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EXHIBIT 10.9




MERCANTILE BANK OF MICHIGAN

AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

FOR MEMBERS OF THE BOARD OF DIRECTORS




     THIS AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR MEMBERS OF THE BOARD OF DIRECTORS
(the “Plan”) is adopted this 29th day of June, 2006, by MERCANTILE BANK OF MICHIGAN, a
state-chartered commercial bank located in Grand Rapids, Michigan (the “Company”), and is effective
as of the 1st day of January, 2005.



     This Plan amends and restates the prior DEFERRED COMPENSATION PLAN FOR MEMBERS OF THE BOARD OF
DIRECTORS dated October 18, 2001 (the “Prior Plan”).



     The Company intends this Amended and Restated Plan to be a material modification of the Prior
Plan such that all amounts earned and vested prior to December 31, 2004 shall be subject to the
provisions of Section 409A of the Code and the regulations promulgated thereunder.



     The purpose of this Plan is to provide specified benefits to Directors who contribute to the
continued growth, development and future business success of the Company.



Article 1

Definitions




     Whenever used in this Plan, the following words and phrases shall have the meanings specified:




	1.1	 	“Beneficiary” means each designated person, or the estate of a deceased Director, entitled to
benefits, if any, upon the death of the Director determined pursuant to Article 6.
	 
	1.2	 	“Beneficiary Designation Form” means the form established from time to time by the Plan
Administrator that a Director completes, signs and returns to the Plan Administrator to
designate one or more beneficiaries.
	 
	1.3	 	“Board” means the Board of Directors of the Company as from time to time constituted.
	 
	1.4	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	1.5	 	“Crediting Rate” means a fraction, the numerator of which is a rate equal to 100% of the
Prime Rate published in the Wall Street Journal on the first day of the quarter, and the
denominator of which is 4.
	 
	1.6	 	“Deferrals” means the amount of the Fees which a Director elects to defer according to this
Plan.
	 
	1.7	 	“Deferral Account” means the Company’s accounting of a Director’s accumulated Deferrals plus
accrued interest.
	 
	1.8	 	“Deferral Election Form” means the form established from time to time by the Plan
Administrator that a Director completes, signs and returns to the Plan Administrator to
designate the amount of Deferrals.
	 
	1.9	 	“Director” means any member of the Board who is not an employee of the Company or a
subsidiary thereof.
	 
	1.10	 	“Distribution Election Form” means the form established from time to time by the Plan
Administrator that a Director completes, signs and returns to the Plan Administrator to
designate the time and form of distributions.
	 
	1.11	 	“Fees” means the total fees payable to a Director during a Plan Year.
	 
	1.12	 	“Original Effective Date” means October 18, 2001.
	 
	1.13	 	“Participation Agreement” means the agreement that a Director completes, signs and returns to the
Plan Administrator to participate in this Plan.





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	1.14	 	“Plan Administrator” means the plan administrator described in Article 8.
	 
	1.15	 	“Plan Year” means each twelve-month period commencing on January 1 and ending on December 31
of each year.
	 
	1.16	 	“Separation from Service” means the termination of a Director’s service with the Company for
reasons other than death. Whether a Separation from Service takes place is determined based
on the facts and circumstances surrounding the termination of the Director’s service and
whether the Company and the Director intended for the Director to provide significant services
for the Company following such termination.
	 
	1.17	 	“Specified Employee” means a key employee (as defined in Section 416(i) of the Code without
regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded
on an established securities market or otherwise.
	 
	1.18	 	“Termination for Cause” means a Separation from Service for:






	 	(a)	 	Gross negligence or gross neglect of duties to the Company; or
	 
	 	(b)	 	Conviction of a felony or of a gross misdemeanor involving moral turpitude in
connection with the Director’s service with the Company; or
	 
	 	(c)	 	Fraud, disloyalty, dishonesty or willful violation of any law or significant
Company policy committed in connection with the Director’s service and resulting in a
material adverse effect on the Company.





Article 2

Deferral Election





	2.1	 	Elections Generally. Each Director may annually file Deferral Election Form(s) with the Plan
Administrator no later than the Plan Year in which services leading to such Fees will be
performed.
	 
