S-3/A

As filed with the Securities and Exchange Commission on September 4, 2003

Registration No. 333-107814

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mercantile Bank Corporation

(Exact name of registrant as specified in its charter)

Michigan	38-3360865
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

5650 Byron Center Avenue SW

Wyoming, Michigan 49509

(616) 406-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gerald R. Johnson, Jr.

Chairman and Chief Executive Officer

5650 Byron Center Avenue SW

Wyoming, Michigan 49509

(616) 406-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Communications to:

Jerome M. Schwartz
Dickinson Wright PLLC
500 Woodward Avenue
Suite 4000
Detroit, Michigan 48226
(313) 223-3628 Jennifer R. Evans
Vedder, Price, Kaufman & Kammholz, P.C.
222 North LaSalle Street
Suite 2600
Chicago, Illinois 60601
(312) 609-7500

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

      If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

      The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

TABLE OF CONTENTS

Form of Underwriting Agreement

Consent of Crowe Chizek and Company LLC

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated September 4, 2003

PROSPECTUS

1,000,000 Shares

MERCANTILE BANK CORPORATION

Common Stock

We are selling 1,000,000 shares of our common stock. Our common stock is traded on the Nasdaq National Market under the symbol “MBWM.”

          On September 3, 2003, the last sale price of our common stock as reported by the Nasdaq National Market was $33.85 per share.

          You should consider the risks which we have described in the “Risk Factors” beginning on page 8 before buying shares of our common stock.

	Per
	Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to Mercantile Bank Corporation	$	$

          This is a firm commitment underwriting. The underwriters may purchase up to an additional 150,000 shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus, to cover over-allotments.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

          These securities are not savings accounts, deposits or obligations of any bank and are not insured by the Bank Insurance Fund or the Federal Deposit Insurance Corporation or any other governmental agency.

          The underwriters expect to deliver the shares to purchasers on or about                     , 2003.

RAYMOND JAMES

STIFEL, NICOLAUS & COMPANY

Incorporated

OPPENHEIMER

The date of this prospectus is                     , 2003

MERCANTILE BANK CORPORATION LOCATIONS

PROSPECTUS SUMMARY

      This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus. Because this is a summary, it may not contain all of the information that may be important to you. You should read the entire prospectus, our financial statements (including the related notes) and the other information that is incorporated by reference into this prospectus before making a decision to invest in our common stock.

      Unless the text clearly suggests otherwise, references in this prospectus to “us,” “we,” “our,” or “the company” include Mercantile Bank Corporation and its consolidated subsidiaries.

Mercantile Bank Corporation

      We are a single bank holding company headquartered in Wyoming, Michigan, a suburb of Grand Rapids. Grand Rapids is the second largest city in the State of Michigan. Our bank, Mercantile Bank of West Michigan, together with its subsidiaries, provide a wide variety of commercial and retail banking and related services primarily to small-to medium-sized businesses, and to a lesser extent, individuals and governmental units based in and around Grand Rapids from our main office and four additional full-service branches located throughout the Grand Rapids area. We serve primarily the Kent and Ottawa Counties of western Michigan. In addition, we have recently opened a loan production office in Holland, Michigan, a community located thirty miles southwest of Grand Rapids.

      As part of our goal of increasing our fee-based income and strengthening our customer relationships, we have expanded the non-bank financial products and services we provide our customers. In October 2000, we formed Mercantile Bank Mortgage Company, a wholly-owned subsidiary of our bank, to increase the profitability and efficiency of our bank’s mortgage loan function. In 2002, we formed Mercantile BIDCO, Inc., a non-depository Michigan financial institution operating as a Michigan Business and Industrial Development Company, which offers equipment lease financing, asset-based loans, junior debt facilities and other financing arrangements. Also in 2002, we introduced Mercantile Insurance Center, Inc., a wholly-owned subsidiary of our bank, which offers a wide variety of personal and small business insurance products on an agency basis. We also offer investment products and services to our customers through our joint brokerage relationship with Raymond James Financial Services, Inc.

      At June 30, 2003, we had total assets of $1.0 billion, loans of $866 million, deposits of $844 million and shareholders’ equity of $83 million. For the six month period ended June 30, 2003, our total revenues were $28.3 million, our net income was $4.8 million, and our diluted earnings per share were $0.86.

      Our principal executive offices are located at 5650 Byron Center Avenue SW, Wyoming, Michigan 49509. Our telephone number is 616-406-3000 and our website address is www.mercbank.com.

Financial Highlights

      We have grown significantly since our bank opened in December 1997. We posted our first profit in the third quarter of 1998, only nine months after our bank opened. Since inception, management has focused on achieving profitable internal growth while maintaining strong asset quality. Over the past five and a half years, we have achieved significant growth in assets, loans, deposits and earnings per share, as highlighted below:

•  Our total assets have grown from $24 million at December 31, 1997, to $1.0 billion at June 30, 2003.

•  Our total loans have grown from $13 million at December 31, 1997, to $886 million at June 30, 2003.

•  Our total deposits have grown from $10 million at December 31, 1997, to $844 million at June 30, 2003, including $242 million of local deposits at June 30, 2003.

•  Our diluted earnings per share have increased from $(0.50) for the year ended December 31, 1998, to $1.41 for the year ended December 31, 2002. Diluted earnings per share for the first half of 2003 were $0.86.

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•  Our return on average equity was 10.3% for the year ended December 31, 2002, and 11.8%, on an annualized basis, for the first six months of 2003.

•  Our asset quality has remained strong. Our ratio of non-performing loans to total loans was 0.10% at December 31, 2002, and 0.06% at June 30, 2003. Our ratio of net loan charge-offs to average total loans was 0.09% for the year ended December 31, 2002, and 0.05%, on an annualized basis, for the first six months of 2003.

•  Since 1998, our efficiency ratio has improved from 70.9% to 50.8% for the first six months of 2003, while we have added branches. Currently we have five banking offices and one loan production office.

Growth Strategy

      We attribute our growth and profitability to our success in capitalizing on opportunities created by the significant market disruption caused by the consolidation of the financial services firms in our market area that has resulted in the dislocation of customers as well as employees of these firms. We intend to continue to expand our business through internal growth as well as selective geographic expansion, while maintaining our historically low efficiency ratio and strong asset quality. Our strategy for achieving these objectives includes:

•  Continuing our primary focus on commercial and commercial real estate lending to small to medium-sized businesses in and around our existing market area, with a goal of providing superior customer service and maintaining strong asset quality.

•  Seeking to recruit experienced commercial lenders and other banking professionals with significant relationships in and knowledge of our markets.

•  Expanding into selective new markets by establishing new branches or through possible acquisitions of existing branches or institutions.

•  Expanding our product lines and adding additional financial services in order to diversify our revenue base, increase our fee income and strengthen our customer relationships.

•  Seeking to attract new and larger loan relationships as we continue to grow. In particular, we believe we can continue to capitalize on opportunities created by continued market disruption as a result of the consolidation of the financial services firms in our market area.

Operating Strategy

Focus on locally-owned and operated businesses.

      Our lending activities focus primarily on providing local businesses with commercial business loans and loans secured by owner-occupied real estate. Typically, we seek commercial lending relationships with customers borrowing from $250,000 to $5.0 million. Our legal lending limit was approximately $19 million as of June 30, 2003, and this limit accommodates the vast majority of credit opportunities we encounter. If local businesses have credit needs beyond the scope of our lending capacity, we may participate out a portion of the credit with other financial institutions in order to accommodate our customers’ needs. As of June 30, 2003, we had 13 relationships borrowing more than $5.0 million from our bank.

Employing fewer, but highly qualified and productive individuals and focusing on low net overhead ratios.

      Key to our growth and profitability is our management’s extensive experience in providing community banking services and our ability to create a culture committed to both proactive sales and disciplined credit quality. Our practice of employing fewer, but highly qualified and productive individuals at all levels of the organization is key to maintaining a decentralized management structure. These individuals are able to manage large loan portfolios, which increases interest income while controlling personnel costs. Our commercial lending focus allows us to generate larger relationships than a retail focus would allow, which permits us to grow our assets with fewer individuals.

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Operating a limited number of offices with a high asset base per office.

      We currently have five full-service banking offices and one loan production office. We actively solicit local deposits to fund our asset growth. We grew our local deposit base 36.6% in 2002 and 18.1% in the first six months of 2003. However, our loan portfolio has increased faster than our local deposits. Because of this, we acquire out-of-area deposits from across the country to help fund our growth and because they typically are a lower cost of funds than local deposits. We believe that our ability to attract adequate funding with minimal branching allows us to grow at a lower overhead cost. Our efficiency ratio for the first six months of 2003 was 50.8%. We plan to continue using out-of-area deposits because we believe that this large and lower cost source of funds gives us a competitive advantage in our market.

Maintaining strong asset quality.

      Equally important as our growth is our emphasis on the quality of our loan portfolio and the adequacy of our allowance for loan and lease losses. For the fiscal years since our opening, our ratio of annual net loan charge-offs to average loans has not exceeded 0.09%, and for the six-months ended June 30, 2003 our ratio was 0.05%, on an annualized basis. Our ratio of nonperforming loans to total loans was 0.06% at June 30, 2003. In addition to controlling provision for loan and lease loss expense, we believe that strong asset quality results in greater operating performance because it minimizes the time and money spent managing problem assets. At the same time we understand the risks associated with our loan portfolio and maintain a loan loss reserve that we believe is appropriate. At June 30, 2003, our ratio of allowance for loan and lease losses to total loans was 1.40%.

Market Area

      We consider our market area to include the Kent and Ottawa Counties of western Michigan, including the city of Grand Rapids, the second largest city in the state of Michigan, and the city of Holland, Michigan. Kent County, which encompasses most of the Grand Rapids metropolitan area, has a diverse economy based primarily on manufacturing, retail and service businesses. Based on U.S. Census data for 2000, Kent County had approximately 575,000 people and approximately 210,000 households. According to the FDIC, total deposits in Kent County, including those of banks and thrifts, were approximately $7.9 billion at June 30, 2002. The largest city in Ottawa County is Holland, Michigan. Ottawa County has approximately 240,000 people and approximately 80,000 households, according to 2000 U.S. Census data. Total deposits in Ottawa County were approximately $2.9 billion at June 30, 2002, according to the FDIC.

      Our bank’s main office is currently located in downtown Grand Rapids. However, we have plans underway to construct a new facility just north of the center of downtown Grand Rapids which is expected to serve as our bank’s new main office as well as house our loan operations function. Construction of this new office is expected to be completed by mid-2005. Our additional bank branches are strategically located in communities in and around Grand Rapids. We have a combined branch and operations center in Wyoming, Michigan, a southwestern suburb of Grand Rapids, where our administrative headquarters as well as the main offices of the company are located. We also have a branch in Comstock Park, Michigan, a northwestern suburb of Grand Rapids, which also includes a retail loan center, and a branch in Kentwood, Michigan, in the southeastern part of Grand Rapids. In May, 2003, we opened our Knapp’s Corner branch, located in northeastern Grand Rapids, and a loan production office in Holland, Michigan.

Recent Developments

      We experienced approximately $82.2 million of loan growth during the first two months of the third quarter of 2003. During periods of significant loan growth, our earnings may be negatively impacted because growth in net interest income may lag the timing of additions we make to our allowance for loan losses to reflect the growth. Our policies call for additions of approximately $1.1 million to our loan loss reserve levels associated with this growth. This will affect our short-term earnings.

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The Offering

Common stock offered	1,000,000 shares
Common stock to be outstanding upon completion of this offering	6,422,773 shares (1)
Use of proceeds	We intend to use the net proceeds from this offering to increase our capital position in anticipation of future growth, and for other general corporate purposes. Promptly following the completion of this offering, we intend to contribute substantially all of the net proceeds to our bank to increase its capital position.
Cash dividends	We paid our first two cash dividends on our common stock on March 10, 2003 and June 10, 2003, each $0.08 per share. Our next cash dividend is payable in the same amount on September 10, 2003. We currently expect to continue to pay a quarterly cash dividend, although there can be no assurance that we will continue to do so.
Risk factors	See “Risk Factors” beginning on page 8 and other information included or incorporated by reference in this prospectus for a discussion of factors you should consider before deciding to invest in our common stock.
Nasdaq National Market Symbol	MBWM.

(1)  The number of shares outstanding after this offering set forth above does not include 336,093 shares reserved for issuance under our stock option plans, of which options to purchase 247,014 shares at a weighted average price of $12.86 were outstanding at June 30, 2003. If issued, these reserved shares would represent 5.8% of our shares outstanding before the offering, and 5.0% of our outstanding shares after giving effect to the sale of 1,000,000 shares in this offering. In addition, as of June 30, 2003, we had reserved for issuance 249,433 shares under our dividend reinvestment plan and 25,315 shares under our employee stock purchase plan.

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SUMMARY CONSOLIDATED FINANCIAL DATA

      The following table summarizes certain of the consolidated financial information for us and our consolidated subsidiaries. You should read this table in conjunction with our consolidated financial statements and the related notes incorporated by reference into this prospectus. Results for past periods are not necessarily indicative of results that may be expected for any future period.

	As of or For the
	Six Months Ended June 30,				As of or For the Year Ended December 31,
	2003		2002		2002		2001		2000		1999			1998
	(unaudited)
	(In thousands except per share data)
Summary Income Statement Data
Interest income	$	26,108	$	22,679	$	47,632	$	44,619	$	36,835	$	22,767		$	10,168
Interest expense		11,803		11,910		23,978		28,201		24,560		13,330			5,629
Net interest income		14,305		10,769		23,654		16,418		12,275		9,437			4,539
Provision for loan and lease losses		1,470		1,142		3,002		2,370		1,854		1,961			2,572
Noninterest income		2,212		1,130		3,053		1,879		1,192		847			488
Noninterest expense		8,390		6,046		12,781		9,454		7,515		5,888			3,564
Income (loss) before income tax expense and cumulative effect of change in accounting principle		6,657		4,711		10,924		6,473		4,098		2,435			(1,109	)
Income tax expense		1,884		1,391		3,167		1,990		1,303		292			—
Income (loss) before cumulative effect of change in accounting principle		4,773		3,320		7,757		4,483		2,795		2,143			(1,109	)
Cumulative effect of change in accounting principle		—		—		—		—		—		(42	)		—
Net income (loss)	$	4,773	$	3,320	$	7,757	$	4,483	$	2,795	$	2,101		$	(1,109	)
Summary Balance Sheet Data
Total assets	$	1,034,774	$	781,977	$	921,855	$	698,682	$	512,746	$	368,037		$	216,237
Cash and cash equivalents		37,339		16,551		28,117		19,938		18,102		13,650			6,456
Securities		103,817		83,543		96,893		78,818		60,457		41,957			24,160
Loans and leases, net of deferred fees		866,009		667,862		771,554		587,248		429,804		308,006			184,745
Allowance for loan and lease losses		12,158		9,562		10,890		8,494		6,302		4,620			2,765
Bank owned life insurance policies		15,581		4,082		14,876		3,991		—		—			—
Deposits		843,587		644,648		754,113		569,077		425,740		294,829			171,998
Securities sold under agreements to repurchase		39,690		39,636		50,335		36,485		32,151		26,607			17,038
Federal Home Loan Bank advances		45,000		—		15,000		—		—		—			—
Trust preferred securities		16,000		16,000		16,000		16,000		16,000		16,000			—
Shareholders’ equity		83,457		75,024		79,834		71,463		31,854		27,968			26,701

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		As of or For the
		Six Months Ended June 30,						As of or For the Year Ended December 31,
		2003			2002			2002			2001			2000			1999			1998
		(unaudited)
		(In thousands except per share data)
Selected Financial Ratios
Return on average assets(1)			0.99	%		0.90	%		0.97	%		0.74	%		0.63	%		0.71	%		(0.86	)%
Return on average equity(2)			11.81	%		9.16	%		10.30	%		9.05	%		9.48	%		7.70	%		(6.40	)%
Net interest margin(3)			3.24	%		3.22	%		3.19	%		2.89	%		2.90	%		3.30	%		3.61	%
Net interest spread on average assets(3)			3.08	%		3.10	%		3.04	%		2.78	%		2.81	%		3.19	%		3.47	%
Efficiency ratio			50.80	%		50.81	%		47.86	%		51.67	%		55.80	%		57.25	%		70.90	%
Noninterest income to average assets			0.46	%		0.31	%		0.38	%		0.31	%		0.27	%		0.29	%		0.37	%
Noninterest expense to average assets			1.73	%		1.65	%		1.60	%		1.57	%		1.69	%		1.99	%		2.72	%
Nonperforming loans and leases to total loans and leases			0.06	%		0.07	%		0.10	%		0.24	%		0.02	%		0.00	%		0.00	%
Net charge-offs to average total loans and leases			0.05	%		0.02	%		0.09	%		0.04	%		0.05	%		0.04	%		0.00	%
Allowance for loans and leases to total loans and leases			1.40	%		1.43	%		1.41	%		1.45	%		1.47	%		1.50	%		1.50	%
Tier 1 leverage capital			9.85	%		11.87	%		10.72	%		13.00	%		8.59	%		10.88	%		13.83	%
Tier 1 leverage risk-based capital			10.13	%		11.91	%		10.85	%		13.00	%		8.59	%		10.64	%		11.79	%
Total risk-based capital			11.38	%		13.16	%		12.10	%		14.25	%		10.97	%		13.67	%		13.01	%
Average equity to average assets			8.40	%		9.87	%		9.44	%		8.21	%		6.63	%		9.20	%		14.10	%
Per Share Data(4)
Net income (loss):
	Basic before cumulative effect of change in accounting principle	$	0.88		$	0.61		$	1.43		$	1.11		$	0.98		$	0.75		$	(0.50	)
	Diluted before cumulative effect of change in accounting principle		0.86			0.60			1.41			1.10			0.97			0.74			(0.50	)
	Basic		0.88			0.61			1.43			1.11			0.98			0.73			(0.50	)
	Diluted		0.86			0.60			1.41			1.10			0.97			0.72			(0.50	)
Book value at end of period		$	15.39		$	13.88		$	14.77		$	13.22		$	11.10		$	9.77		$	9.33
Cash dividends			0.16			—			—			—			—			—			—

(1)	Net income divided by average total assets.
(2)	Net income divided by average common equity.
(3)	To compute these ratios, we adjust GAAP reported net interest income by the tax equivalent adjustment amount (assuming a 34% tax rate) to account for the tax attributes on federally tax exempt municipal securities. For GAAP purposes, tax benefits associated with federally tax exempt municipal securities are

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recorded as a benefit in income tax expense. The following table reconciles reported net interest income to net interest income on a tax equivalent basis for the periods presented:

	Reconciliation of net interest income to
	net interest income on a tax equivalent basis
	For the
	Six Months Ended
	June 30,				For the Year Ended December 31,
	2003		2002		2002		2001		2000		1999		1998
Net interest income	$	14,305	$	10,769	$	23,654	$	16,418	$	12,275	$	9,437	$	4,539
Tax equivalent adjustment to net interest income		381		287		611		390		239		28		—
Net interest income, tax equivalent basis	$	14,686	$	11,056	$	24,265	$	16,808	$	12,514	$	9,465	$	4,539

(4)  Per share data has been adjusted to reflect the 5% stock dividends paid on February 3, 2003, February 1, 2002 and February 1, 2001.

