MERCANTILE BANK CORP (Form: 10-Q, Received: 08/07/2009 12:01:11)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2009


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

For the transition period from to .

Commission File No. 000-26719

MERCANTILE BANK CORPORATION

(Exact name of registrant as specified in its charter)


Michigan		38-3360865
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)


310 Leonard Street, NW, Grand Rapids,		MI 49504
(Address of principal executive offices)		(Zip Code)

(616) 406-3000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

At August 7, 2009, there were 8,589,022 shares of Common Stock outstanding.

MERCANTILE BANK CORPORATION

INDEX


	Page No.
PART I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets — June 30, 2009 (Unaudited) and December 31, 2008		3
Consolidated Statements of Income — Three and Six Months Ended June 30, 2009 (Unaudited) and June 30, 2008 (Unaudited)		4
Consolidated Statements of Changes in Shareholders’ Equity — Six Months Ended June 30, 2009 (Unaudited) and June 30, 2008 (Unaudited)		5
Consolidated Statements of Cash Flows — Six Months Ended June 30, 2009 (Unaudited) and June 30, 2008 (Unaudited)		7
Notes to Consolidated Financial Statements (Unaudited)		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3. Quantitative and Qualitative Disclosures About Market Risk		45
Item 4. Controls and Procedures		48
PART II. Other Information
Item 1. Legal Proceedings		49
Item 1A. Risk Factors		49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		49
Item 3. Defaults upon Senior Securities		49
Item 4. Submission of Matters to a Vote of Security Holders		49
Item 5. Other Information		50
Item 6. Exhibits		50
Signatures		52
EX-3.1
EX-10.5
EX-10.6
EX-10.7
EX-31
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

MERCANTILE BANK CORPORATION
CONSOLIDATED BALANCE SHEETS


	June 30,			December 31,
	2009			2008
	(Unaudited)
ASSETS
Cash and due from banks	$	15,601,000		$	16,754,000
Short term investments		2,560,000			100,000
Federal funds sold		20,741,000			8,950,000

Total cash and cash equivalents		38,902,000			25,804,000

Securities available for sale		158,996,000			162,669,000
Securities held to maturity (fair value of $61,875,000 at June 30, 2009 and $65,381,000 at December 31, 2008)		61,934,000			64,437,000
Federal Home Loan Bank stock		15,681,000			15,681,000

Loans and leases		1,708,524,000			1,856,915,000
Allowance for loan and lease losses		(32,605,000	)		(27,108,000	)

Loans and leases, net		1,675,919,000			1,829,807,000

Premises and equipment, net		30,854,000			32,334,000
Bank owned life insurance policies		43,103,000			42,462,000
Accrued interest receivable		7,733,000			8,513,000
Other assets		38,250,000			26,303,000


Total assets	$	2,071,372,000		$	2,208,010,000


LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Noninterest-bearing	$	122,388,000		$	110,712,000
Interest-bearing		1,356,245,000			1,488,863,000

Total deposits		1,478,633,000			1,599,575,000

Securities sold under agreements to repurchase		109,585,000			94,413,000
Federal Home Loan Bank advances		235,000,000			270,000,000
Subordinated debentures		32,990,000			32,990,000
Other borrowed money		16,850,000			19,528,000
Accrued expenses and other liabilities		16,622,000			17,132,000

Total liabilities		1,889,680,000			2,033,638,000

Shareholders’ equity
Preferred stock, no par value; 1,000,000 shares authorized; 21,000 shares outstanding at June 30, 2009		19,725,000			0
Common stock, no par value: 20,000,000 shares authorized; 8,590,993 shares outstanding at June 30, 2009 and 8,593,432 shares outstanding at December 31, 2008		172,277,000			172,353,000
Common stock warrants		1,138,000			0
Retained earnings (deficit)		(12,158,000	)		(1,281,000	)
Accumulated other comprehensive income		710,000			3,300,000

Total shareholders’ equity		181,692,000			174,372,000


Total liabilities and shareholders’ equity	$	2,071,372,000		$	2,208,010,000

See accompanying notes to consolidated financial statements.

MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME


	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Interest income
Loans and leases, including fees	$	24,080,000		$	26,483,000		$	49,265,000		$	55,546,000
Securities, taxable		1,889,000			1,906,000			3,825,000			3,993,000
Securities, tax-exempt		855,000			718,000			1,695,000			1,433,000
Federal funds sold		39,000			31,000			86,000			117,000
Short term investments		3,000			1,000			16,000			5,000

Total interest income		26,866,000			29,139,000			54,887,000			61,094,000

Interest expense
Deposits		11,220,000			14,861,000			24,061,000			31,964,000
Short term borrowings		475,000			472,000			915,000			1,023,000
Federal Home Loan Bank advances		2,295,000			2,666,000			4,747,000			4,995,000
Long term borrowings		426,000			548,000			909,000			1,137,000

Total interest expense		14,416,000			18,547,000			30,632,000			39,119,000


Net interest income		12,450,000			10,592,000			24,255,000			21,975,000

Provision for loan and lease losses		11,500,000			6,200,000			21,900,000			15,300,000


Net interest income after provision for loan and lease losses		950,000			4,392,000			2,355,000			6,675,000

Noninterest income
Services charges on accounts		500,000			480,000			1,012,000			984,000
Mortgage banking activities		403,000			174,000			772,000			413,000
Earnings on bank owned life insurance policies		296,000			418,000			641,000			853,000
Other income		664,000			686,000			1,470,000			1,398,000

Total noninterest income		1,863,000			1,758,000			3,895,000			3,648,000

Noninterest expense
Salaries and benefits		5,247,000			5,673,000			10,799,000			11,447,000
Occupancy		883,000			958,000			1,804,000			1,932,000
Furniture and equipment depreciation, rent and maintenance		466,000			480,000			933,000			1,020,000
FDIC insurance costs		1,796,000			304,000			2,430,000			593,000
Nonperforming asset costs		1,119,000			1,056,000			2,101,000			1,542,000
Branch consolidation costs		1,150,000			0			1,150,000			0
Other expense		1,703,000			2,306,000			3,919,000			4,572,000

Total noninterest expenses		12,364,000			10,777,000			23,136,000			21,106,000


Income (loss) before federal income tax expense (benefit)		(9,551,000	)		(4,627,000	)		(16,886,000	)		(10,783,000	)

Federal income tax expense (benefit)		(3,326,000	)		(2,015,000	)		(6,172,000	)		(4,433,000	)


Net income (loss)		(6,225,000	)		(2,612,000	)		(10,714,000	)		(6,350,000	)

Preferred stock dividends and accretion		163,000			0			163,000			0


Net income (loss) available to common shareholders	$	(6,388,000	)	$	(2,612,000	)	$	(10,877,000	)	$	(6,350,000	)


Basic earnings (loss) per share	$	(0.75	)	$	(0.31	)	$	(1.28	)	$	(0.75	)

Diluted earnings (loss) per share	$	(0.75	)	$	(0.31	)	$	(1.28	)	$	(0.75	)

Cash dividends per common share	$	0.01		$	0.08		$	0.05		$	0.23


Average basic shares outstanding		8,487,747			8,469,137			8,484,524			8,467,142

Average diluted shares outstanding		8,487,747			8,469,137			8,484,524			8,467,142

See accompanying notes to consolidated financial statements.

MERCANTILE BANK CORPORATION
CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)


											Accumulated
						Common		Retained			Other			Total
	Preferred		Common			Stock		Earnings			Comprehensive			Shareholders’
($ in thousands)	Stock		Stock			Warrants		(Deficit)			Income (Loss)			Equity
Balances, January 1, 2009	$	0	$	172,353		$	0	$	(1,281	)	$	3,300		$	174,372

Preferred stock issued, net		19,696													19,696

Accretion of preferred stock		29							(29	)					0

Common stock warrants issued							1,138								1,138

Employee stock purchase plan (6,979 shares)				30											30

Dividend reinvestment plan (2,212 shares)				8											8

Stock-based compensation expense				310											310

Cash dividends ($0.05 per common share)				(424	)										(424	)

Preferred stock dividends									(134	)					(134	)

Comprehensive income (loss):

Net loss for the period from January 1, 2009 through June 30, 2009									(10,714	)					(10,714	)

Change in net unrealized gain (loss) on securities available for sale, net of reclassifications and tax effect												(1,748	)		(1,748	)

Reclassification of unrealized gain on interest rate swaps, net of tax effect												(842	)		(842	)


Total comprehensive loss															(13,304	)


Balances, June 30, 2009	$	19,725	$	172,277		$	1,138	$	(12,158	)	$	710		$	181,692

See accompanying notes to consolidated financial statements.

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)


											Accumulated
						Common		Retained			Other			Total
	Preferred		Common			Stock		Earnings			Comprehensive			Shareholders’
($ in thousands)	Stock		Stock			Warrants		(Deficit)			Income (Loss)			Equity
Balances, January 1, 2008	$	0	$	172,938		$	0	$	4,948		$	269		$	178,155

Employee stock purchase plan (4,529 shares)				40											40

Dividend reinvestment plan (2,841 shares)				30											30

Stock option exercises (2,000 shares)				16											16

Stock tendered for stock option exercises (1,123 shares)				(16	)										(16	)

Stock-based compensation expense				310											310

Cash dividends ($0.23 per common share)				(678	)				(1,270	)					(1,948	)

Comprehensive income (loss):

Net loss for the period from January 1, 2008 through June 30, 2008									(6,350	)					(6,350	)

Change in net unrealized gain (loss) on securities available for sale, net of reclassifications and tax effect												(2,028	)		(2,028	)

Change in net fair value of interest rate swaps, net of reclassifications and tax effect												(496	)		(496	)


Total comprehensive loss															(8,874	)


Balances, June 30, 2008	$	0	$	172,640		$	0	$	(2,672	)	$	(2,255	)	$	167,713

See accompanying notes to consolidated financial statements.

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months			Six Months
	Ended			Ended
	June 30, 2009			June 30, 2008
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income (loss)	$	(10,714,000	)	$	(6,350,000	)
Adjustments to reconcile net income (loss) to net cash from operating activities
Depreciation and amortization		1,472,000			1,215,000
Provision for loan and lease losses		21,900,000			15,300,000
Stock-based compensation expense		310,000			310,000
Proceeds from sales of mortgage loans held for sale		54,068,000			28,974,000
Origination of mortgage loans held for sale		(56,279,000	)		(28,644,000	)
Net gain on sales of mortgage loans held for sale		(608,000	)		(330,000	)
Net loss on sale and write-down of foreclosed assets		544,000			891,000
Recognition of unrealized gain on interest rate swaps		(1,296,000	)		0
Earnings on bank owned life insurance policies		(641,000	)		(853,000	)
Net change in:
Accrued interest receivable		780,000			1,640,000
Other assets		(6,397,000	)		(2,835,000	)
Accrued expenses and other liabilities		(644,000	)		(3,397,000	)

Net cash from operating activities		2,495,000			5,921,000

Cash flows from investing activities
Loan and lease originations and payments, net		127,948,000			(51,863,000	)
Purchases of:
Securities available for sale		(31,790,000	)		(53,260,000	)
Securities held to maturity		(1,024,000	)		0
Federal Home Loan Bank stock		0			(5,240,000	)
Proceeds from:
Maturities, calls and repayments of available for sale securities		33,088,000			58,220,000
Maturities, calls and repayments of held to maturity securities		3,520,000			1,535,000
Proceeds from the sale of foreclosed assets		1,887,000			723,000
Purchases of premises and equipment, net		(26,000	)		(576,000	)
Purchases of bank owned life insurance		0			(1,033,000	)

Net cash from (for) investing activities		133,603,000			(51,494,000	)

Cash flows from financing activities
Net decrease in time deposits		(130,246,000	)		(29,244,000	)
Net increase (decrease) in all other deposits		9,304,000			(17,233,000	)
Net increase (decrease) in securities sold under agreements to repurchase		15,172,000			(15,165,000	)
Net increase in federal funds purchased		0			2,200,000
Proceeds from Federal Home Loan Bank advances		5,000,000			155,000,000
Maturities of Federal Home Loan Bank advances		(40,000,000	)		(50,000,000	)
Net increase (decrease) in other borrowed money		(2,678,000	)		10,232,000
Proceeds from issuance of preferred stock and common stock warrants, net		20,834,000			0
Employee stock purchase plan		30,000			40,000
Dividend reinvestment plan		8,000			30,000
Payment of cash dividends to common shareholders		(424,000	)		(1,948,000	)

Net cash from (for) financing activities		(123,000,000	)		53,912,000

See accompanying notes to consolidated financial statements.

MERCANTILE BANK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months		Six Months
	Ended		Ended
	June 30, 2009		June 30, 2008
	(Unaudited)		(Unaudited)
Net change in cash and cash equivalents		13,098,000		8,339,000
Cash and cash equivalents at beginning of period		25,804,000		29,430,000

Cash and cash equivalents at end of period	$	38,902,000	$	37,769,000


Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	33,867,000	$	43,659,000
Federal income tax		0		0
Noncash financing and investing activities:
Transfers from loans and leases to foreclosed assets		6,859,000		1,717,000
Preferred stock cash dividend accrued		134,000		0

See accompanying notes to consolidated financial statements.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation : The unaudited financial statements for the three and six months ended June 30, 2009 include the consolidated results of operations of Mercantile Bank Corporation and its consolidated subsidiaries. These subsidiaries include Mercantile Bank of Michigan (“our bank”), our bank’s three subsidiaries, Mercantile Bank Mortgage Company, LLC (“our mortgage company”), Mercantile Bank Real Estate Co., LLC (“our real estate company”), and Mercantile Insurance Center, Inc. (“our insurance center”). These consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and Item 303(b) of Regulation S-K and do not include all disclosures required by accounting principles generally accepted in the United States of America for a complete presentation of our financial condition and results of operations. In the opinion of management, the information reflects all adjustments (consisting only of normal recurring adjustments) which are necessary in order to make the financial statements not misleading and for a fair presentation of the results of operations for such periods. The results for the period ended June 30, 2009 should not be considered as indicative of results for a full year. For further information, refer to the consolidated financial statements and footnotes included in our annual report on Form 10-K for the year ended December 31, 2008.

We formed a business trust, Mercantile Bank Capital Trust I (“the trust”), in 2004 to issue trust preferred securities. We issued subordinated debentures to the trust in return for the proceeds raised from the issuance of the trust preferred securities. In accordance with FASB Interpretation No. 46, the trust is not consolidated, but instead we report the subordinated debentures issued to the trust as a liability.

We have evaluated subsequent events through August 7, 2009, the date the financial statements were issued.