	2.2	 	Initial Election. After being notified by the Plan Administrator of becoming eligible for
participation in the Plan, a Director may make an initial deferral election under this Plan by
delivering to the Plan Administrator a signed Deferral Election Form and Beneficiary
Designation Form within thirty (30) days of becoming eligible. The Deferral Election Form
shall set forth the amount of Fees to be deferred. However, if the Director was eligible to
participate in any other account balance plans sponsored by the Company (as referenced in
Section 409A of the Code or the regulations thereunder) prior to becoming eligible to
participate in this Plan, the initial election to defer Fees under this Plan shall not be
effective until the Plan Year following the Plan Year in which the Director became eligible to
participate in this Plan.





Article 3

Deferral Account





	3.1	 	Establishing and Crediting. The Company shall establish a Deferral Account on its books for
each Director and shall credit to the Deferral Account the following amounts:






	 	(a)	 	Any Deferrals hereunder; and
	 
	 	(b)	 	Interest as follows:






	 	(i)	 	On the last day of each quarter and immediately prior to the
distribution of any benefits, but only until commencement of benefit
distributions under this Plan, interest shall be credited on the Deferral
Account. Such amount shall be computed by multiplying the Deferral Account
balance at the beginning of the quarter by the Crediting Rate. Prior to the
commencement of any distributions hereunder, the Board, in its sole
discretion, may change the rate used to calculate interest in this Section
3.1(b)(ii).; and






	3.2	 	Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be
paid under this Plan. The Deferral Account is not a trust fund of any kind. Each Director is
a general unsecured creditor of the Company for the distribution of benefits. The benefits
represent the mere Company promise to distribute such benefits. The Directors’ rights are not
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by a Directors’ creditors.




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Article 4

Distributions During Lifetime





	4.1	 	Separation from Service Benefit. Upon a Director’s Separation from Service, the Company
shall distribute to such Director the benefit described in this Section 4.1.






	 	4.1.1	 	Amount of Benefit. The benefit under this Section 4.1 is the Director’s
Deferral Account balance at Separation from Service.
	 
	 	4.1.2	 	Distribution of Benefit. The Company shall distribute the benefit to the
Director as elected by the Director on the Distribution Election Form, commencing
within thirty (30) days following Separation from Service. If the Director elects to
receive payment of the benefit in installments rather than in a lump sum, the payment
period shall not exceed ten (10) years following the payment commencement date, and
payments shall be made either annually or quarter-annually as elected. The amounts of
any installment payment shall be determined by multiplying the balance of the
Director’s unpaid Deferral Account by a fraction, the numerator of which is one and
the denominator of which is the number of remaining unpaid installments. Such balance
shall be appropriately reduced to reflect the installment payments made hereunder. In
the absence of a valid Distribution Election Form, the benefit shall be distributed in
a lump sum.






	4.2	 	Restriction on Timing of Distribution.  Notwithstanding any provision of this Plan to the
contrary, if a Director is considered a Specified Employee at Separation from Service under
such procedures as established by the Company in accordance with Section 409A of the Code,
benefit distributions that are made upon Separation from Service may not commence earlier than
six (6) months after the date of such Separation from Service. Therefore, in the event this
Section 4.2 is applicable to a Director, any distribution which would otherwise be paid to the
Director within the first six (6) months following the Separation from Service shall be
accumulated and paid to the Director in a lump sum on the first day of the seventh month
following the Separation from Service. All subsequent distributions shall be paid in the
manner specified.
	 
	4.3	 	Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of
any amount into a Director’s income as a result of the failure of this non-qualified deferred
compensation plan to comply with the requirements of Section 409A of the Code, to the extent
such tax liability can be covered by the Director’s Deferral Account balance, a distribution
shall be made as soon as is administratively practicable following the discovery of the plan
failure.
	 
	4.4	 	Change in Form or Timing of Distributions. For distribution of benefits under this Article
4, a Director may elect to delay the timing or change the form of distributions by submitting
the appropriate Distribution Election Form to the Plan Administrator. Any such elections:






	 	(a)	 	may not accelerate the time or schedule of any distribution,
except as provided in Section 409A of the Code and the regulations thereunder;
	 
	 	(b)	 	must, for benefits distributable under Section 4.1, delay the
commencement of distributions for a minimum of five (5) years from the date
the first distribution was originally scheduled to be made; and
	 
	 	(c)	 	must take effect not less than twelve (12) months after the
election is made.





