ASSIGNMENT AGREEMENT
 Agreement U.S. BANK NATIONAL ASSOCIATION, Assignor GREAT
RIVERS BANCSHARES, INC. Assignee MERCANTILE BANCORP, INC. Borrower Recitals
 Revolving Credit Loan Term Loan Term Loans Loan Agreement
    1. Recitals .
 2. Purchase Price . Purchase Price
 Term Loan A
    
    Term Loan B
    
    Term Loan C
    
    TotalPrincipal
    
    $
    15,000,000.00
    
    
    $
    5,000,000.00
    
    
    $
    2,000,000.00
    
    
    $
    22,000,000.00Interest
    
    $
    109,112.50
    
    
    $
    36,609.72
    
    
    $
    14,978.34
    
    
    $
    160,700.56Total
    
    $
    15,109,112.50
    
    
    $
    5,036,609.72
    
    
    $
    2,014,978.34
    
    
    $
    22,160,700.56
  
 3. Closing and Transfer Date .




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Transfer
Date
 4. Assignment of Transaction Documents . Exhibit A
 5. Borrowers
Representations and Warranties .
  Exhibit A
  Exhibit A Exhibit A
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Exhibit C
   6. Assignors Representations and Warranties .
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7. Disclaimer .
 8. Assumption of Term Loan and Indemnifications . ±
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9. Due Diligence by Assignee . Exhibit B
 10. Excluded Information . Excluded Information
 11. Not a Novation .
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12. Cumulative Remedies .
 13. Governing Law .
 14. Entire
Agreement; Notice Required by Section 432.047 R.S. Mo.
 Notice Required by Section 432.047 R.S. Mo. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS
IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN
THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.
 15. Counterparts .
 16. Consent .
 17. Further Assurances .
  [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE-
ASSIGNMENT AGREEMENT
 Assignor:U.S. BANK NATIONAL ASSOCIATIONBy:
    
    /s/ Douglas S. DunbarDouglas S. Dunbar, Vice PresidentAssignee:GREAT RIVERS BANCSHARES, INC.By:
    
    /s/ Scott PhillipsScott Phillips, Assistant SecretaryBorrower:MERCANTILE BANCORP, INCBy:
    
    /s/ Ted T. AwerkampTed T. Awerkamp, President & CEO
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EXHIBIT A




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EXHIBIT B




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EXHIBIT C
   1.
    
    There have been changes in the condition or operation, financial or otherwise, of
Mercantile Bancorp, Inc. and its consolidated subsidiaries since June 30, 2006 that
could have a Material Adverse Effect. The changes are: (a) a substantial increase in
nonperforming assets; (b) a substantial increase in loan loss reserve; (c) substantial
loan charge-offs; (d) net losses for the quarters ending March 31, 2008, June 30, 2008
and September 30, 2008 as reported on Borrowers forms 10Q; and (e) a substantial
reduction in net worth;2.
    
    With respect to Section 4.05, Royal Palm Bank of Florida is currently operating
under a Memorandum of Understanding with regulatory authorities. It is anticipated that
Heartland Bank will be requested to enter a Memorandum of Understanding or other
regulatory order;3.
    
    With respect to Section 4.08, Schedule 4.08 on the date hereof would be as set
forth on the attached Schedule 4.08. The changes are caused by the following: (a) the
merger of Farmers State Bank of Northern Missouri into Mercantile Bank; (b) the sale of
New Frontier Bankshares, Inc. previously owned by Mercantile Bancorp, Inc.; (c) the
merger of Perry State Bank into HNB National Bank; (d) the merger of Mercantile Merger
Corp. into HNB Financial Services, Inc.; and (e) the name change of Mercantile Trust &
Savings Bank to Mercantile Bank as of January 1, 2008.4.
    
    With respect to Section 4.10, Mid-America Bancorp, Inc. has borrowed the sum of
four million dollars ($4,000,000.00) from First Community Bank, Lees Summit, Missouri,
on August 28, 2008, modified and extended on November 28, 2008. Schedule 4.10 on the
date hereof would be in accordance with the attached schedule 4.10.5.
    
    With respect to Section 4.11, Mid-America Bancorp, Inc. has pledged as security
on the loan to Community Bank 3,000 shares of Heartland Bank stock representing 100
percent of the issued and outstanding shares of Heartland Bank.6.
    
    Schedule 4.14 as of the date hereof would be in accordance with the attached
Schedule 4.14.




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SCHEDULE 4.08




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SCHEDULE 4.10
   1)
    
    Mercantile Bancorp Capital Trust I2)
    
    Mercantile Bancorp Capital Trust II3)
    
    Mercantile Bancorp Capital Trust III4)
    
    Mercantile Bancorp Capital Trust IV




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SCHEDULE
4.14
  AuthorizedSubsidiary Bank
    
    Owner
    
    Capital Par ValueHeartland Bank
    
    Mid-America Bancorp, Inc.
    
    3,000 shares
    
    $
    100.00Brown County State Bank
    
    Mercantile Bancorp, Inc.
    
    3,000 shares
    
    $
    100.00Marine Bank & Trust
    
    Mercantile Bancorp, Inc.
    
    13,010 shares
    
    $
    100.00Mercantile Bank
    
    Mercantile Bancorp, Inc.
    
    403,200 shares
    
    $
    6.25The Royal Palm Beach of Florida
    
    Royal Palm Bancorp, Inc.
    
    3,000,000 shares
    
    $
    5.00HNB National Bank
    
    HNB Financial Services, Inc.
    
    64,000 shares
    
    $
    6.25
 Shares Owned by OwnerHeartland Bank
    
    
    
    
    
    
    3,000 sharesBrown County State Bank
    
    
    
    
    
    
    3,000 sharesMarine Bank & Trust
    
    
    
    
    
    
    13,010 sharesMercantile Bank
    
    
    
    
    
    
    403,200 sharesThe Royal Palm Bank of Florida
    
    
    
    
    
    
    1,038,294 sharesHNB National Bank
    
    
    
    
    
    
    64,000 shares