Earnings Per Share : Basic earnings per share is based on the weighted average number of common shares and participating securities outstanding during the period. Diluted earnings per share include the dilutive effect of additional potential common shares issuable under our stock-based compensation plans and, beginning in the three months ended June 30, 2009, our common stock warrants, and are determined using the treasury stock method. As discussed below under the caption “Adoption of New Accounting Standards,” FASB Staff Position (“FSP”) EITF 03-6-1 was adopted effective January 1, 2009. This FSP requires that unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (referred to as “participating securities”), be included in the number of shares outstanding for both basic and diluted earnings per share calculations. Our unvested restricted stock is considered a participating security. All prior period earnings per share data presented is required to be adjusted retrospectively to conform to the provisions of the FSP. In the event of a net loss, the participating securities are excluded from the calculation of both basic and diluted earnings per share.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Due to our net loss, approximately 98,000 unvested restricted shares were not included in determining both basic and diluted earnings per share for the three months and six months ended June 30, 2009, and approximately 58,000 unvested restricted shares were not included in determining both basic and diluted earnings per share for the three and six months ended June 30, 2008. In addition, stock options and stock warrants for approximately 319,000 and 616,000 shares of common stock, respectively, were antidilutive and were not included in determining diluted earnings per share for the three and six months ended June 30, 2009, and stock options for approximately 268,000 shares of common stock were antidilutive and were not included in determining diluted earnings per share for the three and six months ended June 30, 2008. Weighted average diluted common shares outstanding equals the weighted average basic common shares outstanding during the three and six month periods ended June 30, 2009 and 2008 due to the net loss recorded during those time periods.

Allowance for Loan and Lease Losses : The allowance for loan and lease losses (“allowance”) is a valuation allowance for probable incurred credit losses. Loan and lease losses are charged against the allowance when we believe the uncollectibility of a loan or lease is confirmed. Subsequent recoveries, if any, are credited to the allowance. We estimate the allowance balance required based on past loan and lease loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans and leases, but the entire allowance is available for any loan or lease that, in our judgment, should be charged-off.

A loan or lease is impaired when, based on current information and events, it is probable we will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered in determining impairment include payment status, collateral value and the probability of collecting principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. We determine the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan or lease and the borrower, including the length of delay, the reasons for delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial loans and leases and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. We do not separately identify individual residential and consumer loans for impairment disclosures.

Derivatives : Derivative financial instruments are recognized as assets or liabilities at fair value. The accounting for changes in the fair value of derivatives depends on the use of the derivatives and whether the derivatives qualify for hedge accounting. During 2008, our derivatives consisted of interest rate swap agreements, which are used as part of our asset liability management to help manage interest rate risk. We do not use derivatives for trading purposes.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Changes in the fair value of derivatives that are designated as a hedge of the variability of cash flows to be received on various loans and are effective are reported in other comprehensive income. They are later reclassified into earnings in the same periods during which the hedged transaction affects earnings and are included in the line item in which the hedged cash flows are recorded. If hedge accounting does not apply, changes in the fair value of derivatives are recognized immediately in current earnings as noninterest income or expense.

If designated as a hedge, we formally document the relationship between derivatives as hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions. This documentation includes linking cash flow hedges to specific assets on the balance sheet. If designated as a hedge, we also formally assess, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in cash flows of the hedged items. Ineffective hedge gains and losses are recognized immediately in current earnings as noninterest income or expense. We discontinue hedge accounting when we determine the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative is settled or terminates, or treatment of the derivatives as a hedge is no longer appropriate or intended.

Adoption of New Accounting Standards : In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business Combinations , to further enhance the accounting and financial reporting related to business combinations. SFAS No. 141(R) establishes principles and requirements for how the acquirer in a business combination (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest in the acquiree, (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Therefore, the effects of the adoption of SFAS No. 141(R) will depend upon the extent and magnitude of acquisitions after December 31, 2008. The adoption of this standard has had no impact on our results of operations or financial position.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements , which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. SFAS No. 157 does not require any new fair value measurements and was originally effective beginning January 1, 2008. In February 2008, the FASB issued FSP FAS 157-2. FSP FAS 157-2 allowed entities to electively defer the effective date of SFAS No. 157 until January 1, 2009 for nonfinancial assets and nonfinancial liabilities except those items recognized or disclosed at fair value on an annual or more frequently recurring basis. We applied the fair value measurement and disclosure provisions of SFAS No. 157 to nonfinancial assets and nonfinancial liabilities effective January 1, 2009. The application of such was not material to our results of operations or financial position, although it did result in additional disclosures included in Note 11 relating to nonfinancial assets.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and Hedging Activities — an Amendment of FASB Statement No. 133 . SFAS No. 161 expands disclosure requirements regarding an entity’s derivative instruments and hedging activities. Expanded qualitative disclosures that are required under SFAS No. 161 include: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , and related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial statements. SFAS No. 161 was adopted January 1, 2009 and did not have an effect on our disclosures as we have had no derivative instruments outstanding during the current year.

In early April 2009, the FASB issued the following FSPs that are intended to provide additional guidance and require additional disclosures relating to fair value measurements and other-than-temporary impairment (“OTTI”) on an interim and/or annual basis:

	•		FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly . This FSP provides additional guidance for estimating fair value in accordance with SFAS No. 157, Fair Value Measurements , when the volume and level of activity for the asset or liability have significantly decreased. The FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. The FSP is required to be applied prospectively and retrospective application is not permitted. It is effective for interim and annual periods ending after June 15, 2009. Our adoption of this FSP during the quarter ended June 30, 2009 had no impact on our results of operations or financial position, although additional disclosures were required.

	•		FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments . This FSP, which applies to debt securities, is intended to provide greater clarity to investors about the credit and noncredit components of an OTTI event and to more effectively communicate when an OTTI event has occurred. This FSP defines the credit component of an OTTI charge as the difference between the present value of the cash flows expected to be collected and the amortized cost basis of the debt security. When an entity does not intend to sell the security and it is more likely than not that the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an OTTI charge in earnings and the remaining portion in other comprehensive income. In addition, this FSP requires additional disclosures about investment securities on an interim basis. The FSP is effective for interim and annual periods ending after June 15, 2009. This FSP is to be applied prospectively with a cumulative effect transition adjustment, if applicable, as of the beginning of the period in which it is adopted. Our adoption of this FSP during the quarter ended June 30, 2009 had no impact on our results of operations or financial position, although additional disclosures were required.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

•

FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments . This FSP requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to annual reporting periods. This FSP also requires disclosure of the method(s) and significant assumptions used to estimate the fair value of financial instruments and changes in method(s) and significant assumptions, if any, during the period. This FSP is effective for interim reporting periods ending after June 15, 2009. Our adoption of this FSP during the quarter ended June 30, 2009 had no impact on our results of operations or financial position, although additional disclosures were required.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities . This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and are required to be included in the computation of earnings per share pursuant to the two-class method described in SFAS No. 128, Earnings Per Share . The two-class method of computing earnings per share includes an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared, whether paid or unpaid, and participation rights in undistributed earnings. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior period earnings per share data presented is required to be adjusted retrospectively to conform with the provisions of this FSP. Adoption of this FSP had no impact on our second quarter or year-to-date 2009 or 2008 earnings per share.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events , which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009. The adoption of this standard did not have any impact on our results of operations or financial position.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162 . SFAS No. 168 establishes the FASB Accounting Standard Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). All guidance contained in the Codification carries an equal level of authority. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. On the effective date of SFAS No. 168, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The implementation of SFAS No. 168 will have no impact on our results of operations or financial position.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2. SECURITIES

The amortized cost, fair value of available for sale securities and the related pre-tax gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) are as follows:


			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
June 30, 2009
U.S. Government agency debt obligations	$	65,986,000	$	463,000	$	(1,438,000	)	$	65,011,000
Mortgage-backed securities		70,005,000		1,498,000		(26,000	)		71,477,000
Michigan Strategic Fund bonds		21,320,000		0		0			21,320,000
Mutual fund		1,198,000		0		(10,000	)		1,188,000


	$	158,509,000	$	1,961,000	$	(1,474,000	)	$	158,996,000


December 31, 2008
U.S. Government agency debt obligations	$	61,511,000	$	1,264,000	$	(393,000	)	$	62,382,000
Mortgage-backed securities		74,702,000		2,324,000		0			77,026,000
Michigan Strategic Fund bonds		22,105,000		0		0			22,105,000
Mutual fund		1,175,000		0		(19,000	)		1,156,000


	$	159,493,000	$	3,588,000	$	(412,000	)	$	162,669,000

The carrying amount, unrecognized gains and losses, and fair value of securities held to maturity were as follows:

			Gross		Gross
	Carrying		Unrealized		Unrealized			Fair
	Amount		Gains		Losses			Value
June 30, 2009
Municipal general obligation bonds	$	54,604,000	$	699,000	$	(836,000	)	$	54,467,000
Municipal revenue bonds		7,330,000		109,000		(31,000	)		7,408,000


	$	61,934,000	$	808,000	$	(867,000	)	$	61,875,000


December 31, 2008
Municipal general obligation bonds	$	56,893,000	$	1,133,000	$	(351,000	)	$	57,675,000
Municipal revenue bonds		7,544,000		175,000		(13,000	)		7,706,000


	$	64,437,000	$	1,308,000	$	(364,000	)	$	65,381,000

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2. SECURITIES (Continued)

Securities with unrealized losses at June 30, 2009 and December 31, 2008, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:


	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
Description of Securities	Value		Loss			Value		Loss			Value		Loss
June 30, 2009
U.S. Government agency debt obligations	$	16,759,000	$	(915,000	)	$	21,459,000	$	(523,000	)	$	38,218,000	$	(1,438,000	)
Mortgage-backed securities		2,324,000		(12,000	)		1,323,000		(14,000	)		3,647,000		(26,000	)
Michigan Strategic Fund bonds		0		0			0		0			0		0
Mutual fund		0		0			1,188,000		(10,000	)		1,188,000		(10,000	)
Municipal general obligation bonds		4,370,000		(75,000	)		19,567,000		(761,000	)		23,937,000		(836,000	)
Municipal revenue bonds		585,000		(11,000	)		1,329,000		(20,000	)		1,914,000		(31,000	)


	$	24,038,000	$	(1,013,000	)	$	44,866,000	$	(1,328,000	)	$	68,904,000	$	(2,341,000	)


December 31, 2008
U.S. Government agency debt obligations	$	20,588,000	$	(387,000	)	$	1,994,000	$	(6,000	)	$	22,582,000	$	(393,000	)
Mortgage-backed securities		0		0			0		0			0		0
Michigan Strategic Fund bonds		0		0			0		0			0		0
Mutual fund		0		0			1,156,000		(19,000	)		1,156,000		(19,000	)
Municipal general obligation bonds		3,547,000		(76,000	)		10,852,000		(275,000	)		14,399,000		(351,000	)
Municipal revenue bonds		307,000		(1,000	)		794,000		(12,000	)		1,101,000		(13,000	)


	$	24,442,000	$	(464,000	)	$	14,796,000	$	(312,000	)	$	39,238,000	$	(776,000	)

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2. SECURITIES (Continued)

We evaluate securities for other-than-temporary impairment at least on a quarterly basis. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability we have to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Effective in the second quarter of 2009, with the adoption of FSP FAS 115-2 and FAS 124-2 (see Note 1), for those debt securities whose fair value is less than their amortized cost basis, we also consider our intent to sell the security, whether it is more likely than not that we will be required to sell the security before recovery and if we do not expect to recover the entire amortized cost basis of the security. In analyzing an issuer’s financial condition, we may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial condition.

There were 15 U.S. Government agency debt obligations, two mortgage-backed securities, one mutual fund, 68 municipal general obligation bonds, and five municipal revenue bonds in a continuous loss position for 12 months or more at June 30, 2009. At June 30, 2009, 123 debt securities and a mutual fund with a fair value totaling $68.9 million have unrealized losses with aggregate depreciation of $2.3 million, or 1.1% from the amortized cost basis of total securities. At June 30, 2009, 225 debt securities with a fair value totaling $118.4 million have unrealized gains with aggregate appreciation of $2.8 million, or 1.3% from the amortized cost basis of total securities. After we considered whether the securities were issued by the federal government or its agencies and whether downgrades by bond rating agencies had occurred, we determined that unrealized losses were due to changing interest rate environments. As we do not intend to sell our debt securities before recovery of their cost basis and we believe it is more likely than not that we will not have to sell our debt securities before recovery of the cost basis, no declines are deemed to be other-than-temporary.

The amortized cost and fair values of debt securities at June 30, 2009, by contractual maturity, are shown below. The contractual maturity is utilized below for U.S. Government agency debt obligations and municipal bonds. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage backed securities, are shown separately.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2. SECURITIES (Continued)

The maturities of securities and their weighted average yields at June 30, 2009 are also shown in the following table. The yields for municipal securities are shown at their tax equivalent yield.


	Held-to-Maturity							Available-for-Sale
	Weighted							Weighted
	Average			Carrying		Fair		Average			Amortized		Fair
	Yield			Amount		Value		Yield			Cost		Value
Due in 2009		6.60	%	$	501,000	$	508,000	NA			$	0	$	0
Due in 2010 through 2014		6.65			12,760,000		13,209,000		4.86	%		5,978,000		6,344,000
Due in 2015 through 2019		6.48			14,850,000		14,989,000		5.01			13,484,000		13,513,000
Due in 2020 and beyond		6.36			33,823,000		33,169,000		5.10			46,524,000		45,154,000
Mortgage-backed securities	NA				0		0		5.13			70,005,000		71,477,000
Michigan Strategic Fund bonds	NA				0		0		3.14			21,320,000		21,320,000
Mutual fund	NA				0		0		4.00			1,198,000		1,188,000

		6.45	%	$	61,934,000	$	61,875,000		4.83	%	$	158,509,000	$	158,996,000

During the first six months of 2009 and the years ended December 31, 2008, and 2007, there were no securities sold.

At June 30, 2009, and December 31, 2008, the amortized cost of securities issued by the state of Michigan and all its political subdivisions totaled $61.9 million and $64.4 million, with an estimated market value of $61.9 million and $65.4 million, respectively. Total securities of any other specific issuer, other than the U.S. Government and its agencies, did not exceed 10% of shareholders’ equity.

