##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
 Commission File No.: 001-32434
 MERCANTILE BANCORP, INC.
  Delaware
    
    37-1149138(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)200 N. 33rd Street, Quincy, Illinois
    
    62301(Address of Principal Executive Offices)
    
    (Zip Code)
 (217) 223-7300
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock (par value $.42 per share)
    
    NYSE Amex
  Not Applicable
 o þ
 o þ
 þ o
 þ
 o o
  Large accelerated filer o   
    Accelerated filer o
    Non-accelerated filer þ
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the Company and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESExhibit IndexEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  Explanatory Note:
 
 PART III
 
 Item 10. Directors and Executive Officers of the Company and Corporate Governance
  THE BOARD OF DIRECTORS
   Information on Directors
  Position
    
    CompanyName
    
    Age
    
    With our Company
    
    Director SinceTed T. Awerkamp
    
    
    52
    
    
    President
and CEO,
Director
    
    
    1994Julie A. Brink
    
    
    42
    
    
    Director
    
    
    2009Michael J. Foster
    
    
    62
    
    
    Chairman of the
Board
    
    
    2003Alexander J. House
    
    
    52
    
    
    Director
    
    
    2009Lee R. Keith
    
    
    56
    
    
    Director
    
    
    2009William G. Keller, Jr.
    
    
    61
    
    
    Director
    
    
    1983Dennis M. Prock
    
    
    55
    
    
    Director
    
    
    2006John R. Spake
    
    
    58
    
    
    Director
    
    
    2009James W. Tracy
    
    
    55
    
    
    Director
    
    
    2007
  Ted T. Awerkamp
 2




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Julie A. Brink
 Michael J. Foster
 Alexander J. House
 Lee R. Keith
 William G. Keller, Jr.
 Dennis M. Prock
 John R. Spake
 James W. Tracy
 3




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   CORPORATE GOVERNANCE
 Audit Committee
  4




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Stockholder Communications with Directors
  Code of Ethics Applicable to Directors, Officers and Employees
 www.mercbanx.com
 Nomination of Directors; Stockholder Access to Process
 Nomination Process
   Identification of Candidates
  Director Qualifications
  5




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##### Table of Contents



Stockholder Submission of Candidates to Committee for its Consideration and Possible Nomination
 www.mercbanx.com
 Direct Nomination of Candidates by Stockholders at Annual Meeting
 www.mercbanx.com
 6




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##### Table of Contents



Item 11. Executive Compensation
 COMPENSATION OF DIRECTORS
  Compensation of Non-Management Directors
 Fees Earned or Paid
    
    All OtherName
    
    in Cash ($)
    
    Compensation ($)
    
    Total ($)Julie A. Brink
    
    
    26,000
    
    
    
    0
    
    
    
    26,000Dan S. Dugan(1)
    
    
    0
    
    
    
    63,300
    (2)
    
    
    63,300Michael J. Foster
    
    
    39,000
    
    
    
    0
    
    
    
    39,000Alexander J. House
    
    
    26,000
    
    
    
    0
    
    
    
    26,000William G. Keller, Jr.
    
    
    0
    
    
    
    0
    
    
    
    0Lee R. Keith
    
    
    16,250
    
    
    
    0
    
    
    
    16,250Frank H. Musholt(1)
    
    
    14,808
    
    
    
    0
    
    
    
    14,808Dennis M. Prock
    
    
    48,000
    
    
    
    0
    
    
    
    48,000James A. Senty(3)
    
    
    6,500
    
    
    
    0
    
    
    
    6,500John R. Spake
    
    
    26,000
    
    
    
    0
    
    
    
    26,000Walter D. Stevenson III(1)
    
    
    14,808
    
    
    
    0
    
    
    
    14,808James W. Tracy
    
    
    48,300
    
    
    
    0
    
    
    
    48,300
 
 (1)
    
    This directors term expired at the 2009 annual meeting of stockholders, and the
director did not stand for reelection as a director. However, in the case of Mr.
Dugan, he continued after the annual meeting as a consultant and advisory director.(2)
    
    Amount consists of consulting fees paid to Mr. Dugan pursuant to his consulting
agreement with the Company, which agreement expired by its terms on February 28, 2010.(3)
    
    Mr. Senty was a director of the Company and Mercantile Bank from May through June
2009.   7




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EXECUTIVE COMPENSATION AND OTHER INFORMATION
 Executive Officers
  Name
    
    Age
    
    PositionTed T. Awerkamp
    
    
    52
    
    
    President and Chief Executive OfficerMichael P. McGrath
    
    
    55
    
    
    Executive Vice President, Chief Financial Officer,
Secretary and TreasurerDaniel J. Cook
    
    
    54
    
    
    Executive Vice President and Chief Investment
Officer
  Compensation Discussion and Analysis
 General
  Overall Compensation Policy
 8




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Overview of Executive Compensation Components
   
    
    A base salary;
    
    Annual incentive compensation;
    
    Retirement benefits; and
    
    Change-in-control protections.
  Use of Consultants; Market Data
   th
    9




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Mix of Pay
  Components of Compensation
 Base Salary.
 Annual Incentive Compensation.
   10




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th th
       Retirement Benefits.
 