Article 5

Distributions at Death





	5.1	 	Death During Active Service. If a Director dies while in active service to the Company, the
Company shall distribute to the Beneficiary the benefit described in this Section 5.1. This
benefit shall be distributed in lieu of the benefits under Article 4.






	 	5.1.1	 	Amount of Benefit. The benefit under this Section 5.1 is the Director’s
Deferral Account balance determined as of the date of the Director’s death.





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	 	5.1.2	 	Distribution of Benefit. The Company shall distribute the benefit to the
Beneficiary as elected by the Director on the Distribution Election Form commencing
within thirty (30) days following receipt by the Company of the Director’s death
certificate. If the Director elects to have the benefit paid to the Beneficiary in
installments rather in a lump sum, the payment period shall not exceed ten (10) years
following the payment commencement date, and payments shall be made either annually or
quarter-annually as elected. The amounts of any installment payment shall be
determined as set forth at Section 4.1.2. In the absence of a valid Distribution
Election Form, the benefit shall be distributed in a lump sum.






	5.2	 	Death During Distribution of a Benefit. If a Director dies after any benefit distributions
have commenced under this Plan but before receiving all such distributions, the Company shall
distribute to the Beneficiary the remaining benefits at the same time and in the same amounts
that would have been distributed to the Director had the Director survived. If the
Beneficiary predeceases the Director, amounts remaining unpaid at the time of the Director’s
death shall be paid in the order specified by the Director to the contingent Beneficiary
surviving the Director. If the Director fails to designate a Beneficiary as provided in this
Article, or if each Beneficiary predeceases the Director, the amounts remaining unpaid at the
time of such Director’s death shall be paid in one lump sum to the legal representative of the
Director’s estate.
	 
	5.3	 	Death After Separation from Service But Before Benefit Distributions Commence. If a Director
is entitled to benefit distributions under this Plan, but dies prior to the commencement of
said benefit distributions, the Company shall distribute to the Beneficiary the same benefits
that the Director was entitled to prior to death except that the benefit distributions shall
commence within thirty (30) days following receipt by the Company of the Director’s death
certificate.





Article 6

Beneficiaries





	6.1	 	Beneficiary. Each Director shall have the right, at any time, to designate a Beneficiary to
receive any benefits distributable under the Plan to a Beneficiary upon the death of the
Director. The Beneficiary designated under this Plan may be the same as or different from the
beneficiary designation under any other plan of the Company in which the Director
participates.
	 
	6.2	 	Beneficiary Designation; Change. Each Director shall designate a Beneficiary by completing
and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or
its designated agent. A Director’s beneficiary designation shall be deemed automatically
revoked if the Beneficiary predeceases the Director or if the Director names a spouse as
Beneficiary and the marriage is subsequently dissolved. The Directors shall have the right to
change a Beneficiary by completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Plan Administrator’s rules and procedures, as in effect
from time to time. Upon the acceptance by the Plan Administrator of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan
Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the
Director and accepted by the Plan Administrator prior to the Director’s death.
	 
	6.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective
until received, accepted and acknowledged in writing by the Plan Administrator or its
designated agent.
	 
	6.4	 	No Beneficiary Designation. If a Director dies without a valid Beneficiary designation, or
if all designated Beneficiaries predecease the Director, then the Director’s spouse shall be
the designated Beneficiary. If the Director has no surviving spouse, the benefits shall be
paid to the personal representative of the Director’s estate.
	 
	6.5	 	Facility of Distribution. If the Plan Administrator determines in its discretion that a
benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable
of handling the disposition of that person’s property, the Plan Administrator may direct
distribution of such benefit to the guardian, legal representative or person having the care
or custody of such minor, incompetent person or incapable person. The Plan Administrator may
require proof of incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Any distribution of a benefit shall be a distribution for the
account of the Director and the Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such distribution amount.




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Article 7

General Limitations





	7.1	 	Termination for Cause. Notwithstanding any provision of this Plan to the contrary, the
Company shall not distribute to any Director any benefit under this Plan in excess of the
Deferrals (i.e., Deferral Account minus interest credited thereon) if the Director’s service
with the Company is terminated due to a Termination for Cause.
	 
