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<SEC-DOCUMENT>0000950124-04-006262.txt : 20041215
<SEC-HEADER>0000950124-04-006262.hdr.sgml : 20041215
<ACCEPTANCE-DATETIME>20041215165916
ACCESSION NUMBER:		0000950124-04-006262
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20041210
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041215
DATE AS OF CHANGE:		20041215

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:		041205427

	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>k90454e8vk.txt
<DESCRIPTION>CURRENT REPORT, DATED DECEMBER 10, 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): DECEMBER 10, 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):

<TABLE>
<S><C>
[ ] 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))
</TABLE>


<PAGE>




ITEM 1.01 AND ITEM 2.03.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT

Introduction

         On September 16, 2004, Mercantile Bank Corporation ("Mercantile")
entered into several agreements providing for the private sale of Series A and
Series B Floating Rate Preferred Securities by its newly formed Delaware trust
subsidiary, Mercantile Bank Capital Trust I (the "Trust") to STI Investment
Management, Inc., a Delaware corporation (the "Purchaser"). The sale of the
Series A Preferred Securities to the Purchaser for $16,000,000 was completed on
September 16, 2004. The sale of the Series B Preferred Securities to the
Purchaser for $16,000,000 was completed on December 10, 2004. The agreements
also provide for the Trust to sell $495,000 of Series A and Series B Common
Securities to Mercantile. The sale of the $495,000 of Series A Common Securities
to Mercantile was completed on September 16, 2004; and the sale of the $495,000
of Series B Common Securities was completed on December 10, 2004. The proceeds
of the Series A Preferred Securities and the Series A Common Securities were
used by the Trust on September 16, 2004 to purchase $16,495,000 of Series A
Floating Rate Notes that were issued by Mercantile on September 16, 2004. The
proceeds of the Series B Preferred Securities and the Series B Common Securities
were used by the Trust on December 10, 2004 to purchase $16,495,000 of Series B
Floating Rate Notes that were issued by Mercantile on December 10, 2004.

         Mercantile used $16,000,000 of the proceeds of its Series A Floating
Rate Notes to finance the redemption on September 17, 2004 of the $16,000,000 of
9.60% Cumulative Preferred Securities issued in 1999 by its business trust
subsidiary, MBWM Capital Trust I (Nasdaq symbol "MBWMP"). Mercantile expects to
use the $16,000,000 proceeds of its Series B Floating Rate Notes to increase its
capital and for general corporate purposes.

         The principal agreements that Mercantile has entered into in connection
with this transaction were described in Mercantile's current report on Form 8-K
dated September 21, 2004, that was filed with the Securities and Exchange
Commission to report Mercantile's entry into the agreements and issuance of the
Series A Floating Rate Preferred and Common Securities and the Series A Floating
Rate Notes (the "Series A Form 8-K"). Those descriptions, amended and
supplemented to reflect issuance of the Series B securities on December 10,
2004, are set forth below.

Junior Subordinated Indenture

         On September 16, 2004, Mercantile entered into a Junior Subordinated
Indenture (the "Indenture") with Wilmington Trust Company as trustee. The
Indenture provides for the issuance by Mercantile of Series A and Series B
Floating Rate Junior Subordinated


                                        2


<PAGE>




Notes due 2034 (the "Floating Rate Notes") aggregating $32,990,000 in principal
amount. Each of the two Series of the Floating Rate Notes is in the principal
amount of $16,495,000. The Floating Rate Notes bear interest at the three-month
LIBOR rate plus 2.18%. Interest is payable on each January 18, April 18, July 18
and October 18. The interest rate for each series of the Floating Rate Notes
adjusts every three months. The initial rate for the Series A Floating Rate
Notes was 4.06% per annum. The initial rate for the Series B Floating Rate Notes
is 4.64% per annum.

         Under the Indenture, Mercantile has the option, as long as it is not in
default under certain specified provisions of the Indenture, at any time and
from time to time, to defer the payment of interest on the Floating Rate Notes
for up to twenty consecutive quarterly interest payment periods. During any such
extension period, or while an event of default exists under the Indenture, the
Indenture imposes restrictions on Mercantile's ability to declare or pay
dividends or distributions on, or to redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock, or to make
payments of principal, interest or premium on, or repay, repurchase or redeem,
any debt securities it may issue that rank equal or junior to the Floating Rate
Notes.

         The Floating Rate Notes, for each series, mature 30 years after their
date of issuance, and can be redeemed in whole or in part by Mercantile, at its
option, at 100% of their principal amount and accrued and unpaid interest, at
any time after the fifth anniversary of the first interest payment date.
Mercantile may also redeem the Floating Rate Notes in full, at its option, at
100% of their principal amount and accrued and unpaid interest during the
continuance of certain "capital disqualification events," "investment company
events" or "tax events" specified in the Indenture. The payment of principal and
interest on the Floating Rate Notes is subordinate and subject to the right of
payment of all Senior Debt of Mercantile as provided for in the Indenture. The
Floating Rate Notes are issuable in registered form in minimum denominations of
$100,000 and in integral multiples of $1,000.

         The holders of 25% or more of the outstanding principal amount of a
series of the Floating Rate Notes, or the trustee for such holders, may by
notice to Mercantile (and in some cases also to the trustee) declare the
principal amount of all of the Floating Rate Notes of that series due and
payable immediately upon the occurrence of certain events of default specified
in the Indenture. These events of default include (i) failure to pay any
interest when due following the nonpayment of any such interest for twenty or
more consecutive quarterly interest payment periods, and (ii) certain acts of
Mercantile or the entry of a specified court order regarding Mercantile,
relating to bankruptcy, insolvency, reorganization, appointment of a receiver or
liquidator, or similar matters. In some cases the holders of at least 25% of the
liquidation amount of the Preferred Securities of the Trust that holds the
series of Floating Rate Notes may have rights to accelerate the maturity of the
corresponding series of Floating Rate Notes, if upon the occurrence of a
specified event of default, the holders of the Floating Rate Notes do not take
action to do so.



                                        3


<PAGE>




         The Indenture provides for the payment of reasonable compensation of
the trustee under the Indenture and of its expenses. It also provides for
Mercantile's indemnification of the trustee and its affiliates, and their
officers, directors, shareholders, agents, representatives and employees against
loss, damage, and other liabilities relating to the trust or performance of its
duties.

         On September 16, 2004, Mercantile issued $16,495,000 of the Series A
Floating Rate Notes, and on December 10, 2004 Mercantile issued $16,495,000 of
the Series B Floating Rate Notes. In each case, the Floating Rate Notes were
issued to Wilmington Trust Company, as Property Trustee under the Amended and
Restated Trust Agreement dated September 16, 2004 described below, and
Mercantile received payment of $16,495,000 for each series of Floating Rate
Notes.

Amended and Restated Trust Agreement

         On September 16, 2004, Mercantile entered into an Amended and Restated
Trust Agreement for the Trust among Mercantile, as Depositor, Wilmington Trust
Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, and
Gerald R. Johnson, Jr., Michael H. Price, and Charles E. Christmas, as
Administrative Trustees (the "Trust Agreement"). Each of the Administrative
Trustees is an executive officer of Mercantile.

         The Trust Agreement provides for the issuance of two classes of Trust
Securities. These two classes are Floating Rate Preferred Securities ('Preferred
Securities") and Floating Rate Common Securities ("Common Securities"). Each
class of Trust Securities includes two series, a Series A and a Series B. Each
series of Preferred Securities has an aggregate liquidation amount of
$16,000,000; and each series of Common Securities has an aggregate liquidation
amount of $495,000. The Trust Agreement provides for distributions to be paid on
the Series A and B Preferred Securities and the Series A and B Common
Securities, based on the liquidation amount of the outstanding Trust Securities,
at the same rates and times as interest is payable on the Floating Rate Notes
issued by Mercantile to the Property Trustee under the Trust. Each Trust
Security has a liquidation amount of $1,000. The Preferred Securities are issued
in minimum denominations of $100,000 of liquidation amount, and integral
multiples of $1,000. Maturity, redemption, and acceleration features for the
Trust Securities correspond with those of the Floating Rate Notes. Payment of
distributions on, and the redemption price and liquidation distributions on the
Common Securities is subordinated to the payment of such amounts on the
Preferred Securities.

         The Trust Agreement provides for the payment of reasonable compensation
of the trustees and payment of their expenses. It also provides for Mercantile's
indemnification of each trustee and its affiliates, and their officers,
directors, shareholders, agents, representatives and employees, against loss,
damage, and other liabilities relating to the Trust or performance of a
trustee's duties.





                                        4

<PAGE>




         On September 16, 2004, the Trust sold $495,000 of Series A Common
Securities to Mercantile and $16,000,000 of Series A Preferred Securities to the
Purchaser. The proceeds were used by the Trust to purchase $16,495,000 of Series
A Floating Rate Notes from Mercantile, which were registered in the name of the
Property Trustee on behalf of the Trust. The proceeds were used by the Trust to
purchase $16,495,000 of Series A Floating Rate Notes from Mercantile, which were
registered in the name of the Property Trustee on behalf of the Trust.

         On December 10, 2004, the Trust sold $495,000 of Series B Common
Securities to Mercantile and $16,000,000 of Series B Preferred Securities to the
Purchaser. The proceeds were used by the Trust to purchase $16,495,000 of Series
B Floating Rate Notes from Mercantile, which were registered in the name of the
Property Trustee on behalf of the Trust.

         The sales of the $16,000,000 of Series A Preferred Securities and the
$16,000,000 of Series B Preferred Securities authorized by the Trust Agreement
were made to the Purchaser pursuant to the terms of a Placement Agreement dated
September 16, 2004 described below.

Placement Agreement

         On September 16, 2004, Mercantile and the Trust entered into a
Placement Agreement (the "Placement Agreement") with SunTrust Capital Markets,
Inc. ("SunTrust"). The Placement Agreement provides SunTrust with the exclusive
right to arrange for the sale to the Purchaser of the Series A and the Series B
Preferred Securities for a purchase price of $16,000,000 for each series of
Preferred Securities and an aggregate purchase price of $32,000,000. The
Placement Agreement provides that no commission is paid by Mercantile to
SunTrust, and for the allocation of transaction expenses between Mercantile and
SunTrust. It also provides for indemnification of SunTrust, its affiliates and
the Purchaser against specified losses, claims, damages and liabilities related
to the transaction. Pursuant to the Placement Agreement, the $16,000,000 of
Series A Preferred Securities was sold to the Purchaser by the Trust on
September 16, 2004 and the $16,000,000 of Series B Preferred Securities was sold
to the Purchaser by the Trust on December 10, 2004. It also requires that the
proceeds of each series of Preferred Securities and the corresponding series of
Common Securities of the Trust be used to purchase the corresponding series of
Floating Rate Notes from Mercantile.

         The Placement Agreement provided for a form of Subscription Agreement
under which the Purchaser subscribes for the Preferred Securities. On September
16, 2004, and December 10, 2004, respectively, the Purchaser, Mercantile, the
Trust and SunTrust, entered into Subscription Agreements for the $16,000,000 of
Series A Preferred Securities and Series B Preferred Securities, that was sold
to the Purchaser by the Trust on such date. The Placement Agreement also
provides for the forms of opinions of counsel that are to be delivered in
connection with the closing of the Series A and Series B Preferred Securities,
and the form of a quarterly officer's certificate and



                                        5


<PAGE>




reports required to be delivered to SunTrust and the Purchaser. the Purchase
Agreement provides that Preferred Securities will be guaranteed by Mercantile,
on a subordinated basis, with respect to distributions and amounts payable upon
liquidation, redemption or repayment pursuant to the terms of a Guarantee
Agreement, which is described below.

Guarantee Agreement

         On September 16, 2004, Mercantile, as Guarantor, entered into a
Guarantee Agreement with Wilmington Trust Company, as Guarantor Trustee, for the
benefit of the holders from time to time of the Preferred Securities. Pursuant
to the Guarantee Agreement, Mercantile unconditionally agrees to pay to the
holders of the Preferred Securities (to the extent not paid by or on behalf of
the Trust, and without duplication), amounts due and payable under the Preferred
Securities, to the extent that the Trust has funds available for such payment at
the time. The Guarantee Agreement also provides for Mercantile's payment to the
Guarantee Trustee of reasonable compensation from time to time, and for
Mercantile to indemnify and hold harmless the Guarantee Trustee and its
officers, directors, shareholders, employees, representatives and agents from
losses, damage, and other liabilities in connection with its service as
Guarantee Trustee. Mercantile's obligations under the Guarantee Agreement are
subordinate and junior in right of payment to all of Mercantile's Senior Debt.

Press Release and Agreements

         On September 16, 2004, Mercantile issued a press release regarding the
issuance of the Series A Preferred Securities. A copy of the press release was
filed as Exhibit 99.1 to the Series A Form 8-K. On December 10, 2004, Mercantile
issued a press release regarding the issuance of the Series B Preferred
Securities. A copy of the press release is filed as Exhibit 99.1 to this report.
Copies of the Indenture, the Trust Agreement, the Placement Agreement, and the
Guarantee Agreement are attached to this report as Exhibits 10.1, 10.2, 10.3 and
10.4.

         The Preferred Securities, the Common Securities, the Floating Rate
Notes and the Guarantee Agreement have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.




                                        6






<PAGE>




ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

Exhibit Number                             Description

      4.1        Exhibits 10.1, 10.2, 10.3 and 10.4 of this report on Form 8-K
                 are incorporated here by reference

     10.1        Junior Subordinated Indenture between Mercantile and Wilmington
                 Trust Company dated September 16, 2004 providing for the
                 issuance of the Series A and Series B Floating Rate Junior
                 Subordinated Notes due 2034

     10.2        Amended and Restated Trust Agreement dated September 16, 2004
                 for Mercantile Bank Capital Trust I

     10.3        Placement Agreement between Mercantile, Mercantile Bank Capital
                 Trust I, and SunTrust Capital Markets, Inc. dated September 16,
                 2004

     10.4        Guarantee Agreement dated September 16, 2004 between Mercantile
                 as Guarantor and Wilmington Trust Company as Guarantee Trustee

     99.1        Press Release of Mercantile dated December 10, 2004 regarding
                 issuance of trust preferred securities








































                                        7


<PAGE>





                                   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: December 15, 2004





































                                        8


<PAGE>





                                  EXHIBIT INDEX


Exhibit Number                          Description


      4.1        Exhibits 10.1, 10.2, 10.3 and 10.4 of this report on Form 8-K
                 are incorporated here by reference

     10.1        Junior Subordinated Indenture between Mercantile and Wilmington
                 Trust Company dated September 16, 2004 providing for the
                 issuance of the Series A and Series B Floating Rate Junior
                 Subordinated Notes due 2034

     10.2        Amended and Restated Trust Agreement dated September 16, 2004
                 for Mercantile Bank Capital Trust I

     10.3        Placement Agreement between Mercantile, Mercantile Bank Capital
                 Trust I, and SunTrust Capital Markets, Inc. dated September 16,
                 2004

     10.4        Guarantee Agreement dated September 16, 2004 between Mercantile
                 as Guarantor and Wilmington Trust Company as Guarantee Trustee

     99.1        Press Release of Mercantile dated December 10, 2004 regarding
                 issuance of trust preferred securities















                                        9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k90454exv10w1.txt
<DESCRIPTION>JUNIOR SUBORDINATED INDENTURE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                                                            Final Conformed Copy

================================================================================

                         JUNIOR SUBORDINATED INDENTURE

                                     between

                           MERCANTILE BANK CORPORATION

                                       and

                            WILMINGTON TRUST COMPANY,
                                   as Trustee

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

                         Dated as of September 16, 2004

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

================================================================================

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
ARTICLE I Definitions and Other Provisions of General Application                                                       1

   SECTION 1.1. Definitions......................................................................................       1
   SECTION 1.2. Compliance Certificate and Opinions..............................................................      10
   SECTION 1.3. Forms of Documents Delivered to Trustee..........................................................      11
   SECTION 1.4. Acts of Holders..................................................................................      12
   SECTION 1.5. Notices, Etc. to Trustee and Company.............................................................      14
   SECTION 1.6. Notice to Holders; Waiver........................................................................      14
   SECTION 1.7. Effect of Headings and Table of Contents.........................................................      15
   SECTION 1.8. Successors and Assigns...........................................................................      15
   SECTION 1.9. Separability Clause..............................................................................      15
   SECTION 1.10. Benefits of Indenture...........................................................................      15
   SECTION 1.11. Governing Law...................................................................................      15
   SECTION 1.12. Submission to Jurisdiction......................................................................      15
   SECTION 1.13. Non-Business Days...............................................................................      16

ARTICLE II Security Forms                                                                                              16

   SECTION 2.1. Form of Security.................................................................................      16
   SECTION 2.2. Restricted Legend................................................................................      21
   SECTION 2.3. Form of Trustee's Certificate of Authentication..................................................      24
   SECTION 2.4. Temporary Securities.............................................................................      24
   SECTION 2.5. Definitive Securities............................................................................      25

ARTICLE III The Securities                                                                                             25

   SECTION 3.1. Payment of Principal and Interest................................................................      25
   SECTION 3.2. Denominations....................................................................................      27
   SECTION 3.3. Execution, Authentication, Delivery and Dating...................................................      27
   SECTION 3.4. Global Securities................................................................................      28
   SECTION 3.5. Registration, Transfer and Exchange Generally....................................................      30
   SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.................................................      31
   SECTION 3.7. Persons Deemed Owners............................................................................      32
   SECTION 3.8. Cancellation.....................................................................................      32
   SECTION 3.9. Deferrals of Interest Payment Dates..............................................................      32
   SECTION 3.10. Right of Set-Off................................................................................      33
   SECTION 3.11. Agreed Tax Treatment............................................................................      33
   SECTION 3.12. CUSIP Numbers...................................................................................      34
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
ARTICLE IV Satisfaction and Discharge                                                                                  34

   SECTION 4.1. Satisfaction and Discharge of Indenture..........................................................      34
   SECTION 4.2. Application of Trust Money.......................................................................      35

ARTICLE V Remedies                                                                                                     35

   SECTION 5.1. Events of Default................................................................................      35
   SECTION 5.2. Acceleration of Maturity; Rescission and Annulment...............................................      37
   SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee..................................      38
   SECTION 5.4. Trustee May File Proofs of Claim.................................................................      38
   SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities.......................................      39
   SECTION 5.6. Application of Money Collected...................................................................      39
   SECTION 5.7. Limitation on Suits..............................................................................      39
   SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action
                by Holders of Preferred Securities...............................................................      40
   SECTION 5.9. Restoration of Rights and Remedies...............................................................      40
   SECTION 5.10. Rights and Remedies Cumulative..................................................................      41
   SECTION 5.11. Delay or Omission Not Waiver....................................................................      41
   SECTION 5.12. Control by Holders..............................................................................      41
   SECTION 5.13. Waiver of Past Defaults.........................................................................      41
   SECTION 5.14. Undertaking for Costs...........................................................................      42
   SECTION 5.15. Waiver of Usury, Stay or Extension Laws.........................................................      42

ARTICLE VI The Trustee                                                                                                 43

   SECTION 6.1. Corporate Trustee Required.......................................................................      43
   SECTION 6.2. Certain Duties and Responsibilities..............................................................      43
   SECTION 6.3. Notice of Defaults...............................................................................      44
   SECTION 6.4. Certain Rights of Trustee........................................................................      44
   SECTION 6.5. May Hold Securities..............................................................................      46
   SECTION 6.6. Compensation; Reimbursement; Indemnity...........................................................      46
   SECTION 6.7. Resignation and Removal; Appointment of Successor................................................      47
   SECTION 6.8. Acceptance of Appointment by Successor...........................................................      48
   SECTION 6.9. Merger, Conversion, Consolidation or Succession to Business......................................      49
   SECTION 6.10. Not Responsible for Recitals or Issuance of Securities..........................................      49
   SECTION 6.11. Appointment of Authenticating Agent.............................................................      49

ARTICLE VII Holder's Lists and Reports by Trustee and Company                                                          51

   SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders........................................      51
   SECTION 7.2. Preservation of Information, Communications to Holders...........................................      51
   SECTION 7.3. Reports by Company and Trustee...................................................................      51
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
ARTICLE VIII Consolidation, Merger, Conveyance, Transfer or Lease                                                      52

   SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.............................................      52
   SECTION 8.2. Successor Company Substituted....................................................................      53

ARTICLE IX Supplemental Indentures                                                                                     53

   SECTION 9.1. Supplemental Indentures without Consent of Holders...............................................      53
   SECTION 9.2. Supplemental Indentures with Consent of Holders..................................................      54
   SECTION 9.3. Execution of Supplemental Indentures.............................................................      55
   SECTION 9.4. Effect of Supplemental Indentures................................................................      55
   SECTION 9.5. Reference in Securities to Supplemental Indentures...............................................      55

ARTICLE X Covenants                                                                                                    56

   SECTION 10.1. Payment of Principal, Premium and Interest......................................................      56
   SECTION 10.2. Money for Security Payments to be Held in Trust.................................................      56
   SECTION 10.3. Statement as to Compliance......................................................................      57
   SECTION 10.4. Calculation Agent...............................................................................      57
   SECTION 10.5. Additional Tax Sums.............................................................................      58
   SECTION 10.6. Additional Covenants............................................................................      58
   SECTION 10.7. Waiver of Covenants.............................................................................      59
   SECTION 10.8. Treatment of Securities.........................................................................      59

ARTICLE XI Redemption of Securities                                                                                    60

   SECTION 11.1. Optional Redemption.............................................................................      60
   SECTION 11.2. Special Event Redemption........................................................................      60
   SECTION 11.3. Election to Redeem; Notice to Trustee...........................................................      60
   SECTION 11.4. Selection of Securities to be Redeemed..........................................................      61
   SECTION 11.5. Notice of Redemption............................................................................      61
   SECTION 11.6. Deposit of Redemption Price.....................................................................      62
   SECTION 11.7. Payment of Securities Called for Redemption.....................................................      62

ARTICLE XII Subordination of Securities                                                                                63

   SECTION 12.1. Securities Subordinate to Senior Debt...........................................................      63
   SECTION 12.2. No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc..........      63
   SECTION 12.3. Payment Permitted If No Default.................................................................      64
   SECTION 12.4. Subrogation to Rights of Holders of Senior Debt.................................................      65
   SECTION 12.5. Provisions Solely to Define Relative Rights.....................................................      65
   SECTION 12.6. Trustee to Effectuate Subordination.............................................................      65
   SECTION 12.7. No Waiver of Subordination Provisions...........................................................      66
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
   SECTION 12.8. Notice to Trustee...............................................................................      66
   SECTION 12.9. Reliance on Judicial Order or Certificate of Liquidating Agent..................................      67
   SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt...............................................      67
   SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights...................      67
   SECTION 12.12. Article Applicable to Paying Agents............................................................      67
</TABLE>

                                   SCHEDULES

Schedule A        Determination of LIBOR

Exhibit A         Form of Officer's Certificate

                                      -iv-
<PAGE>

      Junior Subordinated Indenture, dated as of September 16, 2004, between
Mercantile Bank Corporation, a Michigan corporation (the "Company"), and
Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such
capacity, the "Trustee").

Recitals of the Company

      Whereas, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its unsecured junior subordinated
deferrable interest notes (the "Securities") issued to evidence loans made to
the Company of the proceeds from the issuance by Mercantile Bank Capital Trust
I, a Delaware statutory trust (the "Trust"), of Series A and Series B Floating
Rate Preferred Securities representing undivided preferred beneficial interests
in the assets of the Trust (the "Preferred Securities") and Series A and Series
B Floating Rate Common Securities representing undivided common beneficial
interests in the assets of the Trust (the "Common Securities" and, collectively
with the Preferred Securities, the "Trust Securities"), and to provide the terms
and conditions upon which the Securities are to be authenticated, issued and
delivered; and

      Whereas, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

      Now, therefore, this Indenture Witnesseth:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE I

            Definitions and Other Provisions of General Application

      SECTION 1.1. Definitions.

      For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

            (a) the terms defined in this Article I have the meanings assigned
      to them in this Article I;

            (b) the words "include", "includes" and "including" shall be deemed
      to be followed by the phrase "without limitation";

            (c) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with GAAP;

            (d) unless the context otherwise requires, any reference to an
      "Article" or a "Section" refers to an Article or a Section, as the case
      may be, of this Indenture;

                                       1
<PAGE>

            (e) the words "hereby", "herein", "hereof" and "hereunder" and other
      words of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision;

            (f) a reference to the singular includes the plural and vice versa;
      and

            (g) the masculine, feminine or neuter genders used herein shall
      include the masculine, feminine and neuter genders.

      "Act" when used with respect to any Holder, has the meaning specified in
Section 1.4.

      "Administrative Trustee" means, with respect to the Trust, a Person
identified as an "Administrative Trustee" in the Trust Agreement, solely in its
capacity as Administrative Trustee of the Trust under the Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Administrative Trustee appointed as therein provided.

      "Additional Interest" means the interest, if any, that shall accrue on any
amounts payable on the Securities, the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the rate per annum
specified or determined as specified in such Security.

      "Additional Tax Sums" has the meaning specified in Section 10.5.

      "Additional Taxes" means taxes, duties or other governmental charges
imposed on the Trust as a result of a Tax Event (which, for the sake of clarity,
does not include amounts required to be deducted or withheld by the Trust from
payments made by the Trust to or for the benefit of the Holder of, or any Person
that acquires a beneficial interest in, the Securities).

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control," when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Applicable Depository Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.11 to act on behalf of the Trustee to authenticate the Securities.

      "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

                                       2
<PAGE>

      "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

      "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee is closed for business.

      "Calculation Agent" has the meaning specified in Section 10.4.

      "Capital Disqualification Event" means the receipt by the Company of an
Opinion of Counsel experienced in such matters that, as a result of an amendment
to or a change in law or regulation (including any announced prospective change)
or a change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is
more than insubstantial risk that within ninety (90) days of the date of such
opinion, the aggregate liquidation amount of the Preferred Securities will not
be eligible to be treated by the Company as "Tier 1 Capital" (or the then
equivalent) for purposes of the capital adequacy guidelines of the Federal
Reserve or other "appropriate Federal banking agency" as such term is defined in
12 U.S.C. 1813(q), which amendment, change or prospective change becomes
effective or would become effective, as the case may be, on or after the date of
issuance of the Securities; provided, however, that the inability of the Company
to treat all or any portion of the liquidation amount of the Preferred
Securities as Tier 1 Capital shall not constitute the basis for a Capital
Disqualification Event if such inability results from the Company having such
Preferred Securities outstanding in an amount that for any reason is in excess
of the amount which may now or hereafter qualify for treatment as Tier 1 Capital
under applicable capital adequacy guidelines. By way of example, the inability
of the Company to treat all or any portion of the liquidation amount of the
Preferred Securities as Tier 1 Capital as a result of the adoption as a final
rule of any of the proposals set forth in the Notice of Proposed Rulemaking on
Risk-Based Capital Standards: Trust Preferred Securities and the Definition of
Capital, issued on May 6, 2004, by the Federal Reserve, shall not constitute the
basis for a Capital Disqualification Event.

      "Common Securities" has the meaning specified in the first recital of this
Indenture.

      "Common Stock" means the common stock, no par value, of the Company.

      "Company" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

      "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by its Chairman of the Board
of Directors, its Vice Chairman of the Board of Directors, its Chief Executive
Officer, President or a Vice President,

                                       3
<PAGE>

and by its Chief Financial Officer, Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Indenture is located at Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate
Trust Administration.

      "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person, whether currently existing or hereafter
incurred and whether or not contingent and without duplication, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or other accrued liabilities arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person, whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; (vii) every obligation of the type
referred to in clauses (i) through (vi) of another Person and all dividends of
another Person the payment of which, in either case, such Person has guaranteed
or is responsible or liable for, directly or indirectly, as obligor or
otherwise; and (viii) any renewals, extensions, refundings, amendments or
modifications of any obligation of the type referred to in clauses (i) through
(vii).

      "Defaulted Interest" has the meaning specified in Section 3.1.

      "Delaware Trustee" means, with respect to the Trust, the Person identified
as the "Delaware Trustee" in the Trust Agreement, solely in its capacity as
Delaware Trustee of the Trust under the Trust Agreement and not in its
individual capacity, or its successor in interest in such capacity, or any
successor Delaware Trustee appointed as therein provided.

      "Depositary" means an organization registered as a clearing agency under
the Exchange Act that is designated as Depositary by the Company or any
successor thereto. DTC will be the initial Depositary.

      "Depository Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Depositary effects
book-entry transfers and pledges of securities deposited with the Depositary.

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in the Trust Agreement and referred to therein as "Distributions."

      "Dollar" or "$" means the currency of the United States of America that,
as at the time of payment, is legal tender for the payment of public and private
debts.

                                       4
<PAGE>

      "DTC" means The Depository Trust Company, a New York corporation.

      "Event of Default" has the meaning specified in Section 5.1.

      "Exchange Act" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 1.4.

      "Extension Period" has the meaning specified in Section 3.9.

      "Federal Reserve" means the Board of Governors of the Federal Reserve
System, the staff thereof, or a Federal Reserve Bank, acting through delegated
authority, in each case under the rules, regulations and policies of the Federal
Reserve System, or if at any time after the execution of this Indenture any such
entity is not existing and performing the duties now assigned to it , any
successor body performing similar duties or functions.

      "GAAP" means United States generally accepted accounting principles,
consistently applied, from time to time in effect.

      "Global Security" means a Security that evidences all or part of the
Securities, the ownership and transfers of which shall be made through book
entries by a Depositary.

      "Government Obligation" means (a) any security that is (i) a direct
obligation of the United States of America of which the full faith and credit of
the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (b) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation that is specified in clause (a) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any Government Obligation
that is so specified and held, provided, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.

      "Guarantee Agreement" means the Guarantee Agreement executed by the
Company and Wilmington Trust Company, as Guarantee Trustee, contemporaneously
with the execution and delivery of this Indenture, for the benefit of the
holders of the Preferred Securities, as modified, amended or supplemented from
time to time.

      "Holder" means a Person in whose name a Security is registered in the
Securities Register.

                                       5
<PAGE>

      "Indenture" means this instrument as originally executed or as it may from
time to time be amended or supplemented by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

      "Interest Payment Date" means January 18, April 18, July 18 and October 18
of each year, commencing on October 18, 2004 with respect to the Series A
Securities and January 18, 2005 with respect to the Series B Securities, during
the term of this Indenture.

      "Investment Company Act" means the Investment Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

      "Investment Company Event" means the receipt by the Company of an Opinion
of Counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation (including any announced prospective
change) or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or, within
ninety (90) days of the date of such opinion will be, considered an "investment
company" that is required to be registered under the Investment Company Act,
which change or prospective change becomes effective or would become effective,
as the case may be, on or after the date of the issuance of the Securities.

      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or any installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Notice of Default" means a written notice of the kind specified in
Section 5.1(d).

      "Office of Thrift Supervision" means the Office of Thrift Supervision, as
from time to time constituted or, if at any time after the execution of this
Indenture such Office is not existing and performing the duties now assigned to
it, then the body performing such duties at such time.

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the Chief Executive Officer, President or a
Vice President, and by the Chief Financial Officer, Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered
to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company or any Affiliate of the Company.

      "Original Issue Date" means the date of original issuance of each
Security.

                                       6
<PAGE>

      "Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

            (i) Securities theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;

            (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities; provided, that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefor satisfactory to the Trustee has been
      made; and

            (iii) Securities that have been paid, or in substitution for or in
      lieu of which other Securities have been authenticated and delivered
      pursuant to the provisions of this Indenture, unless proof satisfactory to
      the Trustee is presented that any such Securities are held by Holders in
      whose hands such Securities are valid, binding and legal obligations of
      the Company;

provided, that, in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.
Notwithstanding anything herein to the contrary, Securities initially issued to
the Trust that are owned by the Trust shall be deemed to be Outstanding
notwithstanding the ownership by the Company or an Affiliate of any beneficial
interest in the Trust.

      "Paying Agent" means the Trustee or any Person authorized by the Company
to pay the principal of or any premium or interest on, or other amounts in
respect of, any Securities on behalf of the Company.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, government or any agency
or political subdivision thereof, or any other entity of whatever nature.

      "Place of Payment" means, with respect to the Securities, the Corporate
Trust Office of the Trustee.

                                       7
<PAGE>

      "Placement Agent" has the meaning specified in the Trust Agreement.

      "Preferred Securities" has the meaning specified in the first recital of
this Indenture.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.

      "Proceeding" has the meaning specified in Section 12.2.

      "Property Trustee" means the Person identified as the "Property Trustee"
in the Trust Agreement, solely in its capacity as Property Trustee of the Trust
under the Trust Agreement and not in its individual capacity, or its successor
in interest in such capacity, or any successor Property Trustee appointed as
therein provided.

      "Purchaser" means STI Investment Management, Inc., as purchaser of the
Preferred Securities pursuant to the Subscription Agreement.

      "Redemption Date" means, when used with respect to any Security to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Price" means, when used with respect to any Security to be
redeemed, in whole or in part, the price at which such security or portion
thereof is to be redeemed as fixed by or pursuant to this Indenture.

      "Reference Banks" has the meaning specified in Schedule A.

      "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities means the date that is fifteen (15) days
preceding such Interest Payment Date (whether or not a Business Day).

      "Responsible Officer" means, with respect to the Trustee, any Senior Vice
President, any Vice President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, any Financial
Services Officer or Assistant Financial Services Officer, or any other officer
of the Corporate Trust Department of the Trustee and also means, with respect to
a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

      "Rights Plan" means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
event or events.

                                       8
<PAGE>

      "Securities" or "Security" means the Series A and Series B floating rate
unsecured junior subordinated deferrable interest notes authenticated and
delivered under this Indenture.

      "Securities Act" means the Securities Act of 1933 or any successor statute
thereto, in each case as amended from time to time.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

      "Senior Debt" means the principal of and any premium and interest on
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company, whether or not such
claim for post-petition interest is allowed in such proceeding) all Debt of the
Company, whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless it is provided in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, that such
obligations are not superior in right of payment to the Securities; provided,
however, that if the Company is subject to the regulation and supervision of an
"appropriate Federal banking agency" within the meaning of 12 U.S.C. 1813(q),
the Company shall have received the approval of such appropriate Federal banking
agency prior to issuing any such obligation if not otherwise generally approved;
provided further, that Senior Debt shall not include any other debt securities,
and guarantees in respect of such debt securities, issued to any trust other
than the Trust (or a trustee of such trust), partnership or other entity
affiliated with the Company that is a financing vehicle of the Company (a
"financing entity"), in connection with the issuance by such financing entity of
equity securities or other securities that are treated as equity capital for
regulatory capital purposes guaranteed by the Company pursuant to an instrument
that ranks pari passu with or junior in right of payment to the Indenture,
including, without limitation, the debt securities of the Company issued under
the Indenture, dated September 17, 1999, between the Company and Wilmington
Trust Company, as trustee.

      "Special Event" means the occurrence of a Capital Disqualification Event,
an Investment Company Event or a Tax Event.

      "Special Event Redemption Price" has the meaning specified in Section
11.2.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.1.

      "Stated Maturity" means thirty (30) years from the Original Issue Date.

      "Subscription Agreements" means the Preferred Securities Subscription
Agreements, dated as of the respective dates of issuance of the Series A and
Series B Preferred Securities.

      "Subsidiary" means a Person more than fifty percent (50%) of the
outstanding voting stock or other voting interests of which is owned, directly
or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For purposes of this definition,
"voting stock" means stock that ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

                                       9
<PAGE>

      "Tax Event" means the receipt by the Company of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to or change (including any announced prospective change) in the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein or (b) any judicial decision or any official
administrative pronouncement (including any private letter ruling, technical
advice memorandum or field service advice) or regulatory procedure, including
any notice or announcement of intent to adopt any such pronouncement or
procedure (an "Administrative Action"), regardless of whether such judicial
decision or Administrative Action is issued to or in connection with a
proceeding involving the Company or the Trust and whether or not subject to
review or appeal, which amendment, change, judicial decision or Administrative
Action is enacted, promulgated or announced, in each case, on or after the date
of issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date of such opinion,
subject to United States federal income tax with respect to income received or
accrued on the Securities, (ii) interest payable by the Company on the
Securities is not, or within ninety (90) days of the date of such opinion, will
not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes, or (iii) the Trust is, or will be within ninety
(90) days of the date of such opinion, subject to more than a de minimis amount
of other taxes, duties or other governmental charges.

      "Trust" has the meaning specified in the first recital of this Indenture.

      "Trust Agreement" means the Amended and Restated Trust Agreement executed
and delivered by the Company, the Property Trustee, Wilmington Trust Company, as
Delaware Trustee and the Administrative Trustees named therein,
contemporaneously with the execution and delivery of this Indenture, for the
benefit of the holders of the Trust Securities, as amended or supplemented from
time to time.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument, solely in its capacity as such and not in its individual
capacity, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and, thereafter, "Trustee" shall mean
or include each Person who is then a Trustee hereunder.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
and as in effect on the date as of this Indenture.

      "Trust Securities" has the meaning specified in the first recital of this
Indenture.

      SECTION 1.2. Compliance Certificate and Opinions.

      (a) Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitutes a condition precedent), if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by

                                       10
<PAGE>

any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

      (b) Every certificate with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificate provided
pursuant to Section 10.3) shall include:

            (i) a statement by each individual signing such certificate or
      opinion that such individual has read such covenant or condition and the
      definitions herein relating thereto;

            (ii) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions of such individual
      contained in such certificate or opinion are based;

            (iii) a statement that, in the opinion of such individual, he or she
      has made such examination or investigation as is necessary to enable him
      or her to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

            (iv) a statement as to whether, in the opinion of such individual,
      such condition or covenant has been complied with.

      SECTION 1.3. Forms of Documents Delivered to Trustee.

      (a) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      (b) Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or after reasonable
inquiry should know, that the certificate or opinion or representations with
respect to matters upon which his or her certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or after reasonable inquiry should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

      (c) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      (d) Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officers' Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein,

                                       11
<PAGE>

a new document or instrument may be substituted therefor in corrected form with
the same force and effect as if originally received in the corrected form and,
irrespective of the date or dates of the actual execution and/or delivery
thereof, such substitute document or instrument shall be deemed to have been
executed and/or delivered as of the date or dates required with respect to the
document or instrument for which it is substituted. Without limiting the
generality of the foregoing, any Securities issued under the authority of such
defective document or instrument shall nevertheless be the valid obligations of
the Company entitled to the benefits of this Indenture equally and ratably with
all other Outstanding Securities of the same series.

      SECTION 1.4. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent thereof duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments (including any
appointment of an agent) is or are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.4.

      (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a Person acting in other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution by any Person of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

      (c) The ownership of Securities shall be proved by the Securities
Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

      (e) Without limiting the foregoing, a Holder entitled to take any action
hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

                                       12
<PAGE>

      (f) Except as set forth in paragraph (g) of this Section 1.4, the Company
may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities,
either collectively or voting as separate series to the extend required under
the terms of this Indenture. If any record date is set pursuant to this
paragraph, the Holders of the relevant Outstanding Securities on such record
date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided,
that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date (as defined below) by Holders of the requisite
principal amount of Outstanding Securities on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect). Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities in the manner and to the extent set forth in Section 1.6.

      (g) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration or
rescission or annulment thereof referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(b) or (iv) any direction
referred to in Section 5.12. If any record date is set pursuant to this
paragraph, the Holders of any applicable series of Outstanding Securities on
such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided, that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect).
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the series with respect to which
action is proposed to be taken, with such notice to be given in the manner set
forth in Section 1.6.

      (h) With respect to any record date set pursuant to paragraph (f) or (g)
of this Section 1.4, the party hereto that sets such record date may designate
any day as the "Expiration Date" and from time to time may change the Expiration
Date to any earlier or later day; provided, that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities in the manner
set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section 1.4, the party hereto that set such record date shall be deemed
to have initially designated the ninetieth (90th) day after such record

                                       13
<PAGE>

date as the Expiration Date with respect thereto, subject to its right to change
the Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the one hundred and eightieth
(180th) day after the applicable record date.

      SECTION 1.5. Notices, Etc.

      Any request, demand, authorization, direction, notice, consent, waiver,
Act of Holders, or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

      (a) the Trustee by any Holder, any holder of Preferred Securities or the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office,

      (b) the Company by the Trustee, any Holder or any holder of Preferred
Securities shall be sufficient for every purpose hereunder if in writing and
mailed, first class, postage prepaid, to the Company addressed to it at 5650
Byron Center Avenue SW, Wyoming, Michigan 49509, Attn: Chief Financial Officer,
or at any other address previously furnished in writing to the Trustee by the
Company,

      (c) the Placement Agent by the Trustee, the Company, any Holder or any
holder or beneficial owner of the Preferred Securities, shall be sufficient for
every purpose hereunder if in writing and mailed, first-class postage prepaid to
the Placement Agent at 303 Peachtree Street, N.E., 24th Floor, Mail Code 3950,
Atlanta, Georgia 30308 or any other address previously furnished by the
Placement Agent, or

      (d) the Purchaser by the Trustee, the Company, any Holder or any holder or
beneficial owner of the Preferred Securities, shall be sufficient for every
purpose hereunder if in writing and mailed first-class postage prepaid to the
Purchaser at 2202 Polly Drummond Office Park, Newark, Delaware 19711, or any
other address previously furnished by the Purchaser.

      SECTION 1.6. Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class, postage prepaid, to each Holder affected
by such event to the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or irregularities in regular mail service or for any other reason, it shall
be impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but

                                       14
<PAGE>

such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

      SECTION 1.7. Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction of this Indenture.

      SECTION 1.8. Successors and Assigns.

      This Indenture shall be binding upon and shall inure to the benefit of any
successor to the Company and the Trustee, including any successor by operation
of law. Except in connection with a transaction involving the Company that is
permitted under Article VIII and pursuant to which the assignee agrees in
writing to perform the Company's obligations hereunder, the Company shall not
assign its obligations hereunder.

      SECTION 1.9. Separability Clause.

      If any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and
there shall be deemed substituted for the provision at issue a valid, legal and
enforceable provision as similar as possible to the provision at issue.

      SECTION 1.10. Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.2 and 10.7,
the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

      SECTION 1.11. Governing Law.

      This Indenture and the rights and obligations of each of the Holders, the
Company and the Trustee shall be construed and enforced in accordance with and
governed by the laws of the State of New York without reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).

      SECTION 1.12. Submission to Jurisdiction.

      ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH
RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE
COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY

                                       15
<PAGE>

AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF
APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS INDENTURE.

      SECTION 1.13. Non-Business Days.

      If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest, premium or principal
or other amounts in respect of such Security shall not be made on such date, but
shall be made on the next succeeding Business Day (and no interest shall accrue
in respect of the amounts whose payment is so delayed for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, until such next succeeding Business Day) except that, if such
Business Day falls in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity.

                                   ARTICLE II

                                 Security Forms

      SECTION 2.1. Form of Security.

      Any Security issued hereunder shall be in substantially the following
form:

                          MERCANTILE BANK CORPORATION

Series [A][B] Floating Rate Junior Subordinated Note due 2034

No. _____________                                                  $16,495,000

      Mercantile Bank Corporation, a corporation organized and existing under
the laws of Michigan (hereinafter called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Wilmington Trust Company, not in its
individual capacity but solely as Property Trustee for Mercantile Bank Capital
Trust I, a Delaware statutory trust (the "Holder"), or registered assigns, the
principal sum of Sixteen Million Four Hundred Ninety Five Thousand ($16,495,000)
Dollars or such other principal amount represented hereby as may be set forth in
the records of the Securities Registrar hereinafter referred to in accordance
with the Indenture on ___________________ ___, 2034. The Company further
promises to pay interest on said principal sum from the date of original
issuance, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on January 18, April 18, July 18 and October 18 of each year,
commencing on ________________ ___, 200__, or if any such day is not a Business
Day, on the next succeeding Business Day (and no interest shall accrue in
respect of the amounts whose payment is so delayed for the period from and after
such Interest Payment Date until such next succeeding Business Day), except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately

                                       16
<PAGE>

preceding Business Day, in each case, with the same force and effect as if made
on the Interest Payment Date, at an annual rate equal to ________% beginning on
(and including) the Original Issue Date and ending on (but excluding)
_______________ ___, 200__ and at an annual rate for each successive period
beginning on (and including) _______________ ___, 200__, and each successive
Interest Payment Date, and ending on (but excluding) the next succeeding
Interest Payment Date equal to LIBOR plus 2.18%, together with Additional Tax
Sums, if any, as provided in Section 10.5 of the Indenture, until the principal
hereof is paid or duly provided for or made available for payment; provided,
that any overdue principal, premium or Additional Tax Sums and any overdue
installment of interest shall bear Additional Interest (to the extent that the
payment of such interest shall be legally enforceable) at a variable rate per
annum, reset quarterly, equal to LIBOR plus 2.18%, compounded quarterly, from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand.

      The amount of interest payable shall be computed on the basis of a 360-day
year and the actual number of days elapsed in the relevant interest period. The
amount of interest payable for any full interest period shall be computed by
dividing the applicable rate per annum by four. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in the Indenture, be paid to the Person in whose name this Series
[A][B] Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest installment. Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Series [A][B] Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Series [A][B] Securities
not less than ten (10) days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Series [A][B] Securities may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.

      So long as no Event of Default pursuant to Sections 5.1(c), (e) or (f) of
the Indenture has occurred and is continuing, the Company shall have the right,
at any time and from time to time during the term of this Series [A][B]
Security, to defer the payment of interest on this Series [A][B] Security for a
period of up to twenty (20) consecutive quarterly interest payment periods (each
such period, an "Extension Period"), during which Extension Period(s), no
interest shall be due and payable (except any Additional Tax Sums that may be
due and payable). No Extension Period shall end on a date other than an Interest
Payment Date, and no Extension Period shall extend beyond the Stated Maturity of
the principal of this Series [A][B] Security. No interest shall be due and
payable during an Extension Period (except any Additional Tax Sums that may be
due and payable), except at the end thereof, but each installment of interest
that would otherwise have been due and payable during such Extension Period
shall bear Additional Interest (to the extent payment of such interest would be
legally enforceable) at a variable rate per annum, reset quarterly, equal to
LIBOR plus 2.18%, compounded quarterly, from the dates on which amounts would
have otherwise been due and payable until paid or made available for payment. At
the end of any such Extension Period, the Company shall pay all interest then
accrued and unpaid on this Series [A][B] Security, together with such Additional
Interest. Prior

                                       17
<PAGE>

to the termination of any such Extension Period, the Company may further defer
the payment of interest; provided, that (i) all such previous and further
extensions comprising such Extension Period do not exceed twenty (20) quarterly
interest payment periods, (ii) no Extension Period shall end on a date other
than an Interest Payment Date and (iii) no Extension Period shall extend beyond
the Stated Maturity of the principal of this Series [A][B] Security. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period; provided, that (i)
such Extension Period does not exceed twenty (20) quarterly interest payment
periods, (ii) no Extension Period shall end on a date other than an Interest
Payment Date and (iii) no Extension Period shall extend beyond the Stated
Maturity of the principal of this Series [A][B] Security. The Company shall give
(i) the Holder of this Series [A][B] Security, (ii) the Trustee, (iii) the
Property Trustee and (iv) any beneficial owner of the Series [A][B] Preferred
Securities reasonably identified to the Company (which identification may be
made either by such beneficial owner or by the Placement Agent or the Purchaser)
written notice of its election to begin any such Extension Period at least five
(5) Business Days prior to the next succeeding Interest Payment Date on which
interest on this Series [A][B] Security would be payable but for such deferral.

      During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or any interest or premium on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to the Securities (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with (1) any employment contract, stock option plan,
benefit plan or other similar arrangement with or for the benefit of any one or
more employees, officers, directors or consultants, (2) a dividend reinvestment
or stockholder stock purchase plan or (3) the issuance of capital stock of the
Company (or securities convertible into or exercisable for such capital stock)
as consideration in an acquisition transaction entered into prior to the
applicable Extension Period, (b) as a result of an exchange or conversion of any
class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any Rights Plan, the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock).

      Payment of principal of, premium, if any, and interest on this Series
[A][B] Security shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of principal, premium, if any, and interest due at the
Maturity of this Series [A][B] Security shall be made at the office or agency of
the Company maintained for that purpose in the Place of Payment upon surrender
of

                                       18
<PAGE>

such Series [A][B] Securities to the Paying Agent, and payments of interest
shall be made, subject to such surrender where applicable, by wire transfer at
such place and to such account at a banking institution in the United States as
may be designated in writing to the Paying Agent at least ten (10) Business Days
prior to the date for payment by the Person entitled thereto unless proper
written transfer instructions have not been received by the relevant record
date, in which case such payments shall be made by check mailed to the address
of such Person as such address shall appear in the Security Register.
Notwithstanding the foregoing, so long as the holder of this Series [A][B]
Security is the Property Trustee, the payment of the principal of (and premium,
if any) and interest (including any overdue installment of interest and
Additional Tax Sums, if any) on this Series [A][B] Security will be made at such
place and to such account as may be designated by the Property Trustee.

      The indebtedness evidenced by this Series [A][B] Security is, to the
extent provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Debt, and this Series [A][B] Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Series [A][B] Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
or her behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior Debt,
whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.

      Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Series [A][B] Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

      This Series [A][B] Security is one of a duly authorized issue of
securities of the Company (the "Securities") issued under the Junior
Subordinated Indenture, dated as of September 16, 2004 (the "Indenture"),
between the Company and Wilmington Trust Company, as Trustee (in such capacity,
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior Debt
and the Holders of the Securities, and of the terms upon which the Securities
are, and are to be, authenticated and delivered.

      All terms used in this Series [A][B] Security that are defined in the
Indenture or in the Amended and Restated Trust Agreement, dated as of September
16, 2004 (as modified, amended or supplemented from time to time, the "Trust
Agreement"), relating to Mercantile Bank Capital Trust I (the "Trust"), among
the Company, as Depositor, the Trustees named therein and the Holders from time
to time of the Trust Securities issued pursuant thereto, shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.

      The Company may, on any Interest Payment Date, at its option, upon not
less than thirty (30) days' nor more than sixty (60) days' written notice to the
Holders of the Series [A][B]

                                       19
<PAGE>

Securities (unless a shorter notice period shall be satisfactory to the Trustee)
on or after the fifth (5th) anniversary of the initial Interest Payment Date and
subject to the terms and conditions of Article XI of the Indenture, redeem this
Series [A][B] Security in whole at any time or in part from time to time at a
Redemption Price equal to one hundred percent (100%) of the principal amount
hereof, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption; provided, that the Company shall have received the prior approval of
the Federal Reserve if then required.

      In addition, upon the occurrence and during the continuation of a Special
Event, the Company may, at its option, upon not less than thirty (30) days' nor
more than sixty (60) days' written notice to the Holders of the Securities
(unless a shorter notice period shall be satisfactory to the Trustee), redeem
the Securities, in whole but not in part, subject to the terms and conditions of
Article XI of the Indenture at the Special Event Redemption Price; provided,
that the Company shall have received the prior approval of the Federal Reserve
if then required.

      In the event of redemption of this Series [A][B] Security in part only, a
new Series [A][B] Security or Securities for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof. If less
than all the Series [A][B] Securities are to be redeemed, the particular Series
[A][B] Securities to be redeemed shall be selected not more than sixty (60) days
prior to the Redemption Date by the Trustee from the Outstanding Series [A][B]
Securities not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Series [A][B] Security.

      The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities, on behalf of the
Holders of all Securities of the same series or collectively, depending on the
requirements for the matter presented, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Series [A][B] Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Series [A][B] Security and of any Series [A][B]
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Series [A][B] Security.

      No reference herein to the Indenture and no provision of this Series
[A][B] Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest, including any Additional Interest, on this Series [A][B]
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Series [A][B] Security is registrable in the
Securities Register, upon surrender of

                                       20
<PAGE>

this Series [A][B] Security for registration of transfer at the office or agency
of the Company maintained for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Securities Registrar and duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Series [A][B]
Securities, of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Series [A][B] Securities are issuable only in registered form without
coupons in minimum denominations of $100,000 and any integral multiple of $1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Series [A][B] Securities are exchangeable for a
like aggregate principal amount of Securities of the same series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Series [A][B] Security is registered as the
owner hereof for all purposes, whether or not this Series [A][B] Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

      The Company and, by its acceptance of this Series [A][B] Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, this Series [A][B] Security agree that, for United
States federal, state and local tax purposes, it is intended that this Series
[A][B] Security constitute indebtedness.