    
    Our tax-qualified retirement plan, the Mercantile Bancorp, Inc. Profit-Sharing Plan
and Trust (the Profit-Sharing Plan), which covers all eligible employees and is
described briefly in the Narrative following the Summary Compensation Table below; and
    
    A salary continuation agreement that the Board of Directors, with the Committees
approval, extended to President and CEO Ted T. Awerkamp in 1994, under which, following
his retirement, Mr. Awerkamp will receive cash payments in addition to those received by
him under the qualified plan; more information is provided about these payments in the
Pension Benefits table below as well as the Narrative following the table.
 
 11




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Change-in-Control Protections
    Regulatory Parameters.
  12




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Procedure for Determining Executive Compensation
 Committee and Board Roles, Generally.
  Specific Actions for 2009 and 2010.
 
    
    Annual Incentive Compensation Plan. Triggers and financial performance
factors for the Executives under the objective feature of the Incentive Compensation
Plan for 2009 (the 2009 awards) were recommended by the Committee at its June 11, 2009
meeting and approved by the Board at its June 16, 2009 meeting. The Committee reviewed
on December 11, 2009 whether the triggers and performance factors for the Executives
under the Incentive Compensation Plan for 2009 would be achieved and, because the return
on average assets trigger would not, no payments were made under the objective feature
for 2009 nor were payments made under the subjective feature. On December 16, 2009, the
Committee adopted a recommendation to amend the plan to give the Board the right to
reduce, modify, withhold or discontinue awards under the plan to some or all eligible
participants at any time without notice, regardless of whether objective performance
measures are achieved. In February 2010, the Board approved an amendment to the plan
with those changes and also suspended the objective test feature of the plan for the
Companys Executives for 2010.
    
    Executive Employment Agreements. On February 15, 2010, the Committee decided
not to extend the terms of the Executives employment agreements beyond their current
terms, which expire on February 29, 2012 for Mr. Awerkamp and February 28, 2011 for
Messrs McGrath and Cook. The Committee reached its conclusion after assessing the
performance of the Company in 2009 and noting the fact there was at least a year
remaining on each of the current terms of the agreements, so no immediate action to
renew them was necessary. This action was ratified by the Board on February 16, 2010.
    
    Compensation Review. At the Committees meetings in December 2009 and
February 2010, the members considered various year-end 2009 compensation matters in
addition to those described above, including, but not limited to, base salaries. Among
other decisions, the Committee recommended no increases in salaries for the Executives
and no increases in directors fees for service on the boards of the Company and its
subsidiaries. The Committee also reviewed and considered triggers and factors for 2010
under the Incentive Compensation Plan although no metrics were established. The full
Board ratified the decisions regarding salaries and directors fees at its meeting on
March 23, 2010.
 Role of Executive Officers.
 Important Corporate and Individual Factors Utilized at Year-End 2009 in Determining Executive
Compensation.
 13




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Report of the Compensation Committee
   
 14




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##### Table of Contents



Compensation Tables and Narrative Disclosure
  Summary Compensation Table
 Change inPension ValueandNonqualifiedNon-Equity
    
    DeferredName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    Compensation
    
    All OtherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Compensation
    
    Earnings
    
    CompensationPosition (1)
    
    Year
    
    ($) (2)
    
    ($)(3)
    
    ($) (3)
    
    ($)(4)
    
    ($) (5)
    
    Total ($)Ted T. Awerkamp,
    
    
    2009
    
    
    
    325,000
    
    
    
    0
    
    
    
    0
    
    
    
    22,469
    
    
    
    34,665
    
    
    
    382,134President and CEO
    
    
    2008
    
    
    
    325,000
    
    
    
    0
    
    
    
    0
    
    
    
    24,189
    
    
    
    28,205
    
    
    
    377,394(effective March
    
    
    2007
    
    
    
    310,000
    
    
    
    30,000
    
    
    
    74,400
    
    
    
    20,504
    
    
    
