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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-04-005230.txt : 20041102
<SEC-HEADER>0000950124-04-005230.hdr.sgml : 20041102
<ACCEPTANCE-DATETIME>20041102140902
ACCESSION NUMBER:		0000950124-04-005230
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041028
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041102
DATE AS OF CHANGE:		20041102

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-26719
		FILM NUMBER:		041112701

	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>8-K
<SEQUENCE>1
<FILENAME>k89265e8vk.txt
<DESCRIPTION>CURRENT REPORT, DATED OCTOBER 28, 2004
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 28, 2004

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

                           MERCANTILE BANK CORPORATION
             (Exact name of registrant as specified in its charter)



           MICHIGAN                    000-26719              38-3360865
(State or other jurisdiction        (Commission File         (IRS Employer
      of incorporation)                  Number)         Identification Number)



     5650 BYRON CENTER AVENUE SW, WYOMING, MICHIGAN                49509
         (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code             616-406-3777



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)


/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))


/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




<PAGE>

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On October 28, 2004, the Board of Directors of Mercantile Bank
Corporation ("Mercantile") granted an incentive stock option to each of its four
executive officers under its 2004 Employee Stock Option Plan. At the same time,
options were granted under the Plan to many of Mercantile's other employees. The
Plan was approved by Mercantile's shareholders at their 2004 annual meeting. On
March 10, 2004, Mercantile filed a copy of the Plan with the Securities and
Exchange Commission as Annex B to its proxy statement for the 2004 annual
meeting.

         The options granted to Mercantile's four executive officers on October
28, 2004 are as follows:

<TABLE>
<CAPTION>
                                                                       NUMBER OF
                                                                       SHARES FOR           DATE OPTION FOR
                                                                       WHICH THE            THE SHARES
                                                                       OPTION WAS           BECOMES
NAME AND TITLE                                                         GRANTED              EXERCISABLE
- --------------                                                         -------              -----------
<S>                                                                   <C>                  <C>
Gerald R. Johnson, Jr.                                                 2,000                October 28, 2005
Chairman of the Board and President                                    1,250                January 1, 2006

Michael H. Price                                                       2,500                October 28, 2005
President and Chief Operating Officer                                    750                January 1, 2006

Robert B Kaminski                                                      2,500                October 28, 2005
Executive Vice President and Secretary                                   250                January 1, 2006

Charles E. Christmas                                                   2,500                October 28, 2005
Senior Vice President, Chief Financial
Officer and Treasurer
</TABLE>

         Each of these options has an exercise price of $38.98 per share, and
expires on October 27, 2014, subject to earlier termination pursuant to the
terms of the Plan. Each of the executive officers of Mercantile named above also
serves as an executive officer of one or more of Mercantile's subsidiaries,
including Mercantile Bank of West Michigan.

         Mercantile is filing as an exhibit to this Form 8-K the form of the
stock option agreement used for granting options under the Plan.




                                       2
<PAGE>

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

Exhibit Number                     Description

      10.1                         Form of stock option agreement for options
                                   granted under the 2004 Employee Stock Option
                                   Plan




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            MERCANTILE BANK CORPORATION


                                            By:  /s/ Charles E. Christmas
                                                --------------------------------
                                                Charles E. Christmas
                                                Senior Vice President, Chief
                                                Financial Officer and Treasurer


Date:  November 1, 2004







                                       3
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number                     Description

      10.1                         Form of stock option agreement for options
                                   granted under the 2004 Employee Stock Option
                                   Plan

















                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k89265exv10w1.txt
<DESCRIPTION>FORM OF STOCK OPTION AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1


                             STOCK OPTION AGREEMENT
                       FOR AN INCENTIVE STOCK OPTION UNDER
                         THE MERCANTILE BANK CORPORATION
                         2004 EMPLOYEE STOCK OPTION PLAN



         This STOCK OPTION AGREEMENT is executed and delivered in duplicate, as
of the ____ day of __________, ______ (the "Option Date"), by and between
Mercantile Bank Corporation, a Michigan corporation (the "Company"), and
_________________, an employee of the Company or a Subsidiary (the "Optionee").

         NOW, THEREFORE, in consideration of the mutual covenants of the parties
hereinafter set forth, the parties have agreed and do hereby agree, as follows:

         1. The Company, pursuant to the 2004 Employee Stock Option Plan of the
Company (the "Plan"), which is incorporated into this Agreement by reference,
and subject to the terms and conditions of the Plan, grants to the Optionee an
Incentive Stock Option (the "Option") to purchase ________ shares (the "Optioned
Shares") of Common Stock of the Company at an option price of $_______ per share
(which price represents the fair market value of such Common Stock of the
Company on the Option Date), which Option may be exercised at any time on or
after ____________, 20__ [with respect to _________ shares, and at any time on
or after _________ ___, 20__ with respect to the remaining _________ shares, in
each case] through the date that the Option terminates as set forth in Section 2
below.

