EX-10.34






EXHIBIT 10.34




SECOND AMENDMENT TO THE

MERCANTILE BANK OF MICHIGAN

AMENDED AND RESTATED

EXECUTIVE DEFERRED COMPENSATION AGREEMENT

DATED NOVEMBER 18, 2006

AND AMENDED OCTOBER 23, 2008

FOR

[NAME OF EXECUTIVE]




          THIS SECOND AMENDMENT is adopted this 23rd day of October, 2008, by and between Mercantile
Bank of Michigan, a state-chartered commercial bank located in Grand Rapids, Michigan (the
“Company”), and [Name of Executive] (the “Executive”).




          The Company and the Executive executed the Amended and Restated Executive Deferred
Compensation Agreement effective as of November 18, 2006, and executed a First Amendment on October
25, 2007 (the “Agreement”).




          The undersigned hereby amend the Agreement for the purpose of providing the Executive with an
election of a specified time distribution. Therefore, the following changes shall be made:




          Section 1.13 of the Agreement shall be deleted in its entirety and replaced by the following:





	1.13	 	“Deferral Election Form” means each form established from time to time by the Plan
Administrator that the Executive completes, signs and returns to the Plan Administrator to
designate the amount of Deferrals and, with respect to Deferrals made on and after January 1,
2009, to elect the time and form of a Specified Time Distribution.





          The following Sections 1.24a and 1.24b shall be added to the Agreement immediately following
Section
1.24 :





	1.24a	 	“Specified Time Distribution” means a distribution made at a specified time pursuant
to an Executive’s election on a Specified Time Distribution Election Form or a Deferral
Election Form.






	1.24b	 	“Specified Time Distribution Election Form” means the form established from time to
time by the Plan Administrator that the Executive completes, signs and returns to the Plan
Administrator to designate the time and form of a Specified Time Distribution.





          The following Sections 4.0, 4.0.1, 4.0.1.1, 4.0.1.2, 4.0.2, 4.0.2.1 and 4.0.2.2 shall be added
to the Agreement immediately before Section 4.1:





	4.0	 	Specified Time Distribution. If the Executive elects a Specified Time Distribution,
the Company shall distribute to the Executive the benefit described in this Section 4.0.
Notwithstanding the prior sentence, if a




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distribution is payable under Section 4.1, 4.2, 4.3,
4.4 or 4.5, then the distribution will be made under Section 4.1, 4.2, 4.3, 4.4 or 4.5 and not
under this Section 4.0.




	 	4.0.1	 	Deferrals Made on or Before December 31, 2008. For Deferrals made on
or before December 31, 2008, the Executive may elect on or before November 30, 2008, a
distribution under this Section 4.0.1. This election may be made notwithstanding any
restriction to the contrary in Section 4.8.






	 	4.0.1.1	 	Amount of Benefit. The benefit under this Section 4.0.1 is the
portion of the Deferral Account balance as of December 31, 2008 elected by the
Executive on the Specified Time Distribution Election Form.
	 
	 	4.0.1.2	 	Distribution of Benefit. The Company shall pay the benefit under
this Section 4.0.1 to the Executive, commencing on or after March 1, 2009, as
elected by the Executive on the Specified Time Distribution Election Form.






	 	4.0.2	 	Deferrals Made on or After January 1, 2009. For Deferrals made on or
after January 1, 2009, the Executive may elect a distribution under this Section 4.0.2.
This election shall be made for each Plan Year and shall only apply to the Deferrals
made for that Plan Year.






	 	4.0.2.1	 	Amount of Benefit. The benefit under this Section 4.0.2 is the
portion or all of the Deferrals for the Plan Year beginning on or after January
1, 2009 for which a Specified Time Distribution election is made, together with
accrued interest, as elected by the Executive on the Deferral Election Forms.






	 	4.0.2.2	 	Distribution of Benefit. The Company shall pay the benefit under
this Section 4.0.2 to the Executive, commencing on or after the earliest date
permitted by Code Section 409A, as elected by the Executive on the Deferral
Election Forms.