    44,352
    
    
    
    479,2562007)Michael P. McGrath,
    
    
    2009
    
    
    
    185,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    11,783
    
    
    
    196,783Executive Vice
    
    
    2008
    
    
    
    185,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    10,265
    
    
    
    195,265President, Chief
    
    
    2007
    
    
    
    175,000
    
    
    
    15,000
    
    
    
    26,425
    
    
    
    0
    
    
    
    20,086
    
    
    
    236,511Financial Officer,
Treasurer and
SecretaryDaniel J. Cook,
    
    
    2009
    
    
    
    185,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    11,783
    
    
    
    196,783Executive Vice
    
    
    2008
    
    
    
    185,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    10,265
    
    
    
    195,265President and Chief
    
    
    2007
    
    
    
    175,000
    
    
    
    15,000
    
    
    
    26,425
    
    
    
    0
    
    
    
    20,090
    
    
    
    236,515Investment Officer
 
 (1)
    
    Upon Dan S. Dugans retirement as President and CEO on February 28, 2007,
Mr. Awerkamp was promoted to from Vice President and Secretary of the Company
to President and CEO effective March 1, 2007.(2)
    
    Represents base salary paid to the Executive. Although Mr. Awerkamp served
as a director of the Company and certain of its subsidiaries in each of 2009,
2008 and 2007, he received no additional fees for that service. Includes
amounts deferred by the Executives under the 401(k) feature of the Companys
Profit-Sharing Plan.(3)
    
    All cash compensation received by each Executive for 2009, 2008 and 2007
is included in the Salary column, Bonus column or Non-Equity Incentive Plan
Compensation column of this table. Any payments to the Executive under the
discretionary feature of the Companys Incentive Compensation Plan are
contained in the Bonus column. The payments to the Executive under the
objective feature of the plan are found in the Non-Equity Incentive Plan
Compensation column.(4)
    
    Represents amounts accrued in 2009 under the salary continuation agreement
(supplemental retirement payment agreements) for Mr. Awerkamp. 15




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(5)
    
    Represents Company contributions under the Profit-Sharing Plan for the
year 2009 of $16,125 for Mr. Awerkamp, $11,783 for Mr. McGrath and $11,783 for
Mr. Cook. Also includes the following perquisites for the year 2009: $8,040
in country club dues and $10,500 in the use of a Company car for Mr. Awerkamp.
Previously, the Company leased a car for Mr. Awerkamp; however, in April 2009
the Company purchased the car for $52,426 and permits Mr. Awerkamp to use it.
The dollar amount attributed to his use of the car is an estimate of the value
of this benefit based on the former lease payment. No other executive received
perquisites in 2009 valued at $10,000 or more. Narrative to Summary Compensation Table.
   Grants of Plan-Based Awards
  16




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Grant
    
    Estimated Future Payouts Under Non-Equity Incentive PlanDate
    
    Awards (2)Name
    
    (1)
    
    Threshold ($)
    
    Target ($)
    
    Maximum ($)Ted T. Awerkamp
    
    
    
    
    
    
    56,875
    
    
    
    113,750
    
    
    
    227,500Michael P. McGrath
    
    
    
    
    
    
    18,500
    
    
    
    37,000
    
    
    
    74,000Daniel J. Cook
    
    
    
    
    
    
    18,500
    
    
    
    37,000
    
    
    
    74,000
 
 (1)
    
    See the section entitled Specific Actions for 2009 and 2010 under Procedures for
Determining Executive Compensation in the Compensation Discussion and Analysis for a discussion
of the timing of the Incentive Compensation Plan awards for 2009.(2)
    
    For Messrs. Awerkamp, McGrath and Cook, the threshold, target and maximum payout amounts are
based on the percentage of the Executives base salaries they would have received if the Company
had satisfied the trigger only (25%), the trigger plus one of the other key factors (50%), or the
trigger and all key factors (100%) under the objective feature of the Incentive Compensation Plan
for 2009. The base salaries of Messrs. Awerkamp, McGrath and Cook for 2009 were $325,000,
$185,000 and $185,000, respectively. Listed payouts do not include any additional payments under
the plans discretionary feature. In fact, there were no payments under either the objective or
discretionary features of the plan for 2009. Narrative to Grants of Plan-Based Awards Table.
 Pension Benefits
  PaymentsNumber of Years
    
    Present Value of
    
    During LastCredited Service
    
    Accumulated Benefit
    
    Fiscal YearName
    
    Plan Name
    
    (#)(1)
    
    ($)(2)
    
