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MERCANTILE BANCORP, S-1/A Filing

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                                As filed with the Securities and Exchange Commission on September 20, 2010
                                                                                           Registration Statement No. 333-168075



                    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                Washington, D.C. 20549

                                                                    Amendment No. 3
                                                                         to

                                                                        Form S-1
                                                       REGISTRATION STATEMENT
                                                                UNDER
                                                       THE SECURITIES ACT OF 1933

                                     MERCANTILE BANCORP, INC.
                                                        (Exact Name of Registrant as Specified in Its Charter)


                                                                             Delaware
                                                    (State or other jurisdiction of incorporation or organization)


                                                                                6022
                                                     (Primary Standard Industrial Classification Code Number)


                                                                           37-1149138
                                                               (I.R.S. Employer Identification Number)


                                                                     200 N. 33rd Street
                                                                    Quincy, Illinois 62301
                                                                       (217) 223-7300
                         (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


                                                                  Ted T. Awerkamp
                                                        President and Chief Executive Officer
                                                               Mercantile Bancorp, Inc.
                                                       200 N. 33rd Street, Quincy, Illinois 62301
                                                                    (217) 223-7300
                                (Name, address, including zip code, and telephone number, Including area code, of agent for service)




                                                                             Copies to:

                                                                   Michael P. Reed, Esq.
                                                                  Yvan-Claude Pierre, Esq.
                                                                    DLA Piper LLP (US)
                                                                   500 Eighth Street, NW
                                                                   Washington, DC 20004
                                                                       (202) 799-4000

         As soon as practicable after the effective date of this Registration Statement (Approximate date of commencement of
      proposed sale to the public)

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
      under the Securities Act of 1933 check the following box: 
    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. 

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting company‖ in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer                Accelerated filer           Non-accelerated filer         Smaller reporting company 
                                                          (Do not check if a smaller reporting company)

    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the Registration
Statement shall become effective on such date as the securities and exchange commission, acting pursuant to section 8(a),
may determine.
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       The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with
       the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
       these securities in any state where the offer or sale is not permitted.

                                          SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 2010

      PRELIMINARY PROSPECTUS




                                            Mercantile Bancorp, Inc.
                                          8,703,330 Subscription Rights
                      Up to 8,703,330 shares of Common Stock issuable as part of the Units
                                issuable upon exercise of the Subscription Rights
                    Up to 8,703,330 Warrants to purchase Common Stock issuable as part of
                           the Units issuable upon exercise of the Subscription Rights
             Up to 8,703,330 shares of Common Stock issuable upon exercise of the Warrants
         We are distributing at no charge to the holders of our common stock, $0.4167 par value per share, on September 23, 2010,
      which we refer to as the record date, subscription rights to purchase up to 8,703,330 Units. One Unit consists of one share of our
      common stock and one warrant to purchase one share of our common stock.

          You will receive one subscription right for each share of our common stock that you owned as of 5:00 p.m., New York City
      time, September 23, 2010. You will not receive any fractional rights, as the aggregate number of subscription rights you receive will
      be rounded up to the next largest whole number. Subscribers who exercise their rights in full may over-subscribe for additional
      Units, subject to certain limitations, to the extent Units are available. Each subscription right entitles you to purchase one Unit at a
      subscription price equal to $[ • ] per whole Unit. As of [ • ], 2010, the last reported sale price of a share of our common stock is [ • ].

          The subscription rights are exercisable beginning on the date of this prospectus and continuing until 5:00 p.m., New York City
      time, on October 29, 2010, which is the expiration date of the offering period for this rights offering. We may extend the period for
      exercising subscription rights in our sole discretion. If you want to participate in this rights offering and you are the record holder of
      your shares, we recommend that you submit your subscription documents to the subscription agent, Illinois Stock Transfer Co.,
      before that deadline. If you want to participate in this rights offering and you hold shares through your broker, dealer, bank or other
      nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in
      accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. Please see
      page 33 for further instructions on submitting subscriptions. Subscriptions will, in our discretion, be accepted when received, and if
      so accepted will not be held in escrow by the subscription agent through the expiration of this rights offering. We reserve the right
      to cancel this rights offering at any time prior to the acceptance of any subscriptions.

          Stockholders who do not participate in this rights offering will continue to own the same number of shares of our common
      stock, but will own a smaller percentage of the total shares of our common stock issued and outstanding after this rights offering to
      the extent that other stockholders participate in this rights offering. Subscription rights that are not exercised prior to the expiration
      of this rights offering will expire and have no value. Subscription rights are not transferable, other than by operation of law. There is
      no minimum number of Units that we must sell in order to complete this rights offering.
          As of [ • ], 2010, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $[ • ],
      based on approximately [ • ] shares held by non-affiliates, and a per share price of $[ • ] based on the last reported sale price of our
      common stock on [ • ], 2010.

          You should carefully consider whether to exercise your subscription rights before the expiration date. All exercises of
      subscription rights are irrevocable. Our board of directors is making no recommendation regarding your exercise of the subscription
      rights. Investing in our securities involves a high degree of risk. In addition, your holdings in our company will be diluted if
      you do not exercise the full amount of your basic subscription rights. See “Risk Factors” beginning on page 11 of this
      prospectus.
          Our common stock is quoted on the NYSE Amex under the symbol ―MBR.‖ The last reported sale price of our common stock
      on [ • ], 2010 was $[ • ] per share.
                                                                                                   Dealer Manager                           Proceeds, Before
                                                          Subscription                                                                         Expenses,
                                                             Price                                     Fee(1)                                    to Us



Per Unit
Total(2)



 (1) We have agreed to pay to McClendon, Morrison & Partners, Inc. as compensation an advisory fee equal to 2% of the gross proceeds from the exercise of
     rights in this rights offering, subject to certain exceptions (including with respect to any proceeds from rights exercised by R. Dean Phillips or his related
     entities or affiliates), upon completion of this rights offering, and up to $75,000 in expenses. We are also obligated to pay any broker-dealer where the holder
     exercising such rights indicates in writing that such broker-dealer has solicited such exercise, a cash commission of up to 3% of the gross proceeds from the
     exercise of such right by the rights holder.

 (2) Assumes that this offering is fully subscribed and that the maximum offering amount in the aggregate of $[ • ] is subscribed.

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense. None of the subscription rights, units, common stock, warrants or common stock underlying the warrants are deposits,
savings accounts, or other obligations of a bank or savings association and none of them is insured by the FDIC or any other
governmental agency. The securities are not being offered in any jurisdiction where the offer is not permitted under applicable local
laws.

                                                                         Dealer-Manager
                                   McClendon, Morrison & Partners, Inc.
                                                         The date of this prospectus is [ • ], 2010.
                                                TABLE OF CONTENTS


                                                                                                                    Page


About This Prospectus                                                                                                   ii
Other Information                                                                                                       ii
Cautionary Statement Regarding Forward-Looking Statements                                                               ii
Questions and Answers About the Rights Offering                                                                        iv
Prospectus Summary                                                                                                      1
The Rights Offering                                                                                                     6
Summary Consolidated Financial Information and Other Data                                                               9
Risk Factors                                                                                                           11
Use of Proceeds                                                                                                        21
Capitalization                                                                                                         22
Market for Common Stock and Dividend Policy                                                                            23
Description of Securities                                                                                              24
The Rights Offering                                                                                                    30
Material U.S. Federal Income Tax Considerations                                                                        37
Plan of Distribution                                                                                                   39
Legal Matters                                                                                                          39
Experts                                                                                                                39
Where You Can Find More Information                                                                                    39
Incorporation of Certain Information by Reference                                                                      40
Information Not Required in Prospectus                                                                               II-1
Signatures                                                                                                           II-3
Exhibit Index
  EX-4.1
  EX-4.2
  EX-23.1
  EX-99.7

      You may rely on the information contained or incorporated by reference in this prospectus. We have not
authorized anyone to provide information different from that contained or incorporated by reference in this
prospectus. When you make a decision about whether to invest in the Units, you should not rely upon any
information other than the information contained or incorporated by reference in this prospectus. Neither the
delivery of this prospectus nor the sale of Units pursuant to exercise of the subscription rights means that the
information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to
sell or solicitation of an offer to buy these Units in any circumstances under which the offer or solicitation is unlawful.


                                                             i
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                                                         ABOUT THIS PROSPECTUS

              Unless the context otherwise requires, all references to ―Mercantile‖ ―we,‖ ―us,‖ ―our,‖ ―the company,‖ or similar
         language in this prospectus refer to Mercantile Bancorp, Inc., an Illinois banking corporation, and its consolidated
         subsidiaries.

              You should rely only on the information contained in this document or in a document to which we have referred you.
         We have not authorized anyone to provide you with information that is different. If anyone provides you with different or
         inconsistent information, you should not rely on it. For further information, please see the section of this prospectus entitled
         ―Where You Can Find More Information.‖ We are not making an offer to sell these securities in any jurisdiction where the
         offer or sale is not permitted or in which the person making the offer or solicitation is not qualified to do so or to anyone to
         whom it is unlawful to make the offer or solicitation. You should assume that the information appearing in this prospectus is
         accurate as of any date other than the dates on the front cover of this prospectus, regardless of the time of delivery of this
         prospectus, the time of any exercise of the subscription rights or any sale of a security. Our business, financial condition,
         results of operations and prospects may have changed since that date of this prospectus.

               We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus and the
         documents incorporated herein by reference from market research, publicly available information and industry publications.
         Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they
         do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data,
         industry data and forecasts and market research are reliable, we have not independently verified the data, and we do not
         make any representation as to the accuracy of the information. We have not generally sought the consent of the sources to
         refer to their reports appearing in this prospectus or the documents incorporated herein by reference.

              This prospectus and the documents incorporated herein by reference contain trademarks, tradenames, service marks and
         service names of Mercantile Bancorp, Inc.


                                                           OTHER INFORMATION

              Our principal executive office is located at 200 North 33rd Street, Quincy, Illinois 62301. Our telephone number is
         217-223-7300. Our website address is www.mercbanx.com. The information found on, or otherwise accessible through, our
         website is not incorporated into, and does not form a part of, this prospectus or any other document we file or furnish to the
         Securities and Exchange Commission, or the SEC. If you have any questions or need further information about this offering,
         please contact Morrow & Company, LLC, our information agent for this offering, at (203) 658-9400 (for brokerage firms
         and banks) or toll-free at (800) 607-0088 (for stockholders).


                         CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

              This prospectus, including information incorporated by reference, contains ―forward-looking statements‖ (as that term
         is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements may be identified by
         the use of such words as: ―believe‖, ―expect‖, ―anticipate‖, ―intend‖, ―plan‖, ―estimate‖, or words of similar meaning, or
         future or conditional verbs such as ―will,‖ ―would,‖ ―should,‖ ―could,‖ or ―may.‖

              Examples of forward-looking statements include, but are not limited to, estimates or projections with respect to our
         future financial condition, results of operations or business, such as:

               • projections of revenues, income, earnings per share, capital expenditures, assets, liabilities, dividends, capital
                 structure, or other financial items;

               • descriptions of plans or objectives of management for future operations, products, or services, including pending
                 acquisition transactions;

               • forecasts of future economic performance; and

               • descriptions of assumptions underlying or relating to any of the foregoing.
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              Many possible factors or events could affect our future financial results and performance and could cause those
         financial results or performance to differ materially from those expressed in the forward-looking statements. These possible
         events or factors include, without limitation:

               • the effects of current and future business and economic conditions in the markets we serve change or are less
                 favorable than we expected;

               • deposit attrition, operating costs, customer loss and business disruption are greater than we expected;

               • competitive factors, including product and pricing pressures among financial services organizations may increase;

               • the effects of changes in interest rates on the level and composition of deposits, loan demand, the values of loan
                 collateral, securities and interest sensitive assets and liabilities may lead to a reduction in our net interest margins;

               • changes in market rates and prices may adversely impact our securities, loans, deposits, mortgage servicing rights,
                 and other financial instruments;

               • the legislative or regulatory developments, including changes in laws and regulations concerning taxes, banking,
                 securities, insurance and other aspects of the financial securities industry, such as the recently enacted Dodd-Frank
                 Wall Street Reform and Consumer Protection Act (the ―Dodd-Frank Act‖), and the extensive rule making it requires
                 to be undertaken by various regulatory agencies may adversely affect our business, financial condition and results of
                 operations;

               • personal or commercial bankruptcies increase;

               • our ability to expand and grow our business and operations, including the establishment of additional branches and
                 acquisition of additional banks or branches of banks may be more difficult or costly than we expected;

               • any future acquisitions may be more difficult to integrate than expected and we may be unable to realize any cost
                 savings and revenue enhancements we may have projected in connection with such acquisitions;

               • changes in accounting principles, policies or guidelines;

               • credit risks, including credit risks resulting from the devaluation of collateral debt obligations and/or structured
                 investment vehicles on the capital markets to which we currently have no direct exposure;

               • the failure of assumptions underlying the establishment of our allowance for loan losses;

               • construction and development loans are based upon estimates of costs and value associated with the complete
                 project. These estimates may be inaccurate, and cause us to be exposed to more losses on these projects than on
                 other loans;

               • changes that occur in the securities markets;

               • technology-related changes may be harder to make or more expensive than we anticipated;

               • worldwide political and social unrest, including acts of war and terrorism; and

               • changes in monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the
                 Federal Reserve Board.

               Any forward-looking statements made in this prospectus or incorporated by reference herein are made as of the date of
         this prospectus and we assume no obligation to update the forward-looking statements or to update the reasons why actual
         results could differ from those projected in the forward-looking statements. You should consider these risks and uncertainties
         in evaluating forward-looking statements and you should not place undue reliance on these statements. You should
         understand that it is not possible to predict or identify all such risks and uncertainties. Consequently, you should not consider
these risks and uncertainties, or the risks described in ―Risk Factors‖ in this prospectus, to be a complete discussion of all
potential risks and uncertainties associated with an investment in us or our securities.


                                                                iii
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                                   QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

              The following are questions that we anticipate you may have about this rights offering. The answers are based on
         selected information from this prospectus. The following questions and answers do not contain all of the information that
         may be important to you and may not address all of the questions that you may have about whether to exercise your
         subscription rights. We urge you to read the entire prospectus.

              Exercising the rights and investing in our securities involves a high degree of risk. We urge you to carefully read the
         section entitled “Risk Factors” beginning on page 11 of this prospectus, as well as the documents listed under the section
         “Incorporation of Certain Information by Reference” in their entirety before you decide whether to exercise your rights.


         What is this rights offering?

               We are distributing, at no cost or charge to our stockholders, subscription rights, which we also refer to as rights,
         consisting of a basic subscription right to purchase Units consisting of one share of our common stock and one warrant to
         acquire one share of our common stock, and an over-subscription right to purchase additional Units. These rights may be
         exercised only by the stockholders to whom they are distributed, and may not be sold, transferred or assigned to anyone else,
         other than by operation of law. Holders of our common stock will receive one basic subscription right for each share of
         common stock held of record as of 5:00 p.m., New York City time, on September 23, 2010, the record date of this rights
         offering. The subscription rights will be evidenced by subscription rights certificates. Each basic subscription right will
         entitle you to purchase one Unit at a subscription price equal to $[ • ] per Unit. You may exercise any number of your basic
         subscription rights, or you may choose not to exercise any basic subscription rights. We will not distribute fractional
         subscription rights, but instead we will round up the aggregate number of subscription rights you receive to the next whole
         number.

              This rights offering is an opportunity for you to purchase Units at a fixed price and in an amount proportional to your
         existing interest in our common stock. If you exercise your basic subscription right in full, you will then be entitled to
         exercise your over-subscription right. This enables you to maintain, or if other stockholders of our common stock do not
         exercise their subscription rights, to increase your current percentage ownership interest in us.


         What is a Unit?

              Each Unit is comprised of one share of our common stock and a warrant to acquire one share of our common stock at
         an exercise price of $[ • ] per share.


         What are the material terms of the warrants being offered in this rights offering?

              The warrants that we are offering in this rights offering will be a five-year warrant to purchase one share of our
         common stock at an exercise price of $[ • ] per share, subject to our right to redeem the warrants for no consideration at any
         time after the second anniversary of the distribution date if the price of a share of our common stock exceeds 150% of the
         exercise price of the warrant for 60 consecutive days.


         Why are we engaging in this rights offering, and how will we use the proceeds from this rights offering?

              In light of current economic conditions generally we have decided to pursue this rights offering to raise capital which
         can be used to support us and our subsidiary banks and improve our capital position. In addition, we decided to pursue this
         rights offering to raise additional capital to assist us and our subsidiary banks in maintaining or achieving compliance with
         the regulatory capital requirements of the enforcement actions that we and our subsidiary banks have entered into with our
         respective banking regulators. In general, each of the enforcement actions require us and our subsidiary banks to maintain a
         minimum Tier 1 leverage capital ratio of 8.00% and a minimum total risk based capital ratio of 12.00%. As of June 30, 2010,
         we and each of our subsidiary banks have met all requirements of our respective enforcement actions, with the exception of
         Heartland Bank‘s Tier 1 leverage capital ratio of 7.23%, that was below its required minimum ratio of 8.00%. Our board of
         directors also considered other alternatives available for raising equity capital and determined that this rights offering was in
         both our best interest and the best interests of our stockholders. Because our stock price is well below the current book value
         of
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         our shares of common stock, we believe that giving our current stockholders the right to purchase our shares is the fairest
         and most equitable approach to raising capital. This rights offering will give you the opportunity to participate in our capital
         raising and maintain, or if other stockholders do not exercise their subscription rights, to increase your proportional
         ownership interest in us. We will have broad discretion in determining how the net proceeds of this rights offering will be
         used. We currently intend to use the net proceeds of this rights offering for general corporate purposes, including
         contribution of amounts to the capital of, and to support, our subsidiary banks.


         How was the $[ • ] per Unit subscription price determined?

              Our board of directors determined that the subscription price should be designed to provide a reasonable price for our
         current stockholders to exercise their subscription rights and our board of directors concluded that the subscription price was
         a reasonable price. Factors considered by our board of directors in determining the subscription price included the amount of
         proceeds desired, the market price of our common stock historically and during the last 30 days, the volatility of the market
         price of our common stock, general conditions in the securities markets, our recent operating results, our financial condition,
         general conditions in the financial services industry, alternatives available to us for raising equity capital, the liquidity of our
         common stock and the fact that we are providing subscribers with an additional benefit in the form of the warrants.
         Ultimately, the subscription price was set using the approximate midpoint of a range between the price equal to 90% of the
         volume weighted average price of our common stock during the 30 trading days preceding the announcement of this rights
         offering and the most recent low closing price of our common stock. In addition, our board of directors engaged McClendon,
         Morrison & Partners, Inc. to advise them with respect to whether this rights offering was a reasonable means, from a
         financial point of view, of raising capital to address the capital and liquidity needs of us and our subsidiary banks.

               The subscription price is not necessarily related to our book value, results of operations, cash flows, financial condition,
         net worth or any other established criteria of value and may or may not be considered the fair value of our common stock at
         the time this rights offering was approved by our board of directors or during the rights offering period. Because the
         subscription price is based on a range that included the 30-day volume weighted average of the trading price of our common
         stock preceding the announcement of this rights offering, it may be above the trading price of our common stock as of the
         date hereof and if the trading price is above the subscription price, it may be advantageous for stockholders to purchase
         additional shares of our common stock on the NYSE Amex rather than pursuant to this rights offering. We cannot assure you
         that the trading price of our common stock will not decline during or after this rights offering. We also cannot assure you
         that you will be able to sell shares purchased in this offering at a price equal to or greater than the subscription price. We do
         not intend to change the subscription price in response to changes in the trading price of our common stock prior to the
         closing of this rights offering.


         Am I permitted to purchase additional Units other than what my basic subscription right entitles me to purchase?

               Yes. There are over-subscription rights available in this rights offering.


         Are we requiring a minimum subscription to complete the rights offering?

               We are not requiring minimum subscriptions to complete this rights offering.


         What is the over-subscription right?

              The over-subscription right contained in each subscription right entitles you, if you have fully exercised your basic
         subscription right, to subscribe for additional Units at the same subscription price per share on a pro rata basis, if any Units
         are not purchased by other holders of subscription rights under their basic subscription rights as of the expiration date. ―Pro
         rata‖ means in proportion to the aggregate number of Units that all subscription rights holders who have requested to
         purchase pursuant to their respective over-subscription rights. No subscriber can own, as a result of the exercise of their
         rights or the oversubscription rights, a number of shares, and warrants to acquire shares, of our common stock which would
         result in such subscriber owning, as of the consummation of the rights


                                                                          v
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         offering, in excess of 9.9% of our common stock, on a fully-diluted basis. See ―The Rights Offering — Over-Subscription
         Right.‖


         What if there is an insufficient number of Units to satisfy the over-subscription requests?

              If there is an insufficient number of Units available to fully satisfy the over-subscription requests of rights holders,
         subscription rights holders who exercised their over-subscription right will receive the available Units pro rata based on the
         aggregate number of Units each subscription rights holder who has subscribed for pursuant to their over-subscription right.
         Any excess subscription payments will be returned, without interest or deduction, promptly after the expiration of the rights
         offering. See ―The Rights Offering — Over-Subscription Right.‖


         Who may participate in this rights offering?

              Holders of record of our common stock as of 5:00 p.m., New York City time, on September 23, 2010, are entitled to
         participate in this rights offering.


         Am I required to subscribe in this rights offering?

               No. However, any stockholder who chooses not to fully exercise its basic subscription rights will experience dilution of
         its equity interest in the company to the extent that other stockholders exercise their subscription rights.


         How long will this rights offering last?

              You will be able to exercise your subscription rights only during a limited period. To exercise your subscription rights,
         you must do so by 5:00 p.m., New York City time, on the expiration date of the subscription rights period which is
         October 29, 2010, unless we extend this rights offering. Accordingly, if a rights holder desires to exercise its subscription
         rights, unless the guaranteed delivery procedures are followed, the subscription agent must actually receive all required
         documents and payments from the rights holder before the expiration time. We may extend the expiration date for any
         reason.


         When will subscriptions be accepted?

               We may, in our discretion, accept basic subscriptions from time to time when received rather than at the expiration of
         the rights offering period. If we accept any basic subscriptions prior to expiration of the offering period, all basic
         subscriptions then received in due form will be accepted. Over-subscription rights will not be accepted until the rights
         offering period has terminated.


         How do I exercise my subscription rights?

              You may exercise your subscription rights by properly completing and signing your subscription rights certificate and
         delivering it, with full payment of the subscription price for the Units for which you are subscribing for the exercise of your
         basic subscription right and, if you so choose, your over-subscription right, to the subscription agent at or prior to the
         expiration time. If you send the subscription rights certificate and other items by mail, we recommend that you send them by
         registered mail, properly insured, with return receipt requested. If you cannot deliver your subscription rights certificate to
         the subscription agent on time, you may follow the guaranteed delivery procedures described under ―The Rights Offering —
         Guaranteed Delivery Procedures.‖ If you are exercising your subscription rights through your broker, dealer, bank or other
         nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents
         and payment for the Units subscribed for in accordance with the instructions and within the time period provided by your
         broker, dealer, bank or other nominee.


         What if my shares are not held in my name?

              If you hold your shares of our common stock in the name of a broker, dealer, bank or other nominee, then your broker,
         dealer, bank or other nominee is the record holder of the shares you own. The record holder must exercise the
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         subscription rights on your behalf for the Units you wish to subscribe for. Therefore, you will need to have your record
         holder act for you.

               If you wish to participate in this rights offering and purchase Units, please promptly contact the record holder of your
         shares. We will ask the record holder of your shares, who may be your broker, dealer, bank or other nominee, to notify you
         of this rights offering.


         May the board of directors cancel this rights offering?

              Yes. The board of directors may decide to cancel this rights offering prior to the acceptance of any subscriptions at any
         time for any reason.


         If this rights offering is terminated, will my subscription payment be refunded to me?

               Yes. If we terminate this rights offering, all subscription payments will be returned as soon as practicable following the
         termination. We will not pay interest on, or deduct any amounts from, subscription payments if we terminate this rights
         offering. If we terminate this rights offering, we will not be obligated to issue Units to rights holders who have exercised
         their subscription rights prior to termination.


         May I transfer, sell or give away my subscription rights?

              No. You may not sell, give away or otherwise transfer your subscription rights. However, your subscription rights may
         be transferred to your affiliates or by operation of law, for example, upon death. See ―The Rights Offering —
         Non-Transferability of Subscription Rights.‖


         How many Units may I purchase?

               You will receive one subscription right for each share of our common stock that you owned as a holder of record as of
         5:00 p.m., New York City time, on September 23, 2010. We will not distribute fractional subscription rights, but instead we
         will round up the aggregate number of subscription rights you receive to the next whole number. Each subscription right
         entitles you to purchase one Unit at a subscription price equal to $[ • ] per Unit. In addition, you may exercise your
         over-subscription right, subject to proration and limited to that number of shares and warrants to acquire shares which would
         result in you owning, as of the consummation of the rights offering, no more than 9.9% of our common stock, on a
         fully-diluted basis. See ―The Rights Offering — Over-Subscription Right‖.


         Are there risks associated with exercising my subscription rights?

              Yes. The exercise of your subscription rights involves buying additional shares of our common stock and warrants to
         acquire shares of our common stock and should be considered as carefully as you would consider the acquisition of
         additional shares of our common stock in the market or any other equity investment. Among other things, you should
         carefully consider the risks described under the heading ―Risk Factors‖ beginning on page 11.


         After I exercise my subscription rights, may I change my mind and cancel my purchase?

              No. Once you send in your subscription rights certificate and payment, you cannot revoke the exercise of your
         subscription rights, even if you later learn information about us that you consider to be unfavorable and even if the market
         price of our common stock is below the $[ • ] per Unit subscription price. However, if we amend this rights offering in a way
         which we believe is material, we will extend this rights offering and offer all rights holders the right to revoke any
         subscription submitted prior to such amendment upon the terms and conditions we set forth in the amendment. The extension
         of the expiration date of this rights offering will not, in and of itself, be considered a material amendment for these purposes.
         You should not exercise your subscription rights unless you are certain that you wish to purchase Units at a price of $[ • ] per
         Unit. See ―The Rights Offering — No Revocation of Exercised Subscription Rights.‖


         What happens if I choose not to exercise my subscription rights?
     You will retain your current number of shares of our common stock even if you do not exercise your subscription
rights. However, if other stockholders exercise their subscription rights and you do not, the percentage


                                                            vii
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         of our issued and outstanding common stock that you own will diminish, and your voting and other rights will be diluted.
         Your subscription rights will expire and have no value if they are not exercised by the expiration time.


         Will I be charged any fees if I exercise my subscription rights?

              We will not charge a fee to holders for exercising their subscription rights. However, any holder exercising its
         subscription rights through a broker, dealer, bank or other nominee will be responsible for any fees charged by its broker,
         dealer, bank or other nominee.


         What should I do if I want to participate in the rights offering, but I am a stockholder with a foreign address?

               Subscription rights certificates will not be mailed to foreign stockholders whose address of record is outside the United
         States and Canada, or is an Army Post Office (APO) address or Fleet Post Office (FPO). If you are a foreign stockholder,
         you will be sent written notice of this offering. The subscription agent will hold your rights, subject to you making
         satisfactory arrangements with the subscription agent for the exercise of your rights, and follow your instructions for the
         exercise of the rights if such instructions are received by the subscription agent at or before 11:00 a.m., New York City time,
         on October 26, 2010, three business days prior to the expiration date (or, if this offering is extended, on or before three
         business days prior to the extended expiration date). If no instructions are received by the subscription agent by that time,
         your rights will expire without any payment to you of those unexercised rights.


         Will our officers, directors and significant stockholders be exercising their rights?

              Our officers, directors and greater than 5% beneficial stockholders may participate in this offering, but none of our
         officers, directors or greater than 5% beneficial stockholders are obligated to so participate.


         Will the subscription rights be listed on a stock exchange or trading market?

              No. The subscription rights may not be sold, transferred or assigned to anyone else and will not be listed on the NYSE
         Amex or any other stock exchange or trading market or on the OTC Bulletin Board. Our common stock trades on the NYSE
         Amex under the symbol ―MBR‖ and the shares of our common stock to be issued in connection with this rights offering
         (either directly or pursuant to exercise of the warrants issued in connection with this rights offering) will also be listed on the
         NYSE Amex under the same symbol. The warrants will not be listed on the NYSE Amex or any other stock exchange or
         trading market or on the OTC Bulletin Board. See ―The Rights Offering — Non Transferability of Subscription Rights.‖


         If I exercise my subscription rights, when will I receive the shares and warrants for which I have subscribed?

              We will issue the shares of our common stock and warrants comprising the Units for which subscriptions have been
         properly received as soon as practicable after this rights offering expires or, in our discretion, after acceptance, from time to
         time, of subscriptions relating to basic subscription rights.


         How many shares of our common stock are currently issued and outstanding, and how many shares will be issued
         and outstanding after this rights offering?

              As of [ • ], 2010, we had a total of 8,703,330 shares of our common stock issued and outstanding. The number of shares
         of our common stock that will be issued and outstanding after this rights offering will depend on the number of shares of our
         common stock that are purchased in this rights offering. If we sell all of the shares of our common stock being offered, then
         we will issue 8,703,330 shares of our common stock and warrants to acquire an additional 8,703,330 shares of our common
         stock. In that case, there will be approximately 17,406,660 shares of our common stock issued and outstanding after this
         rights offering, as well as warrants issued and outstanding to acquire an additional 8,703,330 shares of our common stock.
         This would represent an increase of approximately 100% in the number of issued and outstanding shares of our common
         stock and an increase of approximately 200% in our fully-diluted common stock.


                                                                        viii
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         How much money will we receive from this rights offering?

               If we sell all of the Units being offered, we will receive gross proceeds (before expenses) of approximately
         $[ • ] million. We are offering the Units in this rights offering with no minimum purchase requirement. As a result, we may
         not sell all or any of the Units being offered.


         What are the United States federal income tax consequences to me of exercising my subscription rights?