         2. The option granted hereby shall terminate, subject to the provisions
of the Plan, no later than at the close of business on _________, 20___.

         3. The option granted by this Agreement shall during the lifetime of
the Optionee be exercisable only by the Optionee in accordance with the terms of
the Plan and shall not be assignable or transferable except by Will or by the
laws of descent and distribution; provided, however, that the option granted by
this Agreement may after the death of the Optionee be exercised pursuant to the
terms of the Plan by a Beneficiary or Beneficiaries of the Optionee as
designated by such Optionee in accordance with Section 6.7(b) of the Plan.

         4. The Optionee agrees to comply with and be bound by all the terms and
conditions contained in the Plan.





<PAGE>

         5. Any notice by the Optionee to the Company under this Agreement shall
be in writing and shall be deemed duly given only upon receipt of the notice by
the Company at its principal executive offices. Any notice by the Company to the
Optionee shall be in writing and shall be deemed duly given if mailed to the
Optionee at the address specified below by the Optionee, or to such other
address as the Optionee may later designate by notice given to the Company.

         6. The Optionee, from time to time during the period when the Option
may by its terms be exercised, may exercise the Option in whole, or in part in
minimum installments of 500 shares, by delivering to the Company: (i) a written
notice signed by the Optionee stating the number of shares that the Optionee has
elected to purchase at that time from the Company, and (ii) cash, a check, bank
draft or money order payable to the Company in an amount equal to the purchase
price of the shares then to be purchased, or (iii) through the delivery of
shares of Common Stock of the Company owned by the Optionee for more than six
months with a value equal to the option price, provided, however, that shares of
Common Stock acquired by the Optionee through the exercise of an incentive stock
option may not be used for payment prior to the expiration of holding periods
prescribed by the Internal Revenue Code, or (iv) by a combination of (ii) and
(iii) above. The value of the shares of the Common Stock delivered shall be the
Fair Market Value of the Common Stock as defined in Section 2.1(e) of the Plan.
The Board of Directors of the Company, acting pursuant to the Plan, if it shall
deem it necessary or desirable for any reason connected with any law or
regulation of any governmental authority relating to the regulation of
securities, may require the Optionee to execute and file with it such evidence
as it may deem necessary that the Optionee is acquiring such shares for
investment and not with a view to their distribution.

         7. A dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, at the
discretion of the Board of Directors of the Company, shall cause this Option to
terminate, provided that this Option shall be fully vested and exercisable
immediately prior to such dissolution or liquidation, or such merger or
consolidation, and the Optionee has the right to exercise this Option prior to
such dissolution or liquidation, or such merger or consolidation. This Option
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

         8. The validity and construction of this Agreement shall be governed by
the laws of the State of Michigan.









                                       2
<PAGE>

         The Company has caused this Agreement to be executed by its duly
authorized officer, and the Optionee has executed this Agreement, as of the
Option Date.


                                               MERCANTILE BANK CORPORATION


                                               By:
                                                   -----------------------------

                                                     Its:
                                                         -----------------------


                                               OPTIONEE


                                               ---------------------------------
                                                          (Signature)

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

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

                                               ---------------------------------
                                                        (Print address)



                                       3
<PAGE>

                           MERCANTILE BANK CORPORATION

                                STOCK OPTION PLAN
                           DESIGNATION OF BENEFICIARY


       Check One,                   I do not wish to designate a Beneficiary at
       Complete as    -----         this time; it is my desire that any right to
       Applicable,                  exercise this option after my death pass by
       and Sign                     my Will or if applicable, the laws of
                                    descent and distribution.

                      -----         In the event of my death it is my desire
                                    that any right to exercise this option pass
                                    to the following designated Beneficiar(ies):

                                    Name          Relationship         Address


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

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


                                    (If more than one Beneficiary is named, the
                                    Beneficiaries shall share equally in the
                                    rights unless otherwise stated above).

                                    Unless otherwise expressly provided, if any
                                    Beneficiary above-designated predeceases me,
                                    any rights shall pass equally to the
                                    remaining designated Beneficiar(ies) if any,
                                    who survive me, but if no designated
                                    Beneficiary survives me, any rights shall
                                    pass to my estate.

                                    Optionee may change the Beneficiar(ies) by
                                    filing written notice with the Company.

                                    The designation of Beneficiary herein is
                                    subject to all the terms and conditions of
                                    the Plan and all applicable laws, rules and
                                    regulations. In addition, the Company may
                                    require an indemnity and/or other assurances
                                    from the Beneficiar(ies) prior to the
                                    exercise of any rights by such
                                    Beneficiar(ies) under this option.

                                    Date:
                                           -------------   ---------------------
                                                           Signature of Optionee



                                       4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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