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<SEC-DOCUMENT>0000950124-04-003481.txt : 20040729
<SEC-HEADER>0000950124-04-003481.hdr.sgml : 20040729
<ACCEPTANCE-DATETIME>20040729164434
ACCESSION NUMBER:		0000950124-04-003481
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20040729
EFFECTIVENESS DATE:		20040729

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MERCANTILE BANK CORP
		CENTRAL INDEX KEY:			0001042729
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				383360865
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-117763
		FILM NUMBER:		04939554

	BUSINESS ADDRESS:	
		STREET 1:		5650 BYRON CENTER AVENUE S. W.
		CITY:			WYOMING
		STATE:			MI
		ZIP:			49509
		BUSINESS PHONE:		616 406-3777

	MAIL ADDRESS:	
		STREET 1:		5650 BYRON CENTER AVENUE S. W.
		CITY:			WYOMING
		STATE:			MI
		ZIP:			49509
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>k87049sv8.txt
<DESCRIPTION>REGISTRATION STATEMENT ON FORM S-8
<TEXT>
<PAGE>

     As filed with the Securities and Exchange Commission on July 29, 2004

                                                   Registration No. 333--_______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             -----------------------

                           MERCANTILE BANK CORPORATION

             (Exact name of registrant as specified in its charter)

            MICHIGAN                                     38-3360865
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
of incorporation or organization)

              5650 Byron Center Avenue SW, Wyoming, Michigan, 49509
               (Address of Principal Executive Offices) (Zip Code)

                  MERCANTILE BANK OF WEST MICHIGAN 401(k) PLAN
                            (Full title of the plan)

                        GERALD R. JOHNSON, JR., CHAIRMAN
                           Mercantile Bank Corporation
                           5650 Byron Center Avenue SW
                             Wyoming, Michigan 49509
                     (Name and Address of Agent for service)
          Telephone number, including area code, of agent for service:
                                 (616) 406-3000

                          COPIES OF COMMUNICATIONS TO:
                               JEROME M. SCHWARTZ
                              Dickinson Wright PLLC
                         500 Woodward Avenue, Suite 4000
                             Detroit, Michigan 48226

                  Approximate date of proposed public offering:
 As soon as practicable after the effective date of this Registration Statement

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                  Proposed Maximum             Proposed
Title of Securities       Amount to be           Offering Price Per       Maximum Aggregate        Amount of
 to be Registered*         Registered                 Share**              Offering Price**     Registration Fee
- -------------------      -------------           ------------------       -----------------     ----------------

<S>                      <C>                     <C>                      <C>                   <C>

   Common Stock          100,000 Shares               $  34.00              $ 3,400,000             $ 431
</TABLE>

*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

**Based upon the last sale price reported on the Nasdaq National Market on July
27, 2004.

<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.             PLAN INFORMATION.

      Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.

ITEM 2.             REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Not filed as part of this Registration Statement pursuant to Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.             INCORPORATION OF DOCUMENTS BY REFERENCE.

      Mercantile Bank Corporation ("Mercantile") and the Mercantile Bank of West
Michigan 401(k) Plan (the "Plan") hereby incorporate by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

      1.    Mercantile's Annual Report on Form 10-K for the year ended December
31, 2003.

      2.    The Plan's Annual Report on Form 11-K for the year ended December
31, 2003.

      3.    Mercantile's Quarterly Report on Form 10-Q for the period ending
March 31, 2004.

      4.    The description of Mercantile's common stock in Item 1 of
Mercantile's Form 8-A registration statement dated July 9, 1999, filed with the
Commission under the Exchange Act on July 15, 1999, including any amendment or
report filed for the purpose of updating such description.

      All documents subsequently filed with the Commission by the Company or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated herein by reference and to be a part
hereof from the dates of filing of such documents.