      This Series [A][B] Security shall be construed and enforced in accordance
with and governed by the laws of the State of New York, without reference to its
conflict of laws provisions (other than Section 5-1401 of the General
Obligations Law).

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                            MERCANTILE BANK CORPORATION

                                            By: ________________________________
                                            Name:
                                            Title:

      SECTION 2.2. Restricted Legend.

      (a) Any Security issued hereunder shall bear a legend in substantially the
following form:

                                       21
<PAGE>

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
      HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
      TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE
      FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
      NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND
      NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
      WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
      NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
      PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
      OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES, AND ANY INTEREST
      THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
      OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER
      OF ANY SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY
      BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
      THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD
      OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM
      THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
      THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL "ACCREDITED
      INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF
      RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
      OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR
      INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
      CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV)
      PURSUANT TO

                                       22
<PAGE>

      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V)
      PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR
      (V), SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL
      AND OTHER INFORMATION SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY
      ANY PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS
      REFERRED TO IN (A) ABOVE.

      THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
      AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST
      EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY
      INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS
      THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO
      BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
      OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE
      RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, OR ANY INTEREST
      THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
      WHATSOEVER IN SUCH SECURITIES.

      THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
      HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
      EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
      ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE
      UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
      IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY
      ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH
      PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
      U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,
      95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
      PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST THEREIN, IS NOT
      PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH
      RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE
      SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
      ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE
      BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
      WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER

                                       23
<PAGE>

      PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER
      PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
      FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN
      A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
      CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
      OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
      INSURANCE CORPORATION (THE "FDIC")."

      (b) The above legend shall not be removed from any Security unless there
is delivered to the Company satisfactory evidence, which may include an opinion
of counsel, as may be reasonably required to ensure that any future transfers
thereof may be made without restriction under the provisions of the Securities
Act and other applicable law. Upon provision of such satisfactory evidence, the
Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
at the written direction of the Company, a Security that does not bear the
legend.

      SECTION 2.3. Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially the
following form:

      This is one of the Securities designated therein referred to in the
within-mentioned Indenture.

Dated:

                                          Wilmington Trust Company, as Trustee

                                          By: __________________________________
                                                     Authorized officer

      SECTION 2.4. Temporary Securities.

      (a) Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

      (b) If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the

                                       24
<PAGE>

temporary Securities at the office or agency of the Company designated for that
purpose without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities
of any authorized denominations having the same Original Issue Date and Stated
Maturity and having the same terms as such temporary Securities. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

      SECTION 2.5. Definitive Securities.

      The Securities issued on the Original Issue Date shall be in definitive
form. The definitive Securities shall be printed, lithographed or engraved, or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

                                  ARTICLE III

                                 The Securities

      SECTION 3.1. Payment of Principal and Interest.

      (a) The unpaid principal amount of (i) the Series A Securities shall bear
interest at an annual rate equal to 4.06% beginning on (and including) the
Original Issue Date and ending on (but excluding) October 18, 2004 and at an
annual rate for each successive period beginning on (and including) October 18,
2004, and each successive Interest Payment Date, and ending on (but excluding)
the next succeeding Interest Payment Date equal to LIBOR plus 2.18%, and (ii)
the Series B Securities shall bear interest at an annual rate equal to 4.64%
beginning on (and including) the Original Issue Date and ending on (but
excluding) January 18, 2005 and at an annual rate for each successive period
beginning on (and including) January 18, 2005, and each successive Interest
Payment Date, and ending on (but excluding) the next succeeding Interest Payment
Date equal to LIBOR plus 2.18%, and any overdue principal, premium or Additional
Tax Sums and any overdue installment of interest shall bear Additional Interest
(to the extent payment of such interest would be legally enforceable) at a
variable rate per annum, reset quarterly, equal to LIBOR plus 2.18%, from the
dates such amounts are due until they are paid or funds for the payment thereof
are made available for payment.

      (b) Interest and Additional Interest on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, except that interest and any Additional Interest payable on
the Stated Maturity (or any date of principal repayment upon early maturity) of
the principal of a Security or on a Redemption Date shall be paid to the Person
to whom principal is paid. The initial payment of interest on any Security that
is issued between a Regular Record Date and the related Interest Payment Date
shall be payable as provided in such Security.

                                       25
<PAGE>

      (c) Any interest on any Security that is due and payable, but is not
timely paid or duly provided for, on any Interest Payment Date for Securities
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in paragraph (i) or (ii) below:

            (i) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest (a "Special
      Record Date"), which shall be fixed in the following manner. At least
      thirty (30) days prior to the date of the proposed payment, the Company
      shall notify the Trustee in writing of the amount of Defaulted Interest
      proposed to be paid on each Security and the date of the proposed payment,
      and at the same time the Company shall deposit with the Trustee an amount
      of money equal to the aggregate amount proposed to be paid in respect of
      such Defaulted Interest or shall make arrangements satisfactory to the
      Trustee for such deposit prior to the date of the proposed payment, such
      money when deposited to be held in trust for the benefit of the Persons
      entitled to such Defaulted Interest. Thereupon the Trustee shall fix a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be not more than fifteen (15) days and not less than ten (10) days
      prior to the date of the proposed payment and not less than ten (10) days
      after the receipt by the Trustee of the notice of the proposed payment.
      The Trustee shall promptly notify the Company of such Special Record Date
      and, in the name and at the expense of the Company, shall cause notice of
      the proposed payment of such Defaulted Interest and the Special Record
      Date therefor to be mailed, first class, postage prepaid, to each Holder
      of a Security at the address of such Holder as it appears in the
      Securities Register not less than ten (10) days prior to such Special
      Record Date. Notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities (or
      their respective Predecessor Securities) are registered on such Special
      Record Date; or

            (ii) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed and, upon such
      notice as may be required by such exchange (or by the Trustee if the
      Securities are not listed), if, after notice given by the Company to the
      Trustee of the proposed payment pursuant to this clause, such payment
      shall be deemed practicable by the Trustee.

      (d) Payments of interest on the Securities shall include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
the Securities shall be computed and paid on the basis of a 360-day year and the
actual number of days elapsed in the relevant interest period. The amount of
interest payable for any full interest period shall be computed by dividing the
applicable rate per annum by four.

      (e) Payment of principal of, premium, if any, and interest on the
Securities shall be made in such coin or currency of the United States of
America as at the time of payment is legal

                                       26
<PAGE>

tender for payment of public and private debts. Payments of principal, premium,
if any, and interest due at the Maturity of such Securities shall be made at the
Place of Payment upon surrender of such Securities to the Paying Agent and
payments of interest shall be made subject to such surrender where applicable,
by wire transfer at such place and to such account at a banking institution in
the United States as may be designated in writing to the Paying Agent at least
ten (10) Business Days prior to the date for payment by the Person entitled
thereto unless proper written transfer instructions have not been received by
the relevant record date, in which case such payments shall be made by check
mailed to the address of such Person as such address shall appear in the
Security Register. Notwithstanding the foregoing, so long as the holder of the
Security is the Property Trustee, the payment of the principal of (and premium
if any) and interest (including any overdue installment of interest and
Additional Tax Sums, if any) on the Security will be made at such place and to
such account as may be designated by the Property Trustee.

      (f) Subject to the foregoing provisions of this Section 3.1, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

      SECTION 3.2. Denominations.

      The Securities shall be in registered form without coupons and shall be
issuable in minimum denominations of $100,000 and any integral multiple of
$1,000 in excess thereof.

      SECTION 3.3. Execution, Authentication, Delivery and Dating.

      (a) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities in an aggregate principal
amount (including all then Outstanding Securities) not in excess of $32,990,000
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon:

            (i) a copy of any Board Resolution relating thereto; and

            (ii) an Opinion of Counsel stating that such Securities, when
      authenticated and delivered by the Trustee and issued by the Company in
      the manner and subject to any conditions specified in such Opinion of
      Counsel, will constitute valid and legally binding obligations of the
      Company, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles.

      (b) The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents. The signature of any of these officers on the Securities
may be manual or facsimile. Securities bearing the

                                       27
<PAGE>

manual or facsimile signatures of individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

      (c) No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.8, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

      (d) Each Security shall be dated the date of its authentication.

      SECTION 3.4. Global Securities.

      (a) Upon the election of the Holder after the Original Issue Date, which
election need not be in writing, the Securities owned by such Holder shall be
issued in the form of one or more Global Securities registered in the name of
the Depositary or its nominee. Each Global Security issued under this Indenture
shall be registered in the name of the Depositary designated by the Company for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

      (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security, and no
qualified successor is appointed by the Company within ninety (90) days of
receipt by the Company of such notice, (ii) such Depositary ceases to be a
clearing agency registered under the Exchange Act and no successor is appointed
by the Company within ninety (90) days after obtaining knowledge of such event,
(iii) the Company executes and delivers to the Trustee a Company Order stating
that the Company elects to terminate the book-entry system through the
Depositary or (iv) an Event of Default shall have occurred and be continuing.
Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv)
above, the Trustee shall notify the Depositary and instruct the Depositary to
notify all owners of beneficial interests in such Global Security of the
occurrence of such event and of the availability of Securities to such owners of
beneficial interests requesting the same. Upon the issuance of such Securities
and the registration in the Securities Register of such Securities in the names
of the Holders of the beneficial interests therein, the Trustees shall recognize
such holders of beneficial interests as Holders.

                                       28
<PAGE>

      (c) If any Global Security is to be exchanged for other Securities or
canceled in part, or if another Security is to be exchanged in whole or in part
for a beneficial interest in any Global Security, then either (i) such Global
Security shall be so surrendered for exchange or cancellation as provided in
this Article III or (ii) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Trustee, in accordance with the Applicable Depository Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Company shall execute and the Trustee shall authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions.

      (d) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

      (e) Securities distributed to holders of Book-Entry Preferred Securities
(as defined in the applicable Trust Agreement) upon the dissolution of the Trust
shall be distributed in the form of one or more Global Securities registered in
the name of a Depositary or its nominee, and deposited with the Securities
Registrar, as custodian for such Depositary, or with such Depositary, for credit
by the Depositary to the respective accounts of the beneficial owners of the
Securities represented thereby (or such other accounts as they may direct).
Securities distributed to holders of Preferred Securities other than Book-Entry
Preferred Securities upon the dissolution of the Trust shall not be issued in
the form of a Global Security or any other form intended to facilitate
book-entry trading in beneficial interests in such Securities.

      (f) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Depository
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Depositary Participants. The Securities Registrar and the Trustee shall be
entitled to deal with the Depositary for all purposes of this Indenture relating
to a Global Security (including the payment of principal and interest thereon
and the giving of instructions or directions by owners of beneficial interests
therein and the giving of notices) as the sole Holder of the Security and shall
have no obligations to the owners of beneficial interests therein. Neither the
Trustee nor the Securities Registrar shall have any liability in respect of any
transfers effected by the Depositary.

                                       29
<PAGE>

      (g) The rights of owners of beneficial interests in a Global Security
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Depositary Participants.

      (h) No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global Security for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.

      SECTION 3.5. Registration, Transfer and Exchange Generally.

      (a) The Trustee shall cause to be kept at the Corporate Trust Office a
register (the "Securities Register") in which the registrar and transfer agent
with respect to the Securities (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of Securities and of transfers and exchanges of Securities. The Trustee shall at
all times also be the Securities Registrar. The provisions of Article VI shall
apply to the Trustee in its role as Securities Registrar.

      (b) Upon surrender for registration of transfer of any Security at the
offices or agencies of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denominations of the same series and of like tenor and aggregate
principal amount.

      (c) At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations, of the same series and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged
at such office or agency. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

      (d) All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

      (e) Every Security presented or surrendered for transfer or exchange shall
(if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written

                                       30
<PAGE>

instrument of transfer in form satisfactory to the Company and the Securities
Registrar, duly executed by the Holder thereof or such Holder's attorney duly
authorized in writing.

      (f) No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company and the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Securities.

      (g) Neither the Company nor the Trustee shall be required pursuant to the
provisions of this Section 3.5, (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business
fifteen (15) days before the day of selection for redemption of Securities
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

      (h) The Company shall designate an office or offices or agency or agencies
where Securities may be surrendered for registration or transfer or exchange.
The Company initially designates the Corporate Trust Office as its office and
agency for such purposes. The Company shall give prompt written notice to the
Trustee and to the Holders of any change in the location of any such office or
agency.

      SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

      (a) If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and aggregate principal amount and bearing a number not
contemporaneously outstanding.

      (b) If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security, a new Security of the
same series and of like tenor and aggregate principal amount as such destroyed,
lost or stolen Security, and bearing a number not contemporaneously outstanding.

      (c) If any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

      (d) Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                                       31
<PAGE>

      (e) Every new Security issued pursuant to this Section 3.6 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

      (f) The provisions of this Section 3.6 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

      SECTION 3.7. Persons Deemed Owners.

      The Company, the Trustee and any agent of the Company or the Trustee shall
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any interest
on such Security and for all other purposes whatsoever, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

      SECTION 3.8. Cancellation.

      All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section 3.8, except as expressly
permitted by this Indenture. All canceled Securities shall be disposed of by the
Trustee in accordance with its customary practices and the Trustee shall deliver
to the Company a certificate of such disposition.

      SECTION 3.9. Deferrals of Interest Payment Dates.

      (a) So long as no Event of Default pursuant to Sections 5.1(c), (e) or (f)
has occurred and is continuing, the Company shall have the right, at any time
and from time to time during the term of the applicable Security, to defer the
payment of interest on such Securities for a period of up to twenty (20)
consecutive quarterly interest payment periods (each such period, an "Extension
Period"), during which Extension Period(s), the Company shall have the right to
make no payments or partial payments of interest on any Interest Payment Date
(except any Additional Tax Sums that otherwise may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date and no
Extension Period shall extend beyond the Stated Maturity of the principal of the
applicable Securities. No interest shall be due and payable during an Extension
Period, except at the end thereof, but each installment of interest that would
otherwise have been due and payable during such Extension Period shall bear
Additional Interest (to the extent payment of such interest would be legally
enforceable) at a variable rate per annum, reset quarterly, equal to LIBOR plus
2.18%, compounded quarterly, from the dates on which amounts would have
otherwise been due and payable until paid or until funds for the

                                       32
<PAGE>

payment thereof have been made available for payment. At the end of any such
Extension Period, the Company shall pay all interest then accrued and unpaid on
such Securities together with such Additional Interest. Prior to the termination
of any such Extension Period, the Company may extend such Extension Period and
further defer the payment of interest; provided, that (i) all such previous and
further extensions comprising such Extension Period do not exceed twenty (20)
quarterly interest payment periods, (ii) no Extension Period shall end on a date
other than an Interest Payment Date and (iii) no Extension Period shall extend
beyond the Stated Maturity of the principal of the applicable Securities. Upon
the termination of any such Extension Period and upon the payment of all accrued
and unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period; provided, that (i)
such Extension Period does not exceed twenty (20) quarterly interest payment
periods, (ii) no Extension Period shall end on a date other than an Interest
Payment Date and (iii) no Extension Period shall extend beyond the Stated
Maturity of the principal of the applicable Securities. The Company shall give
(i) the Holders of the applicable Securities, (ii) the Trustee, (iii) the
Property Trustee and (iv) any beneficial owner of the Preferred Securities of
the corresponding series reasonably identified to the Company (which
identification may be made either by such beneficial owner or by the Placement
Agent or the Purchaser) written notice of its election to begin any such
Extension Period at least five (5) Business Days prior to the next succeeding
Interest Payment Date on which interest on such Securities would be payable but
for such deferral.

      (b) In connection with any such Extension Period, the Company shall be
subject to the restrictions set forth in Section 10.6(a).

      SECTION 3.10. Right of Set-Off.

      Notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any Security to the extent the Company has theretofore made, or is concurrently
on the date of such payment making, a payment under the Guarantee Agreement
relating to such Security or to a holder of Preferred Securities of the
corresponding series pursuant to an action undertaken under Section 5.8 of this
Indenture.

      SECTION 3.11. Agreed Tax Treatment.

      Each Security issued hereunder shall provide that the Company and, by its
acceptance or acquisition of a Security or a beneficial interest therein, the
Holder of, and any Person that acquires a direct or indirect beneficial interest
in, such Security, intend and agree to treat such Security as indebtedness of
the Company for United States Federal, state and local tax purposes and to treat
the Preferred Securities (including but not limited to all payments and proceeds
with respect to the Preferred Securities) as an undivided beneficial ownership
interest in the Securities (and payments and proceeds therefrom, respectively)
for United States Federal, state and local tax purposes. The provisions of this
Indenture shall be interpreted to further this intention and agreement of the
parties.

                                       33
<PAGE>

      SECTION 3.12. CUSIP Numbers.

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption and other similar or related materials as a convenience to
Holders; provided, that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.

                                   ARTICLE IV

                           Satisfaction and Discharge

      SECTION 4.1. Satisfaction and Discharge of Indenture.

      This Indenture shall, upon Company Request, cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and as otherwise provided in this
Section 4.1) and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

      (a) either

            (i) all Securities theretofore authenticated and delivered (other
      than (A) Securities that have been mutilated, destroyed, lost or stolen
      and that have been replaced or paid as provided in Section 3.6 and (B)
      Securities for whose payment money has theretofore been deposited in trust
      or segregated and held in trust by the Company and thereafter repaid to
      the Company or discharged from such trust as provided in Section 10.2)
      have been delivered to the Trustee for cancellation; or

            (ii) all such Securities not theretofore delivered to the Trustee
      for cancellation

                  (A) have become due and payable, or

                  (B)   will become due and payable at their Stated Maturity
                        within one year of the date of deposit, or

                  (C)   are to be called for redemption within one year under
                        arrangements satisfactory to the Trustee for the giving
                        of notice of redemption by the Trustee in the name, and
                        at the expense, of the Company,

      and the Company, in the case of subclause (ii)(A), (B) or (C) above, has
      deposited or caused to be deposited with the Trustee as trust funds in
      trust for such purpose (x) an amount in the currency or currencies in
      which the Securities are payable, (y) Government Obligations which through
      the scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than the due date of
      any

                                       34
<PAGE>

      payment, money in an amount or (z) a combination thereof, in each case
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay and discharge the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal and any premium and interest (including any Additional Interest)
      to the date of such deposit (in the case of Securities that have become
      due and payable) or to the Stated Maturity (or any date of principal
      repayment upon early maturity) or Redemption Date, as the case may be;

      (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

      (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the obligations of
the Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 4.1, the obligations of the Trustee under Section 4.2 and Section
10.2(e) shall survive.

      SECTION 4.2. Application of Trust Money.

      Subject to the provisions of Section 10.2(e), all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment in accordance with Section 3.1, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest (including any Additional Interest) for the payment of
which such money or obligations have been deposited with or received by the
Trustee. Moneys held by the Trustee under this Section 4.2 shall not be subject
to the claims of holders of Senior Debt under Article XII.

                                   ARTICLE V

                                    Remedies

      SECTION 5.1. Events of Default.

      "Event of Default" means, wherever used herein with respect to the
Securities of a given series, any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                                       35
<PAGE>

      (a) default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, when it becomes
due and payable, and continuance of such default for a period of thirty (30)
days (subject to the deferral of any due date in the case of an Extension
Period); or

      (b) default in the payment of the principal of or any premium on any
Security of that series at its Maturity; or

      (c) default in the payment of any interest upon any Security of that
series, including any Additional Interest in respect thereof, following the
nonpayment of any such interest for twenty (20) or more consecutive quarterly
interest payment periods; or

      (d) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture and continuance of such default or breach for a
period of thirty (30) days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least twenty five percent (25%) in aggregate principal
amount of the Outstanding Securities of that series a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or

      (e) the entry by a court having jurisdiction in the premises of a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable Federal or state
bankruptcy, insolvency, reorganization or other similar law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of sixty (60) consecutive days; or

      (f) the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by the Company to the institution of
bankruptcy or insolvency proceedings against it, or the filing by the Company of
a petition or answer or consent seeking reorganization or relief under any
applicable Federal or state bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due and its willingness to be adjudicated
a bankrupt or insolvent, or the taking of corporate action by the Company in
furtherance of any such action; or

      (g) the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence, except
in connection with (1) the distribution of the Securities to holders of the
Preferred Securities in liquidation of their interests in the Trust, (2) the
redemption of all of the outstanding Preferred Securities or (3) certain
mergers, consolidations or amalgamations, each as and to the extent permitted by
the Trust Agreement.

                                       36
<PAGE>

      SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

      (a) If an Event of Default pursuant to Sections 5.1(c), (e) or (f) occurs
and is continuing, then and in every such case the Trustee or the Holders of not
less than twenty five percent (25%) in principal amount of the Outstanding
Securities of a given series may declare the principal amount of all the
Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided, that
if, upon an Event of Default pursuant to Sections 5.1(c), (e) or (f), the
Trustee or the Holders of not less than twenty five percent (25%) in principal
amount of the Outstanding Securities of that series fail to declare the
principal of all such Outstanding Securities to be immediately due and payable,
the holders of at least twenty five percent (25%) in aggregate Liquidation
Amount (as defined in the Trust Agreement) of the Preferred Securities of the
corresponding series then outstanding shall have the right to make such
declaration by a notice in writing to the Property Trustee, the Company and the
Trustee; and upon any such declaration the principal amount of and the accrued
interest (including any Additional Interest) on all the Securities of that
series shall become immediately due and payable.

      (b) At any time after such a declaration of acceleration with respect to
Securities of a given series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article V, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Indenture
Trustee, or the Holders of a majority in aggregate liquidation amount of the
Preferred Securities of the corresponding series, by written notice to the
Property Trustee, the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

            (i) the Company has paid or deposited with the Trustee a sum
      sufficient to pay:

                  (A)   all overdue installments of interest on all Securities
                        of that Series,

                  (B)   any accrued Additional Interest on all Securities of
                        that Series,

                  (C)   the principal of and any premium on any Securities of
                        that Series that have become due otherwise than by such
                        declaration of acceleration and interest (including any
                        Additional Interest) thereon at the rate borne by such
                        Securities, and

                  (D)   all sums paid or advanced by the Trustee hereunder and
                        the reasonable compensation, expenses, disbursements and
                        advances of the Trustee, the Property Trustee and their
                        agents and counsel; and

            (ii) all Events of Default with respect to Securities of that
      series, other than the non-payment of the principal of Securities that has
      become due solely by such acceleration, have been cured or waived as
      provided in Section 5.13;

                                       37
<PAGE>

provided, that if the Holders of such Securities fail to annul such declaration
and waive such default, the holders of not less than a majority in aggregate
Liquidation Amount (as defined in the Trust Agreement) of the Preferred
Securities of the corresponding series then outstanding shall also have the
right to rescind and annul such declaration and its consequences by written
notice to the Property Trustee, the Company and the Trustee, subject to the
satisfaction of the conditions set forth in paragraph (b) of this Section 5.2.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.

      SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      (a) The Company covenants that if:

            (i) default is made in the payment of any installment of interest
      (including any Additional Interest) on any Security of a given series when
      such interest becomes due and payable and such default continues for a
      period of thirty (30) days, or

            (ii) default is made in the payment of the principal of and any
      premium on any such Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest (including any
Additional Interest) and, in addition thereto, all amounts owing the Trustee
under Section 6.6.

      (b) If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

      (c) If an Event of Default with respect to Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

      SECTION 5.4. Trustee May File Proofs of Claim.

      In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or similar judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized hereunder in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or

                                       38
<PAGE>

other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
first pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts owing the Trustee, any predecessor Trustee and other Persons
under Section 6.6.

      SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, subject to
Article XII and after provision for the payment of all the amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

      SECTION 5.6. Application of Money Collected.

      Any money or property collected or to be applied by the Trustee with
respect to the Securities pursuant to this Article V shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal or any premium or
interest (including any Additional Interest), upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

      FIRST: To the payment of all amounts due the Trustee, any predecessor
Trustee and other Persons under Section 6.6;

      SECOND: To the payment of all Senior Debt of the Company if and to the
extent required by Article XII.

      THIRD: Subject to Article XII, to the payment of the amounts then due and
unpaid upon the Securities for principal and any premium and interest (including
any Additional Interest) in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and any
premium and interest (including any Additional Interest), respectively; and

      FOURTH: The balance, if any, to the Person or Persons entitled thereto.

      SECTION 5.7. Limitation on Suits.

      Subject to Section 5.8, no Holder of any Securities shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:

                                       39
<PAGE>

      (a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of a given series;

      (b) the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee hereunder;

      (c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

      (d) the Trustee after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding for sixty (60) days; and

      (e) no direction inconsistent with such written request has been given to
the Trustee during such sixty (60)-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities of the applicable
series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

      SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium
and Interest; Direct Action by Holders of Preferred Securities.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium on such Security at its Maturity and
payment of interest (including any Additional Interest) on such Security when
due and payable and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder. Any
registered holder of Preferred Securities shall have the right, upon the
occurrence of an Event of Default described in Section 5.1(a), Section 5.1(b) or
Section 5.1(c), to institute a suit directly against the Company for enforcement
of payment to such holder of principal of and any premium and interest
(including any Additional Interest) on the Securities of the corresponding
series having a principal amount equal to the aggregate Liquidation Amount (as
defined in the Trust Agreement) of the Preferred Securities held by such holder.

      SECTION 5.9. Restoration of Rights and Remedies.

      If the Trustee, any Holder or any holder of Preferred Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of
Preferred Securities, then and in every such case the Company, the Trustee, such
Holders and such holder of Preferred Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder,

                                       40
<PAGE>

and thereafter all rights and remedies of the Trustee, such Holder and such
holder of Preferred Securities shall continue as though no such proceeding had
been instituted.

      SECTION 5.10. Rights and Remedies Cumulative.

      Except as otherwise provided in Section 3.6(f), no right or remedy herein
conferred upon or reserved to the Trustee or the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      SECTION 5.11. Delay or Omission Not Waiver.

      No delay or omission of the Trustee, any Holder of any Securities or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article V or by law to the Trustee or to the Holders and
the right and remedy given to the holders of Preferred Securities by Section 5.8
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee, the Holders or the holders of Preferred Securities, as the case may
be.

      SECTION 5.12. Control by Holders.

      The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee; provided, that:

      (a) such direction shall not be in conflict with any rule of law or with
this Indenture,

      (b) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction, and

      (c) subject to the provisions of Section 6.2, the Trustee shall have the
right to decline to follow such direction if a Responsible Officer or Officers
of the Trustee shall, in good faith, reasonably determine that the proceeding so
directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

      SECTION 5.13. Waiver of Past Defaults.

      (a) The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of a given series and the holders of a majority in
aggregate Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities of the corresponding series may waive any past Event of
Default hereunder and its consequences except an Event of Default:

                                       41
<PAGE>

            (i) in the payment of the principal of or any premium or interest
      (including any Additional Interest) on any Security of that series (unless
      such Event of Default has been cured and the Company has paid to or
      deposited with the Trustee a sum sufficient to pay all installments of
      interest (including any Additional Interest) due and past due and all
      principal of and any premium on all such Securities due otherwise than by
      acceleration), or

            (ii) in respect of a covenant or provision hereof that under Article
      IX cannot be modified or amended without the consent of each Holder of any
      Outstanding Security of that series.

      (b) Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities of that series or, in the case of a waiver by holders of
Preferred Securities issued by such Trust, by all holders of Preferred
Securities of the corresponding series.

      (c) Upon any such waiver, such Event of Default shall cease to exist and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon.

      SECTION 5.14. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than ten percent (10%) in aggregate principal amount of
the Outstanding Securities of a given series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or any premium on
a Security after the Stated Maturity or any interest (including any Additional
Interest) on any Security after it is due and payable.

      SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                       42
<PAGE>

                                   ARTICLE VI

                                  The Trustee

      SECTION 6.1. Corporate Trustee Required.

      There shall at all times be a Trustee hereunder with respect to the
Securities. The Trustee shall be a corporation organized and doing business
under the laws of the United States or of any state thereof, authorized to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or state
authority and having an office within the United States. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of such supervising or examining authority, then, for the purposes
of this Section 6.1, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.1, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI.

      SECTION 6.2. Certain Duties and Responsibilities.

      (a) Except during the continuance of an Event of Default:

            (i) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture;
      provided, that in the case of any such certificates or opinions that by
      any provision hereof are specifically required to be furnished to the
      Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they substantially conform on their face to the
      requirements of this Indenture.

      (b) If an Event of Default known to the Trustee has occurred and is
continuing, the Trustee shall, prior to the receipt of directions, if any, from
the Holders of at least a majority in aggregate principal amount of the
applicable series of Outstanding Securities, exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

      (c) Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or

                                       43
<PAGE>

affording protection to the Trustee shall be subject to the provisions of this
Section 6.2. To the extent that, at law or in equity, the Trustee has duties and
liabilities relating to the Holders, the Trustee shall not be liable to any
Holder for the Trustee's good faith reliance on the provisions of this
Indenture. The provisions of this Indenture, to the extent that they restrict
the duties and liabilities of the Trustee otherwise existing at law or in
equity, are agreed by the Company and the Holders to replace such other duties
and liabilities of the Trustee.

      (d) No provisions of this Indenture shall be construed to relieve the
Trustee from liability with respect to matters that are within the authority of
the Trustee under this Indenture for its own negligent action, negligent failure
to act or willful misconduct, except that:

            (i) the Trustee shall not be liable for any error or judgment made
      in good faith by an authorized officer of the Trustee, unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts;

            (ii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of at least a majority in aggregate principal
      amount of the Outstanding Securities, acting collectively or, if permitted
      for a given matter, as a separate series, relating to the time, method and
      place of conducting any proceeding for any remedy available to the Trustee
      under this Indenture; and

            (iii) the Trustee shall be under no liability for interest on any
      money received by it hereunder except as otherwise agreed with the Company
      and money held by the Trustee in trust hereunder need not be segregated
      from other funds except to the extent required by law.

      SECTION 6.3. Notice of Defaults.

      Within ninety (90) days after the occurrence of any default actually known
to the Trustee, the Trustee shall give the Holders of the applicable series of
Securities notice of such default unless such default shall have been cured or
waived; provided, that except in the case of a default in the payment of the
principal of or any premium or interest on any Securities, the Trustee shall be
fully protected in withholding the notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that withholding
the notice is in the interest of the holders of such Securities; and provided,
that in the case of any default of the character specified in Section 5.1(d), no
such notice to Holders shall be given until at least thirty (30) days after the
occurrence thereof. For the purpose of this Section 6.3, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default.

      SECTION 6.4. Certain Rights of Trustee.

      Subject to the provisions of Section 6.2:

      (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting in good faith and in accordance with the terms
hereof upon any resolution,

                                       44
<PAGE>

certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

      (b) if (i) in performing its duties under this Indenture the Trustee is
required to decide between alternative courses of action, (ii) in construing any
of the provisions of this Indenture the Trustee finds ambiguous or inconsistent
with any other provisions contained herein or (iii) the Trustee is unsure of the
application of any provision of this Indenture, then, except as to any matter as
to which the Holders are entitled to decide under the terms of this Indenture,
the Trustee shall deliver a notice to the Company requesting the Company's
written instruction as to the course of action to be taken and the Trustee shall
take such action, or refrain from taking such action, as the Trustee shall be
instructed in writing to take, or to refrain from taking, by the Company;
provided, that if the Trustee does not receive such instructions from the
Company within ten Business Days after it has delivered such notice or such
reasonably shorter period of time set forth in such notice the Trustee may, but
shall be under no duty to, take such action, or refrain from taking such action,
as the Trustee shall deem advisable and in the best interests of the Holders, in
which event the Trustee shall have no liability except for its own negligence,
bad faith or willful misconduct;

      (c) any request or direction of the Company shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution;

      (d) the Trustee may consult with counsel (which counsel may be counsel to
the Trustee, the Company or any of its Affiliates, and may include any of its
employees) and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

      (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses (including reasonable attorneys' fees and expenses) and
liabilities that might be incurred by it in compliance with such request or
direction, including reasonable advances as may be requested by the Trustee;

      (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, indenture,
note or other paper or document, but the Trustee in its discretion may make such
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

      (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney, custodian or
nominee appointed with due care by it hereunder;

                                       45
<PAGE>

      (h) whenever in the administration of this Indenture the Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy
or right or taking any other action with respect to enforcing any remedy or
right hereunder, the Trustees (i) may request instructions from the Holders
(which instructions may only be given by the Holders of the same series and
aggregate principal amount of Outstanding Securities as would be entitled to
direct the Trustee under this Indenture in respect of such remedy, right or
action), (ii) may refrain from enforcing such remedy or right or taking such
action until such instructions are received and (iii) shall be protected in
acting in accordance with such instructions;

      (i) except as otherwise expressly provided by this Indenture, the Trustee
shall not be under any obligation to take any action that is discretionary under
the provisions of this Indenture;

      (j) without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with any bankruptcy, insolvency or other proceeding referred to in
clauses (d) or (e) of the definition of Event of Default, such expenses
(including legal fees and expenses of its agents and counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy laws or law relating to creditors rights
generally;

      (k) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate addressing such matter, which,
upon receipt of such request, shall be promptly delivered by the Company;

      (l) the Trustee shall not be charged with knowledge of any Event of
Default unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge or (ii) the Trustee shall have received notice thereof from the
Company or a Holder; and

      (m) in the event that the Trustee is also acting as Paying Agent,
Authenticating Agent or Securities Registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Article VI shall also be
afforded such Paying Agent, Authenticating Agent, or Securities Registrar.

      SECTION 6.5. May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

      SECTION 6.6. Compensation; Reimbursement; Indemnity.

      (a) The Company agrees

                                       46
<PAGE>

            (i) to pay to the Trustee from time to time reasonable compensation
      for all services rendered by it hereunder in such amounts as the Company
      and the Trustee shall agree from time to time (which compensation shall
      not be limited by any provision of law in regard to the compensation of a
      trustee of an express trust);

            (ii) to reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Indenture (including the reasonable
      compensation and the expenses and disbursements of its agents and
      counsel), except any such expense, disbursement or advance as may be
      attributable to its negligence, bad faith or willful misconduct; and

            (iii) to the fullest extent permitted by applicable law, to
      indemnify the Trustee and its Affiliates, and their officers, directors,
      shareholders, agents, representatives and employees for, and to hold them
      harmless against, any loss, damage, action, suit, liability, tax (other
      than income, franchise or other taxes imposed on amounts paid pursuant to
      (i) or (ii) hereof), penalty, expense or claim of any kind or nature
      whatsoever incurred without negligence, bad faith or willful misconduct on
      its part arising out of or in connection with the acceptance or
      administration of this trust or the performance of the Trustee's duties
      hereunder, including the costs and expenses of defending itself against
      any claim or liability in connection with the exercise or performance of
      any of its powers or duties hereunder.

      (b) To secure the Company's payment obligations in this Section 6.6, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee. Such lien shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee.

      (c) The obligations of the Company under this Section 6.6 shall survive
the satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

      (d) In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

      (e) In no event shall the Trustee be liable for any failure or delay in
the performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Indenture.

      SECTION 6.7. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.8.

                                       47
<PAGE>

      (b) The Trustee may resign at any time by giving written notice thereof to
the Company.

      (c) Unless an Event of Default shall have occurred and be continuing, the
Trustee may be removed at any time by the Company by a Board Resolution. If an
Event of Default shall have occurred and be continuing, the Trustee may be
removed by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, delivered to the Trustee and to the Company.

      (d) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any reason, at a time
when no Event of Default shall have occurred and be continuing, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee, and such
successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 6.8. If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any reason, at a time when an Event of Default shall have occurred and be
continuing, the Holders, by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities, shall promptly appoint a
successor Trustee, and such successor Trustee and the retiring Trustee shall
comply with the applicable requirements of Section 6.8. If no successor Trustee
shall have been so appointed by the Company or the Holders and accepted
appointment within sixty (60) days after the giving of a notice of resignation
by the Trustee or the removal of the Trustee in the manner required by Section
6.8, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of such Holder and all others similarly situated, and any
resigning Trustee may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

      (e) The Company shall give notice to all Holders in the manner provided in
Section 1.6 of each resignation and each removal of the Trustee and each
appointment of a successor Trustee. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

      SECTION 6.8. Acceptance of Appointment by Successor.

      (a) In case of the appointment hereunder of a successor Trustee, each
successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

      (b) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all rights, powers and trusts referred to in paragraph
(a) of this Section 6.8.

                                       48
<PAGE>

      (c) No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article VI.

      SECTION 6.9. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided,
that such Person shall be otherwise qualified and eligible under this Article
VI. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
or as otherwise provided above in this Section 6.9 to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated, and in case any Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which it is
provided anywhere in the Securities or in this Indenture that the certificate of
the Trustee shall have.

      SECTION 6.10. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.

      SECTION 6.11. Appointment of Authenticating Agent.

      (a) The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities, which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any State or Territory thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 6.11 the combined capital and surplus of such Authenticating
Agent shall be deemed to be its

                                       49
<PAGE>

combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 6.11, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section 6.11.

      (b) Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person succeeding to all or substantially all of the corporate
trust business of an Authenticating Agent shall be the successor Authenticating
Agent hereunder, provided such Person shall be otherwise eligible under this
Section 6.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

      (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.11, the Trustee may appoint a successor
Authenticating Agent eligible under the provisions of this Section 6.11, which
shall be acceptable to the Company, and shall give notice of such appointment to
all Holders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.

      (d) The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.11 in such
amounts as the Company and the Authenticating Agent shall agree from time to
time.

      (e) If an appointment of an Authenticating Agent is made pursuant to this
Section 6.11, the Securities may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

This is one of the Securities designated therein referred to in the within
mentioned Indenture.

Dated:

                                      Wilmington Trust Company, not in its
                                      individual capacity, but solely as Trustee

                                      __________________________________________
                                      Authenticating Agent

                                      By: ______________________________________
                                           Authorized Officer

                                       50
<PAGE>

                                  ARTICLE VII

               Holder's Lists and Reports by Trustee and Company

      SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

      The Company will furnish or cause to be furnished to the Trustee:

      (a) semi-annually, on or before June 30 and December 31 of each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of a date not more than fifteen (15) days prior to
the delivery thereof, and

      (b) at such other times as the Trustee may request in writing, within
thirty (30) days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than fifteen (15) days prior to
the time such list is furnished, in each case to the extent such information is
in the possession or control of the Company and has not otherwise been received
by the Trustee in its capacity as Securities Registrar.

      SECTION 7.2. Preservation of Information, Communications to Holders.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

      (b) The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

      (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

      SECTION 7.3. Reports by Company and Trustee.

      (a) The Company shall furnish to the Holders and to prospective purchasers
of Securities, upon their request, the information required to be furnished
pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish
to the Trustee and, so long as the Property Trustee holds any of the Securities,
the Company shall furnish to the Property Trustee, reports on Form FR Y-9C
promptly following their filing with the Federal Reserve.

      (b) The Company shall furnish to (i) the Holders and to subsequent holders
of Securities, (ii) the Purchaser, (iii) any beneficial owner of the Securities
reasonably identified to the Company (which identification may be made either by
such beneficial owner or by the

                                       51
<PAGE>

Placement Agent or the Purchaser) and (iv) any designee of (i), (ii) or (iii)
above, a duly completed and executed certificate in the form attached hereto as
Exhibit A, including the financial statements referenced in such Exhibit, which
certificate and financial statements shall be so furnished by the Company not
later than forty five (45) days after the end of each of the first three fiscal
quarters of each fiscal year of the Company and not later than ninety (90) days
after the end of each fiscal year of the Company.

      (c) The Trustee shall receive all reports, certificates and information
which it is entitled to receive under each of the Operative Documents (as
defined in the Trust Agreement), and deliver to (i) the Purchaser, (ii) the
Placement Agent and (iii) a designee of (i) or (ii) above as identified in
writing to the Property Trustee, all such reports, certificates or information
promptly upon receipt thereof.

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

      SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

      (a) if the Company shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, the entity formed by such consolidation or into which the Company
is merged or the Person that acquires by conveyance or transfer, or that leases,
the properties and assets of the Company substantially as an entirety shall be
an entity organized and existing under the laws of the United States of America
or any State or Territory thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest (including any
Additional Interest) on all the Securities and the performance of every covenant
of this Indenture on the part of the Company to be performed or observed;

      (b) immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time, or both, would
constitute an Event of Default, shall have happened and be continuing; and

      (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection
with such transaction, any such supplemental indenture comply with this Article
VIII and that all conditions precedent herein provided for relating to such
transaction have been complied with; and the Trustee may rely upon such
Officers' Certificate and Opinion of Counsel as conclusive evidence that such
transaction complies with this Section 8.1.

                                       52
<PAGE>

      SECTION 8.2. Successor Company Substituted.

      (a) Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1 and the execution and delivery to the Trustee of the supplemental indenture
described in Section 8.1(a), the successor entity formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein; and in the event of
any such conveyance or transfer, following the execution and delivery of such
supplemental indenture, the Company shall be discharged from all obligations and
covenants under the Indenture and the Securities.

      (b) Such successor Person may cause to be executed, and may issue either
in its own name or in the name of the Company, any or all of the Securities
issuable hereunder that theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities that previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
that such successor Person thereafter shall cause to be executed and delivered
to the Trustee on its behalf. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture.

      (c) In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate to reflect such occurrence.

                                   ARTICLE IX

                            Supplemental Indentures

      SECTION 9.1. Supplemental Indentures without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form reasonably satisfactory
to the Trustee, for any of the following purposes:

      (a) to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company herein and in
the Securities; or

      (b) to cure any ambiguity, to correct or supplement any provision herein
that may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture, which shall not be inconsistent with the other provisions of
this Indenture, provided, that such action pursuant to this clause (b) shall

                                       53
<PAGE>

not adversely affect in any material respect the interests of any Holders or the
holders of the Preferred Securities; or

      (c) to add to the covenants, restrictions or obligations of the Company or
to add to the Events of Default, provided, that such action pursuant to this
clause (c) shall not adversely affect in any material respect the interests of
any Holders or the holders of the Preferred Securities; or

      (d) to modify, eliminate or add to any provisions of the Indenture or the
Securities to such extent as shall be necessary to ensure that the Securities
are treated as indebtedness of the Company for United States Federal income tax
purposes, provided, that such action pursuant to this clause (d) shall not
adversely affect in any material respect the interests of any Holders or the
holders of the Preferred Securities.

      SECTION 9.2. Supplemental Indentures with Consent of Holders.

      (a) With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; provided, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security of an affected securities,

            (i) change the Stated Maturity of the principal or any premium of
      any Security or change the date of payment of any installment of interest
      (including any Additional Interest) on any Security, or reduce the
      principal amount thereof or the rate of interest thereon or any premium
      payable upon the redemption thereof or change the place of payment where,
      or the coin or currency in which, any Security or interest thereon is
      payable, or restrict or impair the right to institute suit for the
      enforcement of any such payment on or after such date, or

            (ii) reduce the percentage in aggregate principal amount of the
      Outstanding Securities, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver of compliance with any provision of this Indenture or of
      defaults hereunder and their consequences provided for in this Indenture,
      or

            (iii) modify any of the provisions of this Section 9.2, Section 5.13
      or Section 10.7, except to increase any percentage in aggregate principal
      amount of the Outstanding Securities, the consent of whose Holders is
      required for any reason, or to provide that certain other provisions of
      this Indenture cannot be modified or waived without the consent of the
      Holder of each Security;

provided, further, that, so long as any Preferred Securities of an affected
series remain outstanding, no amendment under this Section 9.2 shall be
effective until the holders of a majority in Liquidation Amount (as defined in
the Trust Agreement) of the Trust Securities of

                                       54
<PAGE>

such series shall have consented to such amendment; provided, further, that if
the consent of the holder of each Outstanding Security is required for any
amendment under this Indenture, such amendment shall not be effective until the
holder of each Outstanding Trust Security shall have consented to such
amendment.

      (b) It shall not be necessary for any Act of Holders under this Section
9.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof. SECTION
9.3. Execution of Supplemental Indentures.

      In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in conclusively relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties,
indemnities or immunities under this Indenture or otherwise. Copies of the final
form of each supplemental indenture shall be delivered by the Trustee at the
expense of the Company to each Holder, and, if the Trustee is the Property
Trustee, to each holder of Preferred Securities, promptly after the execution
thereof.

      SECTION 9.4. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article IX,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

      SECTION 9.5. Reference in Securities to Supplemental Indentures.

      Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and shall if required by
the Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

                                       55
<PAGE>

                                   ARTICLE X

                                   Covenants

      SECTION 10.1. Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of the Securities that it
will duly and punctually pay the principal of and any premium and interest
(including any Additional Interest) on the Securities in accordance with the
terms of the Securities and this Indenture.

      SECTION 10.2. Money for Security Payments to be Held in Trust.

      (a) If the Company shall at any time act as its own Paying Agent with
respect to the Securities, it will, on or before each due date of the principal
of and any premium or interest (including any Additional Interest) on the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest
(including Additional Interest) so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee in writing of its failure so to act.

      (b) Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of or
any premium or interest (including any Additional Interest) on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided in the Trust Indenture Act and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to act.

      (c) The Company will cause each Paying Agent for the Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 10.2, that such Paying Agent will (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities.

      (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

      (e) Any money deposited with the Trustee or any Paying Agent, or then held
by the Company in trust for the payment of the principal of and any premium or
interest (including any Additional Interest) on any Security and remaining
unclaimed for two years after such principal

                                       56
<PAGE>

and any premium or interest has become due and payable shall (unless otherwise
required by mandatory provision of applicable escheat or abandoned or unclaimed
property law) be paid on Company Request to the Company, or (if then held by the
Company) shall (unless otherwise required by mandatory provision of applicable
escheat or abandoned or unclaimed property law) be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

      SECTION 10.3. Statement as to Compliance.

      The Company shall deliver to the Trustee, within one hundred and twenty
(120) days after the end of each fiscal year of the Company ending after the
date hereof, an Officers' Certificate covering the preceding fiscal year,
stating whether or not to the knowledge of the signers thereof the Company is in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder), and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

      SECTION 10.4. Calculation Agent.

      (a) The Company hereby agrees that for so long as any of the Securities
remain Outstanding, there will at all times be an agent appointed to calculate
LIBOR in respect of each Interest Payment Date in accordance with the terms of
Schedule A (the "Calculation Agent"). The Company has initially appointed the
Trustee as Calculation Agent for purposes of determining LIBOR for each Interest
Payment Date. The Calculation Agent may be removed by the Company at any time.
So long as the Property Trustee holds any of the Securities, the Calculation
Agent shall be the Property Trustee. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Company, the Company will promptly
appoint as a replacement Calculation Agent the London office of a leading bank
which is engaged in transactions in Eurodollar deposits in the international
Eurodollar market and which does not control or is not controlled by or under
common control with the Company or its Affiliates. The Calculation Agent may not
resign its duties without a successor having been duly appointed.

      (b) The Calculation Agent shall be required to agree that, as soon as
possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as
defined in Schedule A), but in no event later than 11:00 a.m. (London time) on
the Business Day immediately following each LIBOR Determination Date, the
Calculation Agent will calculate the interest rate (rounded to the nearest cent,
with half a cent being rounded upwards) for the related Interest Payment Date,
and will communicate such rate and amount to the Company, the Trustee, each
Paying Agent and the

                                       57
<PAGE>

Depositary. The Calculation Agent will also specify to the Company the
quotations upon which the foregoing rates and amounts are based and, in any
event, the Calculation Agent shall notify the Company before 5:00 p.m. (London
time) on each LIBOR Determination Date that either: (i) it has determined or is
in the process of determining the foregoing rates and amounts or (ii) it has not
determined and is not in the process of determining the foregoing rates and
amounts, together with its reasons therefor. The Calculation Agent's
determination of the foregoing rates and amounts for any Interest Payment Date
will (in the absence of manifest error) be final and binding upon all parties.
For the sole purpose of calculating the interest rate for the Securities,
"Business Day" shall be defined as any day on which dealings in deposits in
Dollars are transacted in the London interbank market.

      SECTION 10.5. Additional Tax Sums.

      So long as no Event of Default has occurred and is continuing, if (a) the
Trust is the Holder of all of the Outstanding Securities and (b) a Tax Event
described in clause (i) or (iii) in the definition of Tax Event in Section 1.1
hereof has occurred and is continuing, the Company shall pay to the Trust (and
its permitted successors or assigns under the related Trust Agreement) for so
long as the Trust (or its permitted successor or assignee) is the registered
holder of the Outstanding Securities, such amounts as may be necessary in order
that the amount of Distributions (including any Additional Interest Amount (as
defined in the Trust Agreement)) then due and payable by the Trust on the
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (additional such amounts payable by
the Company to the Trust, the "Additional Tax Sums"). Whenever in this Indenture
or the Securities there is a reference in any context to the payment of
principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Tax Sums provided for in this
Section 10.5 to the extent that, in such context, Additional Tax Sums are, were
or would be payable in respect thereof pursuant to the provisions of this
Section 10.5 and express mention of the payment of Additional Tax Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Tax Sums in those provisions hereof where such express mention is not
made; provided, that the deferral of the payment of interest pursuant to Section
3.9 on the Securities shall not defer the payment of any Additional Tax Sums
that may be due and payable.

      SECTION 10.6. Additional Covenants.

      (a) The Company covenants and agrees with each Holder of Securities that
if an Event of Default shall have occurred and be continuing or the Company
shall have given notice of its election to begin an Extension Period with
respect to any series of Securities and shall not have rescinded such notice, or
such Extension Period, or any extension thereof, shall be continuing, it shall
not (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any shares of the
Company's capital stock, or (ii) make any payment of principal of or any
interest or premium on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Securities (other than (A) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment

                                       58
<PAGE>

contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, in connection
with a dividend reinvestment or stockholder stock purchase plan or in connection
with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (B) as a
result of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a Subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(C) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (D) any declaration of a dividend in
connection with any Rights Plan, the issuance of rights, stock or other property
under any Rights Plan or the redemption or repurchase of rights pursuant
thereto, or (E) any dividend in the form of stock, warrants, options or other
rights where the dividend stock or the stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

      (b) The Company also covenants with each Holder of Securities (i) to hold,
directly or indirectly, one hundred percent (100%) of the Common Securities of
the Trust, provided, that any permitted successor of the Company hereunder may
succeed to the Company's ownership of such Common Securities, (ii) as holder of
such Common Securities, not to voluntarily dissolve, wind-up or liquidate the
Trust other than (A) in connection with a distribution of the Securities to the
holders of the Preferred Securities in liquidation of the Trust or (B) in
connection with certain mergers, consolidations or amalgamations permitted by
the Trust Agreement and (iii) to use its reasonable commercial efforts,
consistent with the terms and provisions of the Trust Agreement, to cause the
Trust to continue to be taxable as a grantor trust and not as a corporation for
United States Federal income tax purposes.

      SECTION 10.7. Waiver of Covenants.

      The Company may omit in any particular instance to comply with any
covenant or condition contained in Section 10.6 if, before or after the time for
such compliance, the Holders of at least a majority in aggregate principal
amount of the Outstanding Securities of any affected series shall, by Act of
such Holders, and at least a majority of the aggregate Liquidation Amount (as
defined in the Trust Agreement) of the corresponding Preferred Securities then
outstanding, by consent of such holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company in respect of any such covenant or condition shall
remain in full force and effect.

      SECTION 10.8. Treatment of Securities.

      The Company will treat the Securities as indebtedness, and the amounts
payable in respect of the principal amount of such Securities as interest, for
all U.S. federal income tax purposes. All payments in respect of the Securities
will be made free and clear of U.S.

                                       59
<PAGE>

withholding tax to any beneficial owner thereof that has provided an Internal
Revenue Service Form W-8BEN (or any substitute or successor form) establishing
its non-U.S. status for U.S. federal income tax purposes.

                                   ARTICLE XI

                            Redemption of Securities

      SECTION 11.1. Optional Redemption.

      The Company may, at its option, on any Interest Payment Date, on or after
the fifth (5th) anniversary of the initial Interest Payment Date, redeem a given
series of Securities in whole at any time or in part from time to time, at a
Redemption Price equal to one hundred percent (100%) of the principal amount
thereof (or of the redeemed portion thereof, as applicable), together, in the
case of any such redemption, with accrued interest, including any Additional
Interest, to but excluding the date fixed for redemption; provided, that the
Company shall have received the prior approval of the Federal Reserve with
respect to such redemption if then required.

