MERCANTILE BANK CORP (Form: S-3D, Received: 02/21/2003 16:00:25)

As filed with the Securities and Exchange Commission on February 21, 2003

Registration No. 333- _______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MERCANTILE BANK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

38-3360865
(I.R.S. Employer
Identification Number)

5650 Byron Center Ave, S.W.
Wyoming, Michigan 49509
(616) 406-3777
(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
Mercantile Bank Corporation
5650 Byron Center Ave, S.W.
Wyoming, Michigan 49509
(616) 406-3000

Copies of
Communications to:

Gordon R. Lewis
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503
(616) 752-2752

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

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: x

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: x

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

CALCULATION OF REGISTRATION FEE

Title of Shares to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock	250,000 shares (2)	$24.475 (3)	$6,118,750 (4)	$562.93

(1)	On February19, 2003, the average of the high and low prices of the Common Stock of Mercantile Bank Corporation on The NASDAQ Stock Market was $24.475 per share. The registration fee is computed in accordance with Rule 457(c).
(2)	In addition, pursuant to Rule 416, this registration statement also covers such indeterminate number of additional shares as may be authorized in the event of adjustments as a result of increases in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments.
(3)	Estimated solely for the purpose of calculating the registration fee.

Dividend Reinvestment Plan
Prospectus

Mercantile Bank Corporation is pleased to offer individuals the opportunity to participate in its Dividend Reinvestment Plan. The Plan is available for investors to increase their holdings of Mercantile common stock. Mercantile's common stock is traded on The NASDAQ Stock Market under the trading symbol "MBWM."

Plan highlights include:

	•	Reinvest all or a portion of your Mercantile dividends

	•	Purchase additional Mercantile common stock through a convenient, low-cost method

	•	Purchase shares by check or authorize automatic monthly investments in Mercantile common stock from your U.S. bank account

	•	Invest a minimum of $50.00 at any time and up to a maximum of $200,000 per year

	•	Enroll in the Plan and access your account through the Internet at www.equiserve.com at any time

This prospectus relates to an offering of 250,000 shares of Mercantile common stock to be offered for purchase under the Plan.

Shares purchased under the Plan may be newly issued shares or shares purchased for participants in the open market, at our option. The price for shares purchased in the open market will be the weighted average price for all Plan shares purchased on the investment date. The purchase price for newly issued shares will be equal to the average of the high and low prices of Mercantile common stock in transactions reported on The NASDAQ Stock Market on the trading day preceding the investment date.

Mercantile is a bank holding company offering a wide range of financial services. Our principal executive offices are located at 5610 Byron Center Avenue, SW, Wyoming, MI 49509, 616-406-3000.

Please read this prospectus carefully and retain it and any future investment statements for future reference. If you have any questions about the Plan, please call EquiServe Trust Company, N.A., the Plan Administrator, toll free at 1-800-733-5001. Customer service representatives are available between the hours of 9:00 A.M. and 5:00 P.M. Eastern Time, Monday through Friday.

Our common stock is not the obligation of or guaranteed or endorsed by any bank. It does not constitute a bank deposit. It is not federally insured or protected by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency. Investment in our common stock, as with any investment in common stock, involves investment risks, including the risk of possible loss of value.

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

The date of this prospectus is February 21, 2003.

TABLE OF CONTENTS

			Page

THE COMPANY			2
INFORMATION ABOUT THE PLAN			2
	1.	What is the Plan?	2
	2.	What options are available under the Plan?	2
	3.	Who is the Plan Administrator? How do I contact the Plan Administrator?	3
	4.	Who is eligible to participate in the Plan?	3
	5.	Can non-U.S. citizens participate in the Plan?	3
	6.	I am a Mercantile shareholder of record. How do I enroll in the Plan?	3
	7.	I hold my Mercantile shares in street name. How do I enroll in the Plan?	4
	8.	Are there fees associated with participation?	4
	9.	What are my dividend reinvestment options?	4
	10.	When will my dividend reinvestment begin?	5
	11.	How do I make an optional cash investment?	5
	12.	What are the minimum and maximum amounts for additional investments?	6
	13.	What is the source of Mercantile common stock purchased through the Plan?	7
	14.	Will interest be paid on the accounts?	7
	15.	When will shares be purchased under the Plan?	7
	16.	At what price will shares be purchased?	8
	17.	How are shares allocated under the Plan?	8
	18.	Will fractional shares be purchased?	8
	19.	How are payments with "insufficient funds" handled?	8
	20.	Who will hold the additional shares purchased through the Plan?	9
	21.	How may I receive a stock certificate?	9
	22.	May I add my certificate shares of Mercantile common stock to my
		account for safekeeping?	9
	23.	How may I sell shares I hold through the Plan?	10
	24.	Can I transfer shares that I hold in the Plan to someone else?	10
	25.	I've just moved. How can I request a change of address or update other
		personal data?	10
	26.	How may I stop reinvesting dividends?	11
	27.	What reports will I receive?	11
	28.	What if Mercantile issues a stock dividend or declares a stock split?	11
	29.	How do I vote my Plan shares at shareholders' meetings?	11
	30.	Can the Plan be changed?	12
	31.	What are the responsibilities of Mercantile and EquiServe under the Plan?	12
	32.	What are the federal income tax consequences of participating in the Plan?	13
WHERE YOU CAN FIND MORE INFORMATION			13
USE OF PROCEEDS			15
EXPERTS			15
INDEMNIFICATION			15

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THE COMPANY

Mercantile Bank Corporation is a diversified bank holding company. Mercantile Bank of West Michigan, its subsidiary, is a full service commercial bank that services primarily to businesses, individuals and governmental units.

INFORMATION ABOUT THE PLAN

The following questions and answers explain and constitute the Dividend Reinvestment Plan.

1. What is the Plan?

The Plan is a convenient and low cost purchase plan available for existing shareholders to increase their holdings of Mercantile common stock. Participants in the Plan may elect to have dividends automatically reinvested in Mercantile common stock and to make optional cash investments through the Plan Administrator, EquiServe Trust Company, N.A. ("EquiServe"). Participation in the Plan is entirely voluntary and we give no advice regarding your decision to join the Plan. As a current shareholder, you can enroll in the Plan through the Internet at www.equiserve.com and follow the instructions provided. A Plan Enrollment Form and reply envelope are also enclosed for your convenience. Enrollment forms may also be obtained from EquiServe by calling 1-800-733-5001.

2. What options are available under the Plan?

As a participant, the Plan allows you to:

	•	Have your common stock dividends automatically reinvested in additional shares of Mercantile common stock; and

	•	Increase your holdings of Mercantile common stock by making additional cash investments of as little as $50.00, including the option to make automatic monthly purchases by authorizing deductions from your U.S. bank account.

	•	Purchase Mercantile common stock certificates in whole shares rather than a specific quantity of shares, with the appropriate number of full and fractional shares credited to your account.

	•	Make gifts of stock to family members and others at no charge by transferring Mercantile common stock to another account, new or old.

	•	Deposit Mercantile common stock certificates in the Plan's share safekeeping feature and have your ownership of common stock maintained on EquiServe's records in book-entry form.

	•	Manage your account through the Internet at www.equiserve.com .

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•

Receive regular statements indicating activity in your account.

3. Who is the Plan Administrator? How do I contact the Plan Administrator?

EquiServe will be the Plan Administrator for the Plan. EquiServe, Inc., an affiliate of EquiServe and a transfer agent registered with the Securities and Exchange Commission, acts as Service agent for EquiServe. EquiServe will direct the purchase of Mercantile common stock acquired under the Plan, hold such shares of common stock, keep records, send quarterly statements of account to you and perform other functions related to the Plan.

You may contact EquiServe by:

	•	Internet: www.equiserve.com

	•	Telephone: 1-800-733-5001. Customer Service Associates are available between the hours of 9:00 A.M. and 5:00 P.M. Eastern Time, Monday through Friday.

	•	Writing: Mercantile Dividend Reinvestment Plan
		c/o EquiServe P.O. Box 43010 Providence, RI 02940-3010

4. Who is eligible to participate in the Plan?

All U.S. citizens who are currently shareholders of Mercantile are eligible to participate in the Plan.

5. Can non-U.S. citizens participate in the Plan?

Yes. If you are not a U.S. citizen, you can participate in the Plan, provided there are not any laws or governmental regulations that would prohibit you from participating or laws or governmental regulations that would affect the terms of the Plan. We reserve the right to deny or terminate participation of any shareholder if we deem it advisable under any foreign laws or regulations. All Plan funds must be in U.S. funds and drawn on a U.S. bank. If you are not in the United States, contact your bank to verify that they can provide you with a check that clears through a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing through non-U.S. banks. In such instances, the amount that is invested will be the check amount less any clearing fees and EquiServe fees. Please contact your local bank for details on how to properly execute the transaction.