                                       1

<PAGE>

      Any statements contained in this Registration Statement or in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes such earlier statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.             DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.             INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Indemnification

      Sections 561-571 of the Michigan Business Corporation Act, as amended,
grants Mercantile broad powers to indemnify any person in connection with legal
proceedings brought against that person by reason of their present or past
status as an officer or director of Mercantile, provided that the person acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to Mercantile's best interests, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The Michigan Business Corporation Act also gives Mercantile broad
powers to indemnify defined persons against expenses and reasonable settlement
payments in connection with any action by or in the right of Mercantile,
provided the person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to Mercantile's best interests, except that no
indemnification may be made if that person is adjudged to be liable to
Mercantile unless and only to the extent the court in which that action was
brought determines upon application that, despite the adjudication, but in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for reasonable expenses as the court deems proper. In
addition, to the extent that any specified person is successful in the defense
of any defined legal proceeding, Mercantile is required by the Michigan Business
Corporation Act to indemnify him or her against expenses, including attorneys'
fees, that are actually and reasonably incurred in connection with the
proceeding.

      Mercantile's Articles of Incorporation provide that it shall indemnify its
present and past directors, officers, and such other persons as the Board of
Directors may authorize to the full extent permitted by law.

                                       2

<PAGE>

      Mercantile's Bylaws contain indemnification provisions concerning third
party actions as well as actions in the right of Mercantile. The Bylaws provide
that Mercantile shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of Mercantile) by reason of the fact
that he or she is or was a director or officer of Mercantile or while serving as
such a director or officer, is or was serving at the request of Mercantile as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses (including attorney's fees),
judgments, penalties, fees and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of Mercantile or its
shareholders and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

      Federal Deposit Insurance Corporation regulations impose limitations on
indemnification payments which could restrict, in certain circumstances,
payments by Mercantile or its subsidiary, Mercantile Bank of West Michigan, to
their respective directors or officers otherwise permitted under the Michigan
Business Corporation Act or the Michigan Banking Code.

      With respect to derivative actions, the Bylaws provide that Mercanitle
shall indemnify any person who was or is a party to or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of Mercantile to procure a judgment in its favor by reason of the fact
that he or she is or was a director or officer of Mercantile, or while serving
as such a director or officer, is or was serving at the request of Mercantile as
a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses (including attorney's fees) and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with the action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of Mercantile or its shareholders. No indemnification is provided in
the Bylaws in respect of any claim, issue or matter in which such person has
been found liable to Mercantile except to the extent that a court of competent
jurisdiction determines upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Mercantile pursuant to the provisions discussed above or otherwise, Mercantile
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

                                       3

<PAGE>

      Under an insurance policy maintained by Mercantile, its directors and
officers are insured within the limits and subject to the limitations of the
policy, against specified expenses in connection with the defense of specified
claims, actions, suits or proceedings, and specified liabilities which might be
imposed as a result of claims, actions, suits or proceedings, which may be
brought against them by reason of being or having been directors and officers of
Mercantile.

Limitation of Director Liability

      Section 209(1)(c) of the Michigan Business Corporation Act permits
corporations to limit the personal liability of their directors in certain
circumstances. However, under the Michigan Business Corporation Act, a
corporation may not eliminate or limit a director's liability to the corporation
or its shareholders for money damages for any action taken or any failure to
take any action as a director for any of the following: (1) the amount of a
financial benefit received by a director to which he or she is not entitled; (2)
intentional infliction of harm on the corporation or its shareholders; (3) a
violation of Section 551 of the Michigan Business Corporation Act; and (4) an
intentional criminal act.

      Mercantile's Articles of Incorporation provide that its directors shall
not be personally liable to it or its shareholders for monetary damages for
breach of fiduciary duty, except for liability (1) for any breach of the
director's duty of loyalty to Mercantile or its shareholders; (2) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (3) for a violation of Section 551(1) of the Michigan Business
Corporation Act; or (4) for any transaction from which the director derived any
improper personal benefit. Under the Michigan Business Corporation Act, if prior
to October 24, 1997 the articles of incorporation of a corporation contained a
provision which, subject to exceptions, eliminated liability of a director as
Mercantile's does, that provision is considered to eliminate liability of a
director to the extent permitted in Section 209(1)(c) of the Michigan Business
Corporation Act.