      SECTION 11.2. Special Event Redemption.

      Upon the occurrence and during the continuation of a Special Event, the
Company may, at its option, redeem the Securities, in whole but not in part, at
a redemption price equal to the Redemption Price specified in Section 11.1
above, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption (the "Special Event Redemption Price"); provided, that the Company
shall have received the prior approval of the Federal Reserve with respect to
such redemption if then required.

      SECTION 11.3. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities in a given series, in
whole or in part, shall be evidenced by or pursuant to a Board Resolution. In
case of any redemption at the election of the Company, the Company shall, not
less than forty five (45) days and not more than seventy five (75) days prior to
the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee and the Property Trustee under the Trust Agreement
in writing of such date and of the principal amount of the Securities to be
redeemed and provide the additional information required to be included in the
notice or notices contemplated by Section 11.5. In the case of any redemption of
Securities, in whole or in part, (a) prior to the expiration of any restriction
on such redemption provided in this Indenture or the Securities or (b) pursuant
to an election of the Company which is subject to a condition specified in this
Indenture or the Securities, the Company shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

                                       60
<PAGE>

      SECTION 11.4. Selection of Securities to be Redeemed.

      (a) If less than all the Securities of a given series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than sixty
(60) days prior to the Redemption Date by the Trustee from the Outstanding
Securities of that series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any or each
Security of that series, provided, that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security.

      (b) The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed.

      (c) The provisions of paragraphs (a) and (b) of this Section 11.4 shall
not apply with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part. In the case of any
such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

      SECTION 11.5. Notice of Redemption.

      (a) Notice of redemption shall be given not later than the thirtieth
(30th) day, and not earlier than the sixtieth (60th) day, prior to the
Redemption Date to each Holder of Securities to be redeemed, in whole or in part
(unless a shorter notice shall be satisfactory to the Property Trustee under the
related Trust Agreement).

      (b) With respect to Securities to be redeemed, in whole or in part, each
notice of redemption shall state:

            (i) the Redemption Date;

            (ii) the Redemption Price or, if the Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the
      estimate of the Redemption Price, as calculated by the Company, together
      with a statement that it is an estimate and that the actual Redemption
      Price will be calculated on the fifth Business Day prior to the Redemption
      Date (and if an estimate is provided, a further notice shall be sent of
      the actual Redemption Price on the date that such Redemption Price is
      calculated);

            (iii) if less than all Outstanding Securities of a series are to be
      redeemed, the identification (and, in the case of partial redemption, the
      respective principal amounts) of the particular Securities to be redeemed;

                                       61
<PAGE>

            (iv) that on the Redemption Date, the Redemption Price will become
      due and payable upon each such Security or portion thereof, and that any
      interest (including any Additional Interest) on such Security or such
      portion, as the case may be, shall cease to accrue on and after said date;
      and

            (v) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price.

      (c) Notice of redemption of Securities to be redeemed, in whole or in
part, at the election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company
and shall be irrevocable. The notice if mailed in the manner provided above
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, a failure to give such notice by mail
or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

      SECTION 11.6. Deposit of Redemption Price.

      Prior to 10:00 a.m., New York City time, on the Redemption Date specified
in the notice of redemption given as provided in Section 11.5, the Company will
deposit with the Trustee or with one or more Paying Agents (or if the Company is
acting as its own Paying Agent, the Company will segregate and hold in trust as
provided in Section 10.2) an amount of money sufficient to pay the Redemption
Price of, and any accrued interest (including any Additional Interest) on, all
the Securities (or portions thereof) that are to be redeemed on that date.

      SECTION 11.7. Payment of Securities Called for Redemption.

      (a) If any notice of redemption has been given as provided in Section
11.5, the Securities or portion of Securities with respect to which such notice
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment specified in
such notice, the Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date.

      (b) Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Original Issue Date,
Stated Maturity and terms.

      (c) If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and any premium on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

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<PAGE>

                                  ARTICLE XII

                          Subordination of Securities

      SECTION 12.1. Securities Subordinate to Senior Debt.

      The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article XII, the payment of the
principal of and any premium and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt.

      SECTION 12.2. No Payment When Senior Debt in Default; Payment Over of
Proceeds Upon Dissolution, Etc.

      (a) In the event and during the continuation of any default by the Company
in the payment of any principal of or any premium or interest on any Senior Debt
(following any grace period, if applicable) when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
of acceleration or otherwise, then, upon written notice of such default to the
Company by the holders of such Senior Debt or any trustee therefor, unless and
until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of
or any premium or interest (including any Additional Interest) on any of the
Securities, or in respect of any redemption, repayment, retirement, purchase or
other acquisition of any of the Securities.

      (b) In the event of a bankruptcy, insolvency or other proceeding described
in clause (d) or (e) of the definition of Event of Default (each such event, if
any, herein sometimes referred to as a "Proceeding"), all Senior Debt (including
any interest thereon accruing after the commencement of any such proceedings)
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the
Securities on account thereof. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
entity provided for by a plan of reorganization or readjustment the payment of
which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities shall be paid or delivered directly to
the holders of Senior Debt in accordance with the priorities then existing among
such holders until all Senior Debt (including any interest thereon accruing
after the commencement of any Proceeding) shall have been paid in full.

      (c) In the event of any Proceeding, after payment in full of all sums
owing with respect to Senior Debt, the Holders of the Securities, together with
the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
and any premium and interest (including any Additional Interest) on the
Securities

                                       63
<PAGE>

and such other obligations before any payment or other distribution, whether in
cash, property or otherwise, shall be made on account of any capital stock or
any obligations of the Company ranking junior to the Securities and such other
obligations. If, notwithstanding the foregoing, any payment or distribution of
any character or any security, whether in cash, securities or other property
(other than securities of the Company or any other entity provided for by a plan
of reorganization or readjustment the payment of which is subordinate, at least
to the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior Debt at
the time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment) shall be received by the Trustee or
any Holder in contravention of any of the terms hereof and before all Senior
Debt shall have been paid in full, such payment or distribution or security
shall be received in trust for the benefit of, and shall be paid over or
delivered and transferred to, the holders of the Senior Debt at the time
outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Debt remaining unpaid, to the
extent necessary to pay all such Senior Debt (including any interest thereon
accruing after the commencement of any Proceeding) in full. In the event of the
failure of the Trustee or any Holder to endorse or assign any such payment,
distribution or security, each holder of Senior Debt is hereby irrevocably
authorized to endorse or assign the same.

      (d) The Trustee and the Holders, at the expense of the Company, shall take
such reasonable action (including the delivery of this Indenture to an agent for
any holders of Senior Debt or consent to the filing of a financing statement
with respect hereto) as may, in the opinion of counsel designated by the holders
of a majority in principal amount of the Senior Debt at the time outstanding, be
necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

      (e) The provisions of this Section 12.2 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

      (f) The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

      SECTION 12.3. Payment Permitted If No Default.

      Nothing contained in this Article XII or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time, except during
the pendency of the conditions described in paragraph (a) of Section 12.2 or of
any Proceeding referred to in Section 12.2, from making payments at any time of
principal of and any premium or interest (including any Additional Interest) on
the Securities or (b) the application by the Trustee of any moneys deposited
with it hereunder to the payment of or on account of the principal of and any
premium or interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have

                                       64
<PAGE>

knowledge (in accordance with Section 12.8) that such payment would have been
prohibited by the provisions of this Article XII, except as provided in Section
12.8.

      SECTION 12.4. Subrogation to Rights of Holders of Senior Debt.

      Subject to the payment in full of all amounts due or to become due on all
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions
of this Article XII (equally and ratably with the holders of all indebtedness of
the Company that by its express terms is subordinated to Senior Debt of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of and
any premium and interest (including any Additional Interest) on the Securities
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XII, and no payments made
pursuant to the provisions of this Article XII to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt, and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

      SECTION 12.5. Provisions Solely to Define Relative Rights.

      The provisions of this Article XII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article XII or elsewhere in this Indenture or in the Securities is intended
to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of and any
premium and interest (including any Additional Interest) on the Securities as
and when the same shall become due and payable in accordance with their terms,
(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than their rights in relation to
the holders of Senior Debt or (c) prevent the Trustee or the Holder of any
Security (or to the extent expressly provided herein, the holder of any
Preferred Security) from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, including filing and voting
claims in any Proceeding, subject to the rights, if any, under this Article XII
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

      SECTION 12.6. Trustee to Effectuate Subordination.

      Each Holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to

                                       65
<PAGE>

acknowledge or effectuate the subordination provided in this Article XII and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

      SECTION 12.7. No Waiver of Subordination Provisions.

      (a) No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.

      (b) Without in any way limiting the generality of paragraph (a) of this
Section 12.7, the holders of Senior Debt may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to such Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XII or the obligations hereunder of such Holders of the Securities to the
holders of Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt
or any instrument evidencing the same or any agreement under which Senior Debt
is outstanding, (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt, (iii) release any Person
liable in any manner for the payment of Senior Debt and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

      SECTION 12.8. Notice to Trustee.

      (a) The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XII or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment to or by the Trustee
in respect of the Securities, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee, agent or representative therefor; provided,
that if the Trustee shall not have received the notice provided for in this
Section 12.8 at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose (including, the
payment of the principal of and any premium on or interest (including any
Additional Interest) on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

      (b) The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or herself to be a holder of
Senior Debt (or a trustee, agent, representative or attorney-in-fact therefor)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee, agent, representative or attorney-in-fact therefor). In the

                                       66
<PAGE>

event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article XII, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article XII, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

      SECTION 12.9. Reliance on Judicial Order or Certificate of Liquidating
Agent.

      Upon any payment or distribution of assets of the Company referred to in
this Article XII, the Trustee and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such Proceeding is pending, or a certificate of
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XII.

      SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt.

      The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article XII or otherwise.

      SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XII with respect to any Senior Debt that may at any
time be held by it, to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

      SECTION 12.12. Article Applicable to Paying Agents.

      If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XII in addition to or in place of the Trustee; provided,
that Sections 12.8 and 12.11 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

                                       67
<PAGE>

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                    * * * *

                                       68
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                MERCANTILE BANK CORPORATION

                                By: /s/ Gerald R. Johnson, Jr.
                                    --------------------------------------------
                                    Gerald R. Johnson, Jr.
                                    Chairman and Chief Executive Officer:

                                WILMINGTON TRUST COMPANY, not in its
                                individual capacity, but solely as Trustee

                                By: /s/ W. Thomas Morris, II
                                    --------------------------------------------
                                    Name: W. Thomas Morris, II
                                    Title: Senior Financial Services Officer

                                       69
<PAGE>

                                                                      SCHEDULE A

                             DETERMINATION OF LIBOR

      With respect to the Securities, the London interbank offered rate
("LIBOR") shall be determined by the Calculation Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):

(1) On the second LIBOR Business Day (as defined below) prior to an Interest
Payment Date (except, with respect to the first interest payment period, two
Business Days prior to the Original Issue Date) (each such day, a "LIBOR
Determination Date"), LIBOR for any given security shall, for the following
interest payment period, equal the rate, as obtained by the Calculation Agent
from Bloomberg Financial Markets Commodities News, for three-month U.S. Dollar
deposits in Europe, which appears on Dow Jones Telerate Page 3750 (as defined in
the International Swaps and Derivatives Association, Inc. 1991 Interest Rate and
Currency Exchange Definitions), or such other page as may replace such Page
3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.

(2) If, on any LIBOR Determination Date, such rate does not appear on Dow Jones
Telerate Page 3750 or such other page as may replace such Page 3750, the
Calculation Agent shall determine the arithmetic mean of the offered quotations
of the Reference Banks (as defined below) to leading banks in the London
interbank market for three-month U.S. Dollar deposits in Europe in an amount
determined by the Calculation Agent by reference to requests for quotations as
of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made
by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination
Date, at least two of the Reference Banks provide such quotations, LIBOR shall
equal such arithmetic mean of such quotations. If, on any LIBOR Determination
Date, only one or none of the Reference Banks provide such quotations, LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the Calculation Agent are quoting on
the relevant LIBOR Determination Date for three-month U.S. Dollar deposits in
Europe in an amount determined by the Calculation Agent by reference to the
principal London offices of leading banks in the London interbank market;
provided that, if the Calculation Agent is required but is unable to determine a
rate in accordance with at least one of the procedures provided above, LIBOR
shall be LIBOR as determined on the previous LIBOR Determination Date.

(3) As used herein: "Reference Banks" means four major banks in the London
interbank market selected by the Calculation Agent; and "LIBOR Business Day"
means a day on which commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) in London.

                                  Schedule A-1
<PAGE>

                                                                       EXHIBIT A

                             Officer's Certificate

      The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
President] hereby certifies, pursuant to Section 7.3(b) of the Junior
Subordinated Indenture, dated as of September 16, 2004, among Mercantile Bank
Corporation (the "Company") and Wilmington Trust Company, as trustee, that, as
of [date], [20__], the Company had the following ratios and balances:

BANK HOLDING COMPANY
As of [Quarterly Financial Dates]

<TABLE>
<S>                                                             <C>
Tier 1 Risk Weighted Assets                                                %
                                                                   -------
Ratio of Double Leverage                                                   %
                                                                   -------
Non-Performing Assets to Loans and OREO                                    %
                                                                   -------
Tangible Common Equity as a Percentage of Tangible Assets                  %
                                                                   -------
Ratio of Reserves to Non-Performing Loans                                  %
                                                                   -------
Ratio of Net Charge-Offs to Loans                                          %
                                                                   -------
Return on Average Assets (annualized)                                      %
                                                                   -------
Net Interest Margin (annualized)                                           %
                                                                   -------
Efficiency Ratio                                                           %
                                                                   -------
Ratio of Loans to Assets                                                   %
                                                                   -------
Ratio of Loans to Deposits                                                 %
                                                                   -------
Total Assets                                                    $
                                                                   -------
Year to Date Income                                             $
                                                                   -------
</TABLE>

* A table describing the quarterly report calculation procedures is provided on
page __

[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial
statements (including the balance sheet, income statement and statement of cash
flows, and notes thereto, together with the report of the independent
accountants thereon) of the Company and its consolidated subsidiaries for the
three years ended _______, 20___.]

[FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated
financial statements (including the balance sheet and income statement) of the
Company and its consolidated subsidiaries for the fiscal quarter] ended [date],
20__.

The financial statements fairly present in all material respects, in accordance
with U.S. generally accepted accounting principles ("GAAP"), the financial
position of the Company and its consolidated subsidiaries, and the results of
operations and changes in financial condition as of the date, and for the [___
quarter interim] [annual] period ended [date], 20__, and such financial

                                    Ex. A-1
<PAGE>

                                                                       EXHIBIT A

statements have been prepared in accordance with GAAP consistently applied
throughout the period involved (expect as otherwise noted therein).

      IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of this _____ day of _____________, 20__

                                _______________________________________________
                                Name:
                                Title:

                                Mercantile Bank Corporation
                                5650 Byron Center Avenue SW
                                Wyoming, Michigan 49509
                                (616) 406-3700

                                    Ex. A-2
<PAGE>

FINANCIAL DEFINITIONS

<TABLE>
<CAPTION>
                         Corresponding FRY-9C or LP Line Items with Line Item
     Report Item                       Corresponding Schedules                       Description of Calculation
- ------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                     <C>
Tier 1 Risk             BHCK7206                                                Tier 1 Risk Ratio: Core Capital (Tier
Weighted Assets         Schedule HC-R                                            1)/ Risk-Adjusted Assets
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Double         (BHCP0365)/(BCHCP3210)                                  Total equity investments in
Leverage                Schedule PC in the LP                                   subsidiaries divided by the total
                                                                                equity capital. This field is calculated
                                                                                 at the parent company level.
                                                                                "Subsidiaries" include bank, bank
                                                                                holding company, and non-bank
                                                                                subsidiaries.
- ------------------------------------------------------------------------------------------------------------------------
Non-Performing Assets   (BHCK5525-BHCK3506+BHCK5526-                            Total Nonperforming Assets
to Loans and OREO       BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)                  (NPLs+Foreclosed Real
                         Schedules HC-C, HC-M & HC-N                            Estate+Other Nonaccrual &
                                                                                Repossessed Assets)/Total
                                                                                Loans+Foreclosed Real Estate
- ------------------------------------------------------------------------------------------------------------------------
Tangible Common         (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)                 (Equity Capital - Goodwill)/(Total
Equity as a                                                                     Assets - Goodwill)
Percentage of           Schedule HC
Tangible Assets
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Reserves to    (BHCK3123+BHCK3128)/(BHCK5525-                          Total Loan Loss and Allocated
Non-Performing Loans    BHCK3506+BHCK5526-BHCK3507)                             Transfer Risk Reserves/ Total
                                                                                Nonperforming Loans
                        Schedules HC & HC-N & HC-R                              (Nonaccrual + Restructured)
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Net            (BHCK4635-BHCK4605)/(BHCK3516)                          Net charge offs for the period as a
Charge-Offs to Loans                                                            percentage of average loans.
                        Schedules HC-B & HC-K
- ------------------------------------------------------------------------------------------------------------------------
Return on Average       (BHCK4340/BHCK3368)                                     Net Income as a percentage of
Assets (annualized)                                                             Assets.
                        Schedules HI & HC-K
- ------------------------------------------------------------------------------------------------------------------------
Net Interest Margin     (BHCK4519)/(BHCK3515+BHCK3365+BHCK3516                  (Net Interest Income Fully Taxable
(annualized)            +BHCK3401+BHCKB985)                                     Equivalent, if available/Average
                                                                                Earning Assets)
                        Schedules HI Memorandum and HC-K
- ------------------------------------------------------------------------------------------------------------------------
Efficiency Ratio        (BHCK4093)/(BHCK4519+BHCK4079)                          (Non-interest Expense)/(Net Interest
                                                                                Income Fully Taxable Equivalent, if
                        Schedule HI                                             available, plus Non-interest Income)
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Loans to       (BHCKB528+BHCK5369)/(BHCK2170)                          Total Loans & Leases (Net of
Assets                                                                          Unearned Income & Gross of
                        Schedule HC                                             Reserve)/Total Assets
</TABLE>

                                       1
<PAGE>

<TABLE>
<S>                     <C>                                                     <C>
Ratio of Loans to       (BHCKB528+BHCK5369)/(BHDM6631+BHDM663                   Total Loans & Leases (Net of
Deposits                6+BHFN6631+BHFN6636)                                    Unearned Income & Gross of
                                                                                Reserve)/Total Deposits (Includes
                        Schedule HC                                             Domestic and Foreign Deposits)
- ------------------------------------------------------------------------------------------------------------------------
Total Assets            (BHCK2170)                                              The sum of total assets. Includes
                                                                                cash and balances due from
                        Schedule HC                                             depository institutions; securities;
                                                                                federal funds sold and securities
                                                                                purchased under agreements to
                                                                                resell; loans and lease financing
                                                                                receivables; trading assets;
                                                                                premises
                                                                                and fixed assets; other real estate
                                                                                owned; investments in
                                                                                unconsolidated subsidiaries and
                                                                                associated companies; customer's
                                                                                liability on acceptances
                                                                                outstanding;
                                                                                intangible assets; and other assets.
- ------------------------------------------------------------------------------------------------------------------------
Net Income              (BHCK4300)                                              The sum of income (loss)before
                                                                                extraordinary items and other
                        Schedule                                                HI adjustments and extraordinary
                                                                                items; and other adjustments,
                                                                                net of income taxes.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       2
<PAGE>

                              Financial Definitions

                             THRIFT HOLDING COMPANY

<TABLE>
<CAPTION>
                                                                                                Description of
       Report Item                               Corresponding TFR                               Calculation
- ------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                          <C>
Tier I Risk Weighted        Schedule CCR - Consolidated Capital Requirement              Tier 1 Risk Ratio: Core
Assets  -                   CCR 830                                                      Capital (Tier 1)/Risk-
                                                                                         adjusted assets
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Double             Not applicable                                               Not applicable
Leverage
- ------------------------------------------------------------------------------------------------------------------------
Non-performing assets       Schedule PD - Consolidated Past Due and Nonaccrual           Total Non-performing
to loans and OREO           Schedule SC - Consolidated Statement of Condition            assets (NPLs + Foreclosed
                            PD30/(SC23+SC30+SC34+SC40)                                   Real Estate+Other
                                                                                         Non-accrual & Repossessed
                                                                                         assets+Foreclosed Real Estate)

- ------------------------------------------------------------------------------------------------------------------------
Tangible Common             Schedule CCR                                                 (Equity Capital-Goodwill)
Equity as a Percentage      CCR 840                                                      / (Total assets - Goodwill)
 of Total Assets

- ------------------------------------------------------------------------------------------------------------------------
Ratio of Reserves to        SC283/PD30                                                   Total loan loss reserves /
 Non-performing loans                                                                     Total Non-performing
                                                                                         loans

- ------------------------------------------------------------------------------------------------------------------------
Ratio of Net Charge-        Schedule VA - Consolidated Valuation Allowances and          Net charge offs for the
offs to Loans               Related Data                                                 period as a percentage of
                                                                                         average loans
                            (VA155-VA135)/(SC23+SC30+SC34)
- ------------------------------------------------------------------------------------------------------------------------
Return on Assets            Schedule SO - Consolidated Statements of Operations          Net income as a
(annualized)                SO91/SC60                                                    percentage of assets
- ------------------------------------------------------------------------------------------------------------------------
Net interest margin         SO311/((SC10-SC110)+SC20+SC23+SC30+SC34)                     Net interest income /
(annualized)                                                                             Average earning assets
- ------------------------------------------------------------------------------------------------------------------------
Efficiency Ratio            (SO51/(SO311+SO40))                                          (Non-interest expense) /
                                                                                         (Net interest income +
                                                                                         Non-interest income)
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Loans to           (SC23+SC30+SC34)/(SC60)                                      Total Loan & Leases /
Assets                                                                                   Total assets
- ------------------------------------------------------------------------------------------------------------------------
Ratio of Loans to           (SC23+SC30+SC34)/(SC710)                                     Total Loans & Leases /
 Deposits                                                                                Total Deposits
- ------------------------------------------------------------------------------------------------------------------------
Total Assets                Schedule SC                                                  The sum of total assets.
                            SC60
- ------------------------------------------------------------------------------------------------------------------------
Net Income                  Schedule SO                                                  The sum of income (loss).
                            SO91
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>k90454exv10w2.txt
<DESCRIPTION>AMENDED AND RESTATED TRUST AGREEMENT DATED SEPTEMBER 16, 2004
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

================================================================================

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                          MERCANTILE BANK CORPORATION,
                                  as Depositor

                            WILMINGTON TRUST COMPANY,
                               as Property Trustee

                            WILMINGTON TRUST COMPANY,
                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           as Administrative Trustees

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

                         Dated as of September 16, 2004

                         Mercantile Bank Capital Trust I

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
ARTICLE I. Defined Terms.............................................................................     1
     SECTION 1.1.   Definitions......................................................................     1

ARTICLE II. The Trust................................................................................    11
     SECTION 2.1.   Name.............................................................................    11
     SECTION 2.2.   Office of the Delaware Trustee; Principal Place of Business......................    12
     SECTION 2.3.   Initial Contribution of Trust Property; Fees, Costs and Expenses.................    12
     SECTION 2.4.   Purposes of Trust................................................................    12
     SECTION 2.5.   Authorization to Enter into Certain Transactions.................................    12
     SECTION 2.6.   Assets of Trust..................................................................    15
     SECTION 2.7.   Title to Trust Property..........................................................    15

ARTICLE III. Payment Account; Paying Agents..........................................................    15
     SECTION 3.1.   Payment Account..................................................................    15
     SECTION 3.2.   Appointment of Paying Agents.....................................................    16

ARTICLE IV. Distributions; Redemption................................................................    16
     SECTION 4.1.   Distributions....................................................................    16
     SECTION 4.2.   Redemption.......................................................................    18
     SECTION 4.3.   Subordination of Common Securities...............................................    21
     SECTION 4.4.   Payment Procedures...............................................................    22
     SECTION 4.5.   Withholding Tax..................................................................    22
     SECTION 4.6.   Tax Returns and Other Reports....................................................    22
     SECTION 4.7.   Payment of Taxes, Duties, Etc. of the Trust......................................    23
     SECTION 4.8.   Payments under Indenture or Pursuant to Direct Actions...........................    23
     SECTION 4.9.   Exchanges........................................................................    23
     SECTION 4.10.  Calculation Agent................................................................    24
     SECTION 4.11.  Certain Accounting Matters.......................................................    24

ARTICLE V. Securities................................................................................    25
     SECTION 5.1.   Initial Ownership................................................................    25
     SECTION 5.2.   Authorized Trust Securities......................................................    25
     SECTION 5.3.   Issuance of the Common Securities; Subscription and Purchase of Notes............    25
     SECTION 5.4.   The Securities Certificates......................................................    25
     SECTION 5.5.   Rights of Holders................................................................    26
     SECTION 5.6.   Book-Entry Preferred Securities..................................................    26
     SECTION 5.7.   Registration of Transfer and Exchange of Preferred Securities Certificates.......    28
     SECTION 5.8.   Mutilated, Destroyed, Lost or Stolen Securities Certificates.....................    29
     SECTION 5.9.   Persons Deemed Holders...........................................................    30
     SECTION 5.10.  Cancellation.....................................................................    30
     SECTION 5.11.  Ownership of Common Securities by Depositor......................................    31
     SECTION 5.12.  Restricted Legends...............................................................    31
     SECTION 5.13.  Form of Certificate of Authentication............................................    34

ARTICLE VI. Meetings; Voting; Acts of Holders........................................................    34
     SECTION 6.1.   Notice of Meetings...............................................................    34
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                      <C>
     SECTION 6.2.   Meetings of Holders of the Preferred Securities..................................    35
     SECTION 6.3.   Voting Rights....................................................................    35
     SECTION 6.4.   Proxies, Etc.....................................................................    35
     SECTION 6.5.   Holder Action by Written Consent.................................................    35
     SECTION 6.6.   Record Date for Voting and Other Purposes........................................    36
     SECTION 6.7.   Acts of Holders..................................................................    36
     SECTION 6.8.   Inspection of Records............................................................    37
     SECTION 6.9.   Limitations on Voting Rights.....................................................    37
     SECTION 6.10.  Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults......    38

ARTICLE VII. Representations and Warranties..........................................................    40
     SECTION 7.1.   Representations and Warranties of the Property Trustee and the Delaware Trustee..    40
     SECTION 7.2.   Representations and Warranties of Depositor......................................    41

ARTICLE VIII. The Trustees...........................................................................    42
     SECTION 8.1.   Number of Trustees...............................................................    42
     SECTION 8.2.   Property Trustee Required........................................................    43
     SECTION 8.3.   Delaware Trustee Required........................................................    43
     SECTION 8.4.   Appointment of Administrative Trustees...........................................    43
     SECTION 8.5.   Duties and Responsibilities of the Trustees......................................    44
     SECTION 8.6.   Notices of Defaults and Extensions...............................................    45
     SECTION 8.7.   Certain Rights of Property Trustee...............................................    46
     SECTION 8.8.   Delegation of Power..............................................................    48
     SECTION 8.9.   May Hold Securities..............................................................    48
     SECTION 8.10.  Compensation; Reimbursement; Indemnity...........................................    48
     SECTION 8.11.  Resignation and Removal; Appointment of Successor................................    49
     SECTION 8.12.  Acceptance of Appointment by Successor...........................................    51
     SECTION 8.13.  Merger, Conversion, Consolidation or Succession to Business......................    51
     SECTION 8.14.  Not Responsible for Recitals or Issuance of Securities...........................    51
     SECTION 8.15.  Property Trustee May File Proofs of Claim........................................    52
     SECTION 8.16.  Reports to and from the Property Trustee.........................................    52

ARTICLE IX. Termination, Liquidation and Merger......................................................    53
     SECTION 9.1.   Dissolution Upon Expiration Date.................................................    53
     SECTION 9.2.   Early Termination................................................................    53
     SECTION 9.3.   Termination......................................................................    54
     SECTION 9.4.   Liquidation......................................................................    54
     SECTION 9.5.   Mergers, Consolidations, Amalgamations or Replacements of Trust..................    55

ARTICLE X. Information to Purchaser..................................................................    56
     SECTION 10.1.  Depositor Obligations to Purchaser...............................................    56
     SECTION 10.2.  Trustee's Obligations to Purchaser...............................................    57

ARTICLE XI. Miscellaneous Provisions.................................................................    57
     SECTION 11.1.  Limitation of Rights of Holders..................................................    57
     SECTION 11.2.  Agreed Tax Treatment of Trust and Trust Securities...............................    57
     SECTION 11.3.  Amendment........................................................................    57
     SECTION 11.4.  Separability.....................................................................    59
     SECTION 11.5.  Governing Law....................................................................    59
     SECTION 11.6.  Successors.......................................................................    59
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                 <C>
      SECTION 11.7.  Headings...................................................................    59
      SECTION 11.8.  Reports, Notices and Demands...............................................    59
      SECTION 11.9.  Agreement Not to Petition..................................................    60
</TABLE>

Exhibit A      Certificate of Trust of Mercantile Bank Capital Trust I
Exhibit B-1    Form of Series A Common Securities Certificate
Exhibit B-2    Form of Series B Common Securities Certificate
Exhibit C-1    Form of Series A Preferred Securities Certificate
Exhibit C-2    Form of Series B Preferred Securities Certificate
Exhibit D      Junior Subordinated Indenture
Exhibit E      Form of Transferee Certificate to be Executed by Transferees
               other than QIBs
Exhibit F      Form of Transferee Certificate to be Executed by QIBs
Exhibit G      Form of Officer's Certificate
Schedule A     Calculation of LIBOR

                                       iii
<PAGE>

      AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 16, 2004,
among (i) Mercantile Bank Corporation, a Michigan corporation (including any
successors or permitted assigns, the "Depositor"), (ii) Wilmington Trust
Company, a Delaware banking corporation, as property trustee (in such capacity,
the "Property Trustee"), (iii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"),
(iv) Gerald R. Johnson, Jr., an individual, Michael H. Price, an individual, and
Charles E. Christmas, an individual, each of whose address is c/o Mercantile
Bank Corporation, 5650 Byron Center Avenue SW, Wyoming, Michigan 49509, as
administrative trustees (in such capacities, each an "Administrative Trustee"
and, collectively, the "Administrative Trustees" and, together with the Property
Trustee and the Delaware Trustee, the "Trustees") and (v) the several Holders,
as hereinafter defined.

                                   WITNESSETH

      WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore created a Delaware statutory trust pursuant to the Delaware Statutory
Trust Act, as hereinafter defined, by entering into a Trust Agreement, dated as
of September 14, 2004 (the "Original Trust Agreement"), and by executing and
filing with the Secretary of State of the State of Delaware the Certificate of
Trust, substantially in the form attached as Exhibit A; and

      WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Subscription Agreements and (iii) the acquisition by the
Trust from the Depositor of all of the right, title and interest in and to the
Notes;

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE I.

                                  DEFINED TERMS

      SECTION 1.1. Definitions.

      For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

            (a)   the terms defined in this Article I have the meanings assigned
      to them in this Article I;

            (b)   the words "include", "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation";

                                       1
<PAGE>

            (c)   all accounting terms used but not defined herein have the
      meanings assigned to them in accordance with United States generally
      accepted accounting principles;

            (d)   unless the context otherwise requires, any reference to an
      "Article", a "Section", a "Schedule" or an "Exhibit" refers to an Article,
      a Section, a Schedule or an Exhibit, as the case may be, of or to this
      Trust Agreement;

            (e)   the words "hereby", "herein", "hereof" and "hereunder" and
      other words of similar import refer to this Trust Agreement as a whole and
      not to any particular Article, Section or other subdivision;

            (f)   a reference to the singular includes the plural and vice
      versa; and

            (g)   the masculine, feminine or neuter genders used herein shall
      include the masculine, feminine and neuter genders.

      "Act" has the meaning specified in Section 6.7.

      "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

      "Additional Interest Amount" means, with respect to Trust Securities of a
given Liquidation Amount and/or a given period, the amount of Additional
Interest paid by the Depositor on a Like Amount of Notes for such period.

      "Additional Taxes" has the meaning specified in Section 1.1 of the
Indenture.

      "Additional Tax Sums" has the meaning specified in Section 10.5 of the
Indenture.

      "Administrative Trustee" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trust Agreement, solely in each
such Person's capacity as Administrative Trustee of the Trust and not in such
Person's individual capacity, or any successor Administrative Trustee appointed
as herein provided.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Applicable Depositary Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Preferred Security, the rules and procedures
of the Depositary for such Book-Entry Preferred Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

      "Bankruptcy Event" means, with respect to any Person:

                                       2
<PAGE>

            (a)   the entry of a decree or order by a court having jurisdiction
      in the premises (i) judging such Person a bankrupt or insolvent, (ii)
      approving as properly filed a petition seeking reorganization,
      arrangement, adjudication or composition of or in respect of such Person
      under any applicable Federal or state bankruptcy, insolvency,
      reorganization or other similar law, (iii) appointing a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or other similar
      official of such Person or of any substantial part of its property or (iv)
      ordering the winding up or liquidation of its affairs, and the continuance
      of any such decree or order unstayed and in effect for a period of sixty
      (60) consecutive days; or

            (b)   the institution by such Person of proceedings to be
      adjudicated a bankrupt or insolvent, or the consent by it to the
      institution of bankruptcy or insolvency proceedings against it, or the
      filing by it of a petition or answer or consent seeking reorganization or
      relief under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law, or the consent by it to the filing of
      any such petition or to the appointment of a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or similar official of such
      Person or of any substantial part of its property, or the making by it of
      an assignment for the benefit of creditors, or the admission by it in
      writing of its inability to pay its debts generally as they become due and
      its willingness to be adjudicated a bankrupt or insolvent, or the taking
      of corporate action by such Person in furtherance of any such action.

      "Bankruptcy Laws" means all Federal and state bankruptcy, insolvency,
reorganization and other similar laws, including the United States Bankruptcy
Code.

      "Book-Entry Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Depositary.

      "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in the City of New York are authorized or required
by law or executive order to remain closed or (c) a day on which the Corporate
Trust Office is closed for business.

      "Calculation Agent" has the meaning specified in Section 4.10.

      "Capital Disqualification Event" has the meaning specified in Section 1.1
of the Indenture.

      "Closing Date" has the meaning specified in the Placement Agreement.

      "Code" means the United States Internal Revenue Code of 1986, as amended.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act or, if at any time after the
execution of this Trust Agreement such Commission is not existing and performing
the duties assigned to it, then the body performing such duties at such time.

                                       3
<PAGE>

      "Common Securities" means the Series A and Series B Floating Rate Common
Securities, representing undivided beneficial interests in the assets of the
Trust, having a Liquidation Amount of $1,000 per security and having the rights
provided therefor in this Trust Agreement.

      "Common Securities Certificates" means any one of the certificates
evidencing ownership of the Common Securities, substantially in the form
attached as Exhibits B-1 and B-2, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.

      "Corporate Trust Office" means the principal office of the Property
Trustee at which any particular time its corporate trust business shall be
administered, which office at the date of this Trust Agreement is located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600,
Attention: Corporate Trust Administration.

      "Definitive Preferred Securities Certificates" means Preferred Securities
issued in certificated, fully registered form that are not Global Preferred
Securities.

      "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., or any successor statute
thereto, in each case as amended from time to time.

      "Delaware Trustee" means the Person identified as the "Delaware Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Delaware
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Delaware Trustee appointed as herein
provided.

      "Depositary" means an organization registered as a clearing agency under
the Exchange Act that is designated as Depositary by the Depositor or any
successor thereto. DTC will be the initial Depositary.

      "Depositary Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book-entry transfers and pledges of securities deposited with the Depositary.

      "Depositor" has the meaning specified in the preamble to this Trust
Agreement and any successors and permitted assigns.

      "Depositor Affiliate" has the meaning specified in Section 4.9.

      "Distribution Date" has the meaning specified in Section 4.1(a)(i).

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1.

      "DTC" means The Depository Trust Company or any successor thereto.

      "Early Termination Event" has the meaning specified in Section 9.2.

                                       4
<PAGE>

      "Event of Default" means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

            (a)   the occurrence of a Note Event of Default; or

            (b)   default by the Trust in the payment of any Distribution when
      it becomes due and payable, and continuation of such default for a period
      of thirty (30) days; or

            (c)   default by the Trust in the payment of any Redemption Price of
      any Trust Security when it becomes due and payable; or

            (d)   default in the performance, or breach, in any material respect
      of any covenant or warranty of the Trustees in this Trust Agreement (other
      than those specified in clause (b) or (c) above) and continuation of such
      default or breach for a period of thirty (30) days after there has been
      given, by registered or certified mail, to the Trustees and to the
      Depositor by the Holders of at least twenty five percent (25%) in
      aggregate Liquidation Amount of the Outstanding Preferred Securities a
      written notice specifying such default or breach and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;
      or

            (e)   the occurrence of a Bankruptcy Event with respect to the
      Property Trustee if a successor Property Trustee has not been appointed
      within ninety (90) days thereof.

      "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 9.1.

      "Extension Period" has the meaning specified in Section 4.1(a)(ii).

      "Federal Reserve" means the Board of Governors of the Federal Reserve
System, the staff thereof, or a Federal Reserve Bank, acting through delegated
authority, in each case under the rules, regulations and policies of the Federal
Reserve System, or if at any time after the execution of this Trust Agreement
any such entity is not existing and performing the duties now assigned to it ,
any successor body performing similar duties or functions.

      "Fiscal Year" shall be the fiscal year of the Trust, which shall be the
calendar year, or such other period as is required by the Code.

      "Global Preferred Security" means a Preferred Securities Certificate
evidencing ownership of Book-Entry Preferred Securities.

      "Guarantee Agreement" means the Guarantee Agreement executed and delivered
by the Depositor and Wilmington Trust Company, as guarantee trustee,
contemporaneously with the execution and delivery of this Trust Agreement for
the benefit of the holders of the Preferred Securities, as amended from time to
time.

                                       5
<PAGE>

      "Holder" means a Person in whose name a Trust Security or Trust Securities
are registered in the Securities Register; any such Person shall be a beneficial
owner within the meaning of the Delaware Statutory Trust Act.

      "Indemnified Person" has the meaning specified in Section 8.10(c).

      "Indenture" means the Junior Subordinated Indenture executed and delivered
by the Depositor and the Note Trustee contemporaneously with the execution and
delivery of this Trust Agreement, for the benefit of the holders of the Notes, a
copy of which is attached hereto as Exhibit D, as amended or supplemented from
time to time.

      "Indenture Redemption Price" has the meaning specified in Section 4.2(c).

      "Interest Payment Date" has the meaning specified in Section 1.1 of the
Indenture.

      "Investment Company Act" means the Investment Company Act of 1940, or any
successor statute thereto, in each case as amended from time to time.

      "Investment Company Event" has the meaning specified in Section 1.1 of the
Indenture.

      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

      "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

      "Like Amount" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Notes of the same series to be contemporaneously redeemed or paid at
maturity in accordance with the Indenture, the proceeds of which will be used to
pay the Redemption Price of such Trust Securities, (b) with respect to a
distribution of Notes to Holders of Trust Securities in connection with a
dissolution of the Trust, Notes of the same series having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Notes are distributed and (c) with respect to any distribution of
Additional Interest Amounts to Holders of Trust Securities, Notes of the same
series having a principal amount equal to the Liquidation Amount of the Trust
Securities in respect of which such distribution is made.

      "Liquidation Amount" means the stated amount of $1,000 per Trust Security.

      "Liquidation Date" means the date on which assets are to be distributed to
Holders in accordance with Section 9.4(a) hereunder following dissolution of the
Trust.

      "Liquidation Distribution" has the meaning specified in Section 9.4(d).

                                       6
<PAGE>

      "Majority in Liquidation Amount of the Preferred Securities" means
Preferred Securities representing more than fifty percent (50%) of the aggregate
Liquidation Amount of all (or a specified group of) then Outstanding Preferred
Securities.

      "Note Event of Default" means any "Event of Default" specified in Section
5.1 of the Indenture.

      "Note Redemption Date" means, with respect to any Notes to be redeemed
under the Indenture, the date fixed for redemption of such Notes under the
Indenture.

      "Note Trustee" means the Person identified as the "Trustee" in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.

      "Notes" means the Depositor's Series A and Series B Floating Rate Junior
Subordinated Notes issued pursuant to the Indenture.

      "Office of Thrift Supervision" means the Office of Thrift Supervision, as
from time to time constituted or, if at any time after the execution of this
Trust Agreement such Office is not existing and performing the duties now
assigned to it, then the body performing such duties at such time.

      "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, the President or an Executive Vice President, and by the Chief
Financial Officer, Treasurer or an Assistant Treasurer, of the Depositor, and
delivered to the Trustees. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
(other than the Officers' Certificate provided pursuant to Section 8.16(a))
shall include:

            (a)   a statement by each officer signing the Officers' Certificate
      that such officer has read the covenant or condition and the definitions
      relating thereto;

            (b)   a brief statement of the nature and scope of the examination
      or investigation undertaken by such officer in rendering the Officers'
      Certificate;

            (c)   a statement that such officer has made such examination or
      investigation as, in such officer's opinion, is necessary to enable such
      officer to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

            (d)   a statement as to whether, in the opinion of such officer,
      such condition or covenant has been complied with.

      "Operative Documents" means the Placement Agreement, the Indenture, the
Trust Agreement, the Guarantee Agreement, the Subscription Agreements, the Notes
and the Trust Securities.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Depositor or any Affiliate of the Depositor.

                                       7
<PAGE>

      "Original Issue Date" means the date of original issuance of each Trust
Security.

      "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

      "Outstanding", when used with respect to any Trust Securities, means, as
of the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

            (a)   Trust Securities theretofore canceled by the Property Trustee
      or delivered to the Property Trustee for cancellation;

            (b)   Trust Securities for which payment or redemption money in the
      necessary amount has been theretofore deposited with the Property Trustee
      or any Paying Agent in trust for the Holders of such Trust Securities;
      provided, that if such Trust Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Trust Agreement; and

            (c)   Trust Securities that have been paid or in exchange for or in
      lieu of which other Trust Securities have been executed and delivered
      pursuant to the provisions of this Trust Agreement, unless proof
      satisfactory to the Property Trustee is presented that any such Trust
      Securities are held by Holders in whose hands such Trust Securities are
      valid, legal and binding obligations of the Trust;

provided, that in determining whether the Holders of the requisite Liquidation
Amount of the Outstanding Preferred Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or of any Trustee shall be disregarded and deemed not to be Outstanding, except
that (i) in determining whether any Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Preferred Securities that such Trustee knows to be so owned shall be so
disregarded and (ii) the foregoing shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Preferred Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Administrative Trustees the pledgee's right so to act
with respect to such Preferred Securities and that the pledgee is not the
Depositor, any Trustee or any Affiliate of the Depositor or of any Trustee.

      "Owner" means each Person who is the beneficial owner of Book-Entry
Preferred Securities as reflected in the records of the Depositary or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

      "Paying Agent" means any Person authorized by the Administrative Trustees
to pay Distributions or other amounts in respect of the Trust Securities on
behalf of the Trust.

                                       8
<PAGE>

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee for the benefit of the Holders in
which all amounts paid in respect of the Notes will be held and from which the
Property Trustee, through the Paying Agent, shall make payments to the Holders
in accordance with Sections 3.1, 4.1 and 4.2.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust, unincorporated association or government, or
any agency or political subdivision thereof, or any other entity of whatever
nature.

      "Placement Agent" means SunTrust Capital Markets, Inc., as Placement Agent
pursuant to the Placement Agreement, whose address is 303 Peachtree Street, 24th
Floor, Mail Code 3950, Atlanta, Georgia 30308.

      "Placement Agreement" means the Placement Agreement, dated as of September
16, 2004, executed and delivered by the Trust, the Depositor and SunTrust
Capital Markets, Inc., as placement agent.

      "Preferred Securities" means the Series A and Series B Floating Rate
Preferred Securities, representing undivided beneficial interests in the assets
of the Trust, having a Liquidation Amount of $1,000 per security and having the
rights provided therefor in this Trust Agreement.

      "Preferred Securities Certificates" means any one of the certificates
evidencing ownership of the Preferred Securities, substantially in the form
attached as Exhibits C-1 and C-2, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.

      "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Property
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Property Trustee appointed as herein
provided.

      "Purchaser" means STI Investment Management, Inc., as purchaser of the
Preferred Securities pursuant to the Subscription Agreements, whose address is
2202 Polly Drummond Office Park, Newark, Delaware 19711.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act.

      "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided, that each Note Redemption Date and the stated maturity (or
any date of principal repayment upon early maturity) of the Notes of a given
series shall be a Redemption Date for a Like Amount of Trust Securities of the
corresponding series.

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus

                                       9
<PAGE>

the related amount of the premium, if any, paid by the Depositor upon the
concurrent redemption or payment at maturity of a Like Amount of Notes.

      "Reference Banks" has the meaning specified in Schedule A.

      "Responsible Officer" means, with respect to the Property Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Financial Services Officer or Assistant Financial Services Officer or any other
officer of the Corporate Trust Department of the Property Trustee and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

      "Securities Act" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.

      "Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.7.

      "Series A Common Securities" means the Series A Floating Rate Common
Securities, representing an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 per security and having the rights
provided therefor in this Trust Agreement.

      "Series B Common Securities" means the Series B Floating Rate Common
Securities, representing an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 per security and having the rights
provided therefor in this Trust Agreement.

      "Series A Notes" means the Depositor's Series A Floating Rate Junior
Subordinated Notes issued pursuant to the Indenture.

      "Series B Notes" means the Depositor's Series B Floating Rate Junior
Subordinated Notes issued pursuant to the Indenture.

      "Series A Preferred Securities" means the Series A Floating Rate Preferred
Securities, representing an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 per security and having the rights
provided therefor in this Trust Agreement.

      "Series B Preferred Securities" means the Series B Floating Rate Preferred
Securities, representing an undivided beneficial interest in the assets of the
Trust, having a Liquidation Amount of $1,000 per security and having the rights
provided therefor in this Trust Agreement.

      "Series A Trust Securities" means the Series A Common Securities and the
Series A Preferred Securities."

                                       10
<PAGE>

      "Series B Trust Securities" means the Series B Common Securities and the
Series B Preferred Securities."

      "Special Event Redemption Price" has the meaning specified in Section 11.2
of the Indenture.

      "Subscription Agreements" means the Preferred Securities Subscription
Agreements, dated as of the respective dates of issuance of the Series A and
Series B Preferred Securities, by and among the Company, the Trust, the
Purchaser and SunTrust Capital Markets, Inc. (as to certain provisions thereof).

      "Successor Securities" has the meaning specified in Section 9.5(a).

      "Tax Event" has the meaning specified in Section 1.1 of the Indenture.

      "Trust" means the Delaware statutory trust known as "Mercantile Bank
Capital Trust I," which was created on September 14, 2004, under the Delaware
Statutory Trust Act pursuant to the Original Trust Agreement and the filing of
the Certificate of Trust, and continued pursuant to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Trust Agreement,
including all Schedules and Exhibits, as the same may be modified, amended or
supplemented from time to time in accordance with the applicable provisions
hereof.

      "Trustees" means the Administrative Trustees, the Property Trustee and the
Delaware Trustee, each as defined in this Article I.

      "Trust Property" means (a) the Notes, (b) any cash on deposit in, or owing
to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

      "Trust Security" means any one of the Common Securities or the Preferred
Securities.

                                   ARTICLE II.

                                    THE TRUST

      SECTION 2.1. Name.

      The trust continued hereby shall be known as Mercantile Bank Capital Trust
I," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

                                       11
<PAGE>

      SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.

      The address of the Delaware Trustee in the State of Delaware is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600,
Attention: Corporate Trust Administration, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the Holders,
the Depositor, the Property Trustee and the Administrative Trustees. The
principal executive office of the Trust is c/o Mercantile Bank Corporation, 5650
Byron Center Avenue SW, Wyoming, Michigan 49509, Attention: Chief Financial
Officer, as such address may be changed from time to time by the Administrative
Trustees following written notice to the Holders and the other Trustees.

      SECTION 2.3. Initial Contribution of Trust Property; Fees, Costs and
Expenses.

      The Property Trustee acknowledges receipt from the Depositor in connection
with the Original Trust Agreement of the sum of ten dollars ($10), which
constituted the initial Trust Property. The Depositor shall pay all fees, costs
and expenses of the Trust (except with respect to the Trust Securities) as they
arise or shall, upon request of any Trustee, promptly reimburse such Trustee for
any such fees, costs and expenses paid by such Trustee. The Depositor shall make
no claim upon the Trust Property for the payment of such fees, costs or
expenses.

      SECTION 2.4. Purposes of Trust.

      (a)   The exclusive purposes and functions of the Trust are to (i) issue
and sell Trust Securities and use the proceeds from such sale to acquire the
Notes and (ii) engage in only those activities necessary or incidental thereto.
The Delaware Trustee, the Property Trustee and the Administrative Trustees are
trustees of the Trust, and have all the rights, powers and duties to the extent
set forth herein. The Trustees hereby acknowledge that they are trustees of the
Trust.

      (b)   So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trust (or the Trustees acting on behalf of the Trust)
shall not (i) acquire any investments or engage in any activities not authorized
by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage,
pledge, set-off or otherwise dispose of any of the Trust Property or interests
therein, including to Holders, except as expressly provided herein, (iii) incur
any indebtedness for borrowed money or issue any other debt, (iv) take or
consent to any action that would result in the placement of a Lien on any of the
Trust Property, (v) take or consent to any action that would reasonably be
expected to cause the Trust to become taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes, (vi)
take or consent to any action that would cause the Notes to be treated as other
than indebtedness of the Depositor for United States federal income tax purposes
or (vii) take or consent to any action that would cause the Trust to be deemed
to be an "investment company" required to be registered under the Investment
Company Act.

      SECTION 2.5. Authorization to Enter into Certain Transactions.

      (a)   The Trustees shall conduct the affairs of the Trust in accordance
with and subject to the terms of this Trust Agreement. In accordance with the
following provisions (i) and (ii), the

                                       12
<PAGE>

Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Trustees, under this Trust
Agreement, and to perform all acts in furtherance thereof, including the
following:

            (i)   As among the Trustees, each Administrative Trustee shall
      severally have the power and authority to act on behalf of the Trust with
      respect to the following matters:

                  (A)   the issuance and sale of the Trust Securities;

                  (B)   to cause the Trust to enter into, and to execute,
            deliver and perform on behalf of the Trust, such agreements as may
            be necessary or desirable in connection with the purposes and
            function of the Trust, including, without limitation, common
            securities subscription agreements and junior subordinated note
            subscription agreements and to cause the Trust to perform the
            Placement Agreement and the Subscription Agreements;

                  (C)   assisting in the sale of the Preferred Securities in one
            or more transactions exempt from registration under the Securities
            Act, and in compliance with applicable state securities or blue sky
            laws;

                  (D)   assisting in the sending of notices (other than notices
            of default) and other information regarding the Trust Securities and
            the Notes to the Holders in accordance with this Trust Agreement;

                  (E)   the appointment of a Paying Agent and Securities
            Registrar in accordance with this Trust Agreement;

                  (F)   execution of the Trust Securities on behalf of the Trust
            in accordance with this Trust Agreement;

                  (G)   execution and delivery of closing certificates, if any,
            pursuant to the Placement Agreement and application for a taxpayer
            identification number for the Trust;

                  (H)   preparation and filing of all applicable tax returns and
            tax information reports that are required to be filed on behalf of
            the Trust;

                  (I)   establishing a record date with respect to all actions
            to be taken hereunder that require a record date to be established,
            except as provided in Section 6.10(a);

                  (J)   unless otherwise required by the Delaware Statutory
            Trust Act to execute on behalf of the Trust (either acting alone or
            together with the other Administrative Trustees) any documents that
            such Administrative Trustee has the power to execute pursuant to
            this Trust Agreement; and

                                       13
<PAGE>

                  (K)   the taking of any action incidental to the foregoing as
            such Administrative Trustee may from time to time determine is
            necessary or advisable to give effect to the terms of this Trust
            Agreement.