6. I am a Mercantile shareholder of record. How do I enroll in the Plan?

If you are already a Mercantile shareholder of record (that is, if you own shares that are registered in your name, not your broker's) but are not enrolled in the Plan, you may enroll in the Plan through the Internet by going to www.equiserve.com , authenticating your online account and

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completing an online Plan Enrollment Form. You may also enroll in the Plan simply by completing and returning the enclosed Plan Enrollment Form.

7. I hold my Mercantile shares in street name. How do I enroll in the Plan?

If your shares of Mercantile common stock are held for your account by a bank, broker or other nominee ("street name"), you must become a shareholder of record to participate in the Plan. In order to participate in the Plan, you will need to arrange with your broker for the stock to be issued in your own name. This can be done by directing your broker to transfer your shares to your book entry account at EquiServe.

Once at least one share of Mercantile common stock is registered in your name, you can enroll in the Plan as described in Question 6.

8. Are there fees associated with participation?

Mercantile will pay the service and processing fees (which include any applicable brokerage commissions EquiServe is required to pay) and expenses incurred in operating the Plan and purchasing shares under the Plan, except as provided in this prospectus. The current service and processing fees charged to participants associated with participation in the Plan are summarized in the chart below:

Costs to the Participant
	Service and Processing Fees
All Purchases and Dividend Reinvestments	No charge
Sale of Shares	$15.00 plus $0.12/share
Sale of a Fractional Share at Termination or Withdrawal	Up to $15.00 plus $0.12/share
Insufficient Funds	$25.00, see Question 20 for more information

Mercantile may change these fees at any time upon 30 days' advance written notice, which may be set forth in the quarterly statements.

9. What are my dividend reinvestment options?

As a participant in the Plan, you may elect to reinvest all, part or none of your dividends on your shares of Mercantile common stock in additional shares. The options available to you are as follows:

•

Full Dividend Reinvestment . If you select this option, EquiServe will apply all of your dividends on Mercantile common stock registered in your name toward the purchase of more shares of Mercantile common stock.

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	•	Partial Dividend Reinvestment . If you select this option, EquiServe will pay your dividends in cash on the number of shares of Mercantile common stock that you specify in your Plan Enrollment Form and apply the balance of your dividends toward the purchase of more shares of Mercantile common stock.

	•	Cash Payments Only (No Dividend Reinvestment) . If you select this option, dividends will not be reinvested. Instead, you will receive payment by check or automatic deposit (at your option) for all of your cash dividends.

No matter which reinvestment option you select you may make optional cash investments as described in Question 11.

EquiServe will continue to reinvest your dividends as you have indicated on your Plan Enrollment Form until you specify otherwise. You may change your dividend option at any time by going to www.equiserve.com , by calling EquiServe directly at 1-800-733-5001 or by requesting a Plan Enrollment Form and returning it to EquiServe at the address provided in Question 3.

EquiServe needs to receive notice of your request on or before the record date for any given dividend payment date in order for the requested changes to be effective for that dividend. If your request is received after the record date, then the requested changes may not be effective until the next dividend record date.

10. When will my dividend reinvestment begin?

Record dates for determining the record holders of common stock entitled to receive cash dividends declared on the common stock will be chosen by our board of directors, and are expected to be in the months of February, May, August and November of each year. If your Plan Enrollment Form is received and processed by EquiServe on or before a dividend record date, the reinvestment of your dividends will begin with the payment of that dividend. If the Plan Enrollment Form is received and processed by EquiServe on or after the dividend record date, the reinvestment of dividends will not start until payment of the next dividend. Dividend record dates will vary from time to time, and may be chosen in months other than those listed above. You can minimize the possibility of missing a desired entry date by delivering a Plan Enrollment Form to EquiServe before the first day of a dividend record date month in which you desire to begin participation in the Plan.

11. How do I make an optional cash investment?

In addition to increasing your holdings of Mercantile common stock through the reinvestment of dividends, you may make optional cash investments in Mercantile common stock. You may make optional cash investments by choosing between the following three options:

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	•	Check Investment . You may make optional cash investments in Mercantile common stock by sending to EquiServe a check (not less than $50.00) for the purchase of additional shares. The check must be made payable to "EquiServe-Mercantile Bank Corporation" in U.S. dollars and drawn on a U.S. bank. If you are not in the United States, contact your bank to verify that they can provide you with a check that clears through a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing through non-U.S. banks. In such instances, the amount that is invested will be the check amount less any clearing fees and EquiServe fees. EquiServe will not accept cash, traveler's checks, money orders or third party checks. All checks should be sent to EquiServe at the address listed on the Optional Cash Investment tear-off form attached to each statement you receive, together with that form, or if making an investment when enrolling, with the Plan Enrollment Form.

	•	One-Time Online Bank Account Debit . At any time you can invest through the Internet at www.equiserve.com , by authorizing EquiServe to debit your U.S. bank account (not less than $50.00). Please refer to the online confirmation for your account date and debit date.

	•	Automatic Investment from a Bank Account . You can automatically invest a specified monthly amount (not less than $50.00) to be deducted directly from your U.S. bank account. Automatic monthly investments may be authorized through the Internet at www.equiserve.com or by completing and submitting to EquiServe an Automatic Monthly Investment Form along with a voided blank check or checking account deposit slip. Please allow 4 to 6 weeks for the first investment to be initiated. Automatic Monthly Investment Forms are available from EquiServe.

Automatic monthly deductions will continue at the level you set until you change your instruction by notifying EquiServe. You may change the amount of money or stop automatic monthly deductions by going to www.equiserve.com , calling EquiServe directly at 1-800-733-5001 or completing and submitting to EquiServe a new Automatic Monthly Investment Form. To be effective for a particular month, EquiServe must receive your request at least 7 business days prior to the debit date.

12. What are the minimum and maximum amounts for additional investments?

Each optional cash investment must be for a minimum of $50.00, subject to a maximum of $200,000 per year. Whether participating through the use of a personal check, through the online investment feature or through automatic monthly investments, the $50.00 minimum and $200,000 annual maximum applies. All amounts must be in U.S. dollars and drawn on a U.S. bank. If you are not in the United States, contact your bank to verify that they can provide you with a check that clears through a U.S. bank and can print the dollar amount in U.S. funds. Due to the longer clearance period, we are unable to accept checks clearing through non-U.S. banks. In such instances, the amount that is invested will be the check amount less any clearing fees and EquiServe fees.

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Optional cash investments will be returned to you upon your request provided that EquiServe receives your request at least two business days prior to the investment date.

13. What is the source of Mercantile common stock purchased through the Plan?

At Mercantile's option, shares of common stock to be purchased under the Plan will be purchased directly from Mercantile as newly issued shares, purchased on the open market, or a combination of the foregoing. You cannot choose the source of your shares; this is entirely at our discretion.

Share purchases in the open market may be made in The NASDAQ Stock Market or by negotiated transactions on terms that EquiServe may reasonably determine. Neither Mercantile nor any participant will have any authority or power to direct the date, time, or price at which shares of Mercantile common stock may be purchased or the selection of a broker or dealer through or from whom purchases are to be made.

Mercantile will not change our determination of whether shares purchased for the Plan will be purchased from authorized but unissued shares or in the open market more than once every three months and without a determination by its board of directors or Chief Financial Officer that our need to raise additional capital has changed or there is another valid reason for the change.

14. Will interest be paid on the accounts?

No. Interest will not be paid on funds held pending investment.

15. When will shares be purchased under the Plan?

Purchases from Mercantile of authorized but unissued common shares will be made on the relevant investment date.

The investment date for dividend reinvestment is the dividend payment date. If the dividend payment date does not fall on a trading day on The NASDAQ Stock Market, then the investment date will be the next trading day. The payment of dividends for Mercantile common stock is expected to be on or about the 10th day of March, June, September, and December.

The investment date for optional cash payments will be the 10th of each month. If the investment date is not a trading day on The NASDAQ Stock Market, then the investment date will be the next trading day.

Purchases on the open market will begin on the investment date and will be completed no later than 30 days from such date with respect to dividend reinvestment and 35 days with respect to optional cash payments except where completion at a later date is necessary or advisable under federal securities laws.

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Neither Mercantile nor EquiServe will pay any interest on any funds held between investment dates. Therefore, we suggest that any optional cash payments be received by EquiServe at least 5 business days prior to an investment date.

16. At what price will shares be purchased?

The price of all shares of common stock purchased with reinvested dividends or optional cash investments purchased in the open market will be the weighted average price of all shares purchased for the Plan for that investment. The price of shares of common stock purchased from Mercantile will be the average of the high and low prices of Mercantile common stock in transactions reported on The NASDAQ Stock Market on the trading day preceding the investment date.

EquiServe may combine your funds with those of other participants for the purpose of making purchases.