	7.2	 	Suicide or Misstatement. Notwithstanding any provision of this Plan to the contrary, the
Company shall not distribute to any Director any benefit under this Plan in excess of the
Deferrals if the Director commits suicide within two years after the Original Effective Date
of this Plan, or if an insurance company which issued a life insurance policy covering the
Director and owned by the Company denies coverage (i) for material misstatements of fact made
by the Director on an application for such life insurance, or (ii) for any other reason.
	 
	7.3	 	Removal. Notwithstanding any provision of this Plan to the contrary, the Company shall not
distribute to any Director any benefit under this Plan in excess of the Deferrals (i.e.,
Deferral Account minus interest credited thereon) if the Director is subject to a final
removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act.





Article 8

Administration of Plan





	8.1	 	Plan Administrator Duties. This Plan shall be administered by a Plan Administrator which
shall consist of the Board, or such committee or person(s) as the Board shall appoint. The
Plan Administrator shall administer this Plan according to its express terms and shall also
have the discretion and authority to (i) make, amend, interpret and enforce all appropriate
rules and regulations for the administration of this Plan and (ii) decide or resolve any and
all questions including interpretations of this Plan, as may arise in connection with the Plan
to the extent the exercise of such discretion and authority does not conflict with Section
409A of the Code and regulations thereunder.
	 
	8.2	 	Agents. In the administration of this Plan, the Plan Administrator may employ agents and
delegate to them such administrative duties as it sees fit, (including acting through a duly
appointed representative), and may from time to time consult with counsel who may be counsel
to the Company.
	 
	8.3	 	Binding Effect of Decisions. The decision or action of the Plan Administrator with respect
to any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.
	 
	8.4	 	Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the members
of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities
arising from any action or failure to act with respect to this Plan, except in the case of
willful misconduct by the Plan Administrator or any of its members.
	 
	8.5	 	Company Information. To enable the Plan Administrator to perform its functions, the Company
shall supply full and timely information to the Plan Administrator on all matters relating to
the compensations of its Directors, the date and circumstances of the retirement, Disability,
death or Separation from Service of its Directors, and such other pertinent information as the
Plan Administrator may reasonably require.
	 
	8.6	 	Statement of Accounts. The Plan Administrator shall provide to each Director, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting forth the
Director’s Deferral Account balance.





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Article 9

Claims and Review Procedures





	9.1	 	Claims Procedure. A Director or Beneficiary (“Claimant”) who has not received benefits under
the Plan that he or she believes should be paid shall make a claim for such benefits as
follows:






	 	9.1.1	 	Initiation – Written Claim. The Claimant initiates a claim by submitting to
the Company a written claim for the benefits. If such a claim relates to the contents
of a notice received by the Claimant, the claim must be made within sixty (60) days
after such notice was received by the Claimant. All other claims must be made within
180 days of the date on which the event that caused the claim to arise occurred. The
claim must state with particularity the determination desired by the Claimant.
	 
	 	9.1.2	 	Timing of Company Response. The Company shall respond to such Claimant
within 90 days after receiving the claim. If the Company determines that special
circumstances require additional time for processing the claim, the Company can extend
the response period by an additional 90 days by notifying the Claimant in writing,
prior to the end of the initial 90-day period that an additional period is required.
The notice of extension must set forth the special circumstances and the date by which
the Company expects to render its decision.
	 
	 	9.1.3	 	Notice of Decision. If the Company denies part or all of the claim, the
Company shall notify the Claimant in writing of such denial. The Company shall write
the notification in a manner calculated to be understood by the Claimant. The
notification shall set forth:






	 	(a)	 	The specific reasons for the denial,
	 
	 	(b)	 	A reference to the specific provisions of the Plan on which
the denial is based,
	 
	 	(c)	 	A description of any additional information or material
necessary for the Claimant to perfect the claim and an explanation of why it
is needed, and
	 
	 	(d)	 	An explanation of the Plan’s review procedures and the time
limits applicable to such procedures.






	9.2	 	Review Procedure. If the Company denies part or all of the claim, the Claimant shall have
the opportunity for a full and fair review by the Company of the denial, as follows:






	 	9.2.1	 	Initiation – Written Request. To initiate the review, the Claimant, within
60 days after receiving the Company’s notice of denial, must file with the Company a
written request for review.
	 
	 	9.2.2	 	Additional Submissions – Information Access. The Claimant shall then have
the opportunity to submit written comments, documents, records and other information
relating to the claim. The Company shall also provide the Claimant, upon request and
free of charge, reasonable access to, and copies of, all documents, records and other
information relevant to the Claimant’s claim for benefits.
	 