              The receipt and exercise of your subscription rights are intended to be nontaxable events. You should seek specific tax
         advice from your personal tax advisor. See ―Material U.S. Federal Income Tax Considerations — Taxation of Stockholders.‖


         Has the board of directors made a recommendation as to whether I should exercise my subscription rights?

              No. Our board of directors has not made any recommendation as to whether you should exercise your subscription
         rights. You should decide whether to subscribe for Units or simply take no action with respect to your subscription rights
         based upon your own assessment of your best interests. We cannot assure you that the market price for our common stock
         will be above the subscription price or that anyone purchasing shares at the subscription price will be able to sell those shares
         in the future at the same price or a higher price. We urge you to make your decision based on your own assessment of our
         business and financial condition, our prospects for the future, the terms of this rights offering, and the information in, or
         incorporated by reference into, this prospectus. Please see ―Risk Factors‖ on page 11 for a discussion of some of the risks
         involved in investing in our Units.


         Who is the subscription agent for the rights offering?

              The subscription agent is Illinois Stock Transfer Co. The address for delivery to the subscription agent is 209 West
         Jackson Boulevard, Suite 903, Chicago, Illinois 60606.


         What if I have other questions?

              If you have any questions or need further information about this offering, please contact Morrow & Company, LLC, our
         information agent for this offering, at (203) 658-9400 (for brokerage firms and banks) or toll-free at (800) 607-0088 (for
         shareholders).

               In addition, McClendon, Morrison & Partners, Inc. will act as dealer-manager for this offering. Pursuant to the
         engagement letter and the dealer-manager agreement with McClendon, Morrison & Partners, Inc., we are obligated to pay to
         McClendon, Morrison & Partners, Inc., as compensation, an advisory fee for the advisory services enumerated above, equal
         to 2% of the gross proceeds from the exercise of rights in this rights offering, subject to certain exceptions (including with
         respect to any proceeds from rights exercised by R. Dean Phillips or his related entities or affiliates), upon completion of this
         rights offering, and up to $75,000 in expenses. We are also obligated to pay any broker-dealer where the holder exercising
         such rights indicates in writing that such broker-dealer has solicited such exercise, a cash commission of up to 3% of the
         gross proceeds from the exercise of such right by the rights holder. We have also agreed to indemnify the dealer-manager
         for, or contribute to losses arising out of, certain liabilities, including liabilities under the Securities Act of 1933. Pursuant to
         the dealer-manager agreement we will enter into with McClendon, Morrison & Partners, Inc., McClendon, Morrison &
         Partners, Inc. will not be subject to any liability to us in rendering the services contemplated by the dealer-manager
         agreement except for any act of bad faith or gross negligence of McClendon, Morrison & Partners, Inc.

              For purposes of the commissions payable to McClendon, Morrison & Partners, Inc. and other broker-dealers in
         connection with the exercise of rights in this rights offering, the Company has assumed (with McClendon, Morrison &
         Partners, Inc.‘s permission) that the warrant included in each Unit has no current fair market value and therefore that the
         commission is payable solely on the shares of common stock included in the Unit and on the shares of common stock issued
         upon exercise of the warrant, if exercised.


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                                                             PROSPECTUS SUMMARY

                  This summary highlights information contained elsewhere in this prospectus or incorporated by reference in this
             prospectus. This summary does not contain all of the information that you should consider before making an investment
             decision. Before making an investment decision, you should read carefully this entire prospectus, including the matters
             discussed in “Risk Factors” beginning on page 11 in this prospectus, our Annual Report on Form 10-K for the fiscal year
             ended December 31, 2009, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30,
             2010, as such risk factors may be amended, updated or modified periodically in our reports filed with the SEC, and the
             financial data and related notes and the reports incorporated by reference in this prospectus.


             Mercantile Bancorp, Inc.

                   We are a multi-state bank holding company, headquartered in Quincy, Illinois. We were incorporated on April 15, 1983
             for the purpose of enabling Mercantile Bank (formerly known as Mercantile Trust & Savings Bank), an Illinois banking
             corporation, to operate within a bank holding company structure. Several of our subsidiary banks serve rural communities,
             and a significant portion of our business is related directly or indirectly to the agricultural industry. However, we have
             diversified in recent years by expanding into metropolitan areas.

                  As of June 30, 2010, we had total assets of approximately $1.0 billion and total deposits of approximately $868 million,
             and as of December 31, 2009, we had total assets of approximately $1.4 billion and total deposits of approximately
             $955 million. Mercantile Bank has represented on average approximately 75% of our revenue from continuing operations
             and 48% of our pre-consolidated assets annually. Most of our loans are related to real estate with, on average, approximately
             70% being farmland, construction, commercial and mortgage loans.

                  Through our subsidiaries, we conduct a full-service consumer and commercial banking business, which includes mainly
             deposit gathering, safekeeping and distribution; lending for commercial, financial and agricultural purposes, real estate
             purposes (including farmland, construction and mortgages), and consumer purposes; and asset management including trust,
             estate and agency management, retail brokerage services, and agricultural business management. Notwithstanding the broad
             range of services and products, approximately 76% of our revenue is derived on average annually from our subsidiaries‘
             lending activities. The other principal revenue sources are interest and dividends on investment securities with
             approximately 9% of revenue on average, service charges and fees on customer accounts with approximately 4% of revenue
             on average, and all asset management services combined with approximately 6% of revenue on average.

                   Our principal, direct activities consist of owning and supervising our subsidiary banks, through which we derive most
             of its revenues. We direct the policies and coordinate the financial resources of the banks. We provide and perform various
             technical and advisory services for the banks, coordinate the banks‘ general policies and activities, and participate in the
             banks‘ major decisions.


                Wholly Owned Subsidiaries

                    As of June 30, 2010, we were the sole shareholder of the following subsidiary banks:

                    • Mercantile Bank, located in Quincy, Illinois; and

                    • Royal Palm Bancorp, Inc., which we refer to as Royal Palm, and which is the sole shareholder of The Royal Palm
                      Bank of Florida, which we refer to as Royal Palm Bank, located in Naples, Florida

                   On February 26, 2010, we consummated the sale of two other subsidiary banks of which we had been the sole
             shareholder: Marine Bank & Trust, located in Carthage, Illinois, and Brown County State Bank, located in Mt. Sterling,
             Illinois.


                Majority-Owned Subsidiaries

                  As of June 30, 2010, we were the majority, but not sole, shareholder of Mid-America Bancorp, Inc., which we refer to
             as Mid-America, which is the sole shareholder of Heartland Bank, located in Leawood, Kansas. We own 55.5%
             (84,600 shares) of the outstanding voting stock of Mid-America. As of June 30, 2010, we held approximately
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             $10.9 million of secured subordinated debt of Mid-America, convertible at any time into voting stock of Mid-America. If we
             were to convert all of the secured subordinated debt, as of June 30, 2010, assuming all other holders of subordinated debt of
             Mid-America also fully convert their secured subordinated debt into voting stock, we would have held approximately 86.4%
             of the voting stock of Mid-America.


             Recent Developments

                  On August 16, 2010, we reported results for second quarter and six months 2010. For the quarter ended June 30, 2010,
             we reported an unaudited net loss from both continuing and discontinued operations of $4.5 million or $(0.51) per share
             compared with a net loss of $52.0 million or $(5.98) per share in second quarter 2009. Our 2009 financial statements have
             been restated to reflect discontinued operations due to the sale or exchange for debt of three of our subsidiary banks in
             December 2009 and February 2010.

                  Our second quarter 2010 results reflected a 25% decrease in our loan loss provision and a 20% increase in net interest
             income. Our provision for loan losses was $7.2 million for second quarter 2010, compared to $9.5 million in the same period
             a year ago. Our net interest income was $6.3 million in the second quarter of 2010, compared with $5.2 million in the prior
             year quarter. In second quarter 2009, we also recorded a $30.4 million goodwill impairment loss (adjusted to reflect only our
             continuing operations). Since that date, we have carried no goodwill on our balance sheet.

                  On a consecutive quarter basis, our second quarter 2010 net interest income of $6.3 million reflected an increase of
             $147 thousand over $6.1 million compared to the first quarter of 2010. This was the third consecutive quarter-over-quarter
             improvement in net interest income, reflecting both improved cost of funds management at our banks and our reduced debt.
             Total noninterest income in second quarter 2010 was $2.2 million compared with $1.9 million in first quarter 2010 and
             $2.1 million in second quarter 2009.

                   Second quarter and first half 2010 results were negatively impacted by a loan loss provision of $2.0 million to increase
             the specific reserve to 50% of the carrying value of subordinated debentures (essentially a bank-to-bank loan) held by two of
             our subsidiary banks. The issuer of the debentures is a financial institution in a weakened capital position, although it is
             current on all interest payments due on the debentures. While this institution is actively seeking a sale or merger, we deemed
             it prudent to reserve half of the $4.5 million exposure.

                  Our total assets at June 30, 2010 declined to $1.0 billion, compared with $1.4 billion at December 31, 2009, primarily
             reflecting elimination of the assets held by the two subsidiary banks sold in February 2010, as well as the reduction of loan
             portfolios at our remaining subsidiary banks. Our total loans, net of allowance for losses, from continuing operations at
             June 30, 2010 were $703.4 million versus $757.8 million at December 31, 2009 as we continued to eliminate troubled loans
             and specific lending relationships that were not able to meet stronger credit standards.

                  Our total deposits from continuing operations at June 30, 2010 decreased to $868.2 million compared with
             $954.5 million at December 31, 2009, reflecting decreased funding required for the loan portfolio that allowed for a
             reduction in higher-cost time deposits, with a focus on further developing core deposit relationships.


                First Half Results

                  In the first half of 2010, we generated $20.2 million in interest income and fees from loans, compared with
             $22.7 million in first half 2009. Our net interest margin for the first half of 2010 was 2.58% compared with 1.90% a year
             ago. Our allowance for loan losses as a percentage of total loans at June 30, 2010 was 3.11%, compared with 2.43% at
             June 30, 2009.

                   As of June 30, 2010, we held $24.7 million in other real estate owned (OREO). Approximately $20.3 million or 82%
             was in construction, land development and other land (primarily unimproved land), 10% or $2.6 million was in commercial
             real estate and 7% or approximately $1.7 million was residential real estate. Mercantile Bank had $17.8 million in OREO at
             June 30, 2010, representing a significant increase from $2.8 million held at the end of first half 2009.


                                                                        2
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                Subsidiary Bank Operating Highlights

                  Mercantile Bank, which represents approximately 75% of our consolidated assets, continues to generate solid
             performance despite relatively flat loan demand. The bank‘s served markets, including Quincy, Illinois, St. Joseph, Missouri
             and Carmel, Indiana, did not suffer dramatic economic declines that were seen in other areas of the country, but did not show
             meaningful growth in first half 2010.

                  For the six months of 2010, Mercantile Bank recorded net interest income of $11.1 million, a 9.3% increase compared
             with $10.2 million in first half 2009. A 39% reduction in interest expense contributed to a rise in net interest margin of
             3.21% compared with 2.80% for the same period in 2009.

                   Deposits grew to $623.5 million at June 30, 2010, compared with $607.2 million for the prior year. Mercantile Bank‘s
             efficiency ratio improved to 64.8% in the first half of 2010 compared with 84.5% in first half 2009.

                  Heartland Bank, the wholly owned subsidiary of Mid-America Bancorp, Inc., in which we hold a 55.5% ownership,
             continued to make operational improvements in the first half of 2010. Net interest income rose to $1.3 million compared
             with $1.1 million in first half 2009, interest expense declined to $1.8 million versus $2.6 million the prior year‘s first half
             and it reduced its non-interest expense to $2.3 million compared with $3.1 million in first half 2009.

                  Royal Palm Bank recorded net interest income of $1.5 million for the first six months of 2010, a slight increase over the
             same period in 2009. Loan loss provision declined significantly to $3.6 million for the six months of 2010, compared with
             $7.4 million in first half 2009.


             Recent Legislation

                  On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
             ―Dodd-Frank Act‖), into law. The Dodd-Frank Act will have a broad impact on the financial services industry, including
             significant regulatory and compliance changes such as, among other things, (1) enhanced resolution authority of troubled
             and failing banks and their holding companies; (2) increased capital and liquidity requirements; (3) increased regulatory
             examination fees; (4) changes to assessments to be paid to the FDIC for federal deposit insurance; and (5) numerous other
             provisions designed to improve supervision and oversight of, and strengthening safety and soundness for, the financial
             services sector. Additionally, the Dodd-Frank Act establishes a new framework for systemic risk oversight within the
             financial system to be distributed among new and existing federal regulatory agencies, including the Financial Stability
             Oversight Council, the Board of Governors of the Federal Reserve System (the ―Federal Reserve‖), the Office of the
             Comptroller of the Currency (the ―OCC‖), and the Federal Deposit Insurance Corporation (the ―FDIC‖).

                  The following items provide a brief description of the impact of the Dodd-Frank Act on the operations and activities,
             both currently and prospectively, of the Company and its subsidiaries.

                   Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits.
             Amendments to the Federal Deposit Insurance Act also revise the assessment base against which an insured depository
             institution‘s deposit insurance premiums paid to the FDIC‘s Deposit Insurance Fund (the ―DIF‖), will be calculated. Under
             the amendments, the assessment base will no longer be the institution‘s deposit base, but rather its average consolidated total
             assets less its average equity. Additionally, the Dodd-Frank Act makes changes to the minimum designated reserve ratio of
             the DIF, increasing the minimum from 1.15%to 1.35% of the estimated amount of total insured deposits, and eliminating the
             requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. Several
             of these provisions could increase the FDIC deposit insurance premiums paid by our insured depository institution
             subsidiaries. The Dodd-Frank Act also provides that, effective one year after the date of enactment, depository institutions
             may pay interest on demand deposits.

                   Trust Preferred Securities. Under the Dodd-Frank Act, bank holding companies are prohibited from including in their
             regulatory Tier 1 capital hybrid debt and equity securities issued on or after May 19, 2010. Among the hybrid debt and
             equity securities included in this prohibition are trust preferred securities, which the Company has used in the past as a tool
             for raising additional Tier 1 capital and otherwise improving its regulatory


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             capital ratios. Although the Company is permitted to continue to include our existing trust preferred securities as Tier 1
             capital, the prohibition on the use of these securities as Tier 1 capital going forward may limit the Company‘s ability to raise
             capital in the future.

                  The Consumer Financial Protection Bureau. The Dodd-Frank Act creates a new, independent Consumer Financial
             Protection Bureau (the ―Bureau‖) within the Federal Reserve. The Bureau is tasked with establishing and implementing rules
             and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer
             financial products and services. The Bureau has rulemaking authority over many of the statutes governing products and
             services offered to bank consumers. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and
             regulations that are stricter than those regulations promulgated by the Bureau and state attorneys general are permitted to
             enforce consumer protection rules adopted by the Bureau against certain state-chartered institutions. Although our bank
             subsidiaries do not currently offer many of these consumer products or services, compliance with any such new regulations
             would increase our cost of operations and, as a result, could limit our ability to expand into these products and services.

                   Increased Capital Standards and Enhanced Supervision. The federal banking agencies are required to establish
             minimum leverage and risk-based capital requirements for banks and bank holding companies. These new standards will be
             no lower than existing regulatory capital and leverage standards applicable to insured depository institutions and may, in
             fact, be higher when established by the agencies. Compliance with heightened capital standards may reduce our ability to
             generate or originate revenue-producing assets and thereby restrict revenue generation from banking and non-banking
             operations. The Dodd-Frank Act also increases regulatory oversight, supervision and examination of banks, bank holding
             companies and their respective subsidiaries by the appropriate regulatory agency. Compliance with new regulatory
             requirements and expanded examination processes could increase our cost of operations.

                  Transactions with Affiliates. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates
             under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of ―covered transactions‖
             and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained.

                   Transactions with Insiders. Insider transaction limitations are expanded through the strengthening on loan restrictions
             to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions,
             repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also
             placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market
             terms and, in certain circumstances, approved by the institution‘s board of directors.

                   Enhanced Lending Limits. The Dodd-Frank Act strengthens the existing limits on a depository institution‘s credit
             exposure to one borrower. Federal banking law currently limits a national bank‘s ability to extend credit to one person (or
             group of related persons) in an amount exceeding certain thresholds. The Dodd-Frank Act expands the scope of these
             restrictions to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and
             borrowing transactions. It also eventually will prohibit state-chartered banks (such as the Company‘s banking subsidiaries)
             from engaging in derivative transactions unless the state lending limit laws take into account credit exposure to such
             transactions.

                  Corporate Governance. The Dodd-Frank Act addresses many corporate governance and executive compensation
             matters that will affect most U.S. publicly traded companies, including us. The Dodd-Frank Act (1) grants shareholders of
             U.S. publicly traded companies an advisory vote on executive compensation; (2) enhances independence requirements for
             compensation committee members; (3) requires companies listed on national securities exchanges to adopt incentive-based
             compensation clawback policies for executive officers; and (4) provides the SEC with authority to adopt proxy access rules
             that would allow shareholders of publicly traded companies to nominate candidates for election as a director and have those
             nominees included in a company‘s proxy materials.

                 Many of the requirements called for in the Dodd-Frank Act will be implemented over time and most will be subject to
             implementing regulations over the course of several years. While our current assessment is that the


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             Dodd-Frank Act will not have a material effect on the Company‘s operations, given the uncertainty associated with the
             manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through
             regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting
             from the Dodd-Frank Act may impact the profitability of business activities, require changes to certain of our business
             practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our
             business. These changes may also require us to invest significant management attention and resources to evaluate and make
             any changes necessary to comply with new statutory and regulatory requirements. Failure to comply with the new
             requirements may negatively impact our results of operations and financial condition. While we cannot predict what effect
             any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these
             changes could be materially adverse to our investors.


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                                                            THE RIGHTS OFFERING

                 For a more complete description of the terms of this offering being made by this prospectus, see “The Rights Offering”
             and “Description of Securities” in this prospectus.

             Securities Offered                           We are distributing at no cost or charge to you one subscription right for each
                                                          share of common stock that you owned as of 5:00 p.m., New York City time,
                                                          on the record date, September 23, 2010, either as a holder of record or, in the
                                                          case of shares held of record by brokers, custodian banks or other nominees
                                                          on your behalf, as beneficial owner of the shares. These rights may be
                                                          exercised only by you, and cannot be sold, transferred or assigned to anyone
                                                          else.

                                                          We will not distribute fractional subscription rights, but instead we will round
                                                          up the aggregate number of subscription rights you receive to the next whole
                                                          number.

             Basic Subscription Right                     For each subscription right that you own, you will have a basic subscription
                                                          right to buy from us one Unit at the subscription price. Each Unit consists of
                                                          one share of our common stock and a warrant to purchase one share of our
                                                          common stock. You may exercise your basic subscription right for some or all
                                                          of your basic subscription rights, or you may choose not to exercise any of
                                                          your basic subscription rights.

             Over-Subscription Right                      If you elect to exercise your basic subscription right in full, you may also
                                                          subscribe for additional Units at the same subscription price per Unit. If an
                                                          insufficient number of Units are available to fully satisfy the
                                                          over-subscription right requests, the available Units will be distributed pro
                                                          rata among rights holders who exercised their over-subscription right based
                                                          on the aggregate number of Units requested pursuant to over-subscription
                                                          rights. No subscriber can own, as a result of the exercise of its
                                                          over-subscription right, a number of shares and warrants to acquire shares
                                                          which would result in such subscriber owning, as of the consummation of this
                                                          rights offering, in excess of 9.9% of our common stock, on a fully-diluted
                                                          basis. The subscription agent will return any excess payments by mail without
                                                          interest or deduction promptly after the expiration of the rights offering.

             Subscription Price                           The subscription price per Unit shall be equal to $[ • ], which is the
                                                          approximate midpoint of a range between the price equal to 90% of the
                                                          volume weighted average price of our common stock during the 30 trading
                                                          days preceding the announcement of this rights offering and the most recent
                                                          low closing price of our common stock. You may pay the purchase price for
                                                          the Units either by wire transfer or by check, or as instructed by your
                                                          broker-dealer, bank or other nominee who is the record holder of your shares
                                                          of our common stock. Your exercise of subscription rights will not be
                                                          considered effective until your payment has cleared. In the case of
                                                          immediately available funds, such as a wire transfer, funds will be deemed to
                                                          clear upon receipt, but in the case of a check, up to five business days may be
                                                          required for clearing and the check must clear prior to the expiration of the
                                                          rights offering period.

             Minimum Subscriptions                        There is no minimum subscription amount under which we would be required
                                                          to cancel or terminate the rights offering.

             Record Date                                  September 23, 2010.


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             Expiration Date                              The subscription rights will expire at 5:00 p.m., New York City time, on
                                                          October 29, 2010, unless the expiration date is extended. We reserve the right
                                                          to extend the subscription rights period at our sole discretion.

             Procedures for Exercising Subscription       The subscription rights may be exercised at any time during the subscription
             Rights                                       period, which commences on the date of this prospectus. To exercise your
                                                          subscription rights, you must properly complete the enclosed subscription
                                                          rights certificate and deliver it, along with the full subscription price, to the
                                                          subscription agent, Illinois Stock Transfer Co., before 5:00 p.m., New York
                                                          City time, on October 29, 2010, unless the expiration date is extended.

                                                          If you use the mail, we recommend that you use insured, registered mail,
                                                          return receipt requested. If you cannot deliver your subscription rights
                                                          certificate to the subscription agent on time, you may follow the guaranteed
                                                          delivery procedures described below under the heading entitled ―The Rights
                                                          Offering — Guaranteed Delivery Procedures.‖

             Net Proceeds of Offering                     The net proceeds to us will depend on the number of subscription rights that
                                                          are exercised. If we issue all 8,703,330 Units available for the exercise of
                                                          subscription rights in the rights offering, the net proceeds to us, after
                                                          deducting estimated offering expenses, will be approximately $[ • ] million.
                                                          We currently intend to use the net proceeds of this rights offering for general
                                                          corporate purposes, including contribution to the capital of, and to support,
                                                          our subsidiary banks as needed. See ―Use of Proceeds.‖

             Non-Transferability of Subscription Rights   The subscription rights may not be sold, transferred or assigned to anyone
                                                          else and will not be listed for trading on the NYSE Amex or any other stock
                                                          exchange or trading market or on the OTC Bulletin Board. See ―The Rights
                                                          Offering — Non-Transferability of Subscription Rights.‖

             No Revocation of Exercise by Stockholders    All exercises of subscription rights are irrevocable, even if you later learn
                                                          information about us that you consider unfavorable. You should not exercise
                                                          your subscription rights unless you are certain that you wish to purchase the
                                                          Units offered pursuant to the rights offering. See ―The Rights Offering — No
                                                          Revocation of Exercised Subscription Rights.‖

             Conditions to the Rights Offering            The completion of the rights offering is subject to the conditions described in
                                                          the section below entitled ―The Rights Offering — Cancellation and
                                                          Amendment of Rights Offering.‖

             Amendment; Cancellation                      We may amend the terms of the rights offering or extend the rights offering
                                                          period. If the rights offering is cancelled, all subscription payments received
                                                          by the subscription agent or by us will be returned, without interest or penalty,
                                                          as soon as practicable to those persons who subscribed for shares in the rights
                                                          offering.

             No Board Recommendation                      Our board of directors is making no recommendations regarding your exercise
                                                          of the subscription rights. You are urged to make your own decision whether
                                                          or not to exercise your subscription rights based on your own assessment of
                                                          our business and the rights offering. See ―Risk Factors‖ beginning on page 11.


                                                                       7
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             Issuance of Shares of Common Stock and      If you purchase Units through the rights offering, we will issue the shares of
             Warrants Comprising Units                   common stock and warrants comprising those Units to you as soon as
                                                         practicable after the completion of the rights offering or, if we accept
                                                         subscriptions relating to basic subscription rights sooner, as soon as
                                                         practicable after any such acceptance.

             Listing of Common Stock                     Neither the subscription rights nor the warrants will be listed on the NYSE
                                                         Amex or any other stock exchange or trading market or on the OTC
                                                         Bulletin Board. Our common stock trades on the NYSE Amex under the
                                                         symbol ―MBR,‖ and the shares to be issued in connection with the rights
                                                         offering, as well as those underlying the warrants, will also be listed on the
                                                         NYSE Amex under the same symbol.

             Certain Material U.S. Federal Income Tax    The receipt and exercise of your subscription rights will generally not be
             Considerations                              taxable under U.S. federal income tax laws. However, you should seek
                                                         specific tax advice from your tax advisor in light of your tax situation and as
                                                         to the applicability and effect of any other tax laws. See ―Material U.S.
                                                         Federal Income Tax Considerations.‖

             Subscription Agent                          Illinois Stock Transfer Co.

             Shares of Common Stock Outstanding          As of [ • ], 2010, 8,703,330 shares of our common stock were outstanding.
             Before the Rights Offering

             Shares of Common Stock Outstanding After We will issue up to 8,703,330 shares of our common stock in the rights
             Completion of the Rights Offering        offering, depending on the number of subscription rights that are exercised.
                                                      Assuming there are no changes in the number of outstanding shares of our
                                                      common stock prior to the expiration of the rights offering period, and based
                                                      on the number of shares of our common stock outstanding as of [ • ], 2010, if
                                                      we issue all 8,703,330 shares of our common stock available for the exercise
                                                      of subscription rights in the rights offering, we would have 17,406,660 shares
                                                      of our common stock outstanding following the completion of the rights
                                                      offering.

                                                         In addition, we will issue warrants to purchase up to 8,703,330 shares of our
                                                         common stock in the rights offering, depending on the number of subscription
                                                         rights that are exercised.

             Risk Factors                                Stockholders considering making an investment by exercising subscription
                                                         rights in the rights offering should carefully read and consider the information
                                                         set forth in the section entitled ―Risk Factors‖ beginning on page 11 of this
                                                         prospectus, together with the other information contained in or incorporated
                                                         by reference into this prospectus supplement and the accompanying
                                                         prospectus, including the information contained under the heading ―Risk
                                                         Factors‖ in our Annual Report on Form 10-K for our fiscal year ended
                                                         December 31, 2009, filed with the SEC and any updates of those Risk Factors
                                                         contained in our Quarterly Reports on Form 10-Q, before making a decision
                                                         to invest in Units.

             Fees and Expenses                           We will pay the fees and expenses related to this rights offering.


                                                                     8
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                               SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

                   The following table presents our selected consolidated financial data for the six months ended June 30, 2010 and each
             of the five years in the period ended December 31, 2009. We derived our balance sheet and income statement data for the
             years ended December 31, 2009, 2008, 2007, 2006 and 2005, from our audited consolidated financial statements. We
             derived our balance sheet and income statement data for the six-month period ended June 30, 2010 from our unaudited
             condensed consolidated financial statements, which include all adjustments, consisting only of normal, recurring adjustments
             that our management considers necessary for the fair presentation of our financial condition and results of operations for that
             period. The data has been revised to separately state income (loss) from discontinued operations for each period represented.
             Operating results for the period ended June 30, 2010 are not necessarily indicative of results that may be expected for the
             entire year ended December 31, 2010. See ―Risk Factors‖ beginning on page 11 and the notes to our consolidated financial
             statements. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by,
             our consolidated financial statements and the accompanying notes and the other information included elsewhere, or
             incorporated by reference, in this prospectus.


                                            Six Months
                                           Ended June 30,                                   Year Ended December 31,
                                               2010               2009                 2008               2007                2006            2005
                                                                         (Dollars in thousands, except per share data)


             BALANCE SHEET
              ITEMS
              Securities                   $    124,443      $    130,484       $     194,097      $     205,757         $     188,579   $    165,066
              Loans held for sale                 2,199               681               4,366              3,338                 1,660          3,635
              Loans                             723,812           775,989           1,339,374          1,212,051             1,031,656        857,648
              Allowance for loan
                 losses                          22,608            18,851              23,467              12,794              10,613           8,082
              Discontinued
                 operations, assets
                 held for sale                      N/A            285,992               N/A                N/A                   N/A             N/A
              Total assets                     1,008,792         1,390,482          1,774,983          1,639,145             1,422,827       1,137,824
              Total deposits                     868,173           954,524          1,462,276          1,319,459             1,166,814         946,129
              Short-term borrowings               13,823            30,740             49,227             45,589                26,338          32,587
              Long-term debt                      76,858            87,030            146,519            143,358               107,249          51,720
              Discontinued
                 operations, liabilities
                 held for sale                     N/A            264,044                 N/A                N/A                 N/A             N/A
              Noncontrolling interest             1,790             3,901                5,735              9,446               9,198           7,561
              Stockholders‘ equity,
                 net of noncontrolling
                 interest                        38,005            41,302              98,957            108,282              100,658          91,488
             RESULTS OF
              OPERATIONS
              Interest and dividend
                 income                    $     22,775      $     50,317       $      58,906      $       67,075        $     52,291    $     38,722
              Interest expense                   10,354            29,101              37,152              40,489              28,470          17,314
              Net interest income                12,421            21,216              21,754              26,586              23,821          21,408
              Provision for loan
                 losses                          11,140            22,083              23,176               2,724               3,401           1,828
              Noninterest income                  4,125             7,791               9,157              10,445              11,196           6,195
              Noninterest expense                17,255            71,483              38,574              27,766              21,620          18,450
              Income tax expense
                 (benefit)                        (3,037 )         (12,137 )           (11,371 )              952               3,062           1,578
              Income (loss) from
                 continuing operations            (8,812 )         (52,422 )           (19,468 )            5,589               6,934           5,747
              Income (loss) from
                 discontinued
                 operations                        3,210            (7,958 )             7,326              5,034               4,177           4,405
              Noncontrolling interest             (2,111 )          (1,833 )            (3,321 )              622                 792             648
              Net income (loss)                   (3,491 )         (58,547 )            (8,821 )           10,001              10,319           9,504
9
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                                                   Six Months
                                                  Ended June 30,                             Year Ended December 31,
                                                      2010             2009               2008             2007              2006           2005
                                                                         (Dollars in thousands, except per share data)


             CAPITAL RATIOS
               Total capital to risk-weighted
                 assets                                12.39 %         10.62 %             9.25 %          10.49 %            10.92 %        11.75 %
               Tier 1 capital to risk-weighted
                 assets                                 6.19            5.31               6.10             7.86               9.70          10.88
               Tier 1 capital to average assets         4.64            3.31               5.08             6.72               8.09           9.00
             PER SHARE DATA
               Basic earnings (loss) per share
                 — continuing operations(1)        $    (0.77 )    $    (5.81 )      $    (1.85 )      $    0.57         $     0.72     $     0.61
               Basic earnings (loss) per share
                 — discontinued operations(1)           0.37            (0.91 )          (0.84 )            0.58               0.46           0.47
               Cash dividends                           N/A              N/A              0.24              0.24               0.21           0.20
               Book value                               4.37             4.75            11.37             12.43              11.50          10.35
             OTHER INFORMATION
               Return on average assets(2)              (0.62 )%        (4.43 )%          (1.46 )%          0.48 %             0.76 %         0.77 %
               Return on average equity(2)             (16.84 )        (68.42 )          (15.38 )           4.77               6.59           5.95
               Dividend payout ratio                     N/A             N/A             (23.68 )          20.87              17.80          18.52
               Net interest margin(2)                    2.58            2.01              2.20             2.86               3.38           3.55
               Average stockholders‘ equity to
                 average assets                         3.67            4.27               6.19             7.08               7.87           8.33
               Allowance for loan losses to
                 total gross loans                      3.11            2.43               1.75             1.06               1.03           0.94
               Allowance for loan losses to
                 total net loans                        3.21            2.49               1.78             1.06               1.04           0.95
               Allowance for loan losses to
                 non-performing loans                  58.92           37.09             61.74             55.62             165.98         162.29
               Total non-performing assets to
                 total assets                           6.26            4.83               2.71             1.60               0.47           0.48
               Non-performing loans to total
                 loans                                  5.29            6.54               2.83             1.89               0.62           0.58
               Full service offices                       12              17                 26               27                 22             18



              (1) In December 2007, our board of directors approved a three-for-two stock split. Share and per share data in the selected
                  consolidated financial information have been retroactively restated for the stock split as if it occurred on January 1,
                  2005.

