EX-4.1






UST 449




Exhibit 4.1



THE CORPORATION WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE, UPON REQUEST AND WITHOUT CHARGE, A
FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS OF THE SHARES OF
EACH CLASS AUTHORIZED TO BE ISSUED BY THE CORPORATION AND THE DESIGNATION, RELATIVE RIGHTS,
PREFERENCES, AND LIMITATIONS OF EACH SERIES SO FAR AS THE SAME HAVE BEEN PRESCRIBED AND THE
AUTHORITY OF THE BOARD TO DESIGNATE AND PRESCRIBE THE RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS
OF OTHER SERIES.




SEE ADDITIONAL LEGENDS AND RESTRICTIONS ON REVERSE SIDE




			
	Certificate Number
	 	Number of Shares






Mercantile Bank Corporation

Incorporated under the laws of the State of Michigan




Fixed Rate Cumulative Perpetual Preferred Stock, Series A




This certifies that the    
             
           
            
           
            
            
      is the owner of   
            
           
              
  (          ) fully paid and non-assessable shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Series A of Mercantile Bank Corporation, transferable on the books of the
Corporation, in person or by a duly authorized attorney, upon surrender of this certificate
properly endorsed.



In Witness Whereof, this certificate has been executed on behalf of Mercantile Bank Corporation by
its duly authorized officers this    
           
       day of    
            
           
             
 ,            
        .



	 	 	 	 	 
	 


	 	 

	 	 






 









 






UST 449




REVERSE OF CERTIFICATE



THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.




ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Series A evidenced hereby to:



___________________________________________________




___________________________________________________




(Insert assignee’s social security or taxpayer identification number, if any)




___________________________________________________




___________________________________________________




(Insert address of assignee)




and irrevocably appoints:




___________________________________________________




as agent to transfer the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A
evidenced hereby on the books of Mercantile Bank Corporation. The agent may substitute another to
act for him or her




Date:




Signature:




___________________________________________________




(Sign exactly as your name appears on the other side of this Certificate)