17. How are shares allocated under the Plan?

Shares of common stock purchased with reinvested dividends or optional cash investments will be credited to your account in book-entry form. If you participate, the number of shares that will be credited to your account following any investment date will depend on the amount of your dividends and optional cash investments (if any) available for investment on that date and the purchase price of the shares. Your account will be credited with a number of shares (including fractions computed to three decimal places) equal to the total funds to be invested for you, divided by the applicable purchase price (also computed to three decimal places).

18. Will fractional shares be purchased?

Yes. If any dividend or optional cash payment is not sufficient to purchase a whole share of Mercantile common stock, a fractional share will be credited to your account in book entry form. All fractional shares are computed to three decimal places.

19. How are payments with "insufficient funds" handled?

In the event that any check or other deposit is returned unpaid for any reason or your predesignated U.S. bank account does not have sufficient funds for an automatic debit, EquiServe will consider the request for investment of that purchase null and void and will immediately remove from your account any shares already purchased in anticipation of receiving those funds. If the net proceeds from the sale of those shares are insufficient to satisfy the balance of the uncollected amounts, EquiServe may sell additional shares from your account as necessary to satisfy the uncollected balance. There is a $25.00 insufficient funds fee for any check or other deposit that is returned unpaid by your bank. This fee will be collected by EquiServe through the sale of the number of shares from your account necessary to satisfy the fee.

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20. Who will hold the additional shares purchased through the Plan?

Shares purchased through the Plan are credited to your account in book-entry form on EquiServe's records. The number of shares (including fractional interests) credited to your account will be shown on each account statement.

21. How may I receive a stock certificate?

You may obtain a certificate (at no cost) for some or all of your whole shares held in your account at any time by requesting EquiServe to withdraw shares from your account. You may make such a request by:

	•	accessing your account at www.equiserve.com ; or

	•	using the tear-off form attached to the account statement; or

	•	calling EquiServe at 1-800-733-5001; or

	•	sending written notice specifying the number of whole shares to be withdrawn.

Certificates are normally issued to participants within five business days after receipt of the request. Withdrawing shares from your account does not affect your dividend option (for example, dividends will continue to be reinvested on the shares withdrawn and the shares remaining in your account, if previously elected on the Plan Enrollment Form). No certificates will be issued for fractional shares of common stock; instead, any fractional share will be sold at the then-current market value less any service and processing fees (which include any applicable brokerage commissions EquiServe is required to pay) and you will receive a check for the sales proceeds of that fractional share.

22. May I add my certificate shares of Mercantile common stock to my account for safekeeping?

Yes. At any time, you may use the Plan's share certificate safekeeping service to deposit with EquiServe any Mercantile common stock certificates in your possession and registered in your name. There is no charge for this service. To do so, we recommend that you send your Mercantile common stock certificates to EquiServe by registered mail, return receipt requested and insured for 2% of the current market value. When submitting your certificate(s) for deposit into your account be sure to include the tear-off portion of your account statement or a written request to have the certificate(s) deposited. The certificates SHOULD NOT BE ENDORSED. Upon receipt, EquiServe will credit the shares in book-entry form to your account. The advantages of holding shares in book-entry form in the Plan are protection against certificate loss, theft and damage.

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23. How may I sell shares I hold through the Plan?

You can sell all or some of your shares held in your account by contacting EquiServe. If the dollar value of the sale is expected to be equal to or less than $100,000, you may contact EquiServe through the Internet at www.equiserve.com or you may call EquiServe directly at 1-800-733-5001. If the dollar value of the sale is expected to exceed $100,000, you must submit your request in writing. You can do this by completing and submitting the tear-off portion of the account statement. In addition, you must submit a written request to sell shares if you have changed your address within 30 days of the sale request. EquiServe will cause your shares to be sold on the open market within five business days of receipt of your request. EquiServe may combine your shares to be sold with those of other Plan participants selling shares at the same time. The sales price per share will be the weighted average price per share received by EquiServe for all sales made that day (any succeeding days necessary to complete the sale order). Once sold EquiServe will send you the proceeds less a service fee of $15.00 and applicable processing fees (which include any brokerage commission EquiServe is required to pay) of $0.12 a share. Proceeds are normally paid by check and are generally sent to you within 24 hours after your sales transaction has settled.

EquiServe reserves the right to decline to process a sale if it determines, in its sole discretion, that supporting legal documentation is required. In addition, neither Mercantile nor any participant will have the authority or power to direct the time or price at which shares for the Plan are sold or the selection of the broker or dealer through or from whom sales are to be made.

You should be aware that the price of Mercantile common stock may rise or fall during the period between a request for sale, its receipt by EquiServe and the ultimate sale on the open market. Instructions sent to EquiServe to sell shares are binding and may not be rescinded.

24. Can I transfer shares that I hold in the Plan to someone else?

Yes. You may transfer ownership of some or all of your shares held through the Plan. You may call EquiServe at 1-800-733-5001 for complete transfer instructions or go to www.equiserve.com to download the appropriate materials. You will be asked to send to EquiServe written transfer instructions and your signature must be "Medallion Guaranteed" by a financial institution. Most banks and brokers participate in the Medallion Guarantee Program. The Medallion Guarantee Program is intended to ensure that the individual signing is in fact the owner of shares to be transferred. A notary public is not acceptable.

You may transfer shares to new or existing Mercantile shareholders. However, a new account will not be opened for a transferee as a result of a transfer of less than one full share.

25. I've just moved. How can I request a change of address or update other personal data?

It is important that our records contain your most up-to-date personal data. If you need to request a change of address or update other personal data, please call EquiServe at 1-800-733-5001 or

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write to them at the address listed in Question 3. You can also update your personal data through EquiServe's online services at www.equiserve.com .

26. How may I stop reinvesting dividends?

You can stop reinvesting dividends at any time by going to www.equiserve.com , calling EquiServe at 1-800-733-5001, providing EquiServe with written instructions at its address in Question 3 or by submitting to EquiServe a new Plan Enrollment Form, provided your request is received by EquiServe at least 5 business days prior to the related dividend payment date. If your request to stop dividend reinvestment is received by EquiServe less than 5 business days prior to the related dividend payment date, then the dividends will be reinvested and the shares will be added to your account.

27. What reports will I receive?

Easy to read statements of your calendar year-to-date account activity will be sent to you promptly after each transaction, which will simplify your record keeping. Each statement will show the amount invested, the purchase or sale price of Plan transactions, the number of shares purchased or sold and the applicable service fees, as well as any activity associated with share deposits, transfers or withdrawals. These statements are a record of your account activity and identify your cumulative share position. Please notify EquiServe promptly through the Internet, in writing or by telephone if your address changes.

In addition, you will be sent copies of the same communications sent to all other holders of Mercantile common stock, such as annual reports and proxy statements. You will also be sent any required Internal Revenue Service information statements. You can also review your current account status, plan options and transaction history online at anytime at www.equiserve.com .

Please retain all transaction statements for your records. The statements contain important tax and other information.

28. What if Mercantile issues a stock dividend or declares a stock split?

Any stock dividend or split shares distributed by Mercantile to you will be based on both the shares of common stock registered in your name in certificate form and the shares (whole and fractional) credited to your account. Such stock dividend or split shares will be added to your account in book-entry form. You will receive a statement indicating the number of shares added as a result of the transaction. In the event of a rights offering, you will receive rights based upon the total number of whole shares you own, whether the shares are held in the form of a physical certificate or credited to your account.

29. How do I vote my Plan shares at shareholders' meetings?

In connection with any meeting of Mercantile shareholders, you will be sent a proxy card or request for voting instructions representing both the shares for which you hold physical

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certificates and the shares credited to your account. Those shares will be voted as you indicate on the returned proxy card or request form. Fractional shares will be voted. If you sign and return the proxy card or request form and no voting instructions are given with respect to any item on the proxy card or request form, all of your shares will be voted in accordance with the recommendations of Mercantile's management.

As an alternative to returning your proxy card or request form, you may also be able to vote by telephone or online by following the instructions in the proxy materials if that method is available. You may also vote all of your shares in person at the shareholders' meeting.

30. Can the Plan be changed?

Yes. Mercantile and EquiServe may suspend, modify or terminate the Plan at any time. All participants will be sent notice of any suspension, modification or termination. Changes or termination to the Plan will not affect your rights as a shareholder in any way and any book-entry shares you own will continue to be credited to your account unless you specifically request otherwise. Mercantile also reserves the right to deny, suspend or terminate participation by a participant who is using the Plan for purposes inconsistent with the intended purpose of the Plan. EquiServe also may terminate your account if you do not own at least one whole share. In the event your account is terminated for this reason, a check for the cash value of the fractional share will be sent to you and your account will be closed.