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RISK FACTORS

      Investing in our common stock involves risks. You should carefully consider the following risk factors before you decide to buy our common stock. You should also consider other information in this prospectus, as well as in the other documents incorporated by reference into this prospectus. If any of these risks actually occur, our business could be adversely affected, the trading price of our common stock could decline, and you could lose all or a part of your investment.

Adverse changes in economic conditions or interest rates may negatively affect our earnings, capital and liquidity.

      The results of operations for financial institutions, including our bank, may be materially and adversely affected by changes in prevailing local and national economic conditions, including declines in real estate market values and the related declines in value of our real estate collateral, rapid increases or decreases in interest rates and changes in the monetary and fiscal policies of the federal government. Our profitability is heavily influenced by the spread between the interest rates we earn on investments and loans and the interest rates we pay on deposits and other interest-bearing liabilities. Substantially all our loans are to businesses and individuals in western Michigan, and any decline in the economy of this area could adversely affect us. Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors that influence market interest rates and our ability to respond to changes in these rates. At any given time, our assets and liabilities will be such that they will be affected differently by a given change in interest rates.

Our credit losses could increase and our allowance for loan and lease losses may not be adequate to cover actual loan losses.

      The risk of nonpayment of loans is inherent in all lending activities, and nonpayment, if it occurs, may have a materially adverse effect on our earnings and overall financial condition as well as the value of our common stock. Our focus on commercial lending may result in a larger concentration of loans to small businesses. As a result, we may assume greater lending risks than other banks. We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for losses based on several factors. If our assumptions are wrong, our allowance for loan and lease losses may not be sufficient to cover our losses, which would have an adverse effect on our operating results. While we have not experienced any significant charge-offs or had large numbers of nonperforming loans, due to the significant increase in loans originated since we began operations, we cannot assure you that we will not experience an increase in delinquencies and losses as these loans continue to mature. The actual amount of future provisions for loan losses cannot be determined at this time and may exceed the amounts of past provisions. Additions to our allowance for loan and lease losses decrease our net income.

We rely heavily on our management and other key personnel, and the loss of any of them may adversely affect our operations.

      We are and will continue to be dependent upon the services of our management team, including Gerald R. Johnson, Jr., our Chairman and Chief Executive Officer, Michael H. Price, our President and Chief Operating Officer, and our other senior managers. The loss of either Mr. Johnson or Mr. Price, or any of our other senior managers, could have an adverse effect on our growth and performance. We have entered into employment contracts with Mr. Johnson and Mr. Price and two other senior managers. The contracts provide for a three year employment period that is extended for an additional year each year unless a notice is given indicating that the contract will not be extended.

      In addition, we will continue to depend on our key commercial loan officers. We have several commercial loan officers who are responsible, or share responsibility, for generating and managing a significant portion of our commercial loan portfolio. Our success can be attributed in large part to the relationships these officers as well as members of our management team have developed and are able to maintain with our customers as we continue to implement our community banking philosophy. The loss of any of these commercial loan officers

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could adversely affect our loan portfolio and performance, and our ability to generate new loans. Many of our key employees have signed agreements with us agreeing not to compete with us in our market for specified time periods if they leave employment with us.

      Some of the other financial institutions in our market also require their key employees to sign agreements that preclude or limit their ability to leave their employment and compete with them or solicit their customers. These agreements make it more difficult for us to hire loan officers with experience in our market who can immediately solicit their former or new customers on our behalf.

Decline in the availability of out-of-area deposits could cause liquidity or interest rate margin concerns, or limit our growth.

      We have utilized and expect to continue to utilize out-of-area or wholesale deposits to support our asset growth. These deposits are generally a lower cost source of funds when compared to the interest rates that we would have to offer in our local market to generate a commensurate level of funds. In addition, the overhead costs associated with wholesale deposits are considerably less than the overhead costs we would incur to administer a similar level of local deposits. A decline in the availability of these wholesale deposits would require us to fund our growth with more costly funding sources, which could reduce our net interest margin, limit our growth, reduce our asset size, or increase our overhead costs.

Future sales of our common stock or other securities may dilute the value of our common stock.

      In many situations, our Board of Directors has the authority, without any vote of our shareholders, to issue shares of our authorized but unissued stock, including shares authorized and unissued under our stock option plans. In the future, we may issue additional securities, through public or private offerings, in order to raise additional capital. Any such issuance would dilute the percentage of ownership interest of existing shareholders and may dilute the per share book value of the common stock. In addition, option holders may exercise their options at a time when we would otherwise be able to obtain additional equity capital on more favorable terms.

      The sale, or availability for sale, of a substantial number of shares of common stock in the public market as a result of or following this offering could adversely affect the price of our common stock and could impair our ability to raise additional capital through the sale of equity securities.

Our growth and expansion may be limited by many factors.

      We have pursued and intend to continue to pursue an internal growth strategy, the success of which will depend primarily on generating an increasing level of loans and deposits at acceptable risk and interest rate levels without commensurate increases in non-interest expenses. There can be no assurance that we will be successful in continuing our growth strategies due to delays and other impediments resulting from regulatory oversight, limited availability of qualified personnel, or unavailability of branch sites. In addition, the success of our growth strategy will depend on maintaining sufficient regulatory capital levels and on adequate economic conditions in our market area.

      In addition, although we have no current plans to do so, we may acquire banks, related businesses or branches of other financial institutions that we believe provide a strategic fit with our business. To the extent that we grow through acquisitions, we cannot assure you that we will be able to adequately or profitably manage this growth. Acquiring other banks, businesses, or branches involves risks commonly associated with acquisitions, including exposure to unknown or contingent liabilities and asset quality issues of banks, businesses, or branches we acquire, difficulty and expense of integrating the operations and personnel, potential disruption to our business including the diversion of management’s time and attention, and the possible loss of key employees and customers of the banks, businesses, or branches we acquire.

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Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.

      We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. We compete for deposits, loans and other financial services with numerous Michigan-based and out-of-state banks, thrifts, credit unions and other financial institutions as well as other entities that provide financial services. Some of the financial institutions and financial service organizations with which we compete are not subject to the same degree of regulation as we are. Most of our competitors have been in business for many years, have established customer bases, are larger, have substantially higher lending limits than we do and offer branch networks and other services which we do not, including, trust and international banking services. Most of these entities have greater capital resources than we do, which, among other things, may allow them to price their services at levels more favorable to the customer and to provide larger credit facilities than we do. This competition may limit our growth or earnings. Under the Gramm-Leach-Bliley Act of 1999, effective March 11, 2000, securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. The Gramm-Leach-Bliley Act affects the competitive environment in which we conduct business. The financial services industry is also likely to become more competitive as further technological advances enable more companies to provide financial services. These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.

We are subject to significant government regulation, and any regulatory changes may adversely affect us.

      The banking industry is heavily regulated under both federal and state law. These regulations are primarily intended to protect customers, not our creditors or shareholders. Existing state and federal banking laws subject us to substantial limitations with respect to the making of loans, the purchase of securities, the payment of dividends and many other aspects of our business. Some of these laws may benefit us, others may increase our costs of doing business, or otherwise adversely affect us and create competitive advantages for others. Regulations affecting banks and financial services companies undergo continuous change, and we cannot predict the ultimate effect of these changes, which could have a material adverse effect on our profitability or financial condition. Federal economic and monetary policy may also affect our ability to attract deposits, make loans and achieve satisfactory interest spreads.

We continually encounter technological change, and we may have fewer resources than our competitors to continue to invest in technological improvements.

      The banking industry is undergoing technological changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, on our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as creating additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. There can be no assurance that we will be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

Our Articles of Incorporation and By-laws and the laws of Michigan contain provisions that may discourage or prevent a takeover of our company and reduce any takeover premium.

      Our Articles of Incorporation and By-laws, and the corporate laws of the State of Michigan, include provisions which are designed to provide our board of directors with time to consider whether a hostile takeover offer is in our and our shareholders’ best interest. These provisions, however, could discourage potential acquisition proposals and could delay or prevent a change in control. The provisions also could diminish the opportunities for a holder of our common stock to participate in tender offers, including tender offers at a price above the then-current market price for our common stock. These provisions could also prevent transactions in which our shareholders might otherwise receive a premium for their shares over

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then-current market prices, and may limit the ability of our shareholders to approve transactions that they may deem to be in their best interests.

      The Michigan Business Corporation Act contains provisions intended to protect shareholders and prohibit or discourage various types of hostile takeover activities. In addition to these provisions and the provisions of our Articles of Incorporation and Bylaws, federal law requires the Federal Reserve Board’s approval prior to acquiring “control” of a bank holding company. All of these provisions may delay or prevent a change in control without action by our shareholders, and could adversely affect the price of our common stock.

There is a limited trading market for our common stock.

      The price of our common stock subject to this offering may be greater than the market price for our common stock following the offering. The price of our common stock has been, and will likely continue to be, subject to fluctuations based on, among other things, economic and market conditions for bank holding companies and the stock market in general, as well as changes in investor perceptions of our company. The issuance of new shares of our common stock also may affect the market for our common stock.

      Our common stock is traded on the Nasdaq National Market under the symbol “MBWM”. The development and maintenance of an active public trading market depends upon the existence of willing buyers and sellers, the presence of which is beyond our control. While we are a publicly-traded company, the volume of trading activity in our stock is still relatively limited. Even if a more active market develops, there can be no assurance that such a market will continue, or that our shareholders will be able to sell their shares at or above the offering price.

      We paid a 5% stock dividend on our common stock in 2001, 2002 and 2003. We have only recently begun paying quarterly cash dividends. While we expect to continue paying cash dividends, there is no assurance that we will continue to do so.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      We make certain forward-looking statements in this prospectus and in the documents incorporated by reference into this prospectus that are based upon our current expectations and projections about current events. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of these safe harbor provisions. You can identify these statements from our use of the words “estimate,” “project,” “believe,” “intend,” “plan,” “anticipate,” “expect” and similar expressions. These forward-looking statements include:

•  statements of our goals, intentions and expectations;

•  statements regarding our business plans and growth strategies;

•  statements regarding the asset quality of our loan and investment portfolios; and

•  estimates of our risks and future costs and benefits.

      These forward-looking statements are subject to significant risks, assumptions and uncertainties, including the factors discussed in the “Risk Factors” section of this prospectus. The forward-looking statements included in this prospectus are made on and as of the date of this prospectus. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform such statements to actual results. Further information concerning us and our business, including additional factors that could materially affect our business and financial results, is included in our filings with the Securities and Exchange Commission.

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USE OF PROCEEDS

      We will receive net proceeds of approximately $           million from the sale of 1,000,000 shares of our common stock in this offering, after deducting the underwriting discount and estimated offering expenses of approximately $215,000 payable by us. If the underwriters’ over-allotment option is exercised in full, our net proceeds will be approximately $           million.

      We intend to use the net proceeds from this offering to increase our capital position in anticipation of future growth, and for other general corporate purposes. Promptly following the completion of this offering, we intend to contribute substantially all of the net proceeds to our bank to increase its capital position.

PRICE RANGE OF COMMON STOCK

      Our common stock is traded on the Nasdaq National Market under the symbol “MBWM.” At September 3, 2003, there were 221 record holders of our common stock. In addition, we estimate that there were approximately 3,000 beneficial owners of our common stock who own their shares through brokers or banks.

      The following table shows the high and low bid prices for our common stock as reported by the Nasdaq National Market for the periods indicated, and the quarterly cash dividends paid by us during those periods. The prices do not include retail mark-up, mark-down or commission, but have been adjusted for the 5% stock dividends paid on February 3, 2003, February 1, 2002 and February 1, 2001.

	High		Low		Dividend
2001
First Quarter	$	14.51	$	10.43	$	—
Second Quarter		15.92		13.39		—
Third Quarter		17.51		13.62		—
Fourth Quarter		16.19		14.52		—
2002
First Quarter	$	19.52	$	16.86	$	—
Second Quarter		22.02		18.57		—
Third Quarter		21.14		16.10		—
Fourth Quarter		22.76		17.86		—
2003
First Quarter	$	26.65	$	21.87	$	0.08
Second Quarter		28.82		23.85		0.08
Third Quarter (through September 3)		34.31		28.05		—

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DIVIDEND POLICY

      Holders of our common stock are entitled to receive dividends that the Board of Directors may declare from time to time. We may only pay dividends out of funds that are legally available for that purpose. We are a holding company and substantially all of our assets are held by our subsidiaries. Our ability to pay dividends to our shareholders depends primarily on our bank’s ability to pay dividends to us. Dividend payments and extensions of credit to us from our bank are subject to legal and regulatory limitations, generally based on capital levels and current and retained earnings imposed by law and regulatory agencies with authority over our bank. The ability of our bank to pay dividends is also subject to its profitability, financial condition, capital expenditures and other cash flow requirements. In addition, under the terms of our 9.60% junior subordinated debentures due 2029, we would be precluded from paying dividends on our common stock if we were in default under the debentures and did not take reasonable steps to cure the default, if we exercised our right to defer payments of interest on the debentures, or if certain related defaults occurred.

      We paid 5% stock dividends on our common stock in February of 2001, 2002 and 2003. We paid our first two cash dividends on our common stock on March 10 and June 10 of this year. Each was in the amount of $0.08 per share. Our next cash dividend is payable in the same amount on September 10, 2003. We currently expect to continue to pay a quarterly cash dividend, although there can be no assurance that we will continue to do so.

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CAPITALIZATION

      The following table sets forth our historical consolidated capitalization as of June 30, 2003, and our capitalization as of the same date on an adjusted basis, giving effect to the offering. For purposes of this table, our net proceeds are approximately $           million after deducting estimated offering expenses and underwriting discounts and commissions. If the underwriters’ over-allotment option is exercised in full, 150,000 additional shares would be sold, resulting in net proceeds of approximately $           based on the public offering price after deducting estimated offering expenses and underwriting discounts and commissions.

      The following data should be read in conjunction with our consolidated financial information and related notes, as well as the financial information and other documents incorporated by reference in this prospectus.

		June 30, 2003
		Actual		As Adjusted
		(Dollars in thousands,
		except per share data)
Indebtedness:
Securities sold under agreements to repurchase		$	39,690	$	39,690
Federal Home Loan Bank advances			45,000		45,000
Other borrowed money			922		922
Trust preferred securities			16,000		16,000
	Total indebtedness	$	101,612	$	101,612
Shareholders’ Equity
Preferred stock, no par value: 1,000,000 shares authorized; none issued
Common stock, no par value: 9,000,000 shares authorized; 5,422,644 shares issued and outstanding; 6,422,644 shares issued and outstanding as adjusted(1)			75,595
Retained earnings			7,157		7,157
Accumulated other comprehensive income			705		705
	Total shareholders’ equity	$	83,457	$
	Total capitalization	$	185,069	$
Book value per share		$	15.39	$

(1)  As of June 30, 2003, there were 247,014 common shares reserved for issuance upon the exercise of currently outstanding options with a weighted average price of $12.86, and an additional 89,079 shares available for future issuance of options under the company’s stock option plans for employees and directors. In addition, as of June 30, 2003, we had reserved for issuance 249,433 shares under our dividend reinvestment plan and 25,315 shares under our employee stock purchase plan.

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      The following table sets forth our actual consolidated regulatory capital amounts and ratios as of June 30, 2003, and as adjusted as of June 30, 2003, after giving effect to the application of the net proceeds from this offering.

	June 30, 2003
	Actual								As Adjusted
				“Well-			Excess/				“Well-			Excess/
				capitalized”			(Deficit)				capitalized”			(Deficit)
	Capital			Standard			Capital		Capital		Standard			Capital
	(Dollars in thousands)
Dollar Basis:
Total risk-based capital	$	110,909		$	97,476		$	13,433	$		$			$
Tier 1 risk-based capital		98,751			58,486			40,265
Leverage capital		98,751			50,105			48,646
Percentage basis:
Total risk-based capital ratio		11.38	%		10.00	%				%		10.00	%
Tier 1 risk-based capital ratio		10.13	%		6.00	%				%		6.00	%
Leverage capital ratio		9.85	%		5.00	%				%		5.00	%

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MANAGEMENT

      Our directors and executive officers, their ages as of August 1, 2003, and their principal position(s) with the company are shown in the table below.