              (2) Information reflected is from continuing operations.

                                                                          10
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                                                                RISK FACTORS

              An investment in our Units, or any of the securities comprising the Units, involves a high degree of risk. You should
         carefully consider the following risk factors, along with the other information contained or incorporated in this prospectus,
         including our consolidated financial statements and the notes thereto, before making an investment in our Units. These
         various risks and uncertainties, some of which are difficult to predict and beyond our control, could negatively impact us.
         Adverse experience with the risks described below could have a material impact on our financial condition and results of
         operations, as well as the value of our common stock. In such an event, the price of our common stock could decline, and
         you may lose part or all of your investment.

              This prospectus, including the matters addressed under the caption “Cautionary Statement Re: Forward-Looking
         Information,” contains forward-looking statements that involve risks and uncertainties, including statements about our
         future plans, objectives, intentions and expectations. Past results are not a reliable indicator of future results, and historical
         trends should not be used to anticipate results or trends in future periods. Many factors, including those described below,
         could cause actual results to differ materially from those discussed in forward-looking statements.


         Risks Related to Our Company

            We and our banking subsidiaries are subject to regulatory agreements and orders that restrict us and our subsidiaries
            from taking certain actions.

               General. As is more fully discussed in the ―Regulatory Matters‖ section in Part II, Item 7 of our Annual Report on
         Form 10-K for the year ended December 31, 2009, and Part I, Item 2 of our Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 2010 and June 30, 2010, we, Mercantile Bank, Royal Palm, Royal Palm Bank, Mid-America and Heartland
         Bank are subject to various bank regulatory enforcement actions. As of June 30, 2010, we and each of our subsidiary banks
         have met all regulatory requirements, with the exception of Heartland Bank‘s Tier 1 leverage ratio of 7.23%, that was below
         its required minimum ratio of 8.00%. Heartland Bank is developing a plan to restore its Tier 1 leverage ratio to the required
         level, and along with each of the other subsidiaries, continues to work diligently to maintain compliance with the
         enforcement actions. If we are unable to comply with such requirements, the regulatory agencies could force a sale,
         liquidation or federal conservatorship or receivership of our subsidiaries.

               The Company. We executed a Written Agreement (―WA‖) with the Federal Reserve Bank (―FRB‖) in February 2010.
         Under the terms of the WA, we must, among other requirements, provide our subsidiary banks with financial and managerial
         resources as needed, update our capital and cash flow plans for the FRB, and provide periodic performance updates to the
         FRB. In addition, we are prohibited from paying any special salaries or bonuses to insiders, paying dividends, paying interest
         related to trust preferred securities, or incur any additional debt, without the prior written approval of the FRB.

              On May 19, 2010, we submitted to the FRB, and the FRB accepted, a revised three-year strategic and capital plan that
         outlines the proposed strategies to maintain our regulatory capital status of at least ―adequately capitalized‖, maintain
         positive cash balances at the parent company level, ensure that each of our subsidiaries meets the capital requirements
         directed by their respective regulatory orders, and meet our debt service requirements, including distributions on our trust
         preferred securities.

              Banking Subsidiaries. Generally, the enforcement actions pertaining to our subsidiaries require the banking
         subsidiaries provide certain information to each supervisory authority including, but not limited to, financial performance
         updates, loan performance updates, written plan for reducing classified assets and concentrations of credit, written plan to
         improve liquidity and reduce dependency on volatile liabilities, written capital plan, and written reports of progress. In
         addition, there are restrictions on the subsidiaries‘ ability to declare any dividends or make any distributions of capital
         without the prior approval of the supervisory authorities and, with respect to the bank subsidiaries, to maintain certain Tier 1
         leverage capital and total risk based capital ratios at prescribed levels.

              As of June 30, 2010, Mercantile Bank, Royal Palm, Royal Palm Bank, Mid-America and Heartland Bank were in
         compliance with substantially all of the requirements of the enforcement actions pertaining to them. Specifically, with
         respect to capital ratios, as of June 30, 2010, Mercantile Bank had a Tier 1 leverage capital ratio of 8.60% and a


                                                                         11
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         total risk based capital ratio of 12.57%. As of June 30, 2010, Royal Palm Bank had a Tier 1 leverage capital ratio of 8.03%,
         Tier 1 risk based capital ratio of 12.39% and a total risk based capital ratio of 13.75%, and Heartland Bank had a Tier 1
         leverage capital ratio of 7.23%, below its required minimum ratio of 8.00%, and total risk based capital ratio of 12.23%.

              Capital Injections and Ongoing Compliance. Our and our subsidiaries‘ ability to remain in compliance with the
         enforcement actions depends on various factors, including, but not limited to, the maintenance of adequate capital levels. A
         significant part of the plan presented to the FRB was our initiative to sell one or more subsidiary banks in order to generate
         liquidity to reduce debt, improve capital ratios and provide necessary capital contributions to our remaining subsidiary
         banks. The result of this initiative was the exchange for debt of HNB National Bank in December 2009 and the sale of
         Marine Bank & Trust and Brown County State Bank in February 2010. The next step in raising capital is to successfully
         consummate this rights offering. If we are not successful in raising additional capital through this rights offering, our ability
         to remain compliant with the enhanced capital levels required under the enforcement actions will be reduced. We could be
         compelled by banking regulators under those circumstances to sell, liquidate or place in federal conservatorship or
         receivership one or more of our remaining subsidiaries. Also, while these enforcement actions remain in place, our ability to
         address opportunities and challenges in our business, our markets and the banking industry generally will be curtailed.


            Non-performing assets take significant time to resolve and adversely affect our results of operations and financial
            condition, and could result in further losses in the future.

               At June 30, 2010 and December 31, 2009, our non-performing loans (which consist of non-accrual loans and loans past
         due 90 days or more and still accruing loans) totaled $38.4 million and $50.8 million, or 5.29% and 6.54% of our loan
         portfolio, respectively. At June 30, 2010 and December 31, 2009, total non-performing assets (which include
         non-performing loans plus other real estate owned) were $63.1 million and $67.2 million, or 8.70% and 8.66% of total loans,
         respectively. Non-performing assets adversely affect net income in various ways. While we pay interest expense to fund
         non-performing assets, no interest income is recorded on non-accrual loans or other real estate owned, thereby adversely
         affecting income and returns on assets and equity, and loan administration costs increase and the efficiency ratio is adversely
         affected. When we take collateral in foreclosures and similar proceedings, we are required to mark the collateral to its
         then-fair market value, which, when compared to the value of the loan, may result in a loss. These non-performing loans and
         other real estate owned also increase our risk profile and the capital that regulators believe is appropriate in light of such
         risks. The resolution of non-performing assets requires significant time commitments from management, which can be
         detrimental to the performance of their other responsibilities. We may experience further increases in non-performing loans
         in the future, and non-performing assets may result in further losses in the future, either of which could have a material
         adverse effect on our results of operations.


            We incurred net losses for the six months ended June 30, 2010, as well as in 2009 and 2008 and we may incur further
            losses.

              We incurred a net loss of $3.5 million, $58.5 million and $8.8 million for the six months ended June 30, 2010, and for
         the years ended December 31, 2009 and 2008, respectively, due to high levels of provision for loan losses and goodwill
         impairment. We may incur future losses, especially in light of economic conditions that continue to adversely affect our
         borrowers, particularly those in the southwest Florida market.


            If the value of real estate in our market area were to decline materially, a significant portion of the loan portfolio could
            become under-collateralized, which might have a material adverse affect on our financial condition and results of
            operations.

               In addition to considering the financial strength and cash flow characteristics of borrowers, we often secure loans with
         real estate collateral, which provides an alternate source of repayment in the event of default by the borrower. This real
         property may deteriorate in value during the time the credit is extended, and if it is necessary to liquidate the collateral
         securing a loan to satisfy the debt during a period of reduced real estate values, earnings and capital could be adversely
         affected.


                                                                        12
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            Real estate construction, land acquisition and development loans are based upon estimates of costs and values
            associated with the complete project. These estimates may be inaccurate, and we may be exposed to significant losses
            on loans for these projects.

              Construction, land acquisition, and development loans involve additional risks because funds are advanced upon the
         security of the project, which is of uncertain value prior to its completion, and costs may exceed realizable values in
         declining real estate markets. Because of the uncertainties inherent in estimating construction costs and the realizable market
         value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate
         accurately the total funds required to complete a project and the related loan-to-value ratio. As a result, construction loans
         often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project
         and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay
         principal and interest. If appraisal of the value of the completed project proves to be overstated or market values or rental
         rates decline, we may have inadequate security for the repayment of the loan upon completion of construction of the project.
         If we are forced to foreclose on a project prior to or at completion due to a default, we may not be able to recover all of the
         unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs. In addition, we may be
         required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of
         time while attempting to dispose of it.


            If economic conditions worsen, we may suffer from credit risk and our allowance for loan losses may not be adequate
            to cover actual losses.

               Credit risk is the risk that loan customers or other counter-parties will be unable to perform their contractual obligations
         resulting in a negative impact on earnings. Like all financial institutions, we maintain an allowance for loan losses to provide
         for loan defaults and non-performance. The allowance for loan losses is based on historical loss experience as well as an
         evaluation of the risks associated with the loan portfolio, including the size and composition of the portfolio, current
         economic conditions and geographic concentrations within the portfolio. If the economy in our primary geographic market
         areas should worsen, this may have an adverse impact on the loan portfolio. If for any reason the quality of the portfolio
         should weaken, the allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan
         losses could materially and adversely affect financial results.


            Recent, ongoing unfavorable economic conditions may continue or worsen.

               Unfavorable conditions that have affected the economy and financial markets since mid-2007, further intensified in
         2008 and 2009, as did a global economic slowdown, resulting in an overall decrease in the confidence in the markets and
         with negative effects on the business, financial condition and results of operations of financial institutions in the United
         States and other countries. Our business activities and earnings are affected by these general business conditions. Dramatic
         declines in the housing market over the past two years, with falling home prices and increasing foreclosures and
         unemployment, have negatively impacted the credit performance of real estate related loans and resulted in significant
         write-downs of asset values by financial institutions. These write-downs have caused many financial institutions to seek
         additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail.
         Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and
         institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This
         market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of
         consumer confidence, increased market volatility and widespread reduction of business activity generally. Market
         developments may further erode consumer confidence levels and may cause adverse changes in payment patterns, causing
         increases in delinquencies and default rates, which may impact our charge-offs and provision for loan losses. Continuing
         economic deterioration that affects household and/or corporate incomes could also result in reduced demand for loan or
         fee-based products and services. In addition, changes in securities market conditions and monetary fluctuations could
         adversely affect the availability and terms of funding necessary to meet our liquidity needs. A worsening of these conditions
         would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institution
         industry.


                                                                        13
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            Current levels of market volatility are unprecedented.

              The market for certain investment securities has become highly volatile or inactive, and may not stabilize or resume in
         the near term. This volatility has resulted in significant fluctuations in the prices of those securities, and additional market
         volatility may continue to adversely affect our results of operations.


            The recently enacted legislation may not stabilize the U.S. financial markets.

               The Emergency Economic Stabilization Act of 2008, or EESA, was signed into law in October 2008 for the purpose of
         stabilizing and providing liquidity to the U.S. financial markets. Shortly thereafter, the U.S. Department of the Treasury
         announced a program under the EESA, known as the Capital Purchase Program, pursuant to which it would make senior
         preferred stock investments in participating financial institutions. In February 2009, the American Recovery and
         Reinvestment Act of 2009, or the Recovery Act, was passed, which is intended to stabilize the financial markets and slow or
         reverse the downturn in the U.S. economy, and which revised certain provisions of the EESA. The FDIC has also
         commenced a guarantee program under which the FDIC would offer a guarantee of certain financial institution indebtedness
         in exchange for an insurance premium to be paid to the FDIC by issuing financial institutions. EESA and its implementing
         regulations, the Recovery Act, the FDIC programs, or any other governmental program may not have a positive impact on
         the financial markets. The failure of the EESA, the Recovery Act, the FDIC programs, or any other actions of the
         U.S. government to stabilize the financial markets and a continuation or worsening of current financial market conditions
         could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading
         price of our common stock.


            We may be adversely affected by recently enacted or contemplated legislation and rulemaking.

               The programs established or to be established under the EESA and Troubled Asset Relief Program, as well as
         restrictions contained in current or future rules implementing or related to them and those contemplated by the Recovery
         Act, may adversely affect us if we elect to participate in these programs in the future. In specific, any governmental or
         regulatory action having the effect of requiring us to obtain additional capital, whether from governmental or private sources,
         could have a material dilutive effect on current shareholders. We would face increased regulation of our business and
         increased costs associated with these programs. The EESA, as amended by the Recovery Act, contains, among other things,
         significant restrictions on the payment of executive compensation, which may have an adverse effect on the retention or
         recruitment of key members of senior management. Also, our participation in the Capital Purchase Program would limit
         (without the consent of the Department of Treasury) our ability to increase our dividend and to repurchase our common
         stock for up to three years. Similarly, programs established by the FDIC may have an adverse effect on us, due to the costs
         of participation.


            Recently enacted legislative reforms and future regulatory reforms required by such legislation could have a
            significant impact on our business, financial condition and results of operations.

              On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
         ―Dodd-Frank Act‖) into law. The Dodd-Frank Act will have a broad impact on the financial services industry, including
         significant regulatory and compliance changes. Many of the requirements called for in the Dodd-Frank Act will be
         implemented over time and most will be subject to implementing regulations over the course of several years. Given the
         uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various
         regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is
         unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require
         changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or
         otherwise adversely affect our business. In particular, the potential impact of the Dodd-Frank Act on our operations and
         activities, both currently and prospectively, include, among others:

               • a reduction in our ability to generate or originate revenue-producing assets as a result of compliance with heightened
                 capital standards;

               • increased cost of operations due to greater regulatory oversight, supervision and examination of banks and bank
                 holding companies, and higher deposit insurance premiums;
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               • the limitation on our ability to raise capital through the use of trust preferred securities as these securities may no
                 longer be included as Tier 1 capital going forward; and

               • the limitation on our ability to expand consumer product and service offerings due to anticipated stricter consumer
                 protection laws and regulations.

              Further, we may be required to invest significant management attention and resources to evaluate and make any
         changes necessary to comply with new statutory and regulatory requirements under the Dodd-Frank Act. Failure to comply
         with the new requirements may negatively impact our results of operations and financial condition. While we cannot predict
         what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us,
         these changes could be materially adverse to our investors.


            We may be adversely affected by government regulation.

              All banks are subject to extensive federal and state banking regulations and supervision. Banking regulations are
         intended primarily to protect depositors‘ funds and the federal deposit insurance funds, not the shareholders. Regulatory
         requirements affect lending practices, capital structure, investment practices, dividend policy and growth. Failure to meet
         minimum capital requirements could result in the imposition of limitations that would adversely impact operations and
         could, if capital levels dropped significantly, result in being required to cease operations. Changes in governing law,
         regulations or regulatory practices could impose additional costs on us or adversely affect the ability to obtain deposits or
         make loans and thereby hurt revenues and profitability.


            We are subject to the local economies where we operate, and unfavorable economic or market conditions in these areas
            could have a material adverse effect on our financial condition and results of operations.

              Our success depends upon the general business and economic conditions in the United States and in its primary areas of
         operation. Economic conditions in the local market areas, including the agricultural prices for land and crops and
         commercial and residential real estate values, may have an adverse effect on the quality of our loan portfolio and financial
         performance. An economic downturn within our footprint could negatively impact household and corporate incomes. This
         impact may lead to decreased demand for loan and deposit products and increase the number of customers who fail to pay
         interest or principal on their loans.


            We may not be able to influence the activities of the banking organizations in which we own a minority interest.

             We own a minority interest in several banking organizations throughout the United States. As minority shareholders,
         we may be unable to influence the activities of these organizations, and may suffer losses due to these activities.


            Higher FDIC deposit insurance premiums and assessments could adversely affect our financial condition.

              FDIC insurance premiums increased substantially in 2009, and we expect to pay significantly higher FDIC premiums in
         the future. Bank failures have significantly depleted the FDIC‘s Deposit Insurance Fund and reduced the Deposit Insurance
         Fund‘s ratio of reserves to insured deposits. The FDIC adopted a revised risk-based deposit insurance assessment schedule
         on February 27, 2009, which raised deposit insurance premiums. On May 22, 2009, the FDIC also implemented a special
         assessment equal to five basis points of each insured depository institution‘s assets minus Tier 1 capital as of June 30, 2009,
         but no more than 10 basis points times the institution‘s assessment base for the second quarter of 2009, which was paid on
         September 30, 2009. Additional special assessments may be imposed by the FDIC for future periods. We participate in the
         FDIC‘s Temporary Liquidity Guarantee Program, or TLGP, for noninterest-bearing transaction deposit accounts. Banks that
         participate in the TLGP‘s noninterest-bearing transaction account guarantee will pay the FDIC an annual assessment of
         10 basis points on the amounts in such accounts above the amounts covered by FDIC deposit insurance. To the extent that
         these TLGP assessments are insufficient to cover any loss or expenses arising from the TLGP program, the FDIC is
         authorized to impose an emergency special assessment on all FDIC-insured depository institutions. The FDIC has authority
         to impose charges for the TLGP upon depository institution holding companies, as well. The TLGP was scheduled to end
         December 31, 2009, but the FDIC extended it to June 30, 2010 at an increased charge of 15 to 25 basis points,


                                                                         15
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         depending on the depository institution‘s risk assessment category rating assigned with respect to regular FDIC assessments
         if the institution elects to remain in the TLGP. These changes have caused the premiums and TLGP assessments charged by
         the FDIC to increase. The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits.
         Amendments to the Federal Deposit Insurance Act also revise the assessment base against which an insured depository
         institution‘s deposit insurance premiums paid to the FDIC‘s Deposit Insurance Fund (the ―DIF‖), will be calculated. Under
         the amendments, the assessment base will no longer be the institution‘s deposit base, but rather its average consolidated total
         assets less its average equity. Additionally, the Dodd-Frank Act makes changes to the minimum designated reserve ratio of
         the DIF, increasing the minimum from 1.15%to 1.35% of the estimated amount of total insured deposits, and eliminating the
         requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds. Several
         of these provisions could increase the FDIC deposit insurance premiums paid by our insured depository institution
         subsidiaries. The Dodd-Frank Act also provides that, effective one year after the date of enactment, depository institutions
         may pay interest on demand deposits. These actions are expected to increase our costs for the foreseeable future.


            We may continue to suffer increased losses in our loan portfolio and in foreclosed assets held for sale despite our
            underwriting practices.

              We seek to mitigate the risks inherent in our loan portfolio by adhering to specific underwriting practices. These
         practices often include: analysis of a borrower‘s credit history, financial statements, tax returns and cash flow projections;
         valuation of collateral based on reports of independent appraisers; and verification of liquid assets. Although we believe that
         our underwriting criteria are, and historically have been, appropriate for the various kinds of loans it makes, we have already
         incurred higher than expected levels of losses on loans that have met these criteria, and may continue to experience higher
         than expected losses depending on economic factors and consumer behavior.


            Declines in the value of securities held in our investment portfolio may negatively affect earnings.

               The value of an investment in our portfolio could decrease due to changes in market factors. The market value of
         certain investment securities is volatile and future declines or other-than-temporary impairments could materially adversely
         affect future earnings and regulatory capital. Continued volatility in the market value of certain investment securities,
         whether caused by changes in market perceptions of credit risk, as reflected in the expected market yield of the security, or
         actual defaults in the portfolio could result in significant fluctuations in the value of the securities. This could have a material
         adverse impact on our accumulated other comprehensive income and stockholders‘ equity depending upon the direction of
         the fluctuations.

              Furthermore, future downgrades or defaults in these securities could result in future classifications as
         other-than-temporarily impaired. We have invested in common stock of other financial institutions and the Federal Home
         Loan Bank of Chicago. Deterioration of the financial stability of the underlying financial institutions for these investments
         could result in other-than-temporary impairment charges to us and could have a material impact on future earnings.


            The soundness of other financial institutions could adversely affect us.

              Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial
         soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing,
         counterparty or other relationships. We have exposure to many different counterparties, and we routinely execute
         transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or
         more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems
         and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the
         event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us
         cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument
         exposure due us. Any such losses could materially and adversely affect our results of operations.


                                                                         16
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            We have a significant deferred tax asset and cannot assure it will be fully realized.

              We had net deferred tax assets of $11.4 million as of June 30, 2010, and believe that it is more likely than not that these
         assets will be realized. In evaluating the need for a valuation allowance, management estimated future taxable income based
         on forecasts and tax planning strategies that may be available to us. This process required significant judgment by
         management about matters that are by nature uncertain. If future events differ significantly from the current forecasts, we
         may need to establish additional valuation allowances, which could have a material adverse effect on our results of
         operations and financial condition.

            Our stock price can be volatile.

              Our stock price can fluctuate widely in response to a variety of factors, including: actual or anticipated variations in
         quarterly operating results; recommendations by securities analysts; significant acquisitions or business combinations;
         operating and stock price performance of other companies that investors deem comparable; new technology used or services
         offered by competitors; news reports relating to trends, concerns and other issues in the financial services industry, and
         changes in government regulations. Many of these factors that may adversely affect our stock price do not directly pertain to
         our operating results, including general market fluctuations, industry factors and economic and political conditions and
         events, including terrorist attacks, economic slowdowns or recessions, interest rate changes, credit loss trends or currency
         fluctuations.

            Even if we successfully raise funds through this rights offering, we may not be able to implement successfully our
            capital plan.

              We have developed and are continuing to develop and implement a capital raising plan to address its future needs for
         capital, which includes this rights offering. We have engaged an investment-banking firm to assist with this process. While
         we are committed to the completion and execution of the plan and is devoting necessary resources to achieve that result, we
         may not be able to execute on the plan successfully under current market conditions.

            We may not be able to operate profitably without the revenue stream from our discontinued operations.

              Our losses in 2008 and 2009 were largely due to the operating losses at Royal Palm Bank and Heartland Bank. These
         losses were partially offset by the operating profits (net of goodwill impairment charges) of Marine Bank & Trust, Brown
         County State Bank, and HNB National Bank, which were subsequently sold. While we believe we have addressed the
         majority of the asset quality issues responsible for the operating losses at Royal Palm Bank and Heartland Bank, additional
         unforeseen losses could have a material adverse effect on our results of operations and financial condition.

               In 2009, we reported a consolidated net loss of $58.5 million, which included net operating profits of $5.0 million
         attributable to the discontinued operations. In the first half of 2010, we reported consolidated net loss of $3.5 million
         comprised of a net loss from continuing operations of $6.7 million, offset by net income from discontinued operations
         (including the gain on the sale of Marine Bank & Trust and Brown County State Bank in February 2010) of $3.2 million.

             The discontinued operations accounted for approximately 41% of total consolidated revenues in 2009, and
         approximately 7.50% in the first half of 2010.

            Changes in the domestic interest rate environment could negatively affect our net interest income.

              Interest rate risk is the risk that changes in market rates and prices will adversely affect financial condition or results of
         operations. Net interest income is our largest source of revenue and is highly dependent on achieving a positive spread
         between the interest earned on loans and investments and the interest paid on deposits and borrowings. Changes in interest
         rates could negatively impact the ability to attract deposits, make loans, and achieve a positive spread resulting in
         compression of the net interest margin.


            Liquidity risk may affect our ability to meet future contractual obligations.

              Liquidity risk is the risk that we will have insufficient cash or access to cash to satisfy current and future financial
         obligations, including demands for loans and deposit withdrawals, funding operating costs, and for other
17
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         corporate purposes. Liquidity risk arises whenever the maturities of financial instruments included in assets and liabilities
         differ. Our liquidity could be constrained in particular by an unexpected inability to access the capital markets due to a
         variety of market dislocations or interruptions. Results of operations could be affected if we were unable to satisfy current or
         future financial obligations.

            The financial services industry is highly competitive, and competitive pressures could intensify and adversely affect our
            financial results.

              We operate in a highly competitive industry that could become even more competitive as a result of legislative,
         regulatory and technological changes and continued consolidation. We compete with other commercial banks, savings and
         loan associations, mutual savings banks, finance companies, mortgage banking companies, credit unions and investment
         companies. In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and
         services traditionally provided by banks. Many of these competitors have fewer regulatory constraints and some have lower
         cost structures.

            We face operational risks, including systems failure risks.

              We may suffer from operational risks, which may create loss resulting from human error, inadequate or failed internal
         processes and systems, and other external events. Losses may occur due to violations of, or noncompliance with, laws, rules,
         regulations, prescribed practices, or ethical standards. In addition, our computer systems and network infrastructure, like that
         used by competitors, is always vulnerable to unforeseen problems. These problems may arise in both internally developed
         systems and the systems of third-party service providers. Our operations are dependent upon the ability to protect computer
         equipment against physical damage as well as security risks, which include hacking or identity theft.

            We rely on other companies to provide key components of our business infrastructure.

               Third party vendors provide key components of business infrastructure such as internet connections and network
         access. These parties are beyond our control, and any problems caused by these third parties, including their not providing
         their services for any reasons or their performing their services poorly, could adversely affect the ability to deliver products
         and services to customers and otherwise to conduct business.


            Significant legal actions could subject us to substantial uninsured liabilities.

              From time to time we are subject to claims related to operations. These claims and legal actions, including supervisory
         actions by regulators, could involve large monetary claims and significant defense costs. To protect us from the cost of these
         claims, insurance coverage is maintained in amounts and with deductibles believed to be appropriate, but this insurance
         coverage may not cover all claims or continue to be available at a reasonable cost. As a result, we may be exposed to
         substantial uninsured liabilities, which could adversely affect results of operations and financial condition.

            Changes in accounting standards may materially impact our financial statements.

              From time to time, the Financial Accounting Standards Board (FASB) changes the financial accounting and reporting
         standards that govern the preparation of financial statements. These changes can be hard to predict and can materially impact
         how we record and report financial condition and results of operations. In some cases, it may be necessary to apply a new or
         revised standard retroactively, resulting in the significant restatement of prior period financial statements.

         Risks Related to the Rights Offering

            As a holder of common shares, you may suffer significant dilution of your percentage ownership of our common
            shares if you do not fully exercise your basic subscription right.

              If you do not exercise your basic subscription rights in full and your Units not purchased are purchased by other
         stockholders in the rights offering, your proportionate voting and ownership interest will be reduced and the percentage that
         your original shares represent of our expanded equity after exercise of the subscription rights will be diluted. The magnitude
         of the reduction of your percentage ownership will depend upon the extent to which you and others subscribe in the rights
         offering.
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            We may cancel the rights offering.

              We may unilaterally withdraw or terminate this rights offering in our discretion prior to the acceptance of any
         subscriptions until the expiration of the rights offering. If we elect to withdraw or terminate the rights offering, neither we
         nor the subscription agent will have any obligation with respect to the subscription rights except to return, without interest or
         penalty, any subscription payments.


            To exercise your subscription rights, you need to act promptly and follow subscription instructions.

              If you desire to purchase Units in this rights offering, you must act promptly to ensure that all required forms and basic
         subscription payments and over-subscription payments, if any, are actually received by the subscription agent at or prior to
         5:00 p.m., New York City time, on October 29, 2010, the expiration date of the rights offering. If you fail to complete and
         sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription
         procedures that apply to your desired transaction, we may, depending on the circumstances, reject your subscription or
         accept it to the extent of the payment received. If your exercise is rejected, your payment of the exercise price will be
         promptly returned. Neither we nor our subscription agent undertakes to contact you concerning, or attempt to correct, an
         incomplete or incorrect subscription form or payment. We have the sole discretion to determine whether a subscription
         exercise properly follows the subscription procedures and to decide all questions as to the validity, form and eligibility
         (including times of receipt and beneficial ownership). Alternative, conditional or contingent subscriptions will not be
         accepted. We reserve the absolute right to reject any subscriptions not properly submitted. In addition, we may reject any
         subscription if the acceptance of the subscription would be unlawful. We also may waive any irregularities (or conditions) in
         the subscription. If you are given notice of a defect in your subscription, you will have five business days after the giving of
         notice to correct it. You will not, however, be allowed to cure any defect later than 5:00 p.m., New York City time, on the
         expiration date. We are not obligated to give you notification of defects in your subscription. We will not consider an
         exercise to be made until all defects have been cured or waived.