      Pursuant to our Articles of Incorporation, if the Michigan Business
Corporation Act is amended after the date of the Articles of Incorporation to
authorize corporate action eliminating or limiting the personal liability of
directors, then the liability of a director of Mercantile shall be eliminated or
limited to the fullest extent permitted by the Michigan Business Corporation
Act, as so amended.

ITEM  7.            EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable

                                       4

<PAGE>

ITEM 8.             EXHIBITS.

      The following exhibits are filed with this Registration Statement:

<TABLE>
<CAPTION>
Exhibit
Number                                    Exhibit
- -------                                   -------
<S>                           <C>
  4                           Article III of the Articles of
                              Incorporation of the Company, as amended
                              effective July 7, 2004

  5                           Copy of the Internal Revenue Service
                              determination letter that the Plan is
                              qualified under section 401 of the
                              Internal Revenue Code

  23                          Consent of Crowe Chizek and Company LLC

  24                          Power of Attorney is included on the
                              signature pages of the Registration
                              Statement
</TABLE>

ITEM 9.             UNDERTAKINGS

      The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
Prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the Prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement, provided that any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b), if in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

                                       5

<PAGE>

      (2) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 of whether or not such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       6

<PAGE>

                                   SIGNATURES

      The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wyoming and the State of Michigan on July 22,
2004.

                           MERCANTILE BANK CORPORATION

                           By  /s/  Gerald R. Johnson, Jr.
                               ----------------------------------------
                               Gerald R. Johnson, Jr., Chairman of the Board
                               and Chief Executive Officer

      Each person whose signature appears below constitutes and appoints Gerald
R. Johnson, Jr. and Michael H. Price, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, for him or her, and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 22, 2004.

/s/   Betty S. Burton                     /s/   Susan K. Jones
- ---------------------                     --------------------
Betty S. Burton, Director                 Susan K. Jones, Director

/s/   David M. Cassard                    /s/   Lawrence W. Larsen
- -----------------------                    ------------------------
David M. Cassard, Director                Lawrence W. Larsen, Director

/s/   Edward J. Clark                     /s/   Calvin D. Murdock
- -----------------------                   -----------------------
Edward J. Clark, Director                 Calvin D. Murdock, Director

/s/   Peter A. Cordes                     /s/   Michael H. Price
- ---------------------                     ----------------------
Peter A. Cordes, Director                 Michael H. Price, President and Chief
                                          Operating Officer, and Director

/s/   C. John Gill                        /s/   Merle J. Prins
- ------------------                        --------------------

                                       7

<PAGE>

C. John Gill, Director                    Merle J. Prins, Director
/s/   Doyle A. Hayes                      /s/   Dale J. Visser
- --------------------                      --------------------
Doyle A. Hayes, Director                  Dale J. Visser, Director

/s/   David M. Hecht                      /s/   Donald Williams, Sr.
- --------------------                      --------------------------
David M. Hecht, Director                  Donald Williams, Sr., Director

/s/   Gerald R. Johnson, Jr.              /s/   Charles E. Christmas
- ----------------------------              --------------------------
Gerald R. Johnson, Jr., Chairman of the   Charles E. Christmas, Senior Vice
Board and Chief Executive Officer         President, Chief Financial Officer
(principal executive officer)             and Treasurer (principal financial
                                          and accounting officer)

                                    SIGNATURE

      The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustee (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Wyoming, State of
Michigan on this 22nd day of July, 2004.