	 	9.2.3	 	Considerations on Review. In considering the review, the Company shall take
into account all materials and information the Claimant submits relating to the claim,
without regard to whether such information was submitted or considered in the initial
benefit determination.
	 
	 	9.2.4	 	Timing of Company Response. The Company shall respond in writing to such
Claimant within 60 days after receiving the request for review. If the Company
determines that special circumstances require additional time for processing the
claim, the Company can extend the response period by an additional 60 days by
notifying the Claimant in writing, prior to the end of the initial 60-day period that
an additional period is required. The notice of extension must set forth the special
circumstances and the date by which the Company expects to render its decision.
	 
	 	9.2.5	 	Notice of Decision. The Company shall notify the Claimant in writing of its
decision on review. The Company shall write the notification in a manner calculated
to be understood by the Claimant. The notification shall set forth:






	 	(a)	 	The specific reasons for the denial,
	 
	 	(b)	 	A reference to the specific provisions of the Plan on which
the denial is based, and
	 
	 	(c)	 	A statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the Claimant’s claim for
benefits.





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Article 10

Amendments and Termination





	10.1	 	Amendments. The Company may unilaterally amend this Plan at any time.
	 
	10.2	 	Plan Termination Generally. The Company may unilaterally terminate this Plan at any time.
Except as provided in Section 10.3, the termination of this Plan shall not cause a
distribution of benefits under this Plan. Rather, upon such termination benefit distributions
will be made at the earliest distribution event permitted under Article 4 or Article 5.
	 
	10.3	 	Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section
10.2, if this Plan is terminated in the following circumstances:






	 	(a)	 	Within thirty (30) days before, or twelve (12) months after a change in
control, provided that all distributions are made no later than twelve (12) months
following such termination of the Plan and further provided that all the
Company’s arrangements which are substantially similar to the Plan are
terminated so the Director and all participants in the similar arrangements are
required to receive all amounts of compensation deferred under the terminated
arrangements within twelve (12) months of the termination of the arrangements;
	 
	 	(b)	 	Upon the Company’s dissolution or with the approval of a bankruptcy court
provided that the amounts deferred under the Plan are included in the Director’s gross
income in the latest of (i) the calendar year in which the Plan terminates; (ii) the
calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical; or
	 
	 	(c)	 	Upon the Company’s termination of this and all other account balance plans
(as referenced in Section 409A of the Code or the regulations thereunder), provided
that all distributions are made no earlier than twelve (12) months and no later than
twenty-four (24) months following such termination, and the Company does not adopt any
new account balance plans for a minimum of five (5) years following the date of such
termination;






	 	 	the Company may distribute the Deferral Account balance, determined as of the date of the
termination of the Plan, to the Director in a lump sum subject to the above terms.





Article 11

Miscellaneous





	11.1	 	Binding Effect. This Plan shall bind the Directors and the Company and their beneficiaries,
survivors, executors, administrators and transferees.
	 
	11.2	 	No Guarantee of Service. This Plan is not a contract for service. It does not give any
Director the right to remain as a director of the Company, nor does it interfere with the
Company’s right to discharge a Director. It also does not require a Director to remain a
director nor interfere with a Director’s right to terminate service at any time.
	 
	11.3	 	Non-Transferability. Benefits under this Plan cannot be sold, transferred, assigned,
pledged, attached or encumbered in any manner.
	 
	11.4	 	Tax Withholding and Reporting. The Company shall withhold any taxes that are required to be
withheld, including but not limited to taxes owed under Section 409A of the Code and
regulations thereunder, from the benefits provided under this Plan. Director acknowledges
that the Company’s sole liability regarding taxes is to forward any amounts withheld to the
appropriate taxing authority(ies). Further, the Company shall satisfy all applicable
reporting requirements, including those under Section 409A of the Code and regulations
thereunder.
	 
	11.5	 	Applicable Law. The Plan and all rights hereunder shall be governed by the laws of the State
of Michigan, except to the extent preempted by the laws of the United States of America.





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	11.6	 	Unfunded Arrangement. Each Director and each Beneficiary are general unsecured creditors of
the Company for the distribution of benefits under this Plan. The benefits represent the mere
promise by the Company to distribute such benefits. The rights to benefits are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on any Director’s life or other
informal funding asset is a general asset of the Company to which the Director and the
Beneficiary have no preferred or secured claim.
	 