            The subscription price is not a reflection of our value.

              The subscription price of $[ • ] per Unit was determined by our board of directors. Our board of directors set the $[ • ]
         per Unit subscription price after considering a variety of factors discussed under ―The Rights Offering — Determination of
         Subscription Price.‖ The price, however, does not necessarily bear any relationship to the book value of our assets or our
         past operations, cash flows, earnings or financial condition or any other established criteria for value. Because the
         subscription price is based on an approximate midpoint in a range, it may be above the trading price of our common stock as
         of the date hereof and if the trading price is above that level, it would be advantageous for stockholders to purchase
         additional shares of our common stock on the NYSE Amex rather than pursuant to the rights offering. Our shares of
         common stock may trade at prices below the subscription price after the completion of this offering, and we cannot assure
         you that you will be able to sell shares purchased during this offering at a price equal to or greater than the $[ • ] per Unit
         subscription price.


            You may not revoke your subscription exercise, even if the rights offering is extended by our board of directors, and
            you could be committed to buying shares above the prevailing market price.

              Once you exercise your subscription rights, you may not revoke the exercise of such rights. If our board of directors
         decides to exercise its option to extend the rights offering, you still may not revoke the exercise of your subscription rights.
         Because the subscription price is based on an approximate midpoint in a range, it may be above the trading price of our
         common stock as of the date hereof and if the trading price is above that level, it would be advantageous for stockholders to
         purchase additional shares of our common stock on the NYSE Amex rather than pursuant to the rights offering. The public
         trading market price of our common stock may decline before the subscription rights expire. If you exercise your
         subscription rights and, afterwards, the public trading market price of our common stock remains below the subscription
         price, you will have committed to buying shares of our common stock at a price above the prevailing market price, in which
         case you will have an immediate, unrealized loss. Following the exercise of your rights, you might not be able to sell your
         shares of common stock at a price equal to or greater than the subscription price, and you may lose all or part of your
         investment in our common stock.


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            Our common stock is traded on the NYSE Amex under the symbol ―MBR‖, and the last reported sales price of our
         common stock on the NYSE Amex on [ • ], 2010 was $[ • ] per share.

            You may not be able to resell any shares of our common stock that you purchase pursuant to the exercise of
            subscription rights immediately upon expiration of the subscription rights offering period or be able to sell your shares
            at a price equal to or greater than the subscription price.

               If you exercise subscription rights, you may not be able to resell the common stock purchased by exercising your
         subscription rights until you, or your broker, custodian bank or other nominee, if applicable, have received those shares.
         Moreover, you will have no rights as a stockholder of the shares you purchased in the rights offering until we issue the
         shares to you. Although we will endeavor to issue the shares as soon as practicable after completion of the rights offering or
         the acceptance earlier of subscriptions relating to basic subscription rights, including the guaranteed delivery period and after
         all necessary calculations have been completed, there may be a delay between the expiration date of the rights offering and
         the time that the shares are issued. In addition, we cannot assure you that, following the exercise of your subscription rights,
         you will be able to sell your common stock at a price equal to or greater than the subscription price.

            The market price of our common stock may never exceed the exercise price of the warrants issued in connection with
            this offering.

               The warrants being issued in connection with this offering become exercisable on their date of issuance and will expire
         five years thereafter. The market price of our common stock may never exceed the exercise price of these warrants prior to
         their date of expiration. Any warrants not exercised by their date of expiration will expire, and we will be under no further
         obligation to the warrant holder.

            We may choose to redeem outstanding warrants at a time that is disadvantageous to our warrant holders.

              We may redeem the warrants for no consideration at any time after the second anniversary of the closing of the rights
         offering, in whole and not in part, upon a minimum of 30 days prior written notice of redemption, if and only if, the last sales
         price of our common stock equals or exceeds 150% of the exercise price of the warrant for any 60 consecutive days in a
         period ending three business days before the notice of redemption is sent. Redemption of the warrants could force the
         warrant holders to exercise the warrants and pay the exercise price therefore at a time when it may be disadvantageous for
         the holders to do so.

            Since the warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

               In the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold
         that any unexercised warrants are executory contracts that are subject to rejection by us with the approval of the bankruptcy
         court. As a result, holders of the warrants may, even if we have sufficient funds, not be entitled to receive any consideration
         for their warrants or may receive an amount less than they would be entitled to if they had exercised their warrants prior to
         the commencement of any such bankruptcy or reorganization proceeding.

            The receipt of the subscription rights may be treated as a taxable dividend to you.

               We intend to take the position that the distribution of the subscription rights in this rights offering is a non-taxable stock
         dividend under the Internal Revenue Code of 1986, as amended, referred to in this prospectus as the Code. See ―Material
         U.S. Federal Income Tax Consequences‖ below. This position is not binding on the Internal Revenue Service, or IRS, or the
         courts, however. If the IRS or a court were to successfully assert that the distribution of the subscription rights is a taxable
         distribution of property, your receipt of subscription rights in this rights offering may be treated as a receipt of a distribution
         in an amount equal to the fair market value of the rights. Any such distribution would be treated as dividend income to the
         extent of our current and accumulated earnings and profits, with any excess being treated as a return of capital to the extent
         thereof and then as capital gain. If you are not a U.S. stockholder (as defined in ―Material U.S. Federal Income Tax
         Consequences‖), you may be subject to tax in respect of any taxable stock dividend. See ―Material U.S. Federal Income Tax
         Consequences‖ below.


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                                                             USE OF PROCEEDS

              Assuming that all subscription rights are exercised, we estimate that the net proceeds from this rights offering will be
         approximately $[ • ] million, after deducting offering expenses. We will have broad discretion in determining how the net
         proceeds of this rights offering will be used. We currently intend to use the net proceeds of this rights offering for general
         corporate purposes, including contribution of amounts to the capital of, and to support, our subsidiary banks as needed. The
         net proceeds may be temporarily invested in short-term investment grade instruments or U.S. government securities.


                                                                       21
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                                                              CAPITALIZATION

              The following table sets forth our consolidated capitalization as of June 30, 2010, on an actual basis, and as adjusted to
         reflect the effect of this rights offering. We have assumed net proceeds of approximately $[ • ] will result from the sale of the
         Units offered by this prospectus, after deducting estimated offering expenses. You should read this information together with
         our consolidated financial statements and related notes, which are included or incorporated in this prospectus.


                                                                                                                As of June 30, 2010
         Equity                                                                                             Actual            As Adjusted
                                                                                                          (Dollars in thousands except per
                                                                                                                   share amount)


         Common Stock, $0.42 par value; authorized 30,000,000 shares; 8,887,113 issued and
           8,703,330 outstanding                                                                         $    3,629
         Additional paid-in capital                                                                          11,919
         Retained earnings                                                                                   21,604
         Accumulated other comprehensive income                                                               3,148
                                                                                                             40,300
         Less treasury stock, at cost, 183,783 shares                                                        (2,295 )
           Total stockholders‘ equity                                                                        38,005
         Non-controlling interest                                                                             1,790
            Total equity                                                                                 $ 39,795



                                                                        22
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                                     MARKET FOR COMMON STOCK AND DIVIDEND POLICY

              Our common stock is listed on the NYSE Amex under the symbol ―MBR.‖ The last reported sales price of our common
         stock on the NYSE Amex on [ • ], 2010, was $[ • ] per share. As of [ • ], 2010, we had [ • ] shares of common stock
         outstanding, held of record by approximately [ • ] stockholders of record.

              The following table sets forth, for the periods indicated, the high and low sales prices per share for the common stock as
         reported on the NYSE Amex for the periods shown as well as the quarterly dividends declared.


                                                                                                  Low            High       Dividends


               2010    3 rd – (through [ • ], 2010)                                           $              $
                       2 nd                                                                   $    3.53      $     2.35          N/A
                       1 st                                                                   $    2.90      $     2.22          N/A
                                                                                                                                 N/A

               2009    4 th                                                                   $ 3.90         $     2.25          N/A
                       3 rd                                                                   $ 4.98         $     2.90          N/A
                       2 nd                                                                   $ 7.75         $     4.25          N/A
                       1 st                                                                   $ 10.67        $     5.29          N/A
                                                                                                                                 N/A

               2008    4 th                                                                   $   17.11      $   10.55     $     0.06
                       3 rd                                                                   $   17.94      $   15.22     $     0.06
                       2 nd                                                                   $   18.39      $   14.77     $     0.06
                       1 st                                                                   $   18.03      $   16.51     $     0.06
                                                                                                                           $     0.24



                                                                       23
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                                                      DESCRIPTION OF SECURITIES

         Common Stock

              We are authorized under Delaware law to issue up to 30,000,000 shares of common stock. There were 8,703,330 shares
         of common stock issued and outstanding as of [ • ], 2010.

              Each share of common stock has the same relative rights and is identical in all respects with every other share of stock.
         The holders of common stock possess exclusive voting rights in the company. Each holder of common stock is entitled to
         only one vote for each share held of record on all matters submitted to a vote of holders of common stock and is not
         permitted to cumulate votes in the election of our directors. Holders do not possess any dividend or liquidation rights.

              Holders of common stock do not have preemptive rights with respect to any additional shares of common stock that
         may be issued. Therefore, we may sell shares of common stock without first offering such shares to existing stockholders.
         The common stock is not subject to call for redemption and may not be converted to any other class of securities, and the
         outstanding shares of common stock are fully paid and non-assessable.

              We are also subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In
         general, Section 203 prohibits a publicly held Delaware corporation from engaging in a ―business combination‖ with an
         ―interested stockholder‖ for a period of three years after the date of the transaction in which the person became an interested
         stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203, a ―business
         combination‖ includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder,
         and an ―interested stockholder‖ is a person who, together with affiliates and associates, owns, or within three years prior, did
         own, 15% or more of the voting stock of the Delaware corporation.

              Also, under federal law, the acquisition by any holder of ten percent (10%) or more (or five percent (5%) or more if the
         acquirer is another bank holding company) of the issued and outstanding shares of common stock generally requires prior
         regulatory approval.

              We also have the authority to issue 100,000 shares of preferred stock having a par value of $0.01, of which no shares
         were issued and outstanding as of [ • ], 2010. None of the shares of preferred stock will be issued as part of the offering.
         Preferred stock may be issued with preferences and designations as our board of directors may from time to time determine.
         Our board of directors may, without stockholder approval, issue shares of preferred stock with voting, dividend, liquidation
         and conversion rights that could dilute the voting strength of the holders of the common stock.

               Illinois Stock Transfer Co. is our transfer agent common with respect to the common stock.

         Warrants

         Common Stock Subject to Warrants

             Each warrant initially represents the right to purchase one share of our common stock. The number of shares deliverable
         upon the exercise of each warrant is subject to the adjustments described below under the heading ―— Adjustments to the
         Warrants.‖

         Exercise of the Warrants

               Each warrant to be issued as part of the Units will have a five year term and will give the holder the right to purchase
         one share of our common stock at an exercise price of $[ • ] per share, subject to our right to redeem the warrants after the
         second anniversary of the distribution date, upon a minimum of 30 days prior written notice of redemption, if the trading
         price of a share of our common stock exceeds 150% of the exercise price of the warrant for 60 consecutive days in a period
         ending three business days before the notice of redemption is sent. All or any portion of the warrants may be exercised in
         whole or in part at any time or from time to time on or before 5:00 p.m., New York City time, on the fifth anniversary of the
         distribution date, by surrender to the warrant agent of the warrant and a completed notice of exercise attached as an annex to
         the warrant and the payment of the exercise price per share for the shares of common stock for which the warrants are being
         exercised. The exercise price applicable to
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         the warrants is subject to adjustment described below under the heading ―— Adjustments to the Warrants.‖ So long as the
         warrants are in global form, any exercise notice will be delivered to the warrant agent through and in accordance with the
         procedures of the depository for the warrants.

              Upon exercise of warrants, the shares of common stock issuable upon exercise will be issued by our transfer agent for
         the account of the exercising warrantholder. Shares issued upon exercise of warrants will be issued in the name or names
         designated by the exercising warrantholder and will be delivered by the transfer agent to the exercising warrantholder (or its
         nominee or nominees) either via book-entry transfer crediting the account of such warrantholder (or the relevant participant
         of The Depository Trust Company, or DTC for the benefit of such warrantholder) through DTC‘s DWAC system, or
         otherwise in certificated form by physical delivery to the address specified by such warrantholder in the exercise notice. We
         will not issue fractional shares upon any exercise of the warrants. Instead, the exercising warrantholder will be entitled to a
         cash payment equal to the pro-rated per share market price of our common stock on the date of exercise of the warrants for
         any fractional share that would have otherwise been issuable upon exercise of the warrants. We will at all times reserve the
         aggregate number of shares of our common stock for which the warrants may be exercised.

              Issuance of any shares of our common stock deliverable upon the exercise of warrants will be made without charge to
         the warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of those shares (other
         than liens or charges created by a warrantholder, income and franchise taxes incurred in connection with the exercise of the
         warrant or taxes in respect of any transfer occurring contemporaneously therewith).

             The shares of common stock issuable upon the exercise of the warrants will be listed on the NYSE Amex under the
         symbol ―MBR.‖

         Right as a Stockholder

              The warrantholders will have no rights or privileges of holders of our common stock, including any voting rights or
         rights to dividend payments, until (and then only to the extent) the warrants have been exercised.

         Adjustments to the Warrants

             Pursuant to the terms of the warrants, the number of shares of our common stock issuable upon exercise of each
         warrant, which we refer to as the warrant shares, and the warrant exercise price will be adjusted upon occurrence of certain
         events as follows.

               • In the case of stock splits, subdivisions, reclassifications or combinations of common stock . If we declare and pay a
                 dividend or make a distribution on our common stock in shares of common stock, subdivide or reclassify the
                 outstanding shares of our common stock into a greater number of shares, or combine or reclassify the outstanding
                 shares of our common stock into a smaller number of shares, the number of warrant shares at the time of the record
                 date for such dividend or distribution or the effective date of such subdivision, combination or reclassification will
                 be proportionately adjusted so that the holder of a warrant after such date will be entitled to purchase the number of
                 shares of our common stock that it would have owned or been entitled to receive in respect of the number of warrant
                 shares had such warrant been exercised immediately prior to such date. The exercise price in effect immediately
                 prior to the record date for such dividend or distribution or the effective date of such subdivision, combination or
                 reclassification will be adjusted by multiplying such exercise price by the quotient of (x) the number of warrant
                 shares immediately prior to such adjustment divided by (y) the new number of warrant shares as determined in
                 accordance with the immediately preceding sentence.

               • In the case of cash dividends or other distributions. If we fix a record date for making a distribution to all holders
                 of our common stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding ordinary
                 cash dividends (as defined below), dividends of our common stock and other dividends or distributions referred to in
                 the preceding bullet point), the exercise price in effect prior to such record date will be reduced immediately
                 thereafter to the price determined by multiplying the exercise price in effect immediately prior to the reduction by
                 the quotient of (x) the market price (as defined below) of our common stock on the last trading day preceding the
                 first date on which our common stock trades regular way on the


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                    principal national securities exchange on which our common stock is listed or admitted to trading without the right
                    to receive such distribution, minus the amount of cash and/or the fair market value of the securities, evidences of
                    indebtedness, assets, rights or warrants to be so distributed in respect of one share of our common stock (such
                    subtracted amount and/or fair market value, the ―Per Share Fair Market Value‖) divided by (y) such market price on
                    the date specified in clause (x). Any such adjustment will be made successively whenever such a record date is
                    fixed. The number of warrant shares will be increased to the number obtained by multiplying the number of warrant
                    shares deliverable upon exercise of a warrant immediately prior to such adjustment by the quotient of (a) the
                    exercise price in effect immediately prior to the distribution giving rise to this adjustment divided by (b) the new
                    exercise price as determined in accordance with the immediately preceding sentence. In the case of adjustment for a
                    cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would
                    be reduced only by the per share amount of the portion of the cash dividend that would constitute an ordinary cash
                    dividend. If, after the declaration of any such record date, the related distribution is not made, the exercise price and
                    the number of warrant shares then in effect will be readjusted, effective as of the date when our board of directors
                    determines not to make such distribution, to the exercise price and the number of warrant shares that would then be
                    in effect if such record date had not been fixed.

               • In the case of a pro rata repurchase of common stock. A ―pro rata repurchase‖ is defined as any purchase of shares
                 of our common stock by us or an affiliate of ours pursuant to any tender offer or exchange offer subject to
                 Section 13(e) or 14(e) of the Exchange Act, or Regulation 14E thereunder, or any other offer available to
                 substantially all holders of our common stock. If we effect a pro rata repurchase of our common stock, then the
                 exercise price will be reduced to the price determined by multiplying the exercise price in effect immediately prior
                 to the effective date (as defined below) of such pro rata repurchase by a fraction of which (A) the numerator will be
                 (i) the product of (x) the number of shares of our common stock outstanding immediately before such pro rata
                 repurchase and (y) the market price of a share of our common stock on the trading day immediately preceding the
                 first public announcement by us or any of our affiliates of the intent to effect such pro rata repurchase, minus (ii) the
                 aggregate purchase price of the pro rata repurchase, and (B) the denominator will be the product of (i) the number of
                 shares of our common stock outstanding immediately prior to such pro rata repurchase minus the number of shares
                 of our common stock so repurchased and (ii) the market price per share of our common stock on the trading day
                 immediately preceding the first public announcement by us or any of our affiliates of the intent to effect such pro
                 rata repurchase. The number of warrant shares will be increased to the number obtained by multiplying the number
                 of warrant shares immediately prior to such adjustment by the quotient of (x) the exercise price in effect
                 immediately prior to the pro rata repurchase giving rise to this adjustment divided by (y) the new exercise price as
                 determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the
                 exercise price or decrease in the number of warrant shares deliverable upon exercise of a warrant will be made
                 pursuant to this adjustment provision. The ―effective date‖ of a pro rata repurchase means (a) the date of acceptance
                 of shares for purchase or exchange by us under any tender offer or exchange offer which is a pro rata repurchase or
                 (b) the date of purchase of any pro rata repurchase that is not a tender offer or an exchange offer.

               • In the case of a merger, consolidation, statutory share exchange or similar transaction that requires the approval of
                 our stockholders (any such transaction, a “business combination”) . In the event of any business combination or
                 reclassification of our common stock (other than a reclassification referenced in the first bullet point above), a
                 warrantholder‘s right to receive shares of our common stock upon exercise of a warrant will be converted into the
                 right to exercise that warrant to acquire the number of shares of stock or other securities or property (including cash)
                 which our common stock issuable (at the time of such business combination or reclassification) upon exercise of
                 such warrant immediately prior to such business combination or reclassification would have been entitled to receive
                 upon consummation of such business combination or reclassification. In determining the kind and amount of stock,
                 securities or the property receivable upon exercise of a warrant following the consummation of such business
                 combination, if the holders of our common stock have the right to elect the kind or amount of consideration
                 receivable upon consummation of such business combination, then the consideration that a warrantholder will be
                 entitled to receive upon exercise will be deemed to be the types and amounts of consideration received by the
                 majority


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                    of all holders of the shares of our common stock that affirmatively make an election (or of all such holders if none
                    make an election). For purposes of determining any amount of warrant shares to be withheld by us as payment of the
                    exercise price from stock, securities or the property that would otherwise be delivered to a warrantholder upon
                    exercise of warrants following any business combination, the amount of such stock, securities or property to be
                    withheld will have a market price equal to the aggregate exercise price as to which such warrants are so exercised,
                    based on the fair market value of such stock, securities or property on the trading day on which such warrants are
                    exercised and notice is delivered to the warrant agent. If any such property is not a security, the market price of such
                    property will be deemed to be its fair market value as determined in good faith by our board of directors in reliance
                    on an opinion of a nationally recognized independent investment banking corporation retained by us for this
                    purpose. If making such determination requires the conversion of any currency other than U.S. dollars into
                    U.S. dollars, such conversion will be done in accordance with customary procedures based on the rate for conversion
                    of such currency into U.S. dollars displayed on the relevant page by Bloomberg L.P. (or any successor or
                    replacement service) on or by 4:00 p.m., New York City time, on such exercise date.

              Neither the exercise price nor the number of shares issuable upon exercise of a warrant will be adjusted in the event of a
         change in the par value of our common stock or a change in our jurisdiction of incorporation. If an adjustment in the exercise
         price made in accordance with the adjustment provisions above would reduce the exercise price to an amount below the par
         value of our common stock, then that adjustment will reduce the exercise price to that par value.

              The warrant agent will notify the warrantholders of any adjustments. If the warrant agent fails to give such notice, the
         exercise price and the number of shares issuable upon exercise of the warrants will nevertheless be adjusted.

              If more than one adjustment provision applies to a single event, the adjustment provision that produces the largest
         adjustment with respect to such event will be applied, and no single event will cause an adjustment under more than one
         adjustment provision so as to result in duplication. All such adjustments will be made to the nearest one-tenth (1/10th) of a
         cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. No adjustment in the exercise price or the
         number of shares issuable upon exercise of a warrant will be made if the amount of such adjustment would be less than
         $0.01 or one-tenth (1/10th) of a share of our common stock, but any such amount will be carried forward and an adjustment
         with respect thereto will be made at the time of and together with any subsequent adjustment which, together with such
         amount and any other amount or amounts so carried forward, will aggregate $0.01 or 1/10th of a share of our common stock,
         or more, or on exercise of a warrant if that occurs earlier.

               For purposes of these adjustment provisions:

               “ordinary cash dividends” means a regular quarterly cash dividend on shares of our common stock out of surplus or net
         profits legally available therefor (determined in accordance with generally accepted accounting principles in effect from time
         to time). Ordinary cash dividends will not include any cash dividends paid subsequent to December 31, 2008 to the extent
         the aggregate per share dividends paid on our outstanding common stock in any quarter exceed $0.06, as adjusted for any
         stock split, stock dividend, reverse stock split, reclassification or similar transaction.

               “market price” means, with respect to a particular security, on any given day, the last reported sale price regular way
         or, in case no such reported sale takes place on such day, the average of the last closing bid and ask prices regular way, in
         either case on the principal national securities exchange on which the applicable securities are listed or admitted to trading,
         or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and ask prices as
         furnished by two FINRA members selected from time to time by us for that purpose, and will be determined without
         reference to after hours or extended hours trading. If such security is not listed and traded in a manner that the quotations
         referred to above are available for the period required under the warrants, the market price will be deemed to be the fair
         market value per share of such security as determined in good faith by our board of directors in reliance on an opinion of a
         nationally recognized independent investment banking corporation retained by us for this purpose. If any such security is
         listed or traded on a non-U.S. market, such fair market value will be determined by reference to the closing price of such
         security as of the end of the most recently ended business day in such market prior to the date of determination. If making
         any such determination


                                                                          27
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         requires the conversion of any currency other than U.S. dollars into U.S. dollars, such conversion will be done in accordance
         with customary procedures based on the rate for conversion of such currency into U.S. dollars displayed on the relevant page
         by Bloomberg L.P. (or any successor or replacement service) on or by 4:00 p.m., New York City time, on such exercise date.
         For the purposes of determining the market price of our common stock on the ―trading day‖ preceding, on or following the
         occurrence of an event, (i) that trading day will be deemed to commence immediately after the regular scheduled closing
         time of trading on the Exchange or, if trading is closed at an earlier time, such earlier time and (ii) that trading day will end
         at the next regular scheduled closing time, or if trading is closed at an earlier time, such earlier time (for the avoidance of
         doubt, and as an example, if the market price is to be determined as of the last trading day preceding a specified event and
         the closing time of trading on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, the market
         price would be determined by reference to such 4:00 p.m. closing price).


         Amendment

              Any warrants may be amended and the observance of any material term of such warrants may be waived with the
         consent of a majority of the holders of such warrants; provided, that the consent of each affected warrantholder is necessary
         for any amendment (i) to increase the exercise price or to decrease the number of shares issuable upon exercise of the
         warrants (other than pursuant to the terms of the adjustment provisions in the warrant certificate described above), (ii) that
         would shorten the time period during which the warrants are exercisable or (iii) that would change in a manner adverse to
         such warrantholder the terms of the adjustment provisions in the warrant certificate described above.


         Description of the Warrant Agreement

              Under the warrant agreement, Illinois Stock Transfer Co. is appointed as the warrant agent to act on our behalf in
         connection with the transfer, exchange, redemption, exercise and cancellation of the warrants and required to maintain a
         registry recording the names and addresses of all registered holders of warrants. The warrant agent will receive a fee in
         exchange for performing these duties under the warrant agreement and will be indemnified by us for liabilities not involving
         gross negligence, willful misconduct or bad faith and arising out of its service as warrant agent.

               The warrants will initially be issued in the form of one or more global warrants as specified in the warrant agreement.
         Each global warrant will be deposited upon issuance with, or on behalf of, DTC, and will be registered in the name of DTC
         or a nominee of DTC, in each case for credit to the account of a direct or indirect participant in DTC. For a description of
         book-entry procedures and settlement mechanics generally applicable to securities held through DTC participants, see the
         section entitled ―Book-Entry Issuance‖ below. Owners of a beneficial interest in any global warrant are entitled to receive a
         warrant in definitive form not held by a depository or the warrant agent only if (i) DTC is unwilling or unable to continue as
         depository for the global warrant or ceases to be a ―clearing agency‖ under the Exchange Act (and, in each case, no
         successor depository is appointed within 90 days), (ii) we, in our sole discretion, notify the warrant agent of our election to
         issued warrants in definitive form under the warrant agreement or (iii) we have been adjudged bankrupt, consented to the
         filing of bankruptcy proceedings, or filed a petition, answer or consent seeking to reorganize under federal or state law.


         Governing Law

               The warrants will be governed by New York law.


         Book-Entry Issuance

              The warrants may be issued as global warrants and deposited with a depositary. The following is a summary of the
         depositary arrangements applicable to warrants issued in permanent global form and for which DTC will act as depositary
         (the ―global warrants‖). The information in this section concerning DTC and DTC‘s book-entry system has been obtained
         from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.


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             Each global warrant will be deposited with, or on behalf of, DTC, as depositary, or its nominee and registered in the
         name of a nominee of DTC. Except under the limited circumstances described below, global warrants will not be
         exchangeable for certificated warrants.

              Only institutions that have accounts with DTC or its nominee (―DTC participants‖) or persons that may hold interests
         through DTC participants may own beneficial interests in a global warrant. DTC will maintain records evidencing ownership
         of beneficial interests by DTC participants in the global warrants and transfers of those ownership interests. DTC
         participants will maintain records evidencing ownership of beneficial interests in the global warrants by persons that hold
         through those DTC participants and transfers of those ownership interests within those DTC participants. DTC has no
         knowledge of the actual beneficial owners of the warrants. You will not receive written confirmation from DTC of your
         purchase, but we do expect that you will receive written confirmations providing details of the transaction, as well as
         periodic statements of your holdings from the DTC participant through which you entered the transaction. The laws of some
         jurisdictions require that certain purchasers of securities take physical delivery of those securities in certificated form. Those
         laws may impair your ability to transfer beneficial interests in a global warrant.

               DTC has advised us that upon the issuance of a global warrant and the deposit of that global warrant with DTC, DTC
         will immediately credit, on its book-entry registration and transfer system, the number of warrants represented by that global
         warrant to the accounts of DTC participants.

              We will make any payments on warrants represented by a global warrant to DTC or its nominee, as the case may be, as
         the registered owner and holder of the global warrant representing those securities. DTC has advised us that upon receipt of
         any payment on a global warrant, DTC will immediately credit accounts of DTC participants with payments in amounts
         proportionate to their respective beneficial interests in that warrant, as shown in the records of DTC. Standing instructions
         and customary practices will govern payments by DTC participants to owners of beneficial interests in a global warrant held
         through those DTC participants, as is now the case with securities held for the accounts of customers in bearer form or
         registered in ―street name.‖ Those payments will be the sole responsibility of those DTC participants, subject to any
         statutory or regulatory requirements in effect from time to time.

              Neither we nor our agents will have any responsibility or liability for any aspect of the records of DTC, any nominee or
         any DTC participant relating to, or payments made on account of, beneficial interests in a global warrant or for maintaining,
         supervising or reviewing any of the records of DTC, any nominee or any DTC participant relating to those beneficial
         interests.

             A global warrant is exchangeable for certificated warrants registered in the name of a person other than DTC or its
         nominee only if:

               • DTC notifies us that it is unwilling or unable to continue as depository for that global warrant or DTC ceases to be
                 registered under the Exchange Act;

               • we determine in our discretion that the global warrant will be exchangeable for certificated warrants in registered
                 form;

               • we are adjudged bankrupt or insolvent, make an assignment for the benefit of our creditors or upon certain similar
                 events.

               Any global warrant that is exchangeable as described in the preceding sentence will be exchangeable in whole for
         certificated warrants in registered form. The registrar will register the certificated warrants in the name or names instructed
         by DTC. We expect that those instructions may be based upon directions received by DTC from DTC participants with
         respect to ownership of beneficial interests in the global warrant.

             Except as provided above, as an owner of a beneficial interest in a global warrant, you will not be entitled to receive
         physical delivery of warrants in certificated form and will not be considered a holder of warrants for any purpose. No global
         warrant will be exchangeable except for another global warrant of like denomination and tenor to be registered in the name
         of DTC or its nominee. Accordingly, you must rely on the procedures of DTC and the DTC participant through which you
         own your interest to exercise any rights of a holder under the global warrant.


                                                                        29
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              We understand that, under existing industry practices, in the event that we request any action of holders, or an owner of
         a beneficial interest in a global warrant desires to take any action that a holder is entitled to take under the terms of the
         warrants, DTC would authorize the DTC participants holding the relevant beneficial interests to take that action, and those
         DTC participants would authorize beneficial owners owning through those DTC participants to take that action or would
         otherwise act upon the instructions of beneficial owners owning through them.