    ($)Ted T. Awerkamp
    
    Salary Continuation Agreement
    
    
    15
    
    
    
    245,123
    
    
    
    0
 
 (1)
    
    Represents the number of years that have transpired since the adoption of Mr.
Awerkamps agreement in 1994; however, the benefits payable under the agreement are
determined by reference to the age of Mr. Awerkamp at his retirement date and are not
directly related to his number of years of service to the Company.(2)
    
    For purposes of calculating the present value of the accumulated benefits under Mr.
Awerkamps salary continuation agreement as of December 31, 2009, the Company engaged Clark
Consulting, Inc. (Clark). According to Clark, the dollar amount above was determined in
accordance with standard actuarial assumptions and utilizing methods prescribed by the 17




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Financial Accounting Standards Board. In calculating the dollar amount for Mr. Awerkamp,
the Company assumed monthly payments of $5,741.66 commencing September 1, 2022, the date Mr.
Awerkamp would be able to retire at age 65, the normal retirement age under the agreement,
and continuing for a period of time as determined using the 1994 Group Annuity Reserving
Table. Clark applied a discount rate of 6.0%. Narrative to Pension Benefits Table.
         18




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Post-Termination of Employment Benefits Table
  TerminationTermination by Company
    
    After a ChangeDisability
    
    Death
    
    Other than for Cause
    
    in ControlName
    
    (a)($)
    
    (b)($)
    
    (c)($)
    
    (d)($)Ted T. Awerkamp
    
    
    195,000
    
    
    
    1,033,499
    
    
    
    704,167
    
    
    
    1,035,154Michael P. McGrath
    
    
    111,000
    
    
    
    0
    
    
    
    215,833
    
    
    
    370,000Daniel J. Cook
    
    
    111,000
    
    
    
    0
    
    
    
    215,833
    
    
    
    370,000
 
 (a)
    
    Represents potential payments to Executives under their employment agreements.(b)
    
    Represents total potential value of payments to the beneficiaries of Mr. Awerkamp under
his salary continuation agreement.(c)
    
    Represents potential payments to Executives under their employment agreements, each of
which provides that the Executive would receive his base salary for the remaining term of
his agreement and the annual incentive compensation payment for the last calendar year
preceding the termination that he would have received had he remained employed. At December
31, 2009, the remaining term for Mr. Awerkamp was two years and two months and for Messrs.
McGrath and Cook was one year and two months. The base salaries and annual incentive
compensation payments for 2009 are disclosed in the Summary Compensation Table above.(d)
    
    Represents potential payments to Executives under their employment agreements and,
for Mr. Awerkamp, an additional $222,654 in total potential payments under his salary
continuation agreement. Each employment agreement provides that the Executive would
receive a multiple (2.5 times for Mr. Awerkamp and 2 times for Messrs. McGrath and
Cook) of his current annual base salary plus the incentive compensation payment for the
last calendar year preceding the termination and change in control. The payments under
the employment agreement may be reduced in connection with the application of IRC 280G
as discussed below. The base salaries and annual incentive compensation payments for
2009 are disclosed in the Summary Compensation Table above. For further information
regarding the salary continuation agreements, see the section entitled Pension
Benefits. EMPLOYMENT AND OTHER COMPENSATORY AGREEMENTS WITH EXECUTIVES
  19




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Employment Agreements
      20




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POTENTIAL PAYMENTS TO EXECUTIVES UPON TERMINATION OR CHANGE IN CONTROL
 Employment Agreements for Executives
   Voluntary Termination or Early Retirement
    Termination for Cause
   Death or Disability
  21




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Termination Other than for Cause
    Termination after a Change in Control
  22




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Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 OWNERSHIP OF COMMON STOCK BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
  23




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Principal Owners
  Amount and Nature of
    
    Percent of Shares ofBeneficial
    
    CommonName and Address of Beneficial Owner
    
    Ownership (1)
    
    Stock OutstandingMercantile Bank
200 North 33rd Street
Quincy, Illinois 62301
    
    
    517,368
    (2)
    
    
    5.9
    %R. Dean Phillips and others reporting
as a group
524 North 30th Street
      R. Dean Phillips
      Town & Country Bank
Quincy, Illinois 62301
    
    
    3,350,938
    (3)
    
    
    38.5
    %Dennis M. Prock
8010 Estero Boulevard
Fort Myers Beach, Florida 33931
    
    
    562,261
    (4)
    
    
    6.5
    %
 
 (1)
    
    With respect to the beneficial owners who are natural persons, the figures
include shares of common stock held directly by them as well as by spouses or
minor children, in trust and by other means of indirect ownership, provided the
individual effectively exercises sole or shared voting and/or investment power
over the shares.(2)
    