The carrying value of securities that are pledged to secure repurchase agreements and other deposits was $128.4 million and $124.2 million at June 30, 2009, and December 31, 2008, respectively. In addition, substantially all of our municipal bonds have been pledged to the Discount Window of the Federal Reserve Bank of Chicago. Investments in Federal Home Loan Bank stock are restricted and may only be resold, or redeemed by, the issuer.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

3. LOANS AND LEASES

Our total loans and leases at June 30, 2009 were $1,708.5 million compared to $1,856.9 million at December 31, 2008, a decrease of $148.4 million, or 8.0%. The components of our outstanding balances at June 30, 2009 and December 31, 2008, and the percentage change in loans and leases from the end of 2008 to the end of the second quarter 2009, are as follows:


											Percent
	June 30, 2009					December 31, 2008					Increase
	Balance		%			Balance		%			(Decrease)
Real Estate:
Construction and land development	$	234,209,000		13.7	%	$	263,392,000		14.1	%		(11.1	)%
Secured by 1-4 family properties		136,923,000		8.0			140,776,000		7.6			(2.7	)
Secured by multi-family properties		48,496,000		2.8			47,365,000		2.6			2.4
Secured by nonresidential properties		857,499,000		50.2			881,350,000		47.5			(2.7	)
Commercial		424,576,000		24.9			516,201,000		27.8			(17.7	)
Leases		1,356,000		0.1			1,985,000		0.1			(31.7	)
Consumer		5,465,000		0.3			5,846,000		0.3			(6.5	)


Total loans and leases	$	1,708,524,000		100.0	%	$	1,856,915,000		100.0	%		(8.0	)%

4. ALLOWANCE FOR LOAN AND LEASE LOSSES

The following is a summary of the change in our allowance for loan and lease losses account for the three and six months ended June 30:


	Three months ended						Six months ended
	June 30,			June 30,			June 30,			June 30,
	2009			2008			2009			2008
Beginning balance	$	31,884,000		$	29,957,000		$	27,108,000		$	25,814,000
Charge-offs		(11,111,000	)		(4,431,000	)		(16,851,000	)		(9,568,000	)
Recoveries		332,000			155,000			448,000			335,000
Provision for loan and lease losses		11,500,000			6,200,000			21,900,000			15,300,000

Balance at June 30	$	32,605,000		$	31,881,000		$	32,605,000		$	31,881,000

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. PREMISES AND EQUIPMENT — NET

		Premises and equipment are comprised of the following:


	June 30,		December 31,
	2009		2008
Land and improvements	$	8,531,000	$	8,538,000
Buildings and leasehold improvements		24,515,000		24,888,000
Furniture and equipment		12,516,000		12,484,000

		45,562,000		45,910,000
Less: accumulated depreciation		14,708,000		13,576,000


Premises and equipment, net	$	30,854,000	$	32,334,000

Depreciation expense totaled $0.6 million during the second quarter of 2009, compared to $0.7 million during the second quarter of 2008. Depreciation expense totaled $1.3 million during the first six months of 2009, compared to $1.4 million during the first six months of 2008.

6. DEPOSITS

Our total deposits at June 30, 2009 were $1,478.6 million compared to $1,599.6 million at December 31, 2008, a decrease of $121.0 million, or 7.6%. The components of our outstanding balances at June 30, 2009 and December 31, 2008, and percentage change in deposits from the end of 2008 to the end of the second quarter 2009, are as follows:


											Percent
	June 30, 2009					December 31, 2008					Increase
	Balance		%			Balance		%			(Decrease)
Noninterest-bearing demand	$	122,388,000		8.3		$	110,712,000		6.9	%		10.5	%
Interest-bearing checking		58,950,000		4.0			50,248,000		3.1			17.3
Money market		18,992,000		1.3			24,886,000		1.6			(23.7	)
Savings		44,763,000		3.0			49,943,000		3.1			(10.4	)
Time, under $100,000		101,901,000		6.9			49,991,000		3.1			103.8
Time, $100,000 and over		272,771,000		18.4			184,573,000		11.6			47.8

		619,765,000		41.9			470,353,000		29.4			31.8
Out-of-area time, under $100,000		87,008,000		5.9			128,948,000		8.1			(32.5	)
Out-of-area time, $100,000 and over		771,860,000		52.2			1,000,274,000		62.5			(22.8	)

		858,868,000		58.1			1,129,222,000		70.6			(23.9	)


Total deposits	$	1,478,633,000		100.0	%	$	1,599,575,000		100.0	%		(7.6	)%

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7. SHORT-TERM BORROWINGS

Information relating to our securities sold under agreements to repurchase follows:


	Six Months Ended			Twelve Months Ended
	June 30, 2009			December 31, 2008
Outstanding balance at end of period	$	109,585,000		$	94,413,000
Average interest rate at end of period		2.01	%		1.96	%

Average balance during the period	$	93,131,000		$	93,149,000
Average interest rate during the period		1.98	%		2.04	%

Maximum month end balance during the period	$	109,585,000		$	105,986,000

Securities sold under agreements to repurchase (“repurchase agreements”) generally have original maturities of less than one year. Repurchase agreements are treated as financings, and the obligations to repurchase securities sold are reflected as liabilities. Securities involved with the agreements are recorded as assets of our bank and are held in safekeeping by correspondent banks. Repurchase agreements are offered principally to certain large deposit customers. Repurchase agreements were secured by securities with a market value of $110.6 million and $106.5 million as of June 30, 2009 and December 31, 2008, respectively.

8. FEDERAL HOME LOAN BANK ADVANCES

Our outstanding balances at June 30, 2009 totaled $235.0 million and mature at varying dates from August 2009 through January 2014, with fixed rates of interest from 2.95% to 4.92% and averaging 3.59%. At December 31, 2008, outstanding balances totaled $270.0 million with maturities ranging from January 2009 through December 2013 and fixed rates of interest from 2.95% to 5.30% and averaging 3.79%.

Each advance is payable at its maturity date and is subject to a prepayment fee if paid prior to the maturity date. The advances are collateralized by residential mortgage loans, first mortgage liens on multi-family residential property loans, first mortgage liens on commercial real estate property loans, and substantially all other assets of our bank, under a blanket lien arrangement. Our borrowing line of credit as of June 30, 2009 totaled about $300.0 million, with availability approximating $57.0 million.

Maturities of FHLB advances currently outstanding during the next 60 months are:


2009	$	30,000,000
2010		65,000,000
2011		85,000,000
2012		40,000,000
2013		10,000,000
2014		5,000,000

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9. COMMITMENTS AND OFF-BALANCE-SHEET RISK

Our bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Loan commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Standby letters of credit are conditional commitments issued by our bank to guarantee the performance of a customer to a third party. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized, if any, in the balance sheet. Our bank’s maximum exposure to loan loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. Our bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Collateral, such as accounts receivable, securities, inventory, and property and equipment, is generally obtained based on management’s credit assessment of the borrower. If required, estimated loss exposure resulting from these instruments is expensed and recorded as a liability. The balance of the liability account was $0.0 million as of June 30, 2009 and $0.5 million as of December 31, 2008.

A summary of the contractual amounts of our financial instruments with off-balance-sheet risk at June 30, 2009 and December 31, 2008 follows:


	June 30,		December 31,
	2009		2008
Commercial unused lines of credit	$	238,978,000	$	323,785,000
Unused lines of credit secured by 1-4 family residential properties		25,620,000		30,658,000
Credit card unused lines of credit		9,001,000		9,413,000
Other consumer unused lines of credit		4,082,000		4,881,000
Commitments to extend credit		4,694,000		10,959,000
Standby letters of credit		44,846,000		51,439,000


Total loan and lease commitments	$	327,221,000	$	431,135,000

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9. COMMITMENTS AND OFF-BALANCE-SHEET RISK (Continued)

Certain of our commercial loan customers have entered into interest rate swap agreements directly with our correspondent banks. To assist our commercial loan customers in these transactions, and to encourage our correspondent banks to enter into the interest rate swap transactions with minimal credit underwriting analyses on their part, we have entered into risk participation agreements with the correspondent banks whereby we agree to make payments to the correspondent banks owed by our commercial loan customers under the interest rate swap agreement in the event that our commercial loan customers do not make the payments. We are not a party to the interest rate swap agreements under these arrangements. As of June 30, 2009, the total notional amount of the underlying interest rate swap agreements was $57.6 million, with a net fair value from our commercial loan customers’ perspective of negative $4.1 million. Payments made during 2008 and the first six months of 2009 in regards to the risk participation agreements totaled $159,000; however, we believe the affected customer will reimburse us for such payments and therefore have recorded no valuation allowance for our receivable from this customer and have accrued no liability for potential future payments. These risk participation agreements are considered financial guarantees in accordance with FASB Interpretation No. 45 and are therefore recorded as liabilities at fair value, generally equal to the fees collected at the time of their execution. These liabilities are accreted into income during the term of the interest rate swap agreements, generally ranging from four to fifteen years.

10. HEDGING ACTIVITIES

Our interest rate risk policy includes guidelines for measuring and monitoring interest rate risk. Within these guidelines, parameters have been established for maximum fluctuations in net interest income. Possible fluctuations are measured and monitored using net interest income simulation. Our policy provides for the use of certain derivative instruments and hedging activities to aid in managing interest rate risk to within the policy parameters.

A majority of our assets are comprised of commercial loans on which the interest rates are variable, while a majority of our liabilities are comprised of fixed rate certificates of deposit and FHLB advances. Due to this repricing mismatch, we may periodically enter into derivative financial instruments to mitigate the exposure in cash flows resulting from changes in interest rates.

During 2008, we entered into several interest rate swaps with an aggregate notional amount of $275.0 million. The interest rate swaps qualified as cash flow hedges that converted the variable rate cash inflows on certain of our prime-based commercial loans to a fixed rate of interest. The interest rate swaps paid interest to us at stated fixed rates and required that we make interest payments based on the average of the Wall Street Journal Prime Rate.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

10. HEDGING ACTIVITIES (Continued)

On October 30, 2008, we terminated all of our interest rate swaps. The termination coincided with our decision to not lower our prime rate in association with the Federal Open Market Committee’s reduction of the targeted federal funds rate by 50 basis points on October 29, 2008. Virtually all of our prime rate-based commercial floating rate loans are tied to the Mercantile Bank Prime Rate, while our interest rate swaps utilized the Wall Street Journal Prime Rate. The resulting difference negatively impacted the effectiveness of our interest rate swaps, so we believed it was prudent to terminate them. The aggregate fair value of the interest rate swaps on October 30, 2008 was $2.4 million, which is being accreted into interest income on loans and leases based on the original term of the interest rate swaps. The remaining accretion at June 30, 2009 is as follows: $250,000 during the third and fourth quarters of 2009; and $100,000 during the first quarter of 2010. During the first six months of 2009, $1.3 million was accreted into interest income on loans and leases.

11. FAIR VALUES MEASUREMENTS

Effective January 1, 2008, we implemented SFAS No. 157 relating to our financial assets and liabilities. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability, or in the absence of a principal market, the most advantageous market for the asset or liability. The price of the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

SFAS No. 157 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from independent sources, or unobservable, meaning those that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. In that regard, SFAS No. 157 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11. FAIR VALUES MEASUREMENTS (Continued)

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data by correlation or other means.

Level 3: Significant unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The following is a description of our valuation methodologies used to measure and disclose the fair values of our financial assets and liabilities on a recurring or nonrecurring basis:

Securities available for sale. Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based on quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models. Level 2 securities include U.S. Government Agency bonds and mortgage-backed securities issued or guaranteed by U.S. Government Agencies. We have no Level 1 or 3 securities available for sale.

Securities held to maturity . Securities held to maturity are carried at amortized cost when we have the positive intent and ability to hold them to maturity. We do not intend to sell our debt securities before recovery of their cost basis, and we believe it is more likely than not that we will not have to sell our debt securities before recovery of their cost basis. The fair value of held to maturity securities, as disclosed in the accompanying consolidated financial statements, is based on quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models.

Mortgage loans held for sale . Mortgage loans held for sale are carried at the lower of cost or fair value and are measured on a nonrecurring basis. Fair value is based on independent quoted market prices, where applicable, or the prices for other mortgage whole loans with similar characteristics. As of June 30, 2009, we determined that the fair value of our mortgage loans held for sale was similar to the cost; therefore, we carried the $1.4 million of such loans at cost so they are not included in the nonrecurring table below.

Loans and leases . We do not record loans and leases at fair value on a recurring basis. However, from time to time, we record nonrecurring fair value adjustments to collateral dependent loans and leases to reflect partial write-downs or specific reserves that are based on the observable market price or current estimated value of the collateral. These loans and leases are reported in the nonrecurring table below at initial recognition of impairment and on an ongoing basis until recovery or charge-off. At time of foreclosure or repossession, foreclosed and repossessed assets are adjusted to fair value less costs to sell upon transfer of the loans and leases to foreclosed and repossessed assets, establishing a new cost basis. At that time, they are reported in our fair value disclosures in the nonrecurring table below.

Derivatives . For interest rate swaps, we measure fair value utilizing models that use primarily market observable inputs, such as yield curves and option volatilities, and accordingly, are classified as Level 2. We had no interest rate swaps contracts outstanding as of June 30, 2009 or December 31, 2008.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11. FAIR VALUES MEASUREMENTS (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2009 are as follows:


			Quoted
			Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Securities available for sale	$	158,996,000	$	0	$	158,996,000	$	0

Total	$	158,996,000	$	0	$	158,996,000	$	0

The balances of assets and liabilities measured at fair value on a recurring basis as of December 31, 2008 are as follows:


			Quoted
			Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Securities available for sale	$	162,669,000	$	0	$	162,669,000	$	0

Total	$	162,669,000	$	0	$	162,669,000	$	0

We had no assets or liabilities measured at Levels 1 or 3 on a recurring basis as of December 31, 2008 or during the first six months of 2009.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11. FAIR VALUES MEASUREMENTS (Continued)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The balances of assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2009 are as follows:


			Quoted
			Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Impaired loans ⁽¹⁾	$	59,202,000	$	0	$	59,202,000	$	0
Foreclosed assets ⁽¹⁾		12,960,000		0		12,960,000		0

Total	$	72,162,000	$	0	$	72,162,000	$	0

The balances of assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2008 are as follows:


			Quoted
			Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Impaired loans ⁽¹⁾	$	37,197,000	$	0	$	37,197,000	$	0

Total	$	37,197,000	$	0	$	37,197,000	$	0


⁽¹⁾		Represents carrying value and related write-downs for which adjustments are based on the estimated value of the property or other assets.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12. FAIR VALUES OF FINANCIAL INSTRUMENTS

Carrying amount and estimated fair values of financial instruments were as follows as of June 30, 2009 and December 31, 2008:


	June 30, 2009				December 31, 2008
	Carrying		Fair		Carrying		Fair
	Values		Values		Values		Values
Financial assets
Cash and cash equivalents	$	38,902,000	$	38,902,000	$	25,804,000	$	25,804,000
Securities available for sale		158,996,000		158,996,000		162,669,000		162,669,000
Securities held to maturity		61,934,000		61,875,000		64,437,000		65,381,000
Federal Home Loan Bank stock		15,681,000		15,681,000		15,681,000		15,681,000
Loans, net		1,675,919,000		1,696,544,000		1,829,807,000		1,872,141,000
Bank owned life insurance policies		43,103,000		43,103,000		42,462,000		42,462,000
Accrued interest receivable		7,733,000		7,733,000		8,513,000		8,513,000

Financial liabilities
Deposits		1,478,633,000		1,490,079,000		1,599,575,000		1,610,953,000
Securities sold under agreements to repurchase		109,585,000		109,585,000		94,413,000		94,413,000
Federal Home Loan Bank advances		235,000,000		239,541,000		270,000,000		274,847,000
Subordinated debentures		32,990,000		32,665,000		32,990,000		31,100,000
Accrued interest payable		12,010,000		12,010,000		15,245,000		15,245,000

Carrying amount is the estimated fair value for cash and cash equivalents, Federal Home Loan Bank stock, accrued interest receivable and payable, bank owned life insurance policies, demand deposits, securities sold under agreements to repurchase, and variable rate loans and deposits that reprice frequently and fully. Security fair values are based on market prices or dealer quotes, and if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans and deposits and for variable rate loans and deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of subordinated debentures and Federal Home Loan Bank advances is based on current rates for similar financing. Fair value of off balance sheet items is estimated to be nominal.