          Section 4.8 shall be deleted in its entirety and replaced by the following:





	4.8	 	Change in Form or Timing of Distributions. For distribution of benefits under this
Article 4, the Executive may elect to delay the timing or change the form of distributions by
submitting the appropriate Election Form(s) or Specified Time Distribution Election Form(s) to
the Plan Administrator. Any such election:






	 	(e)	 	may not accelerate the time or schedule of any distribution,
except as provided in Code Section 409A;






	 	(f)	 	must, for benefits distributable under Section 4.0, be made at
least twelve (12) months prior to the first scheduled distribution;






	 	(g)	 	must, for benefits distributable under Sections 4.0, 4.1, 4.2
and 4.4, 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






	 	(h)	 	must take effect not less than twelve (12) months after the
amendment is made.




The restrictions in paragraphs (a) through (d) above do not apply to the Executive’s election to
receive a distribution under Section 4.0.1.



For purposes of any change under this Section 4.8, a distribution paid in the form of installments
shall be deemed to be a single payment.




          The following Sections 11.14 and 11.15 shall be added to the Agreement at the end of Article
11:





	11.14	 	Deduction Limitation on Benefit Payments. If the Company reasonably anticipates
that the Company’s deduction with respect to any distribution under this Agreement would be
limited or eliminated by application of Code Section 162(m), then to the extent deemed
necessary by the Company to ensure that the entire amount of any distribution from this
Agreement is deductible, the Company may delay payment of any amount that would otherwise be
distributed under this Agreement. The delayed amounts shall be distributed to the Executive
(or the Beneficiary in the event of the Executive’s death) at the earliest date the Company
reasonably anticipates that the deduction of the payment of the amount will not be limited or
eliminated by application of Code Section 162(m).





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	11.15	 	Compliance with Section 409A. This Agreement shall be interpreted and administered
consistent with Code Section 409A.




     IN WITNESS OF THE ABOVE, the Company and the Executive hereby agree to this Second Amendment.




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EXECUTIVE:	 	 	 	MERCANTILE BANK OF MICHIGAN:  
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 
	[Name of Executive]

	 	 	 	Title	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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MERCANTILE BANK OF MICHIGAN

Amended and Restated Executive Deferred Compensation Agreement

Deferral Election Form — Base Salary




 





Specified Time Distribution Election — For Amount Deferred

On or Before December 31, 2008




THIS ELECTION MUST BE MADE BY NOVEMBER 30, 2008









Amount of Specified Time Distribution




 





[Initial and Complete One]





	A.          	 	I elect to receive ___% of my Deferral Account balance as of December
31, 2008, in the manner described below commencing on
___ (must be on or after March 1, 2009).
	 
	B.          	 	I elect not to receive any of my Deferral Account balance as of December 31,
2008 prior to Separation from Service (unless I have an Unforeseen Emergency
and apply for a hardship distribution.)








Special Rules if You Elect a Specified Time Distribution under Paragraph A:





	 	•	 	If my Separation from Service occurs before the distribution commencement date elected
above, then this election is ignored and my entire Deferral Account balance will be paid in
accordance with the election I made on my Distribution Election Form. My “Distribution
Election Form” means my Initial Election Form or Change in Election Form, as applicable, on
which I have elected the form and timing of distributions that are to be made after my
Separation from Service.
	 
	 	•	 	If I elected a distribution of less than 100% of my Deferral Account balance as of
December 31, 2008, then any remainder will be paid in accordance with my election on the
Distribution Election Form.





Form of Distribution for a Specified Time Distribution Elected in Paragraph A

for Amounts Deferred on or before December 31, 2008





	 	 	 	 	 	 	 	 	 
	 
	 	Benefit	 	 	 	 	 	
Distribution of Benefit	 
	 	 
	 	 	Lump sum

(initial

below)
	 	 	Equal annual installments for ___ years (indicate number of 

years here (up to 3 years) and initial below)	 
	 	 
	 	 	 	 	 	 	 
	 	§ 4.0.1.2—Deferrals Made on or
Before December 31, 2008
Benefit

	 	 	 	 	 	 	 
	 








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MERCANTILE BANK OF MICHIGAN

Amended and Restated Executive Deferred Compensation Agreement

Deferral Election Form — Base Salary




 




ANY CHANGE TO THE FORM OR TIME OF A SPECIFIED TIME DISTRIBUTION ELECTION IS SUBJECT TO THE
RESTRICTIONS DESCRIBED IN THE AGREEMENT (SEE SECTION 4.8 OF THE AGREEMENT AND THE “CHANGE IN
ELECTION” FORM FOR THE CURRENT RESTRICTIONS.)