Name	Age		Position(s)
Betty S. Burton		61	Director
David M. Cassard		49	Director
Edward J. Clark		58	Director
Peter A. Cordes		62	Director
C. John Gill		69	Director
Doyle A. Hayes		52	Director
David M. Hecht		66	Director
Gerald R. Johnson, Jr.		56	Chairman of the Board and Chief Executive Officer, and Director
Susan K. Jones		54	Director
Lawrence W. Larsen		63	Director
Calvin D. Murdock		63	Director
Michael H. Price		46	President and Chief Operating Officer, and Director
Dale J. Visser		67	Director
Donald Williams, Sr.		67	Director
Robert M. Wynalda		67	Director
Robert B. Kaminski		41	Senior Vice President and Secretary
Charles E. Christmas		37	Senior Vice President, Chief Financial Officer and Treasurer

      The business experience of each of our directors and executive officers for at least the past five years is summarized below:

      Betty S. Burton (Director) Mrs. Burton is the former owner of a business forms and print solutions distribution company. She was a member of the Board and consultant to Wonderland Business Forms from 1999 to 2002, and its President and Chief Executive Officer from 1995 to 1999. Presently she works part time as Project Manager in Resource Development at Metropolitan Hospital Systems, and has worked in that position since 2002. Mrs. Burton is a trustee of both the Grand Valley State University Foundation and the Western Michigan University Foundation. She is a graduate of both universities and also of Dartmouth College Tuck School of Business Minority Executives Program. She has previously served as a member of the Board of Directors of First Michigan Bank-Grand Rapids (“FMB-Grand Rapids”) and Butterworth Hospital. Mrs. Burton is very involved in civic and community activities and serves on several boards in the Grand Rapids area.

      David M. Cassard (Director) Mr. Cassard is President, Treasurer and a member of the Board of Directors of Waters Corporation which owns and operates commercial real estate properties in the Grand Rapids metropolitan area. He has served in these capacities since January 1979. Prior to 1979 he worked for an international firm of Certified Public Accountants. He is a graduate of the University of Michigan (BBA) and Michigan State University (MBA), and he is a Certified Public Accountant and Certified Property Manager. He currently serves as Vice Chairperson of the City of Grand Rapids Downtown Development Authority and is a member of the City of Grand Rapids Downtown Improvement District Board. He also serves as Chairperson of the Grand Rapids Area Chamber of Commerce Foundation. He previously served as a member of the Board of Directors of FMB-Grand Rapids and was a member of the Board of Directors of First Michigan Bank Corporation (“FMB”) and Butterworth Hospital. He holds memberships in several professional organizations and societies including the American Institute of CPA’s, the Michigan Association of CPA’s, the Grand Rapids Association of Realtors, the National Association of Realtors and the Institute of Real Estate Management. Mr. Cassard has been heavily involved in civic and community activities with special focus on downtown development.

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      Edward J. Clark (Director) Mr. Clark is the Chairman and Chief Executive of The American Seating Company, and has held this position since 1986. American Seating is headquartered in Grand Rapids, Michigan, and produces seating and furniture for offices, as well as seating for buses, rail cars, auditoriums, stadiums and performing arts centers. Mr. Clark is a member of the Boards of Directors of the Metropolitan YMCA, The Blodgett/ Butterworth Foundation, the Grand Rapids Employers’ Association and the Ohio State University Alumni Association, and a member of the Board of Trustees of the Grand Valley State University Foundation. He is Vice President of the Foundation Board of Trustees and Chairman of the Development Committee of Grand Valley State University. From 1988 through 1997, he was a member of the Board of Directors and Executive Committee of FMB-Grand Rapids. Mr. Clark has also previously served on the Boards of Directors of the Grand Rapids Symphony Orchestra, Red Cross of Kent County, St. Mary’s Hospital and The Business and Institutional Furniture Manufacturer’s Association.

      Peter A. Cordes (Director) Mr. Cordes has served as President and Chief Executive Officer of GWI Engineering Inc. (“GWI”) of Grand Rapids, Michigan, since 1991. GWI is engaged in the manufacturing of industrial automation systems for customers in a variety of industries in the Midwest. Mr. Cordes purchased GWI in 1991 and is now its sole owner. Mr. Cordes graduated from St. Louis University with a degree in aeronautics. He is a native of Traverse City, Michigan and has spent the last twenty years in Western Michigan.

      C. John Gill (Director) Mr. Gill is the retired Chairman of the Board and one of the owners of Gill Industries of Grand Rapids, Michigan. Mr. Gill served as Chairman of Gill Industries from 1994 through 1997, and served as President of Gill Industries from 1983 through 1993. Gill Industries is a manufacturing company involved with sheet metal stampings and assemblies for the automotive and appliance industries.

      Doyle A. Hayes (Director) Mr. Hayes has over 30 years experience in the automotive industry and has held various positions within that industry. Currently, he is President and CEO of Pyper Products Corporation, a plastic injection molding company that supplies the auto and furniture industries. Mr. Hayes has been the President and CEO of Pyper Products Corporation since 1994. He has served on several non-profit boards in the Grand Rapids community and is currently Board Chair at Metropolitan Hospital and a member of the Borgess Hospital of Kalamazoo Board of Directors. Mr. Hayes is a member of the Davenport Educational System (DES), Grand Valley State University Foundation, VanAndel Global Trade Center, Seidman Advisory Board, Economic Club of Grand Rapids, Small Business Association of Michigan (SBAM), Grand Valley Metro Council and the Governor’s Workforce Commission Boards. Mr. Hayes was formerly a Corporate Director of FMB.

      David M. Hecht (Director) Mr. Hecht is an attorney and has practiced law for 42 years, including the past 30 years in Grand Rapids. From 1993 through 2001, he was the Chairman of the Grand Rapids law firm of Hecht & Lentz, and was a founder of the firm. Mr. Hecht is a native of Grand Rapids and a graduate of the University of Michigan and the University of Wisconsin. He is the President of the Charles W. Loosemore Foundation, a Trustee of the Grand Valley University Foundation, Chair of the Board of Trustees of Hospice of Michigan and a Trustee of the Hospice of Michigan Foundation.

      Gerald R. Johnson, Jr. (Chairman of the Board, Chief Executive Officer and Director) Mr. Johnson has over 33 years experience in the financial service industry, including 30 years of commercial banking experience. Mr. Johnson was appointed President and Chief Executive Officer of FMB-Grand Rapids in 1986, and served as Chairman, President and Chief Executive Officer from 1988 to May of 1997, when he resigned to organize the company. Mr. Johnson served as Chairman of the Board and Chief Executive Officer of the company and our bank from their inception through 1998, and since the beginning of 1999 has served as Chairman of the Board and Chief Executive Officer of the company and Chairman of the Board of our bank. In the Grand Rapids market, prior to joining FMB-Grand Rapids, Mr. Johnson was employed in various lending capacities by Union Bank (now part of Bank One Corporation), Pacesetter Bank-Grand Rapids (now part of Fifth Third Bancorp) and Manufacturers Bank (now part of Comerica Bank). He currently serves as Chairman of Hope Network Behavioral Health Services, Chairman of Life Guidance Services and a member of the Boards of Directors of Project Rehab, the Girl Scouts of Michigan Trails, Epilepsy Foundation of Michigan, American Diabetes Association, Grand Rapids Symphony and the Grand Valley University Board

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of Trustees. He is affiliated with Grand Rapids Opportunity for Women, Grand Rapids Rotary Club and the Economic Development Foundation.

      Susan K. Jones (Director) Ms. Jones is both a partner of The Callahan Group, LLC, a marketing consulting firm, and a tenured, full-time Professor of Marketing at Ferris State University in Big Rapids, Michigan. She has been a partner of The Callahan Group since 1998, and has worked at her own marketing consulting firm, Susan K. Jones & Associates, since 1980. Ms. Jones has been a Professor of Marketing at Ferris State since 1990. She enjoys an active volunteer career, currently serving as a member of the Board of Directors of the Arts Council of Greater Grand Rapids, Council of 100 at Northwestern University, Treasurer of the Northwestern Club of West Michigan, and as the West Michigan Alumni Admissions Council Chair for Northwestern University. She is a past-president of the Junior League of Grand Rapids, a graduate of Leadership Grand Rapids, and currently serves as a trustee of the Chicago Association of Direct Marketing Educational Foundation.

      Lawrence W. Larsen (Director) Mr. Larsen is Chief Executive Officer, President, and owner of Central Industrial Corporation of Grand Rapids, Michigan. He began his employment with Central Industrial Corporation in 1967, and purchased it in 1975. Central Industrial Corporation is a wholesale distributor of industrial supplies. Mr. Larsen is also an owner and director of Jet Products, Inc., of West Carrollton, Ohio. Jet Products, Inc. designs, manufactures and sells hose reels and related hydraulic products. Mr. Larsen is a native of Wisconsin. He has spent the last 35 years in the Grand Rapids area. Mr. Larsen served as a director of FMB-Grand Rapids from 1980 until June of 1997, and was a member of the Executive Loan Committee and the Audit Committee.

      Calvin D. Murdock (Director) Mr. Murdock is President of SF Supply (“SF”) of Grand Rapids, Michigan. He has held this position since 1994. From 1992 to 1994, he served as the General Manager of SF, and in 1991, served as SF’s Controller. SF is a wholesale distributor of commercial and industrial electronic, electrical and automation parts, supplies and services. Mr. Murdock is a Michigan native and a graduate of Ferris State University with a degree in accounting. Prior to joining SF, Mr. Murdock owned and operated businesses in the manufacturing and supply of automobile wash equipment.

      Michael H. Price (President, Chief Operating Officer and Director) Mr. Price has over 20 years of commercial banking experience, most of which was with FMB and its subsidiary, FMB-Grand Rapids. Spending most of his banking career in commercial lending, Mr. Price was the Senior Lending Officer from 1992 to 1997, and President of FMB-Grand Rapids for several months in 1997 before joining our bank in late 1997. Mr. Price served as President and Chief Operating Officer of the company and our bank from December of 1997 through 1998, and has served as President and Chief Operating Officer of the company and President and Chief Executive Officer of our bank since January of 1999. Mr. Price has been and continues to be very active in the Grand Rapids community. He currently serves on the Boards of Directors of Kent County Habitat for Humanity and Kent County Community Mental Health.

      Dale J. Visser (Director) Mr. Visser is Chairman and one of the owners of Visser Brothers Inc. of Grand Rapids, Michigan. He has served Visser Brothers in various officer positions since 1960. Visser Brothers is a construction general contractor specializing in commercial buildings. Mr. Visser also has an ownership interest in several real estate projects in the Grand Rapids area. Mr. Visser served as a director of FMB-Grand Rapids from 1972 until June of 1997. He is a Grand Rapids native and a graduate of the University of Michigan with a degree in civil engineering. Mr. Visser is active in the community and serves on the Board of Directors of Westminster Theological Seminary Foundation. He has previously served on the Boards of the Grand Rapids YMCA, Christian Rest Home, and West Side Christian School.

      Donald Williams, Sr. (Director) Mr. Williams is Dean Emeritus of Grand Valley State University. During 2002, he was the Coordinator of the minority students teacher preparation program for the Grand Rapids Public Schools (secondary schools). Mr. Williams has over 30 years experience in administration of educational programs with special emphasis on political sensitivity and equality. From 1989 to 2001, he was the Dean of Minority Affairs and Director of the Multicultural Center of Grand Valley State University. Mr. Williams also serves as President of the Concerned Citizens Council and President of the Rotary Club of Grand Rapids. He previously served as President of the Coalition for Representative Government (CRG), as

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a member of the Board of Directors of FMB-Grand Rapids and the Grand Rapids Advisory Board of Michigan National Bank, as Treasurer and President of the Minority Affairs Council of Michigan Universities (MACMU), and as a member of the Board of Directors of the Grand Rapids Area Chamber of Commerce. Mr. Williams has been the recipient of numerous awards in the Grand Rapids and Michigan area for community service and job performance.

      Robert M. Wynalda (Director) Mr. Wynalda is the retired Chief Executive Officer and former owner of Wynalda Litho Inc. of Rockford, Michigan. Mr. Wynalda held the position of Chief Executive Officer from 1970 when he founded the company until its sale in February of 1998. Wynalda Litho Inc. is a commercial printing company serving customers from around the country. Mr. Wynalda is a native of Grand Rapids and has spent 45 years in the printing business. Mr. Wynalda formerly served as a director of a local financial institution.

      Robert B. Kaminski (Senior Vice President and Secretary) Mr. Kaminski joined our bank in June 1997 and has over 18 years of commercial banking experience. From 1984 to 1993, Mr. Kaminski worked for FMB-Grand Rapids in various capacities in the areas of credit administration and bank compliance. In 1993, Mr. Kaminski was appointed Vice President in charge of loan review and served as Vice President and Manager of the commercial credit department for three of FMB’s subsidiaries. He has served as Senior Vice President and Secretary of the company and our bank since their inception in 1997, and has also served as Chief Operating Officer of our bank since 2000. Mr. Kaminski serves on the Leadership Committee for the National Kidney Foundation of Michigan in Grand Rapids, and is a career mentor for Aquinas College of Grand Rapids.

      Charles E. Christmas (Senior Vice President, Chief Financial Officer, and Treasurer) Mr. Christmas joined our bank in April 1998 and served as Vice President of Finance, Treasurer and Compliance Officer of the company and our bank in 1998. In 1999, Mr. Christmas was elected Chief Financial Officer, Treasurer and Compliance Officer of the company and our bank. In 2000, Mr. Christmas was elected Senior Vice President, Chief Financial Officer and Treasurer of the company, and Senior Vice President and Chief Financial Officer of our bank. Prior to joining the company, he examined various financial institutions for over ten years while serving as a bank examiner with the Federal Deposit Insurance Corporation (“FDIC”). He began his tenure with the FDIC upon his graduation from Ferris State University. Mr. Christmas holds a Bachelor of Science degree in Accountancy. Mr. Christmas serves on the Michigan Banker Association Funds Management Committee, as a fundraising volunteer for the Make-A-Wish Foundation of Michigan and the American Cancer Society, and as a volunteer for Habitat for Humanity.

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UNDERWRITING

      Subject to the terms and conditions in the underwriting agreement dated                           , 2003, the underwriters named below, for whom Raymond James & Associates, Inc. is acting as representative, have severally agreed to purchase from us the respective number of shares of our common stock set forth opposite their names below:

		Number of
Underwriters		Shares
Raymond James & Associates, Inc.
Stifel, Nicolaus & Company, Incorporated
Oppenheimer & Co. Inc.
	Total		1,000,000

      The underwriting agreement provides that the obligations of the several underwriters to purchase and accept delivery of the common stock offered by this prospectus are subject to approval by their counsel of legal matters and to other conditions set forth in the underwriting agreement. The underwriters are obligated to purchase and accept delivery of all of the shares of common stock offered by this prospectus, if any are purchased, other than those covered by the over-allotment option described below.

      The underwriters propose to offer the common stock directly to the public at the public offering price indicated on the cover page of this prospectus and to various dealers at that price less a concession not to exceed $           per share, of which $           may be reallowed to other dealers. After this offering, the public offering price, concession and reallowance to dealers may be reduced by the underwriters. No reduction will change the amount of proceeds to be received by us as indicated on the cover page of this prospectus. The shares of common stock are offered by the underwriters as stated in this prospectus, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

      We have granted to the underwriters an option, exercisable within 30 days after the date of this prospectus, to purchase from time to time up to an aggregate of 150,000 additional shares of common stock to cover over-allotments, if any, at the public offering price less the underwriting discount. If the underwriters exercise their over-allotment option to purchase any of the additional 150,000 shares, each underwriter, subject to certain conditions, will become obligated to purchase its pro rata portion of these additional shares based on the underwriter’s percentage purchase commitment in this offering as indicated in the table above. If purchased, these additional shares will be sold by the underwriters on the same terms as those on which the shares offered by this prospectus are being sold. The underwriters may exercise the over-allotment option only to cover over-allotments made in connection with the sale of the shares of common stock offered in this offering.

      At our request, the underwriters have reserved up to 100,000 shares of our common stock offered by this prospectus for sale to our directors and officers at the public offering price set forth on the cover page of this prospectus. These persons must commit to purchase from an underwriter or selected dealer at the same time as the general public. The number of shares available for sale to the general public will be reduced to the extent these persons purchase the reserved shares. Any reserved shares purchased by our directors or executive officers will be subject to the lock-up agreements described on the following page. We are not making loans to these officers or directors to purchase such shares.

      The following table summarizes the underwriting compensation to be paid to the underwriters by us. These amounts assume both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares. We estimate that the total expenses payable by us in connection with this offering, other than the underwriting discount referred to below, will be approximately $          .

		Without	With
	Per Share	Option	Option
Underwriting discount payable by us

20

      We have agreed to indemnify the underwriters against various liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

      Subject to specified exceptions, each of our directors and our executive officers has agreed, for a period of 90 days after the date of this prospectus, without the prior written consent of Raymond James & Associates, Inc., not to offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any shares of our common stock or securities convertible into or exercisable or exchangeable for any shares of our common stock. This agreement also precludes any hedging collar or other transaction designed or reasonably expected to result in a disposition of our common stock or securities convertible into or exercisable or exchangeable for our common stock.

      In addition, we have agreed that, for 90 days after the date of this prospectus, we will not, directly or indirectly, without the prior written consent of Raymond James & Associates, Inc., issue, sell, contract to sell, or otherwise dispose of or transfer, any of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, or enter into any swap or other agreement that transfers, in whole or in part, the economic consequences of ownership of our common stock or securities convertible into, exercisable for or exchangeable for our common stock, except for our sale of common stock in this offering, and the issuance of options or shares of common stock under our existing incentive stock plans, employee benefit plans or dividend reinvestment and stock purchase plan.

      Until the offering is completed, rules of the Securities and Exchange Commission may limit the ability of the underwriters and certain selling group members to bid for and purchase shares of our common stock. As an exception to these rules, the underwriters may engage in certain transactions that stabilize the price of our common stock. These transactions may include short sales, stabilizing transactions, purchases to cover positions created by short sales and passive market making. Short sales involve the sale by the underwriters of a greater number of shares of our common stock than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while the offering is in progress. In passive market making, the underwriter, in its capacity as market maker in the common stock, may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

      The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

      These activities by the underwriters may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters without notice at any time. These transactions may be effected on the Nasdaq National Market or otherwise.

      Our common stock is listed on the Nasdaq National Market under the symbol “MBWM.”

      Certain representatives of the underwriters or their affiliates may in the future perform investment banking and other financial services for us and our affiliates for which they may receive advisory or transaction fees, as applicable, plus out-of-pocket expenses, of the nature and in amounts customary in the industry for these financial services. Raymond James & Associates, Inc., Stifel, Nicolaus & Company, Incorporated and Oppenheimer & Co. Inc., are currently market makers in our common stock on the Nasdaq National Market.

21

LEGAL MATTERS

      The validity of the shares of our common stock offered by this prospectus have been passed upon for us by Dickinson Wright PLLC, Detroit and Grand Rapids, Michigan. Certain legal matters relating to this offering are being passed upon for the underwriters by Vedder, Price, Kaufman & Kammholz, P.C., Chicago, Illinois. As of August 1, 2003, members of Dickinson Wright PLLC who perform services for us owned approximately 3,255 shares of our common stock.

EXPERTS

      Our consolidated financial statements as of December 31, 2002 and 2001 and for the years ended December 31, 2002, 2001 and 2000, included in our Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Crowe Chizek and Company LLC, independent auditors, as set forth in their report on such financial statements included in our Annual Report and incorporated by reference in this prospectus. These financial statements are included in reliance upon this report given upon the authority of Crowe Chizek and Company LLC as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

      This prospectus is a part of a Registration Statement on Form S-3 that we filed with the SEC under the Securities Act of 1933. This prospectus does not contain all the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement, including the exhibits to the registration statement and the documents incorporated by reference.

      We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our SEC filings are also available on our web site at http://www.mercbank.com, and at the office of the Nasdaq National Market. For further information on obtaining copies of our public filings at the Nasdaq National Market, you should call (212) 656-5060.

DOCUMENTS INCORPORATED BY REFERENCE

      We “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus.

      Some information contained in this prospectus updates the information incorporated by reference and some information that we file subsequently with the SEC will automatically update this prospectus. We incorporate by reference the documents listed below:

•  our Annual Report on Form 10-K for the year ended December 31, 2002, filed with the SEC on March 7, 2003 (File No. 0-26719);

•  our Quarterly Reports on Form 10-Q for the period ended March 31, 2003 and June 30, 2003, filed with the SEC on May 14, 2003 and August 8, 2003 (File No. 0-26719); and

•  the description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on July 15, 1999 (File No. 0-26719), including any amendment or report filed for the purpose of updating such description.

22

      We also incorporate by reference any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the initial filing of the registration statement that contains this prospectus and before the time that all of the shares offered by this prospectus are sold.

      Any statement contained in a document incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is incorporated by reference in this prospectus modifies, supersedes or replaces that statement. Any statement that is modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus.

      You may request, either orally or in writing, and we will provide, a copy of these filings at no cost by contacting Robert B. Kaminski, our Senior Vice President and Secretary, at the following address and phone number:

Mercantile Bank Corporation

5650 Byron Center Avenue SW

Wyoming, Michigan 49509

(616) 406-3000

23

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Summary Consolidated Financial Data		5
Risk Factors		8
Cautionary Statement Regarding Forward-Looking Statements		11
Use of Proceeds		12
Price Range of Common Stock		12
Dividend Policy		13
Capitalization		14
Management		16
Underwriting		20
Legal Matters		22
Experts		22
Where You Can Find More Information		22
Documents Incorporated by Reference		22

•  You should only rely on the information contained or incorporated by reference in this prospectus. We have not, and our underwriters have not, authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

•  We are not, and our underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

•  You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only.

•  This prospectus does not constitute an offer to sell, or the solicitation of any offer to buy, any securities other than the securities to which it relates.

1,000,000 Shares

MERCANTILE BANK CORPORATION

Common Stock

PROSPECTUS

RAYMOND JAMES

STIFEL, NICOLAUS & COMPANY

Incorporated

OPPENHEIMER

                    , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.     Other Expenses of Issuance and Distribution

      The following table sets forth the various expenses payable in connection with the sale and distribution of the securities being registered, other than underwriting discount and commissions. All of the amounts shown are estimates, except for the SEC registration fee, the NASD fee and the Nasdaq National Market filing fee.

SEC registration fee		$	3,022
NASD filing fee			4,236
Nasdaq listing fee			11,500
Printing expenses			50,000
Legal fees and expenses			90,000
Accounting fees and expenses			45,000
Blue sky fees and expenses			2,000
Miscellaneous			9,242
	Total	$	215,000

Item 15.     Indemnification of Directors and Officers

Indemnification

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

      Our Articles of Incorporation provide that we shall indemnify our present and past directors, officers, and such other persons as the Board of Directors may authorize to the full extent permitted by law.

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

II-1

      Federal Deposit Insurance Corporation regulations impose limitations on indemnification payments which could restrict, in certain circumstances, payments by us or our bank to our respective directors or officers otherwise permitted under the Michigan Business Corporation Act or the Michigan Banking Code.

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

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

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

Limitation of Director Liability

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

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

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

II-2

Item 16.     Exhibits

Exhibit
Number		Description
	1.1	Form of Underwriting Agreement
	3.1	Articles of Incorporation of Mercantile Bank Corporation are incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2 (Commission File No. 333-33081), filed with the Commission on August 7, 1997
	3.2	Amended and Restated Bylaws of Mercantile Bank Corporation dated as of January 16, 2003 are incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-3 (Commission File No. 333-103376), filed with the Commission on February 21, 2003
	4.1	Article III (Capital Stock) of our Articles of Incorporation are incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2 (Commission File No. 333-33081), filed with the Commission on August 7, 1997
	4.2	Specimen Stock Certificate is incorporated by reference to Exhibit 4.1 to our Amendment No. 1 to our Registration Statement on Form SB-2 (Commission File No. 333-33081), filed with the Commission on October 7, 1997
	5.1	Opinion of Dickinson Wright PLLC regarding legality*
	23.1	Consent of Crowe Chizek and Company LLC
	23.2	Consent of Dickinson Wright PLLC (included in Exhibit 5.1)*
	24.1	Power of Attorney is included on the signature page of the Registration Statement*

* Previously filed.

Item 17.     Undertakings

      (a) We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant, in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      (c) (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyoming, State of Michigan, on September 3, 2003.

MERCANTILE BANK CORPORATION

By:  /s/ GERALD R. JOHNSON, JR.

Gerald R. Johnson, Jr.

Chairman of the Board and

Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities indicated on September 3, 2003.

Signature	Title
/s/ BETTY S. BURTON Betty S. Burton	Director
/s/ DAVID M. CASSARD David M. Cassard	Director
/s/ CHARLES E. CHRISTMAS Charles E. Christmas	Senior Vice President, Chief Financial Officer and Treasurer (principal accounting and financial officer)
/s/ EDWARD J. CLARK Edward J. Clark	Director
/s/ PETER A. CORDES Peter A. Cordes	Director
/s/ C. JOHN GILL C. John Gill	Director
/s/ DOYLE A. HAYES Doyle A. Hayes	Director
David M. Hecht	Director
/s/ GERALD R. JOHNSON, JR. Gerald R. Johnson, Jr.	Chairman of the Board, Chief Executive Officer and Director (principal executive officer)

II-4

Signature	Title
/s/ SUSAN K. JONES Susan K. Jones	Director
/s/ LAWRENCE W. LARSEN Lawrence W. Larsen	Director
/s/ CALVIN D. MURDOCK Calvin D. Murdock	Director
/s/ MICHAEL H. PRICE Michael H. Price	Director
/s/ DALE J. VISSER Dale J. Visser	Director
/s/ DONALD WILLIAMS, SR. Donald Williams, Sr.	Director
/s/ ROBERT M. WYNALDA Robert M. Wynalda	Director

II-5

EXHIBIT INDEX

Exhibit
Number		Description
	1.1	Form of Underwriting Agreement
	3.1	Articles of Incorporation of Mercantile Bank Corporation are incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2 (Commission File No. 333-33081), filed with the Commission on August 7, 1997
	3.2	Amended and Restated Bylaws of Mercantile Bank Corporation dated as of January 16, 2003 are incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-3 (Commission File No. 333-103376), filed with the Commission on February 21, 2003
	4.1	Article III (Capital Stock) of our Articles of Incorporation are incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2 (Commission File No. 333-33081), filed with the Commission on August 7, 1997
	4.2	Specimen Stock Certificate is incorporated by reference to Exhibit 4.1 to our Amendment No. 1 to our Registration Statement on Form SB-2 (Commission File No. 333-33081), filed with the Commission on October 7, 1997
	5.1	Opinion of Dickinson Wright PLLC regarding legality*
	23.1	Consent of Crowe Chizek and Company LLC
	23.2	Consent of Dickinson Wright PLLC (included in Exhibit 5.1)*
	24.1	Power of Attorney is included on the signature page of the Registration Statement*

* Previously filed

EX-1.1

                                                                     EXHIBIT 1.1

                               1,000,000 SHARES*

                           MERCANTILE BANK CORPORATION

                                  COMMON STOCK



                             UNDERWRITING AGREEMENT

                                                         St. Petersburg, Florida
                                                              September __, 2003

Raymond James & Associates, Inc.
As Representative of the Several Underwriters
         listed on Schedule I hereto
880 Carillon Parkway
St. Petersburg, Florida  33716

Ladies and Gentlemen:

         Mercantile Bank Corporation, a Michigan corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the several Underwriters named in Schedule I hereto (the "Underwriters"), an
aggregate of 1,000,000 shares of its Common Stock, no par value (the "Common
Stock"). The aggregate of 1,000,000 shares to be purchased from the Company are
called the "Firm Shares." In addition, the Company has agreed to sell to the
Underwriters, upon the terms and conditions stated herein, up to an additional
150,000 shares of Common Stock (the "Additional Shares") to cover
over-allotments by the Underwriters, if any. The Firm Shares and the Additional
Shares are collectively referred to in this Agreement as the "Shares." Raymond
James & Associates, Inc. is acting as the representative of the several
Underwriters and in such capacity is referred to in this Agreement as the
"Representative."

         The Company wishes to confirm as follows its agreement with you and the
other several Underwriters, on whose behalf you are acting, in connection with
the several purchases of the Shares from the Company.

         1. Registration Statement and Prospectus. The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-3 (File No. 333-107814), including a
prospectus subject to completion, relating to the Shares. Such registration
statement, as amended, including the financial statements, exhibits and
schedules thereto, at the time when it becomes effective and as thereafter
amended by any post-effective amendment, is referred to


- ------------------
* Plus an additional 150,000 shares subject to Underwriter's over-allotment
option.




                                       1



in this Agreement as the "Registration Statement." The prospectus in the form
included in the Registration Statement or, if the prospectus included in the
Registration Statement omits certain information in reliance upon Rule 430A
under the Act and such information is thereafter included in a prospectus filed
with the Commission pursuant to Rule 424(b) under the Act or as part of a
post-effective amendment to the Registration Statement after the Registration
Statement becomes effective, the prospectus as so filed, is referred to in this
Agreement as the "Prospectus." If the Company files another registration
statement with the Commission to register a portion of the Shares pursuant to
Rule 462(b) under the Act (the "Rule 462 Registration Statement"), then any
reference to "Registration Statement" herein shall be deemed to include the
registration statement on Form S-3 (File No. 333-107814) and the Rule 462
Registration Statement, as each such registration statement may be amended
pursuant to the Act. The prospectus subject to completion in the form included
in the Registration Statement at the time of the initial filing of such
Registration Statement with the Commission and as such prospectus is amended
from time to time until the date of the Prospectus is referred to in this
Agreement as the "Preliminary Prospectus." All references in this Agreement to
the Registration Statement, the Rule 462 Registration Statement, a Preliminary
Prospectus or the Prospectus, or any amendments or supplements to any of the
foregoing, shall include any copy thereof filed with the Commission pursuant to
its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). Any
reference in this Agreement to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein, as of the date of the Registration
Statement, such Preliminary Prospectus or the Prospectus, as the case may be,
and any reference to any amendment or supplement to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after such date under the Securities Exchange Act of
1934, as amended (the "Exchange Act") that, upon filing, are incorporated by
reference therein. As used herein, the term "Incorporated Documents" means the
documents that at the time of filing are incorporated by reference in the
Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto.

         2. Agreements to Sell and Purchase. The Company hereby agrees to issue
and sell the Firm Shares to the Underwriters and, upon the basis of the
representations, warranties and agreements of the Company herein contained and
subject to all the terms and conditions set forth herein, each Underwriter
agrees, severally and not jointly, to purchase from the Company at a purchase
price of $[______] per Share (the "purchase price per Share"), the number of
Firm Shares set forth opposite the name of such Underwriter in Schedule I
hereto.

         The Company hereby also agrees to sell to the Underwriters, and, upon
the basis of the representations, warranties and agreements of the Company
herein contained and subject to all the terms and conditions set forth herein,
the Underwriters shall have the right for 30 days from the date of the
Prospectus to purchase from the Company up to 150,000 Additional Shares at the
purchase price per Share for the Firm Shares. The Additional Shares may be
purchased solely for the purpose of covering over-allotments, if any, made in
connection with the offering of the Firm Shares. If any Additional Shares are to
be purchased, each Underwriter, severally and not jointly, agrees to purchase
the number of Additional Shares (subject to such adjustments as you may
determine to avoid fractional shares) that bears the same proportion to the
total number of Additional Shares to be purchased by the Underwriters as the
number of Shares set forth opposite the name of such Underwriter in Schedule I
hereto bears to the total number of Shares.


                                       2



The option to purchase Additional Shares may be exercised at any time within 30
days after the date of the Prospectus, but no more than once.

         3. Terms of Public Offering. The Company has been advised by you that
the Underwriters propose to make a public offering of their respective portions
of the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable and initially to offer the
Shares upon the terms set forth in the Prospectus.

         Not later than 12:00 p.m. on the second business day following the date
the Shares are released by the Underwriters for sale to the public, the Company
shall deliver or cause to be delivered copies of the Prospectus in such
quantities and at such places as the Representative shall request.

         4. Delivery of the Shares and Payment Therefor. Delivery to the
Underwriters of the Firm Shares and payment therefor shall be made at the
offices of Vedder, Price, Kaufman & Kammholz, P.C., 222 North LaSalle Street,
Chicago, Illinois, at 10:00 a.m., Chicago, Illinois time, on [_________], or
such other place, time and date as the Representative shall designate by notice
to the Company (the time and date of such closing are called the "Closing
Date"). The place of closing for the Firm Shares and the Closing Date may be
varied by agreement between the Representative and the Company. The Company
hereby acknowledges that circumstances under which the Representative may
provide notice to postpone the Closing Date as originally scheduled include any
determination by the Company or the Representative to recirculate to the public
copies of an amended or supplemented Prospectus or a delay as contemplated by
the provisions of Section 11 hereof.

         Delivery to the Underwriters of and payment for any Additional Shares
to be purchased by the Underwriters shall be made at the offices of Vedder,
Price, Kaufman & Kammholz, P.C., 222 North LaSalle Street, Chicago, Illinois, at
10:00 a.m., Chicago, Illinois time,, on such date or dates (the "Additional
Closing Date") (which may be the same as the Closing Date, but shall in no event
be earlier than the Closing Date nor earlier than three nor later than ten
business days after the giving of the notice hereinafter referred to) as shall
be specified in a written notice, from the Representative on behalf of the
Underwriters to the Company, of the Underwriters' determination to purchase a
number, specified in such notice, of Additional Shares. Such notice may be given
at any time within 30 days after the date of the Prospectus and must set forth
(i) the aggregate number of Additional Shares as to which the Underwriters are
exercising the option and (ii) the names and denominations in which the
certificates for which the Additional Shares are to be registered. The place of
closing for the Additional Shares and the Additional Closing Date may be varied
by agreement between you and the Company.

         Certificates for the Firm Shares and for any Additional Shares to be
purchased hereunder shall be registered in such names and in such denominations
as you shall request prior to 1:00 p.m., Chicago, Illinois time, not later than
the second full business day preceding the Closing Date or the Additional
Closing Date, as the case may be. Such certificates shall be made available to
you in Chicago, Illinois for inspection and packaging not later than 8:30 a.m.,
Chicago, Illinois time, on the business day immediately preceding the Closing
Date or the Additional Closing Date, as the case may be. The certificates
evidencing the Firm Shares and any Additional Shares to be purchased hereunder
shall be delivered to you on the Closing Date



                                       3



or the Additional Closing Date, as the case may be, against payment of the
purchase price therefore to the Company by wire transfer of immediately
available funds to an account specified in writing by the Company.

         The Representative has advised the Company that the Representative has
been authorized, for its own account and the accounts of the several
Underwriters, to accept delivery of and receipt for, and make payment of the
purchase price per Share for the Firm Shares and the Additional Shares, if any,
that the Underwriters have agreed to purchase. Raymond James & Associates, Inc.,
individually and not as Representative of the Underwriters, may, but shall not
be obligated to, make payment for any Shares to be purchased by any Underwriter
whose funds shall not have been received by the Representative by the Closing
Date or the Additional Closing Date, as the case may be, for the account of such
Underwriter, but any such payment shall not relieve such Underwriter from any of
its obligations under this Agreement.

         5. Covenants and Agreements of the Company.

         The Company covenants and agrees with the several Underwriters as
follows:

                  (a) The Company will use its best efforts to cause the
Registration Statement and any amendments thereto to become effective, if it has
not already become effective, and will advise you promptly and, if requested by
you, will confirm such advice in writing (i) when the Registration Statement has
become effective and the time and date of any filing of any post-effective
Registration Statement or any amendment or supplement to any Preliminary
Prospectus or the Prospectus and the time and date that any post-effective
amendment to the Registration Statement becomes effective, (ii) if Rule 430A
under the Act is used, when the Prospectus has been timely filed pursuant to
Rule 424(b) under the Act, (iii) of the receipt of any comments of the
Commission, or any request by the Commission for amendments or supplements to
the Registration Statement, any Preliminary Prospectus or the Prospectus or for
additional information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction or the
initiation of any proceeding for such purposes and (v) within the period of time
referred to in Section 5(e) below, of any change in the Company's condition
(financial or other), business, prospects, properties, net worth or results of
operations, or of any event that comes to the attention of the Company that
makes any statement made in the Registration Statement or the Prospectus (as
then amended or supplemented) untrue in any material respect or that requires
the making of any additions thereto or changes therein in order to make the
statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading in any material respect, or of the
necessity to amend or supplement the Prospectus (as then amended or
supplemented) to comply with the Act or any other law. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will use its best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time. The Company
will provide the Underwriters with copies of the form of Prospectus, in such
number as the Underwriters may reasonably request, and file with the Commission
such Prospectus in accordance with Rule 424(b) of the Act before the close of
business on the first business day immediately following the date hereof.




                                       4



                  (b) The Company will furnish to you, without charge, two
signed duplicate originals of the Registration Statement as originally filed
with the Commission and of each amendment thereto, including financial
statements and all exhibits thereto, and will also furnish to you, without
charge, such number of conformed copies of the Registration Statement as
originally filed and of each amendment thereto as you may reasonably request.

                  (c) The Company will not file any Rule 462 Registration
Statement or any amendment to the Registration Statement or make any amendment
or supplement to the Prospectus unless (i) you and your counsel shall have
previously been advised thereof and been given a reasonable opportunity to
review such filing, amendment or supplement and (ii) you or your counsel have
not reasonably objected to such filing, amendment or supplement after being so
advised and having been given a reasonable opportunity to review such filing,
amendment or supplement.

                  (d) Prior to the execution and delivery of this Agreement, the
Company has delivered or will deliver to you, without charge, in such quantities
as you have requested or may hereafter reasonably request, copies of each form
of the Preliminary Prospectus. Consistent with the provisions of Section 5(e)
hereof, the Company consents to the use, in accordance with the provisions of
the Act and with the securities or Blue Sky laws of the jurisdictions in which
the Shares are offered by the several Underwriters and by dealers, prior to the
date of the Prospectus, of each Preliminary Prospectus so furnished by the
Company.

                  (e) As soon after the execution and delivery of this Agreement
as is practicable and thereafter from time to time for such period as in the
reasonable opinion of counsel for the Underwriters a prospectus is required by
the Act to be delivered in connection with sales by any Underwriter or a dealer
(the "Prospectus Delivery Period"), and for so long a period as you may request
for the distribution of the Shares, the Company will deliver to each Underwriter
and each dealer, without charge, as many copies of the Prospectus (and of any
amendment or supplement thereto) as they may reasonably request. The Company
consents to the use of the Prospectus (and of any amendment or supplement
thereto) in accordance with the provisions of the Act and with the securities or
Blue Sky laws of the jurisdictions in which the Shares are offered by the
several Underwriters and by all dealers to whom Shares may be sold, both in
connection with the offering and sale of the Shares and for such period of time
thereafter as the Prospectus is required by the Act to be delivered in
connection with sales by any Underwriter or dealer. If at any time prior to the
later of (i) the completion of the distribution of the Shares pursuant to the
offering contemplated by the Registration Statement or (ii) the expiration of
prospectus delivery requirements with respect to the Shares under Section 4(3)
of the Act and Rule 174 thereunder, any event shall occur that in the judgment
of the Company or in the opinion of counsel for the Underwriters is required to
be set forth in the Prospectus (as then amended or supplemented) or should be
set forth therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Prospectus to comply with the Act or any other law,
the Company will forthwith prepare and, subject to Sections 5(a) and 5(c)
hereof, file with the Commission and use its best efforts to cause to become
effective as promptly as possible an appropriate supplement or amendment
thereto, and will furnish to each Underwriter who has previously requested
Prospectuses, without charge, a reasonable number of copies thereof.




                                       5



                  (f) The Company will cooperate with you and counsel for the
Underwriters in connection with the registration or qualification of the Shares
for offering and sale by the several Underwriters and by dealers under the
securities or Blue Sky laws of such jurisdictions as you may reasonably
designate and will file such consents to service of process or other documents
as may be reasonably necessary in order to effect and maintain such registration
or qualification for so long as required to complete the distribution of the
Shares; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to general service of process in suits, other than
those arising out of the offering or sale of the Shares, as contemplated by this
Agreement and the Prospectus, in any jurisdiction where it is not now so
subject. In the event that the qualification of the Shares in any jurisdiction
is suspended, the Company shall so advise you promptly in writing. The Company
will use its best efforts to qualify or register its Common Stock for sale in
non-issuer transactions under (or obtain exemptions from the application of) the
Blue Sky laws of each state where necessary to permit market making transactions
and secondary trading and will comply with such Blue Sky laws and will continue
such qualifications, registrations and exemptions in effect for a period of 5
years after the date hereof.

                  (g) The Company will make generally available to its security
holders a consolidated earnings statement (in form complying with the provisions
of Rule 158), which need not be audited, covering a twelve-month period
commencing after the effective date of the Registration Statement, and ending
not later than 15 months thereafter, as soon as practicable after the end of
such period, which consolidated earnings statement shall satisfy the provisions
of Section 11(a) of the Act.

                  (h) During the Prospectus Delivery Period, the Company will
file all documents required to be filed with the Commission pursuant to Sections
13, 14 and 15 of the Exchange Act in the manner and within the time periods
required by the Exchange Act.

                  (i) During the period ending five years from the date hereof,
the Company will furnish to you and, upon your request, to each of the other
Underwriters, (i) as soon as available, a copy of each proxy statement,
quarterly or annual report or other report of the Company mailed to its
shareholders or filed with the Commission, the National Association of
Securities Dealers, Inc. (the "NASD") or the Nasdaq National Market ("NASDAQ")
or any national securities exchange and (ii) from time to time such other
information concerning the Company as you may reasonably request.

                  (j) If this Agreement shall terminate or shall be terminated
after execution pursuant to any provision hereof (except pursuant to a
termination under Section 12 hereof, in which case the provisions of this
paragraph shall not apply) or if this Agreement shall be terminated by the
Underwriters because of any inability, failure or refusal on the part of the
Company to perform in all material respects any agreement herein or to comply in
all material respects with any of the terms or provisions hereof or to fulfill
in all material respects any of the conditions of this Agreement, the Company
agrees to reimburse you and the other Underwriters for all out-of-pocket
expenses (including travel expenses and reasonable fees and expenses of counsel
for the Underwriters, but excluding wages and salaries paid by you) reasonably
incurred by you in connection herewith.




                                       6



                  (k) The Company will apply the net proceeds from the sale of
the Shares to be sold by it hereunder in accordance in all material respects
with the statements under the caption "Use of Proceeds" in the Prospectus.

                  (l) If Rule 430A under the Act is employed, the Company will
timely file the Prospectus pursuant to Rule 424(b) under the Act.

                  (m) For a period of 90 days after the date of the Prospectus
first filed pursuant to Rule 424(b) under the Act, without your prior written
consent, the Company will not, (i) directly or indirectly, issue, sell, offer or
contract to sell or otherwise dispose of or transfer any shares of Common Stock
or securities convertible into or exchangeable or exercisable for shares of
Common Stock (collectively, "Company Securities") or any rights to purchase
Company Securities, or file any registration statement under the Act with
respect to any of the foregoing or (ii) enter into any swap or other agreement
that transfers, in whole or in part, directly or indirectly, the economic
consequences of ownership of Company Securities whether any such swap or
transaction is to be settled by delivery of Common Stock or other securities, in
cash or otherwise, except to the Underwriters pursuant to this Agreement and
except for the issuance, sale or grant of options or shares of Common Stock
pursuant to the Company's stock option, stock purchase or dividend reinvestment
plans in effect as of the date hereof ("Permitted Plans") and described in the
Prospectus and except for issuances of shares of Common Stock upon the exercise
of options under such plans.

                  (n) Prior to the Closing Date or the Additional Closing Date,
as the case may be, the Company will furnish to you, as promptly as practicable,
copies of any unaudited interim consolidated financial statements of the Company
and its Subsidiaries for any period subsequent to the periods covered by the
financial statements appearing in the Prospectus.

                  (o) The Company will comply with all provisions of any
undertakings contained in the Registration Statement.

                  (p) The Company will not at any time, directly or indirectly,
take any action designed, or which might reasonably be expected to cause or
result in, or which will constitute, stabilization or manipulation of the price
of the shares of Common Stock to facilitate the sale or resale of any of the
Shares.

                  (q) The Company will timely file with NASDAQ all documents and
notices required by the NASDAQ of companies that have or will issue securities
that are traded on the NASDAQ.

         6. Representations and Warranties of the Company.

         The Company hereby represents and warrants to each Underwriter on the
date hereof, and shall be deemed to represent and warrant to each Underwriter on
the Closing Date and the Additional Closing Date, as the case may be, that:

                  (a) The Company satisfies all of the requirements of the Act
for use of Form S-3 for the offering of Shares contemplated hereby. Each
Preliminary Prospectus included as part of the Registration Statement as
originally filed or as part of any amendment or


                                       7


supplement thereto, or filed pursuant to Rule 424(a) under the Act, complied as
to form when so filed in all material respects with the provisions of the Act,
except that this representation and warranty does not apply to statements in or
omissions from such Preliminary Prospectus (or any amendment or supplement
thereto) made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by or on behalf of any
Underwriter through you or your counsel expressly for use therein. The
Commission has not issued any order preventing or suspending the use of any
Preliminary Prospectus and no proceeding for that purpose has been instituted or
threatened by the Commission or the securities authority of any state or other
jurisdiction.

                  (b) The Company has prepared the Registration Statement, and
any post-effective amendment thereto, and the Prospectus and any amendments or
supplements thereto. The Registration Statement in the form in which it became
effective and also in such form as it may be when any post-effective amendment
thereto shall become effective, and the Prospectus, and any supplement or
amendment thereto when filed with the Commission under Rule 424(b) under the
Act, complied or will comply as to form in all material respects with the
provisions of the Act and did not and will not at any such times contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except that this representation and warranty does not apply to statements in or
omissions from the Registration Statement or the Prospectus (or any amendment or
supplement thereto) made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Company in writing by or on behalf
of any Underwriter through you or your counsel expressly for use therein.

                  (c) Each Preliminary Prospectus and the Prospectus, filed by
electronic transmission pursuant to EDGAR (except as may be permitted by
Regulation S-T under the Act), was identical to the copy thereof delivered to
the Underwriters for use in connection with the offer and sale of the Shares.

                  (d) The Incorporated Documents heretofore filed, when they
were filed (or, if any amendment with respect to any such document was filed,
when such amendment was filed), conformed in all material respects with the
requirements of the Exchange Act and the rules and regulations thereunder, and
any other Incorporated Documents so filed will, when they are filed, conform in
all material respects to the requirements of the Exchange Act and the rules and
regulations thereunder; no such Incorporated Document when it was filed (or, if
an amendment with respect to any such document was filed, when such amendment
was filed), contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading; and no such other Incorporated Document, when
it is filed, will contain an untrue statement of a material fact or will omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading.

                  (e) The capitalization of the Company is and will be as set
forth in the Prospectus as of the date set forth therein. All the outstanding
shares of Common Stock of the Company have been, and as of the Closing Date and
the Additional Closing Date, as the case may be, will be, duly authorized and
validly issued, are fully paid and nonassessable and are free of any preemptive
or similar rights; except as set forth in the Prospectus or pursuant to
Permitted


                                       8



Plans described in the Prospectus, the Company is not a party to or bound by any
outstanding options, warrants or similar rights to subscribe for, or contractual
obligations to issue, sell, transfer or acquire, any of its capital stock or any
securities convertible into or exchangeable for any of such capital stock; the
Shares to be issued and sold to the Underwriters by the Company hereunder have
been duly authorized and, when issued and delivered to the Underwriters against
full payment therefor in accordance with the terms hereof will be validly
issued, fully paid and nonassessable and free of any preemptive or similar
rights; the capital stock of the Company conforms to the description thereof in
the Registration Statement and the Prospectus (or any amendment or supplement
thereto); and the delivery of certificates for the Shares being sold by the
Company against payment therefor pursuant to the terms of this Agreement will
pass valid title to the Shares being sold by the Company, free and clear of any
claim, encumbrance or defect in title, to the several Underwriters purchasing
such shares in good faith and without notice of any lien, claim or encumbrance.
Any certificates issued for the Shares being sold by the Company will be in
valid and sufficient form.

                  (f) The only direct or indirect subsidiaries of the Company
are as set forth on Schedule II to this Agreement (each a "Subsidiary", and
together, the "Subsidiaries"). Each of the Company and its Subsidiaries is a
corporation duly organized and validly existing as a corporation in good
standing under the laws of the state of its incorporation with full corporate
power and authority to own, lease and operate its properties and to conduct its
business as presently conducted and as described in the Registration Statement
and the Prospectus (and any amendment or supplement thereto). Each of the
Company and its Subsidiaries is duly registered and qualified to conduct its
business and is in good standing in each jurisdiction or place where the nature
of its properties or the conduct of its business requires such registration or
qualification, except where the failure to so register or qualify has not had or
will not have a material adverse effect on the condition (financial or other),
business, properties, net worth, results of operations or prospects of the
Company and its Subsidiaries, taken as a whole (a "Material Adverse Effect").
The Company is duly registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC"). The deposit accounts of Mercantile
Bank of West Michigan (the "Bank") are insured by the Bank Insurance Fund
administered by the Federal Deposit Insurance Corporation (the "FDIC") up to the
maximum amount provided by law, and no proceedings for the modification,
termination or revocation of any such insurance are pending or, to the knowledge
of the Company, threatened.

                  (g) The issued shares of capital stock of each of the
Company's Subsidiaries have been duly authorized and validly issued, are fully
paid and nonassessable, except to the extent such shares may be deemed
assessable under 12 U.S.C. 1831o or under applicable state banking laws, and are
owned, directly or indirectly, by the Company free and clear of any security
interests, liens, encumbrances, equities or claims. The Company does not have
any Subsidiaries and does not own a material interest in or control, directly or
indirectly, any other corporation, partnership, joint venture, association,
trust or other business organization, except as set forth on Schedule II
attached hereto.

                  (h) There are no legal or governmental proceedings pending or,
to the best knowledge of the Company, threatened, against the Company or its
Subsidiaries or to which the Company or its Subsidiaries or any of their
properties are subject, that are required to be described in the Registration
Statement or the Prospectus (or any amendment or supplement


                                       9


thereto) but are not described as required. Except as described in the
Prospectus, there is no action, suit, inquiry, proceeding or investigation by or
before any court or governmental or other regulatory or administrative agency or
commission pending or, to the best knowledge of the Company, threatened, against
or involving the Company or its Subsidiaries, which would reasonably be expected
individually or in the aggregate to prevent or adversely affect the transactions
contemplated by this Agreement or result in a Material Adverse Effect, nor to
the Company's knowledge, is there any basis for any such action, suit, inquiry,
proceeding or investigation. There are no agreements, contracts, indentures,
leases or other instruments that are required to be described in the
Registration Statement or the Prospectus (or any amendment or supplement
thereto) or to be filed as an exhibit to the Registration Statement that are not
described, filed or incorporated by reference in the Registration Statement and
the Prospectus as required by the Act. All such contracts to which the Company
or any of its Subsidiaries is a party have been duly authorized, executed and
delivered by the Company or the applicable Subsidiary, constitute valid and
binding agreements of the Company or the applicable Subsidiary and are
enforceable by the Company or the applicable Subsidiary in accordance with the
terms thereof, except as enforceability thereof may be limited by (i) the
application of bankruptcy, reorganization, insolvency and other laws affecting
creditors' rights generally and (ii) equitable principles being applied at the
discretion of a court before which any proceeding may be brought, and except
where the failure to be enforceable would not have a Material Adverse Effect.
Neither the Company nor the applicable Subsidiary has received notice or been
made aware that any other party is in breach of or default to the Company under
any of such contracts.

                  (i) Neither the Company nor any of its Subsidiaries is (i) in
violation of (A) its articles of incorporation or bylaws, or other
organizational documents, (B) any federal, state or local statute, law,
ordinance, administrative or governmental rule or regulation as now in effect
and applicable to the Company or any of its Subsidiaries, or (C) any decree of
any court or governmental agency or body having jurisdiction over the Company or
any of its Subsidiaries, where in any such case under (B) or (C) the violation
would have a Material Adverse Effect; or (ii) in breach of or default in any
material respect in the performance of any obligation, agreement or condition
contained in (A) any bond, debenture, note or any other evidence of indebtedness
or (B) any agreement, indenture, lease or other instrument (each of (A) and (B),
an "Existing Instrument") to which the Company or any of its Subsidiaries is a
party or by which any of their properties may be bound, which breach or default
would have a Material Adverse Effect; and there does not exist any state of
facts that constitutes an event of default on the part of the Company or any of
its Subsidiaries as defined in such documents that would have a Material Adverse
Effect, or that, with notice or lapse of time or both, would constitute such an
event of default. Neither the Company nor any non-banking Subsidiary engages
directly or indirectly in any activity prohibited by the Board of Governors of
the Federal Reserve System (the "FRB") or the BHC Act or the regulations
promulgated thereunder. Neither the Company nor any Subsidiary is subject to a
directive from the Commission, the FDIC, the FRB, Michigan Banking Regulators or
any other governmental authority to make any material changes in the method of
conducting its business and no such directive is pending or threatened by such
authorities.

                  (j) The Company's execution and delivery of this Agreement and
the performance by the Company of its obligations under this Agreement have been
duly and validly authorized by the Company and has been duly executed and
delivered by the Company, and this


                                       10


Agreement constitutes a valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, except to the
extent enforceability may be limited by (i) the application of bankruptcy,
reorganization, insolvency and other laws affecting creditors' rights generally
and (ii) equitable principles being applied at the discretion of a court before
which any proceeding may be brought, except as rights to indemnity and
contribution hereunder may be limited by federal or state securities laws, rules
of the Commission or public policy.

                  (k) None of the issuance and sale of the Shares by the
Company, the execution, delivery or performance of this Agreement by the Company
nor the consummation by the Company of the transactions contemplated hereby (i)
requires any consent, approval, authorization or other order of or registration
or filing with, any court, regulatory body, administrative agency or other
governmental body, agency or official (except such as may be required for the
registration of the Shares under the Act, the listing of the Shares for trading
on NASDAQ, the registration of the Common Stock under the Exchange Act and the
rules and regulations of the Commission thereunder and compliance with the
securities or Blue Sky laws of various jurisdictions, all of which will be, or
have been, effected in accordance with this Agreement and except for the NASD's
clearance of the underwriting terms of the offering contemplated hereby as
required under the NASD's Rules of Fair Practice), (ii) conflicts with or will
conflict with or constitutes or will constitute a breach of, or a default under,
the Company's articles of incorporation or the Company's bylaws or any
agreement, indenture, lease or other instrument to which the Company or any of
its Subsidiaries is a party or by which any of its properties may be bound,
(iii) violates any statute, law, regulation, ruling, filing, judgment,
injunction, order or decree applicable to the Company or any of its Subsidiaries
or any of their properties, or (iv) results in a breach of, or default under, or
results in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any of its Subsidiaries pursuant to, or
requires the consent of any other party to, any Existing Instrument, except for
such conflicts, breaches, defaults, liens, charges or encumbrances that will
not, individually or in the aggregate, result in a Material Adverse Effect.

                  (l) Except as described in the Prospectus, and except pursuant
to Permitted Plans described in the Prospectus, neither the Company nor any of
its Subsidiaries has outstanding and at the Closing Date and the Additional
Closing Date, as the case may be, will have outstanding any options to purchase,
or any warrants to subscribe for, or any securities or obligations convertible
into, or any contracts or commitments to issue or sell, any shares of Common
Stock or any such warrants or convertible securities or obligations. No holder
of securities of the Company has rights to the registration of any securities of
the Company as a result of or in connection with the filing of the Registration
Statement or the consummation of the transactions contemplated hereby that have
not been satisfied or heretofore waived in writing.

                  (m) Crowe Chizek and Company LLC, the certified public
accountants who have certified the financial statements (including the related
notes thereto and supporting schedules) filed as part of the Registration
Statement and the Prospectus (or any amendment or supplement thereto), are
independent public accountants as required by the Act and the Exchange Act. The
Company has not engaged Crowe Chizek and Company LLC to provide any services to
the Company that are impermissible under the Exchange Act, except to as
permissible under the Exchange Act at the time such services were provided. All
such services have been approved by


                                       11


the Audit Committee of the Company's Board of Directors or one of its members
duly authorized by the Audit Committee, as required by the Exchange Act.

                  (n) The financial statements, together with related schedules
and notes, included in the Registration Statement and the Prospectus (and any
amendment or supplement thereto), present fairly the financial condition,
results of operations, cash flows and changes in financial position of the
Company on the basis stated in the Registration Statement at the respective
dates or for the respective periods to which they apply; such statements and
related schedules and notes have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as disclosed therein; and the other financial and statistical
information and data set forth in the Registration Statement and Prospectus (and
any amendment or supplement thereto) is accurately presented and prepared on a
basis consistent with such financial statements and the books and records of the
Company.

                  (o) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), subsequent to the
respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement thereto), (i)
neither the Company nor any of its Subsidiaries has incurred any material
liabilities or obligations, indirect, direct or contingent, or entered into any
transaction that is not in the ordinary course of business, (ii) neither the
Company nor any of its Subsidiaries has sustained any material loss or
interference with its business or properties from fire, flood, windstorm,
accident or other calamity, whether or not covered by insurance, (iii) neither
the Company nor any of its Subsidiaries has paid or declared any dividends or
other distributions with respect to its capital stock and the Company is not in
default under the terms of any class of capital stock of the Company or any
outstanding debt obligations, (iv) there has not been any change in the
authorized or outstanding capital stock of the Company except changes to the
outstanding capital stock made as a result of the issuance of stock pursuant to
Permitted Plans as described in the Prospectus, or any material change in the
indebtedness of the Company (other than in the ordinary course of business) and
(v) there has not been any material adverse change, or any development involving
or that may reasonably be expected to result in a Material Adverse Effect, in
the condition (financial or otherwise), business, properties, net worth or
result of operations of the Company.

                  (p) All offers and sales of the Company's capital stock and
other debt or other securities prior to the date hereof were made in compliance
with or were the subject of an available exemption from the Act and all other
applicable state and federal laws or regulations, or any actions under the Act
or any state or federal laws or regulations in respect of any such offers or
sales are effectively barred by effective waivers or statutes of limitation.

                  (q) The Common Stock (including the Shares) is registered
pursuant to Section 12(g) of the Exchange Act and is listed for quotation on
NASDAQ under the symbol "MBWM", and the Company has taken no action, nor has
failed to take any action, designed to, or likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act or
delisting the Common Stock from NASDAQ, nor has the Company received any
notification that the Commission or the NASD is contemplating terminating such
registration or listing.




                                       12


                  (r) The Company has not distributed and will not distribute,
and has not authorized the Underwriters to distribute, any offering material in
connection with the offering and sale of the Shares other than the Preliminary
Prospectus, the Prospectus or other offering material, if any, as permitted by
the Act.

                  (s) Other than excepted activity pursuant to Regulation M
under the Exchange Act, the Company has not taken and will not take, directly or
indirectly, any action that constituted, or any action designed to, or that
might reasonably be expected to cause or result in or constitute, under the Act
or otherwise, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares or for any other purpose.

                  (t) The Company and each of its Subsidiaries have filed all
tax returns required to be filed (other than certain state or local tax returns,
as to which the failure to file, individually or in the aggregate, would not
have a Material Adverse Effect), which returns are complete and correct, and
neither the Company nor any Subsidiary is in default in the payment of any taxes
that were payable pursuant to said returns or any assessments with respect
thereto. Except as disclosed in the Prospectus, all deficiencies asserted as a
result of any federal, state, local or foreign tax audits have been paid or
finally settled and no issue has been raised in any such audit that, by
application of the same or similar principles, reasonably could be expected to
result in a proposed deficiency for any other period not so audited. There are
no outstanding agreements or waivers extending the statutory period of
limitation applicable to any federal, state, local or foreign tax return for any
period. On the Closing Date and the Additional Closing Date, as the case may be,
all stock transfer and other taxes that are required to be paid in connection
with the sale of the shares to be sold by the Company to the Underwriters will
have been fully paid by the Company and all laws imposing such taxes will have
been complied with.

                  (u) Except as set forth in the Prospectus, there are no
transactions with "affiliates" (as defined in Rule 405 promulgated under the
Act) or any officer, director or security holder of the Company (whether or not
an affiliate) that are required by the Act to be disclosed in the Registration
Statement. Additionally, no relationship, direct or indirect, exists between the
Company or any of its Subsidiaries on the one hand, and the directors, officers,
shareholders, customers or suppliers of the Company or any Subsidiary on the
other hand that is required by the Act to be disclosed in the Registration
Statement and the Prospectus that is not so disclosed.

                  (v) The Company is not an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
investment company within the meaning of the Investment Company Act of 1940, as
amended.

                  (w) Each of the Company and its Subsidiaries has good and
valid title to all property (real and personal) described in the Prospectus as
being owned by it, free and clear of all liens, claims, security interests or
other encumbrances except as described in the Prospectus or as will not result
in a Material Adverse Effect to the use of the property or the conduct of the
business of the Company. All property (real and personal) held under lease by
the Company and its Subsidiaries is held by it under valid, subsisting and, to
the best knowledge of the Company, enforceable leases with only such exceptions
as in the aggregate are not materially burdensome


                                       13



and do not have or result in a Material Adverse Effect to the use of the
property or the conduct of the business of the Company.

                  (x) Except as otherwise disclosed in the Prospectus, each of
the Company and its Subsidiaries has all permits, licenses, franchises,
approvals, consents and authorizations of governmental or regulatory authorities
(hereinafter "permit" or "permits") as are necessary to own its properties and
to conduct its business in the manner described in the Prospectus, subject to
such qualifications as may be set forth in the Prospectus, except where the
failure to have obtained any such permit has not had and will not have a
Material Adverse Effect; each of the Company and its Subsidiaries has operated
and is operating its business in material compliance with and not in material
violation of all of its obligations with respect to each such permit, except
where the failure to be in compliance or such a material violation has not had
and will not have a Material Adverse Effect.

                  (y) The Company and its Subsidiaries maintain a system of
internal accounting controls and disclosure controls and procedures sufficient
to provide reasonable assurances that (i) transactions are executed in
accordance with management's general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets, (iii) access to assets is permitted only in
accordance with management's general or specific authorizations, (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences, and (v) information and financial data required to be disclosed in
the reports the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
Commission's rules and forms.

                  (z) Neither the Company nor any of its Subsidiaries, nor, to
the Company's knowledge, any employee or agent of the Company or any of its
Subsidiaries, has, directly or indirectly, (i) made any unlawful contribution to
any candidate for political office, or failed to disclose fully any contribution
in violation of law or (ii) made any payment to any federal, state, local or
foreign governmental official, or other person charged with similar public or
quasi-public duties, other than payments required or permitted by the laws of
the United States or any jurisdiction thereof or applicable foreign
jurisdictions.

                  (aa) Except as otherwise disclosed in the Prospectus, each of
the Company and its Subsidiaries owns and has full right, title and interest in
and to, or has valid licenses to use, each material trade name, trademark,
service mark, patent, copyright, approval, trade secret and other similar rights
(collectively "Intellectual Property") under which the Company and its
Subsidiaries conduct all or any material part of its business, and the Company
has not created any lien or encumbrance on, or granted any right or license with
respect to, any such Intellectual Property except where the failure to own, have
full right, title or interest, or obtain a license or right to use any such
Intellectual Property has not and will not have a Material Adverse Effect; there
is no claim pending against the Company or its Subsidiaries with respect to any
Intellectual Property and the Company and its Subsidiaries have not received
notice or otherwise become aware that any material Intellectual Property that it
uses or has used in the conduct of its business infringes upon or conflicts with
the rights of any third party, where such infringement of conflict will have a
Material Adverse Effect.




                                       14


                  (bb) The Company has procured Lock-Up Agreements, in
substantially the form of Exhibit A attached hereto, from each of the Company's
executive officers and directors.

                  (cc) Except as described in the Prospectus, to the Company's
knowledge, no officer or director of the Company has a direct or indirect
affiliation or association with any member of the NASD.

                  (dd) Except as otherwise disclosed in the Prospectus, the
Company and each of its Subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which it is engaged. The Company
and the Bank maintain insurance of the types and in the amounts required by the
rules and regulations of the FRB and by Michigan banking regulations. Neither
the Company nor any of its Subsidiaries has reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business at a comparable cost.

                  (ee) Except as otherwise disclosed in the Prospectus, the
Company and its Subsidiaries are (i) in compliance with any and all applicable
federal, state, local and foreign laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii)
have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii)
are in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with
the terms and conditions of such permits, licenses or other approvals would not,
individually or in the aggregate, have a Material Adverse Effect. Except as set
forth in the Prospectus, neither the Company nor any of its Subsidiaries has
been named as a "potentially responsible party" under the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended.
Neither the Company nor any of its Subsidiaries owns, leases or occupies any
property that appears on any list of hazardous sites compiled by any state or
local governmental agency.

                  (ff) Except as otherwise disclosed in the Prospectus, the
Company and its Subsidiaries and any "employee benefit plan" (as defined under
the Employee Retirement Income Security Act of 1974, as amended, and the
regulations and published interpretations thereunder (collectively, "ERISA"))
established or maintained by the Company, its Subsidiaries or their "ERISA
Affiliates" (as defined below) are in compliance in all material respects with
ERISA and all other applicable state and federal laws. "ERISA Affiliate" means,
with respect to the Company or a Subsidiary, any member of any group or
organization described in Sections 414(b), (c), (m) or (o) of the Code of which
the Company or such Subsidiary is a member. No "reportable event" (as defined in
ERISA) has occurred or is reasonably expected to occur with respect to any
"employee benefit plan" established or maintained by the Company, its
Subsidiaries or any of their ERISA Affiliates. No "employee benefit plan"
established or maintained by the Company, its Subsidiaries or any of their ERISA
Affiliates, if such "employee benefit plan" were terminated, would have any
"amount of unfunded benefit liabilities" (as defined in ERISA). Neither the
Company, its Subsidiaries nor any of their ERISA Affiliates has incurred or
reasonably expects to incur any liability under (i) Title IV of ERISA with
respect to


                                       15



termination of, or withdrawal from, any "employee benefit plan" or (ii) Sections
412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan" established
or maintained by the Company, its Subsidiaries or any of their ERISA Affiliates
that is intended to be qualified under Section 401(a) of the Code is so
qualified and nothing has occurred, whether by action or failure to act, that
would cause the loss of such qualification.

         7. Expenses. Whether or not the transactions contemplated hereby are
consummated or this Agreement becomes effective or is terminated, the Company
agrees to pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement and the
Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof and of any Preliminary Prospectus to the Underwriters and
dealers; (ii) the printing and delivery (including postage, air freight charges
and charges for counting and packaging) of such copies of the Registration
Statement, the Prospectus, each Preliminary Prospectus, the Blue Sky memoranda,
the Master Agreement Among Underwriters, this Agreement, the Selected Dealers
Agreement and all amendments or supplements to any of them as may be reasonably
requested for use in connection with the offering and sale of the Shares; (iii)
consistent with the provisions of Section 5.1(f), all expenses in connection
with the qualification of the Shares for offering and sale under state
securities laws or Blue Sky laws, including reasonable attorneys' fees and
out-of-pocket expenses of the counsel for the Underwriters in connection
therewith; (iv) the filing fees incident to securing any required review by the
NASD of the fairness of the terms of the sale of the Shares and the reasonable
fees and disbursements of the Underwriters' counsel relating thereto; (v) the
fees and expenses associated with listing the Shares on NASDAQ; (vi) the cost of
preparing stock certificates; (vii) the costs and charges of any transfer agent
or registrar; (viii) the cost of the tax stamps, if any, in connection with the
issuance and delivery of the Shares to the respective Underwriters; (ix) all
other fees, costs and expenses referred to in Item 14 of the Registration
Statement; and (x) the transportation, lodging, graphics and other expenses
incidental to the Company's preparation for and participation in the "roadshow"
for the offering contemplated hereby. Except as provided in this Section 7 and
in Section 8 hereof, the Underwriters shall pay their own expenses, including
the fees and disbursements of their counsel. In addition, in the event that the
proposed offering is terminated for the reasons set forth in Section 5.1(i)
hereof, the Company agrees to reimburse the Underwriters as provided in Section
5.1(i).

         8. Indemnification and Contribution. Subject to the limitations in this
paragraph below, the Company agrees to indemnify and hold harmless you and each
other Underwriter, the directors, officers, employees and agents of each
Underwriter, and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages, liabilities and expenses, including
reasonable costs of investigation and attorneys' fees and expenses
(collectively, "Damages") arising out of or based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in any Preliminary
Prospectus or in the Registration Statement or the Prospectus or in any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading, except to the extent that any such
Damages arise out of or are based upon an


                                       16


untrue statement or omission or alleged untrue statement or omission that has
been made therein or omitted therefrom in reliance upon and in conformity with
the information furnished in writing to the Company by or on behalf of any
Underwriter through you or your counsel, expressly for use in connection
therewith or (ii) any inaccuracy in or breach of the representations and
warranties of the Company contained herein or any failure of the Company to
perform its obligations hereunder or under law; provided, however, that with
respect to any untrue statement or omission made in any Preliminary Prospectus,
the indemnity agreement contained in this paragraph shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter or to any officer, director, employee or agent of any Underwriter)
from whom the person asserting any such Damages purchased the Shares concerned
if both (A) a copy of the Prospectus was not sent or given to such person at or
prior to the written confirmation of the sale of such Shares to such person as
required by the Act and (B) the untrue statement or omission in the Preliminary
Prospectus was corrected in the Prospectus. This indemnification shall be in
addition to any liability that the Company may otherwise have.

         In addition to its other obligations under this Section 8, the Company
agrees that, as an interim measure during the pendency of any claim, action,
investigation, inquiry or other proceeding arising out of or based upon any
statement or omission, or any inaccuracy in the representations and warranties
of the Company herein or failure to perform its obligations hereunder, all as
set forth in this Section 8, the party against whom indemnification is being
sought will reimburse each Underwriter on a monthly basis for all reasonable
legal or other out-of-pocket expenses incurred in connection with investigating
or defending any such claim, action, investigation, inquiry or other proceeding
(to the extent documented by reasonably itemized invoices therefor),
notwithstanding the absence of a judicial determination as to the propriety and
enforceability of the obligation of the Company to reimburse each Underwriter
for such expenses and the possibility that such payments might later be held to
have been improper by a court of competent jurisdiction. To the extent that any
such interim reimbursement payment is so held to have been improper, each
Underwriter shall promptly return it to the person(s) from whom it was received.
Any such interim reimbursement payments that are not made to the Underwriters
within 30 days of a request for reimbursement shall bear interest compounded
daily at a rate determined on the basis of the base lending rate announced from
time to time by The Wall Street Journal from the date of such request.

         If any action or claim shall be brought against any Underwriter or any
person controlling any Underwriter in respect of which indemnity may be sought
against the Company, such Underwriter or such controlling person shall promptly
notify in writing the party(s) against whom indemnification is being sought (the
"indemnifying party" or "indemnifying parties"), and such indemnifying party(s)
shall assume the defense thereof, including the employment of counsel reasonably
acceptable to such Underwriter or such controlling person and the payment of all
reasonable fees of and expenses incurred by such counsel. Such Underwriter or
any such controlling person shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Underwriter or such
controlling person, unless (i) the indemnifying party(s) has (have) agreed in
writing to pay such fees and expenses, (ii) the indemnifying party(s) has (have)
failed to assume the defense and employ counsel reasonably acceptable to the
Underwriter or such controlling person or (iii) the named parties to any such
action (including any impleaded parties) include both such Underwriter or such
controlling person and the indemnifying party(s),


                                       17



and such Underwriter or such controlling person shall have been advised by its
counsel that one or more legal defenses may be available to the Underwriter that
may not be available to the Company, or that representation of such indemnified
party and any indemnifying party(s) by the same counsel would be inappropriate
under applicable standards of professional conduct (whether or not such
representation by the same counsel has been proposed) due to actual or potential
differing interests between them (in which case the indemnifying party(s) shall
not have the right to assume the defense of such action on behalf of such
Underwriter or such controlling person (but the Company shall not be liable for
the fees and expenses of more than one counsel for the Underwriters and such
controlling persons)). The indemnifying party(s) shall not be liable for any
settlement of any such action effected without its (their several) written
consent, but if settled with such written consent, or if there be a final
judgment for the plaintiff in any such action, the indemnifying party(s)
agree(s) to indemnify and hold harmless any Underwriter and any such controlling
person from and against any loss, claim, damage, liability or expense by reason
of such settlement or judgment, but in the case of a judgment only to the extent
stated in the first paragraph of this Section 8.

         Each Underwriter agrees, severally and jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and any person who controls the Company within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, to the same extent as the
foregoing several indemnity from the Company to each Underwriter, but only with
respect to information furnished in writing by or on behalf of such Underwriter
through you or your counsel expressly for use in the Registration Statement, the
Prospectus or any Preliminary Prospectus, or any amendment or supplement
thereto. If any action or claim shall be brought or asserted against the
Company, any of its directors, any of its officers or any such controlling
person based on the Registration Statement, the Prospectus or any Preliminary
Prospectus, or any amendment or supplement thereto, and in respect of which
indemnity may be sought against any Underwriter pursuant to this paragraph, such
Underwriter shall have the rights and duties given to the Company by the
immediately preceding paragraph (except that if the Company shall have assumed
the defense thereof such Underwriter shall not be required to do so, but may
employ separate counsel therein and participate in the defense thereof, but the
fees and expenses of such counsel shall be at such Underwriter's expense), and
the Company, its directors, any such officers and any such controlling persons,
shall have the rights and duties given to the Underwriters by the immediately
preceding paragraph.

         In any event, the Company will not, without the prior written consent
of the Representative, settle or compromise or consent to the entry of any
judgment in any proceeding or threatened claim, action, suit or proceeding in
respect of which the indemnification may be sought hereunder (whether or not the
Representative or any person who controls the Representative within the meaning
of Section 5 of the Act or Section 20 of the Exchange Act is a party to such
claim, action, suit or proceeding) unless such settlement, compromise or consent
includes an unconditional release of all Underwriters and such controlling
persons from all liability arising out of such claim, action, suit or
proceeding.

         If the indemnification provided for in this Section 8 is unavailable or
insufficient for any reason whatsoever to an indemnified party in respect of any
Damages referred to herein, then an indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Damages (i) in such


                                       18


proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand, and the Underwriters on the other hand, from the
offering and sale of the Shares or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative and several fault of the Company on the one hand, and the
Underwriters on the other hand, in connection with the statements or omissions
that resulted in such Damages as well as any other relevant equitable
considerations. The relative and several benefits received by the Company on the
one hand, and the Underwriters on the other hand, shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus; provided that, in the event that the
Underwriters shall have purchased any Additional Shares hereunder, any
determination of the relative benefits received by the Company or the
Underwriters from the offering of the Shares shall include the net proceeds
(before deducting expenses) received by the Company and the underwriting
discounts and commissions received by the Underwriters, from the sale of such
Additional Shares, in each case computed on the basis of the respective amounts
set forth in the notes to the table on the cover page of the Prospectus. The
relative fault of the Company on the one hand, and the Underwriters on the other
hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand, or by the Underwriters on the other hand and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8 was determined by a pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the Damages
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required to contribute any amount in excess
of the amount of the underwriting commissions received by such underwriter in
connection with the Shares underwritten by it and distributed to the public. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 8 are several in proportion to the
respective numbers of Firm Shares set forth opposite their names in Schedule I
hereto (or such numbers of Firm Shares increased as set forth in Section 10
hereof) and not joint.

         Notwithstanding the second paragraph of this Section 8, any Damages for
which an indemnified party is entitled to indemnification or contribution under
this Section 8 shall be paid by the indemnifying party to the indemnified party
as Damages are incurred after receipt of reasonably itemized invoices therefor.
The indemnity, contribution and reimbursement agreements contained in this
Section 8 and the representations and warranties of the Company


                                       19



set forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Underwriter or
any person controlling any Underwriter, the Company, its directors or officers
or any person controlling the Company, (ii) acceptance of any Shares and payment
therefor hereunder and (iii) any termination of this Agreement. A successor to
any Underwriter or any person controlling any Underwriter, or to the Company,
its directors or officers or any person controlling the Company, shall be
entitled to the benefits of the indemnity, contribution and reimbursement
agreements contained in this Section 8.

         It is agreed that any controversy arising out of the operation of the
interim reimbursement arrangements set forth in the second paragraph of this
Section 8, including the amounts of any requested reimbursement payments and the
method of determining such amounts, shall be settled by arbitration conducted
pursuant to the Code of Arbitration Procedure of the NASD. Any such arbitration
must be commenced by service of a written demand for arbitration or written
notice of intention to arbitrate, therein electing the arbitration tribunal. In
the event the party demanding arbitration does not make such designation of an
arbitration tribunal in such demand or notice, then the party responding to said
demand or notice is authorized to do so. Such an arbitration would be limited to
the operation of the interim reimbursement provisions contained in the second
and fourth paragraphs of this Section 8, and would not resolve the ultimate
propriety or enforceability of the obligation to reimburse expenses that is
created by the provisions of the second paragraph of this Section 8.

         9. Conditions of Underwriters' Obligations. The several obligations of
the Underwriters to purchase the Firm Shares hereunder are subject to the
following conditions:

                  (a) The Registration Statement shall have become effective not
later than 12:00 noon, New York City time, on the date hereof, or at such later
date and time as shall be consented to in writing by the Representative, and all
filings required by Rules 424(b), 430A and 462 under the Act shall have been
timely made.

                  (b) You shall be reasonably satisfied that since the
respective dates as of which information is given in the Registration Statement
and Prospectus, (i) there shall not have been any change in the capital stock of
the Company other than pursuant to Permitted Plans described in the Prospectus
or any material change in the indebtedness (other than in the ordinary course of
business) of the Company, (ii) except as set forth or contemplated by the
Registration Statement or the Prospectus, no material oral or written agreement
or other transaction shall have been entered into by the Company that is not in
the ordinary course of business or that could reasonably be expected to result
in a material reduction in the future earnings of the Company, (iii) no loss or
damage (whether or not insured) to the property of the Company shall have been
sustained that had or could reasonably be expected to have a Material Adverse
Effect, (iv) no legal or governmental action, suit or proceeding affecting the
Company or any of its properties that is material to the Company or that affects
or could reasonably be expected to affect the transactions contemplated by this
Agreement shall have been instituted or threatened and (v) there shall not have
been any material change in the condition (financial or otherwise), business,
management, results of operations or prospects of the Company or its
Subsidiaries that makes it impractical or inadvisable in your judgment to
proceed with the public offering or purchase of the Shares as contemplated
hereby.




                                       20



                  (c) You shall have received on the Closing Date (and the
Additional Closing Date, if any) an opinion of Dickinson Wright PLLC, counsel to
the Company, substantially to the effect that:

                           (i) The Company has been duly incorporated and 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
         BHC Act. Each of Mercantile Bank of West Michigan, Mercantile Bank
         Mortgage Company, Mercantile BIDCO, Inc. and Mercantile Insurance
         Center, Inc. (the "Michigan Subsidiaries") is validly existing and in
         good standing under the laws of the State of Michigan. To our
         knowledge, neither the Company nor any of the Michigan Subsidiaries is
         qualified to transact business in any jurisdiction other than the State
         of Michigan. Each of the Company and the Michigan Subsidiaries has full
         corporate power and authority to own or lease its properties and to
         conduct its business as such business is described in the Prospectus.
         To our knowledge, all outstanding shares of capital stock of each of
         the Michigan Subsidiaries have been duly authorized and validly issued
         and are fully paid and nonassessable except to the extent such shares
         of capital stock of the Bank may be deemed assessable under 12 U.S.C.
         Section 1831o, or Sections 3803 and 3807 of the Michigan Banking Code,
         and are owned by the Company directly or indirectly through one or more
         subsidiaries, free and clear of any perfected security interest or any
         other lien, adverse claim, equity or other encumbrance and, to our
         knowledge, except as disclosed in the Prospectus, there are no
         outstanding rights, options or warrants to purchase any such shares or
         securities convertible into or exchangeable for any such shares. MBWM
         Capital Trust I (the "Trust") is not required to be authorized to
         transact business in the State of Michigan in order to engage in the
         activities contemplated in the Amended and Restated Trust Agreement
         dated as of September 17, 1999 (the "Trust Agreement"). To our
         knowledge, all of the issued and outstanding common securities of the
         Trust are owned by the Company, free and clear of any perfected
         security interest or any other lien, adverse claim, equity or other
         encumbrance. To our knowledge, the Trust is not a party to or otherwise
         bound by any agreement other than those contemplated by the Trust
         Agreement.

                           (ii) The authorized capital stock of the Company as
         of June 30, 2003, is as set forth under the caption "Capitalization" in
         the Prospectus. To our knowledge, the capital stock of the Company
         outstanding immediately prior to the issuance of the Shares has been
         duly authorized and validly issued, and is fully paid and
         nonassessable, and to our knowledge, is not subject to any preemptive
         or similar rights to subscribe for or purchase any Shares upon the
         issuance thereof by the Company. The form of certificates which may be
         used to evidence the Shares has been approved by the Company and is in
         due and proper form and complies with all applicable requirements. To
         our knowledge, there are no outstanding rights, options or warrants to
         purchase, no other outstanding securities convertible into or
         exchangeable for, and no commitments, existing approved plans or
         arrangements to issue, any shares of capital stock of the Company
         except as described in or contemplated by the Prospectus or pursuant to
         [__________] (the "Company Plans") described in the Prospectus.

                           (iii) All necessary corporate action required to be
         taken by the Company for the authorization, issuance, sale and delivery
         of the Shares in accordance


                                       21



         with the terms and conditions set forth in this Underwriting Agreement
         have been duly authorized, validly and sufficiently taken. The Shares
         have been duly and validly authorized, and when issued and sold in
         accordance with this Underwriting Agreement, the Shares will be fully
         paid and nonassessable. The Common Stock of the Company has been
         approved for quotation on NASDAQ, and no further action is required to
         render the Shares eligible for trading therein upon issuance. There are
         no preemptive or, except pursuant to Company Plans, other rights to
         subscribe for or to purchase, and other than as disclosed in the
         Prospectus, no restrictions upon the voting or transfer of, any shares
         of capital stock or equity securities of the Company or the Michigan
         Subsidiaries pursuant to the articles of incorporation or by-laws of
         the Company or the Michigan Subsidiaries, or, to our knowledge, any
         agreement or other instrument to which either the Company or any of the
         Michigan Subsidiaries is a party or by which either the Company or any
         of the Michigan Subsidiaries may be bound; except those restrictions
         set forth in sections [___________] of the Subordinated Indenture,
         dated as of September 17, 1999, between the Company as issuer and
         Wilmington Trust Company as trustee, relating to the Company's 9.60%
         junior subordinated debentures due 2029.

                           (iv) The Company has all requisite corporate power to
         enter into and perform its obligations under this Underwriting
         Agreement and to issue, sell and deliver the Shares to be sold by it to
         the Underwriters as provided herein, and this Underwriting Agreement
         has been duly and validly authorized, executed and delivered by the
         Company.

                           (v) To our knowledge, neither the Company nor any of
         the Michigan Subsidiaries is in violation of its respective articles of
         incorporation or by-laws, to the extent, in each case, that any
         violation would reasonably be expected to have a material adverse
         effect on the Company and the Subsidiaries taken as a whole. The
         execution, delivery and performance by the Company of this Underwriting
         Agreement and the consummation of the transactions contemplated by this
         Underwriting Agreement (a) do not violate the respective articles of
         incorporation and by-laws of the Company or the Michigan Subsidiaries,
         and (b) to our knowledge, will not result in the imposition of any
         lien, charge, encumbrance or restriction upon any property or assets of
         the Company or the Michigan Subsidiaries, or constitute a breach of or
         default under, with or without notice or lapse of time or both, any
         material contract, indenture, mortgage, deed of trust, loan or credit
         agreement, note, lease, or other agreement known to us, to which the
         Company or any Michigan Subsidiary is a party or by which any of their
         respective properties is bound, or to our knowledge, constitute a
         violation of any order, decree, judgment, 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 Michigan Subsidiaries, or any of their
         respective properties, to the extent, in each case, that any such
         violation, conflict, default or lien would reasonably be expected to
         have a material adverse effect on the Company and the Subsidiaries
         taken as a whole. To our knowledge, the execution and delivery of this
         Underwriting Agreement by the Company and the sale of the Shares by the
         Company to the Underwriters as contemplated by this Underwriting
         Agreement does not constitute a violation of any laws applicable to the
         Company.




                                       22


                           (vi) To our knowledge, holders of securities of the
         Company either do not have any right that, if exercised, would require
         the Company to cause such securities to be included in the Registration
         Statement or have waived such right. To our knowledge, the Company is
         not a party to any agreement or other instrument which grants rights
         for or relating to the registration of any securities of the Company.

                           (vii) Except as set forth in the Registration
         Statement and the Prospectus, and to our knowledge, (i) no action,
         suit, investigation or proceeding at law or in equity is pending or
         threatened in writing to which the Company, the Michigan Subsidiaries
         or the Trust is or is threatened to be made a party, and (ii) no
         action, suit or proceeding is pending or threatened in writing against
         or affecting the Company, the Michigan Subsidiaries or the Trust or any
         of their respective properties, 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 is reasonably expected and would have a material adverse effect
         on the consummation of this Underwriting Agreement or the issuance and
         sale of the Shares as contemplated by this Underwriting Agreement or
         the financial condition, earnings, affairs, business, or results of
         operations of the Company and the Subsidiaries on a consolidated basis
         or which is required to be disclosed in the Registration Statement or
         the Prospectus and is not so disclosed.

                           (viii) No authorization, approval, consent or order
         of or filing, registration or qualification with any person, court,
         governmental body, agency or authority is required in connection with
         the transactions contemplated by the Underwriting Agreement, the
         Registration Statement and the Prospectus, except such as have been
         obtained under the Act, the Exchange Act, or state securities laws, and
         except such as may be required under Interpretations or Rules of the
         NASD in connection with the purchase and distribution of the Shares by
         the Underwriters and from or with NASDAQ relating to the listing of the
         Shares.

                           (ix) The Registration Statement and the Prospectus
         and any amendments or supplements thereto (other than the financial
         statements or other financial data included therein or omitted
         therefrom and Underwriters' Information, as to which we express no
         opinion) comply as to form in all material respects with the
         requirements of the Act as of their respective dates of effectiveness
         or issuance; the conditions for the use by the Company of Form S-3 have
         been satisfied; and, as of the date they were filed with the
         Commission, the documents incorporated by reference into the Prospectus
         complied as to form in all material respects with the requirements of
         the Exchange Act.

                           (x) To our knowledge, there are no contracts,
         agreements, leases or other documents of a character required to be
         disclosed in the Registration Statement or Prospectus or to be filed as
         exhibits to the Registration Statement that are not so disclosed or
         filed.

                           (xi) The statements under the captions "Business --
         Regulation and Supervision" in the Company's Form 10-K for the fiscal
         year ended December 31, 2002, insofar as such statements constitute a
         summary of legal and regulatory matters,


                                       23



         documents or instruments referred to therein, are accurate descriptions
         of the matters purported to be summarized therein in all material
         respects and fairly present the information called for with respect to
         such legal matters, documents and instruments.

                           (xii) We have been orally advised by the staff of the
         Commission that the Registration Statement has become effective under
         the Act; any required filing of the Prospectus pursuant to Rule 424(b)
         under the Act has been made within the time period required by Rule
         424(b); to our knowledge, no stop order suspending the effectiveness of
         the Registration Statement has been issued and no proceedings for a
         stop order are pending or threatened by the Commission.

                           (xiii) Except as described in or contemplated by the
         Prospectus, to our knowledge, there are no contractual encumbrances or
         restrictions, or material legal restrictions required to be described
         therein on the legal right of (a) the Company or the Michigan
         Subsidiaries to pay dividends or make any other distributions on its
         capital stock or to pay indebtedness owed to the Company; (b) the Bank
         to make any loans or advances to, or investments in, the Company or (c)
         the Michigan Subsidiaries to transfer any of their property or assets
         to the Company.

                           (xiv) The Company is not and, after giving effect to
         the offering and sale of the Shares and the application of the proceeds
         thereof as described in the Prospectus, the Company will not be, an
         "investment company" as defined in the Investment Company Act of 1940.

                           (xv) To our knowledge: (a) the Company and the
         Michigan Subsidiaries possess all Permits that are required under the
         BHC Act, the Federal Deposit Insurance Act, the Michigan Banking Code,
         the Michigan Insurance Code, the Michigan BIDCO Act, the Michigan
         Mortgage Brokers, Lenders and Servicers Licensing Act and all rules and
         regulations, respectively promulgated under each such statute
         (collectively, "Permit Laws"), to conduct their respective businesses
         as described in the Prospectus and that are material to the Company and
         the Subsidiaries on a consolidated basis, except in those instances
         where the loss thereof or non-compliance therewith would not reasonably
         be expected to have a material adverse effect on the financial
         condition, earnings, affairs, business, or results of operations of the
         Company and the Subsidiaries on a consolidated basis; (b) all Permits
         referred to in clause (a) are valid and in full force and effect; and
         (c) no action, suit or proceeding is pending or overtly threatened
         which may lead to the revocation, termination, suspension or
         non-renewal of any Permit referred to in clause (a), except in those
         instances where the loss thereof or non-compliance therewith would not
         materially impair the ability of the Company or the Subsidiaries to
         conduct their respective businesses.

         In rendering such opinion, counsel may rely, to the extent they deem
such reliance proper, as to matters of fact upon certificates of officers of the
Company and of government officials. Copies of all such certificates shall be
furnished to you and your counsel on the Closing Date and the Additional Closing
Date, as the case may be.




                                       24


         In addition to the opinion set forth above, such counsel shall state
that during the course of his participation in the preparation of the
Registration Statement and the Prospectus and the amendments thereto, nothing
has come to the attention of such counsel that has caused him to believe that
the Registration Statement or the Prospectus or any amendment thereto (except
for the financial statements and other financial and accounting information
contained therein or omitted therefrom as to which no opinion need be
expressed), at the date thereof, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the Registration
Statement or the Prospectus as of the date of the opinion (except as aforesaid),
contains an untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.

                  (d) You shall have received on the Closing Date or Additional
Closing Date, as the case may be, an opinion of Vedder, Price, Kaufman &
Kammholz, P.C., as counsel for the Underwriters, dated the Closing Date or
Additional Closing Date, as the case may be, with respect to the issuance and
sale of the Shares, the Registration Statement and other related matters as you
may reasonably request, and the Company shall have furnished or shall cause to
have been furnished to your counsel such documents as they may reasonably
request for the purpose of enabling them to pass upon such matters.

                  (e) You shall have received letters addressed to you and dated
the date hereof and the Closing Date or the Additional Closing Date, as the case
may be, from (i) the firm of Crowe Chizek and Company LLC, independent certified
public accountants and (ii) the Chief Executive Officer and Chief Financial
Officer of the Company, substantially in the forms heretofore approved by you.

                  (f) (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued by the Commission and no
proceedings for that purpose shall be pending or, to the knowledge of the
Company, shall be threatened or contemplated by the Commission at or prior to
the Closing Date or Additional Closing Date, as the case may be; (ii) no order
suspending the effectiveness of the Registration Statement or the qualification
or registration of the Shares under the securities or Blue Sky laws of any
jurisdiction shall be in effect and no proceeding for such purpose shall be
pending or, to the knowledge of the Company, threatened or contemplated by the
authorities of any jurisdiction; (iii) any request for additional information on
the part of the staff of the Commission or any such authorities shall have been
complied with to the satisfaction of the staff of the Commission or such
authorities; (iv) after the date hereof, no amendment or supplement to the
Registration Statement or the Prospectus shall have been filed unless a copy
thereof was first submitted to you and your counsel and you and your counsel did
not object thereto in good faith; and (v) all of the representations and
warranties of the Company contained in this Agreement shall be true and correct
in all material respects (except for such representations and warranties
qualified by materiality, which representations and warranties shall be true and
correct in all respects) on and as of the date hereof and on and as of the
Closing Date or Additional Closing Date, as the case may be, as if made on and
as of the Closing Date or Additional Closing Date, as the case may be, and you
shall have received a certificate, dated the Closing Date and signed by the
chief executive officer and the chief financial officer of the Company (or such
other officers as are acceptable to you) to the effect set forth in this Section
9(f) and in Sections 9(b) and 9(g) hereof.




                                       25



                  (g) The Company shall not have failed in any material respect
at or prior to the Closing Date or the Additional Closing Date, as the case may
be, to have performed or complied with any of its agreements herein contained
and required to be performed or complied with by it hereunder at or prior to the
Closing Date or Additional Closing Date, as the case may be.

                  (h) The Company shall have furnished or caused to have been
furnished to you such further certificates and documents as you shall have
reasonably requested.

                  (i) At or prior to the Closing Date, you shall have received
the written Lock-Up Agreements from each of the Company's executive officers and
directors not to directly or indirectly (i) sell, offer or contract to sell or
otherwise dispose of or transfer any shares of Company Securities, whether now
owned or acquired after the date hereof, or with respect to which the power of
disposition is acquired after the date of the Prospectus, or file any
registration statement under the Act with respect to the foregoing or (ii) enter
into any swap or any other agreement that transfers, in whole or in part,
directly or indirectly, the economic consequences of ownership of Company
Securities whether any such swap or transaction is to be settled by delivery of
Company Securities, in cash or otherwise, other than as provided in such written
commitment, before the expiration of 90 days from the effective date of the
Registration Statement, without the prior written consent of Raymond James &
Associates, Inc.

                  (j) At or prior to the effective date of the Registration
Statement, you shall have received a letter from the Corporate Financing
Department of the NASD confirming that such Department has determined to raise
no objections with respect to the fairness or reasonableness of the underwriting
terms and arrangements of the offering contemplated hereby.

         All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to you and your counsel.

         The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the satisfaction on and as of the Additional
Closing Date of the conditions set forth in this Section 9, except that, if the
Additional Closing Date is other than the Closing Date, the certificates,
opinions and letters referred to in this Section 9 shall be dated as of the
Additional Closing Date and the opinions called for by paragraphs (c) and (d)
shall be revised to reflect the sale of Additional Shares.

         If any of the conditions hereinabove provided for in this Section 9
shall not have been satisfied when and as required by this Agreement, this
Agreement may be terminated by you by notifying the Company of such termination
in writing or by telegram at or prior to such Closing Date, but you shall be
entitled to waive any of such conditions.

         10. Effective Date of Agreement. This Agreement shall become effective
upon the later of (a) the execution and delivery hereof by the parties hereto
and (b) release of notification of the effectiveness of the Registration
Statement by the Commission; provided, however, that the provisions of Sections
7 and 8 shall at all times be effective.




                                       26



         11. Defaulting Underwriters. If any one or more of the Underwriters
shall fail or refuse to purchase Firm Shares that it or they have agreed to
purchase hereunder, and the aggregate number of Firm Shares that such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate number of the Firm Shares, each non-defaulting
Underwriter shall be obligated, severally, in the proportion in which the number
of Firm Shares set forth opposite its name in Schedule I hereto bears to the
aggregate number of Firm Shares set forth opposite the names of all
non-defaulting Underwriters or in such other proportion as you may specify in
the Agreement Among Underwriters, to purchase the Firm Shares that such
defaulting Underwriter or Underwriters agreed, but failed or refused to
purchase. If any Underwriter or Underwriters shall fail or refuse to purchase
Firm Shares and the aggregate number of Firm Shares with respect to which such
default occurs is more than one-tenth of the aggregate number of Firm Shares and
arrangements satisfactory to you and the Company for the purchase of such Firm
Shares are not made within 48 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company. In any such case that does not result in termination of this Agreement,
either you or the Company shall have the right to postpone the Closing Date, but
in no event for longer than seven (7) days, in order that the required changes,
if any, in the Registration Statement and the Prospectus or any other documents
or arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any such default
of any such Underwriter under this Agreement.

         12. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Company by notice to the Company, if prior to the Closing
Date or the Additional Closing Date (if different from the Closing Date and then
only as to the Additional Shares), as the case may be, in your sole judgment,
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or NASDAQ, (ii) trading in securities generally on the NYSE or NASDAQ
shall have been suspended or materially limited, or minimum or maximum prices
shall have been generally established on such exchange, or additional material
governmental restrictions, not in force on the date of this Agreement, shall
have been imposed upon trading in securities generally by any such exchange or
by order of the Commission or any court or other governmental authority, (iii) a
general moratorium on commercial banking activities shall have been declared by
either federal, Michigan or New York State authorities or (iv) there shall have
occurred any outbreak or escalation of hostilities or other international or
domestic calamity, crisis or change in political, financial or economic
conditions or other material event the effect of which on the financial markets
of the United States is such as to make it, in your judgment, impracticable or
inadvisable to market the Shares or to enforce contracts for the sale of the
Shares. Notice of such cancellation shall be promptly given to the Company and
its counsel by telegraph, telecopy or telephone and shall be subsequently
confirmed by letter.

         13. Information Furnished by the Underwriters. The Company acknowledges
that (i) the last paragraph on the cover page of the Prospectus and (ii) the
table following the first paragraph, and the third, tenth and eleventh
paragraphs and the twelve paragraph, except for the second sentence, under the
caption "Underwriting" in the Prospectus, constitute the only information
furnished by or on behalf of the Underwriters through you or on your behalf as
such information is referred to in Sections 6.1(a), 6.1(b) and 8 hereof.




                                       27



         14. Miscellaneous. Except as otherwise provided in Sections 5 and 12
hereof, notice given pursuant to any of the provisions of this Agreement shall
be in writing and shall be delivered

                           (i)    to the Company

                                  Mercantile Bank Corporation
                                  5560 Byron Center Ave., S.W.
                                  Wyoming, Michigan  49509
                                  Attention:  Gerald R. Johnson, Jr.

                                  with a copy to

                                  Dickinson Wright PLLC
                                  500 Woodward Avenue
                                  Suite 4000
                                  Detroit, Michigan  48226
                                  Attention:  Jerome M. Schwartz

                           (ii)   to the Underwriters

                                  Raymond James & Associates, Inc.
                                  550 West Washington
                                  Suite 1650
                                  Chicago, Illinois  60661
                                  Attention:  William E. Waldeck

                                  with a copy to

                                  Vedder, Price, Kaufman & Kammholz, P.C.
                                  222 North LaSalle Street
                                  Suite 2600
                                  Chicago, Illinois  60601-1003
                                  Attention:  Jennifer R. Evans

         This Agreement has been and is made solely for the benefit of the
several Underwriters, the Company and its directors and officers.

         15. Applicable Law; Counterparts. This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida without
reference to choice of law principles thereunder.

         This Agreement may be signed in various counterparts, which together
shall constitute one and the same instrument.

         This Agreement shall be effective when, but only when, at least one
counterpart hereof shall have been executed on behalf of each party hereto.




                                       28



         The Company and the Underwriters each hereby irrevocably waive any
right they may have to a trial by jury in respect to any claim based upon or
arising out of this Agreement or the transactions contemplated hereby.

         Please confirm that the foregoing correctly sets forth the agreement
among the Company and the several Underwriters.

                                         Very truly yours,

                                         MERCANTILE BANK CORPORATION



                                         ---------------------------------------
                                         Gerald R. Johnson, Jr.
                                         Chairman and Chief Executive Officer


CONFIRMED and AGREED as of the date first above
mentioned, on behalf of the Representative
and the other several Underwriters named in
Schedule I hereto.

RAYMOND JAMES & ASSOCIATES, INC.



By:
   ------------------------------------
     Authorized Representative



                                       29


                                   SCHEDULE I






                                                                                                       Number
                                   Name                                                              Firm Shares
                                   ----                                                              -----------
                                                                                                  
Raymond James & Associates, Inc...........................................................
Stifel, Nicolaus & Company, Incorporated..................................................
Oppenheimer & Co. Inc.....................................................................








                                                                                                      ---------
TOTAL:                                                                                                1,000,000
                                                                                                      =========









                                       30



                                   SCHEDULE II

                           SUBSIDIARIES OF THE COMPANY



                                                                             State or Jurisdiction of
                      Name                                                   Incorporation or Charter
                      ----                                                   ------------------------
                                                                          
Mercantile Bank of West Michigan                                                     Michigan
Mercantile Bank Mortgage Company                                                     Michigan
Mercantile BIDCO, Inc.                                                               Michigan
Mercantile Insurance Center, Inc.                                                    Michigan
MBWM Capital Trust I                                                                 Delaware























                                       31



                                    EXHIBIT A

September __, 2003


MERCANTILE BANK CORPORATION
5650 Byron Center Ave., S.W.
Wyoming, Michigan  49509

RAYMOND JAMES & ASSOCIATES, INC.
As Representative of the Several Underwriters
c/o Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716

         RE:      MERCANTILE BANK CORPORATION (THE "COMPANY") -- LOCK-UP
                  AGREEMENT

Ladies and Gentlemen:

         This letter is delivered to you pursuant to the Underwriting Agreement
(the "Underwriting Agreement") to be entered into by the Company, as issuer, and
Raymond James & Associates, Inc., the representative (the "Representative") of
certain underwriters (the "Underwriters") to be named therein. Upon the terms
and subject to the conditions of the Underwriting Agreement, the Underwriters
intend to effect a public offering of Common Stock, no par value, of the Company
(the "Shares"), as described in and contemplated by the registration statement
of the Company on Form S-3, File No. 333-107814 (as the same may be hereafter
amended, the "Registration Statement"), as filed with the Securities and
Exchange Commission on August 8, 2003 (the "Offering").

         The undersigned recognizes that it is in the best financial interests
of the undersigned, as an officer or director, or an owner of stock, options,
warrants or other securities of the Company (the "Company Securities"), that the
Company complete the proposed Offering.

         The undersigned further recognizes that the Company Securities held by
the undersigned are, or may be, subject to certain restrictions on
transferability, including those imposed by United States federal securities
laws. Notwithstanding these restrictions, the undersigned has agreed to enter
into this letter agreement to further assure the Underwriters that the Company
Securities of the undersigned, now held or hereafter acquired, will not enter
the public market at a time that might impair the underwriting effort.

         Therefore, as an inducement to the Underwriters to execute the
Underwriting Agreement, the undersigned hereby acknowledges and agrees that the
undersigned will not (i) directly or indirectly, offer, sell, contract to sell,
pledge, grant any option to purchase or otherwise dispose of (collectively, a
"Disposition") any Company Securities, or any securities convertible into or
exercisable or exchangeable for, or any rights to purchase or otherwise acquire,
any Company Securities held or owned of record or beneficially by the
undersigned on or acquired by the undersigned after the date hereof,
(collectively, the "Lock-Up Shares"), for a period commencing on the date hereof
and ending 90 days after the effective date of the Registration Statement,



                                      A-1



inclusive (the "Lock-Up Period"), without the prior written consent of Raymond
James & Associates, Inc. or (ii) exercise or seek to exercise or effectuate in
any manner any rights of any nature that the undersigned has or may have
hereafter to require the Company to register under the Act the undersigned's
sale, transfer or other disposition of any of the Lock-Up Shares or other
securities of the Company held by the undersigned, or to otherwise participate
as a selling securityholder in any manner in any registration effected by the
Company under the Act, including under the Registration Statement, during the
Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the
undersigned from engaging in any hedging, collar (whether or not for any
consideration) or other transaction that is designed to or reasonably expected
to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period,
even if such Lock-Up Shares would be disposed of by someone other than such
holder. Such prohibited hedging or other transactions as referred to in the
prior sentence would include any short sale or any purchase, sale or grant of
any right (including any put or call option or reversal or cancellation thereof)
with respect to any Lock-Up Shares or with respect to any security (other than a
broad-based market basket or index) that includes, relates to or derives any
significant part of its value from Lock-Up Shares.

         Notwithstanding the agreement not to make any Disposition during the
Lock-Up Period, you have agreed that the foregoing restrictions shall not apply
to:

         (1) the Company Securities being offered in the prospectus included in
the Registration Statement;

         (2) any grant or exercise of options pursuant to the Company's stock
option plans, or the surrender of Company Securities to the Company as
consideration paid to exercise any or all of the undersigned's options to
purchase Company Securities granted by the Company; or

         (3) any Company Securities transferred by the undersigned pursuant to a
bona fide gift, provided that the donee agrees to be bound by the terms of this
Lock-up Agreement unless otherwise agreed to by the Representative.

         It is understood that, if the Underwriting Agreement (other than the
provisions thereof that survive termination) shall terminate or be terminated
prior to payment for and delivery of the Shares, you will release the
undersigned from the obligations under this letter agreement.

         In furtherance of the foregoing, the Company and its transfer agent are
hereby authorized to decline to make any transfer of Lock-Up Shares if such
transfer would constitute a violation or breach of this letter. This letter
shall be binding on the undersigned and the respective successors, heirs,
personal representatives and assigns of the undersigned. Capitalized terms used
but not defined herein have the respective meanings assigned to such terms in
the Underwriting Agreement.

                                    Very truly yours,





                                    Signature of Securityholder






                                      A-2

EX-23.1

                                                                    EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent to the incorporation by reference in the Registration
Statement of Mercantile Bank Corporation on Form S-3 of our report dated January
17, 2003 on the 2002 consolidated financial statements of Mercantile Bank
Corporation, which report is included in the Annual Report on Form 10-K of
Mercantile Bank Corporation for the year ended December 31, 2002 and to the
reference to us under the caption "Experts" in the related Form S-3.



                                       /s/Crowe Chizek and Company LLC



Grand Rapids, Michigan
September 3, 2003