              DTC has advised us that DTC is a limited-purpose trust company organized under the New York Banking Law, a
         ―banking organization‖ within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
         ―clearing corporation‖ within the meaning of the New York Uniform Commercial Code and a ―clearing agency‖ registered
         under the Exchange Act.


            Global Clearance and Settlement Procedures

             Initial settlement for global securities will be made in immediately available funds. DTC participants will conduct
         secondary market trading with other DTC participants in the ordinary way in accordance with DTC rules. Thereafter,
         secondary market trades will settle in immediately available funds using DTC‘s same day funds settlement system.

              Although DTC has agreed to the procedures described above in order to facilitate transfers of interests in global
         warrants among DTC participants, DTC is under no obligation to perform those procedures and those procedures may be
         discontinued at any time.


                                                           THE RIGHTS OFFERING

              Before exercising any subscription rights, you should read carefully the information set forth under ―Risk Factors‖
         beginning on page 11.


         The Subscription Rights

         General

              We are distributing to you, at no charge, as of the close of business on September 23, 2010, the record date,
         subscription rights to purchase one Unit, which consists of one share of our common stock and a warrant to purchase one
         share of our common stock. You will receive one subscription right for every share of common stock you own at the close of
         business on the record date. Each right carries with it a basic subscription right and an over-subscription right.

              If you wish to exercise your subscription rights, you must do so before 5:00 p.m., New York City time, on October 29,
         2010, unless we extend this rights offering. After the expiration of this rights offering, the subscription rights will expire and
         will no longer be available.

              The subscription rights will be evidenced by subscription rights certificates, which may be physical certificates or may
         be electronic certificates issued through the facilities of DTC.


         Over-Subscription Right

               General. In addition to your basic subscription right, you may subscribe for additional Units upon delivery of the
         required documents and payment of the subscription price of $[ • ] per Unit, before the expiration of the rights offering. You
         may only exercise your over-subscription right if you exercised your basic subscription right in full and other holders of
         subscription rights do not exercise their basic subscription rights in full. No subscriber can own, as a result of the exercise of
         its over-subscription right, a number of shares and warrants to acquire shares which would result in such subscriber owning,
         as of the consummation of the rights offering, in excess of 9.9% of our common stock, on a fully-diluted basis.

              Pro Rata Allocation. If there are not enough available Units to satisfy all subscriptions made under the
         over-subscription right, we will allocate the remaining Units pro rata among those over-subscribing rights holders. ―Pro


                                                                         30
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         rata‖ means in proportion to the number of Units that all over-subscribing rights holders have requested to purchase pursuant
         to their respective over-subscription rights.

              Full Exercise of Basic Subscription Right. You may exercise your over-subscription right only if you exercise your
         basic subscription right in full. To determine if you have fully exercised your basic subscription right, we will consider only
         the basic subscription right held by you in the same capacity. For example, suppose that you were granted subscription rights
         for shares of our common stock that you own individually and shares of our common stock that you own collectively with
         your spouse. If you wish to exercise your over-subscription right with respect to the subscription rights you own
         individually, but not with respect to the subscription rights you own collectively with your spouse, you only need to fully
         exercise your basic subscription right with respect to your individually owned subscription rights. You do not have to
         subscribe for any Units under the basic subscription right owned collectively with your spouse to exercise your individual
         over-subscription right. When you complete the portion of your subscription rights certificate to exercise your
         over-subscription right, you will be representing and certifying that you have fully exercised your subscription rights as to
         shares of our common stock that you hold in that capacity. You must exercise your over-subscription right at the same time
         you exercise your basic subscription right in full.

              Return of Excess Payment. If you exercised your over-subscription right and are allocated less than all of the Units for
         which you wished to subscribe, your excess payment for shares that were not allocated to you will be returned to you by
         mail, without interest or deduction, promptly after the expiration date of the rights offering.


         Subscription Price

              The subscription price under the subscription rights is $[ • ] per Unit. The subscription price does not necessarily bear
         any relationship to our past or expected future results of operations, cash flows, current financial condition or any other
         established criteria for value. No change will be made to the subscription price by reason of changes in the trading price of
         our common stock or other factors prior to the expiration of this rights offering.


         Determination of Subscription Price

               Our board of directors unanimously set the terms and conditions of this rights offering, including the subscription price,
         the number of Units to be offered, the exercise price of the warrants, the offering period and prohibitions on transferability.
         The board of directors determined that the subscription price should, among other things, be designed to provide a
         reasonable price to our current stockholders to exercise their subscription rights and our board of directors concluded that the
         subscription price is a reasonable price. The board of directors considered many factors, including the amount of proceeds
         desired, the market price of our common stock historically and during the 30 days prior to the announcement of this rights
         offering as well as prior to the commencement of this rights offering, the volatility of the market price of our common stock,
         general conditions in the securities markets, our recent operating results, our financial condition, general conditions in the
         financial services industry, alternatives available to us for raising equity capital and the liquidity of our common stock and
         the fact that we are providing subscribers with an additional benefit in the form of warrants. Ultimately the subscription price
         is an approximate midpoint of a range between the price equal to 90% of the volume weighted average price of our common
         stock during the 30 trading days preceding the announcement of this rights offering and the most recent low closing price of
         our common stock. In addition, the board of directors engaged McClendon, Morrison & Partners, Inc. to advise them with
         respect to whether the rights offering was a reasonable means, from a financial point of view, of raising capital to address the
         capital and liquidity needs of us and our subsidiary banks.

               The subscription price is not necessarily related to our book value, results of operations, cash flows, financial condition,
         net worth or any other established criteria of value and may or may not be considered the fair value of our common stock at
         the time this rights offering was approved by our board of directors during the rights offering period. You should not
         consider the subscription price as an indication of the value of our company or our common stock. We cannot assure you
         that you will be able to sell shares of our common stock purchased in this rights offering at a price equal to or greater than
         the subscription price. On [ • ], 2010, the closing sale price of our common stock on the NYSE Amex was $[ • ] per share. In
         addition, there is currently no market for our warrants and, unless you choose to exercise the warrants for shares of common
         stock, you may not be able to re-sell such warrants.


                                                                         31
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              The board of directors agreed to pay McClendon, Morrison & Partners, Inc. a fee equal to 2% of the gross proceeds
         from the exercise of rights in this rights offering, subject to certain exceptions (including with respect to any proceeds from
         rights exercised by R. Dean Phillips or his related entities or affiliates), upon completion of this rights offering, and up to
         $75,000 in expenses. No portion of the fee was contingent upon approval or completion of the rights offering. We have
         further agreed to indemnify McClendon, Morrison & Partners, Inc. and certain other parties affiliated or associated with
         McClendon, Morrison & Partners, Inc. against certain claims, liabilities and expenses related to or arising in connection with
         the rendering by McClendon, Morrison & Partners, Inc. of its services as described above. For purposes of the commissions
         payable to McClendon, Morrison & Partners, Inc. in connection with the exercise of rights in this rights offering, the
         Company has assumed (with McClendon, Morrison & Partners, Inc.‘s permission) that the warrant included in each Unit has
         no current fair market value and therefore that the commission is payable solely on the shares of common stock included in
         the Unit and on the shares of common stock issued upon exercise of the warrant, if exercised.


         Expiration Time

               The subscription rights will expire at 5:00 p.m., New York City time, on October 29, 2010, unless we decide to extend
         this rights offering. If you do not validly exercise your subscription rights prior to that time, your subscription rights will be
         null and void. We will not be required to issue Units to you if the subscription agent receives your subscription rights
         certificate or your payment after that time, regardless of when you sent the subscription rights certificate and payment,
         unless you send them in compliance with the guaranteed delivery procedures described below.


         Minimum Subscriptions

               We are not requiring minimum subscriptions to complete the rights offering.


         Cancellation and Amendment of Rights Offering

              We may cancel this rights offering in our sole discretion at any time prior to the acceptance of any subscriptions for any
         reason, including as a result of a change in the market price of our common stock, or if at any time before completion of the
         rights offering there is any judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held
         to be applicable to the rights offering that in the sole judgment of our board of directors would or might make the rights
         offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the rights
         offering. If we cancel the rights offering, in whole or in part, all affected subscription rights will expire without value. If we
         cancel this rights offering, any funds you paid will be refunded, without interest or deduction.

              We reserve the right to amend the terms of this rights offering. If we make an amendment that we consider material, we
         will extend this rights offering and offer all rights holders the right to revoke any subscription submitted prior to such
         amendment upon the terms and conditions we set forth in the amendment. The extension of the expiration date of this rights
         offering will not, in and of itself, be a material amendment for these purposes.


         Acceptance of Subscriptions

              We may, in our discretion, accept from time to time subscriptions relating to basic subscription rights when received
         rather than at the expiration of the rights offering period. If so accepted, funds relating thereto will not be held by the
         subscription agent but will be released to us. If we later cancel or terminate the rights offering, all subscriptions whether or
         not then accepted will be returned to subscribers without interest or deduction. Over-subscription rights will be accepted, if
         then available, only at the expiration of the rights offering period.


         Non-Transferability of Subscription Rights

               Except in the limited circumstances described below, only you may exercise your subscription rights, and you may not
         sell, give away or otherwise transfer your subscription rights.


                                                                         32
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              You may, however, transfer your subscription rights to any of your affiliates. As used in this rights offering for this
         purpose, an affiliate means any person (including a partnership, corporation or other legal entity, such as a trust or estate)
         which controls, is controlled by or is under common control with you. Your subscription rights also may be transferred by
         operation of law. For example, a transfer of subscription rights to your estate upon your death would be permitted. If your
         subscription rights are transferred as permitted, evidence satisfactory to us that the transfer was proper must be received by
         the subscription agent prior to the expiration time of this rights offering.


         Exercise of Subscription Rights

               You may exercise your subscription rights by delivering to the subscription agent on or prior to the expiration time:

               • a properly completed and duly executed subscription rights certificate;

               • any required signature guarantees or other supplemental documentation; and

               • payment in full of $[ • ] per Unit subscribed for pursuant to your basic subscription rights and, if you so choose,
                 pursuant to your over-subscription right.

               You should deliver your subscription rights certificate and payment to the subscription agent at the address set forth in
         this section under the heading ―Subscription Agent.‖ We will not pay you interest on funds delivered to the subscription
         agent pursuant to the exercise of subscription rights.

              You bear all risk for the method of delivery of subscription rights certificates, any necessary accompanying documents
         and payment of the subscription price to the subscription agent. If you send the subscription rights certificate and other items
         by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. You should
         allow a sufficient number of days to ensure delivery and clearance of cash payment prior to the expiration time.

               We reserve the right to reject any exercise of subscription rights if the exercise does not fully comply with the terms of
         this rights offering or is not in proper form or if the exercise of rights would be unlawful.


         Method of Payment

              Payment for the shares of our common stock subscribed for must be made by personal check payable to ―Illinois Stock
         Transfer Co. acting as Subscription Agent for Mercantile Bancorp, Inc.‖, or wire transfer of immediately available funds to
         account maintained by the subscription agent. Payment will be deemed to have been received by the subscription agent only
         upon the subscription agent‘s receipt and clearance of a personal check or wire transfer. Please note that funds paid by
         personal check may take at least five business days to clear. Accordingly, if you wish to pay by means of a personal check,
         we urge you to make payment sufficiently in advance of the expiration time to ensure that the subscription agent receives
         cleared funds before that time.


         Guaranteed Delivery Procedures

               If you wish to exercise your subscription rights, but you do not have sufficient time to deliver the subscription rights
         certificate evidencing your rights to the subscription agent before the expiration time, you may exercise your subscription
         rights by complying with the following guaranteed delivery procedures:

               • provide your payment in full of the subscription price for each Unit being subscribed for pursuant to the basic
                 subscription rights and the over-subscription right to the subscription agent before the expiration time;

               • deliver a notice of guaranteed delivery to the subscription agent at or before the expiration time; and

               • deliver the properly completed subscription rights certificate evidencing the subscription rights being exercised,
                 with any required signatures medallion guaranteed, to the subscription agent, within three business days after the
                 date on which this rights offering expired.
      Your notice of guaranteed delivery must be substantially in the form provided to you with your subscription rights
certificate. Your notice of guaranteed delivery must come from an eligible institution which is a member of, or


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         a participant in, a signature medallion guarantee program acceptable to the subscription agent. In your notice of guaranteed
         delivery you must state:

               • your name;

               • the number of subscription rights represented by your subscription rights certificate, the number of shares of our
                 common stock you are subscribing for pursuant to your basic subscription right and pursuant to your
                 over-subscription right; and

               • your guarantee that you will deliver to the subscription agent any subscription rights certificates evidencing the
                 subscription rights you are exercising within three business days following the date on which this rights offering
                 expired.

              You may deliver the notice of guaranteed delivery to the subscription agent in the same manner as the subscription
         rights certificate at the addresses set forth in the section ―— Subscription Agent.‖

              Eligible institutions may also transmit the notice of guaranteed delivery to the subscription agent by facsimile
         transmission to (312) 427-2879. To confirm facsimile deliveries, you may call (800) 757-5755.

             The subscription agent will send you additional copies of the form of notice of guaranteed delivery if you need them.
         You may call the subscription agent at (800) 757-5755.


         Signature Guarantees

              Signatures on the subscription rights certificate do not need to be guaranteed if either the subscription rights certificate
         provides that the Units to be purchased are to be delivered directly to the record owner of such subscription rights, or the
         subscription rights certificate is submitted for the account of a member firm of a registered national securities exchange or a
         member of FINRA, or a commercial bank or trust company having an office or correspondent in the United States.
         Signatures on all other subscription rights certificates must be guaranteed by an Eligible Guarantor Institution, as defined in
         Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the subscription agent. Eligible
         Guarantor Institutions include banks, brokers, dealers, credit unions, national securities exchanges and savings associations.


         Rights of Subscribers

              Your exercise of subscription rights in this rights offering will give you no additional rights as a stockholder or
         warrantholder until the shares of our common stock and warrants you have subscribed for in this rights offering are issued to
         you.


         No Revocation of Exercised Subscription Rights

               Once you send in your subscription rights certificate and payment, you cannot revoke the exercise of your subscription
         rights, even if the subscription period has not yet ended or we extend the subscription period, and you later learn information
         about us that you consider to be unfavorable or the market price of our common stock is below the $[ • ] per Unit purchase
         price. However, if we make an amendment to this rights offering that we believe to be material, we will extend this rights
         offering and offer all rights holders the right to revoke any subscription submitted prior to such amendment upon the terms
         and conditions we set forth in the amendment. The extension of the expiration date of this rights offering will not, in and of
         itself, be a material amendment for these purposes. You should not exercise your subscription rights unless you are certain
         that you wish to purchase Units at a price of $[ • ] per Unit.


         Issuance of Units

              Unless we earlier terminate this rights offering, the shares of common stock and warrants comprising the Units
         purchased in this rights offering will be issued as soon as practicable following the expiration of this rights offering to those
         rights holders who have timely and properly completed, signed and delivered a subscription rights certificate together with
         payment of the subscription price for each Unit subscribed for. If we accept subscriptions relating to basic subscription rights
         prior to the termination or expiration of the offering, we will also issue the shares
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         of common stock and warrants comprising the Units as soon as practicable following such acceptance. We will accept
         over-subscription payments only following the expiration of the rights offering.

              Your payment of the aggregate subscription price for Units subscribed for will be retained by the subscription agent and
         will not be delivered to us unless and until your subscription is accepted and you are issued your shares of our common stock
         and warrants. You will not be paid any interest on funds paid to the subscription agent, regardless of whether the funds are
         applied to the subscription price or returned to you. You will have no rights as a stockholder of the company with respect to
         the shares of our common stock subscribed for in this rights offering until the certificates representing such shares are issued
         to you (either in physical form or electronically through the facilities of DTC). You will be deemed the owner of the shares
         of our common stock you purchased pursuant to your exercise of subscription rights upon the issuance of the certificates
         representing the shares. Unless otherwise instructed in the subscription rights certificate, the shares issued to you pursuant to
         your exercise of subscription rights will be registered in your name or the name of your nominee, if applicable. We will not
         issue any fractional shares of our common stock.


         Shares Held for Others

               If you are a broker, a trustee or a depository for securities, or you otherwise hold shares of our common stock for the
         account of others as a nominee holder, you should promptly notify the beneficial owner of such shares as soon as possible to
         obtain instructions with respect to their subscription rights. If the beneficial owner so instructs, you should complete the
         appropriate subscription rights certificate and submit it, together with any other required documentation and payment in full
         for the Units subscribed for, to the subscription agent.

              If you are a beneficial owner of our common stock held by a nominee holder, such as a broker, dealer or bank, we will
         ask your broker, dealer, bank or other nominee to notify you of this rights offering. If you wish to purchase Units in this
         rights offering, you should promptly contact the nominee holder and ask him or her to effect transactions in accordance with
         your instructions.


         Ambiguities in Exercise of Subscription Rights

              If you do not specify the number of Units being subscribed for on your subscription rights certificate with respect to
         your basic subscription right or your over-subscription right, or if your payment is not sufficient to pay the total purchase
         price for all of the Units that you indicated you wished to purchase, you will be deemed to have subscribed for the maximum
         number of Units that could be subscribed for with the payment that the subscription agent receives from you. If the aggregate
         subscription price paid by you exceeds the amount necessary to purchase the number of Units which you have indicated an
         intention to purchase, then you will be deemed to have exercised your basic subscription rights or over-subscription rights,
         as the case may be, in full to the extent of the payment tendered to purchase that number of Units equal to the quotient
         obtained by dividing the payment tendered by the subscription price. Any remaining amount shall be returned to you by
         mail, without interest or deduction, as soon as practicable after the expiration of this rights offering and after all prorations
         and adjustments contemplated by the terms of this rights offering have been effected.


         Our Determinations will be Binding

              All questions concerning the timeliness, validity, form and eligibility of any exercise of subscription rights will be
         determined by us, and our determinations will be final and binding. In our sole discretion, we may waive any defect or
         irregularity, or permit a defect or irregularity to be corrected within such time as we may determine, or reject the purported
         exercise of any subscription right by reason of any defect or irregularity in any exercise. Subscriptions will not be deemed to
         have been received or accepted until all irregularities have been waived by us or cured within such time as we determine in
         our sole discretion. Neither we nor the subscription agent will be under any duty to notify you of any defect or irregularity in
         connection with the submission of a subscription rights certificate or incur any liability for failure to give you that notice.


                                                                        35
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         Shares of our Common Stock Issued and Outstanding after this Rights Offering

              As of [ • ], 2010, we had issued and outstanding 8,703,330 shares of our common stock. Assuming we issue all of the
         Units offered in this rights offering, 17,406,660 shares of our common stock will be issued and outstanding after this rights
         offering. This would represent an increase of 100% in the number of issued and outstanding shares of our common stock. In
         addition, if we issue all of the Units offered in this rights offering, we will issue warrants to acquire 8,703,330 shares of our
         common stock. If you do not fully exercise your subscription rights but others do, the percentage of our common stock that
         you hold will decrease.


         No Fractional Shares

              We will not issue fractional shares. Fractional shares of common stock resulting from the exercise of the subscription
         rights will be eliminated by rounding up to the nearest whole share, with the total subscription payment being adjusted
         accordingly. Any excess subscription payments received by the subscription agent will be returned, without interest, as soon
         as practicable.


         Fees and Expenses

              We will pay all fees charged by the subscription agent. You are responsible for paying any other commissions, fees,
         taxes or other expenses incurred in connection with the exercise of your subscription rights, and neither we, the subscription
         agent nor the information agent will pay those expenses.


         Subscription Agent

               We have appointed Illinois Stock Transfer Co. as subscription agent for this rights offering.

              You can contact the subscription agent by mail or overnight courier at Illinois Stock Transfer Company, 209 West
         Jackson Boulevard, Suite 903, Chicago, Illinois 60606.

              You should deliver your subscription rights certificate, payment of the subscription price and notice of guaranteed
         delivery (if any) to the subscription agent. We will pay the fees and certain expenses of the subscription agent, which we
         estimate will total approximately $2,000. Under certain circumstances, we may indemnify the subscription agent from
         certain liabilities that may arise in connection with this rights offering.


         No Recommendations

              Neither we nor our board of directors are making any recommendation as to whether or not you should exercise your
         subscription rights. You should make your decision based on your own assessment of your best interests.


         Important

            DO NOT SEND SUBSCRIPTION RIGHTS CERTIFICATES DIRECTLY TO US. YOU ARE RESPONSIBLE
         FOR CHOOSING THE PAYMENT AND DELIVERY METHOD FOR YOUR SUBSCRIPTION RIGHTS
         CERTIFICATE, AND YOU BEAR THE RISKS ASSOCIATED WITH SUCH DELIVERY. IF YOU CHOOSE TO
         DELIVER YOUR SUBSCRIPTION RIGHTS CERTIFICATE AND PAYMENT BY MAIL, WE RECOMMEND
         THAT YOU USE REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. WE
         ALSO RECOMMEND THAT YOU ALLOW A SUFFICIENT NUMBER OF DAYS TO ENSURE DELIVERY TO
         THE SUBSCRIPTION AGENT AND CLEARANCE OF PAYMENT PRIOR TO THE EXPIRATION TIME.


         Subscription Agent If You Have Questions

              Illinois Stock Transfer Co. will act as the subscription agent in connection with this rights offering. The subscription
         agent will receive for its administrative, processing, invoicing and other services a fee estimated to be approximately $2,000
         plus reimbursement for all reasonable out-of-pocket expenses related to this offering. The subscription agent does not make
         any recommendations as to whether or not you should exercise your subscription
36
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         rights. We have also agreed to indemnify the subscription agent against certain liabilities that it may incur in connection with
         this offering.

              Completed subscription rights certificates must be sent with full payment of the subscription price for all shares
         subscribed for through the exercise of the subscription right to the subscription agent by one of the methods described below.

              We will accept only properly completed and duly executed subscription rights certificates actually received at any of
         the addresses listed below, at or prior to 5:00 p.m., New York City time, on the expiration date of this offering. In this
         prospectus, close of business means 5:00 p.m., New York City time, on the relevant date.


         Subscription
         Rights
         Certificate
         Delivery
         Method                                                                          Address/Number


         By Mail                                                                         209 West Jackson Boulevard, Suite 903
                                                                                         Chicago, Illinois 60606
                                                                                         (800) 757-5755
         By Hand/Overnight Carrier                                                       209 West Jackson Boulevard, Suite 903
                                                                                         Chicago, Illinois 60606
                                                                                         (800) 757-5755

              Delivery to an address other than the address listed above will not constitute valid delivery and, accordingly, may be
         rejected by us.


                                        MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

               The following summarizes the material federal income tax consequences to you as a U.S. stockholder of Mercantile
         Bancorp, Inc. and to us as a result of the receipt, lapse or exercise of the subscription rights distributed to you in this rights
         offering. This discussion does not address the tax consequences of the rights offering under applicable state, local or foreign
         tax laws. Moreover, this discussion does not address every aspect of taxation that may be relevant to a particular taxpayer
         under special circumstances or who is subject to special treatment under applicable law and is not intended to be applicable
         in all respects to all categories of investors. For example, this discussion does not address certain types of investors, such as
         insurance companies, tax-exempt persons, financial institutions, regulated investment companies, dealers in securities,
         persons who hold their shares of our common stock as part of a hedging, straddle, constructive sale or conversion
         transaction, persons whose functional currency is not the U.S. dollar and persons who are not treated as a U.S. stockholder.

               For purposes of this discussion, a U.S. stockholder is a holder of our common stock that is:

               • an individual who is a citizen or resident of the United States;

               • a corporation, partnership or other entity created in, or organized under the laws of, the United States or any state or
                 political subdivision thereof;

               • an estate the income of which is includable in gross income for U.S. federal income tax purposes regardless of its
                 source; or

               • a trust that either:

                    • the administration of which is subject to the primary supervision of a U.S. court and which has one or more
                      U.S. persons who have the authority to control all substantial decisions of the trust; or

                    • was in existence on August 20, 1996, was treated as a U.S. person on the previous day and elected to continue to
                      be so treated.
     This summary is based on the Code, the Treasury Regulations promulgated thereunder, judicial authority and current
administrative rules and practice, any of which may subsequently be changed, possibly retroactively, or interpreted
differently by the Internal Revenue Service, so as to result in U.S. federal income tax consequences different from those
discussed below. The discussion that follows neither binds nor precludes the Internal Revenue Service from adopting a
position contrary to that expressed herein, and we cannot assure you that such a contrary position could not be asserted
successfully by the Internal Revenue Service or adopted by a court if the position


                                                            37
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         were litigated. We have not obtained a ruling from the Internal Revenue Service with respect to the federal income tax
         consequences discussed below. This discussion assumes that the shares of our common stock you currently own and the
         subscription rights, shares of our common stock and warrants issued to you in this rights offering constitute capital assets
         within the meaning of Section 1221 of the Code.

              Receipt and exercise of the subscription rights distributed in this rights offering is intended to be nontaxable to
         stockholders, and the following summary assumes you will qualify for such nontaxable treatment. If, however, this rights
         offering does not qualify as nontaxable, you would be treated as receiving a taxable distribution equal to the fair market
         value of the subscription rights on their distribution date. The distribution would be taxed as a dividend to the extent made
         out of our current or accumulated earnings and profits; any excess would be treated first as a return of your basis
         (investment) in your stock and then as a capital gain. Expiration of the subscription rights would result in a capital loss.


         Taxation of Stockholders

              Receipt of subscription rights. You will not recognize any gain or other income upon your receipt of subscription
         rights in respect of your shares of our common stock. Your tax basis in each subscription right will effectively depend on
         whether you exercise the subscription right or allow the subscription right to expire. Except as provided in the following
         sentence, the basis of the subscription rights you receive as a distribution with respect to your shares of our common stock
         will be zero. If, however, either (i) the fair market value of the subscription rights on the date of issuance is 15% or more of
         the fair market value (on the date of issuance of the rights) of the shares of our common stock with respect to which they are
         received or (ii) you properly elect, in your federal income tax return for the taxable year in which the subscription rights are
         received, to allocate part of your basis in your shares of our common stock to the subscription rights, then upon exercise of
         the subscription rights, your basis in your shares of our common stock will be allocated between your shares of our common
         stock and your subscription rights in proportion to the fair market value of each on the date the subscription rights are issued.
         In addition, your holding period for a subscription right will include your holding period for the shares of our common stock
         with respect to which the subscription right is issued.

              Expiration of subscription rights. You should generally not recognize any loss upon the expiration of the subscription
         rights, as no basis will generally be allocated to such subscription rights, as described above. If basis is allocated to the
         subscription rights, if the subscription rights expire without exercise, and if you have previously disposed of the common
         stock with respect to which the subscription rights were received, you should consult your tax advisor regarding the ability to
         recognize a loss on the expiration of the subscription rights.

               Exercise of subscription rights. You generally will not recognize a gain or loss upon the exercise of a subscription
         right. The tax basis of any share of our common stock that you purchase upon exercise of the subscription rights will be
         equal to the portion of the basis of the subscription right, if any, as described above, allocated to the right to purchase the
         share, plus the portion of the subscription price allocated to the common stock. The tax basis of any warrant that you
         purchase upon exercise of the subscription rights will be equal to the portion of the basis of the subscription right, if any, as
         described above, allocated to the right to purchase the warrant, plus the portion of the subscription price allocated to the
         warrant. The portion of the subscription price allocated to the share of common stock and the portion of the subscription
         price allocated to the warrant will be determined for this purpose by allocating the subscription price for each Unit between
         the share of common stock and the warrant in proportion to their respective fair market values on the date the subscription
         rights are exercised. The holding period of the shares of our common stock and warrants purchased in this rights offering
         will begin on the date that you exercise your subscription rights.


         Taxation of the Company

              We will not recognize any gain, other income or loss upon the issuance of the subscription rights, the lapse of the
         subscription rights or the receipt of payment for shares of our common stock and warrants upon exercise of the subscription
         rights.

            THIS DISCUSSION IS INCLUDED FOR YOUR GENERAL INFORMATION ONLY. YOU SHOULD
         CONSULT YOUR TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES TO YOU OF THIS


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         RIGHTS OFFERING IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING ANY STATE,
         LOCAL AND FOREIGN TAX CONSEQUENCES.


                                                          PLAN OF DISTRIBUTION

              On or about the date hereof, we will distribute the subscription rights, subscription rights certificates and copies of this
         prospectus to individuals who owned shares of common stock of record as of 5:00 p.m., New York City time, on
         September 23, 2010, the record date for the rights offering. If you wish to exercise your subscription rights and purchase
         shares of common stock, you should complete the subscription rights certificate and return it with payment for the shares of
         our common stock, to the subscription agent, Illinois Stock Transfer Co. See ―The Rights Offering — Exercise of
         Subscription Rights.‖ If you have any questions, you should contact the subscription agent at (800) 757-5755.

              We have agreed to pay the subscription agent customary fees plus certain expenses in connection with the rights
         offering. Except as described in this section, we are not paying any other commissions, underwriting fees or discounts in
         connection with the rights offering. Some of our employees may solicit responses from you as a holder of subscription
         rights, but we will not pay our employees any commissions or compensation for these services other than their normal
         employment compensation. We estimate that our total expenses in connection with this rights offering will be approximately
         $262,000.

               Our board of directors agreed to pay McClendon, Morrison & Partners, Inc. a fee equal to 2% of the gross proceeds
         from the exercise of rights in this rights offering, subject to certain exceptions (including with respect to any proceeds from
         rights exercised by R. Dean Phillips or his related entities or affiliates), upon completion of this rights offering, and up to
         $75,000 in expenses. We have further agreed to indemnify McClendon, Morrison & Partners, Inc. and certain other parties
         affiliated or associated with McClendon, Morrison & Partners, Inc. against certain claims, liabilities and expenses related to
         or arising in connection with the rendering by McClendon, Morrison & Partners, Inc. of its services as described above. For
         purposes of the commissions payable to McClendon, Morrison & Partners, Inc. in connection with the exercise of rights in
         this rights offering, the Company has assumed (with McClendon, Morrison & Partners, Inc.‘s permission) that the warrant
         included in each Unit has no current fair market value and therefore that the commission is payable solely on the shares of
         common stock included in the Unit and on the shares of common stock issued upon exercise of the warrant, if exercised.


