Mercantile Bancorp, Inc. Sample Contracts

Exhibit 1 JOINT FILING AGREEMENT
Joint Filing Agreement • February 13th, 2009 • Mercantile Bancorp, Inc. • National commercial banks

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

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Exhibit 3
Assignment Agreement • February 13th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Missouri
WARRANT AGREEMENT Dated as of , 2010 between MERCANTILE BANCORP, INC. and ILLINOIS STOCK TRANSFER COMPANY as Warrant Agent
Warrant Agreement • September 20th, 2010 • Mercantile Bancorp, Inc. • National commercial banks • New York

WARRANT AGREEMENT dated as of [ ], 2010 (this “Agreement”), between Mercantile Bancorp, Inc. (the “Company”) and Illinois Stock Transfer Company as Warrant Agent (the “Warrant Agent”).

Mercantile Bancorp, Inc. Employment Agreement
Employment Agreement • February 6th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

This Employment Agreement (the “Agreement”) is made and entered into effective as of January 1, 2008 (“Effective Date”), by and between Mercantile Bancorp, Inc., a Delaware corporation (“Company”), with its principal office located at Quincy, Illinois, and Daniel J. Cook, of Quincy, Illinois (“Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 18th, 2007 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

This Agreement is made effective as of March 1, 2007, by and between Mercantile Bancorp, Inc., a Delaware corporation, with its principal office located at Quincy, Illinois, (the “Company”) and Ted T. Awerkamp, of Quincy, Illinois (“Employee”) (this “Employment Agreement”).

CONSULTING AGREEMENT
Consulting Agreement • February 6th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

This Consulting Agreement (the “Agreement”) is made and entered into this 15th day of January, 2008 by and between Mercantile Bancorp, Inc., a Delaware corporation, (“Company”) and Dan S. Dugan (“Consultant”). WITNESSETH:

SHAREHOLDER RIGHTS AGREEMENT between MERCANTILE BANCORP, INC. and MERCANTILE TRUST & SAVINGS BANK as Rights Agent July 9, 1999
Shareholder Rights Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks • Delaware

This Shareholder Rights Agreement (the “Agreement”), is made and entered into as of the 9th day of July, 1999, between MERCANTILE BANCORP, INC., a Delaware corporation (the “Company”), and MERCANTILE TRUST & SAVINGS BANK, an Illinois banking corporation (the “Rights Agent”).

AMENDMENT TO EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT FOR TED T. AWERKAMP Mercantile Trust & Savings Bank Quincy, Illinois
Continuation Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks

THIS AMENDMENT TO EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT dated December 8, 1994 by and between Mercantile Trust & Savings Bank, an Illinois corporation (the “Company”) and Ted T. Awerkamp (the “Participant”) is made effective April 26, 2004.

EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT FOR DAN S. DUGAN Mercantile Trust & Savings Bank Quincy, Illinois
Continuation Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks • 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”).

AMENDMENT TO EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT FOR DAN S. DUGAN Mercantile Trust & Savings Bank Quincy, Illinois
Continuation Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks

THIS AMENDMENT TO EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT dated December 8, 1994 by and between Mercantile Trust & Savings Bank, an Illinois corporation (the “Company”) and Dan S. Dugan (the “Participant”) is made effective April 26, 2004.

EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT FOR TED T. AWERKAMP Mercantile Trust & Savings Bank Quincy, Illinois
Continuation Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks • 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 Ted T. Awerkamp (the “Participant”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

THIS AGREEMENT is made this 15th day of June, 1987, between MERCANTILE TRUST & SAVINGS BANK, 440 Maine Street, Quincy, Illinois, an Illinois banking corporation (“Employer”) and DAN S. DUGAN, 31 Ridgewood Hill, Quincy, Illinois, (“Employee”);

SECOND AMENDMENT TO THE MERCANTILE TRUST & SAVINGS BANK EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT DATED DECEMBER 8, 1994 AND AMENDED APRIL 26, 2004 FOR TED T. AWERKAMP
Mercantile Bancorp, Inc. • February 6th, 2009 • National commercial banks

THIS SECOND AMENDMENT is adopted this 18th day of December 2007, effective as of January 1, 2005, by and between Mercantile Trust & Savings Bank, an Illinois corporation (the “Company”), and Ted T. Awerkamp (the “Participant”).

AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks

THIS AMENDMENT is made and entered into on the date last below written by and between MERCANTILE BANCORP, INC., a Delaware corporation (the “Company”) and MERCANTILE TRUST & SAVINGS BANK, an Illinois banking corporation (the “Rights Agent)

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks

WHEREAS, MERCANTILE TRUST & SAVINGS BANK, 440 Maine Street, Quincy, Illinois, an Illinois banking corporation (“Employer”), and DAN S. DUGAN, 1025 Evangeline East, Quincy, Illinois (“Employee”), entered into an Employment Agreement dated June 15, 1987; and

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks

WHEREAS, MERCANTILE TRUST & SAVINGS BANK, 440 Maine Street, Quincy, Illinois, an Illinois banking corporation (“Employer”), and Dan S. Dugan, 1025 Evangeline East, Quincy, Illinois (“Employer”), entered into an Employment Agreement dated June 15, 1987; and

CONSULTING AGREEMENT
Consulting Agreement • March 18th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

This Consulting Agreement (the “Agreement”) is made and entered into this 1st day of March, 2009 by and between Mercantile Bancorp, Inc., a Delaware corporation, (“Company”) and Dan S. Dugan (“Consultant”). WITNESSETH:

JUNIOR SUBORDINATED INDENTURE between MERCANTILE BANCORP, INC. and WILMINGTON TRUST COMPANY, as Trustee Dated as of August 30, 2007
Junior Subordinated Indenture • August 14th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • New York

Junior Subordinated Indenture, dated as of August 30, 2007, between Mercantile Bancorp, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

MERCANTILE BANCORP, INC. DEALER-MANAGER AGREEMENT September 23, 2010
Dealer-Manager Agreement • September 28th, 2010 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

The following will confirm our agreement relating to the proposed rights offering (the “Rights Offering”) to be undertaken by Mercantile Bancorp, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to the holders of record of its common stock, par value $0.4167 per share (the “Common Stock”), subscription rights (the “Rights”), as set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-168075) filed with the Securities and Exchange Commission (the “Commission”) on July 12, 2010, to subscribe for and purchase a unit (the “Units”), each consisting of one share of the Common Stock (the “Rights Shares”) and a warrant to purchase one share of the Common Stock (the “Rights Warrants”) for each share of Common Stock held by such holders of record, at a subscription price equal to $2.50 per Unit in cash (the “Subscription Price”). The Rights Warrants will be exercisable until September 23, 2015 at an exercise price of $3.75 per

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 26th, 2007 • Mercantile Bancorp, Inc. • National commercial banks • Missouri

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) dated as of March 20, 2007, by and between: MERCANTILE BANCORP, INC., a Delaware corporation (“Borrower”); and U.S. BANK NATIONAL ASSOCIATION, formerly known as Firstar Bank, N.A., a national banking association, the successor by merger to Mercantile Bank National Association (“Lender”); has reference to the following facts and circumstances (the “Recitals”):

MERCANTILE BANCORP, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2011 • Mercantile Bancorp, Inc. • National commercial banks

This Amendment to Employment Agreement (“Amendment”) is made as of this 11th day of February, 2011, by and between Mercantile Bancorp, Inc., a Delaware corporation (“Company”) with its principal office located at Quincy, Illinois, and Daniel J. Cook, of Quincy, Illinois (“Employee”).

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THIRD AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 14th, 2006 • Mercantile Bancorp, Inc. • National commercial banks • Missouri

THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made and entered into as of November 10, 2006, by and between: MERCANTILE BANCORP, INC., a Delaware corporation (“Borrower”); and U.S. BANK NATIONAL ASSOCIATION, formerly known as Firstar Bank, N.A., a national banking association (“Lender”), the successor by merger to Mercantile Bank National Association (“MBNA”); and has reference to the following facts and circumstances:

FIRST AMENDMENT TO WAIVER AND AGREEMENT
Waiver and Agreement • May 6th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

This First Amendment (the “First Amendment”) to Waiver and Agreement dated as of March 13, 2009 (the “Waiver”) between Mercantile Bancorp, Inc., a Delaware corporation (the “Borrower”), and Great River Bancshares, Inc., a Nevada corporation (the “Lender”), is made and entered into as of April 30, 2009 by and between the Borrower and the Lender.

EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT FOR TED T. AWERKAMP (As Amended and Restated Effective January 1, 2009) Mercantile Bank Quincy, Illinois
Continuation Agreement • March 18th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

THIS AGREEMENT originally made effective as of the 8th day of December, 1994, between Mercantile Bank (formerly known as Mercantile Trust & Savings Bank), an Illinois corporation (the “Company”) and Ted T. Awerkamp (the “Participant”), and subsequently amended is hereby amended and restated in its entirety, effective January 1, 2009.

ALLIANCE BENEFIT GROUP OF ILLINOIS DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT SPONSORED BY ALLIANCE BENEFIT GROUP OF ILLINOIS BASIC PLAN DOCUMENT #01 December, 2001
Plan and Trust Agreement • February 15th, 2005 • Mercantile Bancorp, Inc. • National commercial banks

This Article contains the rules for determining when an Employee becomes eligible to participate in the Plan. Part 1 and Part 2 of the Agreement contain specific elections for applying these Plan eligibility and participation rules. Article 6 of this BPD and Part 7 of the Agreement contain special service crediting elections to override the default provisions under this Article.

