER PLANS

Rollovers from other plans. The employer,
operationally and on a nondiscriminatory basis, may limit the source of
rollover contributions that may be accepted by this plan.


ARTICLE XIII

REPEAL OF MULTIPLE USE TEST


Repeal of Multiple Use Test. The multiple use
test described in Treasury Regulation Section 1.401(m)-2 and the plan shall not
apply for plan years beginning after December 31, 2001.


ARTICLE XIV

ELECTIVE DEFERRALS


	
  14.1

  	
   
	
  Elective
  Deferrals - Contribution Limitation. No participant
  shall be permitted to have elective deferrals made under this plan, or any
  other qualified plan maintained by the employer during any taxable year, in
  excess of the dollar limitation contained in Section 402(g) of the Code in
  effect for such taxable year, except to the extent permitted under Article VI
  of this amendment and Section 414(v) of the Code, if applicable.

	
   
	
   
	
   

	
  14.2
	
   
	
  Maximum
  Salary Reduction Contributions for SIMPLE plans. If
  this is a SIMPLE 401(k) plan, then except to the extent permitted under
  Article VI of this amendment and Section 414(v) of the Code, if applicable,
  the maximum salary reduction contribution that can be made to this plan is
  the amount determined under Section 408(p)(2)(A)(ii) of the Code for the
  calendar year.




ARTICLE XV

SAFE HARBOR PLAN PROVISIONS

Modification of Top-Heavy Rules. The top-heavy
requirements of Section 416 of the Code and the plan shall not apply in any
year beginning after December 31, 2001, in which the plan consists solely of a
cash or deferred arrangement which meets the requirements of Section 401(k)(12)
of the Code and matching contributions with respect to which the requirements
of Section 401(m)(11) of the Code are met.

ARTICLE XVI

DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT


	
  16.1

  	
   
	
  Effective
  date. This Article shall apply for distributions and
  transactions made after December 31, 2001, regardless of when the severance
  of employment occurred.

	
   
	
   
	
   

	
  16.2
	
   
	
  New
  distributable event. A participant’s elective
  deferrals, qualified nonelective contributions, qualified matching
  contributions, and earnings attributable to these contributions shall be
  distributed on account of the participant’s severance from employment.
  However, such a distribution shall be subject to the other provisions of the
  plan regarding distributions, other than provisions that require a separation
  from service before such amounts may be distributed.




5







EGTRRA - Employer

This amendment has been executed this 21st day of July, 2003.

Name of Employer: Mercantile Bancorp, Inc.

	
  By:
	
     /s/ Dan S. Dugan
	
   

	
   
	
  

  	
   

	
   
	
  EMPLOYER
	
   




Name of Plan: Mercantile
Bancorp, Inc. Profit Sharing Plan & Trust


6