                                                               LEGAL MATTERS

             The validity of the securities offered by this prospectus will be passed upon for us by Schmiedeskamp, Robertson,
         Neu & Mitchell LLP.


                                                                    EXPERTS

              The audited consolidated financial statements of Mercantile Bancorp, Inc. incorporated in this prospectus by reference
         from the company‘s Annual Report on Form 10-K for the year ended December 31, 2009 have been audited by BKD LLP,
         an independent registered public accounting firm, as stated in their report dated April 7, 2010, which is incorporated by
         reference. Such audited consolidated financial statements have been so incorporated in reliance upon the reports of such firm
         given upon their authority as experts in accounting and auditing.


                                             WHERE YOU CAN FIND MORE INFORMATION

              We are a public company and file annual, quarterly and special reports, proxy statements and other information with the
         SEC. You may read and copy any document we file at the SEC‘s Public Reference Room at 100 F Street, N.E.,
         Washington, D.C. 20549 on official business days during the hours of 10:00 am to 3:00 pm. Please call the SEC at
         1-800-SEC-0330 for more information about the operation of the Public Reference Room. Our SEC filings are also available
         to the public at the SEC‘s website at http://www.sec.gov .


                                                                         39
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               This prospectus is only part of a Registration Statement on Form S-1 that we have filed with the SEC under the
         Securities Act with respect to the subscription rights, shares of common stock and warrants comprising the subscription
         rights, and shares of common stock underlying the warrants to be sold in this offering. This prospectus does not contain all
         the information included in the Registration Statement. For further information about us and the securities to be sold in this
         offering, please refer to the Registration Statements including its exhibits.


                                 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

              The SEC allows us to ―incorporate by reference‖ the information that we have filed with it, meaning we can disclose
         important information to you by referring you to those documents already on file with the SEC. The information
         incorporated by reference is considered to be part of this prospectus except for any information that is superseded by other
         information that is included in this prospectus.

               This filing incorporates by reference the following documents, which we have previously filed with the SEC:

               • Our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed on April 7, 2010 and as
                 amended by Form 10-K/A filed on April 30, 2010;

               • Our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2010, as filed on May 17, 2010 and for
                 the fiscal quarter ended June 30, 2010, as filed on August 16, 2010;

               • Our definitive Proxy Statement used in connection with the Annual Meeting of Stockholder held on May 24, 2010,
                 as filed on May 7, 2010; and

               • Our Current Reports on Form 8-K, as filed on February 22, 2010, March 1, 2010, April 6, 2010, May 24, 2010,
                 May 27, 2010, July 14, 2010 and August 30, 2010.

              You should rely only on the information contained in this prospectus or that information to which this prospectus has
         referred you by reference. We have not authorized anyone to provide you with any additional information.

              These documents may also be accessed through our website at www.mercbanx.com or as described under ―Where You
         Can Find More Information.‖ The information and other content contained on or linked from our website are not part of this
         prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
         deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies
         or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or
         superseded, to constitute a part of this prospectus.

               We will provide, without charge, to each person, including any beneficial owner, to whom this prospectus is delivered,
         on the written or oral request of such person, a copy of any or all of the reports or documents incorporated by reference in
         this prospectus but not delivered with this prospectus. Any request may be made by writing or calling us at the following
         address or telephone number: Mercantile Bancorp, Inc., 200 North 33rd Street, Quincy, Illinois 62301, Attention: Corporate
         Secretary, (217) 223-7300.


                                                                       40
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                                    PART II — INFORMATION NOT REQUIRED IN PROSPECTUS


         ITEM 13.      Other Expenses of Issuance and Distribution


         Registration Fee                                                                                                   $   3,446
         Printing and Engraving Expenses                                                                                       22,000
         Transfer Agent Fees                                                                                                    2,000
         Legal Fees and Expenses                                                                                              150,000
         Accounting Expenses                                                                                                   30,000
         NYSE Amex Listing Fee                                                                                                 45,000
         Miscellaneous                                                                                                         10,000
         Total                                                                                                              $ 262,446


         * Other than the Registration Fee, all expenses are estimated


         ITEM 14.      Indemnification of Directors and Officers

               The company‘s Certificate of Incorporation provides that, to the fullest extent permitted by Section 145 of the Delaware
         Corporation Law, the company shall indemnify all directors, officers, employees, and agents and persons serving at the
         request of the company in any such capacity for another corporation or business against all expenses and liabilities as to
         actions in their official capacities and as to actions in all other capacities while holding such offices. Such indemnification
         shall continue to apply to former directors, officers, employees and agents and shall inure to the benefit of all indemnified
         persons‘ heirs, executors and administrators. The indemnification rights under the Certificate are in addition to and not
         exclusive of any other rights of indemnification to which a person may be entitled.

               In addition, the Certificate provides that a director of the company shall not be personally liable to the company or its
         stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the
         director‘s duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve
         intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or
         (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation
         Law is amended in the future to authorize broader elimination or limitation of liability for a director, then in addition to the
         foregoing elimination of liability, upon the effective date of such amendment the liability of a director shall without further
         act also be eliminated and limited to such broader extent to the fullest extent not prohibited by the Delaware General
         Corporation Law, as amended. The foregoing provisions shall be deemed to be a contract with each director of the company
         who serves as such at any time while such provisions are in effect, and each such director shall be deemed to be serving as
         such in reliance on these provisions. No repeal or amendment of the company‘s Certificate of Incorporation shall adversely
         affect any right or any elimination or limitation of liability of a director existing at the time of the repeal or amendment.

              The company‘s Bylaws provide the company shall indemnify any person who is a party to an action (including actions
         by or in the right of the company) by reason of the fact the person is or was a director or officer of the company or serving at
         the request of the company as a director or officer of another entity, against all expenses, judgments and other amount
         incurred if the person acted in good faith and in a manner he or she reasonably believed to be in the best interest of the
         company and, with respect to any criminal action, had no reasonable basis to believe his or her conduct was unlawful.
         However, with respect to an action by or in the right of the company, no indemnification shall be made with respect to any
         matter in which the person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the
         company unless and only to the extent the court determines that, despite the adjudication, the person is reasonably entitled to
         indemnification. Whether a person is entitled to such indemnification is generally determined by the board of directors. Such
         indemnification rights are not exclusive, and the company may provide further indemnification rights to directors, officers,
         employees and agents of the company or such persons acting in those capacities for another entity at the request of the
         company.


                                                                       II-1
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              The company maintains director and officer liability insurance policies providing for the insurance on behalf of any
         person who is or was a director or officer of the company or a subsidiary for any claim made during the policy period against
         the person in any such capacity or arising out of the person‘s status as such. The insurers‘ limit of liability under the policies
         is $15 million for each insured loss and $15 million in the aggregate for all insured losses for the policy period, which is
         July 15, 2010 through July 15, 2011. Under certain circumstances, there is an additional $5 million of coverage.

             The policies contain various reporting requirements and exclusions, and the company is responsible for a $250,000
         deductible. Among the various standard industry exclusions from coverage, the insurers shall not be liable for loss on
         account of any claim brought or maintained by any individual or entity directly or beneficially owning ten percent (10%) or
         more of the outstanding securities or voting rights representing the present right to vote for election of directors of the parent
         organization.


         ITEM 15.      Recent Sales of Unregistered Securities

             The company has sold no securities within the past three years which were not registered under the Securities Act of
         1933, as amended.


         ITEM 16.      Exhibits and Financial Statement Schedules

              The exhibits listed on the Exhibit Index of this Registration Statement are filed herewith or incorporated herein by
         reference to other filings.


         ITEM 17.      Undertakings

               (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the ―Act‖) may be permitted to
         directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
         has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
         policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
         liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
         the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
         adjudication of such issue.


                                                                        II-2
Table of Contents



                                                                SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to
         be signed on its behalf by the undersigned, thereunto duly authorized in the City of Quincy, State of Illinois, on
         September 20, 2010.
                                                                       Mercantile Bancorp, Inc.




                                                                       By: /s/ Ted T. Awerkamp
                                                                           Name: Ted T. Awerkamp
                                                                           Title: President and Chief Executive Officer

              Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
         persons in the capacities and on the dates indicated.

                                  Signature                                             Title                               Date


         /s/ Ted T. Awerkamp                                          President and Chief Executive Officer         September 20, 2010
         Ted T. Awerkamp                                              (principal executive officer); Director
         /s/ Michael P. McGrath                                        Executive Vice President, Treasurer,         September 20, 2010
         Michael P. McGrath                                           Secretary and Chief Financial Officer
                                                                       (principal financial officer/principal
                                                                               accounting officer)
         *                                                                            Director                      September 20, 2010
         Michael J. Foster
         *                                                                           Director                       September 20, 2010
         William G. Keller, Jr.
         *                                                                           Director                       September 20, 2010
         Dennis M. Prock
         *                                                                           Director                       September 20, 2010
         James W. Tracy
         *                                                                           Director                       September 20, 2010
         Julie A. Brink
         *                                                                           Director                       September 20, 2010
         Alexander J. House
         *                                                                           Director                       September 20, 2010
         John R. Spake
         *                                                                           Director                       September 20, 2010
         Lee R. Keith

         *By: /s/ Michael P. McGrath
             Michael P. McGrath
             Attorney-in-fact


                                                                       II-3
Table of Contents



                                                              Exhibit Index


            Exhibit
            Numbe                                                      Description of
              r                                                           Exhibit


               1 .1#    Form of Dealer-Manager Agreement.
               3 .1     Certificate of Incorporation of Mercantile Bancorp, Inc., as amended, incorporated by reference to Exhibit
                        3.1 to the Registration Statement on Form 10 dated May 12, 2004 (File No. 000-50757) (the ―Form 10‖).
               3 .2     Certificate of Amendment to the Certificate of Incorporation of Mercantile Bancorp, Inc., incorporated by
                        reference to 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#    Certificate of Amendment to the Certificate of Incorporation of Mercantile Bancorp, Inc.
               3 .4     Bylaws of Mercantile Bancorp, Inc., as amended, incorporated by reference to Exhibit 3.1 to Form 10-Q for
                        the quarter ended June 30, 2009.
               4 .1*    Form of Subscription Right Certificate
               4 .2*    Form of Warrant
              5#        Opinion of Schmiedeskamp, Robertson, Neu & Mitchell LLP regarding legality of securities.
              8#        Opinion of DLA Piper LLP (US) regarding tax matters.
              10 .1†    Executive Employee Salary Continuation Agreement dated December 8, 1994 between Mercantile Trust &
                        Savings Bank and Dan S. Dugan, incorporated by reference to Exhibit 10.3 to the Form 10.
              10 .2†    Amendment to Dugan Executive Employee Salary Continuation Agreement dated April 26, 2004,
                        incorporated by reference to Exhibit 10.4 to the Form 10.
              10 .3†    Second Amendment to Dugan Executive Employee Salary Continuation Agreement dated December 29,
                        2006, incorporated by reference to Exhibit 10.1 to the 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, incorporated by reference to Exhibit 10.4 to the 2008 Form
                        10-K.
              10 .5†    Employment Agreement dated January 1, 2008, between the Company and Ted T. Awerkamp, incorporated
                        by reference to 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,
                        incorporated by reference to Exhibit 10.1 to 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,
                        incorporated by reference to 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, incorporated by reference to 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, incorporated by
                        reference to 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,
                        incorporated by reference to Exhibit 10.3 to the 2008 Third Quarter Form 10-Q.
              10 .11    Mercantile Bancorp, Inc. Profit Sharing Plan and Trust, incorporated by reference to Exhibit 10.7 to the
                        Form 10.
              10 .12    401(k) Plan Adoption Agreement, incorporated by reference to Exhibit 10.8 to the Form 10.
              10 .13    Amendment to the Profit Sharing Plan and Trust, incorporated by reference to Exhibit 10.9 to the Form 10.
              10 .14    Consulting Agreement dated March 2, 2007 between Mercantile Bancorp, Inc. and Dan S. Dugan,
                        incorporated by reference to Exhibit 10.1 to the Form 8-K filed March 7, 2007.
              10 .15    Consulting Agreement dated January 15, 2008 between Mercantile Bancorp, Inc. and Dan S. Dugan,
                        incorporated by reference to 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,
                        incorporated by reference to Exhibit 10.16 to the 2008 Form 10-K.
Table of Contents


            Exhibit
            Numbe                                                      Description of
              r                                                           Exhibit


              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,
                       incorporated by reference to Exhibit 10.1 to 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, incorporated by reference to Exhibit 10.1 to 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, incorporated by reference to Exhibit 10.1 to 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, incorporated by reference to Exhibit 10.1 to 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, incorporated by reference to 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, incorporated by reference to Exhibit 10.22 to the 2008 Form 10-K.
              10 .23   Secured Demand Promissory Note made by Mercantile Bancorp, Inc. to Great River Bancshares, Inc., dated
                       February 5, 2009, incorporated by reference to Exhibit 10.23 to the 2008 Form 10-K.
              10 .24   Fourth Amended and Restated Loan Agreement by and between Mercantile Bancorp, Inc. and Great River
                       Bancshares, Inc., dated April 30, 2009, incorporated by reference to Exhibit 99.1 to Form 8-K filed May 6,
                       2009.
              10 .25   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, incorporated by reference to Exhibit 10.24
                       to the 2008 Form 10-K.
              10 .26   First Amendment to Waiver and Agreement by and between Mercantile Bancorp, Inc. and Great River
                       Bancshares, Inc., dated March 13, 2009, incorporated by reference to Exhibit 99.2 to Form 8-K filed May 6,
                       2009.
              10 .27   Fourth Amended and Restated Loan Agreement Waiver and Amendment dated August 10, 2009, incorporated
                       by reference to Exhibit 10.5 to the Form 10-Q for the quarter ended June 30, 2009 (the ―2009 Second Quarter
                       10-Q‖).
              10 .28   Stock Purchase Agreement dated as of November 22, 2009 by and between Mercantile Bancorp, Inc. and
                       United Community Bancorp, Inc., incorporated by reference to Exhibit 10.1 to Form 8-K filed on November
                       25, 2009 (the ―November 2009 Form 8-K‖).
              10 .29   Second Waiver and Amendment dated November 21, 2009 by and between Mercantile Bancorp, Inc. and
                       Great River Bancshares, Inc., incorporated by reference to Exhibit 10.3 to the November 2009 Form 8-K.
              10 .30   Exchange Agreement dated as of November 21, 2009 by and between Mercantile Bancorp, Inc. and R. Dean
                       Phillips, incorporated by reference to Exhibit 10.2 to the November 2009 Form 8-K.
              10 .31   Construction Agreement dated August 24, 2006 by and between Mercantile Trust & Savings Bank, Owner,
                       and Clayco, Inc., Contractor, incorporated by reference to Exhibit 10.2 to the 2006 Third Quarter Form 10-Q.
              10 .32   General Conditions of the Contract for Construction by and between Mercantile Trust & Savings Bank,
                       Owner, and Clayco, Inc., Contractor, incorporated by reference to Exhibit 10.3 to the 2006 Third Quarter
                       Form 10-Q.
              10 .33   Indenture dated August 25, 2005 between Mercantile Bancorp, Inc. and Wilmington Trust Company, as
                       trustee, incorporated by reference to Exhibit 10.1 to the 2009 Second Quarter Form 10-Q.
              10 .34   Junior Subordinated Indenture dated July 13, 2006 between Mercantile Bancorp, Inc. and Wilmington Trust
                       Company, as trustee, incorporated by reference to Exhibit 10.2 to the 2009 Second Quarter Form 10-Q.
              10 .35   Indenture dated July 13, 2006 (Fixed/Floating Rate Junior Subordinated Debt Securities Due 2036) between
                       Mercantile Bancorp, Inc. and Wilmington Trust Company, as trustee, incorporated by reference to Exhibit
                       10.3 to the 2009 Second Quarter Form 10-Q.
Table of Contents




             Exhibit
             Numbe                                                    Description of
               r                                                         Exhibit


               10 .36    Junior Subordinated Indenture dated August 30, 2007 between Mercantile Bancorp, Inc. and Wilmington
                         Trust Company, as trustee, incorporated by reference to Exhibit 10.4 to the 2009 Second Quarter Form
                         10-Q.
               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, incorporated by reference to the Annual
                         Report on Form 10-K for the year ended December 31, 2009 (the ―2009 10-K‖).
               21        Subsidiaries of registrant, incorporated by reference to Exhibit 21 to the 2009 10-K
               23 .1*    Consent of BKD LLP
               23 .2#    Consent of Schmiedeskamp, Robertson, Neu & Mitchell LLP (included in Exhibit 5)
              24#        Power of Attorney (included on page II-3 of this Registration Statement as previously filed.)
               99 .1#    Form of Instructions for Use of Subscription Rights Certificate
               99 .2#    Notice of Guaranteed Delivery for Subscription Rights Certificate
               99 .3#    Form of Letter to Stockholders
               99 .4#    Form of Letter to Dealers, Banks, Trust Companies and Other Nominees
               99 .5#    Form of Letter to Clients
               99 .6#    Form of Nominee Holder Certification
               99 .7*    Beneficial Owner Election Form


         # Previously filed.

         * Filed herewith.

         † Management contract or compensatory plan or arrangement.
                                                                                                                                   Exhibit 4.1



RIGHTS CERTIFICATE #:                                                                                                   NUMBER OF RIGHTS
    THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY‘S PROSPECTUS
    DATED SEPTEMBER [•], 2010 (THE ―PROSPECTUS‖) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF
    THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW & CO., LLC, THE INFORMATION AGENT.
                                                        Mercantile Bancorp, Inc.
                                           Incorporated under the laws of the State of Delaware
                                                SUBSCRIPTION RIGHTS CERTIFICATE
                                       Evidencing Subscription Rights to Purchase Units consisting of
             One Share of Common Stock and a Warrant to purchase One Share of Common Stock of Mercantile Bancorp, Inc.
                                                       Subscription Price: $[ • ] per Unit
  THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN DAYLIGHT
                                              SAVINGS TIME,
                     ON OCTOBER [ • ] , 2010, UNLESS EXTENDED BY THE COMPANY
REGISTERED
  OWNER:


THIS CERTIFIES THAT the registered owner whose name is
inscribed hereon is the owner of the number of subscription rights
(―Rights‖) set forth above. Each whole Right entitles the holder
thereof to subscribe for and purchase a Unit consisting of one share
of Common Stock, with a par value of $0.4167 per share, of
Mercantile Bancorp, Inc., a Delaware corporation, and a warrant to
purchase one share of Common Stock of Mercantile Bancorp, Inc.,
at a subscription price of $[ • ] per Unit (the ―Basic Subscription
Right‖), pursuant to a rights offering (the ―Rights Offering‖), on the
terms and subject to the conditions set forth in
the Prospectus, as well as additional Units that remain unsubscribed
for as a result of any unexercised Basic Subscription Rights
pursuant to the terms and conditions of the Rights Offering, subject
to proration, as described in the Prospectus (the ―Over-Subscription
Privilege‖). The Rights represented by this Subscription Rights
Certificate may be exercised by completing Form 1 and any other
appropriate forms on the reverse side hereof and by returning the
full payment of the subscription price for each Unit.



This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar. Witness the
signature of Mercantile Bancorp, Inc.‘s duly authorized officer.
Date: September [•], 2010



                        Ted T. Averkamp                                                                 Vice President
              President and Chief Executive Officer                                          Illinois Stock Transfer Company
                                    DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
                      Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.
                                                 If delivering by Hand/Mail/Overnight Courier:
                                                         Illinois Stock Transfer Company
                                                     209 West Jackson Boulevard, Suite 903
                                                                     Chicago, IL
                                   PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for Units pursuant to your Basic Subscription Right,
please complete lines (a) and (c) and sign under Form 4 below. To
subscribe for Units pursuant to your Over-Subscription Privilege, if
applicable, please also complete line (b) and sign under Form 4
below. To the extent you subscribe for more Units than you are
entitled under either the Basic Subscription Right or the
Over-Subscription Privilege, you will be deemed to have elected to
purchase the maximum number of Units for which you are entitled to
subscribe under the Basic Subscription Right or Over-Subscription
Privilege, as applicable.

(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:
I apply for __________ Units x $[ • ]       = $_____________
        (no. of units) (subscription price) (amount enclosed)

(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:
If you wish to subscribe for additional Units:
I apply for __________ Units x $[ • ]       = $_____________
        (no. of units) (subscription price) (amount enclosed)

(c) Total Amount of Payment Enclosed = $________________
METHOD OF PAYMENT (CHECK ONE)
    Check or bank draft drawn on a U.S. bank, or postal,
       telegraphic, or express money order payable to ―Illinois
       Stock Transfer Company, as Subscription Agent.‖ Funds
       paid by an uncertified check may take at least five business
       days to clear.

    Wire transfer of immediately available funds directly to the
       account maintained by Illinois Stock Transfer Company, as
       Subscription Agent, for purposes of accepting subscriptions
       in this Rights Offering at [BANK ACCOUNT], Illinois
       Stock Transfer Company FBO Mercantile Bancorp, Inc.,
       with reference to the rights holder‘s name.

FORM 2-DELIVERY TO DIFFERENT ADDRESS
If you wish for the Units underlying your subscription right or
certificate representing unexercised subscription rights to be delivered
to an address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate address
below, sign under Form 3 and have your signature guaranteed under
Form 4.
FORM 3-SIGNATURE
TO SUBSCRIBE: I acknowledge that I have received the Prospectus
for this Rights Offering and I hereby irrevocably subscribe for the
number of Units indicated above on the terms and conditions
specified in the Prospectus.


Signature(s):


Signature(s):

IMPORTANT: The signature(s) must correspond with the name(s) as
printed on the reverse of this Subscription Rights Certificate in every
particular, without alteration or enlargement, or any other change
whatsoever.

FORM 4-SIGNATURE GUARANTEE
This form must be completed if you have completed any portion of
Form 2.


Signature Guaranteed:
                                        (Name of Bank of Firm)

By:
                                        (Signature of Officer)
IMPORTANT: The signature(s) should be guaranteed by an eligible
guarantor institution (bank, stock broker, savings & loan association
or credit union) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission
Rule 17Ad-15.



FOR INSTRUCTIONS ON THE USE OF MERCANTILE BANCORP, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT
MORROW & CO., LLC, THE INFORMATION AGENT, AT (203) 658-9400 (COLLECT) OR (800) 607-0088 (TOLL-FREE).
                                  Exhibit 4.2



      WARRANT AGREEMENT
              Dated as of
                   , 2010
               between
    MERCANTILE BANCORP, INC.
                 and
ILLINOIS STOCK TRANSFER COMPANY
           as Warrant Agent
              Warrants for
            Common Stock
   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 ‖).

      The Company shall issue the warrants described herein (each, a ― Warrant ‖ and collectively, the ― Warrants ‖) as a
component of certain units (the ― Units ‖), each consisting of one share of the Company‘s Common Stock, par value $0.4167
per share (the ― Common Stock ‖) and one Warrant, which may be acquired upon exercise of certain rights (the ‗‗ Rights ‖)
distributed by the Company to its stockholders of record on September 23, 2010 (the ― Rights Offering ‖).

     Each Warrant entitles the registered holder thereof (the ― Holder ‖) to purchase one share of Common Stock, subject to
the provisions of this Agreement and the relevant Warrant Certificate. Each Warrant Certificate (including any Global
Warrant) shall evidence such number of Warrants as is set forth therein, subject to adjustment pursuant to the provisions of
the Warrant Certificate.

     The Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be freely transferable by
Holders that are not Affiliates of the Company. The Company desires the Warrant Agent to act on behalf of the Company in
connection with the registration, transfer, exchange, redemption, exercise and cancellation of the Warrants as provided
herein and the Warrant Agent is willing to so act.

    Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of
Warrants:


                                                         ARTICLE I

                                                       DEFINITIONS

     SECTION 1.01. Definitions.

      “ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under
common control with, such other Person. For purposes of this definition, ― control ‖ (including, with correlative meanings,
the terms ―controlled by‖ and ―under common control with‖) when used with respect to any Person, means the possession,
directly or indirectly, of the power to cause the direction of management and/or policies of such Person, whether through the
ownership of voting securities by contract or otherwise.

     “ Agent Members ” means the securities brokers and dealers, banks and trust companies, clearing organizations and
certain other organizations that are participants in the Depositary‘s system.

      “ business day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of
Illinois are authorized or required by law or other governmental actions to close.

     “ Definitive Warrant ” means a Warrant Certificate in definitive form that is not deposited with the Depositary or with
the Warrant Agent as custodian for the Depositary.

     “ Depositary ” means The Depository Trust Company, its nominees and their respective successors.

     “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules
and regulations promulgated thereunder.

     “ Exercise Price ” has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.

     “ Expiration Time ” has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.

    “ Officer ” means the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

     “ Officers’ Certificate ” means a certificate signed by two Officers.
    “ Opinion of Counsel ” means a written opinion from legal counsel who is reasonably acceptable to the Warrant Agent.
Such counsel may be an employee of or counsel to the Company or the Warrant Agent.


                                                           2
      “ Person ” means an individual, corporation, partnership, joint venture, association, joint-stock company, limited
liability company, limited liability partnership, trust, unincorporated organization, or government or any agency or political
subdivision thereof or any other entity.

     “ Shares ” has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.

     “ Transfer Agent ” has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.

     “ Warrant Certificate ” means any fully registered certificate (including a Global Warrant) issued by the Company and
authenticated by the Warrant Agent under this Agreement evidencing Warrants, in the form attached as Exhibit A hereto.

     “ Warrant Share Number ” has the meaning set forth in the form of Warrant Certificate attached as Exhibit A hereto.

     SECTION 1.02. Rules of Construction.

     Unless the text otherwise requires, (a) a defined term has the meaning assigned to it; (b) an accounting term not
otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect on
the date hereof; (c) ―or‖ is not exclusive; (d) ―including‖ means including, without limitation; and (e) words in the singular
include the plural and words in the plural include the singular.


                                                         ARTICLE II

                                                         WARRANTS

     SECTION 2.01. Form.

     (a) Global Warrants . Except as provided in Section 2.04 or 2.05, Warrants issued upon any transfer or exchange
thereof shall be issued in the form of one or more permanent global Warrants in fully registered form with the global
securities legend set forth in Exhibit A hereto (each, a ‗‗ Global Warrant ‖), which shall be deposited on behalf of the
Company with the Warrant Agent, as custodian for the Depositary (or with such other custodian as the Depositary may
direct), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and
countersigned by the Warrant Agent as hereinafter provided.

     (b) Book-Entry Provisions . This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of
the Depositary.

     (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either
manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the
Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant
to the Depositary‘s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be
dated the date of its countersignature by the Warrant Agent.

     (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf
by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the
extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent
and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent
of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished
by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of
the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial
owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary
except to the extent set forth herein or in a Warrant Certificate.

    (c) Definitive Securities . Except as provided in Section 2.04 or 2.05, owners of beneficial interests in
Global Warrants will not be entitled to receive physical delivery of Definitive Warrants.


                                                               3
      (d) Warrant Certificates . Warrant Certificates shall be in substantially the form attached as Exhibit A hereto and
shall be typed, printed, lithographed or engraved or produced by any combination of such methods or produced in any other
manner permitted by the rules of any securities exchange on which the Warrants may be listed, all as determined by the
Officer or Officers executing such Warrant Certificates, as evidenced by their execution thereof. Any Warrant Certificate
shall have such insertions as are appropriate or required or permitted by this Agreement and may have such letters, numbers
or other marks of identification and such legends and endorsements, stamped, printed, lithographed or engraved thereon,
(i) as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, (ii) such as may
be required to comply with this Agreement, any law or any rule of any securities exchange on which the Warrants may be
listed, and (iii) such as may be necessary to conform to customary usage.

     SECTION 2.02. Execution and Countersignature.

     At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.

    If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent
countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.

      The Warrant Agent shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates
entitling the Holders thereof to purchase in the aggregate not more than [      ] shares of Common Stock (subject to
adjustment as provided in such Warrant Certificates) upon a written order of the Company signed by one Officer of the
Company. Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent.

     At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a
written order of the Company signed by an Officer of the Company countersign, by either manual or facsimile signature, for
issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided , however , that the Warrant
Agent shall be entitled to receive an Officers‘ Certificate and an Opinion of Counsel of the Company that it may reasonably
request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be
evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned
and the number of Warrants then authorized.

     The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent
countersigns the Warrant Certificate either manually or by facsimile signature. Such signature shall be solely for the purpose
of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has
been duly authenticated and issued under this Agreement.

     SECTION 2.03. Registry.

     The Warrants shall be issued in registered form only. The Warrant Agent shall keep a registry (the ― Registry ‖) of the
Warrant Certificates and of their transfer and exchange. The Registry shall show the names and addresses of the respective
Holders and the date and number of Warrants evidenced on the face of each of the Warrant Certificates. The Holder of any
Global Warrant will be the Depositary or a nominee of the Depositary in whose name the Global Warrant is registered. The
Warrant holdings of Agent Members will be recorded on the books of the Depositary. The beneficial interests in the Global
Warrant held by customers of Agent Members will be reflected on the books and records of such Agent Members and will
not be known to the Warrant Agent, the Company or to the Depositary.

      Except as otherwise provided herein or in the Warrant Certificate, the Company and the Warrant Agent may deem and
treat any Person in whose name a Warrant Certificate is registered in the Registry as the absolute owner of such Warrant
Certificate for all purposes whatsoever and neither the Company nor the Warrant Agent shall be affected by notice to the
contrary.


                                                               4
     SECTION 2.04. Transfer and Exchange.

     (a) Transfer and Exchange of Global Warrants .