Current accounting pronouncements require disclosure of the estimated fair value of financial instruments. Effective January 1, 2008, fair value is defined in accordance with SFAS No. 157 as disclosed in Note 11. Given the current market conditions, a portion of our loan portfolio is not readily marketable and market prices do not exist. We have not attempted to market our loans to potential buyers, if any exist, to determine the fair value of those instruments in accordance with the definition of SFAS No. 157. Since negotiated prices in illiquid markets depends upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time. Accordingly, the fair value measurements for loans included in the table above are unlikely to represent the instruments’ liquidation values.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

13. REGULATORY MATTERS

We are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on our financial statements.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is not well capitalized, regulatory approval is required to accept brokered deposits. Subject to limited exceptions, no institution may make a capital distribution if, after making the distribution, it would be undercapitalized. If an institution is undercapitalized, it is subject to being closely monitored by its principal federal regulator, its asset growth and expansion are restricted, and plans for capital restoration are required. In addition, further specific types of restrictions may be imposed on the institution at the discretion of the federal regulator. At June 30, 2009 and December 31, 2008, our bank was in the well capitalized category under the regulatory framework for prompt corrective action. There are no conditions or events since June 30, 2009 that we believe have changed our bank’s categorization.

Our actual capital levels (dollars in thousands) and minimum required levels were:


											Minimum Required
											to be Well
						Minimum Required					Capitalized Under
						for Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
June 30, 2009
Total capital (to risk weighted assets)
Consolidated	$	226,258		11.7	%	$	154,167		8.0	%	$	NA	NA
Bank		222,187		11.6			153,865		8.0			192,331		10.0	%
Tier 1 capital (to risk weighted assets)
Consolidated		201,928		10.5			77,084		4.0			NA	NA
Bank		197,920		10.3			76,933		4.0			115,399		6.0
Tier 1 capital (to average assets)
Consolidated		201,928		9.5			85,422		4.0			NA	NA
Bank		197,920		9.3			85,285		4.0			106,606		5.0

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

13. REGULATORY MATTERS (Continued)


											Minimum Required
											to be Well
						Minimum Required					Capitalized Under
						for Capital					Prompt Corrective
	Actual					Adequacy Purposes					Action Regulations
	Amount		Ratio			Amount		Ratio			Amount		Ratio
December 31, 2008
Total capital (to risk weighted assets)
Consolidated	$	229,307		10.9	%	$	167,836		8.0	%	$	NA	NA
Bank		226,034		10.8			167,480		8.0			209,350		10.0	%
Tier 1 capital (to risk weighted assets)
Consolidated		203,072		9.7			83,918		4.0			NA	NA
Bank		199,853		9.6			83,740		4.0			125,610		6.0
Tier 1 capital (to average assets)
Consolidated		203,072		9.2			88,577		4.0			NA	NA
Bank		199,853		9.0			88,413		4.0			110,516		5.0

Our consolidated capital levels as of June 30, 2009 and December 31, 2008 include $32.0 million of trust preferred securities issued by the trust in September 2004 and December 2004 subject to certain limitations. Under applicable Federal Reserve guidelines, the trust preferred securities constitute a restricted core capital element. The guidelines provide that the aggregate amount of restricted core elements that may be included in our Tier 1 capital must not exceed 25% of the sum of all core capital elements, including restricted core capital elements, net of goodwill less any associated deferred tax liability. As of June 30, 2009 and December 31, 2008, all $32.0 million of the trust preferred securities were included as Tier 1 capital.

Our consolidated and bank capital levels as of June 30, 2009 were negatively impacted by a portion of our net deferred tax assets that did not qualify for inclusion in the Tier 1 capital. In determining the amount of net deferred tax assets that does qualify, an analysis of historical taxable income as well as projected taxable income for the next twelve months is performed at each quarter-end. At June 30, 2009, it was determined that $11.1 million and $9.8 million of our consolidated and bank net deferred tax assets did not qualify for inclusion in Tier 1 capital, respectively. At December 31, 2008, all of our consolidated and bank net deferred tax assets qualified for inclusion in Tier 1 capital.

Our and our bank’s ability to pay cash and stock dividends on our common stock is subject to limitations under various laws and regulations and to prudent and sound banking practices. On January 8, 2009, we declared a $0.04 per share cash dividend on our common stock, which was paid on March 10, 2009 to record holders as of February 10, 2009. On April 9, 2009, we declared a $0.01 per share cash dividend on our common stock, which was paid on June 10, 2009 to record holders as of May 8, 2009. On July 16, 2009, we declared a $0.01 per share cash dividend on our common stock, which is payable on September 10, 2009 to record holders as of August 10, 2009. Because we had a retained deficit at the time of the declarations, the cash dividends are recorded as a reduction of our common stock account.

MERCANTILE BANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

14. U.S. TREASURY CAPITAL PURCHASE PROGRAM PARTICIPATION

On May 15, 2009, we completed the sale of $21.0 million of preferred stock to the United States Treasury Department (“Treasury”) under the Treasury’s Capital Purchase Program. The program is designed to attract broad participation by healthy banking institutions to help stabilize the financial system and increase lending for the benefit of the U.S. economy. Under the terms of the sale, the Treasury received 21,000 shares of fixed rate cumulative perpetual preferred stock with a liquidation value of $1,000 per share and a warrant to purchase 616,438 shares of our common stock, no par value, in exchange for $21.0 million. The preferred stock qualifies as Tier 1 capital and will pay cumulative dividends at a rate of 5.00% for the first five years, and 9.00% thereafter. Subject to regulatory approval, we are generally permitted to redeem the preferred shares at par plus unpaid dividends. The common stock warrant has a 10-year term and was immediately exercisable upon its issuance, with an exercise price equal to $5.11 per share. The Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the warrant, while it holds the shares.

We allocated the $21.0 million in proceeds to the preferred stock and the common stock warrant based on their relative fair values. To determine the fair value of the preferred stock, we used a discounted cash flow model that assumed redemption of the preferred stock at the end of year 5. The discount rate utilized was 12.00% and the estimated fair value was determined to be $15.5 million. The fair value of the common stock warrant was estimated to be $0.9 million using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 1.00%; risk-free interest rate of 1.99%; expected life of five years; expected volatility of 53.00%; and a weighted average fair value of $3.92.

The aggregate fair value for both the preferred stock and the common stock warrant was determined to be $16.4 million, with 94.6% of this aggregate attributable to the preferred stock and 5.4% attributable to the common stock warrants. Therefore, the $21.0 million issuance was allocated with $19.9 million being assigned to the preferred stock and $1.1 million being assigned to the common stock warrants.

The sum of the $1.1 million difference between the $21.0 million face value of the preferred stock and the $19.9 million allocated to it upon issuance and $0.2 million of direct costs associated with the transaction, or $1.3 million, was recorded as a discount on the preferred stock. The $1.3 million discount will be accreted, using the effective interest method, as a reduction in net income available to common shareholders over the next five years at approximately $0.2 million to $0.3 million per year.

MERCANTILE BANK CORPORATION


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and our company. Words such as “anticipates”, “believes”, “estimates”, “expects”, “forecasts”, “intends”, “is likely”, “plans”, “projects”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise.

Future Factors include, among others, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; changes in the national and local economies; and risk factors described in our annual report on Form 10-K for the year ended December 31, 2008 or in this report. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.

Introduction

The following discussion compares the financial condition of Mercantile Bank Corporation and its consolidated subsidiaries, Mercantile Bank of Michigan (“our bank”), our bank’s three subsidiaries, Mercantile Bank Mortgage Company, LLC (“our mortgage company”), Mercantile Bank Real Estate Co., LLC (“our real estate company”) and Mercantile Insurance Center, Inc. (“our insurance center”), at June 30, 2009 to December 31, 2008 and the results of operations for the three and six months ended June 30, 2009 and June 30, 2008. This discussion should be read in conjunction with the interim consolidated financial statements and footnotes included in this report. Unless the text clearly suggests otherwise, references in this report to “us,” “we,” “our,” or “the company” include Mercantile Bank Corporation and its consolidated subsidiaries referred to above.

Critical Accounting Policies

Accounting principles generally accepted in the United States of America are complex and require us to apply significant judgment to various accounting, reporting and disclosure matters. We must use assumptions and estimates to apply these principles where actual measurements are not possible or practical. Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited financial statements included in this report. For a complete discussion of our significant accounting policies, see footnotes to our Consolidated Financial Statements included on pages F-39 through F-44 in our Form 10-K for the fiscal year ended December 31, 2008 (Commission file number 000-26719). Our allowance for loan and lease losses policy and accounting for income taxes are highly dependent upon subjective or complex judgments, assumptions and estimates. Changes in such estimates may have a significant impact on the financial statements, and actual results may differ from those estimates. We have reviewed the application of these policies with the Audit Committee of our Board of Directors.

MERCANTILE BANK CORPORATION

Allowance for Loan and Lease Losses : The allowance for loan and lease losses (“allowance”) is maintained at a level we believe is adequate to absorb probable incurred losses identified and inherent in the loan and lease portfolio. Our evaluation of the adequacy of the allowance is an estimate based on past loan and lease loss experience, the nature and volume of the loan and lease portfolio, information about specific borrower situations and estimated collateral values and assessments of the impact of current and anticipated economic conditions on the loan and lease portfolio. Allocations of the allowance may be made for specific loans or leases, but the entire allowance is available for any loan or lease that, in our judgment, should be charged-off. Loan and lease losses are charged against the allowance when we believe the uncollectibility of a loan or lease balance is likely. The balance of the allowance represents our best estimate, but significant downturns in circumstances relating to loan and lease quality or economic conditions could result in a requirement for an increased allowance in the future. Likewise, an upturn in loan and lease quality or improved economic conditions may result in a decline in the required allowance in the future. In either instance, unanticipated changes could have a significant impact on operating earnings.

The allowance is increased through a provision charged to operating expense. Uncollectible loans and leases are charged-off through the allowance. Recoveries of loans and leases previously charged-off are added to the allowance. A loan or lease is considered impaired when it is probable that contractual interest and principal payments will not be collected either for the amounts or by the dates as scheduled in the loan or lease agreement. Impairment is evaluated in aggregate for smaller-balance loans of similar nature such as residential mortgage, consumer and credit card loans, and on an individual loan basis for other loans. If a loan or lease is impaired, a portion of the allowance is allocated so that the loan or lease is reported, net, at the present value of estimated future cash flows using the loan’s or lease’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Loans and leases are evaluated for impairment when payments are delayed, typically 30 days or more, or when serious deficiencies are identified within the credit relationship. Our policy for recognizing income on impaired loans is to accrue interest unless a loan or lease is placed on nonaccrual status. We put loans or leases into nonaccrual status when the full collection of principal and interest is not expected.

Income Tax Accounting : Income tax liabilities or assets are established for the amount of taxes payable or refundable for the current year. Deferred income tax liabilities and assets are also established for the future tax consequences of events that have been recognized in our financial statements or tax returns. A deferred income tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences that can be carried forward (used) in future years. The valuation of current and deferred income tax liabilities and assets is considered critical as it requires us to make estimates based on provisions of the enacted laws. The assessment of tax liabilities and assets involves the use of estimates, assumptions, interpretations and judgments concerning accounting pronouncements, federal and state tax codes and the extent of future taxable income. There can be no assurance that future events, such as court decisions, positions of federal and state tax authorities, and the extent of future taxable income will not differ from our current assessments, the impact of which could be significant to the consolidated results of operations and reported earnings. We believe our tax liabilities and assets are adequate and are properly recorded in the consolidated financial statements.

MERCANTILE BANK CORPORATION

Financial Condition

During the first six months of 2009, our total assets decreased from $2,208.0 million on December 31, 2008, to $2,071.4 million on June 30, 2009. This represents a decrease in total assets of $136.6 million, or 6.2%. The decline in total assets was comprised primarily of a $148.4 million decrease in total loans and leases and a reduction of $6.2 million in securities, partially offset by a $13.1 million increase in cash and cash equivalents. The reduction in total assets provided for a $120.9 million decline in deposits and a decrease of $35.0 million in Federal Home Loan Bank advances, partially offset by a $15.2 million increase in securities sold under agreements to repurchase (“repurchase agreements”).

Commercial loans and leases decreased by $144.2 million during the first six months of 2009, and at June 30, 2009 totaled $1,566.1 million, or 91.7% of the total loan and lease portfolio. This decline reflects the slowdown in business activity in our markets and the impact of a concerted effort on our part to reduce exposure to certain non-owner occupied commercial real estate (“CRE”) and automotive-related businesses. The biggest decline occurred in the commercial and industrial (“C&I”) loan portfolio, where usage of commercial lines of credit was reduced by about $72.0 million, in large part reflecting the slowdown in business activity and a corresponding reduction in accounts receivable and inventory financings. We would expect to see an increase in commercial line of credit usage when economic conditions improve. Our systematic approach to reducing our exposure to certain CRE lending will be pro-longed, given the nature of CRE lending and the current depressed economic conditions; however, we believe that such a reduction is in our best interests when taking into account the increased inherent credit risk, relatively low loan rates and nominal deposit balances associated with targeted borrowing relationships.

The commercial loan and lease portfolio represents loans to businesses generally located within our market areas. Approximately 73% of the commercial loan and lease portfolio is primarily secured by real estate properties, with the remaining generally secured by other business assets such as accounts receivable, inventory and equipment. The continued significant concentration of the loan and lease portfolio in commercial loans and leases is consistent with our stated strategy of focusing a substantial amount of our efforts on “wholesale” banking. Corporate and business lending is an area of expertise for our senior management team, and our commercial lenders have extensive commercial lending experience, with most having at least ten years’ experience. Of each of the loan categories that we originate, commercial loans and leases are most efficiently originated and managed, thus limiting overhead costs by necessitating the attention of fewer employees. Our commercial lending business generates the largest portion of local deposits, and is our primary source of demand deposits.