            (ii)  As among the Trustees, the Property Trustee shall have the
      power, duty and authority to act on behalf of the Trust with respect to
      the following matters:

                  (A)   the receipt and holding of legal title of the Notes;

                  (B)   the establishment of the Payment Account;

                  (C)   the collection of interest, principal and any other
            payments made in respect of the Notes and the holding of such
            amounts in the Payment Account;

                  (D)   the distribution through the Paying Agent of amounts
            distributable to the Holders in respect of the Trust Securities;

                  (E)   the exercise of all of the rights, powers and privileges
            of a holder of the Notes in accordance with the terms of this Trust
            Agreement;

                  (F)   the sending of notices of default and other information
            regarding the Trust Securities and the Notes to the Holders in
            accordance with this Trust Agreement;

                  (G)   the distribution of the Trust Property in accordance
            with the terms of this Trust Agreement;

                  (H)   to the extent provided in this Trust Agreement, the
            winding up of the affairs of and liquidation of the Trust and the
            preparation, execution and filing of the certificate of cancellation
            of the Trust with the Secretary of State of the State of Delaware;
            and

                  (I)   the taking of any action incidental to the foregoing as
            the Property Trustee may from time to time determine is necessary or
            advisable to give effect to the terms of this Trust Agreement and
            protect and conserve the Trust Property for the benefit of the
            Holders (without consideration of the effect of any such action on
            any particular Holder).

      (b)   In connection with the issue and sale of the Preferred Securities,
the Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

            (i)   the negotiation of the terms of, and the execution and
      delivery of, the Placement Agreement and the Subscription Agreements
      providing for the sale of the Preferred Securities in one or more
      transactions exempt from registration under the Securities Act, and in
      compliance with applicable state securities or blue sky laws; and

                                       14
<PAGE>

            (ii)  the taking of any other actions necessary or desirable to
      carry out any of the foregoing activities.

      (c)   Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes, so that the Notes will be treated as indebtedness of the Depositor for
United States federal income tax purposes and so that the Trust will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act. In this connection, each Administrative Trustee is
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that such Administrative Trustee
determines in his or her discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrative Trustees be liable to the Trust or the Holders
for any failure to comply with this Section 2.5 to the extent that such failure
results solely from a change in law or regulation or in the interpretation
thereof.

      (d)   Any action taken by a Trustee in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with any Trustee
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of such Trustee to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of any Trustee as set
forth in this Trust Agreement.

      SECTION 2.6. Assets of Trust.

      The assets of the Trust shall consist of the Trust Property.

      SECTION 2.7. Title to Trust Property.

      (a)   Legal title to all Trust Property shall be vested at all times in
the Property Trustee and shall be held and administered by the Property Trustee
in trust for the benefit of the Trust and the Holders in accordance with this
Trust Agreement.

      (b)   The Holders shall not have any right or title to the Trust Property
other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Trust Securities shall be personal property giving only the
rights specifically set forth therein and in this Trust Agreement.

                                  ARTICLE III.

                         PAYMENT ACCOUNT; PAYING AGENTS

      SECTION 3.1. Payment Account.

      (a)   On or prior to the Initial Closing (as defined in the Placement
Agreement), the Property Trustee shall establish the Payment Account. The
Property Trustee and the Paying Agent shall have exclusive control and sole
right of withdrawal with respect to the Payment

                                       15
<PAGE>

Account for the purpose of making deposits in and withdrawals from the Payment
Account in accordance with this Trust Agreement. All monies and other property
deposited or held from time to time in the Payment Account shall be held by the
Property Trustee in the Payment Account for the exclusive benefit of the Holders
and for Distribution as herein provided.

      (b)   The Property Trustee shall deposit in the Payment Account, promptly\
upon receipt, all payments of principal of or interest on, and any other
payments with respect to, the Notes. Amounts held in the Payment Account shall
not be invested by the Property Trustee pending distribution thereof.

      SECTION 3.2. Appointment of Paying Agents.

      The Paying Agent shall initially be the Property Trustee. The Paying Agent
shall make Distributions to Holders from the Payment Account and shall report
the amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account solely for the purpose of making the Distributions referred
to above. The Administrative Trustees may revoke such power and remove the
Paying Agent in their sole discretion. Any Person acting as Paying Agent shall
be permitted to resign as Paying Agent upon thirty (30) days' written notice to
the Administrative Trustees and the Property Trustee. If the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) to act as Paying Agent. Such
successor Paying Agent appointed by the Administrative Trustees shall execute
and deliver to the Trustees an instrument in which such successor Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Article
VIII shall apply to the Property Trustee also in its role as Paying Agent, for
so long as the Property Trustee shall act as Paying Agent and, to the extent
applicable, to any other Paying Agent appointed hereunder. Any reference in this
Trust Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

                                   ARTICLE IV.

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.1. Distributions.

      (a)   The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including any Additional Interest Amounts)
will be made on each series of the Trust Securities at the rate and on the dates
that payments of interest (including any Additional Interest) are made on the
corresponding series of Notes. Accordingly:

            (i)   Distributions on the Trust Securities shall be cumulative, and
      shall accumulate whether or not there are funds of the Trust available for
      the payment of

                                       16
<PAGE>

      Distributions. Distributions on the Trust Securities shall accumulate from
      the date of original issuance, and, except as provided in clause (ii)
      below, shall be payable quarterly in arrears on January 18, April 18, July
      18 and October 18 of each year, commencing on October 18, 2004 with
      respect to the Series A Trust Securities and January 18, 2005 with respect
      to the Series B Trust Securities. If any date on which a Distribution is
      otherwise payable on the Trust Securities is not a Business Day, then the
      payment of such Distribution shall be made on the next succeeding Business
      Day (and no interest shall accrue in respect of the amounts whose payment
      is so delayed for the period from and after each such date until the next
      succeeding Business Day), except that, if such Business Day falls in the
      next succeeding calendar year, such payment shall be made on the
      immediately preceding Business Day, in each case, with the same force and
      effect as if made on such date (each date on which Distributions are
      payable in accordance with this Section 4.1(a)(i), a "Distribution Date");

            (ii)  in the event (and to the extent) that the Depositor exercises
      its right under the Indenture to defer the payment of interest on a given
      series of Notes, Distributions on the corresponding series of Trust
      Securities shall be deferred. Under the Indenture, so long as no Note
      Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.1 of
      the Indenture has occurred and is continuing, the Depositor shall have the
      right, at any time and from time to time during the term of each series of
      Notes, to defer the payment of interest on such Notes for a period of up
      to twenty (20) consecutive quarterly interest payment periods (each such
      extended interest payment period, an "Extension Period"), during which
      Extension Period no interest on such Notes shall be due and payable
      (except any Additional Tax Sums that may be due and payable). No interest
      on a series of Notes shall be due and payable during an Extension Period,
      except at the end thereof, but each installment of interest that would
      otherwise have been due and payable during such Extension Period shall
      bear Additional Interest (to the extent payment of such interest would be
      legally enforceable) at a variable rate per annum, reset quarterly, equal
      to LIBOR plus 2.18%, compounded quarterly, from the dates on which amounts
      would otherwise have been due and payable until paid or until funds for
      the payment thereof have been made available for payment. If Distributions
      are deferred, the deferred Distributions (including Additional Interest
      Amounts) shall be paid on the date that the related Extension Period
      terminates, to Holders of the applicable series of Trust Securities as
      they appear on the books and records of the Trust on the record date
      immediately preceding such termination date.

            (iii) Distributions shall accumulate and be payable with respect to
      the Series A Trust Securities at an annual rate equal to 4.06% beginning
      on (and including) the date of original issuance and ending on (but
      excluding) October 18, 2004 and at an annual rate for each successive
      period beginning on (and including) October 18, 2004, and each successive
      Distribution Date, and ending on (but excluding) the next succeeding
      Distribution Date equal to LIBOR plus 2.18% of the Liquidation Amount of
      the Series A Trust Securities, such rate being the rate of interest
      payable on the Series A Notes, and with respect to the Series B Trust
      Securities at an annual rate equal to 4.64% beginning on (and including)
      the date of original issuance and ending on (but excluding) January 18,
      2005 and at an annual rate for each successive period beginning on (and
      including) January 18, 2005, and each successive Distribution Date, and
      ending on (but excluding)

                                       17
<PAGE>

      the next succeeding Distribution Date equal to LIBOR plus 2.18% of the
      Liquidation Amount of the Series B Trust Securities, such rate being the
      rate of interest payable on the Series B Notes. LIBOR shall be determined
      by the Calculation Agent in accordance with Schedule A. The amount of
      Distributions payable for any period less than a full Distribution period
      shall be computed on the basis of a 360-day year and the actual number of
      days elapsed in the relevant Distribution period. The amount of
      Distributions payable for any period shall include any Additional Interest
      Amounts in respect of such period; and

            (iv)  Distributions on the Trust Securities shall be made by the
      Paying Agent from the Payment Account and shall be payable on each
      Distribution Date only to the extent that the Trust has funds then on hand
      and available in the Payment Account for the payment of such
      Distributions.

      (b)   Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the applicable series of Trust Securities at the close of business
on the relevant record date, which shall be at the close of business on the
fifteenth day (whether or not a Business Day) preceding the relevant
Distribution Date. Distributions payable on any series of Trust Securities that
are not punctually paid on any Distribution Date as a result of the Depositor
having failed to make an interest payment under the applicable series of Notes
will cease to be payable to the Person in whose name such Trust Securities are
registered on the relevant record date, and such defaulted Distributions and any
Additional Interest Amounts will instead be payable to the Person in whose name
such Trust Securities are registered on the special record date, or other
specified date for determining Holders entitled to such defaulted Distribution
and Additional Interest Amount, established in the same manner, and on the same
date, as such is established with respect to the Notes under the Indenture.

      SECTION 4.2. Redemption.

      (a)   On each Note Redemption Date and on the stated maturity (or any date
of principal repayment upon early maturity) of the Series A or Series B Notes
and on each other date on (or in respect of) which any principal on such Notes,
as applicable, is repaid, the Trust will be required to redeem a Like Amount of
Trust Securities at the Redemption Price.

      (b)   Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date to each Holder of the series
of Trust Securities to be redeemed, at such Holder's address appearing in the
Securities Register. All notices of redemption shall state:

            (i)   the Redemption Date;

            (ii)  the Redemption Price or, if the Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the
      estimate of the Redemption Price provided pursuant to the Indenture, as
      calculated by the Depositor, together with a statement that it is an
      estimate and that the actual Redemption Price will be calculated by the
      Calculation Agent on the fifth Business Day prior to the Redemption Date
      (and if an

                                       18
<PAGE>

      estimate is provided, a further notice shall be sent of the actual
      Redemption Price on the date that such Redemption Price is calculated);

            (iii) if less than all the Outstanding Trust Securities in a given
      series are to be redeemed, the identification (and, in the case of partial
      redemption, the respective principal amounts) and Liquidation Amounts of
      the particular Trust Securities to be redeemed;

            (iv)  that on the Redemption Date, the Redemption Price will become
      due and payable upon each such Trust Security, or portion thereof, to be
      redeemed and that Distributions thereon will cease to accumulate on such
      Trust Security or such portion, as the case may be, on and after said
      date, except as provided in Section 4.2(d);

            (v)   the place or places where the Trust Securities are to be
      surrendered for the payment of the Redemption Price; and

            (vi)  such other provisions as the Property Trustee deems relevant.

      (c)   The Trust Securities (or portion thereof) redeemed on each
Redemption Date shall be redeemed at the Redemption Price with the proceeds from
the contemporaneous redemption or payment at maturity of the corresponding
series of Notes. Redemptions of the Trust Securities (or portion thereof) shall
be made and the Redemption Price shall be payable on each Redemption Date only
to the extent that the Trust has funds then on hand and available in the Payment
Account for the payment of such Redemption Price. Under the Indenture, the Notes
in a given series may be redeemed by the Depositor on any Interest Payment Date,
at the Depositor's option, on or after the fifth (5th) anniversary of the
initial Interest Payment Date for the series of Notes being redeemed, in whole
or in part, from time to time at a redemption price equal to one hundred percent
(100%) of the principal amount thereof, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, to but
excluding the date fixed for redemption (the "Indenture Redemption Price");
provided, that the Depositor shall have received the prior approval of the
Federal Reserve if then required. The Notes may also be redeemed by the
Depositor, at its option, in whole but not in part, upon the occurrence of a
Capital Disqualification Event, an Investment Company Event or a Tax Event at
the Special Event Redemption Price (as set forth in the Indenture).

      (d)   If the Property Trustee gives a notice of redemption in respect of
any series of Preferred Securities, then by 10:00 A.M., New York City time, on
the Redemption Date, the Depositor shall deposit sufficient funds with the
Property Trustee to pay the Redemption Price. If such deposit has been made by
such time, then by 12:00 noon, New York City time, on the Redemption Date, the
Property Trustee will, with respect to Book-Entry Preferred Securities,
irrevocably deposit with the Depositary for such Book-Entry Preferred
Securities, to the extent available therefor, funds sufficient to pay the
applicable Redemption Price and will give such Depositary irrevocable
instructions and authority to pay the Redemption Price to the Holders of the
applicable series of Preferred Securities. With respect to Preferred Securities
that are not Book-Entry Preferred Securities, the Property Trustee will
irrevocably deposit with the Paying Agent, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give the Paying
Agent irrevocable instructions and authority to pay the Redemption

                                       19
<PAGE>

Price to the Holders of the applicable series of Preferred Securities upon
surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities (or portion thereof) called for redemption shall be payable to
the Holders of such Trust Securities as they appear on the Securities Register
on the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of Holders holding Trust Securities (or portion
thereof) so called for redemption will cease, except the right of such Holders
to receive the Redemption Price and any Distribution payable in respect of such
Trust Securities on or prior to the Redemption Date, but without interest, and,
in the case of a partial redemption, the right of such Holders to receive a new
Trust Security or Securities of authorized denominations, in aggregate
Liquidation Amount equal to the unredeemed portion of such Trust Security or
Securities, and such Securities (or portion thereof) called for redemption will
cease to be Outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after each such date until the next succeeding Business
Day), except that, if such Business Day falls in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities (or
portion thereof) called for redemption is improperly withheld or refused and not
paid either by the Trust or by the Depositor pursuant to the Guarantee
Agreement, Distributions on such Trust Securities (or portion thereof) will
continue to accumulate, as set forth in Section 4.1, from the Redemption Date
originally established by the Trust for such Trust Securities (or portion
thereof) to the date such Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.

      (e)   Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities in a given series are to be redeemed on a Redemption Date, then the
aggregate Liquidation Amount of Trust Securities to be redeemed shall be
allocated pro rata to the corresponding series of Common Securities and
Preferred Securities based upon the relative aggregate Liquidation Amounts of
such Common Securities and such Preferred Securities. The Preferred Securities
to be redeemed shall be redeemed on a pro rata basis based upon their respective
Liquidation Amounts not more than sixty (60) days prior to the Redemption Date
by the Property Trustee from the Outstanding Preferred Securities in that series
that were not previously called for redemption; provided, however, that with
respect to Holders that would be required to hold less than one hundred (100)
but more than zero (0) Trust Securities in the applicable series as a result of
such redemption, the Trust shall redeem Trust Securities of each such Holder so
that after such redemption such Holder shall hold either one hundred (100) Trust
Securities in that series or such Holder no longer holds any Trust Securities in
that series, and shall use such method (including, without limitation, by lot)
as the Trust shall deem fair and appropriate; and provided, further, that so
long as the Preferred Securities are Book-Entry Preferred Securities, such
selection shall be made in accordance with the Applicable Depositary Procedures
for the Preferred Securities by such Depositary. The Property Trustee shall
promptly notify the Securities Registrar in writing of the Preferred Securities
(or portion thereof) selected for redemption and, in the case of any Preferred
Securities selected for partial redemption, the

                                       20
<PAGE>

Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
aggregate Liquidation Amount of Preferred Securities in the series that has been
or is to be redeemed.

      (f)   The Trust in issuing the Trust Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Property Trustee shall indicate the
"CUSIP" numbers of the Trust Securities in notices of redemption and related
materials as a convenience to Holders; provided, that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Trust Securities or as contained in any notice of redemption and
related materials.

      SECTION 4.3. Subordination of Common Securities.

      (a)   Payment of Distributions (including any Additional Interest Amounts)
on, the Redemption Price of and the Liquidation Distribution in respect of, each
series of Trust Securities, as applicable, shall be made, pro rata among the
corresponding series of Common Securities and Preferred Securities based on the
Liquidation Amount of the corresponding Trust Securities; provided, that if on
any Distribution Date, Redemption Date or Liquidation Date an Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
any Additional Interest Amounts) on, Redemption Price of or Liquidation
Distribution in respect of, any Common Security of that series, and no other
payment on account of the redemption, liquidation or other acquisition of such
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including any Additional Interest Amounts)
on all Outstanding Preferred Securities in that series for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities in that series then called for redemption, or in the case
of payment of the Liquidation Distribution the full amount of such Liquidation
Distribution on all Outstanding Preferred Securities in that series, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional Interest Amounts) on, or the Redemption
Price of or the Liquidation Distribution in respect of, such Preferred
Securities then due and payable.

      (b)   In the case of the occurrence of any Event of Default, the Holders
of each series of Common Securities shall have no right to act with respect to
any such Event of Default under this Trust Agreement until all such Events of
Default with respect to the corresponding series of Preferred Securities have
been cured, waived or otherwise eliminated. Until all such Events of Default
under this Trust Agreement with respect to such Preferred Securities have been
so cured, waived or otherwise eliminated, the Property Trustee shall act solely
on behalf of the Holders of such Preferred Securities and not on behalf of the
Holders of such Common Securities, and only the Holders of all such Preferred
Securities will have the right to direct the Property Trustee to act on their
behalf.

                                       21
<PAGE>

      SECTION 4.4. Payment Procedures.

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Preferred Securities shall be made by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in
writing at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Securities Register. If any Preferred Securities are held by a
Depositary, such Distributions thereon shall be made to the Depositary in
immediately available funds. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee
and the Holders of the Common Securities.

      SECTION 4.5. Withholding Tax.

      The Trust and the Administrative Trustees shall comply with all
withholding and backup withholding tax requirements under United States federal,
state and local law. The Administrative Trustees on behalf of the Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding and backup
withholding tax with respect to each Holder and any representations and forms as
shall reasonably be requested by the Administrative Trustees on behalf of the
Trust to assist it in determining the extent of, and in fulfilling, its
withholding and backup withholding tax obligations. The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding and backup withholding tax is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any jurisdiction with respect to Distributions or allocations to
any Holder, the amount withheld shall be deemed to be a Distribution in the
amount of the withholding to the Holder. In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions made, the Administrative Trustees on behalf of the Trust may
reduce subsequent Distributions by the amount of such required withholding.

      SECTION 4.6. Tax Returns and Other Reports.

      (a)   The Administrative Trustees shall prepare (or cause to be prepared)
at the principal office of the Trust in the United States, as defined for
purposes of Treasury regulations section 301.7701-7, at the Depositor's expense,
and file, all United States federal, state and local tax and information returns
and reports required to be filed by or in respect of the Trust. The
Administrative Trustees shall prepare at the principal office of the Trust in
the United States, as defined for purposes of Treasury regulations section
301.7701-7, and furnish (or cause to be prepared and furnished), by January 31
in each taxable year of the Trust to each Holder all Internal Revenue Service
forms and returns required to be provided by the Trust. The Administrative
Trustees shall provide the Depositor and the Property Trustee with a copy of all
such returns and reports promptly after such filing or furnishing.

                                       22
<PAGE>

      (b)   So long as the Property Trustee is the holder of any series of
Notes, the Administrative Trustees will cause the Depositor's reports on Form FR
Y-9C to be delivered to the Property Trustee promptly following their filing
with the Federal Reserve.

      SECTION 4.7. Payment of Taxes, Duties, Etc. of the Trust.

      Upon receipt under the Notes of Additional Tax Sums and upon the written
direction of the Administrative Trustees, the Property Trustee shall promptly
pay, solely out of monies on deposit pursuant to this Trust Agreement, any
Additional Taxes imposed on the Trust by the United States or any other taxing
authority.

      SECTION 4.8. Payments under Indenture or Pursuant to Direct Actions.

      Any amount payable hereunder to any Holder of Preferred Securities shall
be reduced by the amount of any corresponding payment such Holder (or any Owner
with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section 6.10(b) of this Trust Agreement.

      SECTION 4.9. Exchanges.

      (a)   If at any time the Depositor or any of its Affiliates (in either
case, a "Depositor Affiliate") is the Owner or Holder of any Preferred
Securities, such Depositor Affiliate shall have the right to deliver to the
Property Trustee all or such portion of its Preferred Securities as it elects
and receive, in exchange therefor, a Like Amount of Notes in the corresponding
series. Such election (i) shall be exercisable effective on any Distribution
Date by such Depositor Affiliate delivering to the Property Trustee a written
notice of such election specifying the Liquidation Amount and series of
Preferred Securities with respect to which such election is being made and the
Distribution Date on which such exchange shall occur, which Distribution Date
shall be not less than ten (10) Business Days after the date of receipt by the
Property Trustee of such election notice and (ii) shall be conditioned upon such
Depositor Affiliate having delivered or caused to be delivered to the Property
Trustee or its designee the Preferred Securities that are the subject of such
election by 10:00 A.M. New York time, on the Distribution Date on which such
exchange is to occur. After the exchange, such Preferred Securities will be
canceled and will no longer be deemed to be Outstanding and all rights of the
Depositor Affiliate with respect to such Preferred Securities will cease.

      (b)   In the case of an exchange described in Section 4.9(a), the Property
Trustee on behalf of the Trust will, on the date of such exchange, exchange
Notes in the same series and having a principal amount equal to a proportional
amount of the aggregate Liquidation Amount of the Outstanding Common Securities
of that series, based on the ratio of the aggregate Liquidation Amount of the
Preferred Securities exchanged pursuant to Section 4.9(a) divided by the
aggregate Liquidation Amount of the Preferred Securities Outstanding in that
series immediately prior to such exchange, for such proportional amount of
Common Securities in that series held by the Depositor (which contemporaneously
shall be canceled and no longer be deemed to be Outstanding); provided, that the
Depositor delivers or causes to be delivered to the Property Trustee or its
designee the required amount of Common Securities to be exchanged by 10:00 A.M.
New York time, on the Distribution Date on which such exchange is to occur.

                                       23
<PAGE>

      SECTION 4.10. Calculation Agent.

      (a)   The Property Trustee shall initially, and for so long as it holds
any of the Notes, be the Calculation Agent for purposes of determining LIBOR for
each Distribution Date. The Calculation Agent may be removed by the
Administrative Trustees at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Administrative Trustees, the
Administrative Trustees will promptly appoint as a replacement Calculation Agent
the London office of a leading bank which is engaged in transactions in
three-month Eurodollar deposits in the international Eurodollar market and which
does not control or is not controlled by or under common control with the
Administrative Trustee or its Affiliates. The Calculation Agent may not resign
its duties without a successor having been duly appointed.

      (b)   The Calculation Agent shall be required to agree that, as soon as
possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in
no event later than 11:00 a.m. (London time) on the Business Day immediately
following each LIBOR Determination Date, the Calculation Agent will calculate
the interest rate (rounded to the nearest cent, with half a cent being rounded
upwards) for the related Distribution Date, and will communicate such rate and
amount to the Depositor, Trustee, each Paying Agent and the Depositary. The
Calculation Agent will also specify to the Administrative Trustee the quotations
upon which the foregoing rates and amounts are based and, in any event, the
Calculation Agent shall notify the Administrative Trustee before 5:00 p.m.
(London time) on each LIBOR Determination Date that either: (i) it has
determined or is in the process of determining the foregoing rates and amounts
or (ii) it has not determined and is not in the process of determining the
foregoing rates and amounts, together with its reasons therefor. The Calculation
Agent's determination of the foregoing rates and amounts for any Distribution
Date will (in the absence of manifest error) be final and binding upon all
parties. For the sole purpose of calculating the interest rate for the Trust
Securities, "Business Day" shall be defined as any day on which dealings in
deposits in Dollars are transacted in the London interbank market.

      SECTION 4.11. Certain Accounting Matters.

      (a)   At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept at the principal office of the Trust in
the United States, as defined for purposes of Treasury Regulations section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be maintained on the accrual method of accounting, in accordance with
generally accepted accounting principles, consistently applied.

      (b)   The Administrative Trustees shall either (i), if the Depositor is
then subject to such reporting requirements, cause each Form 10-K and Form 10-Q
prepared by the Depositor and filed with the Commission in accordance with the
Exchange Act to be delivered to each Holder, with a copy to the Property
Trustee, within thirty (30) days after the filing thereof or (ii) cause to be
prepared at the principal office of the Trust in the United States, as defined
for purposes of Treasury Regulations section 301.7701-7, and delivered to each
of the Holders, with a copy to the Property Trustee, within ninety (90) days
after the end of each Fiscal Year, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

                                       24
<PAGE>

      (c)   The Trust shall maintain one or more bank accounts in the United
States, as defined for purposes of Treasury Regulations section 301.7701-7, in
the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Notes held by the Property Trustee shall be
made directly to the Payment Account and no other funds of the Trust shall be
deposited in the Payment Account. The sole signatories for such accounts
(including the Payment Account) shall be designated by the Property Trustee.

                                   ARTICLE V.

                                   SECURITIES

      SECTION 5.1. Initial Ownership.

      Upon the creation of the Trust and the contribution by the Depositor
referred to in Section 2.3 and until the issuance of the Trust Securities, and
at any time during which no Trust Securities are Outstanding, the Depositor
shall be the sole beneficial owner of the Trust.

      SECTION 5.2. Authorized Trust Securities.

      The Trust shall be authorized to issue two series of Preferred Securities
having an aggregate Liquidation Amount of $16,000,000 per series and two series
of Common Securities having an aggregate Liquidation Amount of $495,000 per
series.

      SECTION 5.3. Issuance of the Common Securities; Subscription and Purchase
of Notes.

      On each Closing Date, an Administrative Trustee, on behalf of the Trust,
shall execute and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of 495 Series A
or Series B Common Securities having an aggregate Liquidation Amount of
$495,000, against receipt by the Trust of the aggregate purchase price of such
Common Securities of $495,000. Contemporaneously therewith and with the sale by
the Trust to the Holders on each Closing Date of an aggregate of 16,000
Preferred Securities of a corresponding series having an aggregate Liquidation
Amount of $16,000,000, an Administrative Trustee, on behalf of the Trust, shall
subscribe for and purchase from the Depositor on each Closing Date, Notes of a
corresponding Series, to be registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$16,495,000, and, in satisfaction of the purchase price for such Notes, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor on each
Closing Date the sum of $16,495,000 (being the aggregate amount paid by the
Holders on each Closing Date for the applicable series of Preferred Securities
and the amount paid by the Depositor on each Closing Date for the applicable
series of Common Securities).

      SECTION 5.4. The Securities Certificates.

      (a)   The Preferred Securities Certificates shall be issued in minimum
denominations of $100,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
minimum denominations of $10,000

                                       25
<PAGE>

Liquidation Amount and integral multiples of $1,000 in excess thereof. The
Securities Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of at least one Administrative Trustee. Securities
Certificates bearing the signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign such Securities
Certificates on behalf of the Trust shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the delivery of such
Securities Certificates or did not have such authority at the date of delivery
of such Securities Certificates.

      (b)   On each Closing Date, upon the written order of an authorized
officer of the Depositor, the Administrative Trustees shall cause Securities
Certificates to be executed on behalf of the Trust and delivered, without
further corporate action by the Depositor, in authorized denominations.

      (c)   The Preferred Securities issued to QIBs shall be, except as provided
in Section 5.6, Book-Entry Preferred Securities issued in the form of one or
more Global Preferred Securities registered in the name of the Depositary, or
its nominee and deposited with the Depositary or a custodian for the Depositary
for credit by the Depositary to the respective accounts of the Depositary
Participants thereof (or such other accounts as they may direct). The Preferred
Securities issued to a Person other than a QIB shall be issued in the form of
Definitive Preferred Securities Certificate.

      (d)   A Preferred Security shall not be valid until authenticated by the
manual signature of an Authorized Officer of the Property Trustee. Such
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Trust Agreement. Upon written order of the Trust signed
by one Administrative Trustee, the Property Trustee shall authenticate the
Preferred Securities for original issue. The Property Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Preferred Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrative
Trustees. The form of this certificate of authentication can be found in Section
5.13.

      SECTION 5.5. Rights of Holders.

      The Trust Securities shall have no preemptive or similar rights and when
issued and delivered to Holders against payment of the purchase price therefor
will be fully paid and non-assessable by the Trust. Except as provided in
Section 5.11(b), the Holders of the Trust Securities, in their capacities as
such, shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

      SECTION 5.6. Book-Entry Preferred Securities.

      (a)   A Global Preferred Security may be exchanged, in whole or in part,
for Definitive Preferred Securities Certificates registered in the names of the
Owners only if such exchange complies with Section 5.7 and (i) the Depositary
advises the Administrative Trustees and the Property Trustee in writing that the
Depositary is no longer willing or able properly to discharge

                                       26
<PAGE>

its responsibilities with respect to the Global Preferred Security, and no
qualified successor is appointed by the Administrative Trustees within ninety
(90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing
agency registered under the Exchange Act and the Administrative Trustees fail to
appoint a qualified successor within ninety (90) days of obtaining knowledge of
such event, (iii) the Administrative Trustees at their option advise the
Property Trustee in writing that the Trust elects to terminate the book-entry
system through the Depositary or (iv) a Note Event of Default has occurred and
is continuing. Upon the occurrence of any event specified in clause (i), (ii),
(iii) or (iv) above, the Administrative Trustees shall notify the Depositary and
instruct the Depositary to notify all Owners of Book-Entry Preferred Securities
of an affected series, the Delaware Trustee and the Property Trustee of the
occurrence of such event and of the availability of the Definitive Preferred
Securities Certificates to Owners of Preferred Securities requesting the same.
Upon the issuance of Definitive Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Preferred Securities Certificates
as Holders. Notwithstanding the foregoing, if an Owner of a beneficial interest
in a Global Preferred Security wishes at any time to transfer an interest in
such Global Preferred Security to a Person other than a QIB, such transfer shall
be effected, subject to the Applicable Depositary Procedures, in accordance with
the provisions of this Section 5.6 and Section 5.7, and the transferee shall
receive a Definitive Preferred Securities Certificate in connection with such
transfer. A holder of a Definitive Preferred Securities Certificate that is a
QIB may, upon request, and in accordance with the provisions of this Section 5.6
and Section 5.7, exchange such Definitive Preferred Securities Certificate for a
beneficial interest in a Global Preferred Security.

      (b)   If any Global Preferred Security is to be exchanged for Definitive
Preferred Securities Certificates or canceled in part, or if any Definitive
Preferred Securities Certificate is to be exchanged in whole or in part for any
Global Preferred Security, then either (i) such Global Preferred Security shall
be so surrendered for exchange or cancellation as provided in this Article V or
(ii) the aggregate Liquidation Amount represented by such Global Preferred
Security shall be reduced, subject to Section 5.4, or increased by an amount
equal to the Liquidation Amount represented by that portion of the Global
Preferred Security to be so exchanged or canceled, or equal to the Liquidation
Amount represented by such Definitive Preferred Securities Certificates to be so
exchanged for any Global Preferred Security, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Property Trustee, in accordance with the Applicable Depositary
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender to the
Administrative Trustees or the Securities Registrar of any Global Preferred
Security or Securities by the Depositary, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Depositary. None of the Securities Registrar or the Trustees shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

      (c)   Every Securities Certificate executed and delivered upon
registration or transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof shall be executed and delivered in the
form of, and shall be, a Global Preferred Security, unless such Securities
Certificate is registered in the name of a Person other than the Depositary for
such Global Preferred Security or a nominee thereof.

                                       27
<PAGE>

      (d)   The Depositary or its nominee, as registered owner of a Global
Preferred Security, shall be the Holder of such Global Preferred Security for
all purposes under this Trust Agreement and the Global Preferred Security, and
Owners with respect to a Global Preferred Security shall hold such interests
pursuant to the Applicable Depositary Procedures. The Securities Registrar and
the Trustees shall be entitled to deal with the Depositary for all purposes of
this Trust Agreement relating to the Global Preferred Securities (including the
payment of the Liquidation Amount of and Distributions on the Book-Entry
Preferred Securities represented thereby and the giving of instructions or
directions by Owners of Book-Entry Preferred Securities represented thereby and
the giving of notices) as the sole Holder of the Book-Entry Preferred Securities
represented thereby and shall have no obligations to the Owners thereof. None of
the Trustees nor the Securities Registrar shall have any liability in respect of
any transfers effected by the Depositary.

      (e)   The rights of the Owners of the Book-Entry Preferred Securities
shall be exercised only through the Depositary and shall be limited to those
established by law, the Applicable Depositary Procedures and agreements between
such Owners and the Depositary and/or the Depositary Participants; provided,
solely for the purpose of determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, to the extent that Preferred Securities are represented by a
Global Preferred Security, the Trustees may conclusively rely on, and shall be
fully protected in relying on, any written instrument (including a proxy)
delivered to the Property Trustee by the Depositary setting forth the Owners'
votes or assigning the right to vote on any matter to any other Persons either
in whole or in part. To the extent that Preferred Securities are represented by
a Global Preferred Security, the initial Depositary will make book-entry
transfers among the Depositary Participants and receive and transmit payments on
the Preferred Securities that are represented by a Global Preferred Security to
such Depositary Participants, and none of the Depositor or the Trustees shall
have any responsibility or obligation with respect thereto.

      (f)   To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Security, the Trustees shall give all such
notices and communications to the Depositary, and shall have no obligations to
the Owners.

      SECTION 5.7. Registration of Transfer and Exchange of Preferred Securities
Certificates.

      (a)   The Property Trustee shall keep or cause to be kept, at the
Corporate Trust Office, a register or registers (the "Securities Register") in
which the registrar and transfer agent with respect to the Trust Securities (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates and registration of transfers
and exchanges of Preferred Securities Certificates as herein provided. The
Person acting as the Property Trustee shall at all times also be the Securities
Registrar. The provisions of Article VIII shall apply to the Property Trustee in
its role as Securities Registrar.

      (b)   Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.7(f), the Administrative Trustees or any

                                       28
<PAGE>

one of them shall execute by manual or facsimile signature and deliver to the
Property Trustee, and the Property Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount as may be required by this Trust Agreement dated the date of
execution by such Administrative Trustee or Trustees. At the option of a Holder,
Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates of the same series in authorized denominations and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificate to be exchanged at the office or agency maintained pursuant to
Section 5.7(f). Whenever any Preferred Securities Certificates are so
surrendered for exchange, the Administrative Trustees or any one of them shall
execute by manual or facsimile signature and deliver to the Property Trustee,
and the Property Trustee shall authenticate and deliver, the Preferred
Securities Certificates that the Holder making the exchange is entitled to
receive.

      (c)   The Securities Registrar shall not be required, (i) to issue,
register the transfer of or exchange any Preferred Security during a period
beginning at the opening of business fifteen (15) days before the day of
selection for redemption of such Preferred Securities pursuant to Article IV and
ending at the close of business on the day of mailing of the notice of
redemption or (ii) to register the transfer of or exchange any Preferred
Security so selected for redemption in whole or in part, except, in the case of
any such Preferred Security to be redeemed in part, any portion thereof not to
be redeemed.

      (d)   Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Securities
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing and (i) if such Preferred Securities Certificate is being transferred
otherwise than to a QIB, accompanied by a certificate of the transferee
substantially in the form set forth as Exhibit E hereto or (ii) if such
Preferred Securities Certificate is being transferred to a QIB, accompanied by a
certificate of the transferor substantially in the form set forth as Exhibit F
hereto.

      (e)   No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Property Trustee on
behalf of the Trust may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Preferred Securities Certificates.

      (f)   The Administrative Trustees shall designate an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange, and initially designate the Corporate
Trust Office as its office and agency for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor, the Property Trustee
and to the Holders of any change in the location of any such office or agency.

      SECTION 5.8. Mutilated, Destroyed, Lost or Stolen Securities Certificates.

      (a)   If any mutilated Securities Certificate shall be surrendered to the
Securities Registrar together with such security or indemnity as may be required
by the Securities Registrar and the Administrative Trustees to save each of them
harmless, the Administrative Trustees, or

                                       29
<PAGE>

any one of them, on behalf of the Trust, shall execute and make available for
delivery in exchange therefor a new Securities Certificate of like class, tenor
and denomination.

      (b)   If the Securities Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Securities Certificate and
there shall be delivered to the Securities Registrar and the Administrative
Trustees such security or indemnity as may be required by them to save each of
them harmless, then in the absence of notice that such Securities Certificate
shall have been acquired by a protected purchaser, the Administrative Trustees,
or any one of them, on behalf of the Trust, shall execute and make available for
delivery, and, with respect to Preferred Securities, the Property Trustee shall
authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
Securities Certificate, a new Securities Certificate of like class, tenor and
denomination.

      (c)   In connection with the issuance of any new Securities Certificate
under this Section 5.8, the Administrative Trustees or the Securities Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

      (d)   Any duplicate Securities Certificate issued pursuant to this Section
5.8 shall constitute conclusive evidence of an undivided beneficial interest in
the assets of the Trust corresponding to that evidenced by the mutilated, lost,
stolen or destroyed Securities Certificate, as if originally issued, whether or
not the lost, stolen or destroyed Securities Certificate shall be found at any
time.

      (e)   If any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Depositor in its discretion may,
instead of issuing a new Security, pay such Security.

      (f)   The provisions of this Section 5.8 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Securities Certificates.

      SECTION 5.9. Persons Deemed Holders.

      The Trustees and the Securities Registrar shall each treat the Person in
whose name any Securities Certificate shall be registered in the Securities
Register as the owner of such Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and none of the
Trustees and the Securities Registrar shall be bound by any notice to the
contrary.

      SECTION 5.10. Cancellation.

      All Preferred Securities Certificates surrendered for registration of
transfer or exchange or for payment shall, if surrendered to any Person other
than the Property Trustee, be delivered to the Property Trustee, and any such
Preferred Securities Certificates and Preferred Securities Certificates
surrendered directly to the Property Trustee for any such purpose shall be
promptly canceled by it. The Administrative Trustees may at any time deliver to
the Property Trustee for cancellation any Preferred Securities Certificates
previously delivered hereunder that the

                                       30
<PAGE>

Administrative Trustees may have acquired in any manner whatsoever, and all
Preferred Securities Certificates so delivered shall be promptly canceled by the
Property Trustee. No Preferred Securities Certificates shall be executed and
delivered in lieu of or in exchange for any Preferred Securities Certificates
canceled as provided in this Section 5.10, except as expressly permitted by this
Trust Agreement. All canceled Preferred Securities Certificates shall be
disposed of by the Property Trustee in accordance with its customary practices
and the Property Trustee shall deliver to the Administrative Trustees a
certificate of such disposition.

      SECTION 5.11. Ownership of Common Securities by Depositor.

      (a)   On the Closing Dates, the Depositor shall acquire, and thereafter
shall retain, beneficial and record ownership of the Common Securities. Neither
the Depositor nor any successor Holder of the Common Securities may transfer
less than all the Common Securities, and the Depositor or any such successor
Holder may transfer such Common Securities only (i) in connection with a
consolidation or merger of the Depositor into another Person, or any conveyance,
transfer or lease by the Depositor of its properties and assets substantially as
an entirety to any Person (in which event such Common Securities will be
transferred to such surviving entity, transferee or lessee, as the case may be),
pursuant to Section 8.1 of the Indenture or (ii) to the Depositor or an
Affiliate of the Depositor, in each such case in compliance with applicable law
(including the Securities Act, and applicable state securities and blue sky
laws). To the fullest extent permitted by law, any attempted transfer of the
Common Securities other than as set forth in the immediately preceding sentence
shall be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating substantially
"THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW
AND SECTION 5.11 OF THE TRUST AGREEMENT."

      (b)   Any Holder of the Common Securities shall be liable for the debts
and obligations of the Trust in the manner and to the extent set forth with
respect to the Depositor and agrees that it shall be subject to all liabilities
to which the Depositor may be subject and, prior to becoming such a Holder,
shall deliver to the Administrative Trustees an instrument of assumption
satisfactory to such Trustees.

      SECTION 5.12. Restricted Legends.

      (a)   Each Preferred Security Certificate shall bear a legend in
substantially the following form:

      "THIS PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
      TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
      THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED
      SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
      OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
      IN THE TRUST AGREEMENT, AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER
      THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE
      OF DTC OR BY A NOMINEE OF DTC TO DTC

                                       31
<PAGE>

      OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
      CIRCUMSTANCES.

      UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC TO MERCANTILE BANK CAPITAL TRUST I OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
      IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
      THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
      ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES
      OR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
      EACH PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE
      SELLER OF THE PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM
      THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
      UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
      AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH
      PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY
      (I) TO THE TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
      A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
      (III) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
      SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
      THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
      AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO,
      OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
      THE SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE
      SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT OF THE
      TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER
      INFORMATION

                                       32
<PAGE>

      SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER
      OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
      IN (A) ABOVE.

      THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
      BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.
      TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF
      PREFERRED SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN
      AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000
      IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
      WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED
      TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED
      SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES, OR
      ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
      HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

      THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
      HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
      EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
      ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE
      UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
      IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY
      ACQUIRE OR HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN, UNLESS
      SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
      UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
      96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
      PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST THEREIN, IS NOT
      PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH
      RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE
      PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
      REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT
      AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A
      PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER
      PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER
      PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
      FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN
      A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR

                                       33
<PAGE>

      SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
      ADMINISTRATIVE EXEMPTION.

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
      OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
      INSURANCE CORPORATION (THE "FDIC")."

      (b)   The above legend shall not be removed from any of the Preferred
Securities Certificates unless there is delivered to the Property Trustee and
the Depositor satisfactory evidence, which may include an opinion of counsel, as
may be reasonably required to ensure that any future transfers thereof may be
made without restriction under the provisions of the Securities Act and other
applicable law. Upon provision of such satisfactory evidence, one or more of the
Administrative Trustees on behalf of the Trust shall execute and deliver to the
Property Trustee, and the Property Trustee shall deliver, at the written
direction of the Administrative Trustees and the Depositor, Preferred Securities
Certificates that do not bear the legend.

      SECTION 5.13. Form of Certificate of Authentication.

      The Property Trustee's certificate of authentication shall be in
substantially the following form:

      This is one of the Preferred Securities referred to in the
within-mentioned Trust Agreement.

Dated:                                          Wilmington Trust Company, not in
                                                its individual capacity, but
                                                solely as Property Trustee

                                                By: ____________________________
                                                    Authorized officer

                                   ARTICLE VI.

                        MEETINGS; VOTING; ACTS OF HOLDERS

      SECTION 6.1. Notice of Meetings.

      Notice of all meetings of the Holders of a series of Preferred Securities,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 11.8 to each Holder of the applicable
series of Preferred Securities, at such Holder's registered address, at least
fifteen (15) days and not more than ninety (90) days before the meeting. At any
such meeting, any business properly before the meeting may be so considered
whether or not stated in the notice of the meeting. Any adjourned meeting may be
held as adjourned without further notice.

                                       34
<PAGE>

      SECTION 6.2. Meetings of Holders of the Preferred Securities.

      (a)   No annual meeting of Holders is required to be held. The Property
Trustee, however, shall call a meeting of the Holders of a given series of
Preferred Securities to vote on any matter upon the written request of the
Holders of at least twenty five percent (25%) in aggregate Liquidation Amount of
the Outstanding Preferred Securities of that series and the Administrative
Trustees or the Property Trustee may, at any time in their discretion, call a
meeting of the Holders of any series of Preferred Securities to vote on any
matters as to which such Holders are entitled to vote.

      (b)   The Holders of at least a Majority in Liquidation Amount of the
applicable series of Preferred Securities, present in person or by proxy, shall
constitute a quorum at any meeting of the Holders of such Preferred Securities.

      (c)   If a quorum is present at a meeting, an affirmative vote by the
Holders present, in person or by proxy, holding Preferred Securities
representing at least a Majority in Liquidation Amount of the series of
Preferred Securities held by the Holders present, either in person or by proxy,
at such meeting shall constitute the action of the Holders of that series of
Preferred Securities, unless this Trust Agreement requires a lesser or greater
number of affirmative votes.

      SECTION 6.3. Voting Rights.

      Holders shall be entitled to one vote for each $10,000 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

      SECTION 6.4. Proxies.

      At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided, that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Administrative Trustees, or with such other
officer or agent of the Trust as the Administrative Trustees may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only Holders
of record shall be entitled to vote. When Trust Securities are held jointly by
several Persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Holder shall be deemed valid unless challenged at or prior
to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

      SECTION 6.5. Holder Action by Written Consent.

      Any action that may be taken by Holders at a meeting may be taken without
a meeting and without prior notice if Holders holding at least a Majority in
Liquidation Amount of all

                                       35
<PAGE>

Preferred Securities in a given series entitled to vote in respect of such
action (or such lesser or greater proportion thereof as shall be required by any
other provision of this Trust Agreement) shall consent to the action in writing;
provided, that notice of such action is promptly provided to the Holders of
Preferred Securities in that series that did not consent to such action. Any
action that may be taken by the Holders of all the Common Securities in a given
series may be taken without a meeting and without prior notice if such Holders
shall consent to the action in writing.

      SECTION 6.6. Record Date for Voting and Other Purposes.

      Except as provided in Section 6.10(a), for the purposes of determining the
Holders who are entitled to notice of and to vote at any meeting or to act by
written consent, or to participate in any distribution on the Trust Securities
in respect of which a record date is not otherwise provided for in this Trust
Agreement, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than ninety (90) days prior to the
date of any meeting of Holders or the payment of a Distribution or other action,
as the case may be, as a record date for the determination of the identity of
the Holders of record for such purposes.

      SECTION 6.7. Acts of Holders.

      (a)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent thereof duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Trust Agreement and conclusive in favor of the Trustees, if made in the manner
provided in this Section 6.7.

      (b)   The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than such signer's
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer's authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that any Trustee receiving the same
deems sufficient.

      (c)   The ownership of Trust Securities shall be proved by the Securities
Register.

      (d)   Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Trust Security shall bind every future
Holder of the same Trust Security and the Holder of every Trust Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done

                                       36
<PAGE>

by the Trustees, the Administrative Trustees or the Trust in reliance thereon,
whether or not notation of such action is made upon such Trust Security.

      (e)   Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

      (f)   If any dispute shall arise among the Holders or the Trustees with
respect to the authenticity, validity or binding nature of any request, demand,
authorization, direction, notice, consent, waiver or other Act of such Holder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

      SECTION 6.8. Inspection of Records.

      Upon reasonable written notice to the Administrative Trustees and the
Property Trustee, the records of the Trust shall be open to inspection by any
Holder during normal business hours for any purpose reasonably related to such
Holder's interest as a Holder.

      SECTION 6.9. Limitations on Voting Rights.

      (a)   Except as expressly provided in this Trust Agreement and in the
Indenture and as otherwise required by law, no Holder of Preferred Securities
shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Securities Certificates, be construed so as to constitute the Holders
from time to time as partners or members of an association.

      (b)   So long as any Notes are held by the Property Trustee on behalf of
the Trust, the Property Trustee shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Note Trustee, or
exercise any trust or power conferred on the Property Trustee with respect to
the Notes, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Notes in a given series shall be due and payable or
(iv) consent to any amendment, modification or termination of the Indenture or
any series of Notes, where such consent shall be required, without, in each
case, obtaining the prior approval of the Holders of at least a Majority in
Liquidation Amount of the corresponding series of Preferred Securities;
provided, that where a consent under the Indenture would require the consent of
each holder of Notes (or each Holder of Preferred Securities) affected thereby,
no such consent shall be given by the Property Trustee without the prior written
consent of each such Holder of Preferred Securities. The Property Trustee shall
not revoke any action previously authorized or approved by a vote of the Holders
of any series of Preferred Securities, except by a subsequent vote of the
Holders of that series of Preferred Securities. In addition to obtaining the
foregoing approvals of the Holders of the Preferred Securities, prior to taking
any of the foregoing actions, the Property Trustee shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such

                                       37
<PAGE>

matters to the effect that such action shall not cause the Trust to be taxable
as a corporation or classified as other than a grantor trust for United States
federal income tax purposes.

      (c)   If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, any action that would adversely affect
in any material respect the powers, preferences or special rights of any series
of Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise, then the Holders of the Outstanding Preferred Securities in the
affected series, as a class, will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of Holders of at least a Majority in Liquidation Amount of the
Preferred Securities of that series. If such a proposed action or amendment
would provide for or otherwise propose to effect the dissolution, winding-up or
termination of the Trust, other than pursuant to the terms of this Trust
Agreement, then the Holders of Outstanding Preferred Securities, voting together
as a class, will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in Liquidation Amount of the Preferred
Securities. Notwithstanding any other provision of this Trust Agreement, no
amendment to this Trust Agreement may be made if, as a result of such amendment,
it would cause the Trust to be taxable as a corporation or classified as other
than a grantor trust for United States federal income tax purposes.

      SECTION 6.10. Acceleration of Maturity; Rescission of Annulment; Waivers
of Past Defaults.

      (a)   For so long as any Preferred Securities remain Outstanding, if, upon
a Note Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.1 of
the Indenture, the Note Trustee fails or the holders of not less than twenty
five percent (25%) in principal amount of the outstanding Notes in a given
series fail to declare the principal of all of the Notes to be immediately due
and payable, the Holders of at least twenty-five percent (25%) in Liquidation
Amount of the Preferred Securities of the corresponding series then Outstanding
shall have the right to make such declaration by a notice in writing to the
Property Trustee, the Depositor and the Note Trustee. At any time after a
declaration of acceleration with respect to a series of Notes has been made and
before a judgment or decree for payment of the money due has been obtained by
the Note Trustee as provided in the Indenture, the Holders of at least a
Majority in Liquidation Amount of the corresponding series of Preferred
Securities, by written notice to the Property Trustee, the Depositor and the
Note Trustee, may rescind and annul such declaration and its consequences if:

            (i)   the Depositor has paid or deposited with the Note Trustee a
      sum sufficient to pay:

                  (A)   all overdue installments of interest on all of the Notes
            of that series;

                  (B)   any accrued Additional Interest on all of such Notes of
            that series;

                                       38
<PAGE>

                  (C)   the principal of and any premium on any Notes of that
            series that have become due otherwise than by such declaration of
            acceleration and interest and Additional Interest thereon at the
            rate borne by such Notes; and

                  (D)   all sums paid or advanced by the Note Trustee under the
            Indenture and the reasonable compensation, expenses, disbursements
            and advances of the Note Trustee, the Property Trustee and their
            agents and counsel; and

            (ii)  all Note Events of Default, other than the non-payment of the
      principal of the Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.13 of the Indenture.

      Upon receipt by the Property Trustee of written notice requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
corresponding series of Preferred Securities, a record date shall be established
for determining Holders of Outstanding Preferred Securities of that series who
are entitled to join in such notice, which record date shall be at the close of
business on the day the Property Trustee receives such notice. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that, unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
that is ninety (90) days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such ninety (90)-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice that has been
canceled pursuant to the proviso to the preceding sentence, in which event a new
record date shall be established pursuant to the provisions of this Section
6.10(a).

      (b)   For so long as any Preferred Securities of a given series remain
Outstanding, to the fullest extent permitted by law and subject to the terms of
this Trust Agreement and the Indenture, upon a Note Event of Default specified
in paragraph (a), (b) or (c) of Section 5.1 of the Indenture, any Holder of
Preferred Securities of that series shall have the right to institute a
proceeding directly against the Depositor, pursuant to Section 5.8 of the
Indenture, for enforcement of payment to such Holder of any amounts payable in
respect of Notes of the corresponding series having an aggregate principal
amount equal to the aggregate Liquidation Amount of such Preferred Securities of
such Holder. Except as set forth in Section 6.10(a) and this Section 6.10(b),
the Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Notes.