    All shares are held in nominee name for Mercantile Bank by Northern Trust
Company. All such shares are held directly or indirectly by Mercantile Bank
for the benefit of trust, estate and agency clients, except for 177,744 shares
that are held for the benefit of the participants of the Companys
Profit-Sharing Plan. In its administration of the accounts of all such trust,
estate and agency clients (the Accounts) and its administration of the
Profit-Sharing Plan, Mercantile Bank has voting and/or investment power over
all securities held in such Accounts or the Profit-Sharing Plan, including
shares of our stock, in accordance with the powers specified in the governing
instrument of the estate, trust or agency or the Profit-Sharing Plan document.
Mercantile Bank exercises sole voting power with respect to 310,929 shares,
shared voting power with respect to 80,980 shares, sole investment power with
respect to 96,787 shares, and shared investment power with respect to 78,985
shares. Mercantile Bank disclaims beneficial ownership of any shares over which
it has neither voting nor investment power.(3)
    
    Number of shares beneficially owned derived from a report on Form 4 filed
by Mr. Phillips with the Securities and Exchange Commission on November 4,
2009, and a Schedule 13D filed on February 13, 2009, as amended by Schedules
13D/A filed on April 22, 2009 and November 25, 2009, by Mr. Phillips and
certain other persons reporting as a group, such other persons being the
trustees of various irrevocable unfunded life insurance trusts established by
Betty Jo Phillips for the benefit of various family members and the trustees of
various revocable trusts of Betty Jo Phillips for her benefit and the benefit
of various family members. The individual trustees of the various trusts on
November 25, 2009, were David E. Miller, Philip M. Burns, James R. Behrens, and
Town and Country Bank of Quincy. The reporting persons reported, collectively,
beneficial ownership of 3,350,938 shares of the Companys common stock. Mr.
Phillips reported sole voting and dispositive power with respect to 1,384,695
shares (15.9% of the Companys outstanding shares). As trustee of certain of
the trusts, Mr. Miller reported shared voting and dispositive power with
respect to 264,858 shares. As trustee of certain of the trusts, Mr. Burns
reported shared voting and dispositive power with respect to 264,863 shares.
As trustee of certain of the trusts, Mr. Behrens reported shared voting and
dispositive power with respect to 264,860 shares. As trustee of certain of the
trusts, Town and Country Bank of Quincy reported shared voting and dispositive
power with respect to 1,171,662 shares (13.5% of the Companys outstanding
shares). Except for stock owned directly by such persons, the reporting
persons expressly disclaimed beneficial ownership of the stock reported on the
Schedule 13D, as amended, and expressly disclaimed that 24




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they have formed a
group as contemplated by Section 13(d)(3) of the 1934 Act.(4)
    
    Number of shares beneficially owned derived from a report on Form 4 filed
by Mr. Prock with the Securities and Exchange Commission on March 31, 2009.
Shares held by Mr. Prock through a grantor revocable trust and an individual
retirement account, over both of which he has sole voting and investment power.
Mr. Prock is a director of the Company. Management
  Amount and
    
    Percent of SharesNature of
    
    of CommonBeneficial
    
    StockName of Beneficial Owner
    
    Ownership (1)
    
    OutstandingDirectors, Nominees and Named
Executive OfficersJulie A. Brink
    
    
    222,145
    (2)
    
    
    2.6
    %Michael J. Foster
    
    
    9,750
    (3)
    
    
    *Alexander J. House
    
    
    0
    
    
    
    *Lee R. Keith
    
    
    0
    
    
    
    *William G. Keller, Jr.
    
    
    88,549
    (4)
    
    
    *Dennis M. Prock
    
    
    562,261
    (5)
    
    
    6.5
    %John R. Spake
    
    
    5,750
    (6)
    
    
    *James W. Tracy
    
    
    1,500
    (7)
    
    
    *Ted T. Awerkamp
    
    
    15,000
    (8)
    
    
    *Michael P. McGrath
    
    
    2,550
    (9)
    
    
    *Daniel J. Cook
    
    
    1,012
    (10)
    
    
    *All Executive Officers and
Directors as a group
(includes 11 individuals)
    
    
    1,086,261
    (11)
    
    
    12.5
    %
 
 (1)
    
    Includes shares of common stock held directly as well as by spouses or minor children, in trust and
other indirect ownership, over which shares the individuals effectively exercise voting and/or investment
power, as described in the corresponding footnotes.(2)
    