The following table summarizes our loans secured by real estate, excluding residential mortgage loans representing permanent financing of owner occupied dwellings and home equity lines of credit, as of June 30, 2009:


Residential – Vacant Land	$	21,400,000
Residential – Land Development		42,053,000
Residential – Construction		11,157,000
Commercial – Vacant Land		29,005,000
Commercial – Land Development		23,469,000
Commercial – Construction NonOwner Occupied		94,225,000
Commercial – Construction Owner Occupied		7,407,000
Commercial – NonOwner Occupied		545,501,000
Commercial – Owner Occupied		359,610,000


Total	$	1,133,827,000

MERCANTILE BANK CORPORATION

Residential mortgage loans and consumer loans decreased an aggregate $4.2 million during the first six months of 2009. As of June 30, 2009, residential mortgage loans and consumer loans totaled a combined $142.4 million, or 8.3% of the total loan and lease portfolio. Although residential mortgage loan and consumer loan portfolios may increase in future periods, we expect the commercial sector of our lending efforts and resultant assets to remain the dominant loan portfolio category given our wholesale banking strategy.

Our credit policies establish guidelines to manage credit risk and asset quality. These guidelines include loan review and early identification of problem loans and leases to provide appropriate loan and lease portfolio administration. The credit policies and procedures are meant to minimize the risk and uncertainties inherent in lending. In following these policies and procedures, we must rely on estimates, appraisals and evaluations of loans and leases and the possibility that changes in these could occur quickly because of changing economic conditions. Identified problem loans and leases, which exhibit characteristics (financial or otherwise) that could cause the loans and leases to become nonperforming or require restructuring in the future, are included on the internal “watch list”. Senior management reviews this list regularly.

The levels of net loan and lease charge-offs and nonperforming assets have increased since early 2007. Although we were never directly involved in the underwriting of or the investing in subprime residential real estate loans, the apparent substantial and rapid collapse of this line of business during 2007 throughout the United States had a significant negative impact on the residential real estate development lending portion of our business. The resulting decline in real estate prices and slowdown in sales has stretched the cash flow of our local developers and eroded the value of our underlying collateral, which caused elevated levels of nonperforming assets and net loan and lease charge-offs. Since that time, we have witnessed rapidly deteriorating economic conditions in Michigan and throughout the country. The resulting decline in business revenue has negatively impacted the cash flows of many of our borrowers, some to the point where loan payments have become past due or will likely become delinquent in future periods. In addition, real estate prices have fallen significantly, thereby exposing us to larger-than-typical losses in those instances where the sale of collateral is the primary source of repayment. It is likely that net loan and lease charge-offs and nonperforming assets will remain elevated in comparison to our historical levels until economic conditions improve.

As of December 31, 2007, nonperforming assets totaled $35.7 million, or 1.68% of total assets, an increase from the $9.6 million, or 0.46% of total assets, as of December 31, 2006. As of December 31, 2007, nonperforming loans secured by real estate, combined with foreclosed properties, totaled $28.6 million, or about 80% of total nonperforming assets. Nonperforming loans and foreclosed properties associated with the development of residential real estate totaled $11.1 million, with another $3.2 million in nonperforming loans secured by, and foreclosed properties consisting of, residential properties. Net loan and lease charge-offs during 2007 totaled $6.7 million, or 0.38% of average total loans and leases. Net loan and lease charge-offs during the fourth quarter of 2007 totaled $3.9 million, or about 58%, of the total net loan and lease charge-offs for all of 2007. During 2006, net loan and lease charge-offs totaled $4.9 million, or 0.29% of average total loans and leases.

MERCANTILE BANK CORPORATION

Throughout most of 2008, we experienced deterioration in a number of commercial loan relationships which previously had been performing fairly well. Analysis of certain commercial borrowers revealed a reduced capability on the part of these borrowers to make required payments as indicated by factors such as delinquent loan payments, diminished cash flow, deteriorating financial performance, or past due property taxes, and in the case of commercial and residential development projects slow absorption or sales trends. In addition, commercial real estate serves as the primary collateral source for many of these borrowing relationships and updated evaluations and appraisals in many cases reflected significant declines from the original estimated values.

During the fourth quarter of 2008 and the first six months of 2009, we saw a continuation of the stresses caused by the weakening and poor economic conditions, especially in the CRE markets and automotive-related borrowing relationships in our C&I portfolio. High vacancy rates or slow absorption has resulted in inadequate cash flow generated from some real estate projects we have financed, and has required guarantors to provide personal funds to make full contractual loan payments and pay other operating costs. In some cases, the guarantors’ cash and other liquid reserves have become seriously diminished. In other cases, sale of the collateral, either by the borrower or us, is our primary source of repayment.

As of June 30, 2009, nonperforming assets totaled $86.6 million, or 4.18% of total assets, an increase from the $57.4 million, or 2.60% of total assets, as of December 31, 2008, and from the $46.6 million, or 2.16% of total assets, as of June 30, 2008. As of June 30, 2009, nonperforming loans secured by CRE, combined with foreclosed properties, totaled $45.5 million. Nonperforming loans and foreclosed properties associated with the development of residential real estate totaled $23.3 million, with another $4.9 million in nonperforming loans secured by, and foreclosed properties consisting of, residential properties. Net loan and lease charge-offs during the first six months of 2009 totaled $16.4 million, or an annualized 1.85% of average total loans and leases, compared to $9.2 million, or an annualized 1.03% of average total loans and leases, during the first six months of 2008.

The following table provides a breakdown of nonperforming assets as of June 30, 2009 and net loan and lease charge-offs during the first six months of 2009 by property type:


	Nonperforming		Foreclosed		Net Loan & Lease
	Loans		Assets		Charge-Offs
Residential – Land Development	$	5,376,000	$	5,046,000	$	1,684,000
Residential – Construction		12,537,000		345,000		1,109,000
Residential – Owner Occupied / Rental		3,413,000		1,497,000		2,171,000
Commercial – Land Development		1,221,000		1,071,000		74,000
Commercial – Construction		0		0		0
Commercial – Owner Occupied		16,077,000		1,301,000		668,000
Commercial – NonOwner Occupied		25,527,000		2,583,000		3,133,000
Commercial – NonReal Estate		9,520,000		1,109,000		7,393,000
Consumer – NonReal Estate		0		8,000		171,000


Total	$	73,671,000	$	12,960,000	$	16,403,000

MERCANTILE BANK CORPORATION

Securities decreased $6.2 million during the first six months of 2009, totaling $236.6 million as of June 30, 2009. Proceeds from called U.S. Government Agency bonds totaled $23.6 million during the first six months of 2009, with another $8.7 million received from principal paydowns on mortgage-backed securities. In addition, $3.5 million was received from the matured and called tax-exempt municipal general obligation bonds. A majority of the proceeds were invested back into the securities portfolio, with $27.8 million invested in U.S. Government Agency bonds, $3.9 million invested in mortgage-backed securities and $1.0 million invested in tax-exempt municipal general obligation bonds. At June 30, 2009, the securities portfolio was comprised of U.S. Government Agency bonds (28%), U.S. Government Agency issued or guaranteed mortgage-backed securities (30%), tax-exempt municipal general obligations and revenue bonds (26%), Michigan Strategic Fund bonds (9%), Federal Home Loan Bank stock (7%) and a mutual fund (less than 1%).

Market values on our U.S. Government Agency bonds, mortgage-backed securities issued or guaranteed by U.S. Government Agencies and tax-exempt municipal securities are determined on a monthly basis with the assistance of a third party vendor. Evaluated pricing models that vary by type of security and incorporate available market data are utilized. Standard inputs include issuer and type of security, benchmark yields, reported trades, broker/dealer quotes and issuer spreads. The market value of other securities is estimated at carrying value as those financial instruments are generally bought and sold at par value. We believe our valuation methodology provides for a reasonable estimation of market value, and that it is consistent with the requirements of SFAS No. 157.

Cash and cash equivalents increased $13.1 million during the first six months of 2009, totaling $38.9 million on June 30, 2009. The federal funds sold balance was up $11.8 million and short-term investments were up $2.5 million, while cash and due from bank balances were down $1.2 million.

Premises and equipment at June 30, 2009 equaled $30.9 million, a decrease of $1.5 million over the past six months. Purchases of premises and equipment during the first six months of 2009 were nominal, while depreciation expense totaled $1.3 million.

Deposits decreased $120.9 million during the first six months of 2009, totaling $1,478.6 million at June 30, 2009. Local deposits increased $149.4 million, while out-of-area deposits decreased $270.3 million. As a percent of total deposits, local deposits equaled 41.9% on June 30, 2009, an increase from 29.4% as of December 31, 2008. Noninterest-bearing demand deposits, comprising 8.3% of total deposits, increased $11.7 million during the first six months of 2009. Savings deposits (3.0% of total deposits) decreased $5.2 million, interest-bearing checking deposits (4.0% of total deposits) increased $8.7 million and money market deposit accounts (1.3% of total deposits) decreased $5.9 million during the first six months of 2009. Local certificates of deposit, comprising 25.3% of total deposits, increased $140.1 million during the first six months of 2009, with the growth primarily reflecting an influx of new depositors resulting from a one year certificate of deposit campaign we ran during the latter part of the first quarter and from municipal depositors.

Out-of-area deposits decreased $270.3 million during the first six months of 2009, totaling $858.9 million as of June 30, 2009. Out-of-area deposits consist primarily of certificates of deposit obtained from depositors located outside our market areas and placed by deposit brokers for a fee, but also include certificates of deposit obtained from the deposit owners directly. The owners of out-of-area deposits include individuals, businesses, and municipal governmental units located throughout the United States. The decline in out-of-area deposits during the first six months of 2009 primarily reflects the influx of cash resulting from the reduction in total loans and leases and from the increase in local deposits.

MERCANTILE BANK CORPORATION

Repurchase agreements increased $15.2 million during the first six months of 2009, totaling $109.6 million as of June 30, 2009. As part of our sweep account program, collected funds from certain business noninterest-bearing checking accounts are invested into over-night interest-bearing repurchase agreements. Such repurchase agreements are not deposit accounts and are not afforded federal deposit insurance.

FHLB advances decreased $35.0 million during the first six months of 2009, totaling $235.0 million as of June 30, 2009. The FHLB advances are collateralized by residential mortgage loans, first mortgage liens on multi-family residential property loans, first mortgage liens on commercial real estate property loans, and substantially all other assets of our bank, under a blanket lien arrangement. Our borrowing line of credit as of June 30, 2009 totaled about $300.0 million, with availability approximating $57.0 million. FHLB advances, along with out-of-area deposits, are the primary components of our wholesale funding program.

Liquidity

Liquidity is measured by our ability to raise funds through deposits, borrowed funds, capital or cash flow from the repayment of loans and securities. These monies are used to fund loans, meet deposit withdrawals and operate our company. Liquidity is primarily achieved through the growth of local and out-of-area deposits, advances from the FHLB and federal funds purchased, as well as liquid assets such as securities available for sale, matured and called securities, and federal funds sold. Asset and liability management is the process of managing our balance sheet to achieve a mix of earning assets and liabilities that maximizes profitability, while providing adequate liquidity.

In general, our liquidity strategy is to fund asset growth with deposits, repurchase agreements and FHLB advances and to maintain an adequate level of short- and medium-term investments to meet typical daily loan and deposit activity. Although deposit and repurchase agreement growth from customers located in our market areas has generally consistently increased, this growth has not been sufficient to meet our historical substantial loan growth and provide monies for additional investing activities. To assist in providing the additional needed funds, we have regularly obtained monies from wholesale funding sources. Wholesale funds, comprised primarily of certificates of deposit from customers outside of our market areas and advances from the FHLB, totaled $1,108.9 million, or 60.3% of combined deposits and borrowed funds as of June 30, 2009. As of December 31, 2008, wholesale funds totaled $1,414.2 million, or 71.5% of combined deposits and borrowed funds.

Although local deposits have historically generally increased as new business, municipal governmental unit and individual deposit relationships are established and as existing customers maintain or increase balances in their accounts, the relatively high reliance on wholesale funds will likely remain. As part of our interest rate risk management strategy, a majority of our wholesale funds have a fixed interest rate that mature within one year, reflecting that a majority of our loans and leases have a floating rate tied to either Mercantile Bank Prime Rate or LIBOR rates. While this strategy increases inherent liquidity risk, we believe the increased liquidity risk is sufficiently mitigated by the benefits derived from an interest rate risk management standpoint. In addition, we have developed a comprehensive contingency funding plan which we believe further mitigates the increased liquidity risk.

MERCANTILE BANK CORPORATION

Wholesale funds are generally a lower all-in cost source of funds when compared to the interest rates that would have to be offered in our local markets to generate a commensurate level of funds. Interest rates paid on new out-of-area deposits and FHLB advances have historically been similar to interest rates paid on new certificates of deposit issued to local customers. In addition, the overhead costs associated with wholesale funds are considerably less than the overhead costs that would be incurred to attract and administer a similar level of local deposits, especially if the estimated costs of a required expanded branching network were taken into account. We believe the relatively low overhead costs reflecting our limited branch network mitigate our high reliance on wholesale funds and resulting relatively low net interest margin.

As a member of the FHLB of Indianapolis, our bank has access to the FHLB advance borrowing programs. Advances totaled $235.0 million at June 30, 2009, compared to $270.0 million outstanding at December 31, 2008. Based on available collateral at June 30, 2009, our bank could borrow an additional $57.0 million. Our bank also has the ability to borrow up to $30.0 million on a daily basis through a correspondent bank using an established unsecured federal funds purchased line of credit. The average balance of federal funds purchased during the first six months of 2009 equaled only $0.2 million, compared to a $68.7 million average federal funds sold position during the same time period. Given volatile market conditions, during the latter part of 2008 we made the decision to operate with a higher than normal balance of federal funds sold, and we expect to continue to maintain a higher than historical level of federal funds sold until market conditions return to more normalized levels. As a result, we expect the use of our federal funds purchased line of credit, in at least the near future, will be minimal.

Our bank has an established line of credit through the Discount Window of the Federal Reserve Bank of Chicago. Using a substantial majority of our tax-exempt municipal securities as collateral, at June 30, 2009 we could have borrowed up to about $56.0 million for terms of 1 to 28 days, or up to about $42.0 million for terms of 29 to 90 days. We do not plan to regularly access this line of credit.

In addition to typical loan funding and deposit flow, we must maintain liquidity to meet the demands of certain unfunded loan commitments and standby letters of credit. As of June 30, 2009, our bank had a total of $282.4 million in unfunded loan commitments and $44.8 million in unfunded standby letters of credit. Of the total unfunded loan commitments, $277.7 million were commitments available as lines of credit to be drawn at any time as customers’ cash needs vary, and $4.7 million were for loan commitments expected to close within the next several months. The level of commitments to make loans has declined significantly when compared to historical levels, primarily reflecting poor economic conditions. We monitor fluctuations in loan balances and commitment levels and include such data in managing our overall liquidity.