31. What are the responsibilities of Mercantile and EquiServe under the Plan?

Neither Mercantile nor EquiServe will be liable for any act or omission to act, which was done in good faith, including any claim of liability (1) arising out of the failure to cease reinvestment of dividends for a participant's account upon the participant's death prior to receipt of notice in writing of the death along with a request to cease dividend reinvestment participation from a qualified representative of the deceased, and (2) with respect to the prices or times at which shares are purchased or sold for you. EquiServe will have no liability for failed executions due to reasons beyond EquiServe's control.

You should recognize that neither Mercantile nor EquiServe can assure you of a profit or protect you against a loss on shares purchased through the Plan. You must make independent investment and participation decisions based on your own judgment and research as you alone bear the risk of fluctuations in the market value of Mercantile common stock. You bear the risk of loss in value and you enjoy the benefits of gains from market price changes with respect to all of your shares.

Although Mercantile currently contemplates the continuation of quarterly dividends, the payment of dividends is subject to the discretion of Mercantile's Board of Directors and will depend upon future earnings, the financial condition of Mercantile and other factors. Dividends may increase or decrease.

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32. What are the federal income tax consequences of participating in the Plan?

Participants in the Plan are advised to consult their own tax advisors with respect to the tax consequences of participation in the Plan (including federal, state, local and other tax laws and U.S. tax withholding laws) applicable to their particular situations.

Cash dividends reinvested under the Plan will be taxable for U.S. federal income tax purposes as having been received by you even though you have not actually received them in cash. The total amount of dividends paid to you during the year, whether or not they are reinvested, will be reported to you and the U.S. Internal Revenue Service shortly after the close of each year.

Alternatively, when EquiServe purchases shares with reinvested dividends in the open market rather than directly from Mercantile, you must include in your gross income, as an additional dividend, your allocable share of processing fees (which include any applicable brokerage commissions EquiServe is required to pay) paid by Mercantile. This amount will be reported to you and the U.S. Internal Revenue Service on IRS Form 1099-DIV shortly after the end of each year. Your tax basis in these shares will be the cost of the shares plus your allocable shares of processing fees paid by Mercantile.

You will not realize gain or loss for U.S. federal income tax purposes upon a transfer of shares to your account or the withdrawal of whole shares from your account. You will, however, generally realize gain or loss upon the receipt of cash for a fractional share credited to your account. You will also realize gain or loss when shares are sold. The amount of gain or loss will be the difference between the amount that you receive for the shares sold and your tax basis in the shares (generally, the amount you paid for the shares plus allocable processing fees paid by Mercantile). In order to determine the tax basis for shares in your account, you should retain all account statements.

Plan participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax on dividends paid on shares held in the Plan. Where applicable, this withholding tax generally is imposed at the rate of 30%, but this rate may be different under any treaty between the U.S. and the country in which the participant resides.

Dividends paid on shares in accounts, and the proceeds of any sale of shares, may be subject to "the backup withholding" provisions of the Internal Revenue Code. If you fail to furnish a properly completed Form W-9 or its equivalent, or unless you are exempt from the withholding requirements described in Section 3406 of the Internal Revenue Code, then EquiServe must withhold 30% from the amount of dividends, the proceeds of the sale of a fractional share and the proceeds of any sale of whole shares.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 to register with the Securities and Exchange Commission ("SEC") the common stock that may be offered by us using this prospectus. This prospectus is a part of that registration statement. As allowed by SEC rules, this prospectus does

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not contain all of the information contained in the registration statement or the exhibits to the registration statement.

We are subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and current reports, proxy statements, and other information with the SEC. The public may read and copy any reports, statements, or other information that we file at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at "http://www.sec.gov."

The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in this prospectus or a prospectus supplement. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC.

Corporation SEC Filings (File No. 000-25927)	Period
Annual Report on Form 10-K	Year ended December 31, 2001
Quarterly Reports on Form 10-Q	Quarter ended March 31, 2002
	Quarter ended June 30, 2002
	Quarter ended September 30, 2002
Registration Statement on Form 8-A

All documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, and 15 of the Securities Exchange Act of 1934 between the date of this prospectus and prior to the termination of the offering of securities made by this prospectus are also incorporated by reference into this prospectus.

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. We will provide this information upon written or oral request at no cost to you. You may obtain such documents without charge by requesting them in writing or by telephone from Mercantile Bank Corporation, Investor Relations at the following address:

Mercantile Bank Corporation
Investor Relations
5610 Byron Center Avenue, SW
Wyoming, MI 49509
616.406.3000

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You should rely only on the information contained or incorporated by reference in this prospectus when deciding whether to participate and the Plan and purchase our shares. We have not authorized anyone to provide you with information that is different from what is contained or incorporated in this prospectus for that purpose.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus, and neither the delivery of this prospectus to you nor the issuance of common stock under it shall create any implication to the contrary.

This prospectus does not constitute an offer of any securities other than those described on the cover page or an offer to sell or a solicitation of an offer to buy within any jurisdiction to any person to whom it is unlawful to make such offer or solicitation within such jurisdiction.

USE OF PROCEEDS

Mercantile will receive proceeds from the purchase of common stock through the Plan to the extent that such purchases are made directly from Mercantile, and not from open market purchases by EquiServe. Any proceeds received by us (which cannot be estimated) will be used for general corporate purposes.

EXPERTS

The financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Crowe, Chizek and Company LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing.

INDEMNIFICATION

Mercantile's Articles of Incorporation and Bylaws provide for indemnification of present and past directors, officers, and such other persons as the Board of Directors may authorize. Mercantile has purchased directors' and officer's liability insurance for directors and officers of Mercantile. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed 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.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses payable by Mercantile in connection with the issuance and distribution of the securities being registered are estimated to be:

Registration Fee (for initial Registration Statement)	$	562.93
Legal Fees and Expenses		10,000.00
Accountant's Fees and Expenses		4,000.00
Printing		4,000.00
Plan Administrator and Transfer Agent Fees and Expenses		5,000.00
Miscellaneous Expenses		2,000.00

TOTAL	$	25,562.93

Item 15. Indemnification of Directors and Officers

Mercantile's Articles of Incorporation provide that Mercantile shall indemnify its present and past directors, officers, and such other persons as the Board of Directors may authorize to the full extent permitted by law. Mercantile's Bylaws contain indemnification provisions concerning third party actions as well as actions in the right of Mercantile. The Bylaws provide that Mercantile 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 Mercantile) by reason of the fact that he or she is or was a director or officer of Mercantile or while serving as such a director or officer, is or was serving at the request of Mercantile or a subsidiary 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 Mercantile or its shareholders and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Federal Deposit Insurance Corporation regulations impose limitations on indemnification payments which could restrict, in certain circumstances, payments by Mercantile or Mercantile Bank of West Michigan to their respective directors or officers otherwise permitted under the Michigan Business Corporation Act ("MBCA") or the Michigan Banking Code, respectively.

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With respect to derivative actions, the Bylaws provide that Mercantile 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 Mercantile to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of Mercantile, or while serving as such a director or officer, is or was serving at the request of Mercantile 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 Mercantile 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 Mercantile 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.

Mercantile has purchased directors' and officers' liability insurance for directors and officers of Mercantile.

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Item 16. Exhibits

Exhibit Number	Description

3.1	Articles of Incorporation, previously filed as Exhibit 3.1 to the Registrant's Form SB-2 Registration Statement effective October 23, 1997. Here incorporated by reference.

3.2	Amended and Restated Bylaws.

4	Mercantile Bank Corporation Dividend Reinvestment Plan. Set forth in full in the prospectus.

5	Opinion of Warner Norcross & Judd LLP regarding the legality of the securities offered.

23.1	Consent of Warner Norcross & Judd LLP - included in Exhibit 5 and incorporated here by reference.

23.2	Consent of Crowe, Chizek and Company LLP .

24	Powers of Attorney

Item 17. Undertakings

(a) The registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registrant statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(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.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyoming, State of Michigan, on February 20, 2003.

	MERCANTILE BANK CORPORATION


	By /s/ Charles E. Christmas
	Charles E. Christmas Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


*/s/ Betty S. Burton	Director	February 20, 2003
Betty S. Burton


*/s/ David M. Cassard	Director	February 20, 2003
David M. Cassard


/s/ Charles E. Christmas	Senior Vice President,
Charles E. Christmas	Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)	February 20, 2003


*/s/ Edward J. Clark	Director	February 20, 2003
Edward J. Clark

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*/s/ Peter A. Cordes	Director	February 20, 2003
Peter A. Cordes


*/s/ C. John Gill	Director	February 20, 2003
C. John Gill


*/s/ Doyle A. Hayes	Director	February 20, 2003
Doyle A. Hayes


*/s/ David M. Hecht	Director	February 20, 2003
David M. Hecht


*/s/ Gerald R. Johnson, Jr.	Chairman of the Board,	February 20, 2003
Gerald R. Johnson, Jr.	Chief Executive Officer and Director (Principal Executive Officer)


*/s/ Susan K. Jones	Director	February 20, 2003
Susan K. Jones


*/s/ Lawrence W. Larsen	Director	February 20, 2003
Lawrence W. Larsen


*/s/ Calvin D. Murdock	Director	February 20, 2003
Calvin D. Murdock


*/s/ Michael H. Price	Director	February 20, 2003
Michael H. Price


*/s/ Dale J. Visser	Director	February 20, 2003
Dale J. Visser

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*/s/ Donald Williams	Director	February 20, 2003
Donald Williams

*By /s/ Charles E. Christmas
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description

3.1	Articles of Incorporation, previously filed as Exhibit 3.1 to the Registrant's Form SB-2 Registration Statement effective October 23, 1997. Here incorporated by reference.

3.2	Amended and Restated Bylaws.

4	Mercantile Bank Corporation Dividend Reinvestment Plan. Set forth in full in the prospectus.

5	Opinion of Warner Norcross & Judd LLP regarding the legality of the securities offered.

23.1	Consent of Warner Norcross & Judd LLP - included in Exhibit 5 and incorporated here by reference.

23.2	Consent of Crowe, Chizek and Company LLP .

24	Powers of Attorney

EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

MERCANTILE BANK CORPORATION
AS OF JANUARY 16, 2003

ARTICLE I.
OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office shall be in the City of Grand Rapids, State of Michigan.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other places both within and without the State of Michigan as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II.
MEETINGS OF SHAREHOLDERS

SECTION 1. TIMES AND PLACES OF MEETINGS. All meetings of the shareholders shall be held at such times and places, within or without the State of Michigan, as may be fixed from time to time by the board of directors. If no designation of the place of a meeting is made, such meeting shall be held at the principal office of the Corporation in Grand Rapids, Michigan.

SECTION 2. ANNUAL MEETINGS . Annual meetings of the shareholders shall be held each year at such time on such business day in the month of April as may be designated by the board of directors, or if no such designation is made, at 10 a.m. on the third Tuesday in April, or if that day is a legal holiday, then on the next succeeding business day at such place and hour as shall be fixed by the board of directors.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be called by resolution of a majority of the board of directors or by the Chairman of the Board and shall be held on a date fixed by the board of directors or the Chairman of the Board.

SECTION 4. NOTICE OF MEETINGS. Written notice of each meeting of shareholders, stating the time, place and purposes thereof, shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date fixed for the meeting. Notice of a meeting need not be given to any shareholder who signs a waiver of notice before or after the meeting. Attendance of a shareholder at a meeting shall constitute both (a) a waiver of notice or defective notice except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to holding the meeting or transacting any business because the meeting has not been lawfully called or convened, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, except when the shareholder objects to considering the matter when it is presented.

SECTION 5. SHAREHOLDER LIST. The officer or agent who has charge of the stock ledger of the Corporation shall prepare and make a complete list of the shareholders entitled to vote at each meeting, arranged by class or series of shares in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. The list shall be produced and kept at the time and place of the meeting and may be inspected during the whole time of the meeting by any shareholder who is present at the meeting.

SECTION 6. QUORUM. Unless a greater or lesser quorum is provided in the Articles of Incorporation or by law, shares entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. Except when the holders of a class or series of shares are entitled to vote separately on an item of business, shares of all classes and series entitled to vote shall be combined as a single class and series for the purpose of determining a quorum. When the holders of a class or series of shares are entitled to vote separately on an item of business, shares of that class or series entitled to cast a majority of the votes of that class or series at a meeting constitute a quorum of that class or series at the meeting, unless a greater or lesser quorum is provided in the Articles of Incorporation or by law. If there is no quorum, the officer of the Corporation presiding as chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present, when any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum. However, if the adjournment is for more than thirty (30) days, or if after the adjournment the board fixes a new record date for the adjourned meeting, notice of the time, place and purposes of such meeting shall be given to each shareholder of record on the new record date. Once a quorum is determined to be present, the shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a meeting is adjourned solely for the purpose of receiving the results of voting by shareholders, such meeting need not be reconvened. If not reconvened, such meeting shall stand adjourned pending submission of the results of voting to the Secretary of the Corporation, whereupon such meeting shall stand adjourned until the next regular or special meeting of shareholders.

SECTION 7. VOTE REQUIRED . When a quorum is present at a meeting, any action to be taken by a vote of the shareholders, other than the election of directors, shall be authorized by a majority of the votes cast by the holders of shares entitled to vote on the action, unless a greater vote is required by the Articles of Incorporation or express provision of statute. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at an election.

SECTION 8. VOTING RIGHTS. Except as otherwise provided by the Articles of Incorporation or the resolution or resolutions of the board of directors creating any class of stock, each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder. Each proxy to vote shall be in writing and signed by the shareholder or his or her duly authorized representative, and no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

SECTION 9. CONDUCT OF MEETINGS. Meetings of shareholders generally shall follow accepted rules of parliamentary procedure, subject to the following:

(a) The chairman of the meeting shall have absolute authority over matters of procedure, and there shall be no appeal from the ruling of the chairman. If, in his or her absolute discretion, the chairman deems it advisable to dispense with the rules of parliamentary procedure as to any meeting of shareholders or part thereof, he or she shall so state and shall clearly state the rules under which the meeting or appropriate part thereof shall be conducted.

(b) If disorder should arise which, in the absolute discretion of the chairman, prevents the continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting, and upon his or her so doing, the meeting is immediately adjourned without the necessity of any vote or further action of the shareholders.

(c) The chairman may require any person who is not a bona fide shareholder of record on the record date, or a validly appointed proxy of such a shareholder, to leave the meeting.

(d) The chairman may introduce nominations, resolutions or motions submitted by the board of directors for consideration by the shareholders without a motion or second. Except as the chairman shall direct, a resolution or motion not submitted by the board of directors shall be considered for a vote only if proposed by a shareholder of record on the record date or a validly appointed proxy of such a shareholder, and seconded by such a shareholder or proxy other than the individual who proposed the resolution or motion.

(e) Except as the chairman shall direct, no matter may be presented to the meeting which has not been submitted in writing to the Secretary for inclusion in the agenda at least 10 days before the date of the meeting.

(f) When all shareholders present at a meeting in person or by proxy have been offered an opportunity to vote on any matter properly before a meeting, the chairman may at his or her discretion declare the polls to be closed, and no further votes may be cast or changed after such declaration. If no such declaration is made by the chairman, the polls shall remain open and shareholders may cast additional votes or change votes until the inspectors of election have delivered their final report to the chairman.

(g) When the chairman has declared the polls to be closed on all matters then before a meeting, the chairman may declare the meeting to be adjourned pending determination of the results by the inspectors of election. In such event, the meeting shall be considered adjourned for all purposes, and the business of the meeting shall be finally concluded upon delivery of the final report of the inspectors of election to the chairman at or after the meeting.

(h) When the chairman determines that no further matters may properly come before a meeting, he or she may declare the meeting to be adjourned, without motion, second, or vote of the shareholders.

(i) When the chairman has declared a meeting to be adjourned, unless the chairman has declared the meeting to be adjourned until a later date, no further business may properly be considered at the meeting even though shareholders or holders of proxies representing a quorum may remain at the site of the meeting.

SECTION 10. INSPECTORS OF ELECTION. The board of directors or, if they shall not have so acted, the chairman, may appoint at or prior to any meeting of shareholders one or more persons (who may be directors or employees of the Corporation) to serve as inspectors of election. The inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or ballots, hear and determine challenges and questions arising in connection with the right to vote, count and tabulate votes or ballots, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.

SECTION 11. VOTING. When any vote is taken by written ballot at any meeting of shareholders, an unrevoked proxy submitted in accordance with its terms shall be accepted in lieu of, and shall be deemed to constitute, a written ballot marked as specified in such proxy.

ARTICLE III.
RECORD DATE

SECTION 1. FIXING OF RECORD DATE BY BOARD. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or to express consent to or dissent from any corporate action in writing without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the distribution or allotment of any rights or evidences of interests arising out of any change, conversion or exchange of capital stock, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to the effectuation of any other action proposed to be taken. Only shareholders of record on a record date so fixed shall be entitled to notice of, and to vote at, such meeting or to receive payment of any dividend or the distribution or allotment of any rights or evidences of interests arising out of any change, conversion or exchange of capital stock.

SECTION 2. PROVISION FOR RECORD DATE IN THE ABSENCE OF BOARD ACTION. If a record date is not fixed by the board of directors: (a) the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and (b) the record date for determining shareholders entitled to express consent to corporate action in writing, without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed; and (c) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the resolution of the board relating thereto is adopted.

SECTION 3. ADJOURNMENTS. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made as provided in this Article, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting.

ARTICLE IV.
DIRECTORS

SECTION 1. NUMBER AND QUALIFICATION OF DIRECTORS. Each director shall be at least twenty-one (21) years of age. A director need not be a shareholder, a citizen of the United States, or a resident of the State of Michigan. The number of directors shall be fixed by resolution of the board of directors as provided in the Articles of Incorporation.

SECTION 2. VACANCIES. Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner provided in the Articles of Incorporation.

SECTION 3. POWERS. The business and affairs of the Corporation shall be managed by its board of directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 4. FEES AND EXPENSES. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 5. RESIGNATION AND REMOVAL. Any director may resign at any time and such resignation shall take effect upon receipt of written notice thereof by the Corporation, or at such subsequent time as set forth in the notice of resignation. Directors may be removed only as provided by statute or the Articles of Incorporation.

ARTICLE V.
MEETINGS OF DIRECTORS

SECTION 1. PLACE OF MEETINGS. The board of directors of the Corporation may hold meetings, both regular and special, either within or without the State of Michigan.

SECTION 2. FIRST MEETING OF NEWLY ELECTED BOARD. The first meeting of each newly elected board of directors shall be held immediately following the annual meeting of shareholders, and no notice of such meeting shall be necessary to the newly elected directors to legally constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

SECTION 3. REGULAR MEETINGS. Regular meetings of the board of directors may be held with or without notice at such time and at such place as shall from time to time be determined by the board.

SECTION 4. SPECIAL MEETINGS. Special meetings of the board may be called by the Chairman of the Board or the President on two (2) days' notice to each director, either personally, by mail, by telegram or by facsimile transmission; special meetings shall be called by the Chairman of the Board or the President in like manner and on like notice on the written request of two (2) directors.

SECTION 5. PURPOSE NEED NOT BE STATED. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice of such meeting.

SECTION 6. QUORUM. At all meetings of the board of directors a majority of the total number of directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the board of directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum is not present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

SECTION 7. ACTION WITHOUT A MEETING. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if, before or after the action, all members of the board or of such committee, as the case may be, consent thereto in writing and such written consent is filed with the minutes or proceedings of the board or committee.

SECTION 8. MEETING BY TELEPHONE OR SIMILAR EQUIPMENT. Members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board, or committee, by means of conference telephone or similar communications equipment by means through which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.

SECTION 9. WAIVER OF NOTICE. Attendance of a director at or participation in a meeting of the board of directors or any committee constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting or upon his or her arrival, to the meeting or the transaction of any business because the meeting has not lawfully been called or convened, and the person does not thereafter vote for or assent to any action taken at the meeting. Notice of any meeting of the board or a committee need not be given to any person entitled thereto who waives such notice in writing, either before or after the meeting.

ARTICLE VI.
COMMITTEES OF DIRECTORS

SECTION 1. COMMITTEES. The board of directors may from time to time appoint committees, whose membership shall consist of such members of the board of directors as it may deem advisable, to serve at the pleasure of the board. The board of directors may also appoint directors to serve as alternates for members of each committee in the absence or disability of regular members. The board of directors may fill any vacancies in any committee as they occur.

SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee, if there is one, shall have and may exercise the full powers and authority of the board of directors in the management of the business affairs and property of the Corporation during the intervals between meetings of the board of directors. The Executive Committee shall also have the power and authority to declare distributions and dividends and to authorize the issuance of stock.

SECTION 3. AUDIT COMMITTEE.

(a) Function. The Audit Committee shall perform the function of an audit committee for the Corporation and may perform such function for any subsidiary of the Corporation. The Audit Committee, except as otherwise specified by the board of directors, shall have the following duties and responsibilities:

(i) causing a suitable examination of the financial records and operations of the Corporation and each of its subsidiaries to be made by the internal auditor of the Corporation;

(ii) recommending to the board of directors the employment of independent public accountants who fulfill the requirements established by Section 36 of the Federal Deposit Insurance Act, as amended, and any regulations issued pursuant to such act by the Federal Deposit Insurance Corporation or any successor of such corporation;

(iii) reviewing with the independent public accountants and management of the Corporation and its subsidiaries the bases for reports required by Section 36 of the Federal Deposit Insurance Act, as amended, and any regulations issued pursuant to such act by the Federal Deposit Insurance Corporation or any successor of such corporation;

(iv) reviewing examination reports of the Corporation prepared by regulatory authorities and such other information concerning examination reports of the Corporation's subsidiaries as the committee deems advisable; and

(v) reporting to the board of directors at least once each calendar year concerning the results of examinations made and such conclusions and recommendations as the Audit Committee deems advisable.

(b) Eligibility of Members. Directors who fulfill all of the following conditions shall be eligible to serve on the Audit Committee:

(i) members may not be current employees of the Corporation or any of its subsidiaries; and

(ii) members must satisfy the requirements established by Section 36 of the Federal Deposit Insurance Act, as amended, and any regulations issued pursuant to such act by the Federal Deposit Insurance Corporation or any successor of such corporation.

(c) Authorized Actions. The Audit Committee shall have the power to take and effect such actions as it deems necessary or advisable in the performance of its duties. The committee may engage counsel and other consultants to assist the committee in performing its duties. Such counsel and other consultants may but need not be otherwise engaged by the Corporation unless otherwise prohibited by applicable laws or regulations.

SECTION 4. COMPENSATION COMMITTEE.

(a) Function. The Compensation Committee shall perform the function of a compensation committee for the Corporation. The Compensation Committee, except as otherwise specified by the board of directors, shall have the following duties and responsibilities:

(i) making recommendations to the board of directors regarding benefit plans of the Corporation;

(ii) submitting recommendations to the board of directors regarding compensation and personnel policies and programs of the Corporation;

(iii) submitting recommendations to the board of directors regarding the compensation of the Chief Executive Officer, and individual salaries of other executive officers; and

(iv) preparing an annual report that may be submitted to the Corporation's shareholders concerning the compensation policy of the Corporation and the committee's compensation decisions during the previous fiscal year.

(b) Eligibility of Members. Directors who are not current employees of the Corporation or any of its subsidiaries shall be eligible to serve on the Compensation Committee.

SECTION 5. NOMINATING COMMITTEE. The Nominating Committee, if there is one, shall consider candidates for the board of directors, propose to the board of directors candidates for directors for submission to the shareholders at the annual meeting, and review the retirement policy for directors and make recommendations to the board of directors concerning this policy.

SECTION 6. OTHER COMMITTEES. The board of directors may designate such other committees as it may deem appropriate, and such committees shall exercise the authority delegated to them.

SECTION 7. MEETINGS. Each committee provided for above shall meet as often as its business may require and may fix a day and time for regular meetings, notice of which shall not be required. Whenever the day fixed for a meeting shall fall on a holiday, the meeting shall be held on the following business day or on such other day as the chairman of the committee may determine. Special meetings of committees may be called by any member, and notice thereof may be given to the members by telephone, telegram, letter or facsimile transmission. A majority of the members of a committee shall constitute a quorum for the transaction of the business of the committee. A record of the proceedings of each committee shall be kept and presented to the board of directors.

SECTION 8. SUBSTITUTES. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such absent or disqualified member.

ARTICLE VII.
OFFICERS AND TITLED POSITIONS

SECTION 1. APPOINTMENT OF OFFICERS. The board of directors at its first meeting after the annual meeting of shareholders, or as soon as practicable after the election of directors in each year, shall appoint from its number a Chairman of the Board. The board of directors shall also appoint a President, a Secretary, and a Treasurer, all of whom shall be officers of the Corporation. The board of directors may also appoint and expressly designate such other individuals as it may deem proper to be officers of the Corporation, with such titles as the board of directors may deem appropriate. If the offices of Chairman of the Board and President are held by a single person, that officer shall be the Chief Executive Officer of the Corporation; if not, the board of directors shall designate either the Chairman of the Board or the President to be the Chief Executive Officer of the Corporation. The dismissal of an officer, the appointment of an officer to fill the office of one who has been dismissed or has ceased for any reason to be an officer, the appointment of any additional officers, and the change of an officer to a different or additional office, may be made by the board of directors at any later meeting. Any two or more offices may be filled by the same person.

SECTION 2. APPOINTMENTS TO TITLED POSITIONS. The board of directors or the Chief Executive Officer may from time to time appoint individuals to fill titled positions. Holders of titled positions who may from time to time be appointed pursuant to this Section shall hold such titles as are assigned by the board of directors or the Chief Executive Officer and shall perform such duties and exercise such authority as may be assigned by the board of directors or the Chief Executive Officer. Dismissal of the holder of a titled position, appointment of a replacement for a holder of a titled position, appointment of any additional titled position holders, and change of a titled position holder to a different or additional position, may be made by the board of directors or the Chief Executive Officer. Any two or more titled positions may be filled by the same person.

SECTION 3. AUTHORITY OF OFFICERS. The Chairman of the Board, the Chief Executive Officer, the President, the Secretary, the Treasurer, and such other persons as the board of directors shall have appointed and expressly designated as officers shall be the only officers of the Corporation. Only the officers of the Corporation shall have discretionary authority to determine the fundamental policies of the Corporation. Holders of titled positions who have not been expressly designated as officers of the Corporation in this Section or by the board of directors shall not be officers of the Corporation regardless of their titles.

SECTION 4. AUTHORITY OF TITLED POSITIONS. Holders of titled positions who are not officers shall not have discretionary authority to determine fundamental policies of the Corporation and shall not, by reason of holding such titled positions, be entitled to have access to any files, records or other information relating or pertaining to the Corporation, its business and finances, or to attend or receive the minutes of any meetings of the board of directors or any committee of the Corporation, except as and to the extent expressly authorized and permitted by the board of directors or the Chief Executive Officer.

SECTION 5. TERM OF SERVICE. Each officer and holder of a titled position shall serve at the pleasure of the board. The board of directors may remove any officer or holder of a titled position from that office or position for cause or without cause. Any officer or holder of a titled position may resign his or her office or position at any time, such resignation to take effect upon receipt of written notice thereof by the Corporation unless otherwise specified in the resignation.

SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the shareholders and all meetings of the board of directors.

SECTION 7. PRESIDENT. The President shall, subject to the direction of the board of directors, see that all orders and resolutions of the board are carried into effect, and shall perform all other duties necessary or appropriate to his or her office, subject, however, to his or her right and the right of the directors to delegate any specific powers to any other officer or officers of the Corporation. In case of the absence or inability to act of the Chairman of the Board, the President shall exercise all of the duties and responsibilities of the Chairman until the board shall otherwise direct.

SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, in addition to his or her duties as Chairman of the Board or President, as the case may be, shall have final authority, subject to the control of the board of directors, over the general policy and business of the Corporation. The Chief Executive Officer shall have the power, subject to the control of the board of directors, to appoint, suspend or discharge and to prescribe the duties and to fix the compensation of such agents and employees of the Corporation, other than the officers appointed by the board, as he or she may deem necessary.

SECTION 9. VICE CHAIRMEN OF THE BOARD. Each Vice-Chairman of the Board shall have such powers and perform such duties as may be assigned to him or her from time to time by the board of directors or the Chief Executive Officer. In case of the absence or inability to act of the Chairman of the Board and the President, the duties of his or her office shall, unless otherwise specified by these Bylaws, be performed by the Vice-Chairmen of the Board in the order of their seniority or such other priority as may be established by the board or by the Chief Executive Officer, unless and until the board shall otherwise direct, and, when so acting, the duly authorized Vice-Chairman of the Board shall have all the powers of, and shall be subject to the restrictions upon, the Chairman of the Board or the President.

SECTION 10. VICE PRESIDENTS. Each Executive Vice President, Senior Vice President, Vice President, Assistant Vice President and such other vice presidents as may be designated by the board of directors shall have such powers and perform such duties as may be assigned to him or her from time to time by the board of directors or the Chief Executive Officer. In case of the absence or inability to act of the President, and in the absence or inability to act of the Vice-Chairmen of the Board, the duties of the President shall, unless otherwise specified by these Bylaws, be performed by the Executive Vice Presidents, the Senior Vice Presidents, the Vice Presidents, the Assistant Vice Presidents and then such other vice presidents as may be designated by the board in the order of their seniority or such other priority as may be established by the board or by the Chief Executive Officer, unless and until the board shall otherwise direct, and, when so acting, the duly authorized Executive Vice President, Senior Vice President, Vice President or Assistant Vice President shall have all the powers of, and shall be subject to the restrictions upon, the President. Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Assistant -- Vice Presidents have the authority to sign or execute contracts and other documents which shall be binding on the Corporation and to fulfill the terms thereof, but such Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Assistant Vice Presidents shall not have the discretionary policy-making authority conferred upon the officers by these Bylaws unless expressly designated as an officer by the board of directors.

SECTION 11. SECRETARY. The Secretary shall attend all sessions of the board of directors and all meetings of the shareholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the shareholders and meetings of the board of directors. He or she shall keep in safe custody the seal of the Corporation and shall see that it is affixed to all documents the execution of which, on behalf of the Corporation under its seal, is necessary or appropriate, and when so affixed may attest the same. He or she shall perform such other duties as may be prescribed by the board of directors or the Chief Executive Officer.

SECTION 12. TREASURER. The Treasurer shall have custody of the corporate funds and securities, except as otherwise provided by the board, shall cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. He or she shall disburse the funds of the Corporation as may be ordered by the board or directors, taking proper vouchers for such disbursements, and shall render to the directors, at the regular meetings of the board or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

SECTION 13. ABSENCE. In the case of the absence or inability to act of any officer or holder of any titled position, or for any other reason that the board may deem sufficient, the board of directors or the Chief Executive Officer may delegate for the time being the powers or duties of such officer or holder of any titled position, to any other director or officer. To the extent that the enumerated powers or duties do not involve participation in major policy-making functions of the Corporation or the exercise of discretionary authority to that end, said powers or duties may be delegated for the time being to the holder of a titled position, but shall be exercised under the supervision of an officer.

ARTICLE VIII.
INDEMNIFICATION

SECTION 1. INDEMNIFICATION OTHER THAN IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. 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 Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation or a subsidiary, or, while serving as such a director or officer, is or was serving at the request of the Corporation or a subsidiary 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, shall be indemnified by the Corporation against expenses (including attorneys' 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 Corporation or its shareholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or its shareholders, or with respect to any criminal action or proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful. Persons who are not directors or officers of the Corporation or a subsidiary may be similarly indemnified in respect of such service to the extent authorized at any time by the board of directors, except as otherwise provided by statute or the Articles of Incorporation.

SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation 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 Corporation or a subsidiary, or, while serving as such a director or officer, is or was serving at the request of the Corporation or a subsidiary 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, shall be indemnified by the Corporation against expenses (including attorneys' 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 Corporation or its shareholders. Indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the Corporation except to the extent authorized in Section 6 of this Article. Persons who are not directors or officers of the Corporation or a subsidiary may be similarly indemnified in respect of such service to the extent authorized at any time by the board of directors, except as otherwise provided by statute or the Articles of Incorporation.

SECTION 3. EXPENSES. To the extent that a director or officer, or other person whose indemnification is authorized by the board of directors, has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in the defense of any action, suit or proceeding referred to in Section 1 or 2 of this Article, or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith and any action, suit or proceeding brought to enforce the mandatory indemnification provided in this Section.

SECTION 4. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under Section 1 or 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who are not parties or threatened to be made parties to such action, suit or proceeding, or if such a quorum cannot be obtained, by a majority vote of a committee duly designated by the board consisting solely of two or more directors not at the time parties or threatened to be made parties to such action, suit or proceeding; (b)by independent legal counsel (who may be the regular counsel of the Corporation) in a written opinion, which counsel shall be selected as provided in (a) above, provided that if a committee cannot be designated as provided in (a) above, then the board shall select such independent counsel; (c) by all Independent Directors (as that term is defined in the Michigan Business Corporation Act) who are not parties or threatened to be made parties to such action, suit or proceeding; or (d) by the shareholders, but shares held by directors, officers, employees or agents who are parties or threatened to be made parties to such action, suit or proceeding may not be voted. In designating a committee under (a) above, or in the selection of independent legal counsel in the event a committee cannot be designated pursuant to (b)above, all directors may participate. The Corporation may indemnify a person for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fees and amounts paid in settlement for which the person is entitled to indemnification under Section 1 or 2 of this Article, even though the person is not entitled to indemnification for the total amount of such expenses, judgments, penalties, fees and amounts paid in settlement.

SECTION 5. ADVANCING OF EXPENSES. Expenses incurred by any person who is or was serving as a director or officer of the Corporation or a subsidiary in defending a civil or criminal action, suit or proceeding described in Section 1 or 2 of this Article shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding if (a) the person furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Section 1 or 2 of this Article; (b)the person furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under the Michigan Business Corporation Act. Persons who are or were not serving as a director or officer of the Corporation or a subsidiary may receive similar advances of expenses to the extent authorized at any time by the board of directors, except as otherwise provided by statute or the Articles of Incorporation. Determinations under this Section shall be made in the manner specified in Section 4 of this Article. Notwithstanding the foregoing, in no event shall any advance be made in instances where the board or independent legal counsel reasonably determines that such person deliberately breached his or her duty to the Corporation or its shareholders.

SECTION 6. RIGHT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON APPLICATION. A director, officer or other person who is a party or threatened to be made a party to an action, suit or proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court may order indemnification if it determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the applicable standard of conduct set forth in Section 1 or 2 of this Article or was adjudged liable as described in Section 2 of this Article, provided, however, that if he or she was adjudged liable, his or her indemnification shall be limited to reasonable expenses incurred.

SECTION 7. INDEMNIFICATION UNDER BYLAWS NOT EXCLUSIVE. The indemnification or advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person. The total amount of expenses advanced or indemnified from all sources shall, not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. All rights to indemnification under this Article shall be deemed to be provided by a contract between the Corporation and the director, officer, employee or agent who serves in such capacity at any time while these Bylaws and other relevant provisions of the general corporation law and other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.

SECTION 8. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

SECTION 9. MERGERS. For the purposes of this Article, references to the "Corporation" include all constituent Corporations absorbed in a consolidation or merger, as well as the resulting or surviving Corporation, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation 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, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving Corporation as if he or she had served the resulting or surviving Corporation in the same capacity.

SECTION 10. SAVINGS CLAUSE. If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer or other person whose indemnification is authorized by the board of directors as to expenses (including attorneys' fees), judgments, fees and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including a grand jury proceeding and an action by the Corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated or by any other applicable law.

ARTICLE IX.
SUBSIDIARIES

SECTION 1. SUBSIDIARIES. The board of directors, the Chairman of the Board, the Chief Executive Officer, the President, or any other officer designated by the board of directors may vote the shares of stock owned by the Corporation in any subsidiary, whether wholly or partly owned by the Corporation, in such manner as they may deem in the best interests of the Corporation, including, without limitation, for the election of directors of any subsidiary corporation, or for any amendments to the charter or bylaws of any such subsidiary corporation, or for the liquidation, merger or sale of assets of any such subsidiary corporation. The board of directors, the Chief Executive Officer, or any other officer designated by the board of directors may cause to be elected to the board of directors of any such subsidiary corporation such persons as they shall designate, any of whom may, but need not be, directors, officers, or other employees or agents of the Corporation.

SECTION 2. SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS. The officers of any subsidiary corporation shall not, by virtue of holding such title and position, be deemed to be officers of the Corporation, nor shall any such officer of a subsidiary corporation, unless he or she is also a director or officer of the Corporation, be entitled to have access to any files, records or other information relating or pertaining to the Corporation, its business and finances, or to attend or receive the minutes of any meetings of the board of directors or any committee of the Corporation, except as and to the extent expressly authorized and permitted by the board of directors or the Chief Executive Officer.

ARTICLE X.
CERTIFICATES OF STOCK

SECTION 1. FORM. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, a Vice Chairman of the Board, the President, an Executive Vice President, a Senior Vice President, or a Vice President and the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation. The certificate may but need not be, sealed with the seal of the Corporation, or a facsimile thereof.

SECTION 2. FACSIMILE SIGNATURES. Where a certificate is signed (a) by a transfer agent or an assistant transfer agent, or (b) by a transfer clerk acting on behalf of the Corporation and a registrar, the signatures of the Chairman of the Board, Vice Chairman of the Board, President, Executive Vice President, Senior Vice President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimiles. In case any officer(s) or any holder(s) of a titled position who has signed, or whose facsimile signature(s) has been used on, any certificate shall cease to be such officer(s) or holder(s) before such certificate has been delivered by the Corporation, such certificate may nevertheless be issued and delivered as though the person(s) who signed such certificate or whose facsimile signature(s) appears thereon continued to be such officer(s) or holder(s) of such titled position.

SECTION 3. LOST CERTIFICATES. The officers may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the officers may, in their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or-his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as they may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

SECTION 4. REGISTERED OWNER. The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares; the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Michigan.

SECTION 5 . ISSUANCE OF SHARES WITHOUT CERTIFICATES . The Corporation may issue some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after issuance or transfer of shares without certificates, the Corporation shall send the shareholder a written statement confirming the issuance or transfer of shares without certificates. Such written statement shall include (i) the name of the Corporation and that it is formed under the laws of the State of Michigan, (ii) the name of the person to whom the shares are issued, (iii) the number and class of shares and the designation of the series, if any, (iv) that the holder of the shares is entitled to have a certificate upon written request made to the secretary of the Corporation, and (v) any other information required by law. (added January 6, 2003)

SECTION 6. FRACTIONAL SHARES . The Corporation may issue fractions of shares. The Corporation may issue certificates for fractions of shares or issue fractions of shares without certificates. Holders of fractions of shares shall be entitled to exercise voting rights and to receive dividends and distributions in proportion to their fractional shares. The Corporation may, alternatively, pay in cash the fair value of fractions of shares, as determined from time to time by the Board of Directors, as of the time when those entitled to receive the fractions are determined. (added January 6, 2003)

ARTICLE XI.
GENERAL PROVISIONS

SECTION 1. CHECKS. Any signature on any check, demand or note may be signed by the facsimile signature of any person authorized by the board of directors to sign under this Section 1 of Article XI. If any officer who has signed or whose facsimile signature has been used shall cease to be such officer, such document may nevertheless be signed by means of such facsimile signature and delivered as though the person who signed such document or whose facsimile signature has been used thereon had not ceased to be such officer.

SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

SECTION 3. SEAL. The corporate seal shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Michigan." The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

SECTION 4. VOTING SECURITIES. The Chairman of the Board, the Chief Executive Officer, the President, or any officer designated by the board of directors shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or to execute in the name or on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend and to act and to vote, at any meetings of security holders of corporations in which the Corporation may hold securities, and at such meetings he or she and his or her duly authorized agent or attorney-in-fact shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have possessed and exercised if present.

SECTION 5. DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the board of directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Articles of Incorporation.

SECTION 6. RESERVES. Before payment of any dividends, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XII.
AMENDMENTS

These Bylaws may be amended, altered, changed, added to or repealed by the shareholders at any regular or special meeting of the shareholders if notice of such action be contained in the notice of such meeting, or by the board of directors at any regular or special meeting of the board of directors.

EXHIBIT 5 AND 23.1

Warner Norcross & Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

Telephone (616) 752-2000
Fax (616) 752-2500

February 21, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:

Mercantile Bank Corporation
Registration Statement on Form S-3
Mercantile Bank Corporation
Dividend Reinvestment Plan

Dear Sir or Madam:

We represent Mercantile Bank Corporation, a Michigan corporation (the "Company"), with respect to the above-captioned registration statement on Form S-3 (the "Registration Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register 250,000 shares of the Company's common stock ("Common Stock").

As counsel for the Company, we are familiar with its Articles of Incorporation and Bylaws and have reviewed the various proceedings taken by the Company to authorize the issuance of the Common Stock to be sold pursuant to the Registration Statement. We have also reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

On the basis of the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, any and all shares of Common Stock that are the subject of the Registration Statement will, when issued upon payment of the purchase price therefore to the Company, be validly issued, fully paid and nonassessable.

Securities and Exchange Commission
February 21, 2003
Page 2

We hereby consent to the use of this opinion as an exhibit to the Registration Statement on Form S-3 covering the Common Stock to be issued pursuant to the Dividend Reinvestment Plan.

	WARNER NORCROSS & JUDD LLP


	By:	/s/ Gordon R. Lewis
		Gordon R. Lewis A Partner

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement of Mercantile Bank Corporation on Form S-3 of our report dated January 18, 2002 (except for Note 1 as to which the date is February 1, 2002) on the 2001 consolidated financial statements of Mercantile Bank Corporation, which report is included in the 2001Annual Report on Form 10-K of Mercantile Bank Corporation for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in this Registration Statement.

	/s/ Crowe, Chizek and Company LLP
	Crowe, Chizek and Company LLP

Grand Rapids, Michigan
February 19, 2003

EXHIBIT 24

LIMITED POWER OF ATTORNEY

The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Mercantile Bank Corporation, does hereby appoint, GERALD R. JOHNSON, MICHAEL H. PRICE and CHARLES E. CHRISTMAS, and any of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Mercantile Bank Corporation, a Form S-3 Registration Statement of Mercantile Bank Corporation for the Mercantile Bank Corporation Dividend Reinvestment Plan, any and all pre-effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

_____________, 2003	/s/ Betty S. Burton
	Betty S. Burton Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ David M. Cassard
	David M. Cassard Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Edward J. Clark
	Edward J. Clark Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Peter A. Cordes
	Peter A. Cordes President, Chief Operating Officer and Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ C. John Gill
	C. John Gill Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Doyle A. Hayes
	Doyle A. Hayes Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ David M. Hecht
	David M. Hecht Director

LIMITED POWER OF ATTORNEY

January 23, 2003	/s/ Gerald R. Johnson, Jr.
	Gerald R. Johnson, Jr. Chairman of the Board, Chief Executive Officer and Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Susan K. Jones
	Susan K. Jones Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Lawrence W. Larsen
	Lawrence W. Larsen Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Calvin D. Murdock
	Calvin D. Murdock Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Michael H. Price
	Michael H. Price Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Dale J. Visser
	Dale J. Visser Director

LIMITED POWER OF ATTORNEY

_____________, 2003	/s/ Donald Williams
	Donald Williams Director