                                       MERCANTILE BANK OF
                                       WEST MICHIGAN 401(k) PLAN

                                       By  /s/  Gerald R. Johnson, Jr.
                                          -------------------------------------
                                          Gerald R. Johnson, Jr., Trustee

                                       8

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                           Exhibit
- ------                           -------
<S>              <C>

  4              Article III of the Articles of
                 Incorporation of the Company, as amended
                 effective July 7, 2004

  5              Copy of the Internal Revenue Service
                 determination letter that the Plan is
                 qualified under Section 401 of the
                 Internal Revenue Code

  23             Consent of Crowe Chizek and Company LLC

  24             Power of Attorney is included on the
                 signature pages of the Registration
                 Statement
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>k87049exv4.txt
<DESCRIPTION>ARTICLE III OF THE ARTICLES OF INCORPORATION
<TEXT>
<PAGE>
                                                                       EXHIBIT 4

                 MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
                          BUREAU OF COMMERCIAL SERVICES

Date Received                  (FOR BUREAU USE ONLY)

                     This document is effective on the date
                     filed, unless a subsequent effective
                     date within 90 days after received date
                     is stated in the document.
                                                                FILED
Name                                                         JUL 07 2004
                                                   BUREAU OF COMMERCIAL SERVICES
Jerome M. Schwartz

Address

Dickinson Wright PLLC, 500 Woodward
Avenue, Suite 4000

City             State          Zip Code
Detroit        Michigan          48226             EFFECTIVE DATE:

      Document will be returned to the name
      and address you enter above.
       If left blank document will be mailed to
       the registered office.

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

      Pursuant to the provisions of Act 284, Public Acts of 1972, (profit
      corporations), the undersigned corporation executes the following
      Certificate:

1.    The present name of the corporation is: Mercantile Bank Corporation

2.    The identification number assigned by the Bureau is: 478801

3.    Article III of the Articles of Incorporation is hereby amended to read as
      follows:

        Please see Exhibit A attached hereto which sets forth Article III of the
        Articles of Incorporation, as amended.

4.    The foregoing amendment to the Articles of Incorporation was duly adopted
      on the 22nd day of April, 2004 by the shareholders at a meeting where the
      necessary votes were cast in favor of the amendment.

Signed this 12th day of May, 2004

MERCANTILE BANK CORPORATION

By:   /s/  GERALD R. JOHNSON, JR.
      ---------------------------
Name: Gerald R. Johnson, Jr.

Title:Chairman and Chief Executive Officer


Name of organization remitting fees:   Preparer's name and business telephone
                                       number:

Mercantile Bank Corporation            Jerome M. Schwartz
                                       Dickinson Wright PLLC
                                       (313) 223-3500

                                       1
<PAGE>

                                    EXHIBIT A

                                   ARTICLE III
                                  Capital Stock

      The total number of shares of all classes of stock which the corporation
shall have authority to issue is 21,000,000 shares which shall be divided into
two classes as follows:

      (1) 1,000,000 shares of Preferred Stock (Preferred Stock); and

      (2) 20,000,000 shares of Common Stock (Common Stock).

The designations and the powers, preferences and relative, participating
optional or other special rights, and the qualifications limitations or
restrictions of the above classes of stock shall be as follows:

A. PREFERRED STOCK

      1. Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration or considerations as the Board of
Directors may determine.

      2. The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one or
more series, with such voting powers, full or limited, but not to exceed one
vote per share, or without voting powers and with such designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restriction thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors, and as are not stated and expressed in these
Articles of Incorporation, or any amendment thereto, including (but without
limiting the generality of the foregoing) the following:

            (a) The designation of such series and number of shares comprising
      such series, which number may (except where otherwise provided by the
      Board of Directors in creating such series) be increased or decreased (but
      not below the number of shares then outstanding) from time to time by
      action of the Board of Directors.

            (b) The dividend rate or rates on the shares of such series and the
      preference or relation which such dividends shall bear to the dividends
      payable on any other class of capital stock or on any other series of
      Preferred Stock, the terms and conditions upon which and the periods in
      respect of which dividends shall be payable, whether and upon what
      condition such dividends shall be cumulative and, if cumulative, the date
      or dates from which dividends shall accumulate.

