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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-05-006811.txt : 20051214
<SEC-HEADER>0000950124-05-006811.hdr.sgml : 20051214
<ACCEPTANCE-DATETIME>20051214115612
ACCESSION NUMBER:		0000950124-05-006811
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051208
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051214
DATE AS OF CHANGE:		20051214

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:		051263055

	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>k00783e8vk.txt
<DESCRIPTION>CURRENT REPORT, DATED DECEMBER 8, 2005
<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 8, 2005

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

                           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)



310 LEONARD STREET NW, GRAND RAPIDS, MICHIGAN                      49504
  (Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code              616-406-3000



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


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


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


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


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



<PAGE>


ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On December 8, 2005, the Board of Directors of Mercantile Bank
Corporation ("Mercantile") approved the acceleration of vesting of stock options
for 32,750 shares of Mercantile common stock under Mercantile's 2004 Employee
Stock Option Plan. The effected options are held by 103 employees, were granted
on November 17, 2005, have an exercise price of $39.56 per share, and expire on
November 16, 2015 unless earlier terminated pursuant to the Plan. The options
originally were to have become exercisable in full on November 17, 2006. As a
result of the Board's action accelerating the vesting of these options, they are
now exercisable in full beginning December 8, 2005. None of the accelerated
options are held by any of the directors or executive officers of Mercantile. A
copy of the form of the Agreement Amending Stock Option Agreement that is being
executed by Mercantile and each employee whose option is being accelerated is
attached to this report as an exhibit.

         Accelerating the vesting of these options will eliminate the future
compensation expense that Mercantile would have otherwise recognized in its
consolidated statements of income with respect to these options when Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 123
(Revised 2004), "Share-Based Payment" ("SFAS 123R") became effective. SFAS 123R
becomes effective for Mercantile on January 1, 2006, and will require that
compensation expense associated with stock options be recognized in Mercantile's
consolidated statements of income, instead of as previously presented, on a
pro-forma basis within a footnote disclosure included in Mercantile's
consolidated financial statements. The future compensation expense that is
eliminated as a result of the acceleration of the vesting of these options is
approximately $400,000. This expense will instead be reflected in the pro forma
footnote disclosure included in the December 31, 2005 consolidated financial
statements. The acceleration of the vesting date of these options will not have
any impact on Mercantile's 2005 consolidated results of operations or financial
condition.



                                       2
<PAGE>



ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.

<TABLE>
<CAPTION>
Exhibit Number                   Description
- --------------                   -----------
<S>                <C>
10.1               Form of Agreement Amending Stock Option Agreement
</TABLE>





                                       3
<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 12, 2005


                                       4
<PAGE>



                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number                              Description
- --------------                              -----------

<S>                        <C>
10.1                       Form of Agreement Amending Stock Option Agreement
</TABLE>






                                       5















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k00783exv10w1.txt
<DESCRIPTION>FORM OF AGREEMENT AMENDING STOCK OPTION AGREEMENT
<TEXT>
<PAGE>


                                                                    Exhibit 10.1

                 AGREEMENT AMENDING STOCK OPTION AGREEMENT DATED
         NOVEMBER 17, 2005 ISSUED UNDER THE MERCANTILE BANK CORPORATION
                         2004 EMPLOYEE STOCK OPTION PLAN

                                                                December 8, 2005

To:      Designated Optionees under the 2004 Employee Stock Option Plan:

         Today, our Board of Directors accelerated the vesting of a substantial
majority of the stock options issued to employees on November 17, 2005 under the
2004 Employee Stock Option Plan. This means that the stock option issued to you
as of November 17, 2005 will become fully exercisable beginning today, instead
of November 17, 2006, which was the date specified in your option agreement.

         Under the Plan, the acceleration of the vesting of your stock option is
an amendment to the stock option agreement signed by you and us as of November
17, 2005, and you have the right to approve any amendment to your stock option
agreement.

         Accordingly, we would like to amend the stock option agreement between
you and us dated as of November 17, 2005 by deleting the date "November 17,
2006" in Section 1 of the stock option agreement, and substituting in its place
the date "December 8, 2005". Please indicate your agreement to this amendment by
signing and returning to us a copy of this agreement, and upon our receipt of
your signed copy of this agreement your stock option agreement will be amended
as of December 8, 2005 as indicated above in this paragraph. All other terms and
conditions of your stock option agreement will remain in effect.

         Please return your signed original of this letter to Lonna Wiersma this
week.

                                       Mercantile Bank Corporation

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

OPTIONEE SIGNATURE:
I approve and agree to the above.

- --------------------------------
          (signature)

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

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

- --------------------------------
 (print name and address above)







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