	11.7	 	Reorganization. The Company shall not merge or consolidate into or with another Company, or
reorganize, or sell substantially all of its assets to another bank, firm, or person unless
such succeeding or continuing bank, firm, or person agrees to assume and discharge the
obligations of the Company under this Plan. Upon the occurrence of such event, the term
“Company” as used in this Plan shall be deemed to refer to the successor or survivor bank.
	 
	11.8	 	Entire Agreement. This Plan constitutes the entire agreement between the Company and the
Directors as to the subject matter hereof. No rights are granted to any Director by virtue of
this Plan other than those specifically set forth herein.
	 
	11.9	 	Interpretation. Wherever the fulfillment of the intent and purpose of this Plan requires,
and the context will permit, the use of the masculine gender includes the feminine and use of
the singular includes the plural
	 
	11.10	 	Alternative Action. In the event it shall become impossible for the Company or the Plan
Administrator to perform any act required by this Plan, the Company or Plan Administrator may
in its discretion perform such alternative act as most nearly carries out the intent and
purpose of this Plan and is in the best interests of the Company, provided that such
alternative acts do not violate Section 409A of the Code.
	 
	11.11	 	Headings. Article and section headings are for convenient reference only and shall not
control or affect the meaning or construction of any of its provisions.
	 
	11.12	 	Validity. In case any provision of this Plan shall be illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall
be construed and enforced as if such illegal and invalid provision has never been inserted
herein.
	 
	11.13	 	Notice. Any notice or filing required or permitted to be given to the Plan Administrator
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:
	 
	 	 	 


	 
	 	 	 


	 
	 	 	 


	 
	 	 	 








	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark or the receipt for registration or
certification.
	 
	 	 	Any notice or filing required or permitted to be given to a Director under this Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last known address
of the Director.
	 
	11.14	 	Compliance with Section 409A. This Plan shall at all times be administered and the
provisions of this Plan shall be interpreted consistent with the requirements of Section 409A
of the Code and any and all regulations thereunder, including such regulations as may be
promulgated after the Original Effective Date of this Plan.
	 
	11.15	 	Rescission. Any modification to the terms of this Plan that would inadvertently result in
an additional tax liability on the part of any Director, shall have no effect provided the
change in the terms of the plan is rescinded by the earlier of a date before the right is
exercised (if the change grants a discretionary right) and the last day of the calendar year
during which such change occurred.
	 
	 	 	IN WITNESS WHEREOF, the Company has signed this Plan as of                      ___, 20___.





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	MERCANTILE BANK OF MICHIGAN	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






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PARTICIPATION AGREEMENT




          THIS PARTICIPATION AGREEMENT (this “Agreement”) is entered into as of                      ___, 20___
between Mercantile Bank of Michigan, a state-chartered commercial bank located in Grand Rapids,
Michigan (the “Company”), and                                         (the “Director”).




Recitals





	A.	 	The Company has adopted, effective as of October 18, 2001, the Mercantile Bank of Michigan
Deferred Compensation Plan for Members of the Board of Directors, as amended and restated from
time to time (the “Plan”), and the Director has been selected to participate in the Plan.
	 
	B.	 	The Director desires to participate in the Plan.





Agreement




     NOW THEREFORE, it is mutually agreed that:




	1.	 	Definitions. Unless otherwise provided in this Agreement, the capitalized terms in this
Agreement shall have the same meaning as under the Plan’s master plan document (the “Plan
Document”).
	 
	2.	 	Integrated Agreement; Parties Bound. The Plan Document, a copy of which has been made
available to the Director, is hereby incorporated into and made a part of this Agreement as
though set forth in full in this Agreement. The parties to this Agreement agree to and shall
be bound by, and have the benefit of, each and every provision of the Plan as set forth in the
Plan Document. This Agreement and the Plan Document, collectively, shall be considered one
complete contract between the parties.
	 
	3.	 	Acknowledgment. The Director hereby acknowledges that he or she has read and understands
this Agreement and the Plan Document.
	 
	4.	 	Conditions to Participation. As a condition to participation in the Plan, the Director must
complete, sign, date and return to the Plan Administrator an original copy of this Agreement,
the Deferral Election Form as required by the Plan Administrator, and a Beneficiary
Designation Form.
	 