            (c) Whether the shares of such series shall be redeemable, and, if
      redeemable, whether redeemable for cash, property or rights, including
      securities of any other corporations, at the option of either the holder
      or the corporation or upon the happening of a specified event, the
      limitations and restrictions with respect to such redemption, the time or
      times when, the price or

                                        2

<PAGE>

      prices or rate or rates at which, the adjustments with which and the
      manner in which such shares shall be redeemable, including the manner of
      selecting shares of such series for redemption if less than all shares are
      to be redeemed.

            (d) The rights to which the holders of shares of such series shall
      be entitled, and the preferences, if any, over any other series (or of any
      other series over such series), upon the voluntary or involuntary
      liquidation, dissolution, distribution or winding up of the corporation,
      which rights may vary depending on whether such liquidation, dissolution,
      distribution or winding up is voluntary or involuntary, and, if voluntary,
      may vary at different dates.

            (e) Whether the shares of such series shall be subject to the
      operation of a purchase, retirement or sinking fund, and, if so, whether
      and upon what conditions such purchase, retirement or sinking fund shall
      be cumulative or noncumulative, the extent to which and the manner in
      which such fund shall be applied to the purchase or redemption of the
      shares of such series for retirement or to other corporate purposes and
      the terms and provisions relative to the operation thereof.

            (f) Whether the shares of such series shall be convertible into, or
      exchangeable for, at the option of either the holder or the corporation or
      upon the happening of a specified event, shares of any other class or of
      any other series of any class of capital stock of the corporation, and, if
      so convertible or exchangeable, the times, prices, rates, adjustments, and
      other terms and conditions of such conversion or exchange.

            (g) The voting powers, full and/or limited, if any, of the shares of
      such series, and whether and under what conditions the shares of such
      series (alone or together with the shares of one or more other series
      having similar provisions) shall be entitled to vote separately as a
      single class, for the election of one or more directors, or additional
      directors of the corporation in case of dividend arrearages or other
      specified events, or upon other matters.

            (h) Whether the issuance of any additional shares of such series, or
      of any shares of any other series, shall be subject to restrictions as to
      issuance, or as to the powers, preferences or rights of any such other
      series.

            (i) Any other preferences, privileges and powers and relative,
      participating, option or other special rights, and qualifications,
      limitations or restrictions of such series, as the Board of Directors may
      deem advisable and as shall not be inconsistent with the provisions of
      these Articles of Incorporation.

      3. Unless and except to the extent otherwise required by law or provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock pursuant to this Section A, the holders of the Preferred
Stock shall have no voting power with respect to any matter whatsoever. In no
event shall the Preferred Stock be entitled to more than one vote in respect of
each share of stock.

                                        3

<PAGE>

      4. Shares of Preferred Stock redeemed, converted, exchanged, purchased,
retired or surrendered to the corporation, or which have been issued and
reacquired in any manner, may, upon compliance with any applicable provisions of
the Business Corporation Act of the State of Michigan, be given the status of
authorized and unissued shares of Preferred Stock and may be reissued by the
Board of Directors as part of the series of which they were originally a part or
may be reclassified into and reissued as part of a new series or as a part of
any other series, all subject to the protective conditions or restrictions of
any outstanding series of Preferred Stock.

B. COMMON STOCK

      1. Except as otherwise required by law or by any amendment to these
Articles of Incorporation, each holder of Common Stock shall have one vote for
each share of stock held by him of record on the books of the corporation on all
matters voted upon by the shareholders.

      2. Subject to the preferential dividend rights, if any, applicable to
shares of Preferred Stock and subject to applicable requirements, if any, with
respect to the setting aside of sums for purchase, retirement or sinking funds
for Preferred Stock, the holders of Common Stock shall be entitled to receive,
to the extent permitted by law, such dividends as may be declared from time to
time by the Board of Directors.