      (c)   Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
of a given series may, on behalf of the Holders of all the Preferred Securities
of that series, waive any Note Event of Default, except any Note Event of
Default arising from the failure to pay any principal of or any premium or
interest on (including any Additional Interest) the Notes of the corresponding
series (unless such Note Event of Default has been cured and a sum sufficient to
pay all matured

                                       39
<PAGE>

installments of interest and all principal and premium on all Notes of that
series are due otherwise than by acceleration has been deposited with the Note
Trustee) or a Note Event of Default in respect of a covenant or provision that
under the Indenture cannot be modified or amended without the consent of the
holder of each outstanding Note of that series. Upon any such waiver, such Note
Event of Default shall cease to exist and any Note Event of Default arising
therefrom shall be deemed to have been cured for every purpose of the Indenture;
but no such waiver shall affect any subsequent Note Event of Default or impair
any right consequent thereon.

      (d)   Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
of a given series may, on behalf of the Holders of all the Preferred Securities
of that series, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Trust Agreement, but no such waiver shall extend to any subsequent or other
Event of Default or impair any right consequent thereon.

      (e)   The Holders of a Majority in Liquidation Amount of the Preferred
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee in
respect of this Trust Agreement or the Notes of the corresponding series or
exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement; provided, that, subject to Sections 8.5 and 8.7, the Property
Trustee shall have the right to decline to follow any such direction if the
Property Trustee being advised by counsel determines that the action so directed
may not lawfully be taken, or if the Property Trustee in good faith shall, by an
officer or officers of the Property Trustee, determine that the proceedings so
directed would be illegal or involve it in personal liability or be unduly
prejudicial to the rights of Holders not party to such direction, and provided,
further, that nothing in this Trust Agreement shall impair the right of the
Property Trustee to take any action deemed proper by the Property Trustee and
which is not inconsistent with such direction.

                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1. Representations and Warranties of the Property Trustee and
the Delaware Trustee.

      The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

      (a)   the Property Trustee is a Delaware banking corporation, duly
organized, validly existing and in good standing under the laws of the State of
Delaware;

      (b)   the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

                                       40
<PAGE>

      (c)   the Delaware Trustee is a Delaware banking corporation, duly
organized, validly existing and in good standing under the laws of the State of
Delaware;

      (d)   the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

      (e)   this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
legal, valid and binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity;

      (f)   the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and do not require any approval of
stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Certificate of
Incorporation or By-laws of the Property Trustee or the Delaware Trustee or (ii)
violate any applicable law, governmental rule or regulation of the United States
or the State of Delaware, as the case may be, governing the banking, trust or
general powers of the Property Trustee or the Delaware Trustee or any order,
judgment or decree applicable to the Property Trustee or the Delaware Trustee;

      (g)   neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee
contemplated herein requires the consent or approval of, the giving of notice
to, the registration with or the taking of any other action with respect to any
governmental authority or agency under any existing law of the United States or
the State of Delaware governing the banking, trust or general powers of the
Property Trustee or the Delaware Trustee, as the case may be; and

      (h)   to the best of each of the Property Trustee's and the Delaware
Trustee's knowledge, there are no proceedings pending or threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal that,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

      SECTION 7.2. Representations and Warranties of Depositor.

      The Depositor hereby represents and warrants for the benefit of the
Holders that:

      (a)   the Depositor is a corporation duly organized, validly existing and
in good standing under the laws of its state of incorporation;

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<PAGE>

      (b)   the Depositor has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

      (c)   this Trust Agreement has been duly authorized, executed and
delivered by the Depositor and constitutes the legal, valid and binding
agreement of the Depositor enforceable against the Depositor in accordance with
its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general principles of equity;

      (d)   the Securities Certificates issued at each Closing Date on behalf of
the Trust have been duly authorized and will have been duly and validly
executed, issued and delivered by the applicable Trustees pursuant to the terms
and provisions of, and in accordance with the requirements of, this Trust
Agreement and the Holders will be, as of such date, entitled to the benefits of
this Trust Agreement;

      (e)   the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Depositor and do not require any approval of stockholders of the Depositor
and such execution, delivery and performance will not (i) violate the articles
or certificate of incorporation or by-laws (or other organizational documents)
of the Depositor or (ii) violate any applicable law, governmental rule or
regulation governing the Depositor or any material portion of its property or
any order, judgment or decree applicable to the Depositor or any material
portion of its property;

      (f)   neither the authorization, execution or delivery by the Depositor of
this Trust Agreement nor the consummation of any of the transactions by the
Depositor contemplated herein requires the consent or approval of, the giving of
notice to, the registration with or the taking of any other action with respect
to any governmental authority or agency under any existing law governing the
Depositor or any material portion of its property; and

      (g)   there are no proceedings pending or, to the best of the Depositor's
knowledge, threatened against or affecting the Depositor or any material portion
of its property in any court or before any governmental authority, agency or
arbitration board or tribunal that, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Depositor, as the case may be, to enter into or perform its
obligations under this Trust Agreement.

                                  ARTICLE VIII.

                                  THE TRUSTEES

      SECTION 8.1. Number of Trustees.

      The number of Trustees shall be five (5), provided, that the Property
Trustee and the Delaware Trustee may be the same Person, in which case the
number of Trustees shall be four (4). The number of Trustees may be increased or
decreased by Act of the Holder of the Common Securities subject to Sections 8.2,
8.3, and 8.4. The death, resignation, retirement,

                                       42
<PAGE>

removal, bankruptcy, incompetence or incapacity to perform the duties of an
Trustee shall not operate to annul, dissolve or terminate the Trust.

      SECTION 8.2. Property Trustee Required.

      There shall at all times be a Property Trustee hereunder with respect to
the Trust Securities. The Property Trustee shall be a corporation organized and
doing business under the laws of the United States or of any state thereof,
authorized to exercise corporate trust powers, having a combined capital and
surplus of at least fifty million dollars ($50,000,000), subject to supervision
or examination by federal or state authority and having an office within the
United States. If any such Person publishes reports of condition at least
annually pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 8.2, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.2, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VIII.

      SECTION 8.3. Delaware Trustee Required.

      (a)   If required by the Delaware Statutory Trust Act, there shall at all
times be a Delaware Trustee with respect to the Trust Securities. The Delaware
Trustee shall either be (i) a natural person who is at least 21 years of age and
a resident of the State of Delaware or (ii) a legal entity that has its
principal place of business in the State of Delaware, otherwise meets the
requirements of applicable Delaware law and shall act through one or more
persons authorized to bind such entity. If at any time the Delaware Trustee
shall cease to be eligible in accordance with the provisions of this Section
8.3, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VIII.

      (b)   The Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities, of
the Property Trustee or the Administrative Trustees set forth herein. The
Delaware Trustee shall be one of the trustees of the Trust for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the Delaware
Statutory Trust Act and for taking such actions as are required to be taken by a
Delaware trustee under the Delaware Statutory Trust Act. The duties (including
fiduciary duties), liabilities and obligations of the Delaware Trustee shall be
limited to (a) accepting legal process served on the Trust in the State of
Delaware and (b) the execution of any certificates required to be filed with the
Secretary of State of the State of Delaware that the Delaware Trustee is
required to execute under Section 3811 of the Delaware Statutory Trust Act and
there shall be no other duties (including fiduciary duties) or obligations,
express or implied, at law or in equity, of the Delaware Trustee.

      SECTION 8.4. Appointment of Administrative Trustees.

      (a)   There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized

                                       43
<PAGE>

to bind that entity. Each of the individuals identified as an "Administrative
Trustee" in the preamble of this Trust Agreement hereby accepts his or her
appointment as such.

      (b)   Except where a requirement for action by a specific number of
Administrative Trustees is expressly set forth in this Trust Agreement, any act
required or permitted to be taken by, and any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee. Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.11, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

      SECTION 8.5. Duties and Responsibilities of the Trustees.

      (a)   The rights, immunities, duties and responsibilities of the Trustees
shall be as provided by this Trust Agreement and there shall be no other duties
(including fiduciary duties) or obligations, express or implied, at law or in
equity, of the Trustees; provided, however, that if an Event of Default known to
the Property Trustee has occurred and is continuing, the Property Trustee shall,
prior to the receipt of directions, if any, from the Holders of at least a
Majority in Liquidation Amount of the applicable series of Preferred Securities,
exercise such of the rights and powers vested in it by the Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Notwithstanding the foregoing, no provision of this Trust Agreement
shall require any of the Trustees to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its or their rights or powers, if it or they shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not herein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
8.5. To the extent that, at law or in equity, a Trustee has duties and
liabilities relating to the Trust or to the Holders, such Trustee shall not be
liable to the Trust or to any Holder for such Trustee's good faith reliance on
the provisions of this Trust Agreement. The provisions of this Trust Agreement,
to the extent that they restrict the duties and liabilities of the Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the
Holders to replace such other duties and liabilities of the Trustees.

      (b)   All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Holder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.5(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement.

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<PAGE>

      (c)   No provisions of this Trust Agreement shall be construed to relieve
the Property Trustee from liability with respect to matters that are within the
authority of the Property Trustee under this Trust Agreement for its own
negligent action, negligent failure to act or willful misconduct, except that:

            (i)   the Property Trustee shall not be liable for any error or
      judgment made in good faith by an authorized officer of the Property
      Trustee, unless it shall be proved that the Property Trustee was negligent
      in ascertaining the pertinent facts;

            (ii)  the Property Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of at least a Majority in Liquidation Amount
      of the applicable series of Preferred Securities relating to the time,
      method and place of conducting any proceeding for any remedy available to
      the Property Trustee hereunder or under the Indenture, or exercising any
      trust or power conferred upon the Property Trustee under this Trust
      Agreement;

            (iii) the Property Trustee's sole duty with respect to the custody,
      safe keeping and physical preservation of the Notes and the Payment
      Account shall be to deal with such Property in a similar manner as the
      Property Trustee deals with similar property for its own account, subject
      to the protections and limitations on liability afforded to the Property
      Trustee under this Trust Agreement;

            (iv)  the Property Trustee shall not be liable for any interest on
      any money received by it except as it may otherwise agree with the
      Depositor; and money held by the Property Trustee need not be segregated
      from other funds held by it except in relation to the Payment Account
      maintained by the Property Trustee pursuant to Section 3.1 and except to
      the extent otherwise required by law; and

            (v)   the Property Trustee shall not be responsible for monitoring
      the compliance by the Administrative Trustees or the Depositor with their
      respective duties under this Trust Agreement, nor shall the Property
      Trustee be liable for the default or misconduct of any other Trustee or
      the Depositor.

      SECTION 8.6. Notices of Defaults and Extensions.

      (a)   Within ninety (90) days after the occurrence of a default actually
known to the Property Trustee, the Property Trustee shall transmit notice of
such default to the Holders, the Administrative Trustees and the Depositor,
unless such default shall have been cured or waived; provided, that, except in
the case of a default in the payment of the principal of or any premium or
interest (including any Additional Interest) on any Trust Security, the Property
Trustee shall be fully protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Trust Securities. For the purpose of this Section 8.6, the term
"default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default.

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<PAGE>

      (b)   Within three (3) Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on any series
of Notes pursuant to the Indenture, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 11.8, notice of such exercise to
the applicable Holders and the Administrative Trustees, unless such exercise
shall have been revoked.

      (c)   The Property Trustee shall not be deemed to have knowledge of any
Event of Default unless the Property Trustee shall have received written notice
thereof from the Depositor, any Administrative Trustee or any Holder or unless
an officer of the Property Trustee charged with the administration of this Trust
Agreement shall have obtained actual knowledge of such Event of Default.

      (d)   The Property Trustee shall notify all Holders of a series of
Preferred Securities of any notice of default received with respect to the
corresponding series of Notes.

      SECTION 8.7. Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.5:

      (a)   the Property Trustee may conclusively rely and shall be protected in
acting or refraining from acting in good faith and in accordance with the terms
hereof upon any resolution, Opinion of Counsel, certificate, written
representation of a Holder or transferee, certificate of auditors or any other
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

      (b)   if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds a provision ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the Preferred Securities are entitled to vote under the terms of
this Trust Agreement, the Property Trustee shall deliver a notice to the
Depositor requesting the Depositor's written instruction as to the course of
action to be taken and the Property Trustee shall take such action, or refrain
from taking such action, as the Property Trustee shall be instructed in writing
to take, or to refrain from taking, by the Depositor; provided, that if the
Property Trustee does not receive such instructions of the Depositor within ten
(10) Business Days after it has delivered such notice or such reasonably shorter
period of time set forth in such notice, the Property Trustee may, but shall be
under no duty to, take such action, or refrain from taking such action, as the
Property Trustee shall deem advisable and in the best interests of the Holders,
in which event the Property Trustee shall have no liability except for its own
negligence, bad faith or willful misconduct;

      (c)   any direction or act of the Depositor contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers' Certificate unless
otherwise expressly provided herein;

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<PAGE>

      (d)   any direction or act of an Administrative Trustee contemplated by
this Trust Agreement shall be sufficiently evidenced by a certificate executed
by such Administrative Trustee and setting forth such direction or act;

      (e)   the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
re-recording, re-filing or re-registration thereof;

      (f)   the Property Trustee may consult with counsel (which counsel may be
counsel to the Property Trustee, the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; the Property Trustee shall have the right at any
time to seek instructions concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

      (g)   the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee reasonable security or
indemnity against the costs, expenses (including reasonable attorneys' fees and
expenses) and liabilities that might be incurred by it in compliance with such
request or direction, including reasonable advances as may be requested by the
Property Trustee;

      (h)   the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Property Trustee shall determine
to make such inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Depositor, personally or by agent or
attorney;

      (i)   the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents, attorneys, custodians or nominees and the Property Trustee shall not be
responsible for any negligence or misconduct on the part of any such agent,
attorney, custodian or nominee appointed with due care by it hereunder;

      (j)   whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right hereunder, the Property Trustee (i) may request
instructions from the Holders (which instructions may only be given by the
Holders of the same proportion in Liquidation Amount of the Trust Securities as
would be entitled to direct the Property Trustee under this Trust Agreement in
respect of such remedy, right or action), (ii) may refrain from enforcing such
remedy or right or taking such other action until such instructions are received
and (iii) shall be protected in acting in accordance with such instructions;

                                       47
<PAGE>

      (k)   except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement;

      (l)   without prejudice to any other rights available to the Property
Trustee under applicable law, when the Property Trustee incurs expenses or
renders services in connection with a Bankruptcy Event, such expenses (including
legal fees and expenses of its agents and counsel) and the compensation for such
services are intended to constitute expenses of administration under any
bankruptcy law or law relating to creditors rights generally; and

      (m)   whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Property Trustee (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, request and rely on an Officers' Certificate which, upon
receipt of such request, shall be promptly delivered by the Depositor.

      No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on any Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which such Person shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.

      SECTION 8.8. Delegation of Power.

      Any Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 its, his or her power
for the purpose of executing any documents contemplated in Section 2.5. The
Trustees shall have power to delegate from time to time to such of their number
or to the Depositor the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of this Trust
Agreement.

      SECTION 8.9. May Hold Securities.

      Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and except as provided in the definition of the term "Outstanding" in
Article I, may otherwise deal with the Trust with the same rights it would have
if it were not a Trustee or such other agent.

      SECTION 8.10. Compensation; Reimbursement; Indemnity.

      The Depositor agrees:

      (a)   to pay to the Trustees from time to time such reasonable
compensation for all services rendered by them hereunder as may be agreed by the
Depositor and the Trustees from time to time (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

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<PAGE>

      (b)   to reimburse the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in accordance with
any provision of this Trust Agreement (including the reasonable compensation and
the expenses and disbursements of their agents and counsel), except any such
expense, disbursement or advance as may be attributable to their negligence, bad
faith or willful misconduct; and

      (c)   to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any Trustee
or any Affiliate of any Trustee and (iv) any employee or agent of the Trust
(referred to herein as an "Indemnified Person") from and against any loss,
damage, liability, tax (other than income, franchise or other taxes imposed on
amounts paid pursuant to Section 8.10(a) or (b) hereof), penalty, expense, suit
or claim of any kind or nature whatsoever incurred without negligence, bad faith
or willful misconduct on its part, arising out of or in connection with the
acceptance or administration of the Trust hereunder, including the advancement
of funds to cover the reasonable costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

      The Trust shall have no payment, reimbursement or indemnity obligations to
the Trustees under this Section 8.10. The provisions of this Section 8.10 shall
survive the termination of this Trust Agreement and the earlier removal or
resignation of any Trustee.

      No Trustee may claim any Lien on any Trust Property whether before or
after termination of the Trust as a result of any amount due pursuant to this
Section 8.10.

      To the fullest extent permitted by law, in no event shall the Property
Trustee and the Delaware Trustee be liable for any indirect, special, punitive
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.

      In no event shall the Property Trustee and the Delaware Trustee be liable
for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the
services contemplated by this Trust Agreement.

      SECTION 8.11. Resignation and Removal; Appointment of Successor.

      (a)   No resignation or removal of any Trustee and no appointment of a
successor Trustee pursuant to this Article VIII shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 8.12.

      (b)   A Trustee may resign at any time by giving written notice thereof to
the Depositor and, in the case of the Property Trustee and the Delaware Trustee,
to the Holders.

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<PAGE>

      (c)   Unless an Event of Default shall have occurred and be continuing,
the Property Trustee or the Delaware Trustee, or both of them, may be removed
(with or without cause) at any time by Act of the Holder of the Common
Securities. If an Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed (with
or without cause) at such time by Act of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, delivered to the removed Trustee
(in its individual capacity and on behalf of the Trust). An Administrative
Trustee may be removed (with or without cause) only by Act of the Holder of the
Common Securities at any time.

      (d)   If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Event of Default shall have occurred and be
continuing, the Holder of the Common Securities, by Act of the Holder of the
Common Securities, shall promptly appoint a successor Trustee or Trustees, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 8.12. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Event of Default shall have occurred and be continuing, the Holders of the
Preferred Securities, by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities, shall promptly appoint a successor Property Trustee
or Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
the retiring Property Trustee or Delaware Trustee shall comply with the
applicable requirements of Section 8.12. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when an Event of Default shall have occurred and be continuing, the Holder
of the Common Securities by Act of the Holder of Common Securities shall
promptly appoint a successor Administrative Trustee and such successor
Administrative Trustee and the retiring Administrative Trustee shall comply with
the applicable requirements of Section 8.12. If no successor Trustee shall have
been so appointed by the Holder of the Common Securities or Holders of the
Preferred Securities, as the case may be, and accepted appointment in the manner
required by Section 8.12 within thirty (30) days after the giving of a notice of
resignation by a Trustee, the removal of a Trustee, or a Trustee becoming
incapable of acting as such Trustee, any Holder who has been a Holder of
Preferred Securities for at least six (6) months may, on behalf of himself and
all others similarly situated, and any resigning Trustee may, in each case, at
the expense of the Depositor, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

      (e)   The Depositor shall give notice of each resignation and each removal
of the Property Trustee or the Delaware Trustee and each appointment of a
successor Property Trustee or Delaware Trustee to all Holders in the manner
provided in Section 11.8. Each notice shall include the name of the successor
Property Trustee or Delaware Trustee and the address of its Corporate Trust
Office if it is the Property Trustee.

      (f)   Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Holder of Common
Securities, incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by (i) the unanimous act of the
remaining Administrative Trustees if there are at least two of them or (ii)
otherwise by the Holder of the Common Securities (with the successor in each
case being a Person who

                                       50
<PAGE>

satisfies the eligibility requirement for Administrative Trustees or Delaware
Trustee, as the case may be, set forth in Sections 8.3 and 8.4).

      (g)   Upon the appointment of a successor Delaware Trustee, such successor
Delaware Trustee shall file a Certificate of Amendment to the Certificate of
Trust in accordance with Section 3810 of the Delaware Statutory Trust Act.

      SECTION 8.12. Acceptance of Appointment by Successor.

      (a)   In case of the appointment hereunder of a successor Trustee, each
successor Trustee shall execute and deliver to the Depositor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Trust or any successor Trustee such retiring Trustee
shall, upon payment of its charges, duly assign, transfer and deliver to such
successor Trustee all Trust Property, all proceeds thereof and money held by
such retiring Trustee hereunder with respect to the Trust Securities and the
Trust.

      (b)   Upon request of any such successor Trustee, the Trust (or the
retiring Trustee if requested by the Depositor) shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

      (c)   No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article VIII.

      SECTION 8.13. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided, that such Person shall be
otherwise qualified and eligible under this Article VIII.

      SECTION 8.14. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities Certificates shall be
taken as the statements of the Trust and the Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Notes or the Trust Securities. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.

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<PAGE>

      SECTION 8.15. Property Trustee May File Proofs of Claim.

      (a)   In case of any Bankruptcy Event (or event that with the passage of
time would become a Bankruptcy Event) relative to the Trust or any other obligor
upon the Trust Securities or the property of the Trust or of such other obligor
or their creditors, the Property Trustee (irrespective of whether any
Distributions on the Trust Securities shall then be due and payable and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

            (i)   to file and prove a claim for the whole amount of any
      Distributions owing and unpaid in respect of the Trust Securities and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Property Trustee (including any claim for
      the reasonable compensation, expenses, disbursements and advances of the
      Property Trustee, its agents and counsel) and of the Holders allowed in
      such judicial proceeding; and

            (ii)  to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such proceeding is hereby authorized by each
Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee first any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.

      (b)   Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

      SECTION 8.16. Reports to and from the Property Trustee.

      (a)   The Depositor and the Administrative Trustees shall deliver to the
Property Trustee, not later than forty five (45) days after the end of each of
the first three fiscal quarters of the Depositor and not later than ninety (90)
days after the end of each fiscal year of the Depositor ending after the date of
this Trust Agreement, an Officers' Certificate covering the preceding fiscal
period, stating whether or not to the knowledge of the signers thereof the
Depositor and the Trust are in default in the performance or observance of any
of the terms, provisions and conditions of this Trust Agreement (without regard
to any period of grace or requirement of notice provided hereunder) and, if the
Depositor or the Trust shall be in default, specifying all such defaults and the
nature and status thereof of which they have knowledge.

      (b)   The Depositor shall furnish to (i) the Property Trustee, (ii) the
Purchaser, (iii) any Owner of the Preferred Securities reasonably identified to
the Depositor or the Trust (which

                                       52
<PAGE>

identification may be made either by such Owner or by the Placement Agent or
Purchaser), and (iv) any designee of (i), (ii) or (iii) above, a duly completed
and executed certificate in the form attached hereto as Exhibit G, including the
financial statements referenced in such Exhibit, which certificate and financial
statements shall be so furnished by the Depositor not later than forty five (45)
days after the end of each of the first three fiscal quarters of each fiscal
year of the Depositor and not later than ninety (90) days after the end of each
fiscal year of the Depositor.

      (c)   The Property Trustee shall receive all reports, certificates and
information, which it is entitled to receive under each of the Operative
Documents, and deliver to (i) the Purchaser, (ii) the Placement Agent and (iii)
a designee of (i) or (ii) above as identified in writing to the Property
Trustee, all such reports, certificates or information promptly upon receipt
thereof.

                                   ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

      SECTION 9.1. Dissolution Upon Expiration Date.

      Unless earlier dissolved, the Trust shall automatically dissolve on
December 15, 2039 (the "Expiration Date"), and the Trust Property shall be
liquidated in accordance with Section 9.4.

      SECTION 9.2. Early Termination.

      The first to occur of any of the following events is an "Early Termination
Event", upon the occurrence of which the Trust shall be dissolved:

      (a)   the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor, in its capacity as the Holder of
the Common Securities, unless the Depositor shall have transferred the Common
Securities as provided by Section 5.11, in which case this provision shall refer
instead to any such successor Holder of the Common Securities;

      (b)   the written direction to the Property Trustee from the Holder of the
Common Securities at any time to dissolve the Trust and, after satisfaction of
any liabilities of the Trust as required by applicable law, to distribute the
Notes to Holders in exchange for the Preferred Securities (which direction is
optional and wholly within the discretion of the Holder of the Common
Securities), provided, that the Holder of the Common Securities shall have
received the prior approval of the Federal Reserve if then required;

      (c)   the redemption of all of the Preferred Securities in connection with
the payment at maturity or redemption of all the Notes; and

      (d)   the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

                                       53
<PAGE>

      SECTION 9.3. Termination.

      The respective obligations and responsibilities of the Trustees and the
Trust shall terminate upon the latest to occur of the following: (a) the
distribution by the Property Trustee to Holders of all amounts required to be
distributed hereunder upon the liquidation of the Trust pursuant to Section 9.4,
or upon the redemption of all of the Trust Securities pursuant to Section 4.2;
(b) the satisfaction of any expenses owed by the Trust; and (c) the discharge of
all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Holders.

      SECTION 9.4. Liquidation.

      (a)   If an Early Termination Event specified in Section 9.2(a), (b) or
(d) occurs or upon the Expiration Date, the Trust shall be liquidated by the
Property Trustee as expeditiously as the Property Trustee shall determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Holder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee not less than thirty (30) nor more than sixty (60) days prior to the
Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All such notices of liquidation shall:

            (i)   state the Liquidation Date;

            (ii)  state that from and after the Liquidation Date, the Trust
      Securities will no longer be deemed to be Outstanding and (subject to
      Section 9.4(d)) any Securities Certificates not surrendered for exchange
      will be deemed to represent a Like Amount of Notes; and

            (iii) provide such information with respect to the mechanics by
      which Holders may exchange Securities Certificates for Notes, or if
      Section 9.4(d) applies, receive a Liquidation Distribution, as the
      Property Trustee shall deem appropriate.

      (b)   Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and distribution of the Notes to Holders, the
Property Trustee, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution (which shall not be more than forty-five (45) days prior to the
Liquidation Date nor prior to the date on which notice of such liquidation is
given to the Holders) and establish such procedures as it shall deem appropriate
to effect the distribution of Notes in exchange for the Outstanding Securities
Certificates.

      (c)   Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Notes will be issued to Holders of
Securities Certificates, upon surrender of such Certificates to the exchange
agent for exchange, (iii) the Depositor shall use its best efforts to have the
Notes listed on the New York Stock Exchange or on such other exchange,
interdealer quotation system or self-regulatory organization on which the
Preferred Securities are then listed, if any, (iv) Securities Certificates not
so surrendered for exchange will be deemed to represent a

                                       54
<PAGE>

Like Amount of Notes bearing accrued and unpaid interest in an amount equal to
the accumulated and unpaid Distributions on such Securities Certificates until
such certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal will be made to Holders of
Securities Certificates with respect to such Notes) and (v) all rights of
Holders holding Trust Securities will cease, except the right of such Holders to
receive Notes upon surrender of Securities Certificates.

      (d)   Notwithstanding the other provisions of this Section 9.4, if
distribution of the Notes in the manner provided herein is determined by the
Property Trustee not to be permitted or practical, the Trust Property shall be
liquidated, and the Trust shall be wound up by the Property Trustee in such
manner as the Property Trustee determines. In such event, Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such winding up the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities, except that, if
an Event of Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities as provided in Section 4.3.

      SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of
Trust.

      The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person except pursuant to this Article IX.
At the request of the Holder of the Common Securities, without the consent of
the Holders of the Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that:

      (a)   such successor entity either (i) expressly assumes all of the
obligations of the Trust under this Trust Agreement with respect to the
Preferred Securities or (ii) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (such
other Securities, the "Successor Securities") so long as the Successor
Securities have the same priority as the Preferred Securities with respect to
distributions and payments upon liquidation, redemption and otherwise;

      (b)   a trustee of such successor entity possessing substantially the same
powers and duties as the Property Trustee is appointed to hold the Notes;

      (c)   if the Preferred Securities or the Notes are rated, such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities

                                       55
<PAGE>

or the Notes (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization that then assigns a rating
to the Preferred Securities or the Notes;

      (d)   the Preferred Securities are listed, or any Successor Securities
will be listed upon notice of issuance, on any national securities exchange or
interdealer quotation system on which the Preferred Securities are then listed,
if any;

      (e)   such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the Holders of the Preferred Securities (including any Successor
Securities) in any material respect;

      (f)   such successor entity has a purpose substantially identical to that
of the Trust;

      (g)   prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect; (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
"investment company" under the Investment Company Act and (iii) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Trust (or the successor entity) will continue to be classified as a grantor
trust for U.S. federal income tax purposes; and

      (h)   the Depositor or its permitted transferee owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee Agreement.

Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of all of the Preferred Securities, consolidate, amalgamate, merge with
or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
entity to consolidate, amalgamate, merge with or into, or replace, the Trust if
such consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Trust or the successor entity to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or cause the Notes to be treated as other than
indebtedness of the Depositor for United States federal income tax purposes.

                                   ARTICLE X.

                            INFORMATION TO PURCHASER

      SECTION 10.1. Depositor Obligations to Purchaser.

      Notwithstanding any other provision herein, the Depositor shall furnish to
(a) the Purchaser, (b) any Owner of the Preferred Securities reasonably
identified to the Depositor or the Trust (which identification may be made
either by such Owner or by the Placement Agent or Purchaser) and (c) any
designee of (a) or (b) above, copies of all correspondence, notices, forms,

                                       56
<PAGE>

filings, reports and other documents required to be provided by the Depositor,
whether acting through an Administrative Trustee or otherwise, to the Property
Trustee or Delaware, Trustee under this Trust Agreement.

      SECTION 10.2. Trustee's Obligations to Purchaser.

      Notwithstanding any other provision herein, the Property Trustee shall
furnish to (a) the Purchaser, (b) the Placement Agent and (c) a designee of (a)
or (b) above, copies of all (i) correspondence, notices, forms, filings, reports
and other documents required to be provided to the Property Trustee or Delaware
Trustee by the Depositor, whether acting through an Administrative Trustee or
otherwise, under this Trust Agreement, and (ii) all correspondence, notices,
forms, filings, reports and other documents required to be provided to the
Depositor or a Holder by the Property Trustee or Delaware Trustee under this
Trust Agreement.

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

      SECTION 11.1. Limitation of Rights of Holders.

      Except as set forth in Section 9.2, the death, bankruptcy, termination,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor annul, dissolve or terminate the Trust nor entitle the legal
representatives or heirs of such Person or any Holder for such Person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

      SECTION 11.2. Agreed Tax Treatment of Trust and Trust Securities.

      The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust as a grantor trust for United States federal, state and local tax
purposes, and to treat the Trust Securities (including all payments and proceeds
with respect to such Trust Securities) as undivided beneficial ownership
interests in the Trust Property (and payments and proceeds therefrom,
respectively) for United States federal, state and local tax purposes. The
provisions of this Trust Agreement shall be interpreted to further this
intention and agreement of the parties.

      SECTION 11.3. Amendment.

      (a)   This Trust Agreement may be amended from time to time by the
Property Trustee, the Administrative Trustees and the Holder of all the Common
Securities, without the consent of any Holder of the Preferred Securities, (i)
to cure any ambiguity, correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust

                                       57
<PAGE>

Agreement, (ii) to modify, eliminate or add to any provisions of this Trust
Agreement to such extent as shall be necessary to ensure that the Trust will
neither be taxable as a corporation nor be classified as other than a grantor
trust for United States federal income tax purposes at all times that any Trust
Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be required to register as an "investment
company" under the Investment Company Act or (iii) to add to the covenants,
restrictions or obligations of the Depositor; provided, that in the case of
clauses (i), (ii) or (iii), such action shall not adversely affect in any
material respect the interests of any Holder.

      (b)   Except as provided in Section 11.3(c), any provision of this Trust
Agreement may be amended by the Property Trustee, the Administrative Trustees
and the Holder of all of the Common Securities and with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that
such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or affect the treatment of the Notes as indebtedness
of the Depositor for United States federal income tax purposes or affect the
Trust's exemption from status (or from any requirement to register) as an
"investment company" under the Investment Company Act.

      (c)   Notwithstanding any other provision of this Trust Agreement, without
the consent of each Holder of Trust Securities of an affected series, this Trust
Agreement may not be amended to (i) change the accrual rate, amount, currency or
timing of any Distribution on or the redemption price of the Trust Securities or
otherwise adversely affect the amount of any Distribution or other payment
required to be made in respect of the Trust Securities as of a specified date,
(ii) restrict or impair the right of a Holder to institute suit for the
enforcement of any such payment on or after such date, (iii) reduce the
percentage of aggregate Liquidation Amount of Outstanding Preferred Securities
in one or more series, the consent of whose Holders is required for any such
amendment, or the consent of whose Holders is required for any waiver of
compliance with any provision of this Trust Agreement or of defaults hereunder
and their consequences provided for in this Trust Agreement; (iv) impair or
adversely affect the rights and interests of the Holders in the Trust Property,
or permit the creation of any Lien on any portion of the Trust Property; or (v)
modify the definition of "Outstanding," this Section 11.3(c), Sections 4.1, 4.2,
4.3, 6.10(e) or Article IX.

      (d)   Notwithstanding any other provision of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
that would cause the Trust to be taxable as a corporation or to be classified as
other than a grantor trust for United States federal income tax purposes or that
would cause the Notes to fail or cease to be treated as indebtedness of the
Depositor for United States federal income tax purposes or that would cause the
Trust to fail or cease to qualify for the exemption from status (or from any
requirement to register) as an "investment company" under the Investment Company
Act.

      (e)   If any amendment to this Trust Agreement is made, the Administrative
Trustees or the Property Trustee shall promptly provide to the Depositor a copy
of such amendment.

                                       58
<PAGE>

      (f)   No Trustee shall be required to enter into any amendment to this
Trust Agreement that affects its own rights, duties or immunities under this
Trust Agreement. The Trustees shall be entitled to receive an Opinion of Counsel
and an Officers' Certificate stating that any amendment to this Trust Agreement
is in compliance with this Trust Agreement and all conditions precedent herein
provided for relating to such action have been met.

      (g)   No amendment or modification to this Trust Agreement that adversely
affects in any material respect the rights, duties, liabilities, indemnities or
immunities of the Delaware Trustee hereunder shall be permitted without the
prior written consent of the Delaware Trustee.

      SECTION 11.4. Separability.

      If any provision in this Trust Agreement or in the Securities Certificates
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and there shall be deemed substituted for the provision at
issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.

      SECTION 11.5. Governing Law.

      THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS.

      SECTION 11.6. Successors.

      This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust and any Trustee, including any
successor by operation of law. Except in connection with a transaction involving
the Depositor that is permitted under Article VIII of the Indenture and pursuant
to which the assignee agrees in writing to perform the Depositor's obligations
hereunder, the Depositor shall not assign its obligations hereunder.

      SECTION 11.7. Headings.

      The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

      SECTION 11.8. Reports, Notices and Demands.

      (a)   Any report, notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Holder or the Depositor may be given or served in writing
delivered in person, or by reputable, overnight courier, by telecopy or by
deposit thereof, first-class postage prepaid, in the United States mail,
addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
as such Holder's name and address may appear on the Securities Register; and (b)
in the case of the Holder of all

                                       59
<PAGE>

the Common Securities or the Depositor, to Mercantile Bank Corporation, 5650
Byron Center Avenue SW, Wyoming, Michigan, 49509, Attention: Chief Financial
Officer, or to such other address as may be specified in a written notice by the
Holder of all the Common Securities or the Depositor, as the case may be, to the
Property Trustee. Such report, notice, demand or other communication to or upon
a Holder or the Depositor shall be deemed to have been given when received in
person, within one (1) Business Day following delivery by overnight courier,
when telecopied with receipt confirmed, or within three (3) Business Days
following delivery by mail, except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

      (b)   Any notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee, the Administrative Trustees, the
Trust, the Placement Agent, or the Purchaser shall be given in writing by
deposit thereof, first-class postage prepaid, in the U.S. mail, personal
delivery or facsimile transmission, addressed to such Person as follows: (a)
with respect to the Property Trustee to Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention:
Corporate Trust Administration, facsimile no. (302) 636-4140; (b) with respect
to the Delaware Trustee, to Wilmington Trust Company, Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust
Administration, facsimile no. (302) 636-4140; (c) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Mercantile Bank Capital
Trust I," (d) with respect to the Trust, to its principal executive office
specified in Section 2.2, with a copy to the Property Trustee, (e) with respect
to the Placement Agent, to SunTrust Capital Markets, Inc., 303 Peachtree Street,
N.E., 24th Floor, Mail Code 3950, Atlanta, Georgia 30308, facsimile no. (404)
813-5000, and (f) with respect to the Purchaser, to STI Investment Management,
Inc., 2202 Polly Drummond Office Park, Newark, Delaware 19711, facsimile no.
(302) 737-3425. Such notice, demand or other communication to or upon the Trust,
the Property Trustee or the Administrative Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust,
the Property Trustee or the Administrative Trustees.

      SECTION 11.9. Agreement Not to Petition.

      Each of the Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Trust has been
terminated in accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Trust under any Bankruptcy Law or otherwise
join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. If the Depositor takes action in violation of this Section 11.9,
the Property Trustee agrees, for the benefit of Holders, that at the expense of
the Depositor, it shall file an answer with the applicable bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.

                                       60
<PAGE>

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       61
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                                        Mercantile Bank Corporation,
                                        as Depositor

                                        By: /S/ GERALD R. JOHNSON, JR.
                                            ------------------------------------
                                            Gerald R. Johnson, Jr.
                                            Chairman and Chief Executive Officer

Wilmington Trust Company, as Property   Wilmington Trust Company, as Delaware
Trustee                                 Trustee

By: /S/ W. THOMAS MORRIS, II            By: /S/ W. THOMAS MORRIS, II
    -------------------------               ------------------------------------
    Name: W. Thomas Morris, II              Name: W. Thomas Morris, II
    Title: Senior Financial Services        Title: Senior Financial Services
            Officer                                 Officer

/S/ GERALD R. JOHNSON, JR.              /S/ CHARLES E. CHRISTMAS
- -----------------------------           ----------------------------------------
Gerald R. Johnson, Jr.                  Charles E. Christmas
Administrative Trustee                  Administrative Trustee

/S/ MICHAEL H. PRICE
- ----------------------------
Michael H. Price
Administrative Trustee

<PAGE>

                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                       OF

                         Mercantile Bank Capital Trust I

            This Certificate of Trust of Mercantile Bank Capital Trust I (the
"Trust") is being duly executed and filed on behalf of the Trust by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

            1.    Name. The name of the statutory trust formed by this
Certificate of Trust is: Mercantile Bank Capital Trust I.

            2.    Trustee. The name and business address of the trustee of the
Trust with its principal place of business in the State of Delaware are
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration.

            3.    Effective Date. This Certificate of Trust shall be effective
upon its filing with the Secretary of State of the State of Delaware.

            IN WITNESS WHEREOF, the undersigned have duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                                        Wilmington Trust Company, not in its
                                        individual capacity, but solely as
                                        Trustee

                                        By: ____________________________________
                                            Name:
                                            Title:

                                       A-1
<PAGE>

                                                                     Exhibit B-1

                [FORM OF SERIES A COMMON SECURITIES CERTIFICATE]

THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT

Certificate Number                                495 Series A Common Securities

         C-A1                                                 September 16, 2004

                    Certificate Evidencing Common Securities

                                       of

                         Mercantile Bank Capital Trust I

                    Series A Floating Rate Common Securities

                 (liquidation amount $1,000 per Common Security)

      Mercantile Bank Capital Trust I, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Mercantile Bank
Corporation, a Michigan Corporation, (the "Holder") is the registered owner of
495 common securities of the Trust representing undivided common beneficial
interests in the assets of the Trust and designated the Mercantile Bank Capital
Trust I Series A Floating Rate Common Securities (liquidation amount $1,000 per
Common Security) (the "Common Securities"). Except in accordance with Section
5.11 of the Trust Agreement (as defined below), the Common Securities are not
transferable and, to the fullest extent permitted by law, any attempted transfer
hereof other than in accordance therewith shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of September 16, 2004, as the same may be amended from time to
time (the "Trust Agreement"), among Mercantile Bank Corporation, as Depositor,
Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, the Administrative Trustees named therein and the Holders,
from time to time, of Trust Securities. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

                                      B-1-1
<PAGE>

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      This Common Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

      Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this 16th day of September,
2004.

                                        MERCANTILE BANK CAPITAL TRUST I

                                        By: ____________________________________
                                            Name:
                                            Administrative Trustee

                                      B-1-2
<PAGE>

                                                                     Exhibit B-2

                [FORM OF SERIES B COMMON SECURITIES CERTIFICATE]

THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT

Certificate Number                                495 Series B Common Securities

       C-B1                                                    December 10, 2004

                    Certificate Evidencing Common Securities

                                       of

                         Mercantile Bank Capital Trust I

                    Series B Floating Rate Common Securities

                 (liquidation amount $1,000 per Common Security)

      Mercantile Bank Capital Trust I, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Mercantile Bank
Corporation, a Michigan Corporation, (the "Holder") is the registered owner of
495 common securities of the Trust representing undivided common beneficial
interests in the assets of the Trust and designated the Mercantile Bank Capital
Trust I Series B Floating Rate Common Securities (liquidation amount $1,000 per
Common Security) (the "Common Securities"). Except in accordance with Section
5.11 of the Trust Agreement (as defined below), the Common Securities are not
transferable and, to the fullest extent permitted by law, any attempted transfer
hereof other than in accordance therewith shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of September 16, 2004, as the same may be amended from time to
time (the "Trust Agreement"), among Mercantile Bank Corporation, as Depositor,
Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, the Administrative Trustees named therein and the Holders,
from time to time, of Trust Securities. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

                                      B-2-1
<PAGE>

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      This Common Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

      Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this __ day of _______, 2004.

                                        MERCANTILE BANK CAPITAL TRUST I

                                        By: ____________________________________
                                            Name:
                                            Administrative Trustee

                                      B-2-2
<PAGE>

                                                                     Exhibit C-1

               [FORM OF SERIES A PREFERRED SECURITIES CERTIFICATE]

      THIS PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS
EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST
AGREEMENT, AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF
THIS PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

      UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO MERCANTILE BANK CAPITAL TRUST I OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES OR
ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE
TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR

                                      C-1-1
<PAGE>

OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR
(V), SUBJECT TO THE RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION
OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER
WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES
OR ANY INTEREST THEREIN IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF
LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT
OF LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES OR ANY
INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

      THE HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN BY ITS ACCEPTANCE
HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO
PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS PREFERRED
SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER
APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR ANY
INTEREST THEREIN IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF
THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR

                                      C-1-2
<PAGE>

ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC").

Certificate Number G-A1                     16,000 Series A Preferred Securities
                                        $16,000,000 Aggregate Liquidation Amount

                                                              September 16, 2004

                                    CUSIP NO.

                                   587374 AA 7

                   Certificate Evidencing Preferred Securities

                                       of

                         Mercantile Bank Capital Trust I

                   Series A Floating Rate Preferred Securities
               (liquidation amount $1,000 per Preferred Security)

      Mercantile Bank Capital Trust I, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of 16,000 Preferred Securities or such other
number of Preferred Securities represented hereby as may be set forth in the
records of the Securities Registrar hereinafter referred to in accordance with
the Trust Agreement (as defined below), of the Trust representing an undivided
preferred beneficial interest in the assets of the Trust and designated the
Mercantile Bank Capital Trust I Series A Floating Rate Preferred Securities
(liquidation amount $1,000 per Preferred Security) (the "Series A Preferred
Securities"). The Series A Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.7 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Series A Preferred Securities are set forth in, and this
certificate and the Series A Preferred Securities represented hereby are issued
and shall in all respects be subject to the terms and provisions of, the Amended
and Restated Trust Agreement of the Trust, dated as of September 16, 2004, as
the same may be amended from time to time (the "Trust Agreement"), among
Mercantile Bank Corporation, a Michigan corporation, as Depositor, Wilmington
Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware

                                      C-1-3
<PAGE>

Trustee, the Administrative Trustees named therein and the Holders, from time to
time, of Trust Securities. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by Mercantile Bank Corporation and Wilmington
Trust Company, as Guarantee Trustee, dated as of September 16, 2004, as the same
may be amended from time to time (the "Guarantee Agreement"), to the extent
provided therein. The Trust will furnish a copy of each of the Trust Agreement
and the Guarantee Agreement to the Holder without charge upon written request to
the Property Trustee at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      This Preferred Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

      All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Schedules and Exhibits thereto.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this 16th day of September,
2004.

                                        MERCANTILE BANK CAPITAL TRUST I

                                        By: ____________________________________
                                            Name:
                                            Administrative Trustee

      This is one of the Preferred Securities referred to in the
within-mentioned Trust Agreement.

Dated:

                                          Wilmington Trust Company, not in its
                                          individual capacity, but solely as
                                          Property Trustee

                                          By: __________________________________
                                              Authorized officer

                                      C-1-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      The Trust promises to pay Distributions from the date of original
issuance, or from the most recent Distribution Date to which Distributions have
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on January 18, April 18, July 18 and October 18 of each year,
commencing on October 18, 2004, at an annual rate equal to 4.06% beginning on
(and including) the date of original issuance and ending on (but excluding)
October 18, 2004 and at an annual rate for each successive period beginning on
(and including) October 18, 2004, and each successive Distribution Date, and
ending on (but excluding) the next succeeding Distribution Date equal to LIBOR
plus 2.18% of the Liquidation Amount of the Series A Preferred Securities
represented by this Preferred Securities Certificate, together with any
Additional Interest Amounts, in respect to such period.

      Distributions on the Series A Trust Securities shall be made by the Paying
Agent from the Payment Account and shall be payable on each Distribution Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Distributions.

      In the event (and to the extent) that the Depositor exercises its right
under the Indenture to defer the payment of interest on the Series A Notes,
Distributions on the Series A Preferred Securities shall be deferred.

      Under the Indenture, so long as no Note Event of Default pursuant to
paragraphs (c), (e) or (f) of Section 5.1 of the Indenture has occurred and is
continuing, the Depositor shall have the right, at any time and from time to
time during the term of the Series A Notes, to defer the payment of interest on
such Notes for a period of up to twenty (20) consecutive quarterly interest
payment periods (each such extended interest payment period, an "Extension
Period"), during which Extension Period no interest shall be due and payable
(except any Additional Tax Sums that may be due and payable). No interest on
such Notes shall be due and payable during an Extension Period, except at the
end thereof, but each installment of interest that would otherwise have been due
and payable during such Extension Period shall bear Additional Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate
per annum, reset quarterly, equal to LIBOR plus 2.18%, compounded quarterly,
from the dates on which amounts would have otherwise been due and payable until
paid or until funds for the payment thereof have been made available for
payment. If Distributions are deferred, the deferred Distributions (including
Additional Interest Amounts) shall be paid on the date that the related
Extension Period terminates to Holders (as defined in the Trust Agreement) of
the Series A Trust Securities as they appear on the books and records of the
Trust on the record date immediately preceding such termination date.

      Distributions on the Series A Trust Securities must be paid on the dates
payable (after giving effect to any Extension Period) to the extent that the
Trust has funds available for the payment of such Distributions in the Payment
Account of the Trust. The Trust's funds available for Distribution to the
Holders of the Series A Preferred Securities will be limited to payments
received from the Depositor. The payment of Distributions out of moneys held by
the Trust is guaranteed by the Depositor pursuant to the Guarantee Agreement.

                                      C-1-5
<PAGE>

      During any such Extension Period, the Depositor shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Depositor's capital stock or
(ii) make any payment of principal of or any interest or premium on or repay,
repurchase or redeem any debt securities of the Depositor that rank pari passu
in all respects with or junior in interest to the Notes (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Depositor in connection with (1) any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, (2) a dividend reinvestment or stockholder
stock purchase plan or (3) the issuance of capital stock of the Depositor (or
securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of an exchange or conversion of any class or
series of the Depositor's capital stock (or any capital stock of a Subsidiary
(as defined in the Indenture) of the Depositor) for any class or series of the
Depositor's capital stock or of any class or series of the Depositor's
indebtedness for any class or series of the Depositor's capital stock, (c) the
purchase of fractional interests in shares of the Depositor's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (d) any declaration of a dividend in
connection with any Rights Plan (as defined in the Indenture), the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock).

      On each Series A Note Redemption Date, on the stated maturity (or any date
of principal repayment upon early maturity) of the Series A Notes and on each
other date on (or in respect of) which any principal on the Notes is repaid, the
Trust will be required to redeem a Like Amount of Series A Trust Securities at
the Redemption Price. Under the Indenture, the Series A Notes may be redeemed by
the Depositor on any Interest Payment Date, at the Depositor's option, on or
after October 18, 2009 in whole or in part from time to time at a redemption
price equal to one hundred percent (100%) of the principal amount thereof or the
redeemed portion thereof, as applicable, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, to but
excluding the date fixed for redemption; provided, that the Depositor shall have
received the prior approval of the Federal Reserve if then required. The Notes
may also be redeemed by the Depositor, at its option, at any time, in whole but
not in part, upon the occurrence of a Capital Disqualification Event, an
Investment Company Event or a Tax Event at the Special Event Redemption Price.

      The Series A Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at maturity of the Series A Notes. Redemptions of the
Series A Trust Securities (or portion thereof) shall be made and the Redemption
Price shall be payable on each Redemption Date only to the extent that the Trust
has funds then on hand and available in the Payment Account for the payment of
such Redemption Price.

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Series A Preferred Securities shall be made by wire transfer at such place and
to such account at a banking institution in the

                                      C-1-6

<PAGE>

United States as may be designated in writing at least ten (10) Business Days
prior to the date for payment by the Person entitled thereto unless proper
written transfer instructions have not been received by the relevant record
date, in which case such payments shall be made by check mailed to the address
of such Person as such address shall appear in the Security Register. If any
Series A Preferred Securities are held by a Depositary, such Distributions shall
be made to the Depositary in immediately available funds.

      The indebtedness evidenced by the Series A Notes is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Debt (as defined in the Indenture), and this
Security is issued subject to the provisions of the Indenture with respect
thereto.

                                      C-1-7
<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Securities Certificate to:

        (Insert assignee's social security or tax identification number)

                    (Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:       ____________________________

Signature:  ____________________________________________________________________
               (Sign exactly as your name appears on the other side of this
                            Preferred Securities Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      C-1-8
<PAGE>

                                                                     Exhibit C-2

               [FORM OF SERIES B PREFERRED SECURITIES CERTIFICATE]

      THIS PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS
EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST
AGREEMENT, AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF
THIS PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

      UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO MERCANTILE BANK CAPITAL TRUST I OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES OR
ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE
TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF

                                      C-2-1
<PAGE>

THE SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR
(V), SUBJECT TO THE RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION
OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER
WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES
OR ANY INTEREST THEREIN IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF
LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT
OF LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES OR ANY
INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

      THE HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN BY ITS ACCEPTANCE
HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO
PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS PREFERRED
SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER
APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR ANY
INTEREST THEREIN IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF
THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO

                                      C-2-2
<PAGE>

FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC").

Certificate Number G-B1                     16,000 Series B Preferred Securities
                                        $16,000,000 Aggregate Liquidation Amount

                                                       ___________________, 2004

                                    CUSIP NO.

                                _________________

                   Certificate Evidencing Preferred Securities

                                       of

                         Mercantile Bank Capital Trust I

                   Series B Floating Rate Preferred Securities
               (liquidation amount $1,000 per Preferred Security)

      Mercantile Bank Capital Trust I, a statutory trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of 16,000 Preferred Securities or such other
number of Preferred Securities represented hereby as may be set forth in the
records of the Securities Registrar hereinafter referred to in accordance with
the Trust Agreement (as defined below), of the Trust representing an undivided
preferred beneficial interest in the assets of the Trust and designated the
Mercantile Bank Capital Trust I Series B Floating Rate Preferred Securities
(liquidation amount $1,000 per Preferred Security) (the "Series B Preferred
Securities"). The Series B Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.7 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Series B Preferred Securities are set forth in, and this
certificate and the Series B Preferred Securities represented hereby are issued
and shall in all respects be subject to the terms and provisions of, the Amended
and Restated Trust Agreement of the Trust, dated as of September 16, 2004, as
the same may be amended from time to time (the "Trust Agreement"), among
Mercantile Bank Corporation, a Michigan corporation, as Depositor, Wilmington
Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware

                                      C-2-3
<PAGE>

Trustee, the Administrative Trustees named therein and the Holders, from time to
time, of Trust Securities. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by Mercantile Bank Corporation and Wilmington
Trust Company, as Guarantee Trustee, dated as of September 16, 2004, as the same
may be amended from time to time (the "Guarantee Agreement"), to the extent
provided therein. The Trust will furnish a copy of each of the Trust Agreement
and the Guarantee Agreement to the Holder without charge upon written request to
the Property Trustee at its principal place of business or registered office.

      Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

      This Preferred Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

      All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Schedules and Exhibits thereto.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this __ day of __________,
____.