     (i) Registration of the transfer and exchange of Global Warrants or beneficial interests therein shall be effected through
the book-entry system maintained by the Depositary, in accordance with this Agreement and the Warrant Certificates and the
procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Warrant (or the relevant Agent
Member on behalf of such transferor) shall deliver to the Warrant Agent (x) a written order given in accordance with the
Depositary‘s procedures containing information regarding the account of the Agent Member to be credited with a beneficial
interest in the Global Warrant and (y) a written instruction of transfer in form satisfactory to the Warrant Agent, duly
executed by the Holder thereof or by his attorney, duly authorized in writing. Additionally, prior to the Holder registering the
transfer or making the exchange as requested, the requirements for such transfer or exchange to be issued in a name other
than the registered Holder shall be met. Such requirements include, inter alia, a signature guarantee from an eligible
guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any
other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions in this
Section 2.04(a)(i), the Warrant Agent shall, in accordance with such instructions, instruct the Depositary to credit to the
account of the Agent Member specified in such instructions a beneficial interest in the Global Warrant and to debit the
account of the Agent Member making the transfer of the beneficial interest in the Warrant being transferred.

     (ii) Notwithstanding any other provisions of this Agreement (other than the provisions set forth in Section 2.05), a
Global Warrant may only be transferred as a whole, and not in part, and only by (A) the Depositary, to a nominee of the
Depositary, (B) a nominee of the Depositary, to the Depositary or another nominee of the Depositary, or (C) the Depositary
or any such nominee to a successor Depositary or its nominee.

      (iii) In the event that a Global Warrant is exchanged and transferred for Definitive Warrants pursuant to Section 2.05,
such Warrants may be exchanged only in accordance with such procedures as are substantially consistent with the provisions
of this Section 2.04 and the requirements of any Warrant Certificate and such other procedures as may from time to time be
adopted by the Company that are not inconsistent with the terms of this Agreement or of any Warrant Certificate.

     (b) Cancellation or Adjustment of Global Warrant . At such time as all beneficial interests in a Global Warrant have
been exchanged for Definitive Warrants, redeemed, repurchased or canceled, such Global Warrant shall be returned to the
Depositary for cancellation or retained and canceled by the Warrant Agent. At any time prior to such cancellation, if any
beneficial interest in a Global Warrant is transferred or exchanged for Definitive Warrants, redeemed, repurchased or
canceled, the number of Warrants represented by such Global Warrant shall be reduced and an adjustment shall be made on
the books and records of the Warrant Agent to reflect such reduction.

     (c) Obligations with Respect to Transfers and Exchanges of Warrants .

     (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent shall
countersign, by either manual or facsimile signature, Global Warrants and Definitive Warrants as required pursuant to the
provisions of Section 2.02 and this Section 2.04.

     (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in
connection therewith.

     (iii) All Warrants issued upon any registration of transfer or exchange pursuant to the terms of this Agreement shall be
the valid obligations of the Company, entitled to the same benefits under this Agreement as the Warrants surrendered upon
such registration for transfer or exchange.

     (d) No Obligation of the Warrant Agent .

     (i) The Warrant Agent shall have no responsibility or obligation to any beneficial owner of a Global Warrant, any
Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the Warrants or with respect to the delivery to any
Agent Member, beneficial owner or other Person (other than the Depositary) of any notice or the


                                                               5
payment of any amount, under or with respect to such Warrants. All notices and communications to be given to the Holders
and all payments to be made to Holders under the Warrants shall be given or made only to or upon the order of the registered
Holders (which shall be the Depositary or its nominee in the case of a Global Warrant). The rights of beneficial owners in
any Global Warrant shall be exercised only through the Depositary subject to the applicable rules and procedures of the
Depositary. The Warrant Agent may rely and shall be fully protected in relying upon information furnished by the
Depositary with respect to its members, participants and any beneficial owners.

      (ii) The Warrant Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in
any Warrant (including any transfer between or among the Agent Members or beneficial owners in any Global Warrant)
other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to
do so if and when expressly required by, the terms of this Agreement, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.

     SECTION 2.05. Definitive Warrants.

     (a) Beneficial interests in a Global Warrant deposited with the Depositary or with the Warrant Agent as custodian for
the Depositary pursuant to Section 2.01 shall be transferred to each beneficial owner thereof in the form of Definitive
Warrants evidencing a number of Warrants equivalent to such owner‘s beneficial interest in such Global Warrant, in
exchange for such Global Warrant, only if such transfer complies with Section 2.04 and (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for such Global Warrant or if at any time the Depositary
ceases to be a ―clearing agency‖ registered under the Exchange Act and, in each such case, a successor Depositary is not
appointed by the Company within 90 days of such notice, (ii) the Company, in its sole discretion, notifies the Warrant Agent
in writing that it elects to cause the issuance of Definitive Warrants under this Agreement, or (iii) the Company shall be
adjudged a bankrupt or insolvent or makes an assignment for the benefit of its creditors or institutes proceedings to be
adjudicated a bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or
consent seeking reorganization under Federal bankruptcy laws or any other similar applicable Federal or State law, or shall
consent to the filing of any such petition, or shall consent to the appointment of a receiver or custodian of all or any
substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or
custodian of it or all or any substantial part of its property shall be appointed, or if a public officer shall have taken charge or
control of the Company or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation.

      (b) Any Global Warrant that is transferable to the beneficial owners thereof in the form of Definitive Warrants pursuant
to this Section 2.05 shall be surrendered by the Depositary to the Warrant Agent to be so transferred, in whole or from time
to time in part, without charge, and the Warrant Agent shall countersign, by either manual or facsimile signature, and deliver
to each beneficial owner in the name of such beneficial owner, upon such transfer of each portion of such Global Warrant,
Definitive Warrants evidencing a number of Warrants equivalent to such beneficial owner‘s beneficial interest in the Global
Warrant. The Warrant Agent shall register such transfer in the Registry, and upon such transfer the surrendered Global
Warrant shall be cancelled by the Warrant Agent.

     (c) All Definitive Warrants issued upon registration of transfer pursuant to this Section 2.05 shall be the valid
obligations of the Company, evidencing the same obligations of the Company and entitled to the same benefits under this
Agreement and the Global Warrant surrendered for registration of such transfer.

     (d) Subject to the provisions of Section 2.05(b), the registered Holder of a Global Warrant may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to
take any action that a Holder is entitled to take under this Agreement or the Warrants.

     (e) In the event of the occurrence of any of the events specified in Section 2.05(a), the Company will promptly make
available to the Warrant Agent a reasonable supply of Definitive Warrants in definitive, fully registered form.

    (f) Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any
Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary.


                                                                  6
     SECTION 2.06. Replacement Certificates.

      If a mutilated Warrant Certificate is surrendered to the Warrant Agent or if the Holder of a Warrant Certificate provides
proof reasonably satisfactory to the Company and the Warrant Agent that the Warrant Certificate has been lost, destroyed or
wrongfully taken, the Company shall issue and the Warrant Agent shall countersign, by either manual or facsimile signature,
a replacement Warrant Certificate of like tenor and representing an equivalent number of Warrants, if the reasonable
requirements of the Warrant Agent and of Section 8-405 of the Uniform Commercial Code as in effect in the State of Illinois
are met. If required by the Warrant Agent or the Company, such Holder shall furnish an indemnity bond sufficient in the
reasonable judgment of the Company and the Warrant Agent to protect the Company and the Warrant Agent from any loss
that either of them may suffer if a Warrant Certificate is replaced. The Company and the Warrant Agent may charge the
Holder for their expenses in replacing a Warrant Certificate. Every replacement Warrant Certificate evidences an additional
obligation of the Company.

     SECTION 2.07. Outstanding Warrants.

      The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the
Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding
if the Company or an Affiliate of the Company holds the Warrant.

     If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding
unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held
by a bona fide purchaser.

     SECTION 2.08. Cancellation.

     In the event the Company shall purchase or otherwise acquire Definitive Warrants, the same shall thereupon be
delivered to the Warrant Agent for cancellation.

     The Warrant Agent and no one else shall cancel and destroy all Warrant Certificates surrendered for registration of
transfer, exchange, replacement, exercise or cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Warrant Agent to deliver canceled Warrant Certificates to the Company. The Company may not
issue new Warrant Certificates to replace Warrant Certificates to the extent they evidence Warrants that have been exercised
or Warrants that the Company has purchased or otherwise acquired.

     SECTION 2.09. CUSIP Numbers.

      The Company, in issuing the Warrants, may use ―CUSIP‖ numbers (if then generally in use) and, if so, the Warrant
Agent shall use ―CUSIP‖ numbers in notices as a convenience to Holders; provided , however , that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Warrant Certificates or as
contained in any notice and that reliance may be placed only on the other identification numbers printed on the Warrant
Certificates.


                                                         ARTICLE III

                                            EXERCISE TERMS; REDEMPTION

     SECTION 3.01. Exercise.

     The Exercise Price of each Warrant, the Warrant Share Number, the number of Warrants evidenced by any Warrant
Certificate and the Expiration Time of each Warrant shall be set forth in the related Warrant Certificate. The Exercise Price
of each Warrant and the Warrant Share Number are subject to adjustment pursuant to the terms set forth in the Warrant
Certificate.

     SECTION 3.02. Manner of Exercise and Issuance of Shares.

    Warrants may be exercised in the manner set forth in Section 3 of the Warrant Certificate, and upon any such exercise,
Shares shall be issued in the manner set forth in Section 4 of the Warrant Certificate.
7
     SECTION 3.03. Covenant to Make Stock Certificates Available.

      (a) The Warrant Agent is hereby authorized to requisition from time to time from any stock transfer agents of the
Company stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of
this Agreement, and the Company agrees to authorize and direct such transfer agents to comply with all such requests of the
Warrant Agent. The Company shall supply such transfer agents with duly executed stock certificates for such purposes and
shall provide or otherwise make available any cash or scrip that may be payable upon exercise of Warrants as provided
herein and in each Warrant Certificate.

     (b) The Warrant Agent is hereby authorized to create a special account for the reserve of shares of Common Stock to be
issued upon exercise of the Warrants.

    (c) In connection with the shares of Common Stock to be issued upon exercise, the Company shall, if so required by the
Warrant Agent, provide an opinion of counsel, stating that all such shares, when issued, will be:

          (i) registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and
     all material and necessary State securities law filings will have been made with respect to such shares; and

          (ii) validly issued, fully paid and non-assessable.

     SECTION 3.04. Redemption.

     Each Warrant may be redeemed for no consideration on the terms set forth in Section 13 of the Warrant Certificate.


                                                         ARTICLE IV

                                               ANTIDILUTION PROVISIONS

     SECTION 4.01. Antidilution Adjustments; Notice of Adjustment.

     The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to time as provided in
Section 12 of the Warrant Certificate. Whenever the Exercise Price or the Warrant Share Number is so adjusted or is
proposed to be adjusted as provided in Section 12 of the Warrant Certificate, the Company shall deliver to the Warrant
Agent the notices or statements, and shall cause a copy of such notices or statements to be sent or communicated to each
Holder pursuant to Section 6.03, as provided in Sections 12(H) and (I) of the Warrant Certificate.

     SECTION 4.02. Adjustment to Warrant Certificate.

     The form of Warrant Certificate need not be changed because of any adjustment made pursuant to the Warrant
Certificate, and Warrant Certificates issued after such adjustment may state the same Exercise Price and the same Warrant
Share Number as are stated in the Warrant Certificates initially issued pursuant to this Agreement. The Company, however,
may at any time in its sole discretion make any change in the form of Warrant Certificate that it may deem appropriate to
give effect to such adjustments and that does not affect the substance of the Warrant Certificate, and any Warrant Certificate
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise,
may be in the form as so changed.


                                                          ARTICLE V

                                                     WARRANT AGENT

     SECTION 5.01. Appointment of Warrant Agent.

      The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the provisions of
this Agreement and the Warrant Agent hereby accepts such appointment. The Warrant Agent shall not be liable for anything
that it may do or refrain from doing in connection with this Agreement, except for its own gross negligence, willful
misconduct or bad faith.
8
     SECTION 5.02. Rights and Duties of Warrant Agent.

      (a) Agent for the Company . In acting under this Warrant Agreement and in connection with the Warrant Certificates,
the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or
trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.

     (b) Counsel . The Warrant Agent may consult with counsel satisfactory to it (who may be counsel to the Company),
and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the advice of such counsel.

      (c) Documents . The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken
or thing suffered by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

      (d) No Implied Obligations . The Warrant Agent shall be obligated to perform only such duties as are specifically set
forth herein and in the Warrant Certificates, and no implied duties or obligations of the Warrant Agent shall be read into this
Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to
take any action hereunder that may involve it in any expense or liability for which it does not receive indemnity if such
indemnity is reasonably requested. The Warrant Agent shall not be accountable or under any duty or responsibility for the
use by the Company of any of the Warrant Certificates countersigned by the Warrant Agent and delivered by it to the
Holders or on behalf of the Holders pursuant to this Agreement or for the application by the Company of the proceeds of the
Warrants. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance
of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written
demand from a Holder with respect to such default, including any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise.

      (e) Not Responsible for Adjustments or Validity of Stock . The Warrant Agent shall not at any time be under any duty
or responsibility to any Holder to determine whether any facts exist that may require an adjustment of the Warrant Share
Number or the Exercise Price, or with respect to the nature or extent of any adjustment when made, or with respect to the
method employed herein or in any supplemental agreement provided to be employed, in making the same. The Warrant
Agent shall not be accountable with respect to the validity or value of any Shares or of any securities or property that may at
any time be issued or delivered upon the exercise of any Warrant or upon any adjustment pursuant to Section 12 of the
Warrant Certificate, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any
failure of the Company to make any cash payment or to issue, transfer or deliver any Shares or stock certificates upon the
surrender of any Warrant Certificate for the purpose of exercise or upon any adjustment pursuant to Section 12 of the
Warrant Certificate, or to comply with any of the covenants of the Company contained in the Warrant Certificate.

   (f) If the Warrant Agent shall receive any notice or demand (other than Notice of Exercise of Warrants) addressed to the
Company by the Holder of a Warrant, the Warrant Agent shall promptly forward such notice or demand to the Company.

     SECTION 5.03. Individual Rights of Warrant Agent.

     The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in
any of the Warrants or other securities of the Company or its Affiliates or become pecuniarily interested in transactions in
which the Company or its Affiliates may be interested, or contract with or lend money to the Company or its Affiliates or
otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

     SECTION 5.04. Warrant Agent’s Disclaimer.

    The Warrant Agent shall not be responsible for, and makes no representation as to the validity or adequacy of, this
Agreement (except the due and valid authorized execution and delivery of this Agreement by the Warrant


                                                                9
Agent) or the Warrant Certificates (except the due countersignature of the Warrant Certificate(s) by the Warrant Agent) and
it shall not be responsible for any statement in this Agreement or the Warrant Certificates other than its countersignature
thereon.

     SECTION 5.05. Compensation and Indemnity.

      (a) The Company agrees to pay the Warrant Agent from time to time reasonable compensation for its services as agreed
and to reimburse the Warrant Agent upon request for all reasonable out-of-pocket expenses incurred by it, including the
reasonable compensation and expenses of the Warrant Agent‘s agents and counsel as agreed. The Company shall indemnify
the Warrant Agent, its officers, directors, agents and counsel against any loss, liability or expense (including reasonable
agents‘ and attorneys‘ fees and expenses) incurred by it without gross negligence, willful misconduct or bad faith on its part
arising out of or in connection with the acceptance or performance of its duties under this Agreement. The Warrant Agent
shall notify the Company promptly of any claim for which it may seek indemnity. The Company need not reimburse any
expense or indemnify against any loss or liability incurred by the Warrant Agent through willful misconduct, gross
negligence or bad faith. The Company‘s payment obligations pursuant to this Section shall survive the termination of this
Agreement.

     (b) The Warrant Agent shall be responsible for and shall indemnify and hold the Company harmless from and against
any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the
Warrant Agent‘s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent‘s gross
negligence, bad faith or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant
Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however,
the Warrant Agent‘s aggregate liability hereunder during any term of this Agreement with respect to, arising from, or arising
in connection with this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the
amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses.

    To secure the Company‘s payment obligations under this Agreement, the Warrant Agent shall have a lien prior to the
Holders on all money or property held or collected by the Warrant Agent.

     SECTION 5.06. Successor Warrant Agent.

      (a) Company to Provide and Maintain Warrant Agent . The Company agrees for the benefit of the Holders that there
shall at all times be a Warrant Agent hereunder until all the Warrants have been exercised or cancelled or are no longer
exercisable.

       (b) Resignation and Removal . The Warrant Agent may at any time resign by giving written notice to the Company
of such intention on its part, specifying the date on which its desired resignation shall become effective; provided , however ,
that such date shall not be less than 60 days after the date on which such notice is given unless the Company otherwise
agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by
or on behalf of the Company and specifying such removal and the date when it shall become effective, which date shall not
be less than 60 days after such notice is given unless the Warrant Agent otherwise agrees. Any removal under this Section
shall take effect upon the appointment by the Company as hereinafter provided of a successor Warrant Agent (which shall be
(i) a bank or trust company, (ii) organized under the laws of the United States of America or one of the states thereof,
(iii) authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers, (iv) having a
combined capital and surplus of at least $50,000,000 (as set forth in its most recent reports of condition published pursuant
to law or to the requirements of any United States federal or state regulatory or supervisory authority) and (v) having an
office in the Borough of Manhattan, The City of New York or any other jurisdiction within the United States of America as
determined by the Company) and the acceptance of such appointment by such successor Warrant Agent. The obligations of
the Company under Section 5.05 shall continue to the extent set forth herein notwithstanding the resignation or removal of
the Warrant Agent.

     (c) Company to Appoint Successor . In the event that at any time the Warrant Agent shall resign, or shall be removed,
or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or shall commence a voluntary case under
the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable Federal or State bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking possession by


                                                               10
a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property
or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts
generally as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief
by a court having jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law, or a decree or order by a court having jurisdiction in the premises shall have been entered for the
appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator (or similar official) of the Warrant Agent or
of its property or affairs, or any public officer shall take charge or control of the Warrant Agent or of its property or affairs
for the purpose of rehabilitation, conservation, winding up or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. In the event that a
successor Warrant Agent is not appointed by the Company, a successor Warrant Agent, qualified as aforesaid, may be
appointed by the Warrant Agent or the Warrant Agent may petition a court to appoint a successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment,
the Warrant Agent shall cease to be Warrant Agent hereunder; provided , however , that in the event of the resignation of the
Warrant Agent under this subsection (c), such resignation shall be effective on the earlier of (i) the date specified in the
Warrant Agent‘s notice of resignation and (ii) the appointment and acceptance of a successor Warrant Agent hereunder.

     (d) Successor to Expressly Assume Duties . Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and
thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the
rights and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property
on deposit with or held by such predecessor, as Warrant Agent hereunder.

     (e) Successor by Merger . Any entity into which the Warrant Agent hereunder may be merged or consolidated, or any
entity resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any entity to which the
Warrant Agent shall sell or otherwise transfer all or substantially all of its assets and business, shall be the successor Warrant
Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties
hereto; provided , however , that it shall be qualified as aforesaid.

     SECTION 5.07. Representations of the Company.

     The Company represents and warrants to the Warrant Agent that:

          (a) the Company has been duly organized and is validly existing under the laws of the jurisdiction of its
     incorporation;

          (b) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against
     the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium,
     reorganization and other similar laws affecting the enforcement of creditors‘ rights generally; and

          (c) the execution and delivery of this Agreement does not, and the issuance of the Warrants in accordance with the
     terms of this Agreement and the Warrant Certificate will not, (i) violate the Company‘s certificate of incorporation or
     by-laws, (ii) violate any law or regulation applicable to the Company or order or decree of any court or public authority
     having jurisdiction over the Company, or (iii) result in a breach of any mortgage, indenture, contract, agreement or
     undertaking to which the Company is a party or by which it is bound, except in the case of (ii) and (iii) for any
     violations or breaches that could not reasonably be expected to have a material adverse effect on the Company and its
     subsidiaries, taken as a whole.


                                                                11
                                                       ARTICLE VI

                                                    MISCELLANEOUS

     SECTION 6.01. Persons Benefitting.

    Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Company, the
Warrant Agent and the Holders any right, remedy or claim under or by reason of this Agreement or any part hereof.

     SECTION 6.02. Amendment.

      This Agreement and the Warrants may be amended by the parties hereto without the consent of any Holder for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or
therein or adding or changing any other provisions with respect to matters or questions arising under this Agreement or the
Warrants as the Company and the Warrant Agent may deem necessary or desirable; provided , however , that such action
shall not adversely affect the rights of any of the Holders in any material respect. Any amendment or supplement to this
Agreement or the Warrants that has a material adverse effect on the interests of any of the Holders or owners of a beneficial
interest in a Global Warrant shall require the written consent of the Holders of a majority of the then outstanding Warrants;
provided , that the consent of each Holder affected thereby shall be required for any amendment pursuant to which (i) the
Exercise Price would be increased or the Warrant Share Number would be decreased (in each case, other than pursuant to
adjustments provided for in Section 12 of the Warrant Certificate), (ii) the time period during which the Warrants are
exercisable would be shortened or (iii) any change adverse to the Holder would be made to the anti-dilution provisions set
forth in Article IV of this Agreement or Section 12 of the Warrant Certificate. In determining whether the Holders of the
required number of Warrants have concurred in any direction, waiver or consent, Warrants owned by the Company or by any
Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining
whether the Warrant Agent shall be protected in relying on any such direction, waiver or consent, only Warrants that the
Warrant Agent knows are so owned shall be so disregarded. Also, subject to the foregoing, only Warrants outstanding at the
time shall be considered in any such determination. The Warrant Agent shall have no duty to determine whether any such
amendment would have an effect on the rights or interests of the holders of the Warrants. Upon receipt by the Warrant Agent
of an Officer‘s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the execution of the
amendment have been complied with and such execution is permitted by this Agreement and the Warrant Certificate, the
Warrant Agent shall join in the execution of such amendment; provided, that the Warrant Agent may, but shall not be
obligated to, execute any amendment or supplement which affects the rights or changes or increases the duties or obligations
of the Warrant Agent.

     SECTION 6.03. Notices.

     Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as
follows:

     if to the Company:

     Mercantile Bancorp, Inc.
     200 N. 33rd Street
     Quincy, Illinois 62301
     Attn: President

     with a copy to:

     DLA Piper LLP (US)
     500 Eighth Street, NW
     Washington, DC 20004
     Attn: Michael P. Reed, Esq.


                                                             12
     if to the Warrant Agent:

     Illinois Stock Transfer Co.
     209 West Jackson Boulevard, Suite 903
     Chicago, IL 60606

     The Company or the Warrant Agent by notice to the other may designate additional or different addresses for
subsequent notices or communications.

      Unless the Warrant is a Global Warrant, any notice or communication mailed to a Holder shall be mailed to the Holder
at the Holder‘s address as it appears on the Registry and shall be sufficiently given if so mailed within the time prescribed.
Any notice to the owners of a beneficial interest in a Global Warrant shall be distributed through the Depositary in
accordance with the procedures of the Depositary. Communications to such Holder shall be deemed to be effective at the
time of dispatch to the Depositary.

     Failure to provide a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect
to other Holders. If a notice or communication is provided in the manner provided above, it is duly given, whether or not the
intended recipient actually receives it.

     SECTION 6.04. Governing Law.

     This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State.

     SECTION 6.05. Successors.

    All agreements of the Company in this Agreement and the Warrants shall bind its successors. All agreements of the
Warrant Agent in this Agreement shall bind its successors.

     SECTION 6.06. Multiple Originals.

     The parties may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Agreement.

     SECTION 6.07. Inspection of Agreement.

    A copy of this Agreement shall be made available at all reasonable times for inspection by any registered Holder or
owner of a beneficial interest in a Global Warrant at the principal office of the Warrant Agent (or successor warrant agent).

     SECTION 6.08. Headings.

     The headings of the Articles and Sections of this Agreement have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

     SECTION 6.09. Severability.

     The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction
only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other
jurisdiction or any other clause or provision of this Agreement in any jurisdiction.


                                                                13
     IN WITNESS WHEREOF, the parties have caused this Warrant Agreement to be duly executed as of the date first
written above.



                                                         MERCANTILE BANCORP, INC.




                                                         by
                                                              Name:
                                                              Title:



                                                         ILLINOIS STOCK TRANSFER COMPANY,



                                                         as Warrant Agent,




                                                         by
                                                              Name:
                                                              Title:


                                                         14
                                                                         EXHIBIT A

                                FORM OF WARRANT

   UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY WARRANT CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT
AGREEMENT REFERRED TO ON THE REVERSE HEREOF.


                                       A-1
                                                 GLOBAL WARRANT
                                                      representing
                                                      WARRANTS
                                                      to purchase
                                                   [      ] Shares of
                                                     Common Stock
                                                           of
                                              MERCANTILE BANCORP, INC.


No.


                                                    CUSIP No: 587343 112

     1. DEFINITIONS . Unless the context otherwise requires, when used herein the following terms shall have the
meanings indicated. Any capitalized terms used but not defined herein that are defined in the Warrant Agreement shall have
the meanings set forth in the Warrant Agreement.

      “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under
common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings,
the terms ―controlled by‖ and ―under common control with‖) when used with respect to any Person, means the possession,
directly or indirectly, of the power to cause the direction of management and/or policies of such Person, whether through the
ownership of voting securities by contract or otherwise.

     “Agent Members” means the securities brokers and dealers, banks and trust companies, clearing organizations and
certain other organizations that are participants in the Depositary‘s system.

      “Board of Directors” means the board of directors of the Company, including any duly authorized committee thereof.

     “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires
the approval of the Company‘s stockholders.

      “business day” means any day except Saturday, Sunday and any day on which banking institutions in the State of
Illinois are authorized or required by law or other governmental actions to close.

     “Capital Stock” means (A) with respect to any Person that is a corporation or company, any and all shares, interests,
participations or other equivalents (however designated) of capital or capital stock of such Person and (B) with respect to any
Person that is not a corporation or company, any and all partnership or other equity interests of such Person.

     “Charter” means, with respect to any Person, its certificate or articles of incorporation, articles of association, or
similar organizational document.

      “Common Stock” means the common stock, par value $0.4167 per share, of the Company.

      “Company” means Mercantile Bancorp, Inc., a corporation duly organized and existing under the laws of Delaware.

     “Definitive Warrant” means a Warrant Certificate in definitive form that is not deposited with the Depositary or with
the Warrant Agent as custodian for the Depositary.

      “Depositary” means The Depository Trust Company, its nominees and their respective successors.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and
regulations promulgated thereunder.

      “Exercise Price” means $[ • ], subject to adjustment as set forth herein.

      “Expiration Time” has the meaning set forth in Section 3.
A-2
     “Fair Market Value” means, with respect to any security or other property, the fair market value of such security or
other property as determined by the Board of Directors, acting in good faith.

    “Global Warrant” means a Warrant Certificate in global form that is deposited with the Depositary or with the Warrant
Agent as custodian for the Depositary.

     “Governmental Entities” means, collectively, all United States and other governmental, regulatory or judicial
authorities.

     “Issue Date” means [        ], 2010.

      “Market Price” means, with respect to a particular security, on any given day, the last reported sale price regular way
or, in case no such reported sale takes place on such day, the average of the last closing bid and ask prices regular way, in
either case on the principal national securities exchange on which the applicable securities are listed or admitted to trading,
or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and ask prices as
furnished by two members of the Financial Industry Regulatory Authority, Inc. selected from time to time by the Company
for that purpose. ―Market Price‖ shall be determined without reference to after hours or extended hours trading. If such
security is not listed and traded in a manner that the quotations referred to above are available for the period required
hereunder, the Market Price per share of Common Stock shall be deemed to be the fair market value per share of such
security as determined in good faith by the Board of Directors in reliance on an opinion of a nationally recognized
independent investment banking corporation retained by the Company for this purpose; provided that if any such security is
listed or traded on a non-U.S. market, such fair market value shall be determined by reference to the closing price of such
security as of the end of the most recently ended business day in such market prior to the date of determination; and further ,
provided that if making such determination requires the conversion of any currency other than U.S. dollars into U.S. dollars,
such conversion shall be done in accordance with customary procedures based on the rate for conversion of such currency
into U.S. dollars displayed on the relevant page by Bloomberg L.P. (or any successor or replacement service) on or by
4:00 p.m., New York City time, on such exercise date. For the purposes of determining the Market Price of the Common
Stock on the ―trading day‖ preceding, on or following the occurrence of an event, (i) that trading day shall be deemed to
commence immediately after the regular scheduled closing time of trading on the NYSE Amex or, if trading is closed at an
earlier time, such earlier time and (ii) that trading day shall end at the next regular scheduled closing time, or if trading is
closed at an earlier time, such earlier time (for the avoidance of doubt, and as an example, if the Market Price is to be
determined as of the last trading day preceding a specified event and the closing time of trading on a particular day is
4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, the Market Price would be determined by reference to such
4:00 p.m. closing price).

     “Ordinary Cash Dividends” means a regular quarterly cash dividend on shares of Common Stock out of surplus or net
profits legally available therefor (determined in accordance with U.S. GAAP in effect from time to time), provided that
Ordinary Cash Dividends shall not include any cash dividends paid subsequent to the Issue Date to the extent the aggregate
per share dividends paid on the outstanding Common Stock in any quarter exceed $0.06 per share of Common Stock, as
adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

     “Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act.

     “Per Share Fair Market Value” has the meaning set forth in Section 12(B).

     “Pro Rata Repurchases” means any purchase of shares of Common Stock by the Company or any Affiliate thereof
pursuant to (A) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E
promulgated thereunder or (B) any other offer available to substantially all holders of Common Stock, in the case of both
(A) and (B), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of
indebtedness of the Company or any other Person or any other property (including, without limitation, shares of Capital
Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant
Certificate is outstanding. The “Effective Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for
purchase or exchange by the Company under any tender


                                                              A-3
or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not
a tender or exchange offer.

     “SEC” means the U.S. Securities and Exchange Commission.

    “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.

     “Shares” has the meaning set forth in Section 2.

     “trading day” means (A) if the shares of Common Stock are not traded on any national or regional securities exchange
or association or over-the-counter market, a business day or (B) if the shares of Common Stock are traded on any national or
regional securities exchange or association or over-the-counter market, a business day on which such relevant exchange or
quotation system is scheduled to be open for business and on which the shares of Common Stock (i) are not suspended from
trading on any national or regional securities exchange or association or over-the-counter market for any period or periods
aggregating one half hour or longer; and (ii) have traded at least once on the national or regional securities exchange or
association or over-the-counter market that is the primary market for the trading of the shares of Common Stock. The term
―trading day‖ with respect to any security other than the Common Stock shall have a correlative meaning based on the
primary exchange or quotation system on which such security is listed or traded.