      3. In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding up of the corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of Preferred Stock, holders of Common Stock shall be entitled to receive
all of the remaining assets of the corporation of whatever kind available for
distribution to shareholders ratably in proportion to the number of shares of
Common Stock held by them respectively. The Board of Directors may distribute in
kind to the holders of Common Stock such remaining assets of the corporation or
may sell, transfer or otherwise dispose of all or any part of such remaining
assets to any other corporation, trust or entity, or any combination thereof,
and may sell all or any part of the consideration so received and distribute any
balance thereof in kind to holders of Common Stock. The merger or consolidation
of the corporation into or with any other corporation, or the merger of any
other corporation into it, or any purchase or redemption of shares of stock of
the corporation of any class, shall not be deemed to be a dissolution,
liquidation of winding up of the corporation for the purposes of this paragraph.

      4. Such numbers of shares of Common Stock as may from time to time be
required for such purpose shall be reserved for issuance (i) upon conversion of
any shares of Preferred Stock or any obligation of the corporation convertible
into shares of Common Stock which is at the time outstanding or issuable upon
exercise of any options or warrants at the time outstanding and (ii) upon
exercise of any options, warrants or rights at the time outstanding to purchase
shares of Common Stock.

                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>k87049exv5.txt
<DESCRIPTION>COPY OF THE INTERNAL REVENUE SERVICE DETERMINATION LETTER
<TEXT>
<PAGE>

                                                                       EXHIBIT 5

INTERNAL REVENUE SERVICE                    DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

                                            Employer Identification Number:
Date:  JUN 01 2001                          38-3360868
                                            DLN:
MERCANTILE BANK OF WEST MICHIGAN            17007064002001
C/O CYNTHIA A MOORE                         Person to Contact:
38525 WOODWARD AVE STE 2000                 MAHMOUD JAAFAR    ID# 31073
BLOOMFIELD HILLS, MI 48304,-0000            Contact Telephone Number:
                                            (877) 829-5500
                                            Plan Name:
                                            MERCANTILE BANK OF
                                            WEST MICHIGAN 401K PLAN
                                            Plan Number:001

Dear Applicant:

      We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

      Continued qualification of the plan under its present form will depend on
its effect in operation (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

      The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.

      This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

      This determination is subject to your adoption of the proposed amendments
submitted in your letter dated April 25, 2001. The proposed amendments should be
adopted on or before the date prescribed by the regulations under Code section
401(b).

      This determination letter is applicable for the amendments executed on
June 28, 2000.

      This determination letter is applicable for the plan adopted on December
29, 1997.

                                        1

<PAGE>

      This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

      This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.

MERCANTILE BANK OF WEST MICHIGAN

      This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.

      This letter considers the changes in qualification requirements made by
the Uruguay Round Agreements Act, Pub. L. 103-465, the Small Business Job
Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and
Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of
1997, Pub. L. 105-34 and the Internal Revenue Service Restructuring and Reform
Act of- 1998, Pub. L. 105-206.

      The information on the enclosed Publication 794 is an integral part of
this determination. Please be sure to read and keep it with this letter.

      The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

      We have sent a copy of this letter to your representative as indicated in
the power of attorney.

      If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                             Sincerely yours,

                                            /s/  Paul T. Shultz

                                            Paul T. Shultz
                                            Director,
                                            Employee Plans Rulings & Agreements

Enclosures:
Publication 794

                                        2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>k87049exv23.txt
<DESCRIPTION>CONSENT OF CROWE CHIZEK AND COMPANY LLC
<TEXT>
<PAGE>

                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our Report of Independent Auditors dated January 22,
2004 which appears in Mercantile Bank Corporation's Annual Report on Form 10-K
for the year ended December 31, 2003, and of our Report of Independent
Registered Public Accounting Firm dated May 6, 2004, which appears in Mercantile
Bank of West Michigan's 401(k) Plan's Annual Report on Form 11-K for the year
ended December 31, 2003.

                                            /s/ Crowe Chizek and Company LLC

Grand Rapids, Michigan
July 26, 2004

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