                                        MERCANTILE BANK CAPITAL TRUST I

                                        By: ____________________________________
                                            Name:
                                            Administrative Trustee

      This is one of the Preferred Securities referred to in the
within-mentioned Trust Agreement.

Dated:

                                          Wilmington Trust Company, not in its
                                          individual capacity, but solely as
                                          Property Trustee

                                          By: __________________________________
                                              Authorized officer

                                      C-2-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      The Trust promises to pay Distributions from the date of original
issuance, or from the most recent Distribution Date to which Distributions have
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on January 18, April 18, July 18 and October 18 of each year,
commencing on January 18, 2005, at an annual rate equal to 4.64% beginning on
(and including) the date of original issuance and ending on (but excluding)
January 18, 2005 and at an annual rate for each successive period beginning on
(and including) January 18, 2005, and each successive Distribution Date, and
ending on (but excluding) the next succeeding Distribution Date equal to LIBOR
plus 2.18% of the Liquidation Amount of the Series B Preferred Securities
represented by this Preferred Securities Certificate, together with any
Additional Interest Amounts, in respect to such period.

      Distributions on the Series B Trust Securities shall be made by the Paying
Agent from the Payment Account and shall be payable on each Distribution Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Distributions.

      In the event (and to the extent) that the Depositor exercises its right
under the Indenture to defer the payment of interest on the Series B Notes,
Distributions on the Series B Preferred Securities shall be deferred.

      Under the Indenture, so long as no Note Event of Default pursuant to
paragraphs (c), (e) or (f) of Section 5.1 of the Indenture has occurred and is
continuing, the Depositor shall have the right, at any time and from time to
time during the term of the Series B Notes, to defer the payment of interest on
such Notes for a period of up to twenty (20) consecutive quarterly interest
payment periods (each such extended interest payment period, an "Extension
Period"), during which Extension Period no interest shall be due and payable
(except any Additional Tax Sums that may be due and payable). No interest on
such Notes shall be due and payable during an Extension Period, except at the
end thereof, but each installment of interest that would otherwise have been due
and payable during such Extension Period shall bear Additional Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate
per annum, reset quarterly, equal to LIBOR plus 2.18%, compounded quarterly,
from the dates on which amounts would have otherwise been due and payable until
paid or until funds for the payment thereof have been made available for
payment. If Distributions are deferred, the deferred Distributions (including
Additional Interest Amounts) shall be paid on the date that the related
Extension Period terminates to Holders (as defined in the Trust Agreement) of
the Series B Trust Securities as they appear on the books and records of the
Trust on the record date immediately preceding such termination date.

      Distributions on the Series B Trust Securities must be paid on the dates
payable (after giving effect to any Extension Period) to the extent that the
Trust has funds available for the payment of such Distributions in the Payment
Account of the Trust. The Trust's funds available for Distribution to the
Holders of the Series B Preferred Securities will be limited to payments
received from the Depositor. The payment of Distributions out of moneys held by
the Trust is guaranteed by the Depositor pursuant to the Guarantee Agreement.

                                      C-2-5
<PAGE>

      During any such Extension Period, the Depositor shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Depositor's capital stock or
(ii) make any payment of principal of or any interest or premium on or repay,
repurchase or redeem any debt securities of the Depositor that rank pari passu
in all respects with or junior in interest to the Notes (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Depositor in connection with (1) any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, (2) a dividend reinvestment or stockholder
stock purchase plan or (3) the issuance of capital stock of the Depositor (or
securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of an exchange or conversion of any class or
series of the Depositor's capital stock (or any capital stock of a Subsidiary
(as defined in the Indenture) of the Depositor) for any class or series of the
Depositor's capital stock or of any class or series of the Depositor's
indebtedness for any class or series of the Depositor's capital stock, (c) the
purchase of fractional interests in shares of the Depositor's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (d) any declaration of a dividend in
connection with any Rights Plan (as defined in the Indenture), the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock).

      On each Series B Note Redemption Date, on the stated maturity (or any date
of principal repayment upon early maturity) of the Series B Notes and on each
other date on (or in respect of) which any principal on the Series B Notes is
repaid, the Trust will be required to redeem a Like Amount of Series B Trust
Securities at the Redemption Price. Under the Indenture, the Series B Notes may
be redeemed by the Depositor on any Interest Payment Date, at the Depositor's
option, on or after January 18, 2010 in whole or in part from time to time at a
redemption price equal to one hundred percent (100%) of the principal amount
thereof or the redeemed portion thereof, as applicable, together, in the case of
any such redemption, with accrued interest, including any Additional Interest,
to but excluding the date fixed for redemption; provided, that the Depositor
shall have received the prior approval of the Federal Reserve if then required.
The Notes may also be redeemed by the Depositor, at its option, at any time, in
whole but not in part, upon the occurrence of a Capital Disqualification Event,
an Investment Company Event or a Tax Event at the Special Event Redemption
Price.

      The Series B Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at maturity of the Series B Notes. Redemptions of the
Series B Trust Securities (or portion thereof) shall be made and the Redemption
Price shall be payable on each Redemption Date only to the extent that the Trust
has funds then on hand and available in the Payment Account for the payment of
such Redemption Price.

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Series B Preferred Securities shall be made by wire transfer at such place and
to such account at a banking institution in the

                                      C-2-6
<PAGE>

United States as may be designated in writing at least ten (10) Business Days
prior to the date for payment by the Person entitled thereto unless proper
written transfer instructions have not been received by the relevant record
date, in which case such payments shall be made by check mailed to the address
of such Person as such address shall appear in the Security Register. If any
Series B Preferred Securities are held by a Depositary, such Distributions shall
be made to the Depositary in immediately available funds.

      The indebtedness evidenced by the Series B Notes is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Debt (as defined in the Indenture), and this
Security is issued subject to the provisions of the Indenture with respect
thereto.

                                      C-2-7
<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Securities Certificate to:

        (Insert assignee's social security or tax identification number)

                    (Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Preferred Securities Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date: _____________________

Signature: _____________________________________________________________________
               (Sign exactly as your name appears on the other side of this
                             Preferred Securities Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                     C-2-8

<PAGE>

                                                                       Exhibit D

                          Junior Subordinated Indenture

                                     C-2-1

<PAGE>

                                                                       Exhibit E

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                         ______________, [     ]

Mercantile Bank Corporation
Mercantile Bank Capital Trust I
5650 Byron Center Avenue SW
Wyoming, Michigan 49509

            Re:   Purchase of $1,000 stated liquidation amount of Series [A][B]
                  Floating Rate Preferred Securities (the "Preferred
                  Securities") of Mercantile Bank Capital Trust I

Ladies and Gentlemen:

            In connection with our purchase of the Preferred Securities we
confirm that:

            1.    We understand that the Preferred Securities of Mercantile Bank
Capital Trust I (the "Trust") (including the guarantee (the "Guarantee") of
Mercantile Bank Corporation (the "Company") executed in connection therewith)
and the Series [A][B] Floating Rate Junior Subordinated Notes due 203__ of the
Company (the "Subordinated Notes") (the Preferred Securities, the Guarantee and
the Subordinated Notes together being referred to herein as the "Offered
Securities"), have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing the Offered Securities that, if
we decide to offer, sell or otherwise transfer any such Offered Securities, (i)
such offer, sale or transfer will be made only (a) to the Trust, (b) to a person
we reasonably believe is a "qualified institutional buyer" (a "QIB") (as defined
in Rule 144 under the Securities Act) in a transaction meeting the requirements
of Rule 144A, (c) to an institutional "accredited investor" within the meaning
of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act
that is acquiring Offered Securities for its own account, or for the account of
such an "accredited investor," for investment purposes and not with a view to,
or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act, (d) pursuant to an effective registration statement under
the Securities Act, or (e) pursuant to an exemption from the Securities Act, in
each case in accordance with any applicable securities laws of any state of the
United States or any other applicable jurisdiction and, in the case of (c) or
(e), subject to the right of the Trust and the depositor to require an opinion
of counsel and other information satisfactory to each of them. The foregoing
restrictions on resale will not apply subsequent to the date on which, in the
written opinion of counsel, the Preferred Securities are not "restricted
securities" within the meaning of Rule 144 under the Securities Act. If any
resale or other transfer of the Offered Securities is proposed to be made
pursuant to clause (c) or (e) above, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Property Trustee
as Transfer Agent, which shall provide as applicable, among other things, that
the transferee is an "accredited investor" within the meaning of subparagraph
(a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring
such Securities for

                                      E-1
<PAGE>

investment purposes and not for distribution in violation of the Securities Act.
We acknowledge on our behalf and on behalf of any investor account for which we
are purchasing Securities that the Trust and the Company reserve the right prior
to any offer, sale or other transfer pursuant to clause (c) or (e) to require
the delivery of any opinion of counsel, certifications and/or other information
satisfactory to the Trust and the Company. We understand that the certificates
for any Offered Security that we receive will bear a legend substantially to the
effect of the foregoing.

            2.    We are an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act
purchasing for our own account or for the account of such an "accredited
investor," and we are acquiring the Offered Securities for investment purposes
and not with view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Offered Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its
investment.

            3.    We are acquiring the Offered Securities purchased by us for
our own account (or for one or more accounts as to each of which we exercise
sole investment discretion and have authority to make, and do make, the
statements contained in this letter) and not with a view to any distribution of
the Offered Securities, subject, nevertheless, to the understanding that the
disposition of our property will at all times be and remain within our control.

            4.    In the event that we purchase any Preferred Securities or any
Subordinated Notes, we will acquire such Preferred Securities having an
aggregate stated liquidation amount of not less than $100,000 or such
Subordinated Notes having an aggregate principal amount not less than $100,000,
for our own account and for each separate account for which we are acting.

            5.    We acknowledge that we either (A) are not a fiduciary of a
employee benefit, individual retirement account or other plan or arrangement
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (each a "Plan"), or an entity whose underlying assets
include "plan assets" by reason of any Plan's investment in the entity, and are
not purchasing the Offered Securities on behalf of or with "plan assets" by
reason of any Plan's investment in the entity, (B) are eligible for the
exemptive relief available under one or more of the following prohibited
transaction class exemptions ("PTCEs") issued by the U.S. Department of Labor:
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption, or (C)
our purchase and holding of this security, or any interest therein, is not
prohibited by Section 406 of ERISA or Section 4975 of the Code with respect to
such purchase or holding.

            6.    We acknowledge that the Trust and the Company and others will
rely upon the truth and accuracy of the foregoing acknowledgments,
representations, warranties and agreements and agree that if any of the
acknowledgments, representations, warranties and agreements deemed to have been
made by our purchase of the Offered Securities are no longer accurate, we shall
promptly notify the Company. If we are acquiring any Offered Securities as a
fiduciary or agent for one or more investor accounts, we represent that we have
sole discretion

                                      E-2

<PAGE>

with respect to each such investor account and that we have full power to make
the foregoing acknowledgments, representations and agreement on behalf of each
such investor account.

                                         (Name of Purchaser)

                                         By: ___________________________________

                                         Date: _________________________________

            Upon transfer, the Offered Securities would be registered in the
name of the new beneficial owner as follows.

Name: ________________________________

Address: _____________________________

Taxpayer ID Number: __________________

                                      E-3

<PAGE>

                                                                       Exhibit F

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                          _____________, [     ]

Mercantile Bank Corporation
Mercantile Bank Capital Trust I
5650 Byron Center Avenue SW
Wyoming, Michigan 49509

            Re:   Purchase of $1,000 stated liquidation amount of Series [A][B]
                  Floating Rate Preferred Securities (the "Preferred
                  Securities") of Mercantile Bank Capital Trust I

      Reference is hereby made to the Amended and Restated Trust Agreement of
Mercantile Bank Capital Trust I, dated as of September 16, 2004 (the "Trust
Agreement"), among Gerald R. Johnson, Jr., Michael H. Price and Charles E.
Christmas, as Administrative Trustees, Wilmington Trust Company, as Delaware
Trustee, Wilmington Trust Company, as Property Trustee, Mercantile Bank
Corporation, as Depositor, and the holders from time to time of undivided
beneficial interests in the assets of Mercantile Bank Capital Trust I.
Capitalized terms used but not defined herein shall have the meanings given them
in the Trust Agreement.

      This letter relates to $________________________ aggregate liquidation
amount of Preferred Securities which are held in the name of _____________ (the
"Transferor").

      In accordance with Article V of the Trust Agreement, the Transferor hereby
certifies that such Preferred Securities are being transferred in accordance
with (i) the transfer restrictions set forth in the Preferred Securities and
(ii) Rule 144A under the Securities Act ("Rule 144A"), to a transferee that the
Transferor reasonably believes is purchasing the Preferred Securities for its
own account or an account with respect to which the transferee exercises sole
investment discretion and the transferee and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with applicable securities laws
of any state of the United States or any other jurisdiction.

      You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                         (Name of Transferor)

                                         By: ___________________________________
                                             Name:
                                             Title:

Date: _________________

                                      F-1

<PAGE>

                                                                       Exhibit G

                              Officer's Certificate

      The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
President] hereby certifies, pursuant to Section 8.16(b) of the Amended and
Restated Trust Agreement, dated as of September 16, 2004, among Mercantile Bank
Corporation (the "Company"), Wilmington Trust Company, as property trustee,
Wilmington Trust Company, as Delaware trustee and the administrative trustees
named therein, that, as of [date], [20__], the Company had the following ratios
and balances:

BANK HOLDING COMPANY
As of [Quarterly Financial Dates]

Tier 1 Risk Weighted Assets                                        ___________ %

Ratio of Double Leverage                                           ___________ %

Non-Performing Assets to Loans and OREO                            ___________ %

Tangible Common Equity as a Percentage of Tangible Assets          ___________ %

Ratio of Reserves to Non-Performing Loans                          ___________ %

Ratio of Net Charge-Offs to Loans                                  ___________ %

Return on Average Assets (annualized)                              ___________ %

Net Interest Margin (annualized)                                   ___________ %

Efficiency Ratio                                                   ___________ %

Ratio of Loans to Assets                                           ___________ %

Ratio of Loans to Deposits                                         ___________ %

Total Assets                                                       $__________

Year to Date Income                                                $__________

* A table describing the quarterly report calculation procedures is provided on
page __

[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial
statements (including the balance sheet, income statement and statement of cash
flows, and notes thereto, together with the report of the independent
accountants thereon) of the Company and its consolidated subsidiaries for the
three years ended _______, 20___.]

[FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated
financial statements (including the balance sheet and income statement) of the
Company and its consolidated subsidiaries for the fiscal quarter] ended [date],
20__.

                                      G-1

<PAGE>

The financial statements fairly present in all material respects, in accordance
with U.S. generally accepted accounting principles ("GAAP"), the financial
position of the Company and its consolidated subsidiaries, and the results of
operations and changes in financial condition as of the date, and for the [___
quarter interim] [annual] period ended [date], 20__, and such financial
statements have been prepared in accordance with GAAP consistently applied
throughout the period involved (expect as otherwise noted therein).

      IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of this _____ day of _____________, 20__

                                         _______________________________________
                                         Name:
                                         Title:

                                         Mercantile Bank Corporation
                                         5650 Byron Center Avenue SW
                                         Wyoming, Michigan 49509
                                         (616) 406-3700

                                      G-2

<PAGE>

Financial Definitions

<TABLE>
<CAPTION>
                                   Corresponding FRY-9C or LP Line Items with                 Description of
       Report Item                      Line Item corresponding Schedules                       Calculation
- --------------------------  ---------------------------------------------------------  ----------------------------
<S>                         <C>                                                        <C>
Tier 1 Risk Weighted        BHCK7206                                                   Tier 1 Risk Ratio: Core
Assets                      Schedule HC-R                                              Capital (Tier 1)/ Risk-
                                                                                       Adjusted Assets

Ratio of Double Leverage    (BHCP0365)/(BCHCP3210)                                     Total equity investments in
                            Schedule PC in the LP                                      subsidiaries divided by the
                                                                                       total equity capital. This
                                                                                       field is calculated at the
                                                                                       parent company level.
                                                                                       "Subsidiaries" include bank,
                                                                                       bank holding company, and
                                                                                       non-bank subsidiaries.

Non-Performing Assets to    (BHCK5525-BHCK3506+BHCK5526-                               Total Nonperforming Assets
Loans and OREO              BHCK3507+BHCK2744)/(BHCK2122+BHCK2                         (NPLs+Foreclosed Real
                            744) Schedules HC-C, HC-M & HC-N                           Estate+Other Nonaccrual &
                                                                                       Repossessed Assets)/Total
                                                                                       Loans+Foreclosed Real
                                                                                       Estate

Tangible Common Equity as   (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)                    (Equity Capital -
a Percentage of Tangible    Schedule HC                                                Goodwill)/(Total Assets
Assets                                                                                 - Goodwill)

Ratio of Reserves to        (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)  Total Loan Loss and
Non-Performing Loans        Schedules HC & HC-N & HC-R                                 Allocated Transfer Risk
                                                                                       Reserves/ Total
                                                                                       Nonperforming Loans
                                                                                       (Nonaccrual + Restructured)

Ratio of Net Charge-Offs    (BHCK4635-BHCK4605)/(BHCK3516)                             Net charge offs for the
to Loans                    Schedules HC-B & HC-K                                      period as a percentage of
                                                                                       average loans.

Return on Average Assets    (BHCK4340/BHCK3368)                                        Net Income as a percentage
(annualized)                Schedules HI & HC-K                                        of Assets.

Net Interest Margin         (BHCK4519)/(BHCK3515+BHCK3365+BHCK3                        (Net Interest Income Fully
                            516+BHCK3401+BHCKB985)                                     Taxable
</TABLE>

                                      G-3

<PAGE>

<TABLE>
<CAPTION>
                                   Corresponding FRY-9C or LP Line Items with                 Description of
       Report Item                      Line Item corresponding Schedules                       Calculation
- --------------------------  ---------------------------------------------------------  ----------------------------
<S>                         <C>                                                        <C>
(annualized)                Schedules HI Memorandum and HC-K                           Equivalent, if
                                                                                       available/Average
                                                                                       Earning Assets)

Efficiency Ratio            (BHCK4093)/(BHCK4519+BHCK4079)                             (Non-interest
                            Schedule HI                                                Expense)/(Net Interest
                                                                                       Income Fully Taxable
                                                                                       Equivalent, if available,
                                                                                       plus Non-interest Income)

Ratio of Loans to Assets    (BHCKB528+BHCK5369)/(BHCK2170)                             Total Loans & Leases (Net of
                            Schedule HC                                                Unearned Income & Gross of
                                                                                       Reserve)/Total Assets

Ratio of Loans to Deposits  (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)  Total Loans & Leases (Net of
                            Schedule HC                                                Unearned Income & Gross of
                                                                                       Reserve)/Total Deposits
                                                                                       (Includes Domestic and
                                                                                       Foreign Deposits)

Total Assets                (BHCK2170)                                                 The sum of total assets.
                            Schedule HC                                                Includes cash and balances
                                                                                       due from depository
                                                                                       institutions; securities;
                                                                                       federal funds sold and
                                                                                       securities purchased under
                                                                                       agreements to resell;
                                                                                       loans and lease financing
                                                                                       receivables; trading assets;
                                                                                       premises and fixed assets;
                                                                                       other real estate owned;
                                                                                       investments in
                                                                                       unconsolidated subsidiaries
                                                                                       and associated companies;
                                                                                       customer's liability on
                                                                                       acceptances outstanding;
                                                                                       intangible assets; and other
                                                                                       assets.

Net Income                  (BHCK4300)                                                 The sum of income (loss)
                            Schedule HI                                                before extraordinary items
                                                                                       and
</TABLE>

                                      G-4

<PAGE>

<TABLE>
<CAPTION>
                                   Corresponding FRY-9C or LP Line Items with                 Description of
       Report Item                      Line Item corresponding Schedules                       Calculation
- --------------------------  ---------------------------------------------------------  ----------------------------
<S>                         <C>                                                        <C>
                                                                                       other adjustments and
                                                                                       extraordinary items; and
                                                                                       other adjustments, net of
                                                                                       income taxes.
</TABLE>

                                      G-5

<PAGE>

                              Financial Definitions

                             THRIFT HOLDING COMPANY

<TABLE>
<CAPTION>
                                                                                       Description of
       Report Item                           Corresponding TFR                           Calculation
- --------------------------  ---------------------------------------------------  --------------------------
<S>                         <C>                                                  <C>
Tier I Risk Weighted        Schedule CCR - Consolidated Capital Requirement      Tier 1 Risk Ratio: Core
Assets                      CCR 830                                              Capital (Tier 1)/Risk-
                                                                                 adjusted assets

Ratio of Double Leverage    Not applicable                                       Not applicable

Non-performing assets       Schedule PD - Consolidated Past Due and Nonaccrual   Total Non-performing
to loans and OREO           Schedule SC - Consolidated Statement of Condition    assets (NPLs +
                            PD30/(SC23+SC30+SC34+SC40)                           Foreclosed Real
                                                                                 Estate+Other Non-
                                                                                 accrual & Repossessed
                                                                                 assets+Foreclosed Real
                                                                                 Estate)

Tangible Common             Schedule CCR                                         (Equity Capital-
Equity as a Percentage      CCR 840                                              Goodwill) / (Total assets
of Total Assets                                                                  - Goodwill)

Ratio of Reserves to        SC283/PD30                                           Total loan loss reserves /
Non-performing loans                                                             Total Non-performing
                                                                                 loans

Ratio of Net Charge-offs    Schedule VA - Consolidated Valuation Allowances and  Net charge offs for the
to Loans                    Related Data                                         period as a percentage of
                                                                                 average loans
                            (VA155-VA135)/(SC23+SC30+SC34)

Return on Assets            Schedule SO - Consolidated Statements of Operations  Net income as a
(annualized)                SO91/SC60                                            percentage of assets

Net interest margin         SO311/((SC10-SC110)+SC20+SC23+SC30+SC34)             Net interest income /
(annualized)                                                                     Average earning assets

Efficiency Ratio            (SO51/(SO311+SO40))                                  (Non-interest expense) /
                                                                                 (Net interest income +
                                                                                 Non-interest income)

Ratio of Loans to Assets    (SC23+SC30+SC34)/(SC60)                              Total Loan & Leases /
                                                                                 Total assets

Ratio of Loans to Deposits  (SC23+SC30+SC34)/(SC710)                             Total Loans & Leases /
                                                                                 Total Deposits

Total Assets                Schedule SC                                          The sum of total assets.
                            SC60

Net Income                  Schedule SO                                          The sum of income (loss).
                            SO91
</TABLE>

                                      G-6

<PAGE>

                                                                      Schedule A

      With respect to the Trust Securities, the London interbank offered rate
("LIBOR") shall be determined by the Calculation Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):

(1)   On the second LIBOR Business Day (as defined below) prior to a
Distribution Date (except, with respect to the first distribution payment
period, two Business Days prior to the Original Issuance Date) (each such day, a
"LIBOR Determination Date"), LIBOR for any given security shall, for the
following distribution period, equal the rate, as obtained by the Calculation
Agent from Bloomberg Financial Markets Commodities News, for three-month U.S.
Dollar deposits in Europe, which appears on Dow Jones Telerate Page 3750 (as
defined in the International Swaps and Derivatives Association, Inc. 1991
Interest Rate and Currency Exchange Definitions), or such other page as may
replace such Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date.

(2)   If, on any LIBOR Determination Date, such rate does not appear on Dow
Jones Telerate Page 3750 or such other page as may replace such Page 3750, the
Calculation Agent shall determine the arithmetic mean of the offered quotations
of the Reference Banks (as defined below) to leading banks in the London
interbank market for three-month U.S. Dollar deposits in Europe in an amount
determined by the Calculation Agent by reference to requests for quotations as
of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made
by the Calculation Agent to the Reference Banks. If, on any LIBOR Determination
Date, at least two of the Reference Banks provide such quotations, LIBOR shall
equal such arithmetic mean of such quotations. If, on any LIBOR Determination
Date, only one or none of the Reference Banks provide such quotations, LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the Calculation Agent are quoting on
the relevant LIBOR Determination Date for three-month U.S. Dollar deposits in
Europe in an amount determined by the Calculation Agent by reference to the
principal London offices of leading banks in the London interbank market;
provided, that if the Calculation Agent is required but is unable to determine a
rate in accordance with at least one of the procedures provided above, LIBOR
shall be LIBOR as determined on the previous LIBOR Determination Date.

(3)   As used herein: "Reference Banks" means four major banks in the London
interbank market selected by the Calculation Agent; and "LIBOR Business Day"
means a day on which commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) in London.

                                  Schedule A-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>k90454exv10w3.txt
<DESCRIPTION>PLACEMENT AGREEMENT DATED SEPTEMBER 16, 2004
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                                                            Final Conformed Copy

                               PLACEMENT AGREEMENT

                                      among

                          MERCANTILE BANK CORPORATION,

                         MERCANTILE BANK CAPITAL TRUST I

                                       and

                         SUNTRUST CAPITAL MARKETS, INC.

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

                         Dated as of September 16, 2004

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

<PAGE>

                           Mercantile Bank Corporation

                    $16,000,000 Series A Preferred Securities
                    $16,000,000 Series B Preferred Securities

            Series A and Series B Floating Rate Preferred Securities
               (Liquidation Amount $1,000 per Preferred Security)

                               PLACEMENT AGREEMENT

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

                                                              September 16, 2004

SunTrust Capital Markets, Inc.
303 Peachtree Street, N.E.
24th Floor, Mail Code 3950
Atlanta, Georgia 30308

Ladies and Gentlemen:

      Mercantile Bank Corporation, a Michigan corporation (the "Company"), and
its financing subsidiary, Mercantile Bank Capital Trust I, a Delaware statutory
trust (the "Trust," and hereinafter together with the Company, the "Offerors"),
hereby confirm their agreement (this "Agreement") with you as placement agent
(the "Placement Agent"), as follows:

Section 1. Issuance and Sale of Securities.

      1.1 Introduction. The Offerors propose to issue and sell at the Initial
Closing (as defined in Section 2.3.1 hereof) SIXTEEN MILLION ($16,000,000)
DOLLARS of the Trust's Series A Floating Rate Preferred Securities, with a
liquidation amount of $1,000 per preferred security, bearing a variable rate of
interest per annum, reset quarterly, equal to LIBOR (as defined in the Indenture
(as defined below)) plus 2.18% (the "Series A Preferred Securities"), and at the
Subsequent Closing (as defined in Section 2.3.1 hereof) SIXTEEN MILLION
($16,000,000) DOLLARS of the Trust's Series B Floating Rate Preferred
Securities, with a liquidation amount of $1,000 per preferred security, bearing
a variable rate of interest per annum, reset quarterly, equal to LIBOR (as
defined in the Indenture (as defined below)) plus 2.18% (the "Series B Preferred
Securities" and together with the Series A Preferred Securities, the "Preferred
Securities"), to STI Investment Management, Inc., a Delaware corporation (the
"Purchaser"), pursuant to the terms of the Preferred Securities Subscription
Agreements entered into, or to be entered into on or prior to each Closing Date
(as defined in Section 2.3.1 hereof), between the Offerors and the Purchaser
(each a "Subscription Agreement" and collectively, the "Subscription
Agreements"), the form of which is attached hereto as Exhibit A and incorporated
herein by this reference.

                                       2
<PAGE>

      1.2 Operative Agreements. The Preferred Securities shall be fully and
unconditionally guaranteed on a subordinated basis by the Company with respect
to distributions and amounts payable upon liquidation, redemption or repayment
(the "Guarantee") pursuant and subject to the Guarantee Agreement (the
"Guarantee Agreement"), to be dated as of the date hereof and executed and
delivered by the Company and Wilmington Trust Company, as guarantee trustee (the
"Guarantee Trustee"), for the benefit from time to time of the holders of the
Preferred Securities. The entire proceeds from the sale by the Trust to the
holders of the Preferred Securities shall be combined with the entire proceeds
from the sale by the Trust to the Company of its Series A and Series B common
securities (the "Common Securities"), and shall be used by the Trust to purchase
THIRTY TWO MILLION NINE HUNDRED NINETY THOUSAND ($32,990,000) DOLLARS in
principal amount of the Series A and Series B Floating Rate Junior Subordinated
Notes (the "Junior Subordinated Notes") of the Company. The Preferred Securities
and the Common Securities of the Trust shall be issued pursuant to an Amended
and Restated Trust Agreement among Wilmington Trust Company, as property trustee
(the "Property Trustee"), Wilmington Trust Company, as Delaware trustee (the
"Delaware Trustee"), the Administrative Trustees named therein and the Company,
to be dated as of the date hereof and in substantially the form heretofore
delivered to the Placement Agent (the "Trust Agreement"). The Junior
Subordinated Notes shall be issued pursuant to an Indenture (the "Indenture"),
to be dated as of the date hereof, between the Company and Wilmington Trust
Company, as indenture trustee (the "Indenture Trustee"). The documents
identified in this Section 1.2 and in Section 1.1 are referred to herein as the
"Operative Documents." The Preferred Securities, the Common Securities and the
Junior Subordinated Notes are collectively referred to as the "Securities." All
other capitalized terms used but not defined in this Agreement shall have the
meanings ascribed to them in the Indenture.

      1.3 Rights of Purchaser. The Preferred Securities shall be offered and
sold by the Trust directly to the Purchaser without registration of any of the
Preferred Securities, the Junior Subordinated Notes or the Guarantee under the
Securities Act of 1933, as amended (the "Securities Act"), or any other
applicable securities laws in reliance upon exemptions from the registration
requirements of the Securities Act and other applicable securities laws. The
Offerors agree that this Agreement shall be incorporated by reference into the
Subscription Agreements and the Purchaser shall be entitled to each of the
benefits of the Placement Agent and the Purchaser under this Agreement and shall
be entitled to enforce obligations of the Offerors under this Agreement as fully
as if the Purchaser were a party to this Agreement. The Offerors and the
Placement Agent have entered into this Agreement to set forth their
understanding as to their relationship and their respective rights, duties and
obligations.

      1.4 Legends. Upon original issuance thereof, and until such time as the
same is no longer required under the applicable requirements of the Securities
Act, the Preferred Securities and Junior Subordinated Notes certificates shall
each contain a legend as required pursuant to any of the Operative Documents.

Section 2. Purchase of Preferred Securities.

      2.1 Exclusive Rights; Purchase Price. From the date hereof until the
Subsequent Closing Date (which date may be extended by mutual agreement of the
Offerors and the Placement Agent), the Offerors hereby grant to the Placement
Agent the exclusive right to

                                       3
<PAGE>

arrange for the sale to the Purchaser of each series of Preferred Securities at
a purchase price equal to $1,000 per Preferred Security. The aggregate purchase
price of each series of Preferred Securities shall be SIXTEEN MILLION
($16,000,000) DOLLARS (the "Purchase Price"), which Purchase Price is equal to
100% of the stated liquidation amount of a given series of Preferred Securities.

      2.2 Subscription. The Offerors hereby agree to evidence their acceptance
of the subscription by countersigning a copy of the Subscription Agreements and
returning the same to the Placement Agent.

      2.3 Closing and Delivery of Payment.

      2.3.1 Closing; Closing Date. The initial closing (the "Initial Closing")
for the sale and purchase of the Series A Preferred Securities by the Offerors
to the Purchaser shall occur at the offices of Powell, Goldstein, Frazer &
Murphy LLP, or such other place as the parties hereto shall agree at 11:00 a.m.
(eastern time) on September 16, 2004, or such other later date as the parties
may designate (the date and time of delivery and payment for the Series A
Preferred Securities being herein called the "Initial Closing Date"). The
subsequent closing (the "Subsequent Closing") for the sale and purchase of the
Series B Preferred Securities by the Offerors to the Purchaser shall occur at
the offices of Powell, Goldstein, Frazer & Murphy LLP, or such other place as
the parties hereto shall agree at 11:00 a.m. (eastern time) on or prior to
December 15, 2004, or such other later date as the parties may designate (the
date and time of delivery and payment for the Series B Preferred Securities
being herein called the "Subsequent Closing Date", the Initial Closing Date and
the Subsequent Closing Date each being, a "Closing Date"). Each series of
Preferred Securities shall be transferred and delivered to the Purchaser against
the payment of the Purchase Price (as defined in the applicable Subscription
Agreement) to the Offerors in immediately available funds on the applicable
Closing Date to a U.S. account designated in writing by the Company at least two
(2) business days prior to such Closing Date.

      2.3.2 Delivery. Delivery of each series of Preferred Securities shall be
made at such location, and in such names and denominations, as the Purchaser
shall designate at least two (2) business days in advance of the applicable
Closing Date. The Company and the Trust agree to have each series of Preferred
Securities available for inspection and checking by the Purchaser in Atlanta,
Georgia not later than 1:00 P.M., eastern time, on the business day prior to the
applicable Closing Date.

      2.4 Placement Agent's Fees and Expenses.

      2.4.1 Placement Agent's Compensation. The Company shall not be required to
pay a placement fee or commission to the Placement Agent in connection with the
transactions contemplated hereby.

      2.4.2 Costs and Expenses. The Company hereby covenants and agrees that it
shall pay or cause to be paid (directly or by reimbursement) (i) all costs and
expenses incident to the authorization, issuance, sale and delivery of the
Preferred Securities and any taxes payable in connection therewith; and (ii) the
fees and all reasonable expenses of the Guarantee Trustee, the Property Trustee,
the Delaware Trustee, the Indenture Trustee and any other trustee or paying

                                       4
<PAGE>

agent appointed under the Operative Documents, including the fees and
disbursements of counsel for such trustees, which fees shall not exceed $3,000
in administrative fees annually with respect to all Preferred Securities issued
under the Trust and legal fees and disbursements of $1,500 for each of the
Initial and Subsequent Closings; provided, that the Company shall be entitled to
a reimbursement by the Placement Agent on each Closing Date for up to $1,500 in
legal fees incurred in connection with the closing of the transactions
contemplated hereby. The acceptance and administrative fees will be fixed for
the life of the trust so long as there is no event of default or other event in
which the trustee has the right to retain counsel. In such a case, those fees
and expenses will be billed at the trustee's cost.

      2.4.3 Reimbursement of Expenses. If the sale of any of the Preferred
Securities provided for in this Agreement is not consummated because any
condition set forth in Section 3 to be satisfied by either the Company or the
Trust is not satisfied, because this Agreement is terminated pursuant to Section
9 or because of any failure, refusal or inability on the part of the Company or
the Trust to perform all obligations and satisfy all conditions on its part to
be performed or satisfied hereunder other than by a reason of a default by this
Agreement, the Company will reimburse the Placement Agent upon demand for all
reasonable out-of-pocket expenses (including the fees and expenses of each of
the Placement Agent's or Purchaser's counsel) that shall have been incurred by
the Placement Agent or Purchaser in connection with the transaction contemplated
by this Agreement. The Company shall not in any event be liable to the Placement
Agent or Purchaser for the loss of anticipated profits from the transactions
contemplated by this Agreement.

Section 3. Closing Conditions. The obligations of the parties under this
Agreement on each Closing Date are subject to the following conditions:

      3.1 Accuracy of Representations and Warranties. The representations and
warranties contained in this Agreement, and the statements of the Offerors made
in any certificates pursuant to this Agreement, shall be accurate as of the date
of delivery of each series of Preferred Securities:

      3.2 Opinions of Counsel. On each Closing Date, the Placement Agent shall
have received the following favorable opinions, each dated as of the applicable
Closing Date: (a) from Dickinson Wright PLLC, counsel for the Offerors,
addressed to the Purchaser, the Placement Agent and the Indenture Trustee in
substantially the form set forth on Exhibit B-1 attached hereto and incorporated
herein by this reference, (b) from Powell, Goldstein, Frazer & Murphy LLP,
special tax counsel for the Placement Agent and Purchaser, addressed to the
Placement Agent and Purchaser in substantially the form set forth on Exhibit B-2
attached hereto and incorporated herein by this reference, (c) from Richards
Layton & Finger, P.A., special Delaware counsel to the Placement Agent and
Purchaser and addressed to the Purchaser, the Placement Agent and the Offerors,
in substantially the form set forth on Exhibit B-3 attached hereto and
incorporated herein by this reference, and (d) from Richards Layton & Finger,
P.A., special counsel to the Indenture Trustee, the Property Trustee and the
Guarantee Trustee and addressed to the Purchaser, the Placement Agent and the
Offerors, in substantially the form set forth on Exhibit B-4 attached hereto and
incorporated herein by this reference. Each opinion addressed to the Purchaser
shall state that the first entity, if any, to which the Purchaser transfers any
of the Preferred Securities (each, a "Subsequent Purchaser") shall be entitled
to rely on such opinion.

                                       5

<PAGE>

      3.3 Officer's Certificate. The Company shall have furnished to the
Placement Agent and the Purchaser a certificate of the Company, signed by the
Chief Executive Officer, President or an Executive Vice President and by the
Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, and
the Trust shall have furnished to the Placement Agent and the Purchaser a
certificate of the Trust, signed by an Administrative Trustee of the Trust, in
each case dated as of the applicable Closing Date, and, in the case of the
Company, as to 3.3.1 and 3.3.2 below and, in the case of the Trust, as to 3.3.1
below:

      3.3.1 the representations and warranties in this Agreement are true and
correct on and as of the applicable Closing Date with the same effect as if made
on such Closing Date, and the Company and the Trust have complied with all the
agreements and satisfied all the conditions on either of their part to be
performed or satisfied at or prior to such Closing Date; and

      3.3.2 since the date of the Interim Financial Statements (as defined
below), there has been no material adverse change in the condition (financial or
other), earnings, business or assets of the Company and its subsidiaries,
whether or not arising from transactions occurring in the ordinary course of
business.

      3.4 No Subsequent Change. Subsequent to the execution of this Agreement,
there shall not have been any change, or any development involving a prospective
change, in or affecting the condition (financial or other), earnings, business,
prospects or assets of the Company and its subsidiaries, whether or not
occurring in the ordinary course of business, the effect of which is, in the
Placement Agent's or Purchaser's judgment, so material and adverse as to make it
impractical or inadvisable to proceed with the purchase of the Preferred
Securities to be purchased on such Closing Date.

      3.5 Delivery of Operative Documents. Each of the Operative Documents shall
have been duly authorized, executed and delivered by each party thereto, and
copies thereof shall have been delivered to the Company, the Trust, the
Purchaser and the Placement Agent.

      3.6 Consents and Permits. The Company and the Trust shall have received
all consents, permits and other authorizations, and made all such filings and
declarations, as may be required from any person or entity pursuant to any law,
statute, regulation or rule (federal, state, local and foreign), or pursuant to
any agreement, order or decree to which the Company or the Trust is a party or
to which either is subject, in connection with the transactions contemplated by
this Agreement.

      3.7 Information. Prior to or on each Closing Date, the Offerors shall have
furnished to the Placement Agent, the Purchaser and their respective counsel
such further information, certificates, opinions and documents as the Placement
Agent, Purchaser or their respective counsel may reasonably request.

      If any of the conditions specified in this Section 3 shall not have been
fulfilled when and as required in this Agreement, or if any of the opinions,
certificates and documents mentioned above or elsewhere in this Agreement shall
not be reasonably satisfactory in form and substance to the Placement Agent, the
Purchaser or their respective counsel, this Agreement and all the Placement
Agent's obligations hereunder may be canceled at, or any time prior to, the

                                       6
<PAGE>

Subsequent Closing Date by the Placement Agent. Notice of such cancellation
shall be given to the Offerors in writing or by telephone or facsimile confirmed
in writing.

      Each certificate signed by any trustee of the Trust or any officer of the
Company and delivered to the Placement Agent, Purchaser or their respective
counsel in connection with the Operative Documents and the transactions
contemplated hereby and thereby shall be deemed to be a representation and
warranty of the Trust and/or the Company, as the case may be, and not by such
trustee or officer in any individual capacity.

Section 4. Representations and Warranties of the Offerors. The Offerors jointly
and severally represent and warrant to the Placement Agent and the Purchaser as
of the date hereof and as of each Closing Date as follows with respect to the
Securities to be issued and sold and the transactions to be entered into on the
applicable Closing Date:

      4.1 Representations and Warranties of the Company and the Trust.

            (a)   Neither the Company nor the Trust, nor any of their
  "Affiliates" (as defined in Rule 501(b) of Regulation D under the Securities
  Act ("Regulation D")), nor any person acting on any of their behalf (except
  for the Placement Agent, as to which neither the Company nor the Trust make
  any representation) has, directly or indirectly, made offers or sales of any
  security, or solicited offers to buy any security, under circumstances that
  would require the registration under the Securities Act of any of the
  Securities.

            (b)   Neither the Company nor the Trust, nor any of their
  Affiliates, nor any person acting on its or their behalf (except for the
  Placement Agent, as to which neither the Company nor the Trust make any
  representation) has (i) offered for sale or solicited offers to purchase the
  Securities, (ii) engaged in any form of general solicitation or general
  advertising (within the meaning of Regulation D) in connection with any offer
  or sale of any of the Securities, or (iii) engaged in any "directed selling
  efforts" within the meaning of Regulation S under the Securities Act
  ("Regulation S") with respect to the Securities.

            (c)   The Securities (i) are not and have not been listed on a
  national securities exchange registered under section 6 of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), or quoted on a U.S.
  automated interdealer quotation system and (ii) are not of an open-end
  investment company, unit investment trust or face-amount certificate company
  that are, or are required to be, registered under section 8 of the Investment
  Company Act of 1940, as amended (the "Investment Company Act"), and the
  Securities otherwise satisfy the eligibility requirements of Rule 144A(d)(3)
  promulgated pursuant to the Securities Act ("Rule 144A(d)(3)").

            (d)   Neither the Company nor the Trust is, and, immediately
  following consummation of the transactions contemplated hereby and the
  application of the net proceeds therefrom, neither the Company nor the Trust
  will be, an "investment company" or an entity "controlled" by an "investment
  company," in each case within the meaning of section 3(a) of the Investment
  Company Act.

                                       7
<PAGE>

            (e)   Neither the Company nor the Trust has paid or agreed to pay to
  any person or entity, directly or indirectly, any fees or other compensation
  for soliciting another to purchase any of the Securities.

      4.2 Standing and Qualification of the Trust. The Trust has been duly
created and is validly existing in good standing as a statutory trust under the
Delaware Statutory Trust Act, 12 Del. C. Section 3801, et seq. (the "Statutory
Trust Act") with all requisite power and authority to own property and to
conduct the business it transacts and proposes to transact and to enter into and
perform its obligations under the Operative Documents to which it is a party.
The Trust is duly qualified to transact business as a foreign entity and is in
good standing in each jurisdiction in which such qualification is necessary,
except where the failure to so qualify or be in good standing would not have a
material adverse effect on the condition (financial or otherwise), earnings,
business, prospects or assets of the Trust, whether or not occurring in the
ordinary course of business. The Trust is not a party to, or otherwise bound by,
any agreement other than the Operative Documents. The Trust is, and under
current law will continue to be, classified for federal income tax purposes as a
grantor trust and not as an association or publicly traded partnership taxable
as a corporation.

      4.3 Trust Agreement. The Trust Agreement has been duly authorized by the
Company and, on each Closing Date specified in Section 2.3.1, will have been
duly executed and delivered by the Company and the Administrative Trustees of
the Trust, and, assuming due authorization, execution and delivery by the
Property Trustee and the Delaware Trustee, will be a legal, valid and binding
obligation of the Company and the Administrative Trustees, enforceable against
them in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and to general principles of equity. Each of the Administrative
Trustees of the Trust is an employee of the Company or one of its subsidiary
banks and has been duly authorized by the Company to execute and deliver the
Trust Agreement. To the knowledge of the Administrative Trustees, the Trust is
not in violation of any provision of the Statutory Trust Act.

      4.4 Guarantee Agreement and the Indenture. Each of the Guarantee and the
Indenture has been duly authorized by the Company and, on each Closing Date,
will have been duly executed and delivered by the Company, and, assuming due
authorization, execution and delivery by the Guarantee Trustee, in the case of
the Guarantee, and by the Indenture Trustee, in the case of the Indenture, will
be a legal, valid and binding obligation of the Company enforceable against it
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and to general principles of equity.

      4.5 Preferred Securities and Common Securities. The Preferred Securities
and the Common Securities have been duly authorized by the Trust and, when
issued and delivered against payment therefor on each Closing Date to the
Purchaser in accordance with this Agreement and the Subscription Agreements, in
the case of the Preferred Securities, and to the Company in accordance with the
Common Securities Subscription Agreements between the Company and the Trust,
dated as of the applicable Closing Date, in the case of the Common Securities,
will be validly issued, fully paid and nonassessable and will represent
undivided beneficial interests in the assets of the Trust entitled to the
benefits of the Trust Agreement,

                                       8
<PAGE>

enforceable against the Trust in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors' rights generally and to general principles of equity.
The issuance of the Securities is not subject to preemptive or other similar
rights. On each Closing Date, all of the issued and outstanding Common
Securities will be directly owned by the Company free and clear of any pledge,
security interest, claim, lien or other encumbrance (each, a "Lien").

      4.6 Junior Subordinated Notes. The Junior Subordinated Notes have been
duly authorized by the Company and, on each Closing Date, will have been duly
executed and delivered to the Indenture Trustee for authentication in accordance
with the Indenture and, when authenticated in the manner provided for in the
Indenture and delivered to the Trust against payment therefor in accordance with
the Junior Subordinated Note Subscription Agreements between the Company and the
Trust, each dated as of the applicable Closing Date, will constitute legal,
valid and binding obligations of the Company entitled to the benefits of the
Indenture enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights generally and to general
principles of equity.

      4.7 Placement Agreement. This Agreement has been duly authorized, executed
and delivered by the Company and the Trust and constitutes the legal, valid and
binding obligation of the Company and the Trust, enforceable against the Company
and the Trust in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights generally and to general principles of equity.

      4.8 Defaults. Neither the issue and sale of the Common Securities, the
Preferred Securities or the Junior Subordinated Notes, nor the purchase of the
Junior Subordinated Notes by the Trust, the execution and delivery of and
compliance with the Operative Documents by the Company or the Trust, the
consummation of the transactions contemplated herein or therein, or the use of
the proceeds therefrom, (i) will conflict with or constitute a breach of, or a
default under, the Trust Agreement or the charter or bylaws of the Company or
any subsidiary of the Company or any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, governmental authority,
agency or instrumentality or court, domestic or foreign, having jurisdiction
over the Trust, or the Company or any of its subsidiaries, or their respective
properties or assets (collectively, "Governmental Entities"), (ii) will conflict
with or constitute a violation or breach of, or a default or Repayment Event (as
defined below) under, or result in the creation or imposition of any Lien upon
any property or assets of the Trust, the Company or any of the Company's
subsidiaries pursuant to any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which (A) the Trust, the Company
or any of its subsidiaries is a party or by which it or any of them may be
bound, or (B) any of the property or assets of any of them is subject, or any
judgment, order or decree of any court, governmental authority or arbitrator,
except, in the case of this clause (ii), for such conflicts, breaches,
violations, defaults, Repayment Events (as defined below) or Liens which (X)
would not, singly or in the aggregate, adversely affect the consummation of the
transactions contemplated by the Operative Documents and (Y) would not, singly
or in the aggregate, have a material adverse effect on the condition (financial
or otherwise), earnings, business, liabilities, prospects and assets (taken as a
whole) or business prospects of the Company and its subsidiaries taken as a
whole, whether or not occurring in the ordinary course of business (a "Material
Adverse Effect")

                                       9
<PAGE>

or (iii) require the consent, approval, authorization or order of any court or
Governmental Entity, other than such as have been previously obtained. As used
herein, a "Repayment Event" means any event or condition which gives the holder
of any note, debenture or other evidence of indebtedness (or any person acting
on such holder's behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Trust or the Company
or any of its subsidiaries prior to its scheduled maturity.

      4.9 Organization, Standing and Qualification of the Company. The Company
has been duly incorporated and is validly existing as a corporation in good
standing under the laws of Michigan, with all requisite corporate power and
authority to own, lease and operate its properties and conduct the business it
transacts and proposes to transact, and is duly qualified to transact business
and is in good standing as a foreign corporation in each jurisdiction where the
nature of its activities requires such qualification, except where the failure
of the Company to be so qualified would not, singly or in the aggregate, have a
Material Adverse Effect.

      4.10 Subsidiaries of the Company. Each of the Company's significant
subsidiaries listed in Schedule 1 (as defined in Section 1-02 of Regulation S-X
under the Securities Act) (the "Subsidiaries") has been duly organized and is
validly existing and in good standing under the laws of the jurisdiction in
which it is chartered or organized, with all requisite power and authority to
own its properties and conduct the business it transacts and proposes to
transact. Each Subsidiary is duly qualified to transact business and is in good
standing as a foreign entity in each jurisdiction where the nature of its
activities requires such qualification, except where the failure of any such
Subsidiary to be so qualified would not, singly or in the aggregate, have a
Material Adverse Effect.

      4.11 Government Licenses and Regulatory Compliance. Each of the Trust, the
Company and each of its Subsidiaries hold all necessary approvals,
authorizations, orders, licenses, certificates and permits (collectively,
"Government Licenses") of and from Governmental Entities necessary to conduct
its respective business as now being conducted, and neither the Trust, the
Company nor any of the Subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such Government License,
except where the failure to be so licensed or approved or the receipt of an
unfavorable decision, ruling or finding, would not, singly or in the aggregate,
have a Material Adverse Effect; all of the Government Licenses are valid and in
full force and effect, except where the invalidity or the failure of such
Government Licenses to be in full force and effect, would not, singly or in the
aggregate, have a Material Adverse Effect; and the Company and the Subsidiaries
are in compliance with all applicable laws, rules, regulations, judgments,
orders, decrees and consents, except where the failure to be in compliance would
not, singly or in the aggregate, have a Material Adverse Effect.

      4.12 Property. Each of the Company and its subsidiaries owns or leases all
such properties as are necessary to the conduct of its operations as presently
conducted and has good and marketable title to all of its respective real and
personal properties, in each case free and clear of all Liens and defects,
except for those that would not, singly or in the aggregate, have a Material
Adverse Effect; and all of the leases and subleases under which the Trust, the
Company or any subsidiary of the Company holds properties are in full force and
effect, except where the failure of such leases and subleases to be in full
force and effect would not, singly or in the

                                       10
<PAGE>

aggregate, have a Material Adverse Effect and none of the Trust, the Company or
any subsidiary of the Company has any notice of any claim of any sort that has
been asserted by anyone adverse to the rights of the Trust, the Company or any
subsidiary of the Company under any such leases or subleases, or affecting or
questioning the rights of such entity to the continued possession of the leased
or subleased premises under any such lease or sublease, except for such claims
that would not, singly or in the aggregate, have a Material Adverse Effect.

      4.13 Conflicts, Authorizations and Approvals. Neither the Company nor any
of its Subsidiaries is (i) in violation of its respective charter, bylaws or
similar organizational documents or (ii) in default in the performance or
observance of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which either the Company or any such Subsidiary is a party or by
which it or any of them may be bound or to which any of the property or assets
of any of them is subject, except, in the case of clause (ii), where such
default would not, singly or in the aggregate, have a Material Adverse Effect.
No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any Governmental Entity, other than
those that have been made or obtained, is necessary or required for the
performance by the Trust or the Company of their respective obligations under
the Operative Documents, as applicable, or the consummation by the Trust and the
Company of the transactions contemplated by the Operative Documents.

      4.14 Holding Company Registration and Deposit Insurance. The Company is
duly registered (i) as a bank holding company, and has filed an effective
election with the Federal Reserve Bank of Chicago to be a financial holding
company, under the Bank Holding Company Act of 1956, as amended (the "Bank
Holding Company Act"), and the regulations of the Board of Governors of the
Federal Reserve System (the "Federal Reserve"), and the deposit accounts of the
Company's subsidiary depository institutions are insured by the Federal Deposit
Insurance Corporation ("FDIC") to the fullest extent permitted by law and the
rules and regulations of the FDIC, and no proceeding for the termination of such
insurance are pending or, to the knowledge of the Company, threatened.