I agree to the elections set forth above.






	 	 	 	 	 	 	 
	Printed Name:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
	Signature:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Received by the Plan Administrator this _____ day of ____________________, 20___






	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 










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MERCANTILE BANK OF MICHIGAN

Amended and Restated Executive Deferred Compensation Agreement

Deferral Election Form — Base Salary

 





Base Salary Deferral Election for Plan Year                     





	A.	 	Base Salary Deferral Election










Amount of Deferral




[ Initial and complete one ]




	           	 	I elect to defer ___% of my Base Salary (amount not to exceed ___%).
	 
	          	 	 I elect to defer $______ of my Base Salary (amount not to exceed
$______).
	 
	          	 	 I elect not to defer any of my Base Salary.










	B.	 	Specified Time Distribution of Base Salary Deferral





          Complete this Section B only if you wish to elect a Specified Time Distribution for your Base
Salary Deferral.



I elect to receive on the distribution date indicated below all or a portion of my Base Salary
deferred under this Form for the Plan Year listed above. This distribution date cannot be less
than one (1) full calendar year after the commencement of the Plan Year to which this election
applies. Your distribution will be paid in the form of a lump sum.




	 	 	 	 	 
	 	 	1) Distribution Amount or 2) Percentage	 	 
	 	 	of Plan Year’s	 	 
	 	 	Base Salary-related Deferrals plus	 	 
	Plan Year	 	interest	 	Distribution Date*
	 

	 	 
	 	 







 




			
	* 	 	The distribution date must specify month, day, and year of distribution.





Special Rules:





	 	•	 	If my Separation from Service occurs before the Distribution Date elected in the table
above, then my election of a Specified Time Distribution in Section B is ignored and my
entire Deferral Account balance will be paid in accordance with the election I made on my
Distribution Election Form. My “Distribution Election Form” means my Initial Election Form
or Change in Election Form, as applicable, on which I have elected the form and timing of
distributions that are to be made after my Separation from Service.
	 
	 	•	 	If I elected in the table above a distribution of less than 100% of my Base Salary that
is deferred under Section A for the Plan Year listed above, then any remainder will be paid
in accordance with my election on the Distribution Election Form.




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MERCANTILE BANK OF MICHIGAN

Amended and Restated Executive Deferred Compensation Agreement

Deferral Election Form — Base Salary

 




ANY CHANGE TO THE TIME OF A SPECIFIED TIME DISTRIBUTION ELECTION AFTER THE BEGINNING OF THE PLAN
YEAR IS SUBJECT TO THE RESTRICTIONS DESCRIBED IN THE AGREEMENT (SEE SECTION 4.8 OF THE AGREEMENT
AND THE “CHANGE IN ELECTION” FORM FOR THE CURRENT RESTRICTIONS.)



ANY CHANGE TO THE FORM OR TIME OF A SPECIFIED TIME DISTRIBUTION ELECTION IS SUBJECT TO THE
RESTRICTIONS DESCRIBED IN THE AGREEMENT (SEE SECTION 4.8 OF THE AGREEMENT AND THE “CHANGE IN
ELECTION” FORM FOR THE CURRENT RESTRICTIONS.)




I agree to the elections set forth above.





	 	 	 	 	 	 	 
	Printed Name:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
	Signature:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Received by the Plan Administrator this _____ day of ____________________, 20___






	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 








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Bonus Deferral Election for Plan Year                     





	A.	 	Bonus Deferral Election










Amount of Deferral

 






	[Initial and complete one]




           I elect to defer ___% of my Bonus (amount not to exceed ___%).



           I elect to defer $___of my Bonus (amount not to exceed
$___).



           I elect not to defer any of my Bonus.









	B.	 	Specified Time Distribution of Bonus Deferral





          Complete this Section B only if you wish to elect a Specified Time Distribution for your Bonus
Deferral.



I elect to receive on the distribution date indicated below all or a portion of my Bonus deferred
under this Form for the Plan Year listed above. This distribution date cannot be less than one (1)
full calendar year from the commencement of the Plan Year to which this election applies. Your
distribution will be paid in the form of a lump sum.