    Includes 2,400 shares of common stock held personally and 219,745 shares held by R.L. Brink Corp. and
Thompson, Inc. of which Ms. Brink is a Director, Vice President and Secretary, over which she holds
shared voting power but not investment power.(3)
    
    Includes 7,050 shares owned by Mr. Foster through an individual retirement account over which he has
sole voting and investment power and 2,700 shares owned by Mr. Foster with his spouse over which he
shares voting and investment power.(4)
    
    Includes 10,620 shares owned by Mr. Keller personally and 77,929 shares held by Mr. Keller as
co-trustee of the Schmiedeskamp, Robertson, Neu & Mitchell LLP Profit-Sharing Plan, over which the
trustees hold voting power but not investment power. The shares in this plan include 15,750 shares for
which Mr. Keller is a beneficiary and thus holds investment power.(5)
    
    Shares held by Mr. Prock through a grantor revocable trust and an individual retirement account, over
both of which he has sole voting and investment power. Includes 559,035 shares pledged as collateral
securing loans from Town and Country Bank, Quincy, Illinois. 25




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(6)
    
    Shares held by Mr. Spake through an individual retirement account over which he has sole voting and
investment power.(7)
    
    Shares are held by Mr. Tracy jointly with his spouse, with whom he shares voting and investment power.(8)
    
    Includes 2,895 shares owned by Mr. Awerkamp through an individual retirement account over which he
has sole voting and investment power and 12,105 shares owned jointly with his spouse over which he shares
voting and investment power.(9)
    
    Shares are held by Mr. McGrath through an individual retirement account over which he has sole voting
and investment power.(10)
    
    Shares are held by Mr. Cook through an individual retirement account over which he has sole voting
and investment power.(11)
    
    Includes 177,744 shares owned by the Companys Profit-Sharing Plan, for which Mercantile Bank serves
as trustee. Through its trust department, Mercantile Bank exercises voting and investment power over the
shares.*
    
    Less than one percent (1%) of the outstanding shares of common stock. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 CERTAIN RELATIONSHIPS AND TRANSACTIONS
 Loans and Other Customer Relationships Between Company and Certain Related Parties
  Other Business Relationships with Certain Related Parties
    26




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27




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Policy and Procedures on Related Party Transactions
 www.mercbanx.com
 Director Independence
      Executive Sessions of Independent Directors
  28




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Item 14. Principal Accounting Fees and Services
 Principal Accounting Fees and Services
  Type of Fee
    
    2008
    
    
    2009Audit Fees (1)
    
    $
    275,800
    
    
    $
    191,850Audit-Related Fees (2)
    
    
    40,000
    
    
    
    53,850Tax Fees (3)
    
    
    45,700
    
    
    
    46,300All Other Fees
    
    
    0
    
    
    
    0Total
    
    $
    361,500
    
    
    $
    292,000
 
 (1)
    
    Audit Fees, including out-of-pocket costs, are for the audit of the Companys
financial statements for the years ended December 31, 2008 and 2009. Also included are
the fees related to the preparation of reports filed by the Company with the SEC under
section 13(a) of the 1934 Act (e.g., annual reports on Form 10-K, quarterly reports on
Form 10-Q).(2)
    
    Audit-Related Fees include the aggregate fees and out-of-pocket costs paid by us
to BKD, LLP during 2008 and 2009 for assurance and related services that are reasonably
related to the performance of the audit or review of the Companys financial statements
and not included in Audit Fees, including a separate profit-sharing plan audit.(3)
    
    Tax Fees include the aggregate fees paid by us to BKD, LLP
during 2008 and 2009
for professional services rendered for tax compliance, tax advice and tax planning. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
  29




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
           
 SIGNATURES
  MERCANTILE BANCORP, INC.
(Registrant)By:
    /s/ Michael P. McGrathName:
    Michael P. McGrathTitle:
    Executive Vice President,
Treasurer, Secretary and Chief Financial
OfficerDated:  April 30, 2010 30




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Exhibit Index
 ExhibitNumber
    
    Description of Exhibit3.1
    
    Certificate of Incorporation of Mercantile Bancorp, Inc., as amended, filed with the Registration Statement on Form 10 dated
May 12, 2004 (File No. 000-50757) (the Registration Statement), under the same exhibit number.3.2
    
    Certificate of Amendment to the Certificate of Incorporation of Mercantile Bancorp, Inc., filed as Exhibit 3.3 to the Annual
Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K).3.3
    
    Bylaws of Mercantile Bancorp, inc. restated and adopted June 16, 2009, filed as Exhibit 3.1 to the Periodic Report on Form
10-Q for the quarter ended June 30, 2009 (the 2009 Second Quarter 10-Q).4.1
    
    Shareholder Rights Agreement dated July 9, 1999 between the Company and Mercantile Trust & Savings Bank, filed under same
exhibit number with the Registration Statement.4.2
    
    Amendment to Shareholder Rights Agreement dated May 15, 2000 between the Company and Mercantile Trust &
Savings Bank, filed under same exhibit number with the Registration Statement.10.1
    
    Executive Employee Salary Continuation Agreement dated December 8, 1994 between Mercantile Trust &
Savings Bank and Dan S. Dugan, filed as Exhibit 10.3 with the Registration Statement.10.2
    
    Amendment to Dugan Executive Employee Salary Continuation Agreement dated April 26, 2004, filed as
Exhibit 10.4 with the Registration Statement.10.3
    
    Second Amendment to Dugan Executive Employee Salary Continuation Agreement dated December 29, 2006,
filed as Exhibit 10.1 to a Current Report on Form 8-K filed January 5, 2007.10.4
    
    Executive Employee Salary Continuation Agreement, as amended and restated effective January 1, 2009
between Mercantile Bank and Ted T. Awerkamp, filed as Exhibit 10.4 to the 2008 Form 10-K.10.5
    
    Employment Agreement dated January 1, 2008, between the Company and Ted T. Awerkamp, filed as Exhibit
10.8 to the Annual Report on Form 10-K for the year ended December 31, 2007 (the 2007 Form 10-K).10.6
    
    Amendment to Employment Agreement dated July 15, 2008, between the Company and Ted T. Awerkamp, filed as
Exhibit 10.1 to the Periodic Report on Form 10-Q for the quarter ended September 30, 2008 (the 2008 Third
Quarter Form 10-Q).10.7
    
    Employment Agreement dated January 1, 2008, between the Company and Michael P. McGrath, filed as Exhibit
10.9 to the 2007 Form 10-K.10.8
    
    Amendment to Employment Agreement dated July 15, 2008, between the Company and Michael P. McGrath, filed
as Exhibit 10.2 to the 2008 Third Quarter Form 10-Q.10.9
    
    Employment Agreement dated January 1, 2008, between the Company and Daniel J. Cook, filed as Exhibit
10.10 to the 2007 Form 10-K.10.10
    
    Amendment to Employment Agreement dated July 15, 2008, between the Company and Daniel J. Cook, filed as
Exhibit 10.3 to the 2008 Third Quarter Form 10-Q.10.11
    
    Mercantile Bancorp, Inc. Profit Sharing Plan and Trust, filed as Exhibit 10.7 with the Registration Statement.10.12
    
    401(k) Plan Adoption Agreement, filed as Exhibit 10.8 with the Registration Statement.10.13
    
    Amendment to the Profit Sharing Plan and Trust, filed as Exhibit 10.9 with the Registration Statement.10.14
    
    Consulting Agreement dated March 2, 2007 between Mercantile Bancorp, Inc. and Dan S. Dugan, filed as Exhibit
10.1 to a Current Report on Form 8-K filed March 7, 2007.
 31




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ExhibitNumber
    
    Description of Exhibit10.15
    
    Consulting Agreement dated January 15, 2008 between Mercantile Bancorp, Inc. and Dan S. Dugan, filed as
Exhibit 10.16 to the 2007 Form 10-K.10.16
    
    Consulting Agreement dated March 1, 2009 between Mercantile Bancorp, Inc. and Dan S. Dugan, filed as Exhibit
10.16 to the 2008 Form 10-K.10.17
    
    Third Amended and Restated Term Loan Agreement dated November 10, 2006 by and between Mercantile Bancorp,
Inc., Borrower, and U.S. Bank National Association, formerly known as Firstar Bank, N.A., Lender, filed as
Exhibit 10.1 with the Periodic Report on Form 10-Q for the quarter ended September 30, 2006 (the 2006 Third
Quarter Form 10-Q).10.18
    
    First Amendment to Third Amended and Restated Loan Agreement between Mercantile Bancorp, Inc. and U.S. Bank
National Association, dated March 20, 2007, filed as Exhibit 10.1 to a Current Report on Form 8-K filed March
24, 2007.10.19
    
    Second Amendment to Third Amended and Restated Loan Agreement between Mercantile Bancorp, Inc. and U.S. Bank
National Association, dated as of June 30, 2007, filed as Exhibit 10.1 to a Current Report on Form 8-K filed
July 19, 2007.10.20
    
    Third Amendment to Third Amended and Restated Loan Agreement between Mercantile Bancorp, Inc. and U.S. Bank
National Association, dated September 7, 2007, filed as Exhibit 10.1 to a Current Report on Form 8-K filed
September 12, 2007.10.21
    
    Assignment Agreement among U.S. Bank National Association, Great River Bancshares, Inc. and Mercantile
Bancorp, Inc., dated December 23, 2008, filed as Exhibit 10.21 to the 2008 Form 10-K.10.22
    
    Secured Demand Promissory Note made by Mercantile Bancorp, Inc. to Great River Bancshares, Inc., dated
December 31, 2008, filed as Exhibit 10.22 to the 2008 10-K.10.23
    
    Secured Demand Promissory Note made by Mercantile Bancorp, Inc. to Great River Bancshares, Inc., dated
February 5, 2009, filed as Exhibit 10.23 to the 2008 10-K.10.24
    
    Waiver and Agreement by and between Mercantile Bancorp, Inc., and Great River Bancshares, Inc., dated March
13, 2009, regarding certain loan covenants of the Company, filed as Exhibit 10.24 to the 2008 10-K.10.25
    
    Construction Agreement dated August 24, 2006 by and between Mercantile Trust & Savings Bank, Owner, and
Clayco, Inc., Contractor, filed as Exhibit 10.2 with the 2006 Third Quarter Form 10-Q.10.26
    
    General Conditions of the Contract for Construction by and between Mercantile Trust & Savings Bank, Owner,
and Clayco, Inc., Contractor, filed as Exhibit 10.3 with the 2006 Third Quarter Form 10-Q.10.27
    
    Indenture dated August 25, 2005 between Mercantile Bancorp, Inc. and Wilmington Trust Company, as trustee,
filed as Exhibit 10.1 to the 2009 Second Quarter 10-Q.10.28
    
    Junior Subordinated Indenture dated July 13, 2006 between Mercantile Bancorp, Inc. and Wilmington Trust
Company, as trustee, filed as Exhibit 10.2 to the 2009 Second Quarter 10-Q.10.29
    
    Indenture dated July 13, 2006 (Fixed/Floating Rate Junior Subordinated Debt Securities Due 2036) between
Mercantile Bancorp, Inc. and Wilmington Trust Company, as trustee,
filed as Exhibit 10.3 to the 2009 Second
Quarter 10-Q.10.30
    
    Junior Subordinated Indenture dated August 30, 2007 between Mercantile Bancorp, Inc. and Wilmington Trust
Company, as trustee, filed as Exhibit 10.4 to the 2009 Second Quarter 10-Q.10.31
    
    Fourth Amended and Restated Loan Agreement dated April 30, 2009 between Mercantile Bancorp, Inc. and Great
River Bancshares, Inc. as assignee of U.S. Bank National Association, filed as Exhibit 99.1 to a Current
Report on Form 8-K filed on May 6, 2009.10.32
    
    First Amendment to Waiver and Agreement dated April 20, 2009 between Mercantile Bancorp, Inc. and Great River
Bancshares, Inc., filed as Exhibit 99.2 to a Current Report on Form 8-K filed on May 6, 2009.10.33
    
    Fourth Amended and Restated Loan
Agreement Waiver and Amendment dated August 10, 2009, filed as Exhibit 10.5
to the 2009 Second Quarter 10-Q.
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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.34
    
    Stock Purchase Agreement dated as of November 22, 2009 by and between Mercantile Bancorp, Inc. and United
Community Bancorp, Inc., filed as Exhibit 10.1 to a Current Report on Form 8-K filed on November 25, 2009
(the November 2009 Form 8-K).10.35
    
    Exchange Agreement dated as of November 21, 2009 by and between Mercantile Bancorp, Inc. and R. Dean
Phillips, filed as Exhibit 10.2 to the November 2009 Form 8-K.10.36
    
    Second Waiver and Amendment dated November 21, 2009 by and between Mercantile Bancorp, Inc. and Great River
Bancshares, Inc., filed as Exhibit 10.3 on the November 2009 Form 8-K.10.37
    
    Mercantile Bancorp, Inc. Company and Bank Executive and Senior Officer Incentive Compensation Plan
December 2006, amended and restated as of January 1, 2010.*14.1
    
    Code of Ethics, filed under same exhibit number with Annual Report on Form 10-K for fiscal year ended
December 31, 2004.21
    
    Subsidiaries of registrant.*31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended, filed herewith.31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended, filed herewith.32.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
 
 
    
    Management contract or compensatory plan or arrangement.*
    
    Filed on April 7, 2010 with Form 10-K 33