<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>