	5.	 	Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon
the Company, its successors and assigns, and the Director.
	 
	 	 	IN WITNESS WHEREOF, the Director has signed and the Company has accepted this Participation





Agreement as of the date first written above.




	 	 	 	 	 	 	 	 	 
	DIRECTOR:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Date

	 	 	 	 
	 	 

Signature of Director
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

Type or Print Name
	 	 
	 
	 	 	 	 	 	 	 	 
	AGREED AND ACCEPTED BY THE COMPANY:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PLAN ADMINISTRATOR:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Date

	 	 	 	 
	 	 

Signature of Plan Administrator
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

Type or Print Name
	 	 






10









 





Fees Election




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Amount of Deferral	 	 	 	Duration	 
	 	 	 	 	 	 
	 	[Initial and Complete One]	 	 	[Initial and Complete One]	 
	 	 
	 	 	 	 	 	 	 	 
	 	___

	 	I elect to defer [option: ___% or $___]
of my Fees
 (amount not to exceed [option: ___%
or $___]).
	 	 	___
	 	For ___year(s)	 
	 	 
	 	 	 	 	 	 	 	 
	 	 

	 	I elect not to defer any of my Fees.
	 	 	___
	 	For all future Plan Years	 
	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	Printed Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 





Received by the Plan Administrator this                      day of                                         , 2   
                 




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 







11











 





Initial Election




Form and Timing of Distributions




	 	 	 	 	 
	Benefit	 	 	 	Distribution of Benefit
	 

	 	Lump Sum

(Initial)
	 	Equal installments for
the number of quarters
or years shown, not to
exceed 40 quarters or
10 years (Initial and
indicate number of
quarters or years)
	§ 4.1.2—Separation from
Service Benefit
	 	 	 	 
	Article 5—Death Benefit
	 	 	 	 






	 	 	 	 	 
	Printed Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






Received by the Plan Administrator this                      day of                      , 2                    




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






12









 





CHANGE IN ELECTION




Form and Timing of Distributions




	 	 	 	 	 
	Benefit	 	 	 	Distribution of Benefit
	 

	 	Lump Sum 
(Initial)
	 	Equal installments for
the number of quarters
or years shown, not to
exceed 40 quarters or
10 years (Initial and
indicate number of
quarters or years)
	§ 4.1.2—Separation from
Service Benefit
	 	 	 	 
	Article 5—Death Benefit
	 	 	 	 






	 	 	 	 	 
	Printed Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






Received by the Plan Administrator
this              
        day of      
               
               
     , 2
            
        




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 





After 2006, any change in the form or timing of distributions is subject to the following
requirements:





	 	(i)	 	The change will not take effect until 12 months following the date it is received by
the Plan Administrator;
	 
	 	(ii)	 	Distributions (except distributions on death, disability and emergency) must be delayed
at least 5 years from the date the distributions otherwise would have been made; and
	 
	 	(iii)	 	Any election related to distribution at a specified time or pursuant to a fixed
schedule must be made 12 months prior to the date the distribution is scheduled to be paid.






13









 








BENEFICARY DESIGNATION FORM




	 	 	 
	{ }

	 	New Designation
	{ }

	 	Change in Designation






I,                                         , designate the following as Beneficiary under the Plan:




	 	 	 
	Primary:

	 	                     %
	 
	 	 
	 


	 	 
	 

	 	                     %
	 


	 	 
	Contingent:

	 	                     %
	 
	 	 
	 


	 	 
	 

	 	                     %
	 


	 	 






Notes:





	 	•	 	Please PRINT CLEARLY or TYPE the names of the beneficiaries.
	 
	 	•	 	To name a trust as Beneficiary, please provide the name of the trustee(s) and the exact
name and date of the trust agreement.
	 
	 	•	 	To name your estate as Beneficiary, please write “Estate of _[your name]_”.
	 
	 	•	 	Be aware that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.




I understand that I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon receipt and
acknowledgment by the Plan Administrator prior to my death. I further understand that the
designations will be automatically revoked if the Beneficiary predeceases me, or, if I have named
my spouse as Beneficiary and our marriage is subsequently dissolved.




	 	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






Received by the Plan Administrator
this             
         day of      
               
       
             , 2
   
       




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






14