    “Transfer Agent” means Illinois Stock Transfer Company, as transfer agent of the Company, and any successor transfer
agent.

     “U.S. GAAP” means United States generally accepted accounting principles.

   “Warrant” means a right to purchase a number of shares of the Company‘s Common Stock equal to the Warrant Share
Number as provided herein. References herein to ―Warrant‖ shall include the Global Warrant where the context requires.

     “Warrant Agent” has the meaning set forth in Section 16.

     “Warrant Agreement” has the meaning set forth in Section 16.

     “Warrant Certificate” means a fully registered certificate evidencing Warrants.

     “Warrantholder” means a registered owner of Warrants as set forth in the Registry.

    “Warrant Share Number” means one share of Common Stock, as subsequently adjusted pursuant to the terms of this
Warrant and the Warrant Agreement.

     2. NUMBER OF SHARES; EXERCISE PRICE . This certifies that, for value received, Cede & Co., and any of its
registered assigns, is the registered owner of the number of Warrants set forth on Schedule A hereto, each of which entitles
the Warrantholder to purchase from the Company, upon the terms and subject to the conditions hereinafter set forth, a
number of fully paid and nonassessable shares of Common Stock (each a “Share” and collectively the “Shares ‖) equal to
the Warrant Share Number at a purchase price per share equal to the Exercise Price. The Warrant Share Number and the
Exercise Price are subject to adjustment as provided herein, and all references to ―Warrant Share Number‖ and ―Exercise
Price‖ herein shall be deemed to include any such adjustment or series of adjustments.

     3. EXERCISE OF WARRANT; TERM . Subject to Section 2, to the extent permitted by applicable laws and
regulations, all or a portion of the Warrants evidenced by this Warrant Certificate are exercisable by the Warrantholder, at
any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof,
but in no event later than 5:00 p.m., New York City time on the fifth anniversary of the Issue Date (the “Expiration Time” ),
by (A) delivery to the Warrant Agent of a Notice of Exercise in the form annexed hereto, duly completed and executed (or to
the Company or to such other office or agency of the Company in the United States as the Company may designate by notice
in writing to the Warrantholders pursuant to Section 19), and (B) payment of the Exercise Price for the Shares thereby
purchased in cash (by certified check or wire transfer of immediately available funds to an account designated by the
Company), or, at the option of the Company, by having the Company withhold, from the shares of Common Stock that
would otherwise be delivered
A-4
to such Warrantholder upon such exercise, Shares issuable upon exercise of the Warrants so exercised equal in value to the
aggregate Exercise Price as to such Shares, based on the Market Price of the Common Stock on the trading day on which
such Warrants are exercised and the Notice of Exercise is delivered to the Warrant Agent pursuant to this Section 3. For the
avoidance of doubt, if Warrants are exercised and the Company elects to have the purchase price satisfied by withholding
shares of Common Stock otherwise to be delivered pursuant to the exercise of the Warrant, such that the Exercise Price
would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder to
the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect
compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with
procedures of the Depositary.

     In the case of a Global Warrant, whenever some but not all of the Warrants represented by such Global Warrant are
exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by
the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant
so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such
Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global
Warrant to the Warrantholder or its nominee or custodian. In the case of a Definitive Warrant, whenever some but not all of
the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant
Agreement, the Warrantholder shall be entitled, at the request of such Warrantholder, to receive from the Company within a
reasonable time, not to exceed three business days, a new Definitive Warrant in substantially identical form for the number
of Warrants equal to the number of Warrants theretofor represented by such Definitive Warrant less the number of Warrants
then exercised.

     If this Warrant Certificate shall have been exercised in full, the Warrant Agent shall promptly cancel such certificate
following its receipt from the Warrantholder or the Depositary, as applicable.

     Notwithstanding anything in this Warrant Certificate to the contrary, in the case of Warrants evidenced by a Global
Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and on
behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, its right to exercise, and to receive Shares for, its
Warrants as provided in the Global Warrant, and to enforce the Warrant Agreement.

      4. ISSUANCE OF SHARES; AUTHORIZATION; LISTING . Shares issued upon exercise of Warrants evidenced by
this Warrant Certificate shall be (i) issued in such name or names as the exercising Warrantholder may designate and
(ii) delivered by the Transfer Agent to such Warrantholder or its nominee or nominees (A) via book-entry transfer crediting
the account of such Warrantholder (or the relevant Agent Member for the benefit of such Warrantholder) through the
Depositary‘s DWAC system (if the Transfer Agent participates in such system), or (B) otherwise in certificated form by
physical delivery to the address specified by the Warrantholder in the Notice of Exercise. The Company shall use its
commercially reasonable efforts to cause its Transfer Agent to be a participant in the Depositary‘s DWAC system. The
Company shall cause the number of full Shares to which such Warrantholder shall be entitled to be so delivered by the
Transfer Agent within a reasonable time, not to exceed three business days after the date on which Warrants evidenced by
this Warrant Certificate have been duly exercised in accordance with the terms hereof.

      The Company hereby represents and warrants that any Shares issued upon the exercise of Warrants evidenced by this
Warrant Certificate in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid
and nonassessable and free from all taxes, liens and charges (other than liens or charges created by a Warrantholder, income
and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer occurring
contemporaneously therewith). The Company agrees that the Shares so issued will be deemed to have been issued to a
Warrantholder as of the close of business on the date on which Warrants evidenced by this Warrant Certificate have been
duly exercised, notwithstanding that the stock transfer books of the Company may then be closed or certificates representing
such Shares may not be actually delivered on such date. The Company will at all times until the Expiration Time (or, if such
date shall not be a business day, then on the next succeeding business day) reserve and keep available, out of its authorized
but unissued Common Stock, solely for the purpose of providing for the exercise of Warrants evidenced by this Warrant
Certificate, the aggregate number of shares of Common Stock then issuable upon exercise hereof at any time. The Company
will (A) procure, at its sole expense, the listing of the Shares issuable upon exercise hereof at any time, subject to issuance or
notice of issuance, on all principal stock exchanges on which the Common Stock is then listed or traded and (B) maintain
such listings


                                                               A-5
of such Shares at all times after issuance. The Company will use reasonable best efforts to ensure that the Shares may be
issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the
Shares are listed or traded.

     5. NO FRACTIONAL SHARES OR SCRIP . No fractional Shares or scrip representing fractional Shares shall be
issued upon any exercise of Warrants evidenced by this Warrant Certificate. In lieu of any fractional Share that would
otherwise be issued to a Warrantholder upon the exercise of any Warrants, such Warrantholder shall be entitled to receive a
cash payment equal to the Market Price of the Common Stock on the trading day on which such warrants are exercised
representing such fractional Share. The beneficial owners of the Warrants and the Warrantholder, by their acceptance hereof,
expressly waive their right to receive any fraction of a share of Common Stock or a certificate representing a fraction of a
share of Common Stock or Warrant Certificate representing a fractional Warrant upon exercise of any Warrant.

      6. NO RIGHTS AS STOCKHOLDERS; TRANSFER BOOKS . Warrants evidenced by this Warrant Certificate do not
entitle the Warrantholder or the owner of any beneficial interest in such Warrants to any voting rights or other rights as a
stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books
against transfer of Warrants in any manner which interferes with the timely exercise hereof.

     7. CHARGES, TAXES AND EXPENSES . Issuance of Shares in certificated or book-entry form to the Warrantholder
upon the exercise of Warrants evidenced by this Warrant Certificate shall be made without charge to the Warrantholder for
any issue or transfer tax or other incidental expense in respect of the issuance of such Shares (other than liens or charges
created by a Warrantholder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in
respect of any transfer occurring contemporaneously therewith), all of which taxes and expenses shall be paid by the
Company.

     8. TRANSFER/ASSIGNMENT . This Warrant Certificate and all rights hereunder are transferable, in whole or in part,
upon the books of the Company (or an agent duly appointed by the Company) by the registered holder hereof in person or by
duly authorized attorney, and one or more new Warrant Certificates shall be made and delivered by the Company, of the
same tenor and date as this Warrant Certificate but registered in the name of one or more transferees, upon surrender of this
Warrant Certificate, duly endorsed, to the office or agency of the Company described in Section 3; provided that if this
Warrant Certificate is a Global Warrant registered in the name of the Depositary, transfers of such Global Warrant may only
be made as a whole, and not in part, and only by (i) the Depositary to a nominee of the Depositary, (ii) a nominee of the
Depositary to the Depositary or another nominee of the Depositary or (iii) the Depositary or any such nominee to a successor
Depositary or its nominee. All expenses (other than stock transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of the new Warrant Certificates pursuant to this Section 8 shall be paid by the Company.

      If this Warrant Certificate is a Global Warrant, then so long as the Global Warrant is registered in the name of the
Depositary, the holders of beneficial interests in the Warrants evidenced thereby shall have no rights under this Warrant
Certificate with respect to the Global Warrant held on their behalf by the Depositary or the Warrant Agent as its custodian,
and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent
as the absolute owner of the Global Warrant for all purposes whatsoever except to the extent set forth herein. Accordingly,
any such owner‘s beneficial interest in the Global Warrant will be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or the Agent Members, and neither the Company nor the
Warrant Agent shall have any responsibility with respect to such records maintained by the Depositary or the Agent
Members. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Warrant Agent or any agent of
the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or (ii) impair, as between the Depositary and the Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of a beneficial interest in any Warrant. Except as may otherwise be provided
in this Warrant Certificate or the Warrant Agreement, the rights of beneficial owners in a Global Warrant shall be exercised
through the Depositary subject to the applicable procedures of the Depositary. Any holder of the Global Warrant shall, by
acceptance of the Global Warrant, agree that transfers of beneficial interests in the Global Warrant may be effected only
through a book-entry system maintained by the Depositary, and that ownership of a beneficial interest in the Warrants
represented thereby shall be required to be reflected in book-entry form.


                                                             A-6
     A Global Warrant shall be exchanged for Definitive Warrants, and Definitive Warrants may be transferred or
exchanged for a beneficial interest in a Global Warrant, only at such times and in the manner specified in the Warrant
Agreement. Subject to the provisions of the Warrant Agreement, the holder of a Global Warrant may grant proxies and
otherwise authorize any person, including Agent Members and persons that may hold beneficial interests in such Global
Warrant through Agent Members, to take any action that a Warrantholder is entitled to take under a Warrant or the Warrant
Agreement.

      9. EXCHANGE AND REGISTRY OF WARRANTS . This Warrant Certificate is exchangeable, upon the surrender
hereof by the Warrantholder to the Company, for a new Warrant Certificate or Warrant Certificates of like tenor and
representing the same aggregate number of Warrants. The Company or an agent duly appointed by the Company (which
initially shall be the Warrant Agent) shall maintain a Registry showing the name and address of the Warrantholder as the
registered holder of this Warrant Certificate. This Warrant Certificate may be surrendered for exchange or exercise in
accordance with its terms, at the office of the Company or any such agent, and the Company shall be entitled to rely in all
respects, prior to written notice to the contrary, upon such Registry.

     10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT CERTIFICATE . Upon receipt by the
Company of proof reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate, and in
the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the
Company and the Warrant Agent, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant
Certificate, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant Certificate, a
new Warrant Certificate of like tenor and representing the same aggregate number of Warrants as provided for in such lost,
stolen, destroyed or mutilated Warrant Certificate.

     11. SATURDAYS, SUNDAYS, HOLIDAYS, ETC . If the last or appointed day for the taking of any action or the
expiration of any right required or granted herein shall not be a business day, then such action may be taken or such right
may be exercised on the next succeeding day that is a business day.

     12. ADJUSTMENTS AND OTHER RIGHTS . The Exercise Price and the Warrant Share Number shall be subject to
adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single
event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment
under more than one subsection of this Section 12 so as to result in duplication:

          (a) Stock Splits, Subdivisions, Reclassifications or Combinations. If the Company shall (i) declare and pay a
     dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify the
     outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding
     shares of Common Stock into a smaller number of shares, the Warrant Share Number at the time of the record date for
     such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be
     proportionately adjusted so that the holder of a Warrant after such date shall be entitled to purchase the number of
     shares of Common Stock which such holder would have owned or been entitled to receive in respect of the Warrant
     Share Number had such Warrant been exercised immediately prior to such date. In such event, the Exercise Price in
     effect immediately prior to the record date for such dividend or distribution or the effective date of such subdivision,
     combination or reclassification shall be adjusted by multiplying such Exercise Price by the quotient of (x) the Warrant
     Share Number immediately prior to such adjustment divided by (y) the new Warrant Share Number determined
     pursuant to the immediately preceding sentence.

          (b) Other Distributions. In case the Company shall fix a record date for the making of a distribution to all
     holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants
     (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in
     Section 12(a)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately
     thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the
     quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the
     Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed
     or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market
     Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share
     of Common Stock (such


                                                              A-7
subtracted amount and/or Fair Market Value, the “Per Share Fair Market Value” ) divided by (y) such Market Price on
such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed. In
such event, the Warrant Share Number shall be increased to the number obtained by multiplying the Warrant Share
Number immediately prior to such adjustment by the quotient of (x) the Exercise Price in effect immediately prior to
the distribution giving rise to this adjustment divided by (y) the new Exercise Price determined in accordance with the
immediately preceding sentence. In the case of adjustment for a cash dividend that is, or is coincident with, a regular
quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of
the cash dividend that would constitute an Ordinary Cash Dividend. In the event that such distribution is not so made,
the Exercise Price and the Warrant Share Number then in effect shall be readjusted, effective as of the date when the
Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants,
as the case may be, to the Exercise Price and the Warrant Share Number that would then be in effect if such record date
had not been fixed.

      (c) Certain Repurchases of Common Stock. In case the Company effects a Pro Rata Repurchase of Common
Stock, then the Exercise Price shall be reduced to the price determined by multiplying the Exercise Price in effect
immediately prior to the Effective Date of such Pro Rata Repurchase by a fraction of which the numerator shall be
(i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase
and (y) the Market Price of a share of Common Stock on the trading day immediately preceding the first public
announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the
aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (i) the
number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of
shares of Common Stock so repurchased and (ii) the Market Price per share of Common Stock on the trading day
immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such
Pro Rata Repurchase. In such event, the Warrant Share Number shall be increased to the number obtained by
multiplying the Warrant Share Number immediately prior to such adjustment by the quotient of (x) the Exercise Price
in effect immediately prior to the Pro Rata Repurchase giving rise to this adjustment divided by (y) the new Exercise
Price determined in accordance with the immediately preceding sentence. For the avoidance of doubt, no increase to the
Exercise Price or decrease in the Warrant Share Number shall be made pursuant to this Section 12(c).

     (d) Business Combinations or Reclassifications of Common Stock. In case of any Business Combination or
reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 12(a)), a
Warrantholder‘s right to receive Shares upon exercise of a Warrant shall be converted into the right to exercise such
Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common
Stock issuable (at the time of such Business Combination or reclassification) upon exercise of such Warrant
immediately prior to such Business Combination or reclassification would have been entitled to receive upon
consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set
forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as
to be applicable, as nearly as may reasonably be, to such Warrantholder‘s right to exercise a Warrant in exchange for
any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of
stock, securities or the property receivable upon exercise of a Warrant following the consummation of such Business
Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable
upon consummation of such Business Combination, then the consideration that a Warrantholder shall be entitled to
receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all
holders of the shares of Common Stock that affirmatively make an election (or of all such holders if none make an
election). For purposes of determining any amount to be withheld pursuant to Section 3 from stock, securities or the
property that would otherwise be delivered to a Warrantholder upon exercise of Warrants following any Business
Combination, the amount of such stock, securities or property to be withheld shall have a Market Price equal to the
aggregate Exercise Price as to which such Warrants are so exercised, based on the fair market value of such stock,
securities or property on the trading day on which such Warrants are exercised and the Notice of Exercise is delivered
to the Warrant Agent; provided, that in the case of any property that is not a security, the Market Price of such property
shall be deemed to be its fair market value as determined in


                                                         A-8
good faith by the Board of Directors in reliance on an opinion of a nationally recognized independent investment
banking firm retained by the Company for this purpose; and further provided , that if making such determination
requires the conversion of any currency other than U.S. dollars into U.S. dollars, such conversion shall be done in
accordance with customary procedures based on the rate for conversion of such currency into U.S. dollars displayed on
the relevant page by Bloomberg L.P. (or any successor or replacement service) on or by 4:00 p.m., New York City
time, on such exercise date.

      (e) Rounding of Calculations; Minimum Adjustments. All calculations under this Section 12 shall be made to the
nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be. Any
provision of this Section 12 to the contrary notwithstanding, no adjustment in the Exercise Price or the Warrant Share
Number shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of
Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at
the time of and together with any subsequent adjustment which, together with such amount and any other amount or
amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more, or on exercise of a
Warrant if it shall earlier occur.

     (f) Timing of Issuance of Additional Common Stock Upon Certain Adjustments. In any case in which the
provisions of this Section 12 shall require that an adjustment shall become effective immediately after a record date for
an event, the Company may defer until the occurrence of such event (i) issuing to a Warrantholder of Warrants
exercised after such record date and before the occurrence of such event the additional shares of Common Stock
issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Common
Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any
amount of cash in lieu of a fractional share of Common Stock; provided , that the Company upon request shall deliver
to such Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder‘s right to receive such
additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

    (g) Other Events. Neither the Exercise Price or the Warrant Share Number shall be adjusted in the event of a
change in the par value of the Common Stock or a change in the jurisdiction of incorporation of the Company.

     (h) Statement Regarding Adjustments. Whenever the Exercise Price or the Warrant Share Number shall be
adjusted as provided in Section 12, the Company shall forthwith file at the principal office of the Company a statement
showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the
Warrant Share Number after such adjustment. The Company shall deliver to the Warrant Agent a copy of such
statement and shall cause a copy of such statement to be sent or communicated to the Warrantholders pursuant to
Section 19.

     (i) Notice of Adjustment Event. In the event that the Company shall propose to take any action of the type
described in this Section 12 (but only if the action of the type described in this Section 12 would result in an adjustment
in the Exercise Price or the Warrant Share Number or a change in the type of securities or property to be delivered upon
exercise of a Warrant), the Company shall deliver to the Warrant Agent a notice and shall cause such notice to be sent
or communicated to the Warrantholders in the manner set forth in Section 19, which notice shall specify the record date,
if any, with respect to any such action and the approximate date on which such action is to take place. Such notice shall
also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price
and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of a
Warrant. In the case of any action which would require the fixing of a record date, such notice shall be given at least
10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the
taking of such proposed action. Failure to give such notice, or any defect therein, shall not affect the legality or validity
of any such action.

     (j) Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action
which would require an adjustment pursuant to this Section 12, the Company shall take any action which may be
necessary, including obtaining regulatory, New York Stock Exchange, NYSE Amex NASDAQ Stock Market or other
applicable national securities exchange or stockholder approvals or exemptions, in order


                                                         A-9
     that the Company may thereafter validly and legally issue as fully paid and nonassessable all Shares that a
     Warrantholder is entitled to receive upon exercise of a Warrant pursuant to this Section 12.

          (k) Adjustment Rules. Any adjustments pursuant to this Section 12 shall be made successively whenever an
     event referred to herein shall occur. If an adjustment in Exercise Price made hereunder would reduce the Exercise Price
     to an amount below par value of the Common Stock, then such adjustment in Exercise Price made hereunder shall
     reduce the Exercise Price to the par value of the Common Stock.

     13. REDEMPTION .

     (a) At any time at which the Market Price of a share of the Company‘s Common Stock has exceeded 150% of the
Exercise Price for at least sixty (60) consecutive days, the Company may redeem all but not less than all of the outstanding
Warrants for no consideration by (i) providing public notice of such redemption (with prompt written notice thereof to the
Warrant Agent) and (ii) mailing a written notice of redemption to each Warrantholder at its last address as it appears on the
registry books of the Warrant Agent, in each case, on or after the third business day after the day on which such 60-day
period ends (the date of such notice, the “Redemption Notice Date” ). Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice. The failure to give notice required by this
Section 13(a) or any defect therein shall not affect the legality or validity of the action taken by the Company.

      (b) On the thirtieth (30th) day after the Redemption Notice Date and without any further action and without any notice,
the right to exercise the Warrants will terminate.

     14. NO IMPAIRMENT. The Company will not, by amendment of its Charter or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this Warrant Certificate and in taking of all such action
as may be necessary or appropriate in order to protect the rights of the Warrantholder.

     15. GOVERNING LAW. This Warrant Certificate and the Warrants evidenced hereby shall be governed by and
construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely
within such State.

     16. BINDING EFFECT; COUNTERSIGNATURE BY WARRANT AGENT. This Warrant Certificate shall be binding
upon any successors or assigns of the Company. This Warrant Certificate shall not be valid until an authorized signatory of
the Warrant Agent (as defined below) or its agent as provided in the Warrant Agreement (as defined below) countersigns this
Warrant Certificate. Such signature shall be solely for the purpose of authenticating this Warrant Certificate and shall be
conclusive evidence that this Warrant Certificate has been countersigned under the Warrant Agreement.

     17. WARRANT AGREEMENT; AMENDMENTS. This Warrant Certificate is issued under and in accordance with a
Warrant Agreement dated as of [          ], 2010 (the “Warrant Agreement” ), between the Company and Illinois Stock
Transfer Company (the “Warrant Agent,” which term includes any successor Warrant Agent under the Warrant Agreement),
and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the
beneficial owners of the Warrants and the Warrantholders consent by acceptance hereof. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby made to the Warrant Agreement for a
statement of the respective rights, limitations of rights, duties and obligations of the Company, the Warrant Agent and the
Warrantholders and beneficial owners of the Warrants. A copy of the Warrant Agreement may be obtained for inspection by
the Warrantholders or beneficial owners of the Warrants upon request to the Warrant Agent at the address of the Warrant
Agent (or successor warrant agent) set forth in the Warrant Agreement. The Warrant Agreement and this Warrant Certificate
may be amended and the observance of any term of the Warrant Agreement or this Warrant Certificate may be waived only
to the extent provided in the Warrant Agreement.

     18. PROHIBITED ACTIONS .

    The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the
Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of the


                                                              A-10
Warrants evidenced by this Warrant Certificate, together with all shares of Common Stock then outstanding and all shares of
Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would
exceed the total number of shares of Common Stock then authorized by its Charter.

      19. NOTICES. Unless this Warrant Certificate is a Global Warrant, any notice or communication mailed to the
Warrantholder shall be mailed to the Warrantholder at the Warrantholder‘s address as it appears in the Registry and shall be
sufficiently given if so mailed within the time prescribed. Any notice to holders of a beneficial interest in a Global Warrant
shall be distributed through the Depositary in accordance with the procedures of the Depositary. Communications to such
holders shall be deemed to be effective at the time of dispatch to the Depositary.


                                         [Remainder of page intentionally left blank]


                                                             A-11
     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed by a duly authorized
officer. This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the
Warrant Agent.


Dated:



                                                               MERCANTILE BANCORP, INC.




                                                              By:
                                                                    Name:
                                                                    Title:



                                                               Countersigned:


                                                               ILLINOIS STOCK TRANSFER COMPANY


                                                               as Warrant Agent




                                                              By:
                                                                    Authorized Signatory


                                                             A-12
Schedule A to Global Warrant

     The initial number of Warrants represented by the Global Warrant is [       ].

     The following decreases in the number of Warrants represented by this Global Warrant have been made as a result of
the exercise of certain Warrants represented by this Global Warrant:


                                                                    Total Number of
                                    Number of                     Warrants Represented
Date of Exercise of                 Warrants                      Hereby Following Such                Notation Made by
Warrants                            Exercised                           Exercise                        Warrant Agent




                                                           A-13
Form of Notice of Exercise


(to be executed only upon exercise of Warrants)


Date:

TO: Mercantile Bancorp, Inc. (the ―Company‖)

RE: Election to Purchase Common Stock

      The undersigned registered holder of           Warrants irrevocably elects to exercise the number of Warrants set forth
below        represented by the Global Warrant (or, in the case of a Definitive Warrant, the Warrant Certificate enclosed
herewith), and surrenders all right, title and interest in the number of Warrants exercised hereby to the Company, and directs
that the shares of Common Stock or other securities or property delivered upon exercise of such Warrants, and any interests
in the Global Warrant or Definitive Warrant representing unexercised Warrants, be registered or placed in the name and at
the address specified below and delivered thereto.

Number of Warrants



Holder:


By:


Name:


Title: - -



Signature guaranteed by (if a guarantee is required):


                                                            A-14
Securities and/or check to be issued to:

If in book-entry form through the Depositary:

     Depositary Account Number:
     Name of Agent Member:
If in definitive form:

    Social Security Number or Other Identifying Number:
     Name:
     Street Address:
     City, State and Zip Code:
Any unexercised Warrants evidenced by the exercising Warrantholder‘s interest in the Global Warrant or Definitive
Warrant, as the case may be, to be issued to:

If in book-entry form through the Depositary:

     Depositary Account Number:
     Name of Agent Member:
If in definitive form:

    Social Security Number or Other Identifying Number:
     Name:
     Street Address:
     City, State and Zip Code:

                                                          A-15
Form of Assignment

     For value received, the undersigned registered Warrantholder of the within Warrant Certificate hereby sells, assigns and
transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of
the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right, title and interest of the
undersigned under the within Warrant Certificate with respect to the number of Warrants set forth below.


                                                                                                           Social Security
                                                                                                          Number or other
Name of
Assignees                             Address                    Number of Warrants                      Identifying Number



and does irrevocably constitute and appoint     , the undersigned‘s attorney, to make such transfer on the books of the
Company maintained for the purpose, with full power of substitution in the premises.


Dated:



Holder:


By:


Name:


Title:


Signature guaranteed by (if a guarantee is required):


                                                             A-16
                                                                                                                                 Exhibit 23.1


                          Consent of Independent Registered Public Accounting Firm
Audit Committee and Board of Directors
Mercantile Bancorp, Inc.
Quincy, Illinois
We consent to the incorporation by reference in this Amendment No. 3 to the Registration Statement of Mercantile Bancorp, Inc. S-1 (File
No. 333-168075) of our report dated April 7, 2010, on our audits of the consolidated financial statements of Mercantile Bancorp, Inc. as of
December 31, 2009 and 2008, and for the years ended December 31, 2009, 2008 and 2007, which report is included in this Annual Report on
Form 10-K. We also consent to the reference to our Firm under the caption ―Experts‖ in such Registration Statement.
/sig/ BKD, LLP
Decatur, Illinois
September 17, 2010
                                                                                                                           Exhibit 99.7


                                       BENEFICIAL OWNER ELECTION FORM

                                      UNITS OF MERCANTILE BANCORP, INC.
                                ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS

      I (We) acknowledge receipt of your letter and the enclosed materials relating to the offering by Mercantile Bancorp (the
―Company‖) of up to 8,703,330 Units pursuant to the exercise of subscription rights (“Subscription Rights”) distributed to
all holders of record of shares of common stock, $0.4167 par value per share (“Common Stock”) , of the Company, as of
5:00 p.m., New York City time, on September 23, 2010. One Unit consists of one share of the Company‘s Common Stock
and one warrant to purchase one share of the Company‘s Common Stock.

     In this form, I (we) instruct you whether to exercise Subscription Rights to purchase Units distributed with respect to
the Common Stock held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the
prospectus (the ―Prospectus‖), dated September [ • ], 2010, and the related Instructions for Use of Mercantile Bancorp, Inc.
Subscription Rights Certificates.

     PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

SECTION 1: OFFERING INSTRUCTIONS (check the appropriate box if you wish to exercise subscription rights)

IF YOU WISH TO EXERCISE ALL OR A PORTION OF YOUR BASIC SUBSCRIPTION PRIVILEGE:

 Please exercise subscription rights for me (us) and purchase Units as set forth below:


                   --                    X                     $[•]                    =                   $ --
        (no. of subscription                            (subscription price                    (total Subscription Price of
      rights to be exercised)                             per whole Unit)                     Basic Subscription Privilege)

IF EXERCISED YOUR BASIC SUBSCRIPTION PRIVILEGE IN FULL AND YOU WISH TO EXERCISE ALL
OR A PORTION OF YOUR OVER-SUBSCRIPTION PRIVILEGE:

 Please exercise subscription rights for me (us) and purchase Units as set forth below:


                   --                    X                     $[•]                    =                   $ --
        (no. of new Units)                              (subscription price                    (total Subscription Price of
                                                          per whole Unit)                     Over-Subscription Privilege)


IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:

     Please disregard this mailing.


SECTION 2: PAYMENT

 Payment in the amount of $      is enclosed. This amount should be the total of the ―total Subscription Price of Basic
  Subscription Privilege‖ and ―total Subscription Price of Over-Subscription Privilege‖ above.

 Please deduct payment from the following account maintained by you as follows:


Type of Account:
Account No.:
Amount to be deducted: $      (This amount should be the total of the ―total Subscription Price of Basic Subscription
Privilege‖ and ―total Subscription Price of Over-Subscription Privilege‖ above)
SECTION 3: SUBSCRIPTION AUTHORIZATION

    I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby exercise such
Subscription Rights for the number of Units indicated above on the terms and conditions specified in the Prospectus.


Signature(s) of subscriber(s):



Date                                                                 Date



Signature(s)                                                         Signature(s)



Please Type or Print Name(s)                                         Please Type or Print Name(s)


SECTION 4: SOLICITING BROKER CONFIRMATION

     The Company is obligated to pay any broker-dealer where the holder exercising such rights indicates in writing that
such broker-dealer has solicited such exercise, a cash commission of up to 3% of the gross proceeds from the exercise of
such right by the rights holder. Therefore, if your response was solicited by a broker-dealer, please indicate the individual
broker‘s name, contact information and firm they are associated with in the space provided.

       Name of soliciting broker-dealer:
    Contact information for soliciting broker-dealer:


       Associated firm: