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EXHIBIT 10.8




MERCANTILE BANK OF WEST MICHIGAN

DEFERRED COMPENSATION PLAN

FOR MEMBERS OF THE BOARD OF DIRECTORS

AMENDED OCTOBER 18, 2001




SECTION I

PURPOSE



The purpose of the Mercantile Bank of West Michigan Deferred Compensation Plan for members of the
Board of Directors (the “Plan”) is to enable each Director of Mercantile Bank of West Michigan (the
“Company”) to defer all or a portion of his or her cash fees for future services as a member of the
Board of Directors, or as a member of any committee thereof. The Plan is intended to be unfunded
for tax purposes and an unfunded arrangement for Directors not acting as employees for purpose of
Title I of ERISA.




SECTION II

ELIGIBILTY



Any Director of the Company who is not an employee of the Company, or a subsidiary thereof, shall
be eligible to participate in the Plan.




SECTION III

ELECTION, MODIFICATION AND TERMINATION PROCEDURES



Any Director wishing to participate in the Plan must file with the Secretary of the Company either
(i) within thirty (30) days from the effective date of this Plan, or (ii) on or before December 31
of any calendar year, or (iii) within thirty (30) days after first becoming eligible to participate
in the Plan, a written Notice of Election in the form attached as Exhibit A to defer payment of
his/her Director’s fees which are payable in cash. The election shall be effective in the case of
(i) and (iii) above on the first day of the month following the month of receipt by the Secretary
of the Notice of Election and effective in the case of (ii) above on the January 1st
following receipt by the Secretary of the Company of the Notice of Election. An effective election
with respect to Director’s fees that have been deferred under the terms of the Plan may not be
revoked and shall remain in effect until the election is terminated by the Director or the Director
is no longer eligible to participate in the Plan. An effective election may be terminated by filing
a Notice of Termination in the form attached as Exhibit B prior to December 31 of a year and shall
be effective for fees that will be earned during subsequent calendar years. A Director who shall
have terminated an effective election may thereafter file a new election covering a subsequent
calendar year, all subject to the provision in such a case that an effective election to defer must
be filed by December 31 of the year preceding the year in which the deferred fees are to be earned.




SECTION IV

ESTABLISHMENT AND ADMINISTRATION OF DEFERRED DIRECTORS’ FEE ACCOUNT



The amount of any Director’s fees deferred in accordance with an election shall be credited to a
deferred Director’s fee account maintained by the Company and such account shall remain a part of
the general funds of the Company. Nothing contained in the Plan shall be deemed to create a trust
or fund of any kind or create any fiduciary relationship, and the Director shall have the status of
a general unsecured creditor of the Company and the Plan constitutes a mere promise of the Company
to make payments in the future to the Director or to his or her designated beneficiary.



As of the last day of each calendar quarter the deferred fee account of each Director who has filed
an effective deferral election shall be adjusted as follows:





	 	1.	 	The account balance shall be credited as of the last day of each quarter with an
amount equivalent to interest for that quarter. Such amount shall be computed by
multiplying the account balance at the beginning of the quarter by a fraction, the
numerator of which is a rate equal to 100% of the prime rate as published in the Wall
Street Journal on the first day of the quarter, and the denominator of which is 4.





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	 	2.	 	Next, the account shall be credited with the amount, if any, of Director’s fees
deferred during that quarter. A separate record of deferred Director’s fees and applicable
interest shall be maintained by the Company for each participant in the Plan. The
computations of the Company with respect to the amount equivalent to interest shall be
conclusive and binding.





SECTION V

PAYMENT OF DEFERRED DIRECTORS’ FEES



Deferred Directors’ fees shall be paid to a Director or, in the event of his or hear death, to his
or her designated beneficiary in accordance with the Notice of Election and Beneficiary
Designation forms that have been filed with the Secretary of the Company. If a Director elects to
receive payment of his or her deferred fees in installments rather than in a lump sum, the payment
period shall not exceed ten years following the payment commencement date. The amounts of any
installment payment shall be determined by multiplying the balance of the Director’s unpaid
deferred fees and applicable amounts equivalent to interest on the date of such installment 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.




SECTION VI

WHEN PAYMENT OF DEFERRED DIRECTORS’ FEES COMMENCES



The payment in a lump sum or installments of amounts deferred pursuant to an election under the
Plan shall commence at the time the participant ceases to be a Director, and shall be paid in
accordance with the terms of such election. Installment payments shall be made either annually or
quarter-annually as the Director has elected.




SECTION VII

DESIGNATION OF BENEFICIARY



Each Director on becoming a participant shall file with the Secretary of the Company a beneficiary
designation in the form attached as Exhibit C designating one or more beneficiaries to whom amounts
otherwise due the participant shall be made in the event of his or her death while serving as a
Director or after leaving the Board. A beneficiary designation will be effective only if the signed
beneficiary designation form is filed with the Secretary of the Company while the Director is
alive, and will cancel all beneficiary designations signed and filed previously. If the primary
beneficiary shall survive the Director but dies before receiving all the amounts due hereunder, the
deferred amounts remaining unpaid at the time of death shall be paid in one lump sum to the legal
representative of the primary beneficiary’s estate. If the primary beneficiary shall predecease the
Director, amounts remaining unpaid at the time of the Director’s death shall be paid in the order
specified by the Director, on the effective beneficiary designation form filed by the Director, to
the contingent beneficiary(s) surviving the Director. If the contingent beneficiary(s) dies before
receiving all the amounts due hereunder the unpaid amount shall be paid in one lump sum to the
legal representative of such contingent beneficiary(s) estate. If the Director shall fail to
designate a beneficiary(s) as provided in this Section, or if all designated beneficiaries shall
predecease 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.




SECTION VIII

NON-ALIENATION OF BENEFITS



Neither the Director nor any beneficiary designated by him or her shall have any right, directly or
indirectly, to alienate, sell, transfer, assign, pledge or encumber any amount that is or may be
payable under the Plan and any such amount shall not be subject to attachment or garnishment by
creditors of the Director.




SECTION IX

ADMINISTRATION OF PLAN



Full power and authority to construe, interpret, and administer the Plan shall be vested in the
Board of Directors of the Company. Decisions of the Board shall be final, conclusive, and binding
upon all parties.




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SECTION X

AMENDMENT OR TERMINATION OF PLAN



The Board of Directors may amend or terminate the Plan at any time. Any amendment or termination of
the Plan shall not affect the rights of participants or beneficiaries to the amounts in the
Director’s deferred fee account at the time of such amendment or termination.




SECTION XI

APPLICABLE LAW



The provisions of the Plan shall be interpreted and construed in accordance with the laws of the
State of Michigan.




SECTION XII

EFFECTIVE DATE OF PLAN



This Plan shall become operative and in effect on the date the Plan is approved by the Board of
Directors of the Company.




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