ASSIGNMENT AGREEMENT
Assignment Agreement • March 18th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Missouri

THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made as of December 23, 2008, by and among: U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Assignor”); GREAT RIVERS BANCSHARES, INC., a Nevada corporation (“Assignee”); and MERCANTILE BANCORP, INC., a Delaware corporation (“Borrower”); and has reference to the following facts and circumstances (the “Recitals”):

MERCANTILE BANCORP, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Mercantile Bancorp, Inc. • National commercial banks

This Amendment to Employment Agreement (“Amendment”) is made as of this 15th day of July, 2008, by and between Mercantile Bancorp, Inc., a Delaware corporation (“Company”) with its principal office located at Quincy, Illinois, and Michael P. McGrath, of Quincy, Illinois (“Employee”).

Stock Purchase Agreement By and Among Mercantile Bancorp, Inc. and United Community Bancorp, Inc. for all of the outstanding capital stock of Brown County State Bank and Marine Bank & Trust November 22, 2009
Stock Purchase Agreement • November 25th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 22, 2009, by and among Mercantile Bancorp, Inc., a Delaware corporation (“Seller”) and United Community Bancorp, Inc., a Delaware corporation (the “Buyer”). Certain capitalized terms used in this Agreement are defined elsewhere in this Agreement.

FOURTH AMENDED AND RESTATED LOAN AGREEMENT SECOND WAIVER AND AMENDMENT
Loan Agreement • November 25th, 2009 • Mercantile Bancorp, Inc. • National commercial banks

THIS SECOND WAIVER AND AMENDMENT, dated as of November 21, 2009 (this “Waiver”), is entered into by and among Mercantile Bancorp, Inc., a Delaware corporation (“Borrower”), and Great River Bancshares, Inc., a Nevada corporation (“Lender”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Amended Loan Agreement (as defined below) as further amended by this Waiver.

FOURTH AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 6th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

THIS FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2009, by and among MERCANTILE BANCORP, INC., a Delaware corporation (“Borrower”), and GREAT RIVER BANCSHARES, INC., a Nevada corporation (“Lender”), the assignee of U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US Bank”); and has reference to the following facts and circumstances:

BRANCH PURCHASE AGREEMENT by and between MERCANTILE BANK and HNB NATIONAL BANK
Branch Purchase Agreement • October 20th, 2011 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

Branch Purchase Agreement (“Agreement”), dated as of October 19, 2011, by and between Mercantile Bank, a Illinois banking corporation (“Seller”) and HNB National Bank, a Missouri commercial bank (“Purchaser”). Certain capitalized terms have the meanings given to such terms in Article I.

MERCANTILE BANCORP, INC. AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Mercantile Bancorp, Inc. • National commercial banks

This Amendment to Employment Agreement (“Amendment”) is made as of this 15th day of July, 2008, by and between Mercantile Bancorp, Inc., a Delaware corporation (“Company”) with its principal office located at Quincy, Illinois, and Daniel J. Cook, of Quincy, Illinois (“Employee”).

AGREEMENT AND PLAN OF MERGER by and among ROYAL PALM BANCORP, INC., a Florida corporation, ROYAL PALM BANK OF FLORIDA, a Florida banking corporation, MERCANTILE BANCORP, INC., a Delaware corporation, and MERCANTILE MERGER CORP., a Florida corporation...
Agreement and Plan of Merger • June 2nd, 2006 • Mercantile Bancorp, Inc. • National commercial banks • Florida

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into, effective as of the 30th day of May, 2006, by and among Mercantile Bancorp, Inc., a Delaware corporation (“Mercantile”), Mercantile Merger Corp., a Florida corporation (“Mercantile Sub”), Royal Palm Bancorp, Inc., a Florida corporation (“Royal Palm”), and The Royal Palm Bank of Florida, a Florida banking corporation (“RP Bank” and collectively with Mercantile, Mercantile Sub and Royal Palm, the “Parties”).

EXCHANGE AGREEMENT
Exchange Agreement • November 25th, 2009 • Mercantile Bancorp, Inc. • National commercial banks • Illinois

THIS EXCHANGE AGREEMENT dated as of November 21,2009 (this “Agreement”), is entered into by and among Mercantile Bancorp, Inc., a Delaware corporation (“Mercantile Bancorp”), HNB Financial Services, Inc., a Missouri corporation (“HNB Financial Services,” and together with Mercantile Bancorp, the “Sellers”), and R. Dean Phillips, in his individual capacity (“Phillips”).

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