      4.15 Financial Statements.

            (a)   The audited consolidated financial statements (including the
  notes thereto) and schedules of the Company and its consolidated subsidiaries
  at and for the fiscal year ended December 31, 2003 (the "Financial
  Statements") and the interim unaudited consolidated financial statements of
  the Company and its consolidated subsidiaries at and for the quarter ended
  June 30, 2004 with respect to the Initial Closing and September 30, 2004 with
  respect to the Subsequent Closing (in each case, the "Interim Financial
  Statements") provided to the Placement Agent are the most recently available
  audited and unaudited consolidated financial statements of the Company and its
  consolidated subsidiaries, respectively, and, except as described in Schedule
  4.15(a), fairly present in all material respects, in accordance with U.S.
  generally accepted accounting principles ("GAAP"), the financial position of
  the Company and its consolidated subsidiaries, and the results of operations
  and changes in financial condition as of the dates and for the periods therein
  specified, subject, in the case of Interim Financial Statements, to year-end
  adjustments (which are expected to consist solely of normal recurring
  adjustments). Such consolidated financial statements and schedules have been
  prepared in

                                       11
<PAGE>

  accordance with GAAP consistently applied throughout the periods
  involved (except as otherwise noted therein).

            (b)   The Company's report on FRY-9C, dated June 30, 2004 (the
  "FRY-9C") with respect to the Initial Closing and September 30, 2004 with
  respect to the Subsequent Closing, provided to the Placement Agent is the most
  recently available such report, and the information therein fairly presents in
  all material respects the financial position of the Company and its
  subsidiaries.

            (c)   Since the respective dates of the Financial Statements,
  Interim Financial Statements and the FRY-9C, there has not been any material
  adverse change or development with respect to the condition (financial or
  otherwise), earnings, business, assets or business prospects of the Company
  and its subsidiaries, taken as a whole.

            (d)   The accountants of the Company who certified the Financial
  Statements are independent public accountants of the Company and its
  subsidiaries within the meaning of the Securities Act and the rules and
  regulations of the Securities and Exchange Commission ("SEC") thereunder.

      4.16 Regulatory Enforcement Matters. None of the Trust, the Company nor
any of its Subsidiaries, nor any of their respective officers, directors,
employees or representatives, is subject or is party to, or has received any
notice from any Regulatory Agency (as defined below) that any of them will
become subject or party to any investigation with respect to, any
cease-and-desist order, agreement, civil monetary penalty, consent agreement,
memorandum of understanding or other regulatory enforcement action, proceeding
or order with or by, or is a party to any commitment letter or similar
undertaking to, or is subject to any directive by, or has been a recipient of
any supervisory letter from, or has adopted any board resolutions at the request
or suggestion of, any Regulatory Agency that, in any such case, currently
restricts in any material respect the conduct of their business or that in any
material manner relates to their capital adequacy, their credit policies, their
management or their business (each, a "Regulatory Action"), nor has the Trust,
the Company or any of its Subsidiaries been advised by any Regulatory Agency
that it is considering issuing or requesting any such Regulatory Action; and
there is no unresolved violation, criticism or exception by any Regulatory
Agency with respect to any report or statement relating to any examinations of
the Trust, the Company or any of its Subsidiaries, except where such unresolved
violation, criticism or exception would not, singly or in the aggregate, have a
Material Adverse Effect. As used herein, the term "Regulatory Agency" means any
federal or state agency charged with the supervision or regulation of depositary
institutions or holding companies of depositary institutions, or engaged in the
insurance of depositary institution deposits, or any court, administrative
agency or commission or other governmental agency, authority or instrumentality
having supervisory or regulatory authority with respect to the Trust, the
Company or any of its Subsidiaries.

      4.17 No Undisclosed Liabilities. None of the Trust, the Company nor any of
its Subsidiaries has any material liability, whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including any liability for taxes (and there is no past or present fact,
situation, circumstance, condition or other basis for any present or future

                                       12
<PAGE>

action, suit, proceeding, hearing, charge, complaint, claim or demand against
the Company or its Subsidiaries that could give rise to any such liability),
except for (i) liabilities set forth in the Financial Statements or the Interim
Financial Statements and (ii) normal fluctuations in the amount of the
liabilities referred to in clause (i) above occurring in the ordinary course of
business of the Trust, the Company and all of its Subsidiaries since the date of
the most recent balance sheet included in such Financial Statements.

      4.18 Litigation. There is no action, suit or proceeding before or by any
Governmental Entity, arbitrator or court, domestic or foreign, now pending or,
to the knowledge of the Company or the Trust, threatened against or affecting
the Trust or the Company or any of the Subsidiaries, except for such actions,
suits or proceedings that, if adversely determined, could not, singly or in the
aggregate, reasonably be expected to materially adversely affect the
consummation of the transactions contemplated by the Operative Documents or to
have a Material Adverse Effect.

      4.19 Deferral of Interest Payments on Junior Subordinated Notes. The
Company has no present intention to exercise its option to defer payments of
interest on the Junior Subordinated Notes as provided in the Indenture. The
Company believes that the likelihood that it would exercise its rights to defer
payments of interest on the Junior Subordinated Notes as provided in the
Indenture at any time during which the Junior Subordinated Notes are outstanding
is remote because of the restrictions that would be imposed on the Company's
ability to declare or pay dividends or distributions on, or to redeem, purchase,
acquire or make a liquidation payment with respect to, any of the Company's
capital stock and on the Company's ability to make any payments of principal,
interest or premium on, or repay, repurchase or redeem, any of its debt
securities that rank pari passu in all respects with or junior in interest to
the Junior Subordinated Notes.

Section 5. Representations and Warranties of the Placement Agent. The Placement
Agent represents and warrants to, and agrees with, the Company and the Trust as
of the date hereof and as of each Closing Date as follows with respect to the
Securities to be issued and sold and transactions to be entered into on the
applicable Closing Date:

      5.1 Organization, Standing and Qualification. The Placement Agent is a
corporation, validly existing and in good standing under the laws of the state
of Tennessee, with full power and authority to own, lease and operate its
properties and conduct its business as currently being conducted. The Placement
Agent is duly qualified to transact business as a foreign corporation and is in
good standing in each jurisdiction in which it owns or leases property or
conducts its business so as to require such qualification and in which the
failure to so qualify would, individually or in the aggregate, have a material
adverse effect on the condition (financial or otherwise), earnings, business,
prospects or results of operations of the Placement Agent.

      5.2 Power and Authority. The Placement Agent has all requisite power and
authority to enter into this Agreement and to take all actions necessary on its
part to consummate the transactions contemplated hereby, and this Agreement has
been duly and validly authorized, executed and delivered by the Placement Agent
and constitutes the legal, valid and binding agreement of the Placement Agent,
enforceable against the Placement Agent in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other

                                       13
<PAGE>

similar laws affecting creditors' rights generally and to general principles of
equity and except as any indemnification or contribution provisions thereof may
be limited under applicable securities laws.

      5.3 General Solicitation. Neither the Placement Agent, nor any
representative of the Placement Agent has engaged, or will engage, in any form
of "general solicitation or general advertising" (within the meaning of
Regulation D under the Securities Act) or in any "directed selling efforts"
(within the meaning of Regulation S under the Securities Act) in connection with
any offer or sale of the Preferred Securities.

      5.4 Purchaser. The Placement Agent has made such reasonable inquiry as is
necessary to determine that the Purchaser is acquiring the Preferred Securities
for its own account, the Purchaser does not intend to distribute the Preferred
Securities in contravention of the Securities Act or any other applicable
securities laws.

      5.5 Qualified Purchasers. The Placement Agent has not offered or sold, and
will not arrange for the offer or sale of, the Preferred Securities except (i)
to those the Placement Agent reasonably believes are "accredited investors"
(within the meaning of Rule 501 of Regulation D), (ii) in an offshore
transaction complying with Rule 903 of Regulation S or (iii) in any other manner
that does not require registration of the Preferred Securities under the
Securities Act. In connection with each such sale, the Placement Agent has taken
or will take reasonable steps to ensure that the Purchaser is aware that (a)
such sale is being made in reliance on an exemption under the Securities Act and
(b) future transfers of the Preferred Securities will not be made except in
compliance with applicable securities laws.

      5.6 Offering Circulars. Neither the Placement Agent nor its
representatives will include any nonpublic information about the Company, the
Trust or any of their affiliates in any registration statement, prospectus,
offering circular or private placement memorandum used in connection with any
purchase of Preferred Securities without the prior written consent of the
Company or the Trust, as applicable.

Section 6. Covenants of the Offerors. The Offerors covenant and agree with the
Placement Agent and the Purchaser as follows:

      6.1 Compliance with Representations and Warranties. During the period from
the date of this Agreement to the Subsequent Closing Date, the Offerors shall
use their best efforts to cause their representations and warranties contained
in Section 4 hereof to be true as of the applicable Closing Date, after giving
effect to the transactions contemplated by this Agreement, as if made on and as
of such Closing Date.

      6.2 Sale and Registration of Securities. Neither the Company nor the Trust
will, nor will either of them permit any of its Affiliates to, nor will either
of them permit any person acting on its or their behalf (other than the
Placement Agent and the Purchaser) to, directly or indirectly, (i) sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in the Securities Act) that would or could be integrated
with the sale of the Preferred Securities in any manner that would require the
registration of the Securities under the Securities Act or (ii) make offers or
sales of any such Security, or solicit offers to buy any such Security,

                                       14
<PAGE>

under any circumstances that would require the registration of any of such
Securities under the Securities Act.

      6.3 Use of Proceeds. The Trust shall use the proceeds from the sale of the
Preferred Securities and the Common Securities solely to purchase the Junior
Subordinated Notes from the Company.

      6.4 Investment Company. So long as any of the Securities are outstanding,
(i) the Securities shall not be listed on a national securities exchange
registered under section 6 of the Exchange Act or quoted in a U.S. automated
interdealer quotation system, (ii) neither the Company nor the Trust shall be an
open-end investment company, unit investment trust or face-amount certificate
company that is, or is required to be, registered under section 8 of the
Investment Company Act, and, the Securities shall otherwise satisfy the
eligibility requirements of Rule 144A(d)(3) and (iii) neither of the Offerors
shall engage, or permit any subsidiary to engage, in any activity which would
cause it or any subsidiary to be an "investment company" under the provisions of
the Investment Company Act.

      6.5 Solicitation and Advertising. Neither the Company nor the Trust will,
nor will either of them permit any of their Affiliates or any person acting on
their behalf to (other than the Placement Agent), (i) engage in any "directed
selling efforts" within the meaning of Regulation S under the Securities Act or
(ii) engage in any form of "general solicitation or general advertising" (within
the meaning of Regulation D) in connection with any offer or sale of any of the
Securities.

      6.6 Compliance with Rule 144A(d)(4) under the Securities Act. So long as
any of the Securities are outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, the Offerors will, during
any period in which they are not subject to and in compliance with Section 13 or
15(d) of the Exchange Act, or the Offerors are not exempt from such reporting
requirements pursuant to and in compliance with Rule 12g3-2(b) under the
Exchange Act, provide to each holder of such restricted securities and to each
prospective purchaser (as designated by such holder) of such restricted
securities, upon the request of such holder or prospective purchaser in
connection with any proposed transfer, any information required to be provided
by Rule 144A(d)(4) under the Securities Act, if applicable. The information
provided by the Offerors pursuant to this Section 6.6 will not, at the date
thereof, contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. If the Company and the
Trust are required to register under the Exchange Act, such reports filed in
compliance with Rule 12g3-2(b) shall be sufficient information as required
above. This covenant is intended to be for the benefit of the Purchaser, the
holders of the Securities, and the prospective purchasers designated by such
holders, from time to time, of the Securities.

      6.7 Reports. Each of the Company and the Trust shall furnish to (i) the
Placement Agent, (ii) the Purchaser and any subsequent holder of the Securities,
and (iii) any beneficial owner of the Securities reasonably identified to the
Company and the Trust (which identification may be made by either such
beneficial owner or by the Purchaser), a duly completed and executed certificate
in the form attached hereto as Annex F, including the financial statements

                                       15
<PAGE>

referenced in such Annex, which certificate and financial statements shall be so
furnished by the Company and the Trust not later than fifty (50) days after the
end of each of the first three fiscal quarters of each fiscal year of the
Company and not later than one hundred (100) days after the end of each fiscal
year of the Company during which the Junior Subordinated Notes are outstanding.

Section 7. Indemnification & Contribution.

      7.1 Indemnification.

      7.1.1 The Company and the Trust agree jointly and severally to indemnify
and hold harmless the Placement Agent, the Purchaser, the Placement Agent's
affiliates (collectively, the "Indemnified Parties") and the Indemnified
Parties' respective directors, officers, employees and agents and each person
who "controls" the Indemnified Parties within the meaning of either the
Securities Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any information (whether oral or written) or
documents furnished or made available to the Purchaser or the Placement Agent by
or on behalf of the Company, the Trust, or their respective representatives
pursuant to the due diligence request form provided by the Placement Agent in
connection with the transactions contemplated by the Operative Documents, or
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances under which they were made, and agrees to
reimburse each such Indemnified Party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which the Company or the Trust
may otherwise have, without permitting any duplicate recovery.

      7.1.2 The Company agrees to indemnify the Trust against all loss,
liability, claim, damage and expense whatsoever, as due from the Trust under
Section 7.1.1 above.

      7.1.3 Promptly after receipt by an Indemnified Party under this Section 7
of notice of the commencement of any action, such Indemnified Party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, promptly notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve the indemnifying party from liability under Section 7.1.1 above unless
and to the extent that such failure results in the forfeiture by the
indemnifying party of material rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any Indemnified
Party other than the indemnification obligation provided in Section 7.1.1 above.
The indemnifying party shall be entitled to appoint counsel at the indemnifying
party's expense to represent the Indemnified Party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the Indemnified Party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the Indemnified
Party.

                                       16
<PAGE>

Notwithstanding the indemnifying party's election to appoint counsel to
represent the Indemnified Party in an action, the Indemnified Party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the Indemnified Party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the Indemnified Party and the indemnifying party and the
Indemnified Party shall have reasonably concluded that there may be legal
defenses available to it and/or other Indemnified Parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
Indemnified Party to represent the Indemnified Party within a reasonable time
after notice of the institution of such action, or (iv) the indemnifying party
shall authorize the Indemnified Party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the Indemnified Parties, which consent shall not be
unreasonably withheld or delayed, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the Indemnified Parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each Indemnified Party from all liability
arising out of such claim, action, suit or proceeding. An Indemnified Party will
not, without the prior written consent of the indemnifying parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Indemnified Parties are actual or potential parties to such claim or action).

      7.1.4 In the event that the indemnity provided in Sections 7.1.1, 7.1.2 or
7.1.3 is unavailable to or insufficient to hold harmless an Indemnified Party
for any reason, the Company, the Trust and the Placement Agent agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company, the Trust and the
Placement Agent may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Trust on the one hand and
by the Placement Agent on the other from the offering of the Securities;
provided, however, that in no case shall the Placement Agent be responsible for
any amount in excess of any purchase discount or commission applicable to the
Preferred Securities purchased hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company, the
Trust and the Placement Agent shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Trust on the one hand and of the Placement Agent on
the other in connection with the statements or omissions which resulted in such
Losses, as well as any other relevant equitable considerations. Benefits
received by the Company and the Trust shall be deemed to be equal to the total
net proceeds from the offering (before deducting expenses) received by it, and
benefits received by the Placement Agent shall be deemed to be equal to the
total amount of any commission specified in Section 2.4.1. Relative fault shall
be determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Company and the
Trust on the one hand or the Placement Agent on the other, the intent of the
parties and their relative knowledge,

                                       17
<PAGE>

access to information and opportunity to correct or prevent such untrue
statement or omission. The Company, the Trust and the Placement Agent agree that
it would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 7.1.4, no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, the Purchaser, each person
who controls the Placement Agent or the Purchaser within the meaning of either
the Securities Act or the Exchange Act and each director, officer, employee and
agent of the Placement Agent or the Purchaser shall have the same rights to
contribution as the Placement Agent, and each person who controls the Company
within the meaning of either the Securities Act or the Exchange Act, each
officer and director of the Company and each Administrator of the Trust shall
have the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this Section 7.1.4.

Section 8. Rights and Responsibilities of Placement Agent.

      8.1 Reliance. In performing its duties under this Agreement, the Placement
Agent shall be entitled to rely upon any notice, signature or writing which it
shall in good faith believe to be genuine and to be signed or presented by a
proper party or parties. The Placement Agent may rely upon any opinions or
certificates or other documents delivered by the Offerors or their counsel or
designees to either the Placement Agent or the Purchaser.

      8.2 Rights of Placement Agent. In connection with the performance of its
duties under this Agreement, the Placement Agent shall not be liable for any
error of judgment or any action taken or omitted to be taken unless the
Placement Agent was grossly negligent or engaged in willful misconduct in
connection with such performance or non-performance. No provision of this
Agreement shall require the Placement Agent to expend or risk its own funds or
otherwise incur any financial liability on behalf of the Purchaser in connection
with the performance of any of its duties hereunder. The Placement Agent shall
be under no obligation to exercise any of the rights or powers vested in it by
this Agreement.

Section 9. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Placement Agent, by notice given to the Company and
the Trust prior to delivery of and payment for either series of Preferred
Securities, if prior to such time (i) there has occurred any Material Adverse
Effect, or (ii) trading in any of the Company's securities shall have been
suspended by the SEC or the exchange upon which the Company's securities are
traded, if any, or trading in securities generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have been
established on such exchange, (ii) a banking moratorium shall have been declared
either by federal or Michigan authorities, or (iii) there shall have occurred
any outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the Placement Agent's judgment,
impracticable or inadvisable to proceed with the offering or delivery of the
Preferred Securities.

                                       18
<PAGE>

Section 10. Miscellaneous.

      10.1 Disclosure Schedule. The term "Disclosure Schedule," as used herein,
means the schedule, if any, attached to this Agreement that sets forth items the
disclosure of which is necessary or appropriate as an exception to one or more
representations or warranties contained in Section 4 hereof. The Disclosure
Schedule shall be arranged in paragraphs corresponding to the section numbers
contained in Section 4. Nothing in the Disclosure Schedule shall be deemed
adequate to disclose an exception to a representation or warranty made herein
unless the Disclosure Schedule identifies the exception with reasonable
particularity and describes the relevant facts in reasonable detail. Without
limiting the generality of the immediately preceding sentence, the mere listing
(or inclusion of a copy) of a document or other item in the Disclosure Schedule
shall not be deemed adequate to disclose an exception to a representation or
warranty made herein unless the representation or warranty has to do with the
existence of the document or other item itself. Information provided by the
Company in response to any due diligence questionnaire shall not be deemed part
of the Disclosure Schedule and shall not be deemed to be an exception to one or
more representations or warranties contained in Section 4 hereof unless such
information is specifically included on the Disclosure Schedule in accordance
with the provisions of this Section 10.1.

      10.2 Notices. All communications hereunder will be in writing and
effective only on receipt, and will be mailed, delivered by hand or courier or
sent by facsimile and confirmed:

If to the Placement Agent, to:

                           SunTrust Capital Markets, Inc.
                           303 Peachtree Street, N.E., 24th Floor
                           Mail Code 3950
                           Atlanta, Georgia 30308
                           Facsimile: (404) 813-5000
                           Attention: Trust Preferred

with a copy to:

                           Powell, Goldstein, Frazer & Murphy
                           Sixteenth Floor
                           191 Peachtree Street, N.E.
                           Atlanta, Georgia 30303
                           Facsimile: (404) 572-6807
                           Attention: Katherine Koops

                                       19
<PAGE>

if to the Offerors, to:

                           Mercantile Bank Corporation
                           5650 Byron Center Avenue SW
                           Wyoming, Michigan 49509
                           Facsimile: (616 ) 406-3701
                           Telephone: (616) 406-3700
                           Attention: Chief Financial Officer

      The Placement Agent, the Company, and their respective counsel, may change
their respective notice addresses, from time to time, by written notice to all
of the foregoing persons.

      10.3 Parties in Interest, Successors and Assigns. This Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any person other than
the parties hereto and the affiliates, directors, officers, employees, agents
and controlling persons referred to in Section 7 hereof and their successors,
assigns, heirs and legal representatives, any right or obligation hereunder.
None of the rights or obligations of the Company or the Trust under this
Agreement may be assigned, whether by operation of law or otherwise, without the
Placement Agent's prior written consent. The rights and obligations of the
Placement Agent and Purchaser under this Agreement may be assigned by such party
without the Company's or the Trust's consent; provided that the assignee assumes
the obligations of such party under this Agreement.

      10.4 Amendments. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement by
each of the parties hereto.

      10.5 Counterparts and Facsimile. This Agreement may be executed by any one
or more of the parties hereto in any number of counterparts, each of which shall
be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. This Agreement may be executed by any one or more
of the parties hereto by facsimile.

      10.6 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      10.7 Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICTS OF LAW.

      10.8 Entire Agreement. This Agreement, together with the Operative
Documents and the other documents delivered in connection with the transactions
contemplated by this Agreement, is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement, together with the Operative Documents and the other
documents delivered in

                                       20
<PAGE>

connection with the transaction contemplated by this Agreement, supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

      10.9 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected, it
being intended that all of the Placement Agent's and the Purchaser's rights and
privileges shall be enforceable to the fullest extent permitted by law.

      10.10 Survival. The respective agreements, representations, warranties,
indemnities and other statements of the Company and the Trust and their
respective officers or trustees and of the Placement Agent set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Placement Agent, the Purchaser,
the Company or the Trust or any of their respective officers, directors,
trustees or controlling persons, and will survive delivery of and payment for
the Preferred Securities. The provisions of Sections 2.4 and 7 shall survive the
termination or cancellation of this Agreement.

                     Signatures appear on the following page

                                       21
<PAGE>

      If this Agreement is satisfactory to you, please so indicate by signing
the acceptance of this Agreement and deliver such counterpart to the Offerors
whereupon this Agreement will become binding between us in accordance with its
terms.

                             Very truly yours,

                                    MERCANTILE BANK CORPORATION

                                    By:  /s/ GERALD R. JOHNSON, JR.
                                        ---------------------------------------
                                        Gerald R. Johnson, Jr.
                                        Chairman and Chief Executive Officer

                                    MERCANTILE BANK CAPITAL TRUST I
                                    By: Mercantile Bank Corporation, as
                                    Depositor

                                       By:  /s/ GERALD R. JOHNSON, JR.
                                           ------------------------------------
                                           Gerald R. Johnson, Jr.
                                           Chairman and Chief Executive Officer

CONFIRMED AND ACCEPTED
as of the date first set forth above

SUNTRUST CAPITAL MARKETS, INC.,
as Placement Agent

By:  /s/ JAMES R. BENNISON
    ---------------------------------
     James R. Bennison
     Managing Director

                                       22
<PAGE>

                                                                      Schedule 1

                        List of Significant Subsidiaries

Mercantile Bank of West Michigan
Mercantile Bank Mortgage Company, LLC

                                       23
<PAGE>

                                                                       EXHIBIT A

                         FORM OF SUBSCRIPTION AGREEMENT

                   PREFERRED SECURITIES SUBSCRIPTION AGREEMENT

                                  [date], 2004

      THIS PREFERRED SECURITIES SUBSCRIPTION AGREEMENT (this "Agreement") made
among Mercantile Bank Capital Trust I (the "Trust"), a statutory trust created
under the Delaware Statutory Trust Act (12 Del. C. Section 3801, et seq.),
Mercantile Bank Corporation, a Michigan corporation, with its principal offices
located at 5650 Byron Center Avenue SW, Wyoming, Michigan 49509 (the "Company"
and, together with the Trust, the "Offerors"), STI Investment Management, Inc.
(the "Purchaser"), and SunTrust Capital Markets, Inc. (as to Sections 1.2, 1.3
and Article III).

                                    RECITALS:

      A. The Trust desires to issue SIXTEEN Million ($16,000,000) Dollars of its
Series [A][B] Floating Rate Preferred Securities (the "Series [A][B]Preferred
Securities"), liquidation amount $1,000 per Preferred Security, representing an
undivided beneficial interest in the assets of the Trust (the "Offering"), to be
issued pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement") by and among the Company, Wilmington Trust Company, as Property
trustee, Wilmington Trust Company, as Delaware trustee, the administrative
trustees named therein and the Holders (as defined therein), which Series [A][B]
Preferred Securities are to be guaranteed by the Company with respect to
distributions and payments upon liquidation, redemption and otherwise pursuant
to the terms of a Guarantee Agreement between the Company and Wilmington Trust
Company, as Guarantee Trustee (the "Guarantee"); and

      B. The proceeds from the sale of the Series [A][B] Preferred Securities
will be combined with the proceeds from the sale by the Trust to the Company of
its Series [A][B] Common Securities, and will be used by the Trust to purchase
an equivalent amount of Series [A][B] Floating Rate Junior Subordinated Notes of
the Company (the "Series [A][B] Notes") to be issued by the Company pursuant to
an indenture (the "Indenture") to be executed by the Company and Wilmington
Trust Company, as Indenture Trustee; and

      C. In consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto agree as follows:

                                   Article I
                    PURCHASE AND SALE OF PREFERRED SECURITIES

      1.1 Upon the execution of this Agreement, the Purchaser hereby agrees to
purchase from the Trust Series [A][B] Preferred Securities at a price equal to
$1,000 per Preferred Security (the "Purchase Price"), which Purchase Price is
equal to sixteen Million ($16,000,000) Dollars, and the Trust agrees to sell
such Series [A][B] Preferred Securities to the Purchaser for said Purchase
Price. The rights and preferences of the Series [A][B] Preferred Securities are
set forth in the Trust Agreement. The closing of the sale and purchase of the
Series [A][B] Preferred Securities by the Offerors to the Purchaser shall occur
on [CLOSING DATE],

                                      A-1

<PAGE>

or such other later date as the parties may designate (the "Closing Date") The
Purchase Price is payable in immediately available funds on the Closing Date.
The Offerors shall provide the Purchaser payment instructions no later than two
(2) days prior to the Closing Date.

      1.2 The Placement Agreement, dated as of September 16, 2004 (the
"Placement Agreement"), among the Offerors and the Placement Agent identified
therein (the "Placement Agent") includes certain representations and warranties,
covenants and conditions to closing and certain other matters governing the
Offering. The Placement Agreement is hereby incorporated by reference into this
Agreement, and the Purchaser shall be entitled to each of the benefits of the
Placement Agent and the Purchaser under the Placement Agreement and shall be
entitled to enforce the obligations of the Offerors under such Placement
Agreement as fully as if the Purchaser were a party to such Placement Agreement.

      1.3 Subject to the provisions of Section 2 hereof, the Purchaser may
resell the Series [A][B] Preferred Securities to a subsequent purchaser (any
such purchaser from the Purchaser being referred to hereinafter as a "Subsequent
Purchaser"). Upon transfer of the Series [A][B] Preferred Securities to a
Subsequent Purchaser, the Subsequent Purchaser shall be entitled to each of the
benefits of the Placement Agent and the Purchaser under the Placement Agreement
and this Agreement, and shall be entitled to enforce the obligations of the
Offerors under the Placement Agreement and this Agreement, as fully as if the
Subsequent Purchaser were a party to the Placement Agreement and this Agreement.

                                   Article II
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      2.1 The Purchaser understands and acknowledges that the Series [A][B]
Preferred Securities, the Series [A][B] Notes and the Guarantee (i) have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any other applicable securities law, (ii) are being offered for sale
by the Trust in transactions not requiring registration under the Securities Act
and (iii) may not be offered, sold, pledged or otherwise transferred by the
Purchaser except in compliance with the registration requirements of the
Securities Act or any other applicable securities laws, pursuant to an exemption
therefrom or in a transaction not subject thereto.

      2.2 The Purchaser represents and warrants that it is purchasing the Series
[A][B] Preferred Securities for its own account and not with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the
Securities Act or other applicable securities laws, subject to any requirement
of law that the disposition of its property be at all times within its control
and subject to its ability to resell such Series [A][B] Preferred Securities
pursuant to an effective registration statement under the Securities Act or
under Rule 144A or any other exemption from registration available under the
Securities Act or any other applicable securities law. The Purchaser understands
that no public market exists for any of the Series [A][B] Preferred Securities,
and that it is unlikely that a public market will ever exist for the Series
[A][B] Preferred Securities.

                                      A-2

<PAGE>

      2.3 The Purchaser represents and warrants that (a) it has consulted with
its own legal, regulatory, tax, business, investment, financial and accounting
advisers in connection herewith to the extent it has deemed necessary; (b) it
has had a reasonable opportunity to ask questions of and receive answers from
officers and representatives of the Offerors concerning their respective
financial condition and results of operations and the purchase of the Series
[A][B] Preferred Securities and any such questions have been answered to its
satisfaction; (c) it has had the opportunity to review all publicly available
records and filings concerning the Offerors and it has carefully reviewed such
records and filings that it considers relevant to making an investment decision;
and (d) it has made its own investment decisions based upon its own judgment,
due diligence and advice from such advisers as it has deemed necessary and not
upon any view expressed by the Offerors or the Placement Agent.

      2.4 The Purchaser represents and warrants that it is an institutional
"accredited investor" within the meaning of subparagraph (a)(1), (2), (3) or (7)
of Rule 501 of Regulation D under the Securities Act.

      2.5 The Purchaser represents and warrants that it was not formed solely
for the purpose of investing in the Series [A][B] Preferred Securities, and
additional capital or similar contributions were not specifically solicited from
any person owning a beneficial interest in it for the purpose of enabling it to
purchase any Series [A][B] Preferred Securities. The Purchaser is not a (i)
partnership, (ii) common trust fund or (iii) special trust, pension, profit
sharing or other retirement trust fund or plan in which the partners,
beneficiaries or participants, as applicable, may designate the particular
investments to be made or the allocation of any investment among such partners,
beneficiaries or participants, and it agrees that it shall not hold the Series
[A][B] Preferred Securities for the benefit of any other person and shall be the
sole beneficial owner thereof for all purposes and that it shall not sell
participation interests in the Series [A][B] Preferred Securities or enter into
any other arrangement pursuant to which any other person shall be entitled to a
beneficial interest in the distribution on the Series [A][B] Preferred
Securities. The Series [A][B] Preferred Securities purchased directly or
indirectly by the Purchaser constitute an investment of no more than 40% of its
assets.

      2.6 The Purchaser represents and warrants that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties specified herein, and to consummate the transactions contemplated
hereby, and it has full right and power to subscribe for Series [A][B] Preferred
Securities and perform its obligations pursuant to this Agreement.

      2.7 The Purchaser represents and warrants that no filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree of, any governmental body, agency or court having jurisdiction over the
Purchaser, other than those that have been made or obtained, is necessary or
required for the performance by the Purchaser of its obligations under this
Agreement or to consummate the transactions contemplated herein.

      2.8 The Purchaser represents and warrants that this Agreement has been
duly authorized, executed and delivered by the Purchaser.

                                      A-3

<PAGE>

                                  Article III
                                 MISCELLANEOUS

      3.1 Any notice or other communication given hereunder shall be deemed
sufficient if in writing and sent by registered or certified mail, return
receipt requested, international courier or delivered by hand against written
receipt therefor, or by facsimile transmission and confirmed by telephone, to
the following addresses, or such other address as may be furnished to the other
parties as herein provided:

          To the Offerors:          Mercantile Bank Corporation
                                    5650 Byron Center Avenue SW
                                    Wyoming, Michigan 49509
                                    Attention: Chief Financial Officer
                                    Fax: (616 ) 406-3701

          To the Purchaser:         SunTrust Capital Markets, Inc.
                                    303 Peachtree Street, N.E.
                                    24th Floor, Mail Code 3950
                                    Atlanta, Georgia 30308
                                    Fax: (404) 813-5000
                                    Attention: Trust Preferred

      Unless otherwise expressly provided herein, notices shall be deemed to
have been given on the date of mailing, except notice of change of address,
which shall be deemed to have been given when received.

      3.2 This Agreement shall not be changed, modified or amended except by a
writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.

      3.3 Upon the execution and delivery of this Agreement by the Purchaser,
this Agreement shall become a binding obligation of the Purchaser with respect
to the purchase of Series [A][B] Preferred Securities as herein provided.

      3.4 NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY
OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

      3.5 The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this Agreement.

      3.6 This Agreement may be executed in one or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

                                      A-4

<PAGE>

      3.7 In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired or affected, it being
intended that all of the Offerors' and the Purchaser's rights and privileges
shall be enforceable to the fullest extent permitted by law.

                     Signatures appear on the following page

                                      A-5

<PAGE>

      IN WITNESS WHEREOF, this Agreement is agreed to and accepted as of the day
and year first written above.

STI INVESTMENT MANAGEMENT, INC.

By: _______________________________
     Name:
     Title:

                                 MERCANTILE BANK CORPORATION

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 MERCANTILE BANK CAPITAL TRUST I
                                 By: Mercantile Bank Corporation, as
                                 Depositor

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                 SUNTRUST CAPITAL MARKETS, INC.
                                 (for purposes of the rights and obligations in
                                 Sections 1.2, 1.3 and Article III only)

                                 By: ___________________________________________
                                     Name:
                                     Title:

                                      A-6

<PAGE>

                                                                     EXHIBIT B-1

                         FORM OF COMPANY COUNSEL OPINION

                                 [CLOSING DATE]

SunTrust Capital Markets, Inc.
303 Peachtree Street, NE
24th Floor, Mail Code 3947
Atlanta, Georgia  30308

STI Investment Management, Inc.
2202 Polly Drummond Office Park
Newark, Delaware 19711

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1600

Ladies and Gentlemen:

      We have acted as counsel to Mercantile Bank Corporation (the "Company"), a
Michigan corporation in connection with a certain Placement Agreement, dated
September 16, 2004, (the "Placement Agreement"), between the Company and
Mercantile Bank Corporation (the "Trust"), on one hand, and SunTrust Capital
Markets, Inc. (the "Placement Agent"), on the other hand. Pursuant to the
Placement Agreement, and subject to the terms and conditions stated therein, the
Trust will issue and sell to STI Investment Management, Inc. (the "Purchaser"),
$16,000,000 aggregate principal amount of Series [A][B] Floating Rate Preferred
Securities (liquidation amount $1,000.00 per capital security) (the "Preferred
Securities"), which Preferred Securities are guaranteed on a subordinated basis
by the Company to the extent set forth in the Guarantee Agreement dated
September 16, 2004, between the Company and the Guarantee Trustee named therein
(the "Guarantee Agreement"). The Trust is purchasing, with the proceeds of the
Preferred Securities and 495 Series [A][B] Common Securities (the "Common
Securities"), $16,495,000 aggregate principal amount of Series [A][B] Floating
Rate Junior Subordinated Notes due 2034 (the "Junior Subordinated Notes") of the
Company issued pursuant to an Indenture dated as of September 16, 2004 (the
"Indenture"), between the Company and Wilmington Trust Company, as indenture
trustee (the "Indenture Trustee").

      Capitalized terms used herein and not otherwise defined shall have the
same meaning ascribed to them in the Placement Agreement.

      The law covered by the opinions expressed herein is limited to the law of
the United States of America and of the State of Michigan.

                                     B-1-1

<PAGE>

      We have made such investigations of law as, in our judgment, were
necessary to render the following opinions. We have also reviewed (a) the
Company's Articles of Incorporation, as amended, and its Bylaws, as amended; and
(b) such corporate documents, records, information and certificates of the
Company and its subsidiaries, certificates of public officials or government
authorities and other documents as we have deemed necessary or appropriate as a
basis for the opinions hereinafter expressed. As to certain facts material to
our opinions, we have relied, with your permission, upon statements,
certificates or representations, including those delivered or made in connection
with the above-referenced transaction, of officers and other representatives of
the Company and its subsidiaries and the Trust after discussing the contents
thereof with such officers. We have not made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company or any of its subsidiaries, and we have not
conducted any independent search of any public records in connection with our
rendering our opinions set forth herein.

      In rendering the opinions expressed below, we have assumed, without
verification (i) the genuineness of the signatures on all documents that we have
examined, (ii) the authenticity of all documents submitted to us as originals,
(iii)the conformity with authentic original documents of all documents submitted
to us as copies, and (iv) the legal capacity of all natural persons. We have
assumed (except to the extent set forth in our opinions below as to the Company)
(a) that all parties to, or that have otherwise executed, the Operative
Documents have been duly organized or formed, as the case may be, and are in
good standing under the laws of their respective jurisdictions of organization
or formation, as the case may be, and have full power, corporate or other, to
enter into and perform all obligations thereunder and (b) the due authorization
by all requisite action, corporate or otherwise, and execution delivery by such
persons of such documents.

      Based upon and subject to the foregoing and the further qualifications set
forth below, we are of the opinion as of the date hereof that:

      1. The Company is validly existing and in good standing under the laws of
the State of Michigan and is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended. Each of the Subsidiaries is
validly existing and in good standing under the laws of its jurisdiction of
organization. Each of the Company and the Subsidiaries has full corporate power
and authority to own or lease its properties and to conduct its business as such
business is currently conducted in all material respects.

      2. The issuance, sale and delivery of the Preferred Securities and the
Junior Subordinated Notes in accordance with the terms and conditions of the
Placement Agreement and the other Operative Documents have been duly authorized
by all necessary actions of the Company. The issuance, sale and delivery of the
Junior Subordinated Notes by the Company and the issuance, sale and delivery of
the Preferred Securities and Common Securities by the Trust do not give rise to
any preemptive rights to subscribe for or to purchase any shares of capital
stock or equity securities of the Company under the Articles of Incorporation or
Bylaws of the Company or, to our knowledge, under any agreement or other
instrument to which the Company is a party or by which the Company may be bound.

                                      B-1-2

<PAGE>

      3. The Company has all requisite corporate power to enter into and perform
its obligations under the Placement Agreement and the Subscription Agreement of
even date herewith relating to the Preferred Securities (the "Subscription
Agreement"), and the Placement Agreement and the Subscription Agreement have
been duly and validly authorized, executed and delivered by the Company and
constitute the legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms.

      4. Each of the Indenture, the Trust Agreement and the Guarantee Agreement
has been duly authorized, executed and delivered by the Company. Each of the
Indenture and the Guarantee Agreement constitutes a valid and legally binding
obligation of the Company enforceable against the Company in accordance with its
terms.

      5. The Junior Subordinated Notes have been duly authorized for issuance by
the Company, and the Junior Subordinated Note issued and delivered by the
Company to the Trust on this date has been duly executed and delivered by the
Company and, assuming due authentication by the Indenture Trustee under the
Indenture, is entitled to the benefits of the Indenture and constitutes the
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms.

      6. The execution, delivery and performance of the Placement Agreement and
the other Operative Documents and the consummation of the transactions
contemplated by the Placement Agreement and the other Operative Documents do not
and will not conflict with, result in the creation or imposition of any material
lien, claim, charge, encumbrance or restriction upon any property or assets of
the Company or the Subsidiaries pursuant to, or constitute a material breach or
violation of, or constitute a material default under, with or without notice or
lapse of time or both, any of the terms, provisions or conditions of (i) the
articles of incorporation or charter, bylaws or other governing documents of the
Company or the Subsidiaries, or (ii) to our knowledge, any material contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease,
franchise, license or any other agreement or instrument known to us to which the
Company or any of the Subsidiaries is a party or by which any of them or any of
their respective properties may be bound or (iii) any order, decree, judgment,
franchise, license, permit, rule or regulation of any court, arbitrator,
government, or governmental agency or instrumentality, domestic or foreign,
known to us having jurisdiction over the Company or the Subsidiaries or any of
their respective properties which, in each case, is material to the Company and
the Subsidiaries on a consolidated basis.

      7. Except for filings, registrations or qualifications that may be
required by applicable securities laws, no authorization, approval, consent or
order of, or filing, registration or qualification with, any person (including
without limitation, any court, governmental body or authority) is required under
the laws of the State of Michigan in connection with the offer and sale of the
Preferred Securities as contemplated by the Placement Agreement and the other
Operative Documents.

                                      B-1-3

<PAGE>

      8. To our knowledge, (i) neither the Company nor any of the Subsidiaries
is in breach or violation of, or default under, with or without notice or lapse
of time or both, its Articles of Incorporation or Charter, Bylaws or other
governing documents, and (ii) no action, suit or proceeding is pending or
threatened against the Company or any of the Subsidiaries, before or by any
court or governmental official, commission, board or other administrative
agency, authority or body, or any arbitrator, wherein an unfavorable decision,
ruling or finding could reasonably be expected to have a material adverse effect
on the consummation of the transactions contemplated by the Placement Agreement
and the other Operative Documents or the issuance and sale of the Preferred
Securities as contemplated therein or the condition (financial or otherwise),
earnings, affairs, business, or results of operations of the Company and its
subsidiaries on a consolidated basis.

      9. Assuming the accuracy of the representations of the Company, the
Placement Agent and the Purchaser in the respective Operative Documents, it is
not necessary in connection with the offering, sale and delivery of the
Preferred Securities, the Junior Subordinated Notes and the Guarantee Agreement
(or the Guarantee) to the Purchaser pursuant to the Subscription Agreement to
register the same under the Securities Act of 1933, as amended, under the
circumstances contemplated in the Placement Agreement and the Subscription
Agreement.

      10. Neither the Company nor the Trust is or after giving effect to the
offering and sale of the Preferred Securities and the consummation of the
transactions described in the Placement Agreement will be, an "investment
company" or an entity "controlled" by an "investment company," in each case
within the meaning of the Investment Company Act of 1940, as amended.

      Our opinions set forth herein are limited by the following exceptions and
qualifications:

      (A) The opinions expressed in the first two sentences of numbered
paragraph 1 of this Opinion Letter are based solely upon certain certificates
and confirmations issued by the applicable governmental officer or authority
with respect to each of the Company and the Subsidiaries.

      (B) As used in paragraph 1 of this Opinion Letter, the term "in good
standing" shall mean (i) when used in connection with a corporation, that all
filings and registrations required to have been made by such corporation under
the [STATE BUSINESS CORPORATION CODE] have been made and that all filing fees
that are due and payable in connection therewith have been paid, and (ii) when
used in connection with a bank, that all filings and registrations required to
have been made by such bank under the [APPLICABLE FINANCIAL CODE] have been made
and that all filing fees that are due and payable in connection therewith have
been paid.

      (C) We have assumed for purposes of this Opinion Letter that all the
documents as to which we have opined with respect to enforceability constitute
the legal, valid and binding obligations of the parties thereto other than the
Company.

                                      B-1-4

<PAGE>

      (D) Our opinions regarding the legality, validity, binding effect or
enforceability of each of the Placement Agreement and Subscription Agreement are
subject to and limited by: (i) bankruptcy, insolvency, moratorium,
reorganization or other laws affecting the rights of creditors, generally; (ii)
the effect of general principles of equity, whether applied by a court of law or
equity, including the discretionary nature of equitable remedies; (iii) the
possible unenforceability, as contrary to public policy, of provisions regarding
indemnities for violations of securities laws; and (iv) the possible
unavailability of certain remedies in the case of a non-material breach.

      (E) Our opinions regarding the legality, validity, binding effect or
enforceability of each of the Indenture, the Trust Agreement, the Guarantee
Agreement and the Junior Subordinated Notes are subject to and limited by: (i)
bankruptcy, insolvency, moratorium, reorganization or other laws affecting the
rights of creditors, generally; and (ii) the effect of general principles of
equity, whether applied by a court of law or equity, including the discretionary
nature of equitable remedies.

      With respect to any matters indicated herein to be limited to our
knowledge (or words to like effect), the opinions set forth herein with respect
to such matters are specifically limited to the actual knowledge which attorneys
who are members of or are employed by this firm have obtained solely in
connection with the representation of the Company with respect to the offering
of the Preferred Securities and the other transactions contemplated by the
Placement Agreement.

      With respect to the foregoing opinions, we do not express any opinions as
to the laws of the state of New York and have assumed, with your approval and
without rendering any opinion to such effect, that to the extent applicable, the
laws of the State of New York are substantively identical to the laws of the
State of Michigan which would apply, without regard to conflict of law
provisions, were the matter in question governed by the laws of Michigan. We
express no opinion as to matters of choice of law (including the enforceability
of any choice of law provisions in any agreement).

      This opinion is rendered to you solely pursuant to Section 3.2(a) of the
Placement Agreement. As such, it may be relied upon by you or by a Subsequent
Purchaser as defined in Section 3.2 of the Placement Agreement only and may not
be used or relied upon by any other person for any purpose whatsoever without
our prior written consent.

                                                     Very truly yours,

                                                     DICKINSON WRIGHT  PLLC

                                      B-1-5

<PAGE>

                                                                     EXHIBIT B-2

                           FORM OF TAX COUNSEL OPINION

      Pursuant to Section 3.2(c) of the Placement Agreement, Powell Goldstein
LLP counsel for the Placement Agent and Purchaser, shall deliver an opinion to
the following effect:

Mercantile Bank Corporation
5650 Byron Center Avenue SW
Wyoming, Michigan 49509

SunTrust Capital Markets, Inc.
303 Peachtree Street, NE
24th Floor, Mail Code 3950
Atlanta, Georgia 30308

STI Investment Management, Inc.
2202 Polly Drummond Office Park
Newark, Delaware 19711

Ladies and Gentlemen:

      We have acted as counsel to SunTrust Capital Markets, Inc. (the "Placement
Agent"), a Tennessee corporation, and STI Investment Management, Inc. (the
"Purchaser"), a Delaware corporation, in connection with the Purchaser's
purchase of $16,000,000 Series [A][B] Floating Rate Preferred Securities
(liquidation amount $1,000 per capital security) (the "Preferred Securities") to
be issued by Mercantile Bank Capital Trust I (the "Trust"). The Preferred
Securities represent undivided beneficial ownership interests in $16,495,000 in
aggregate principal amount of Series [A][B] Floating Rate Junior Subordinated
Notes due 2034 (the "Junior Subordinated Notes") of Mercantile Bank Corporation
(the "Company"). This opinion letter is furnished pursuant to Section 3.2(b) of
the Placement Agreement dated September 16, 2004, between the Company, the Trust
and the Placement Agent.

      In arriving at the opinions expressed below we have examined executed
copies of (i) the Amended and Restated Trust Agreement of the Trust dated the
date hereof (the "Trust Agreement") and (ii) the Junior Subordinated Indenture
relating to the issuance of the Junior Subordinated Notes dated the date hereof
(the "Indenture") (together, the "Operative Documents"). In addition, we have
relied on the representations of the Company contained in its letter dated as of
the date hereof and delivered to us in connection with the issuance of our
opinions expressed below. We have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
and records submitted to us as originals, the conformity to original documents
and records of all documents and records submitted to us as copies, and the
truthfulness of all statements of facts contained therein. We have also made
such investigations of law and fact as we have deemed appropriate as a basis for
the opinion expressed below.

                                      B-2-1

<PAGE>

      Based upon and subject to the foregoing and such further qualifications as
set forth below, it is our opinion that, under current law and assuming the
performance of the Operative Documents in accordance with the terms described
therein:

      1.    the Trust will be classified for United States federal income tax
            purposes as a grantor trust and not as an association that is
            taxable as a corporation, and

      2.    the Junior Subordinated Notes will be treated for United States
            federal income tax purposes as indebtedness of the Company.

      Our opinion is based on the U.S. Internal Revenue Code of 1986, as
amended, Treasury regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as of the date hereof and all of which are
subject to change, possibly on a retroactive basis. In rendering this opinion,
we are expressing our views only as to the federal income tax laws of the United
States of America. In rendering this opinion, we make no undertaking to advise
you of the effect of changes in matters of law or fact occurring subsequent to
the date hereof.

      This opinion is rendered to you solely pursuant to Section 3.2(b) of the
Placement Agreement. As such, it may be relied upon by you and by any Subsequent
Purchaser as defined in Section 3.2 of the Placement Agreement only and may not
be used or relied upon by any other person for any purpose whatsoever without
our prior written consent.

                                          Very truly yours,

                                          POWELL, GOLDSTEIN, FRAZER & MURPHY LLP

                                      B-1-2

<PAGE>

                                                                     EXHIBIT B-3

                     FORM OF DELAWARE COUNSEL TRUST OPINION

      Pursuant to Section 3.2(c) of the Placement Agreement, and with respect to
each series of Preferred Securities, Common Securities, and Junior Subordinated
Notes to be issued in accordance therewith, Richards, Layton & Finger, P.A.,
special Delaware counsel for the Placement Agent and Purchaser, shall deliver an
opinion to the effect that:

(i)   the Trust has been duly created and is validly existing in good standing
      as a statutory trust under the Delaware Statutory Trust Act, and all
      filings required under the laws of the State of Delaware with respect to
      the creation and valid existence of the Trust as a statutory trust have
      been made;

(ii)  under the Delaware Statutory Trust Act and the Amended and Restated Trust
      Agreement, the Trust has the trust power and authority (A) to own property
      and conduct its business, all as described in the Amended and Restated
      Trust Agreement, (B) to execute and deliver, and to perform its
      obligations under, each of the Placement Agreement, the Subscription
      Agreement, the Common Securities Subscription Agreement, the Junior
      Subordinated Note Subscription Agreement and the Preferred Securities and
      the Common Securities and (C) to purchase and hold the Junior Subordinated
      Notes;

(iii) under the Delaware Statutory Trust Act, the certificate attached to the
      Amended and Restated Trust Agreement as Exhibit C is an appropriate form
      of certificate to evidence ownership of the Preferred Securities; the
      Preferred Securities have been duly authorized by the Trust Agreement and,
      when issued and delivered against payment of the consideration as set
      forth in the Subscription Agreement, the Preferred Securities will be
      validly issued and (subject to the qualifications set forth in this
      paragraph) fully paid and nonassessable and will represent undivided
      beneficial interests in the assets of the Trust; the holders of the
      Preferred Securities will be entitled to the benefits of the Amended and
      Restated Trust Agreement and, as beneficial owners of the Trust, will be
      entitled to the same limitation of personal liability extended to
      stockholders of private corporations for profit organized under the
      General Corporation Law of the State of Delaware; and such counsel may
      note that the holders of the Preferred Securities may be obligated,
      pursuant to the Amended and Restated Trust Agreement, to (A) provide
      indemnity and/or security in connection with and pay taxes or governmental
      charges arising from transfers or exchanges of Preferred Securities
      certificates and the issuance of replacement Preferred Securities
      certificates and (B) provide security or indemnity in connection with
      requests of or directions to the Property Trustee to exercise its rights
      and remedies under the Amended and Restated Trust Agreement;

(iv)  the Common Securities have been duly authorized by the Trust Agreement
      and, when issued and delivered by the Trust to the Company against payment
      therefor as described in the related Amended and Restated Trust Agreement
      and the related Common Securities Subscription Agreement, will be validly
      issued and fully paid and will represent undivided beneficial interests in
      the assets of the Trust entitled to the benefits of the Trust Agreement;

                                      B-3-1

<PAGE>

(v)   under the Delaware Statutory Trust Act and the Amended and Restated Trust
      Agreement, the issuance of the Preferred Securities and the Common
      Securities is not subject to preemptive or other similar rights;

(vi)  under the Delaware Statutory Trust Act and the Amended and Restated Trust
      Agreement, the execution and delivery by the Trust of the Placement
      Agreement, the Subscription Agreement, the Common Securities Subscription
      Agreement and the Junior Subordinated Note Subscription Agreement, and the
      performance by the Trust of its obligations thereunder, have been duly
      authorized by all necessary trust action on the part of the Trust;

(vii) the Amended and Restated Trust Agreement constitutes a legal, valid and
      binding obligation of the Company and the Trustees, and is enforceable
      against the Company and the Trustees, in accordance with its terms
      subject, as to enforcement, to the effect upon the Amended and Restated
      Trust Agreement of (a) bankruptcy, insolvency, moratorium, receivership,
      reorganization, liquidation, fraudulent conveyance or transfer and other
      similar laws relating to or affecting the rights and remedies of creditors
      generally, (b) principles of equity, including applicable law relating to
      fiduciary duties (regardless of whether considered and applied in a
      proceeding in equity or at law), and (c) the effect of applicable public
      policy on the enforceability of provisions relating to indemnification or
      contribution;

(viii) the issuance and sale by the Trust of the Preferred Securities and the
      Common Securities, the purchase by the Trust of the Junior Subordinated
      Notes, the execution, delivery and performance by the Trust of the
      Placement Agreement, the Subscription Agreement, the Common Securities
      Subscription Agreement and the Junior Subordinated Note Subscription
      Agreement, the consummation by the Trust of the transactions contemplated
      by the Placement Agreement and Subscription Agreement and compliance by
      the Trust with its obligations thereunder do not violate (a) any of the
      provisions of the Certificate of Trust or the Amended and Restated Trust
      Agreement or (b) any applicable Delaware law, rule or regulation;

(ix)  no filing with, or authorization, approval, consent, license, order,
      registration, qualification or decree of, any Delaware court or Delaware
      governmental authority or Delaware agency is necessary or required solely
      in connection with the issuance and sale by the Trust of the Common
      Securities or the Preferred Securities, the purchase by the Trust of the
      Junior Subordinated Notes, the execution, delivery and performance by the
      Trust of the Placement Agreement, the Subscription Agreement, the Common
      Securities Subscription Agreement and the Junior Subordinated Note
      Subscription Agreement, the consummation by the Trust of the transactions
      contemplated by the Placement Agreement and the Subscription Agreement and
      compliance by the Trust with its obligations thereunder; and

(x)   the holders of the Preferred Securities (other than those holders who
      reside or are domiciled in the State of Delaware) will have no liability
      for income taxes imposed by

                                      B-3-2

<PAGE>

      the State of Delaware solely as a result of their participation in the
      Trust and the Trust will not be liable for any income tax imposed by the
      State of Delaware.