	 	 	 	 	 
	 	 	1) Distribution Amount or 2) Percentage	 	 
	 	 	of Plan Year’s Bonus-related Deferrals	 	 
	Plan Year	 	plus interest	 	Distribution Date*
	 

	 	 
	 	 







 




			
	*	 	The distribution date must specify month, day, and year of distribution.





Special Rules:





	 	•	 	If my Separation from Service occurs before the Distribution Date elected in the table
above, then my election of a Specified Time Distribution in Section B is ignored and my
entire Deferral Account balance will be paid in accordance with the election I made on my
Distribution Election Form. My “Distribution Election Form” means my Initial Election Form
or Change in Election Form, as applicable, on which I have elected the form and timing of
distributions that are to be made after my Separation from Service.






	 	•	 	If I elected in the table above a distribution of less than 100% of my Bonus deferred
under Section A above for the Plan Year listed above, then any remainder will be paid in
accordance with my election on the Distribution Election Form.




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ANY CHANGE TO THE TIME OF A SPECIFIED TIME DISTRIBUTION ELECTION
AFTER THE BEGINNING OF THE PLAN YEAR IS SUBJECT TO THE
RESTRICTIONS DESCRIBED IN THE AGREEMENT (SEE SECTION 4.8 OF THE AGREEMENT AND THE “CHANGE IN
ELECTION” FORM FOR THE CURRENT RESTRICTIONS.)




I agree to the elections set forth above.





	 	 	 	 	 	 	 
	Printed Name:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
	Signature:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Received by the Plan Administrator this _____ day of ____________________, 20___






	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 







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Performance-Based Compensation Deferral Election

for Plan Year __________




A. Performance-Based Compensation Deferral









Amount of Deferral





[Initial and complete one]





	          	 	 I elect to defer ___% of my Performance-Based Compensation (amount not
to exceed ___%).
	 
	          	 	 I elect to defer $_______ of my Performance-Based Compensation
(amount not to exceed $_______).
	 
	          	 	 I elect not to defer any of my Performance-Based Compensation.









B. Specified Time Distribution of Performance-Based Compensation Deferral




     Complete this Section B only if you wish to elect a Specified Time Distribution for your
Performance-Based Compensation Deferral.


I elect to receive on the distribution date indicated below all or a portion of my
Performance-Based Compensation deferred under this Form for the Plan Year listed above. This
distribution date cannot be less than one (1) full calendar year from the commencement of the Plan
Year to which this election applies. Your distribution will be paid in the form of a lump sum.




	 	 	 	 	 
	 	 	1) Distribution Amount or 2) Percentage	 	 
	 	 	of Plan Year’s Performance-Based	 	 
	Plan Year	 	Compensation Deferrals plus interest	 	Distribution Date*
	 

	 	 
	 	 







 




			
	* 	 	The distribution date must specify month, day, and year of distribution.





Special Rules:





	 	•	 	If my Separation from Service occurs before the Distribution Date elected in the table
above, then my election of a Specified Time Distribution under Section B is ignored and my
entire Deferral Account balance will be paid in accordance with the election I made on my
Distribution Election Form. My “Distribution Election Form” means my Initial Election
Form or Change in Election Form, as applicable, on which I have elected the form and
timing of distributions that are to be made after my Separation from Service.






	 	•	 	If I elected in the table above a distribution of less than 100% of my
Performance-Based Compensation deferred under Section A for the Plan Year listed above,
then any remainder will be paid in accordance with my election on the Distribution
Election Form.





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ANY CHANGE TO THE TIME OF A SPECIFIED TIME DISTRIBUTION ELECTION AFTER JUNE 30 OF THE PLAN YEAR
LISTED ABOVE IS SUBJECT TO THE RESTRICTIONS DESCRIBED IN THE
AGREEMENT (SEE SECTION 4.8 OF THE AGREEMENT AND THE “CHANGE IN ELECTION” FORM FOR THE CURRENT
RESTRICTIONS.)




I agree to the elections set forth above.





	 	 	 	 	 	 	 
	Printed Name:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 
	Signature:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Received by the Plan Administrator this _____ day of ____________________, 20___






	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 







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