In rendering such opinions, such counsel may (A) state that its opinion is
limited to the laws of the State of Delaware and (B) rely as to matters of fact,
to the extent deemed proper, on certificates of responsible officers of the
Company and public officials.

                                      B-3-3

<PAGE>

                                                                     EXHIBIT B-4

                         FORM OF TRUSTEE COUNSEL OPINION

      Pursuant to Section 3.2(d) of the Placement Agreement, and with respect to
each series of Preferred Securities, Common Securities, and Junior Subordinated
Notes to be issued in accordance therewith, Richards, Layton & Finger, P.A.,
special counsel for the Guarantee Trustee, the Property Trustee and the
Indenture Trustee, shall deliver an opinion to the effect that:

      (1) Wilmington Trust Company (the "Bank") has been duly incorporated and
is validly existing in good standing as a Delaware banking corporation under the
laws of the State of Delaware and has the power and authority to enter into, and
to take all action required of it under, the Transaction Documents.

      (2) The Transaction Documents have been duly authorized, executed and
delivered by the Trustee, the Property Trustee and the Guarantee Trustee and
each constitutes a legal, valid and binding obligation of the Trustee, the
Property Trustee and the Guarantee Trustee enforceable against them in
accordance with their respective terms, except as the enforceability thereof may
be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws
affecting the enforcement of creditors' rights generally, as such laws would
apply in the event of a bankruptcy, insolvency or reorganization or similar
occurrence affecting the Trustee the Property Trustee and the Guarantee Trustee
and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).

      (3) The Securities have been duly authenticated and delivered by the
Trustee.

      (4) The Preferred Securities have been duly authenticated and delivered by
the Property Trustee.

      (5) The execution and delivery of each of the Transaction Documents by the
Trustee, the Property Trustee and the Guarantee and the performance by them of
their respective terms do not conflict with or result in a violation of (A) any
law or regulation of the United States of America or the State of Delaware
governing the banking or trust powers of the Bank, or (B) the charter or By-laws
of the Bank.

      (6) No approval, authorization or other action by, or filing with, any
governmental authority of the United States of America or the State of Delaware
having jurisdiction over the banking or trust powers of the Bank is required in
connection with the execution and delivery by the Trustee, the Property Trustee
and the Guarantee Trustee of the Transaction Documents or the performance by the
Trustee, the Property Trustee and the Guarantee Trustee of the terms of the
Transaction Documents, other than the filing of the Certificate of Trust.

      In rendering such opinions, such counsel may (A) state that its opinion is
limited to the laws of the State of Delaware and the federal laws of the United
States governing the banking and trust powers of the Bank and (B) rely as to
matters of fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials.

                                      B-4-1

<PAGE>

                                                                         Annex F

                                     Annex F

                              OFFICER'S CERTIFICATE

      The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
President] hereby certifies, pursuant to Section 6.9 of the Placement Agreement,
dated as of September 16, 2004, among Mercantile Bank Corporation (the
"Company"), Mercantile Bank Capital Trust I (the "Trust") and SunTrust Capital
Markets, Inc. that, as of [date], [20__], the Company had the following ratios
and balances:

[BANK HOLDING COMPANY/THRIFT HOLDING COMPANY]

As of [Quarterly Financial Dates], 2004

<TABLE>
<S>                                                             <C>
Tier 1 Risk Weighted Assets                                       _____________%

Ratio of Double Leverage                                          _____________%

Non-Performing Assets to Loans and OREO                           _____________%

Tangible Common Equity as a Percentage of Tangible Assets         _____________%

Ratio of Reserves to Non-Performing Loans                         _____________%

Ratio of Net Charge-Offs to Loans                                 _____________%

Return on Average Assets (annualized)                             _____________%

Net Interest Margin (annualized)                                  _____________%

Efficiency Ratio                                                  _____________%

Ratio of Loans to Assets                                          _____________%

Ratio of Loans to Deposits                                        _____________%

Total Assets                                                    $ _____________%

Year to Date Income                                             $ _____________%
</TABLE>

* A table describing the quarterly report calculation procedures is provided on
page __

[FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial
statements (including the balance sheet, income statement and statement of cash
flows, and notes thereto, together with the report of the independent
accountants thereon) of the Company and its consolidated subsidiaries for the
three years ended [date], 20__.]

[FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated
financial statements (including the balance sheet and income statement) of the
Company and its consolidated subsidiaries for the fiscal quarter ended [date],
20__.]

                                      F-1
<PAGE>

                                                                         Annex F

The financial statements fairly present in all material respects, in accordance
with U.S. generally accepted accounting principles ("GAAP"), the financial
position of the Company and its consolidated subsidiaries, and the results of
operations and changes in financial condition as of the date, and for the [___
quarter interim] [annual] period ended [date], 20__, and such financial
statements have been prepared in accordance with GAAP consistently applied
throughout the period involved (expect as otherwise noted therein).

      IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of this _____ day of _____________, 20__

                                                     ___________________________
                                                     Name:
                                                     Title:

                                                     Mercantile Bank Corporation
                                                     5650 Byron Center Avenue SW
                                                     Wyoming, Michigan 49509
                                                     (616) 406-3700

                                      F-2

<PAGE>

                              Financial Definitions

                              BANK HOLDING COMPANY

<TABLE>
<CAPTION>
                          CORRESPONDING FRY-9C OR LP LINE ITEMS WITH LINE ITEM
     REPORT ITEM                        CORRESPONDING SCHEDULES                             DESCRIPTION OF CALCULATION
- ----------------------- -------------------------------------------------------- --------------------------------------------------
<S>                     <C>                                                      <C>
Tier 1 Risk Weighted    BHCK7206                                                 Tier 1 Risk Ratio: Core Capital (Tier 1)/
Assets                  Schedule HC-R                                            Risk-Adjusted Assets
- ----------------------- -------------------------------------------------------- --------------------------------------------------
Ratio of Double         (BHCP0365)/(BCHCP3210)                                   Total equity investments in subsidiaries  divided
Leverage                Schedule PC in the LP                                    by the total equity capital. This field is
                                                                                 calculated at the parent company level.
                                                                                 "Subsidiaries" include bank, bank holding
                                                                                 company, and non-bank subsidiaries.
- ----------------------- -------------------------------------------------------- --------------------------------------------------
Non-Performing Assets   (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744)/          Total Nonperforming Assets (NPLs+Foreclosed Real
to Loans and OREO       (BHCK2122+ Schedules HC-C, HC-M & HC-N                   Estate+Other Nonaccrual & Repossessed
                                                                                 Assets)/Total Loans+Foreclosed Real Estate
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)
Tangible Common                                                                  (Equity Capital - Goodwill)/(Total Assets -
Equity as a             Schedule HC                                              Goodwill)
Percentage of
Tangible Assets
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHCK3123+BHCK3128)/(BHCK5525-
                        BHCK3506+BHCK5526-BHCK3507)
Ratio of Reserves to                                                             Total Loan Loss and Allocated Transfer  Risk
Non-Performing Loans    Schedules HC & HC-N & HC-R                               Reserves/ Total  Nonperforming Loans (Nonaccrual
                                                                                 + Restructured)
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHCK4635-BHCK4605)/(BHCK3516)
Ratio of Net                                                                     Net charge  offs for the period as a percentage
Charge-Offs to Loans    Schedules HC-B & HC-K                                    of average loans.
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHCK4340/BHCK3368)
Return on Average                                                                Net Income as a percentage of Assets.
Assets (annualized)     Schedules HI & HC-K
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHCK4519)/(BHCK3515+BHCK3365+BHCK3516+
                        BHCK3401+BHCKB985)
Net Interest Margin                                                              (Net Interest Income Fully Taxable Equivalent,
(annualized)            Schedules HI Memorandum and HC-K                         if available/Average Earning Assets)
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHCK4093)/(BHCK4519+BHCK4079)
Efficiency Ratio                                                                 (Non-interest Expense)/(Net Interest Income
                        Schedule HI                                              Fully Taxable Equivalent, if available, plus
                                                                                 Non-interest Income)
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHCKB528+BHCK5369)/(BHCK2170)
Ratio of Loans to                                                                Total Loans & Leases (Net of Unearned Income &
Assets                  Schedule HC                                              Gross of Reserve)/Total Assets
- ----------------------- -------------------------------------------------------- --------------------------------------------------
                        (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636
                        +BHFN6631+BHFN6636)
Ratio of Loans to                                                                Total Loans & Leases (Net of Unearned Income &
Deposits                Schedule HC                                              Gross of Reserve)/Total Deposits (Includes
                                                                                 Domestic and Foreign Deposits)
</TABLE>

                                       1
<PAGE>

<TABLE>
<S>                     <C>                                                      <C>
                        (BHCK2170)
Total Assets                                                                     The sum of total assets. Includes cash and
                        Schedule HC                                              balances due from depository institutions;
                                                                                 securities; federal funds sold and securities
                                                                                 purchased under agreements to resell; loans and
                                                                                 lease financing receivables; trading assets;
                                                                                 premises and fixed assets; other real estate owned;
                                                                                 investments in unconsolidated subsidiaries and
                                                                                 associated companies; customer's liability on
                                                                                 acceptances outstanding; intangible assets; and
                                                                                 other assets.
</TABLE>

                                       2

<PAGE>

                              DISCLOSURE SCHEDULES

                                SCHEDULE 4.15(a)

                              FINANCIAL STATEMENTS

      On August 16, 2004, the Company, gave notice of its intent to redeem in
full on September 17, 2004 the $16,000,000 Junior Subordinated Debentures Due
2029 of the Company.

                                       1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>k90454exv10w4.txt
<DESCRIPTION>GUARANTEE AGREEMENT DATED SEPTEMBER 16, 2004
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                                                            Final Conformed Copy

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

                               GUARANTEE AGREEMENT

                                     between

                          MERCANTILE BANK CORPORATION,
                                  As Guarantor,

                                       and

                            WILMINGTON TRUST COMPANY,
                              As Guarantee Trustee

                         Dated as of September 16, 2004

                         MERCANTILE BANK CAPITAL TRUST I

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
ARTICLE I     INTERPRETATION AND DEFINITIONS.................................   2
SECTION 1.1   Interpretation.................................................   2
SECTION 1.2   Definitions....................................................   2

ARTICLE II    REPORTS........................................................   6
SECTION 2.1   List of Holders................................................   6
SECTION 2.2   Periodic Reports to the Guarantee Trustee......................   6
SECTION 2.3   Event of Default; Waiver.......................................   6
SECTION 2.4   Event of Default; Notice.......................................   7

ARTICLE III   POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE.............   7
SECTION 3.1   Powers and Duties of the Guarantee Trustee.....................   7
SECTION 3.2   Certain Rights of the Guarantee Trustee........................   8
SECTION 3.3   Compensation...................................................  10
SECTION 3.4   Indemnity......................................................  10
SECTION 3.5   Securities.....................................................  11

ARTICLE IV    GUARANTEE TRUSTEE..............................................  11
SECTION 4.1   Guarantee Trustee; Eligibility.................................  11
SECTION 4.2   Appointment, Removal and Resignation of the Guarantee Trustee..  12

ARTICLE V     GUARANTEE......................................................  12
SECTION 5.1   Guarantee......................................................  12
SECTION 5.2   Waiver of Notice and Demand....................................  13
SECTION 5.3   Obligations Not Affected.......................................  13
SECTION 5.4   Rights of Holders..............................................  14
SECTION 5.5   Guarantee of Payment...........................................  14
SECTION 5.6   Subrogation....................................................  14
SECTION 5.7   Independent Obligations........................................  15
SECTION 5.8   Enforcement....................................................  15

ARTICLE VI    COVENANTS AND SUBORDINATION....................................  15
SECTION 6.1   Dividends, Distributions and Payments..........................  15
SECTION 6.2   Subordination..................................................  16
SECTION 6.3   Pari Passu Guarantees..........................................  16

ARTICLE VII   TERMINATION....................................................  16
SECTION 7.1   Termination....................................................  16

ARTICLE VIII  MISCELLANEOUS..................................................  17
SECTION 8.1   Successors and Assigns.........................................  17
SECTION 8.2   Amendments.....................................................  17
SECTION 8.3   Notices........................................................  17
SECTION 8.4   Benefit........................................................  18
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                            <C>
SECTION 8.5   Governing Law..................................................  18
SECTION 8.6   Submission to Jurisdiction.....................................  18
SECTION 8.7   Counterparts...................................................  19
</TABLE>

                                       ii

<PAGE>

      GUARANTEE AGREEMENT, dated as of September 16, 2004, executed and
delivered by MERCANTILE BANK CORPORATION, a Michigan corporation (the
"Guarantor") having its principal office at 5650 Byron Center Avenue SW,
Wyoming, Michigan 49509, and WILMINGTON TRUST Company, a Delaware banking
corporation, as trustee (in such capacity, the "Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time of the Preferred
Securities (as defined herein) of Mercantile Bank Capital Trust I, a Delaware
statutory trust (the "Issuer").

                              W I T N E S S E T H :

      WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of
the date hereof (the "Trust Agreement"), among the Guarantor, as Depositor, the
Property Trustee, the Delaware Trustee and the Administrative Trustees named
therein and the holders from time to time of the Preferred Securities (as
hereinafter defined), the Issuer is issuing $32,000,000 aggregate Liquidation
Amount (as defined in the Trust Agreement) of its Series A and Series B Floating
Rate Preferred Securities (Liquidation Amount $1,000 per preferred security)
(the "Preferred Securities") representing preferred undivided beneficial
interests in the assets of the Issuer and having the terms set forth in the
Trust Agreement;

      WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined below), will be used to purchase the Notes (as
defined in the Trust Agreement) of the Guarantor; and

      WHEREAS, as incentive for the Holders to purchase Preferred Securities the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders of the Preferred Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein.

      NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement to
provide as follows for the benefit of the Holders from time to time of the
Preferred Securities:

                                       1
<PAGE>

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

      SECTION 1.1. Interpretation.

      In this Guarantee Agreement, unless the context otherwise requires:

            (a)   capitalized terms used in this Guarantee Agreement but not
      defined in the preamble hereto have the respective meanings assigned to
      them in Section 1.2;

            (b)   the words "include", "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation";

            (c)   all references to "the Guarantee Agreement" or "this Guarantee
      Agreement" are to this Guarantee Agreement as modified, supplemented or
      amended from time to time;

            (d)   all references in this Guarantee Agreement to Articles and
      Sections are to Articles and Sections of this Guarantee Agreement unless
      otherwise specified;

            (e)   the words "hereby", "herein", "hereof" and "hereunder" and
      other words of similar import refer to this Guarantee Agreement as a whole
      and not to any particular Article, Section or other subdivision;

            (f)   a reference to the singular includes the plural and vice
      versa; and

            (g)   the masculine, feminine or neuter genders used herein shall
      include the masculine, feminine and neuter genders.

      SECTION 1.2 Definitions.

      As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings:

            "Affiliate" of any specified Person means any other Person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with such specified Person; provided, that the Issuer shall
      not be deemed to be an Affiliate of the Guarantor. For the purposes of
      this definition, "control" when used with respect to any specified Person
      means the power to direct the management and policies of such Person,
      directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms "controlling" and
      "controlled" have meanings correlative to the foregoing.

            "Beneficiaries" means any Person to whom the Issuer is or hereafter
      becomes indebted or liable.

                                       2
<PAGE>

            "Board of Directors" means either the board of directors of the
      Guarantor or any duly authorized committee of that board.

            "Common Securities" means the Series A and Series B Floating Rate
      Common Securities representing common undivided beneficial interests in
      the assets of the Issuer.

            "Debt" means with respect to any Person, whether recourse is to all
      or a portion of the assets of such Person, whether currently existing or
      hereafter incurred, and whether or not contingent and without duplication,
      (i) every obligation of such Person for money borrowed; (ii) every
      obligation of such Person evidenced by bonds, debentures, notes or other
      similar instruments, including obligations incurred in connection with the
      acquisition of property, assets or businesses; (iii) every reimbursement
      obligation of such Person with respect to letters of credit, bankers'
      acceptances or similar facilities issued for the account of such Person;
      (iv) every obligation of such Person issued or assumed as the deferred
      purchase price of property or services (but excluding trade accounts
      payable arising in the ordinary course of business); (v) every capital
      lease obligation of such Person; (vi) all indebtedness of such Person,
      whether incurred on or prior to the date of this Guarantee Agreement or
      thereafter incurred, for claims in respect of derivative products,
      including interest rate, foreign exchange rate and commodity forward
      contracts, options, swaps and similar arrangements; (vii) every obligation
      of the type referred to in clauses (i) through (vi) of another Person and
      all dividends of another Person the payment of which, in either case, such
      Person has guaranteed or is responsible or liable for, directly or
      indirectly, as obligor or otherwise; and (viii) any renewals, extensions,
      refundings, amendments or modifications of any obligation of the type
      referred to in clauses (i) through (vii).

            "Event of Default" means a default by the Guarantor on any of its
      payment or other obligations under this Guarantee Agreement; provided,
      that except with respect to a default in payment of any Guarantee
      Payments, the Guarantor shall have received notice of default from the
      Guarantee Trustee and shall not have cured such default within thirty (30)
      days after receipt of such notice.

            "Guarantee Payments" means the following payments or distributions,
      without duplication, with respect to each series of Preferred Securities,
      to the extent not paid or made by or on behalf of the Issuer: (i) any
      accumulated and unpaid Distributions (as defined in the Trust Agreement)
      required to be paid on a given series of Preferred Securities, to the
      extent the Issuer shall have funds on hand available therefor at such
      time, (ii) the Redemption Price (as defined in the Trust Agreement) with
      respect to a given series of Preferred Securities to the extent the Issuer
      shall have funds on hand available therefor at such time, and (iii) upon a
      voluntary or involuntary termination, winding up or liquidation of the
      Issuer, unless Notes are distributed to the Holders, the lesser of (a) the
      aggregate of the Liquidation Amount of $1,000 per Preferred Security plus
      accumulated and

                                       3
<PAGE>

      unpaid Distributions on each series of Preferred Securities to the date of
      payment, to the extent that the Issuer shall have funds available therefor
      at such time and (b) the amount of assets of the Issuer remaining
      available for distribution to Holders in liquidation of the Issuer after
      satisfaction of liabilities to creditors of the Issuer in accordance with
      applicable law (in either case, the "Liquidation Distribution").

            "Guarantee Trustee" means Wilmington Trust Company, until a
      Successor Guarantee Trustee, as defined below, has been appointed and has
      accepted such appointment pursuant to the terms of this Guarantee
      Agreement, and thereafter means each such Successor Guarantee Trustee.

            "Holder" means any holder, as registered on the books and records of
      the Issuer, of any Preferred Securities; provided, that, in determining
      whether the holders of the requisite percentage of Preferred Securities
      have given any request, notice, consent or waiver hereunder, "Holder"
      shall not include the Guarantor, the Guarantee Trustee or any Affiliate of
      the Guarantor or the Guarantee Trustee.

            "Indenture" means the Junior Subordinated Indenture, dated as of the
      date hereof, as supplemented and amended, between the Guarantor and
      Wilmington Trust Company, as trustee.

            "List of Holders" has the meaning specified in Section 2.1.

            "Majority in Liquidation Amount of the Preferred Securities" means a
      vote by the Holder(s) of a given series, voting separately as a class, of
      more than fifty percent (50%) of the aggregate Liquidation Amount of all
      then outstanding Preferred Securities in that series.

            "Obligations" means any costs, expenses or liabilities (but not
      including liabilities related to taxes) of the Issuer, other than
      obligations of the Issuer to pay to holders of a given series of Preferred
      Securities the amounts due such holders pursuant to the terms of such
      Preferred Securities.

            "Officers' Certificate" means, with respect to any Person, a
      certificate signed by the Chief Executive Officer, Chief Financial
      Officer, President or a Vice President of such Person, and by the
      Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary
      of such Person, and delivered to the Guarantee Trustee. Any Officers'
      Certificate delivered with respect to compliance with a condition or
      covenant provided for in this Guarantee Agreement (other than the
      certificate provided pursuant to Section 2.4) shall include:

            (a)   a statement that each officer signing the Officers'
      Certificate has read the covenant or condition and the definitions
      relating thereto;

            (b)   a brief statement of the nature and scope of the examination
      or investigation undertaken by each officer in rendering the Officers'
      Certificate;

                                       4
<PAGE>

            (c)   a statement that each officer has made such examination or
      investigation as, in such officer's opinion, is necessary to enable such
      officer to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

            (d)   a statement as to whether, in the opinion of each officer,
      such condition or covenant has been complied with.

            "Person" means a legal person, including any individual,
      corporation, estate, partnership, joint venture, association, joint stock
      company, limited liability company, trust, unincorporated association,
      government or any agency or political subdivision thereof or any other
      entity of whatever nature.

            "Responsible Officer" means, with respect to the Guarantee Trustee,
      any Senior Vice President, any Vice President, any Assistant Vice
      President, the Secretary, any Assistant Secretary, the Treasurer, any
      Assistant Treasurer, any Financial Services Officer or Assistant Financial
      Services Officer or any other officer of the Corporate Trust Department of
      the Guarantee Trustee and also means, with respect to a particular
      corporate trust matter, any other officer to whom such matter is referred
      because of that officer's knowledge of and familiarity with the particular
      subject.

            "Senior Debt" means the principal of and any premium and interest on
      (including interest accruing on or after the filing of any petition in
      bankruptcy or for reorganization relating to the Guarantor whether or not
      such claim for post-petition interest is allowed in such proceeding) all
      Debt of the Guarantor, whether incurred on or prior to the date of the
      Indenture or thereafter incurred, unless it is provided in the instrument
      creating or evidencing the same or pursuant to which the same is
      outstanding, that such obligations are not superior in right of payment to
      the Preferred Securities; provided, however, that if the Guarantor is
      subject to the regulation and supervision of an "appropriate Federal
      banking agency" within the meaning of 12 U.S.C. 1813(q), the Guarantor
      shall have received the approval of such appropriate Federal banking
      agency prior to issuing any such obligation if not otherwise generally
      approved; provided further, that Senior Debt shall not include any other
      debt securities, and guarantees in respect of such debt securities, issued
      to any trust other than the Issuer (or a trustee of such trust),
      partnership or other entity affiliated with the Guarantor that is a
      financing vehicle of the Guarantor (a "financing entity"), in connection
      with the issuance by such financing entity of equity securities or other
      securities that are treated as equity capital for regulatory capital
      purposes guaranteed by the Guarantor pursuant to an instrument that ranks
      pari passu with or junior in right of payment to this Guarantee Agreement,
      including, without limitation, securities issued by MBWM Capital Trust I.

            "Successor Guarantee Trustee" means a successor Guarantee Trustee
      possessing the qualifications to act as Guarantee Trustee under Section
      4.1.

                                       5
<PAGE>

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
      amended and as in effect on the date of this Guarantee Agreement.

Capitalized or otherwise defined terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Trust Agreement as in
effect on the date hereof.

                                   ARTICLE II

                                     REPORTS

      SECTION 2.1 List of Holders.

      The Guarantor shall furnish or cause to be furnished to the Guarantee
Trustee at such times as the Guarantee Trustee may request in writing, within
thirty (30) days after the receipt by the Guarantor of any such request, a list,
in such form as the Guarantee Trustee may reasonably require, of the names and
addresses of the Holders (the "List of Holders") as of a date not more than
fifteen (15) days prior to the time such list is furnished, in each case to the
extent such information is in the possession or control of the Guarantor and is
not identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

      SECTION 2.2 Periodic Reports to the Guarantee Trustee.

      The Guarantor shall deliver to the Guarantee Trustee, within one hundred
and twenty (120) days after the end of each fiscal year of the Guarantor ending
after the date of this Guarantee Agreement, an Officers' Certificate covering
the preceding fiscal year, stating whether or not to the knowledge of the
signers thereof the Guarantor is in default in the performance or observance of
any of the terms or provisions or any of the conditions of this Guarantee
Agreement (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Guarantor shall be in default thereof,
specifying all such defaults and the nature and status thereof of which they
have knowledge.

      SECTION 2.3 Event of Default; Waiver.

      The Holders of a Majority in Liquidation Amount of the Preferred
Securities may, on behalf of the Holders of the applicable series of Preferred
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default with respect to that series shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Guarantee Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent therefrom.

                                       6
<PAGE>

      SECTION 2.4 Event of Default; Notice.

            (a)   The Guarantee Trustee shall, within ninety (90) days after the
      occurrence of a default, transmit to the Holders of any affected series of
      Preferred Securities notices of all defaults actually known to the
      Guarantee Trustee, unless such defaults have been cured or waived before
      the giving of such notice, provided, that, except in the case of a default
      in the payment of a Guarantee Payment, the Guarantee Trustee shall be
      protected in withholding such notice if and so long as the Board of
      Directors, the executive committee or a trust committee of directors
      and/or Responsible Officers of the Guarantee Trustee in good faith
      determine that the withholding of such notice is in the interests of the
      Holders. For the purpose of this Section 2.4, the term "default" means any
      event that is, or after notice or lapse of time or both would become, an
      Event of Default.

            (b)   The Guarantee Trustee shall not be deemed to have knowledge of
      any Event of Default unless the Guarantee Trustee shall have received
      written notice, or a Responsible Officer charged with the administration
      of this Guarantee Agreement shall have obtained written notice, of such
      Event of Default from the Guarantor or a Holder.

                                   ARTICLE III

               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

            SECTION 3.1 Powers and Duties of the Guarantee Trustee.

            (a)   This Guarantee Agreement shall be held by the Guarantee
      Trustee for the benefit of the Holders, and the Guarantee Trustee shall
      not transfer this Guarantee Agreement to any Person except a Holder
      exercising its rights pursuant to Section 5.4(d) or to a Successor
      Guarantee Trustee upon acceptance by such Successor Guarantee Trustee of
      its appointment to act as Successor Guarantee Trustee. The right, title
      and interest of the Guarantee Trustee shall automatically vest in any
      Successor Guarantee Trustee, upon acceptance by such Successor Guarantee
      Trustee of its appointment hereunder, and such vesting and cessation of
      title shall be effective whether or not conveyancing documents have been
      executed and delivered pursuant to the appointment of such Successor
      Guarantee Trustee.

            (b)   The rights, immunities, duties and responsibilities of the
      Guarantee Trustee shall be as provided by this Guarantee Agreement and
      there shall be no other duties or obligations, express or implied, of the
      Guarantee Trustee. Notwithstanding the foregoing, no provisions of this
      Guarantee Agreement shall require the Guarantee Trustee to expend or risk
      its own funds or otherwise incur any financial liability in the
      performance of any of its duties hereunder, or in the exercise of any of
      its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it. Whether or not herein expressly
      so

                                       7
<PAGE>

      provided, every provision of this Guarantee Agreement relating to the
      conduct or affecting the liability of or affording protection to the
      Guarantee Trustee shall be subject to the provisions of this Section 3.1.
      To the extent that, at law or in equity, the Guarantee Trustee has duties
      and liabilities relating to the Guarantor or the Holders, the Guarantee
      Trustee shall not be liable to any Holder for the Guarantee Trustee's good
      faith reliance on the provisions of this Guarantee Agreement. The
      provisions of this Guarantee Agreement, to the extent that they restrict
      the duties and liabilities of the Guarantee Trustee otherwise existing at
      law or in equity, are agreed by the Guarantor and the Holders to replace
      such other duties and liabilities of the Guarantee Trustee.

            (c)   No provision of this Guarantee Agreement shall be construed to
      relieve the Guarantee Trustee from liability for its own negligent action,
      negligent failure to act or own willful misconduct, except that:

                  (i)    the Guarantee Trustee shall not be liable for any error
            of judgment made in good faith by a Responsible Officer of the
            Guarantee Trustee, unless it shall be proved that the Guarantee
            Trustee was negligent in ascertaining the pertinent facts upon which
            such judgment was made; and

                  (ii)   the Guarantee Trustee shall not be liable with respect
            to any action taken or omitted to be taken by it in good faith in
            accordance with the direction of the Holders of not less than a
            Majority in Liquidation Amount of the Preferred Securities relating
            to the time, method and place of conducting any proceeding for any
            remedy available to the Guarantee Trustee, or exercising any trust
            or power conferred upon the Guarantee Trustee under this Guarantee
            Agreement.

      SECTION 3.2 Certain Rights of the Guarantee Trustee.

            (a)   Subject to the provisions of Section 3.1:

                  (i)    the Guarantee Trustee may conclusively rely and shall
            be fully protected in acting or refraining from acting in good faith
            and in accordance with the terms hereof upon any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, direction, consent, order, bond, debenture, note, other
            evidence of indebtedness or other paper or document reasonably
            believed by it to be genuine and to have been signed, sent or
            presented by the proper party or parties;

                  (ii)   any direction or act of the Guarantor contemplated by
            this Guarantee Agreement shall be sufficiently evidenced by an
            Officers' Certificate unless otherwise prescribed herein;

                  (iii)  the Guarantee Trustee may consult with counsel, and the
            advice of such counsel shall be full and complete authorization and

                                       8
<PAGE>

            protection in respect of any action taken, suffered or omitted to be
            taken by it hereunder in good faith and in reliance thereon and in
            accordance with such advice. Such counsel may be counsel to the
            Guarantee Trustee, the Guarantor or any of its Affiliates and may be
            one of its employees. The Guarantee Trustee shall have the right at
            any time to seek instructions concerning the administration of this
            Guarantee Agreement from any court of competent jurisdiction;

                  (iv)   the Guarantee Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Guarantee
            Agreement at the request or direction of any Holder, unless such
            Holder shall have provided to the Guarantee Trustee reasonable
            security or indemnity against the costs, expenses (including
            reasonable attorneys' fees and expenses) and liabilities that might
            be incurred by it in complying with such request or direction,
            including such reasonable advances as may be requested by the
            Guarantee Trustee; provided, that, nothing contained in this Section
            3.2(a)(iv) shall be taken to relieve the Guarantee Trustee, upon the
            occurrence of an Event of Default, of its obligation to exercise the
            rights and powers vested in it by this Guarantee Agreement;

                  (v)    the Guarantee Trustee shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, direction, consent, order, bond, debenture, note, other
            evidence of indebtedness or other paper or document, but the
            Guarantee Trustee, in its discretion, may make such further inquiry
            or investigation into such facts or matters as it may see fit, and
            if the Guarantee Trustee shall determine to make such inquiry or
            investigation, it shall be entitled to examine the books, records
            and premises of the Guarantor, personally or by agent or attorney;

                  (vi)   the Guarantee Trustee may execute any of the trusts or
            powers hereunder or perform any duties hereunder either directly or
            by or through its agents, attorneys, custodians or nominees and the
            Guarantee Trustee shall not be responsible for any misconduct or
            negligence on the part of any such agent, attorney, custodian or
            nominee appointed with due care by it hereunder;

                  (vii)  whenever in the administration of this Guarantee
            Agreement the Guarantee Trustee shall deem it desirable to receive
            instructions with respect to enforcing any remedy or right
            hereunder, the Guarantee Trustee (A) may request instructions from
            the Holders of a Majority in Liquidation Amount of the Preferred
            Securities, (B) may refrain from enforcing such remedy or right or
            taking such other action until such instructions are received and
            (C) shall be protected in acting in accordance with such
            instructions;

                                       9
<PAGE>

                  (viii) except as otherwise expressly provided by this
            Guarantee Agreement, the Guarantee Trustee shall not be under any
            obligation to take any action that is discretionary under the
            provisions of this Guarantee Agreement; and

                  (ix)   whenever, in the administration of this Guarantee
            Agreement, the Guarantee Trustee shall deem it desirable that a
            matter be proved or established before taking, suffering or omitting
            to take any action hereunder, the Guarantee Trustee (unless other
            evidence is herein specifically prescribed) may, in the absence of
            bad faith on its part, request and rely upon an Officers'
            Certificate which, upon receipt of such request from the Guarantee
            Trustee, shall be promptly delivered by the Guarantor.

            (b)   No provision of this Guarantee Agreement shall be deemed to
      impose any duty or obligation on the Guarantee Trustee to perform any act
      or acts or exercise any right, power, duty or obligation conferred or
      imposed on it in any jurisdiction in which it shall be illegal, or in
      which the Guarantee Trustee shall be unqualified or incompetent in
      accordance with applicable law, to perform any such act or acts or to
      exercise any such right, power, duty or obligation. No permissive power or
      authority available to the Guarantee Trustee shall be construed to be a
      duty to act in accordance with such power and authority.

      SECTION 3.3 Compensation.

      The Guarantor agrees to pay to the Guarantee Trustee from time to time
reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provisions of law in regard to the
compensation of a trustee of an express trust) and to reimburse the Guarantee
Trustee upon request for all reasonable expenses, disbursements and advances
(including the reasonable fees and expenses of its attorneys and agents)
incurred or made by the Guarantee Trustee in accordance with any provisions of
this Guarantee Agreement.

      SECTION 3.4 Indemnity.

      The Guarantor agrees to indemnify and hold harmless the Guarantee Trustee
and any of its Affiliates and any of their officers, directors, shareholders,
employees, representatives or agents from and against any loss, damage,
liability, tax (other than income, franchise or other taxes imposed on amounts
paid pursuant to Section 3.3), penalty, expense or other claim of any kind or
nature whatsoever incurred without negligence, bad faith or willful misconduct
on the part of the Guarantee Trustee, any of its Affiliates, or any of their
officers, directors, shareholders, employees, representatives or agents arising
out of or in connection with the acceptance or administration of this Guarantee
Agreement, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The Guarantee Trustee will not claim or exact any
lien or charge on any Guarantee Payments as a result of any amount due to it
under this Guarantee

                                       10
<PAGE>

Agreement. This indemnity shall survive the termination of this Agreement or the
resignation or removal of the Guarantee Trustee.

      In no event shall the Guarantee Trustee be liable for any indirect,
special, punitive or consequential loss or damage of any kind whatsoever,
including, but not limited to, lost profits, even if the Guarantee Trustee has
been advised of the likelihood of such loss or damage and regardless of the form
of action.

      In no event shall the Guarantee Trustee be liable for any failure or delay
in the performance of its obligations hereunder because of circumstances beyond
its control, including, but not limited to, acts of God, flood, war (declared or
undeclared), terrorism, fire, riot, embargo or government action, including any
laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this
Guarantee Agreement.

      SECTION 3.5 Securities.

      The Guarantee Trustee or any other agent of the Guarantee Trustee, in its
individual or any other capacity, may become the owner or pledgee of Common or
Preferred Securities.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

      SECTION 4.1 Guarantee Trustee; Eligibility.

            (a)   There shall at all times be a Guarantee Trustee which shall:

                  (i)    not be an Affiliate of the Guarantor; and

                  (ii)   be a corporation organized and doing business under the
            laws of the United States or of any State thereof, authorized to
            exercise corporate trust powers, having a combined capital and
            surplus of at least fifty million dollars ($50,000,000), subject to
            supervision or examination by Federal or State authority and having
            an office within the United States. If such corporation publishes
            reports of condition at least annually, pursuant to law or to the
            requirements of such supervising or examining authority, then, for
            the purposes of this Section 4.1, the combined capital and surplus
            of such corporation shall be deemed to be its combined capital and
            surplus as set forth in its most recent report of condition so
            published.

            (b)   If at any time the Guarantee Trustee shall cease to be
      eligible to so act under Section 4.1(a), the Guarantee Trustee shall
      immediately resign in the manner and with the effect set out in Section
      4.2(c).

            (c)   If the Guarantee Trustee has or shall acquire any "conflicting
      interest" within the meaning of Section 310(b) of the Trust Indenture Act,
      the

                                       11
<PAGE>

      Guarantee Trustee shall either eliminate such interest or resign in the
      manner and with the effect set out in Section 4.2(c).

      SECTION 4.2 Appointment, Removal and Resignation of the Guarantee Trustee.

            (a)   Subject to Section 4.2(b), the Guarantee Trustee may be
      appointed or removed without cause at any time by the Guarantor, except
      during an Event of Default.

            (b)   The Guarantee Trustee shall not be removed until a Successor
      Guarantee Trustee has been appointed and has accepted such appointment by
      written instrument executed by such Successor Guarantee Trustee and
      delivered to the Guarantor.

            (c)   The Guarantee Trustee appointed hereunder shall hold office
      until a Successor Guarantee Trustee shall have been appointed or until its
      removal or resignation. The Guarantee Trustee may resign from office
      (without need for prior or subsequent accounting) by an instrument in
      writing executed by the Guarantee Trustee and delivered to the Guarantor,
      which resignation shall not take effect until a Successor Guarantee
      Trustee has been appointed and has accepted such appointment by instrument
      in writing executed by such Successor Guarantee Trustee and delivered to
      the Guarantor and the resigning Guarantee Trustee.

            (d)   If no Successor Guarantee Trustee shall have been appointed
      and accepted appointment as provided in this Section 4.2 within thirty
      (30) days after delivery to the Guarantor of an instrument of resignation,
      the resigning Guarantee Trustee may petition, at the expense of the
      Guarantor, any court of competent jurisdiction for appointment of a
      Successor Guarantee Trustee. Such court may thereupon, after prescribing
      such notice, if any, as it may deem proper, appoint a Successor Guarantee
      Trustee.

                                    ARTICLE V

                                    GUARANTEE

      SECTION 5.1 Guarantee.

            (a)   The Guarantor irrevocably and unconditionally agrees to pay in
      full to the Holders the Guarantee Payments (without duplication of amounts
      theretofore paid by or on behalf of the Issuer), as and when due,
      regardless of any defense (except for the defense of payment by the
      Issuer), right of set-off or counterclaim which the Issuer may have or
      assert. The Guarantor's obligation to make a Guarantee Payment may be
      satisfied by direct payment of the required amounts by the Guarantor to
      the Holders or by causing the Issuer to pay such amounts to the Holders.
      The Guarantor shall give prompt written notice to the

                                       12
<PAGE>

      Guarantee Trustee in the event it makes any direct payment to the Holders
      hereunder.

            (b)   The Guarantor hereby also agrees to assume any and all
      Obligations of the Issuer, and, in the event any such Obligation is not so
      assumed, subject to the terms and conditions hereof, the Guarantor hereby
      irrevocably and unconditionally guarantees to each Beneficiary the full
      payment, when and as due, of any and all Obligations to such
      Beneficiaries. This Guarantee is intended to be for the Beneficiaries who
      have received notice hereof.

      SECTION 5.2 Waiver of Notice and Demand.

      The Guarantor hereby waives notice of acceptance of the Guarantee
Agreement and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the
Guarantee Trustee, Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

      SECTION 5.3 Obligations Not Affected.

      The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

            (a)   the release or waiver, by operation of law or otherwise, of
      the performance or observance by the Issuer of any express or implied
      agreement, covenant, term or condition relating to the Preferred
      Securities to be performed or observed by the Issuer;

            (b)   the extension of time for the payment by the Issuer of all or
      any portion of the Distributions (other than an extension of time for
      payment of Distributions that results from the extension of any interest
      payment period on the Notes as provided in the Indenture), Redemption
      Price, Liquidation Distribution or any other sums payable under the terms
      of a given series of Preferred Securities or the extension of time for the
      performance of any other obligation under, arising out of, or in
      connection with, such Preferred Securities;

            (c)   any failure, omission, delay or lack of diligence on the part
      of the Holders to enforce, assert or exercise any right, privilege, power
      or remedy conferred on the Holders pursuant to the terms of a given series
      of Preferred Securities, or any action on the part of the Issuer granting
      indulgence or extension of any kind;

            (d)   the voluntary or involuntary liquidation, dissolution, sale of
      any collateral, receivership, insolvency, bankruptcy, assignment for the
      benefit of creditors, reorganization, arrangement, composition or
      readjustment of debt of, or other similar proceedings affecting, the
      Issuer or any of the assets of the Issuer;

                                       13
<PAGE>

            (e)   any invalidity of, or defect or deficiency in, a given series
      of Preferred Securities;

            (f)   the settlement or compromise of any obligation guaranteed
      hereby or hereby incurred; or

            (g)   any other circumstance whatsoever that might otherwise
      constitute a legal or equitable discharge or defense of a guarantor, it
      being the intent of this Section 5.3 that the obligations of the Guarantor
      hereunder shall be absolute and unconditional under any and all
      circumstances.

      There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

      SECTION 5.4 Rights of Holders.

      The Guarantor expressly acknowledges that: (a) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (c) the Holders of a Majority in Liquidation
Amount of the Preferred Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of this Guarantee Agreement or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any
Holder may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Guarantee Agreement, without first instituting a
legal proceeding against the Guarantee Trustee, the Issuer or any other Person.

      SECTION 5.5 Guarantee of Payment.

      This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Notes to Holders as provided in the Trust
Agreement.

      SECTION 5.6 Subrogation.

      The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, that, the Guarantor
shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights it may acquire by way of subrogation
or any indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Guarantee Agreement, if, at the time of any such payment, any
amounts are due and unpaid under this Guarantee Agreement. If any amount shall
be paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders in accordance with the terms of this Guarantee Agreement.

                                       14
<PAGE>

      SECTION 5.7 Independent Obligations.

      The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Preferred Securities and
that the Guarantor shall be liable as principal and as debtor hereunder to make
Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3.

      SECTION 5.8 Enforcement.

      A Beneficiary may enforce the Obligations of the Guarantor contained in
Section 5.1(b) directly against the Guarantor, and the Guarantor waives any
right or remedy to require that any action be brought against the Issuer or any
other person or entity before proceeding against the Guarantor.

                                   ARTICLE VI

                           COVENANTS AND SUBORDINATION

      SECTION 6.1 Dividends, Distributions and Payments.

      So long as any Preferred Securities remain outstanding, if there shall
have occurred and be continuing an Event of Default or the Guarantor shall have
entered into an Extension Period as provided for in the Indenture and such
period, or any extension thereof, shall have commenced and be continuing, then
the Guarantor may not (a) declare or pay any dividends or distributions on, or
redeem, purchase, acquire or make liquidation payment with respect to, any of
the Guarantor's capital stock or (b) make any payment of principal of or any
interest or premium on or repay, repurchase or redeem any debt securities of the
Guarantor that rank pari passu in all respects with or junior in interest to the
Preferred Securities (other than (i) repurchases, redemptions or other
acquisitions of shares of capital stock of the Guarantor in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Guarantor (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the occurrence of such Event of
Default or the applicable Extension Period, (ii) as a result of an exchange or
conversion of any class or series of the Guarantor's capital stock (or any
capital stock of a subsidiary of the Guarantor) for any class or series of the
Guarantor's capital stock or any class of series of the Guarantor's indebtedness
for any class or series of the Guarantor's capital stock, (iii) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversions or exchange provisions of such capital stock or the security being
converted or exchanged, (iv) any declaration of a

                                       15
<PAGE>

dividend in connection with any rights plan, the issuance of rights, stock or
other property under any rights plan or the redemption or repurchase of rights
pursuant thereto, or (v) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

      SECTION 6.2 Subordination.

      The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all Senior Debt of the Guarantor.

      SECTION 6.3 Pari Passu Guarantees.

            (a)   The obligations of the Guarantor under this Guarantee
      Agreement shall rank pari passu with the obligations of the Guarantor
      under any similar guarantee agreements issued by the Guarantor with
      respect to preferred securities (if any) similar to the Preferred
      Securities, issued by trusts other than the Issuer established or to be
      established by the Guarantor (if any), in each case similar to the Issuer,
      including, without limitation, the Guarantee Agreement, dated September
      17, 1999, issued by the Guarantor with respect to the preferred securities
      issued by MBWM Capital Trust I.

            (b)   The right of the Guarantor to participate in any distribution
      of assets of any of its subsidiaries upon any such subsidiary's
      liquidation or reorganization or otherwise is subject to the prior claims
      of creditors of that subsidiary, except to the extent the Guarantor may
      itself be recognized as a creditor of that subsidiary. Accordingly, the
      Guarantor's obligations under this Guarantee will be effectively
      subordinated to all existing and future liabilities of the Guarantor's
      subsidiaries, and claimants should look only to the assets of the
      Guarantor for payments thereunder. This Guarantee does not limit the
      incurrence or issuance of other secured or unsecured debt of the
      Guarantor, including Senior Debt of the Guarantor, under any indenture or
      agreement that the Guarantor may enter into in the future or otherwise.

                                   ARTICLE VII

                                   TERMINATION

      SECTION 7.1 Termination.

      This Guarantee Agreement shall terminate and be of no further force and
effect upon (a) full payment of the Redemption Price of all Preferred
Securities, (b) the distribution of Notes to the Holders in exchange for all of
the Preferred Securities or (c) full payment of the amounts payable in
accordance with the Trust Agreement upon liquidation of the Issuer.
Notwithstanding the foregoing, this Guarantee Agreement will

                                       16
<PAGE>

continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid with respect to Preferred
Securities or this Guarantee Agreement. The obligations of the Guarantor under
Sections 3.3 and 3.4 shall survive any such termination or the resignation and
removal of the Guarantee Trustee.

                                  ARTICLE VIII

                                  MISCELLANEOUS

      SECTION 8.1 Successors and Assigns.

      All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Preferred
Securities then outstanding. Except in connection with a consolidation, merger
or sale involving the Guarantor that is permitted under Article VIII of the
Indenture and pursuant to which the successor or assignee agrees in writing to
perform the Guarantor's obligations hereunder, the Guarantor shall not assign
its rights or delegate its obligations hereunder without the prior approval of
the Holders of a Majority in Liquidation Amount of all of the Preferred
Securities, voting together as a single class.

      SECTION 8.2 Amendments.

      Except with respect to any changes that do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended with the prior
approval of the Guarantor, the Guarantee Trustee and the Holders of not less
than a Majority in Liquidation Amount of all of the Preferred Securities, voting
together as a single class. The provisions of Article VI of the Trust Agreement
concerning meetings or consents of the Holders shall apply to the giving of such
approval.

      SECTION 8.3 Notices.

      Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

            (a)   if given to the Guarantor, to the address or facsimile number
      set forth below or such other address, facsimile number or to the
      attention of such other Person as the Guarantor may give notice to the
      Guarantee Trustee and the Holders:

                  Mercantile Bank Corporation
                  5650 Byron Center Avenue SW
                  Wyoming, Michigan  49509
                  Facsimile No.: (616) 406-3701
                  Attention: Chief Executive Officer

                                       17
<PAGE>

            (b)   if given to the Issuer, at the Issuer's address or facsimile
      number set forth below or such other address, facsimile number or to the
      attention of such other Person as the Issuer may give notice to the
      Guarantee Trustee and the Holders:

                  Mercantile Bank Capital Trust I
                  c/o Mercantile Bank Corporation
                  5650 Byron Center Avenue SW
                  Wyoming, Michigan  49509
                  Facsimile No.: (616) 406-3701
                  Attention: Administrative Trustee

            (c)   if given to the Guarantee Trustee, at the address or facsimile
      number set forth below or such other address, facsimile number or to the
      attention of such other Person as the Guarantee Trustee may give notice to
      the Guarantor and the Holders:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market St.
                  Wilmington, Delaware 19890-1600
                  Facsimile No.: (302) 636-4140
                  Attention: Corporate Trust Administration

            (d)   if given to any Holder, at the address set forth on the books
      and records of the Issuer.

      All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

      SECTION 8.4 Benefit.

      This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Preferred Securities.

      SECTION 8.5 Governing Law.

      THIS GUARANTEE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH PARTY
HERETO, SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

      SECTION 8.6 Submission to Jurisdiction.

                                       18
<PAGE>

      ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH
RESPECT TO OR ARISING OUT OF THIS GUARANTEE AGREEMENT MAY BE BROUGHT IN OR
REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW
YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK
(IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF
THIS GUARANTEE AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR
IN CONNECTION WITH THIS GUARANTEE AGREEMENT.

      SECTION 8.7 Counterparts.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]

                                       19
<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Guarantee Agreement
as of the date first above written.

                                    MERCANTILE BANK CORPORATION

                                    By:   /S/ GERALD R. JOHNSON, JR
                                        ----------------------------------------
                                        Gerald R. Johnson, Jr.
                                        Chairman and Chief Executive Officer

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity, but solely as
                                    Guarantee Trustee

                                    By:   /S/ W. THOMAS MORRIS, II
                                        ----------------------------------------
                                        Name: W. Thomas Morris, II
                                        Title: Senior Financial Services Officer


                                        1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>k90454exv99w1.txt
<DESCRIPTION>PRESS RELEASE OF MERCANTILE DATED DECEMBER 10, 2004
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                     [MERCANTILE(R) BANK CORPORATION LOGO]

CONTACT INFORMATION:

AT MERCANTILE BANK CORPORATION:                      FOR MEDIA:
Gerald R. Johnson, Jr.    Charles Christmas          Linda Margolin
Chairman & CEO            Chief Financial Officer    Margolin & Associates, Inc.
616-406-3700              616-406-3750               216-765-0953
gjohnson@mercbank.com     cchristmas@mercbank.com    lmm@margolinIR.com

MERCANTILE BANK CORPORATION ANNOUNCES COMPLETION OF TRUST PREFERRED TRANSACTION

WYOMING, Mich., December 10 -- Mercantile Bank Corporation (Nasdaq: MBWM)
announced that its Delaware trust subsidiary, Mercantile Bank Capital Trust I,
completed today a private sale of $16,000,000 of Series B Floating Rate
Preferred Securities. The rate on these trust preferred securities is the
3-month LIBOR rate plus a specified percentage. The rate, which adjusts every
three months, is currently 4.64% per annum. The trust preferred securities
mature in thirty years, and can be called without penalty on or after January
18, 2010.

Mercantile expects to use the proceeds from the sale of the trust preferred
securities to increase its capital and for general corporate purposes. This
issuance of trust preferred securities, when added to the $16,000,000 of trust
preferred securities issued by the Trust on September 16, 2004, brings the total
amount of trust preferred securities outstanding to $32,000,000.

The trust preferred securities issued today have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.

About Mercantile Bank Corporation

Mercantile Bank Corporation is the bank holding company for Mercantile Bank of
West Michigan. The Bank's primary service area is the Kent and Ottawa County
area of West Michigan, which includes the City of Grand Rapids, the
second-largest city in the State of Michigan. The Bank provides a wide variety
of commercial banking services primarily to businesses, individuals, and
governmental units through its five full-service offices in greater Grand
Rapids, and its Holland, Michigan, office located thirty miles southwest of
Grand Rapids. Mercantile Bank Corporation's common stock is listed on the Nasdaq
National Market under the symbol "MBWM."

<PAGE>

Forward-Looking Statements

This news release contains comments or information that constitute
forward-looking statements (within the meaning of the Private Securities
Litigation Reform Act of 1995) that are based on current expectations that
involve a number of risks and uncertainties. Actual results may differ
materially from the results expressed in forward-looking statements. Factors
that might cause such a difference include changes in interest rates and
interest rate relationships; demand for products and services; the degree of
competition by traditional and non-traditional competitors; changes in banking
regulation; changes in tax laws; changes in prices, levies, and assessments; the
impact of technological advances; governmental and regulatory policy changes;
the outcomes of contingencies; trends in customer behavior as well as their
ability to repay loans; changes in the national and local economy; changes in
securities markets, and other factors, including risk factors, referred to from
time to time in filings made by Mercantile with the Securities and Exchange
Commission. Mercantile undertakes no obligation to update or clarify
forward-looking statements, whether as a result of new information, future
events or otherwise.


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