We monitor our liquidity position and funding strategies on an ongoing basis, but recognize that unexpected events, changes in economic or market conditions, reduction in earnings performance, declining capital levels or situations beyond our control could cause either short or long term liquidity challenges. We have developed a comprehensive contingency funding plan that provides a framework for meeting both temporary and longer-term liquidity disruptions. Depending upon the particular circumstances of a liquidity situation, possible strategies may include obtaining funds via one or a combination of the following sources of funds: established lines of credit at a correspondent bank, the FHLB and the Federal Reserve Bank of Chicago, brokered certificate of deposit market, wholesale securities repurchase markets, issuance of term debt, common or preferred stock, or sale of securities or other assets.

MERCANTILE BANK CORPORATION

Capital Resources

Shareholders’ equity is a noninterest-bearing source of funds that generally provides support for asset growth and the absorption of operating losses. Shareholders’ equity was $181.7 million at June 30, 2009, compared to $174.4 million on December 31, 2008. The $7.3 million increase during the first six months of 2009 is primarily attributable to the sale of $21.0 million of preferred stock to the United States Treasury Department under the Capital Purchase Program (see Note 14), which offset the net loss from operations of $10.9 million recorded during the first six months of 2009, the payment of cash dividends totaling $0.4 million and the aggregate $2.6 million adjustment for the market value of available for sale securities as defined in SFAS No. 115 and the reclassification of unrealized gain on interest rate swaps.

We and our bank are subject to regulatory capital requirements administered by federal and state banking agencies. Failure to meet the various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. Our and our bank’s capital ratios as of June 30, 2009 and December 31, 2008 are disclosed in Note 13 of the Notes to Consolidated Financial Statements.

Our and our bank’s ability to pay cash and stock dividends to common shareholders is subject to limitations under various laws and regulations and to prudent and sound banking practices. We have paid two cash dividends on our common stock during 2009. On January 8, 2009, we declared a $0.04 per share cash dividend on our common stock which was paid on March 10, 2009 to record holders as of February 10, 2009. On April 9, 2009, we declared a $0.01 per share cash dividend on our common stock which was paid on June 10, 2009 to record holders as of May 8, 2009. On July 16, 2009, we declared a $0.01 per share cash dividend on our common stock which is payable on September 10, 2009 to record holders as of August 10, 2009. While we want to maximize shareholder value, which includes the return of capital through cash dividends, given the current economic environment and its impact on our financial performance, we believe it is prudent to pay a reduced cash dividend in 2009 when compared to previous years.

Results of Operations

We recorded a net loss attributable to common shares for the second quarter of 2009 of $6.4 million ($0.75 per basic and diluted share), compared with a net loss of $2.6 million ($0.31 per basic and diluted share) recorded during the second quarter of 2008. We recorded a net loss attributable to common shares for the first six months of 2009 of $10.9 million ($1.28 per basic and diluted share), compared with a net loss of $6.4 million ($0.75 per basic and diluted share) recorded during the first six months of 2008. The net losses attributable to common shares for the second quarter of 2009 and the first six months of 2009 include a $1.2 million ($0.76 million after-tax) expense associated with the consolidation of the mid- and eastern Michigan regions of our banking activities and a $0.9 million ($0.62 million after-tax) charge for the bank industry-wide FDIC special assessment. Excluding the impact of these one-time charges from ongoing operations, the second quarter 2009 net loss attributable to common shares was $5.0 million ($0.59 per basic and diluted share), and the six-month 2009 net loss attributable to common shares was $9.5 million ($1.12 per basic and diluted share).

MERCANTILE BANK CORPORATION

The decline in earnings performance during the second quarter of 2009 and the first six months of 2009 in comparison to the respective 2008 timeframes is primarily the result of a substantially higher provision for loan and lease losses, which more than offset increased net interest income. The elevated provision for loan and lease losses reflects continuing deterioration in the quality of the loan portfolio, most notably in the CRE and C&I segments. The continuing decline in the state and national economies has significantly hampered certain commercial borrowers’ cash flows and negatively impacted real estate values, resulting in increasing levels of nonperforming CRE and C&I loans. The increase in net interest income is the result of an improved net interest margin, which has been positively impacted by a substantial reduction in our cost of funds.

Interest income during the second quarter of 2009 was $26.9 million, a decrease of 7.8% from the $29.1 million earned during the second quarter of 2008. Interest income during the first six months of 2009 was $54.9 million, a decrease of 10.2% from the $61.1 million earned during the first six months of 2008. The reduction in interest income is attributable to a declining yield on earning assets, primarily resulting from a decreased interest rate environment, an increased level of nonperforming assets and an increased percentage of low-yielding federal funds sold to total earning assets. The negative impact of the decreased yield on earning assets on interest income more than offset the positive impact resulting from earning asset growth. During the second quarter of 2009, earning assets averaged $2,050.1 million, $20.6 million higher than average earning assets of $2,029.5 million during the second quarter of 2008. Average federal funds sold increased $56.4 million, average securities increased $23.5 million, and average short term investments, consisting mainly of certificates of deposit, increased $3.7 million, which more than offset a decline in average loans and leases of $63.0 million. During the first six months of 2009, earning assets averaged $2,102.4 million, $80.0 million higher than average earning assets of $2,022.4 million during the same time period in 2008. Average federal funds sold were up $60.6 million, average securities were up $27.0 million, and average short term investments, consisting mainly of certificates of deposit, were up $10.2 million, while average loans and leases were down $17.8 million. During the second quarter of 2009 and 2008, earning assets had an average yield (tax equivalent-adjusted basis) of 5.32% and 5.82%, respectively. During the first six months of 2009 and 2008, earning assets had an average yield of 5.33% and 6.12%, respectively. With approximately 60% of our total loans and leases tied to Prime or LIBOR rates, our earning asset yield has been substantially impacted by the steep reduction in market interest rates since late third quarter of 2007. Between mid-September 2007 and early-October 2008, the Federal Open Market Committee (“FOMC”) lowered the targeted federal funds rate by a total of 375 basis points. The resulting similar decline in the Prime and LIBOR rates, combined with an increased level of nonperforming assets, has significantly lowered our yield on earning assets and level of interest income. Although the FOMC lowered the targeted federal funds rate by another 50 basis points in late October 2008 and an additional 75 basis points in mid-December 2008, we kept the Mercantile Bank Prime Rate unchanged at 4.50% in an effort to shield interest income from further erosion. Virtually all of our prime-based commercial floating rate loans are tied to the Mercantile Bank Prime Rate. A higher level of nonperforming assets has also negatively impacted the yield on earning assets, increasing from 2.16% of total assets at June 30, 2008, to 4.18% at June 30, 2009. A significant temporary increase in average federal funds sold and short term investments during the first six months of 2009 also had an adverse effect on earning asset yield.

MERCANTILE BANK CORPORATION

Interest expense during the second quarter of 2009 was $14.4 million, a decrease of 22.3% from the $18.5 million expensed during the second quarter of 2008. Interest expense during the first six months of 2009 was $30.6 million, a decrease of 21.7% from the $39.1 million expensed during the first six months of 2008. The reduction in interest expense is primarily attributable to a declining interest rate environment, which more than offset an increase in interest-bearing liabilities necessitated by asset growth. During the second quarter of 2009, interest-bearing liabilities averaged $1,838.0 million, $15.1 million higher than average interest-bearing liabilities of $1,822.8 million during the second quarter of 2008. Average interest-bearing deposits were up $21.4 million, while average FHLB advances were down $11.8 million, average long-term borrowings were up $5.2 million and average short-term borrowings were up $0.3 million. During the first six months of 2009, interest-bearing liabilities averaged $1,897.7 million, $83.0 million higher than average interest-bearing liabilities of $1,814.7 million during the same time period in 2008. Average interest-bearing deposits were up $51.5 million, while average FHLB advances were up $22.5 million, average long-term borrowings were up $9.9 million and average short-term borrowings were down $0.9 million. A decline in the average cost of interest-bearing liabilities resulted in the reduction of interest expense. During the second quarter of 2009 and 2008, interest-bearing liabilities had an average rate of 3.15% and 4.08%, respectively. During the first six months of 2009 and 2008, interest-bearing liabilities had an average rate of 3.26% and 4.32%, respectively. The lower weighted average cost of interest-bearing liabilities is primarily due to the decline in market interest rates.

Net interest income during the second quarter of 2009 was $12.5 million, an increase of 17.5% from the $10.6 million earned during the second quarter of 2008. Net interest income during the first six months of 2009 was $24.3 million, an increase of 10.4% from the $22.0 million earned during the same time period in 2008. The increase in net interest income was due to an improved net interest margin and growth in earning assets. The net interest margin during the second quarter of 2009 was 2.50%, compared to 2.15% during the second quarter of 2008. During the first six months of 2009, the net interest margin was 2.39%, compared to 2.24% during the same time period in 2008. Although our yield on assets declined during both time periods primarily due to an increased level of nonperforming assets and a declining interest rate environment, our cost of funds declined at a far greater rate, resulting in the improved net interest margin. The cost of funds primarily decreased as a result of higher-costing matured wholesale funds, consisting of certificates of deposits and FHLB advances, being replaced by lower-costing funds.

Given the multitude of factors that impact the net interest margin, it is difficult to predict future net interest margins. However, in light of the current stable interest rate environment, our net interest margin during the remaining 2009 time period should benefit from a continued reduction in our cost of funds and the loan pricing initiatives instituted in 2008 and 2009. With respect to our cost of funds, we have about $300 million in wholesale funds at an average rate of 3.15% scheduled to mature during the third quarter of 2009 and an additional $250 million at an average rate of 3.35% scheduled to mature during the fourth quarter of 2009. Current rates on wholesale instruments range from 0.75% to 2.50%, depending on the type of product and term. While a continued reduction in our cost of funds will positively impact our net interest margin, the impact of asset quality on the net interest margin is difficult to predict.

The following table sets forth certain information relating to our consolidated average interest-earning assets and interest-bearing liabilities and reflects the average yield on assets and average cost of liabilities for the second quarter of 2009 and 2008. Such yields and costs are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively, for the period presented. Tax-exempt securities interest income and yield have been computed on a tax equivalent basis using a marginal tax rate of 35%. Securities interest income was increased by $321,000 and $300,000 in the second quarter of 2009 and 2008, respectively, for this adjustment.

MERCANTILE BANK CORPORATION


	Quarters ended June 30,
	2009								2008
	Average					Average			Average					Average
	Balance			Interest		Rate			Balance			Interest		Rate
						(dollars in thousands)
ASSETS
Loans and leases	$	1,749,919		$	24,080		5.52	%	$	1,812,898		$	26,483		5.86	%
Securities		233,402			3,065		5.25			209,892			2,924		5.57
Federal funds sold		62,755			39		0.25			6,352			31		1.93
Short term investments		3,995			3		0.27			352			1		1.12

Total interest-earning assets		2,050,071			27,187		5.32			2,029,494			29,439		5.82

Allowance for loan losses		(35,815	)							(32,030	)
Other assets		132,337								128,285

Total assets	$	2,146,593							$	2,125,749


LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits	$	1,442,815		$	11,220		3.12	%	$	1,421,444		$	14,861		4.19	%
Short-term borrowings		95,828			475		1.99			95,545			472		1.98
FHLB advances		249,505			2,295		3.64			261,264			2,666		4.04
Long-term borrowings		49,819			426		3.38			44,594			548		4.86

Total interest-bearing liabilities		1,837,967			14,416		3.15			1,822,847			18,547		4.08

Noninterest-bearing deposits		115,391								110,409
Other liabilities		17,046								20,591
Shareholders’ equity		176,189								171,902

Total liabilities and shareholders’ equity	$	2,146,593							$	2,125,749


Net interest income				$	12,771							$	10,892

Net interest rate spread							2.17	%							1.74	%

Net interest rate margin on average assets							2.39	%							2.06	%

Net interest margin on average earning assets							2.50	%							2.15	%

Provisions for loan and lease losses during the second quarter of 2009 were $11.5 million, compared to $6.2 million during the second quarter of 2008. Provisions for loan and lease losses during the first six months of 2009 were $21.9 million, compared to $15.3 million that was expensed during the same time period in 2008. The increased provisions primarily reflect a higher volume of net loan and lease charge-offs and additional deterioration in the quality of our loan and lease portfolio, stemming from the continuing declines in the Michigan, regional, and national economies. The economic downturn, which in 2007 and early 2008 had a significant impact on our residential real estate development loan portfolio, had an adverse effect on the quality of other portfolio sectors as well throughout 2008 and into 2009. A majority of the provision expense during the first six months of 2009 related to CRE and C&I loans.

MERCANTILE BANK CORPORATION

Net loan and lease charge-offs of $10.8 million were recorded during the second quarter of 2009, compared to $4.3 million during the second quarter of 2008. During the first six months of 2009, net loan and lease charge-offs totaled $16.4 million, compared to $9.2 million during the same time period in 2008. Of the $11.1 million in gross loans and leases charged-off during the second quarter of 2009, $5.8 million, or approximately 53%, represents the elimination of specific reserves that were established in earlier periods. The remaining $5.3 million, while in part covered through general reserve allocations via our loan grading system, is included in the $11.5 million provision that was expensed during the second quarter of 2009. Provision expense during the first six months of 2009 allocated to CRE loans totaled $8.8 million, with another $7.0 million allocated to C&I loans. The allowance, as a percentage of total loans and leases outstanding, was 1.91% as of June 30, 2009, compared to 1.46% as of December 31, 2008 and 1.73% as of June 30, 2008.

In each accounting period, we adjust the allowance to the amount we believe is necessary to maintain the allowance at adequate levels. Through the loan and lease review and credit departments, we attempt to allocate specific portions of the allowance based on specifically identifiable problem loans and leases. The evaluation of the allowance is further based on, but not limited to, consideration of the internally prepared Reserve Analysis, composition of the loan and lease portfolio, third party analysis of the loan and lease administration processes and loan and lease portfolio and general economic conditions. In addition, the historically strong commercial loan growth and expansions into new markets are taken into account.

The Reserve Analysis, used since our inception and completed monthly, applies reserve allocation factors to outstanding loan and lease balances to calculate an overall allowance dollar amount. For commercial loans and leases, which continue to comprise a vast majority of our loan and lease portfolio, reserve allocation factors are based upon the loan ratings as determined by our standardized grade paradigms. For retail loans, reserve allocation factors are based upon the type of credit. Adjustments for specific loan relationships, including impaired loans and leases, are made on a case-by-case basis. The reserve allocation factors are primarily based on recent levels and historical trends of net loan and lease charge-offs and non-performing assets, the comparison of the recent levels and historical trends of net loan charge-offs and nonperforming assets with a customized peer group consisting of ten similarly—sized publicly traded banking organizations conducting business in the states of Michigan, Illinois, Indiana or Ohio, the review and consideration of our loan migration analysis and the experience of senior management making similar loans and leases over a period of many years. We regularly review the Reserve Analysis and make adjustments based upon identifiable trends and experience.

Noninterest income during the second quarter of 2009 was $1.86 million, an increase of 6.0% over the $1.76 million earned during the second quarter of 2008. Noninterest income during the first six months of 2009 was $3.90 million, an increase of 6.8% over the $3.65 million earned during the same time period in 2008. Income from mortgage banking activities increased $359,000, or 86.9%, during the first six months of 2009, reflecting a higher volume of refinancing activity due to the lower interest rate environment, while rental income on foreclosed properties, included in other income, increased $187,000, or 332.6%.

MERCANTILE BANK CORPORATION

Noninterest expense during the second quarter of 2009 was $12.4 million, an increase of 14.7% over the $10.8 million expensed during the second quarter of 2008. Noninterest expense during the first six months of 2009 was $23.1 million, an increase of 9.6% over the $21.1 million expensed during the same time period in 2008. Overhead costs during the second quarter of 2009 and the first six months of 2009 include a $1.2 million charge for the branch consolidation and $0.9 million charge for the bank industry-wide FDIC special assessment. We expect an additional one-time charge of $0.2 million during the third quarter of 2009 related to the branch consolidation; thereafter, we expect the branch consolidation to result in a $200,000 per month reduction in overhead costs. Excluding these one-time charges, noninterest expense during the second quarter of 2009 totaled $10.3 million, or $0.5 million lower than the second quarter of 2008; for the first six months of 2009, noninterest expense equaled $21.1 million, or $0.1 million lower than the first six months of 2008. Controllable operating expenses, including salaries and benefits (excluding a $0.5 million one-time charge for severance payments included in the branch consolidation line), occupancy, and furniture and equipment costs, declined $0.5 million in the second quarter of 2009 and $0.9 million in the first six months of 2009 when compared to the respective 2008 timeframes. Excluding the one-time charge, salary and benefit costs were down $0.4 million in the second quarter of 2009 and $0.6 million in the first six months of 2009, primarily resulting from a reduction in full-time equivalent employees from 318 at the end of the second quarter of 2008 to 278 as of June 30, 2009. FDIC insurance assessments, excluding the one-time special assessment, equaled $0.9 million in the second quarter of 2009, up $0.6 million from the amount expensed in the second quarter of 2008, and $1.5 million in the first six months of 2009, up $0.9 million from the same time period in 2008. Costs associated with the administration and resolution of problem assets, including legal costs, property tax payments, appraisals and write-downs on foreclosed properties, totaled $2.1 million during the first six months of 2009, compared to $1.5 million during the same time period in 2008.

Due to our loss before federal income tax benefit, we recorded a federal income tax benefit during the second quarter and first six months of 2009. During the second quarter of 2009, we recorded a loss before federal income tax benefit of $9.6 million and a federal income tax benefit of $3.3 million, compared to a loss before federal income tax benefit of $4.6 million and a federal income tax benefit of $2.0 million during the second quarter of 2008. During the first six months of 2009, we recorded a loss before federal income tax benefit of $16.9 million and a federal income tax benefit of $6.2 million, compared to a loss before federal income tax benefit of $10.8 million and a federal income tax benefit of $4.4 million during the same time period in 2008. Our effective tax rate during the second quarter of 2009 was (34.8%), compared to (43.5%) during the second quarter of 2008. Our effective tax rate during the first six months of 2009 was (36.6%), compared to (41.1%) during the same time period in 2008.

SFAS No. 109, Accounting for Income Taxes , requires that companies assess whether a valuation allowance should be established against their deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. In accordance with SFAS No. 109, we reviewed our deferred tax assets and determined that no valuation allowance was necessary at June 30, 2009. Despite the loss during the second quarter of 2009 and for the first six months of 2009, combined with a challenging economic environment, we have a history of strong earnings, are well capitalized, and have cautiously optimistic expectations regarding future taxable income. In making such judgments, significant weight is given to evidence that can be objectively verified. In making decisions regarding any valuation allowance, we consider both positive and negative evidence and analyze changes in near-term market conditions as well as other factors which may impact future operating results. The deferred tax assets will be analyzed quarterly for changes affecting realizability, and there can be no guarantee that a valuation allowance will not be necessary in future periods.

MERCANTILE BANK CORPORATION


Item 3.		Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk. All of our transactions are denominated in U.S. dollars with no specific foreign exchange exposure. We have only limited agricultural-related loan assets and therefore have no significant exposure to changes in commodity prices. Any impact that changes in foreign exchange rates and commodity prices would have on interest rates is assumed to be insignificant. Interest rate risk is the exposure of our financial condition to adverse movements in interest rates. We derive our income primarily from the excess of interest collected on our interest-earning assets over the interest paid on our interest-bearing liabilities. The rates of interest we earn on our assets and owe on our liabilities generally are established contractually for a period of time. Since market interest rates change over time, we are exposed to lower profitability if we cannot adapt to interest rate changes. Accepting interest rate risk can be an important source of profitability and shareholder value; however, excessive levels of interest rate risk could pose a significant threat to our earnings and capital base. Accordingly, effective risk management that maintains interest rate risk at prudent levels is essential to our safety and soundness.

Evaluating the exposure to changes in interest rates includes assessing both the adequacy of the process used to control interest rate risk and the quantitative level of exposure. Our interest rate risk management process seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain interest rate risk at prudent levels with consistency and continuity. In evaluating the quantitative level of interest rate risk, we assess the existing and potential future effects of changes in interest rates on our financial condition, including capital adequacy, earnings, liquidity and asset quality. Our interest rate risk policy provides for the use of certain derivative instruments and hedging activities to aid in managing interest rate risk to within policy parameters. During the first six months of 2008, we entered into interest rate swaps to convert the variable rate cash flows on certain of our prime-based commercial loans to a fixed rate of interest. Further discussion of our use of, and the accounting for, interest rate swaps is included in Notes 1 and 10 to the Consolidated Financial Statements.

We use two interest rate risk measurement techniques. The first, which is commonly referred to as GAP analysis, measures the difference between the dollar amounts of interest sensitive assets and liabilities that will be refinanced or repriced during a given time period. A significant repricing gap could result in a negative impact to our net interest margin during periods of changing market interest rates. The following table depicts our GAP position as of June 30, 2009 (dollars in thousands):

MERCANTILE BANK CORPORATION


	Within			Three to			One to			After
	Three			Twelve			Five			Five
	Months			Months			Years			Years			Total
Assets:
Commercial loans and leases ⁽¹⁾	$	582,867		$	240,917		$	691,856		$	50,496		$	1,566,136
Residential real estate loans		51,831			14,887			56,249			13,956			136,923
Consumer loans		1,476			926			2,590			473			5,465
Investment securities ⁽²⁾		38,189			4,756			42,385			151,281			236,611
Short term investments		23,301			0			0			0			23,301
Allowance for loan and leases losses		0			0			0			0			(32,605	)
Other assets		0			0			0			0			135,541

Total assets		697,664			261,486			793,080			216,206			2,071,372

Liabilities:
Interest-bearing checking		58,950			0			0			0			58,950
Savings		44,763			0			0			0			44,763
Money market accounts		18,992			0			0			0			18,992
Time deposits < $100,000		39,631			107,051			42,227			0			188,909
Time deposits $100,000 and over		373,178			517,711			153,742			0			1,044,631
Short term borrowings		109,585			0			0			0			109,585
FHLB advances		10,000			65,000			160,000			0			235,000
Long term borrowings		34,840			0			15,000			0			49,840
Noninterest-bearing checking		0			0			0			0			122,388
Other liabilities		0			0			0			0			16,622

Total liabilities		689,939			689,762			370,969			0			1,889,680
Shareholders’ equity		0			0			0			0			181,692

Total sources of funds		689,939			689,762			370,969			0			2,071,372


Net asset (liability) GAP	$	7,725		$	(428,276	)	$	422,111		$	216,206


Cumulative GAP	$	7,725		$	(420,551	)	$	1,560		$	217,766


Percent of cumulative GAP to total assets		0.4	%		(20.3	)%		0.1	%		10.5	%


⁽¹⁾		Floating rate loans that are currently at interest rate floors are treated as fixed rate loans and are reflected using maturity date and not next repricing date.

⁽²⁾		Mortgage-backed securities are categorized by expected final maturities based upon prepayment trends as of June 30, 2009.

The second interest rate risk measurement we use is commonly referred to as net interest income simulation analysis. We believe that this methodology provides a more accurate measurement of interest rate risk than the GAP analysis, and therefore, serves as our primary interest rate risk measurement technique. The simulation model assesses the direction and magnitude of variations in net interest income resulting from potential changes in market interest rates. Key assumptions in the model include prepayment speeds on various loan and investment assets; cash flows and maturities of interest-sensitive assets and liabilities; and changes in market conditions impacting loan and deposit volume and pricing. These assumptions are inherently uncertain, subject to fluctuation and revision in a dynamic environment; therefore, the model cannot precisely estimate net interest income or exactly predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes and changes in market conditions and the company’s strategies, among other factors.

MERCANTILE BANK CORPORATION

We conducted multiple simulations as of June 30, 2009, in which it was assumed that changes in market interest rates occurred ranging from up 200 basis points to down 200 basis points in equal quarterly instalments over the next twelve months in comparison to estimated net interest income based on our balance sheet, including the balances and interest rates associated with our specific loans, securities, deposits and borrowed funds, as of June 30, 2009. The resulting estimates are within our policy parameters established to manage and monitor interest rate risk.


	Dollar Change In		Percent Change In
Interest Rate Scenario	Net Interest Income		Net Interest Income
Interest rates down 200 basis points	$	7,207,000		14.9	%
Interest rates down 100 basis points		7,156,000		14.8
No change in interest rates		7,110,000		14.7
Interest rates up 100 basis points		6,472,000		13.3
Interest rates up 200 basis points		7,199,000		14.8

The resulting estimates have been significantly impacted by the current interest rate and economic environment, as adjustments have been made to critical model inputs with regards to traditional interest rate relationships. This is especially important as it relates to floating rate commercial loans and brokered certificates of deposit, which comprise a substantial portion of our balance sheet. As of June 30, 2009, the Mercantile Bank Prime Rate is 4.50% as compared to the Wall Street Journal Prime Rate of 3.25%. Historically, the two indices have been equal; however, we elected not to reduce the Mercantile Bank Prime Rate in late October and mid-December of 2008 when the Wall Street Journal Prime Rate declined by 50 and 75 basis points, respectively. In conducting our simulations at June 30, 2009, we have made the assumption that the Mercantile Bank Prime Rate will remain unchanged until the Wall Street Journal Prime Rate exceeds the Mercantile Bank Prime Rate, at which time the two indices will remain equal in the increasing interest rate scenarios. We have also made similar assumptions in regards to our local deposit rates, which in general have not been reduced since the separation of the Mercantile and Wall Street Journal Prime Rate indices. Also, brokered certificate of deposit rates have substantially decreased over the past several months, with part of the decline attributable to a significant imbalance whereby the supply of available funds far outweighs the demand from banks looking to raise funds. As a result, we have substantially limited further reductions in brokered certificate of deposit rates in the declining interest rate scenarios.

In addition to changes in interest rates, the level of future net interest income is also dependent on a number of other variables, including: the growth, composition and absolute levels of loans, deposits, and other earning assets and interest-bearing liabilities; level of nonperforming assets; economic and competitive conditions; potential changes in lending, investing and deposit gathering strategies; client preferences; and other factors.

MERCANTILE BANK CORPORATION


Item 4.		Controls and Procedures

As of June 30, 2009, an evaluation was performed under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2009. There have been no significant changes in our internal controls over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION


Item 1.		Legal Proceedings

From time to time, we may be involved in various legal proceedings that are incidental to our business. In our opinion, we are not a party to any current legal proceedings that are material to our financial condition, either individually or in the aggregate.


Item 1A.		Risk Factors

There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, 2008.


Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds

We have made no unregistered sales of equity securities during the quarter ended June 30, 2009 that have not previously been reported in a Current Form on Form 8-K.

We have made no purchases of our equity securities during the quarter ended June 30, 2009.

We are presently participating in the Treasury’s Capital Purchase Program. Under the program we sold preferred stock and a warrant for common stock to the Treasury for $21.0 million on May 15, 2009. An agreement we signed in connection with the program provides that we may not, without the Treasury’s consent, increase our dividend rate per share of common stock or, with certain exceptions, repurchase any shares of our common stock. Our most recent quarterly dividend on our common stock was $0.01 per share. These restrictions remain in effect until the earlier of (i) May 15, 2012, or (ii) such time as all of the preferred stock that we sold to the Treasury has been redeemed by us, or transferred by the Treasury to third parties that are not affiliated with the Treasury.


Item 3.		Defaults upon Senior Securities.

Not applicable.


Item 4.		Submission of Matters to a Vote of Security Holders.

At our Annual Meeting held on April 23, 2009, our shareholders voted to elect five directors, Doyle A. Hayes, Susan K. Jones, Lawrence W. Larsen, Michael H. Price and Dale J. Visser, each for a one year term expiring at the Annual Meeting of our shareholders in 2010. The results of the election were as follows:


	Votes		Votes				Broker
Nominee	For		Withheld		Abstentions		Non-Votes
Doyle A. Hayes		7,755,521		169,171		0		0
Susan K. Jones		7,757,818		166,874		0		0
Lawrence W. Larsen		7,763,009		161,684		0		0
Michael H. Price		7,766,176		158,517		0		0
Dale J. Visser		7,760,289		164,403		0		0

The terms of office of the following directors (who were not up for election) continued after the Annual Meeting: Betty S. Burton, David M. Cassard, Edward J. Clark, Peter A. Cordes, Calvin D. Murdock, Merle J. Prins, Timothy O. Schad, and Donald Williams, Sr.


Item 5.		Other Information.

On May 11, 2009, we filed a Current Report on Form 8-K reporting that we approved a plan to close our Oakland County office in Novi, Michigan and our Ann Arbor, Michigan office, and consolidate our banking activities. Subsequently, we entered into agreements terminating the leases for our Oakland County and Ann Arbor offices.

As indicated in the press release that we filed with our May 11, 2009 Current Report on Form 8-K, we closed our Oakland County and Ann Arbor offices because we believed that the downturn in the Michigan economy would be protracted, and that it was in our and our shareholders’ best interests to consolidate portions of our banking locations.

In case entering into the agreements terminating these leases is required to be reported on a Form 8-K, we are making the disclosures below regarding the lease terminations.

Termination of Lease for Oakland County Office

On May 21, 2009, our bank entered into an agreement with CD Partner L.L.C., a Michigan limited liability company, that became effective May 28, 2009. The agreement amended the five-year lease for our Oakland County office that was scheduled to expire on October 2, 2012, so that the lease terminates on August 31, 2009. The lease provided us with 12,006 square feet of space on a 1.88 acre parcel of land at 28350 Cabot Drive in Novi, Michigan, and included an option for us to extend the lease for an additional five-year term. Pursuant to the agreement, we paid the landlord $505,189 for terminating the lease early.

Termination of Lease for Ann Arbor Office

On July 22, 2009, our bank entered into an agreement with Jerry and Ruthann Helmer. The agreement amended the five-year lease for our Ann Arbor office that was scheduled to expire on June 30, 2010, so that the lease terminates on August 31, 2009. The lease provided us with approximately 10,000 square feet of space at 325 W. Eisenhower Parkway in Ann Arbor, Michigan, and included options for us to extend the lease for two additional five-year periods. Pursuant to the agreement, we paid the landlord $171,774 for terminating the lease early, and paid the 2009 Summer Tax for the office of approximately $27,570.


Item 6.		Exhibits


EXHIBIT NO.		EXHIBIT DESCRIPTION

3.1		Our Articles of Incorporation

3.2		Our Amended and Restated Bylaws dated as of January 16, 2003 are incorporated by reference to Exhibit 3.2 of our Registration Statement on Form S-3 (Commission File No. 333-103376) that became effective on February 21, 2003

4.1		Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, filed with the Michigan Department of Energy, Labor and Economic Growth on May 12, 2009, is included in Exhibit 3.1 to this report

4.2		Form of the stock certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A is incorporated by reference to exhibit 4.1 of our Form 8-K filed May 15, 2009


Item 6.		Exhibits (Continued)


EXHIBIT NO.		EXHIBIT DESCRIPTION

4.3		Warrant to Purchase Common Stock of Mercantile Bank Corporation, dated May 15, 2009 is incorporated by reference to exhibit 4.2 of our Form 8-K filed May 15, 2009

10.1		Letter Agreement, dated as of May 15, 2009, between Mercantile Bank Corporation and the United States Department of the Treasury, including the Securities Purchase Agreement — Standard Terms and Schedules is incorporated by reference to exhibit 10.1 of our Form 8-K filed May 15, 2009

10.2		Side Letter Agreement, dated as of May 15, 2009, between Mercantile Bank Corporation and the United States Department of the Treasury regarding the American Recovery and Reinvestment Act of 2009 is incorporated by reference to exhibit 10.2 of our Form 8-K filed May 15, 2009

10.3		Amendment to Employment Agreements, dated May 15, 2009, by and among Mercantile Bank Corporation, Mercantile Bank of Michigan, Michael H. Price, Robert B. Kaminski, Jr. and Charles E. Christmas is incorporated by reference to exhibit 10.3 of our Form 8-K filed May 15, 2009

10.4		Form of Waiver executed by each of Michael H. Price, Robert B. Kaminski Jr. and Charles E. Christmas is incorporated by reference to exhibit 10.4 of our Form 8-K filed May 15, 2009

10.5		Amendment to Commercial Lease between our bank and Jerry Helmer and Ruthann Helmer dated August 14, 2007 for our Ann Arbor, Michigan office

10.6		Termination of Lease Agreement between our bank and CD Partners LLC dated May 21, 2009 for our Oakland County, Michigan office

10.7		Termination of Lease Agreement between our bank and Jerry Helmer and Ruthann Helmer dated July 22, 2009 for our Ann Arbor, Michigan office

31		Rule 13a-14(a) Certifications

32.1		Section 1350 Chief Executive Officer Certification

32.2		Section 1350 Chief Financial Officer Certification

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 7, 2009.


	MERCANTILE BANK CORPORATION
	By:	/s/ Michael H. Price
		Michael H. Price
		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)


	By:	/s/ Charles E. Christmas
		Charles E. Christmas
		Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

EXHIBIT INDEX


EXHIBIT NO.		EXHIBIT DESCRIPTION

3.1		Our Articles of Incorporation

3.2		Our Amended and Restated Bylaws dated as of January 16, 2003 are incorporated by reference to Exhibit 3.2 of our Registration Statement on Form S-3 (Commission File No. 333-103376) that became effective on February 21, 2003

4.1		Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, filed with the Michigan Department of Energy, Labor and Economic Growth on May 12, 2009, is included in Exhibit 3.1 to this report

4.2		Form of the stock certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A is incorporated by reference to exhibit 4.1 of our Form 8-K filed May 15, 2009

4.3		Warrant to Purchase Common Stock of Mercantile Bank Corporation, dated May 15, 2009 is incorporated by reference to exhibit 4.2 of our Form 8-K filed May 15, 2009

10.1		Letter Agreement, dated as of May 15, 2009, between Mercantile Bank Corporation and the United States Department of the Treasury, including the Securities Purchase Agreement — Standard Terms and Schedules is incorporated by reference to exhibit 10.1 of our Form 8-K filed May 15, 2009

10.2		Side Letter Agreement, dated as of May 15, 2009, between Mercantile Bank Corporation and the United States Department of the Treasury regarding the American Recovery and Reinvestment Act of 2009 is incorporated by reference to exhibit 10.2 of our Form 8-K filed May 15, 2009

10.3		Amendment to Employment Agreements, dated May 15, 2009, by and among Mercantile Bank Corporation, Mercantile Bank of Michigan, Michael H. Price, Robert B. Kaminski, Jr. and Charles E. Christmas is incorporated by reference to exhibit 10.3 of our Form 8-K filed May 15, 2009

10.4		Form of Waiver executed by each of Michael H. Price, Robert B. Kaminski Jr. and Charles E. Christmas is incorporated by reference to exhibit 10.4 of our Form 8-K filed May 15, 2009

10.5		Amendment to Commercial Lease between our bank and Jerry Helmer and Ruthann Helmer dated August 14, 2007 for our Ann Arbor, Michigan office

10.6		Termination of Lease Agreement between our bank and CD Partners LLC dated May 21, 2009 for our Oakland County, Michigan office

10.7		Termination of Lease Agreement between our bank and Jerry Helmer and Ruthann Helmer dated July 22, 2009 for our Ann Arbor, Michigan office


EXHIBIT NO.		EXHIBIT DESCRIPTION

31		Rule 13a-14(a) Certifications

32.1		Section 1350 Chief Executive Officer Certification

32.2		Section 1350 Chief Financial Officer Certification

EXHIBIT 3.1

Filed on July 15, 1997 by the Administrator

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES — CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU

Date Received Effective Date

Corporate Identification Number ____________

ARTICLES OF INCORPORATION

MERCANTILE BANK CORPORATION

These Articles of Incorporation are signed by the incorporator for the purpose of forming a profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:

ARTICLE I.
Name

The name of the corporation is Mercantile Bank Corporation.

ARTICLE II
Corporate Purpose

The purpose or purposes for which the corporation is formed are to serve as a bank holding company registered under the Bank Holding Company Act of 1956, being 12 U.S.C. Sections 1841 to 1850 (as amended from time to time, and including any successor statutes) and to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.

ARTICLE III
Capital Stock

The total number of shares of all classes of stock which the corporation shall have authority to issue is 10,000,000 shares which shall be divided into two classes as follows;

	(1)		1,000,000 shares of Preferred Stock (Preferred Stock); and

	(2)		9,000,000 shares of Common Stock (Common Stock).

The designations and the powers, preferences and relative, participating optional or other special rights, and the qualifications limitations or restrictions of the above classes of stock shall be as follows:

A. Preferred Stock

1. Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors may determine.

2. The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers, full or limited, but not to exceed one vote per share, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restriction thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) the following:

(a) The designation of such series and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors.

(b) The dividend rate or rates on the shares of such series and the preference or relation which such dividends shall bear to the dividends payable on any other class of capital stock or on any other series of Preferred Stock, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what condition such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate.

(c) Whether the shares of such series shall be redeemable, and, if redeemable, whether redeemable for cash, property or rights, including securities of any other corporations, at the option of either the holder or the corporation or upon the happening of a specified event, the limitations and restrictions with respect to such redemption, the time or times when, the price or prices or rate or rates at which, the adjustments with which and the manner in which such shares shall be redeemable, including the manner of selecting shares of such series for redemption if less than all shares are to be redeemed.

(d) The rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon the voluntary or involuntary liquidation, dissolution, distribution or winding up of the corporation, which rights may vary depending on whether such liquidation, dissolution, distribution or winding up is voluntary or involuntary, and, if voluntary, may vary at different dates.

(e) Whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether and upon what conditions such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof.

(f) Whether the shares of such series shall be convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or of any other series of any class of capital stock of the corporation, and, if so convertible or exchangeable, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange.

(g) The voting powers, full and/or limited, if any, of the shares of such series, and whether and under what conditions the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a single class, for the election of one or more directors, or additional directors of the corporation in case of dividend arrearages or other specified events, or upon other matters.

(h) Whether the issuance of any additional shares of such series, or of any shares of any other series, shall be subject to restrictions as to issuance, or as to the powers, preferences or rights of any such other series.

(i) Any other preferences, privileges and powers and relative, participating, option or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with the provisions of these Articles of Incorporation.

3. Unless and except to the extent otherwise required by law or provided in the resolution or resolutions of the Board of Directors creating any series of Preferred Stock pursuant to this Section A, the holders of the Preferred Stock shall have no voting power with respect to any matter whatsoever. In no event shall the Preferred Stock be entitled to more than one vote in respect of each share of stock.

4. Shares of Preferred Stock redeemed, converted, exchanged, purchased, retired or surrendered to the corporation, or which have been issued and reacquired in any manner, may, upon compliance with any applicable provisions of the Business Corporation Act of the State of Michigan, be given the status of authorized and unissued shares of Preferred Stock and may be reissued by the Board of Directors as part of the series of which they were originally a part or may be reclassified into and reissued as part of a new series or as a part of any other series, all subject to the protective conditions or restrictions of any outstanding series of Preferred Stock.

B. Common Stock

1. Except as otherwise required by law or by any amendment to these Articles of Incorporation, each holder of Common Stock shall have one vote for each share of stock held by him of record on the books of the corporation on all matters voted upon by the shareholders.

2. Subject to the preferential dividend rights, if any, applicable to shares of Preferred Stock and subject to applicable requirements, if any, with respect to the setting aside of sums for purchase, retirement or sinking funds for Preferred Stock, the holders of Common Stock shall be entitled to receive, to the extent permitted by law, such dividends as may be declared from time to time by the Board of Directors.

3. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock, holders of Common Stock shall be entitled to receive all of the remaining assets of the corporation of whatever kind available for distribution to shareholders ratably in proportion to the number of shares of Common Stock held by them respectively. The Board of Directors may distribute in kind to the holders of Common Stock such remaining assets of the corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or entity, or any combination thereof, and may sell all or any part of the consideration so received and distribute any balance thereof in kind to holders of Common Stock. The merger or consolidation of the corporation into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of the corporation of any class, shall not be deemed to be a dissolution, liquidation of winding up of the corporation for the purposes of this paragraph.

4. Such numbers of shares of Common Stock as may from time to time be required for such purpose shall be reserved for issuance (i) upon conversion of any shares of Preferred Stock or any obligation of the corporation convertible into shares of Common Stock which is at the time outstanding or issuable upon exercise of any options or warrants at the time outstanding and (ii) upon exercise of any options, warrants or rights at the time outstanding to purchase shares of Common Stock.

ARTICLE IV
Board of Directors

A. Number, Election and Term of Directors. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors. The number of directors of the corporation shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors of the corporation, except that the minimum number of directors shall be fixed at no less than 6 and the maximum number of directors shall be fixed at no more than 15. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly equal in number as possible, of one-third of the total number of directors constituting the entire Board of Directors. Initially, Class I directors shall be elected for a one-year term, Class II directors for a two-years term and Class III directors for a three-year term. At each succeeding annual meeting of shareholders, beginning in 1998, successors of the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible.

B. Shareholder Nomination of Director Candidates. Nominations for election to the Board of Directors of the corporation at a meeting of shareholders may be made by the Board of Directors, on behalf of the Board of Directors by any nominating committee appointed by the Board of Directors, or by any shareholder of the corporation entitled to vote for the election of directors at the meeting. Nominations, other than those made by or on behalf of the Board of Directors, shall be made by notice in writing delivered to or mailed, postage prepaid, and received by the Secretary of the corporation at least 60 days but no more than 90 days prior to the anniversary date of the immediately preceding Annual Meeting of Shareholders. The notice shall set forth (i) the name and address of the shareholder who intends to make the nomination; (ii) the name, age, business address and, if known, residence address of each nominee; (iii) the principal occupation or employment of each nominee; (iv) the number of shares of stock of the corporation which are beneficially owned by each nominee and by the nominating shareholder; (v) any other information concerning the nominee that must be disclosed by nominees in a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934 (or any subsequent provisions replacing such Regulation); and (vi) the executed consent of each nominee to serve as a director of the corporation, if elected. The chairman of the meeting of shareholders may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if the chairman should so determine, the chairman shall so declare to the meeting and the defective nomination shall be disregarded.

C. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by a sole remaining director. Any director of any class chosen to fill a vacancy in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the next annual meeting for the year in which his or her term expires and until such director’s successor shall have been elected and qualified.

D. Removal. Any director may be removed from office only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class.

E. Preferred Stock. Notwithstanding the foregoing paragraphs, whenever the holders of any one or more classes or series of Preferred Stock issued by the corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the Articles of Incorporation applicable thereto. The then authorized number of directors of the corporation shall be increased by the number of additional directors to be elected, and such directors so elected shall not be divided into classes pursuant to this Article unless expressly provided by such terms.

F. Amendment or Repeal. Notwithstanding anything contained in these Articles of Incorporation or the By-laws of the corporation to the contrary, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, repeal or adopt any provision inconsistent with the purpose and intent of this Article.

ARTICLE V
Directors’ Liability

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) a violation of Section 551(1) of the Michigan Business Corporation Act, or (iv) for any transaction from which the director derived any improper personal benefit. If the Michigan Business Corporation Act is amended after the date of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE VI
Indemnification

Directors and officers of the corporation shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the name of the corporation, a subsidiary, or otherwise) arising out of their service to the corporation or a subsidiary, or to another organization at the request of the corporation or a subsidiary. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the corporation. The corporation may purchase and maintain insurance to protect itself and any such director, officer or other person against any liability asserted against him and incurred by him in respect of such service whether or not the corporation would have the power to indemnify him against such liability by law or under the provisions of this paragraph. The provisions of this paragraph shall be applicable to directors, officers and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, executors, and administrators of the directors, officers and other persons referred to in this paragraph.

ARTICLE VII
Shareholder Action

Except as otherwise required by law, any action required or permitted to be taken on or after September 30, 1997 by any shareholders of the corporation must be effected at a duly called annual or special meeting of such shareholders and may not be effected by any consent in writing by such shareholders. Except as may be otherwise required by law, special meetings of shareholders of the corporation may be called only by the Board of Directors or the Chairman of the Board. Notwithstanding anything contained in these Articles of Incorporation or the By-laws of the corporation to the contrary, the affirmative vote of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with the purpose and intent of this Article.

ARTICLE VIII
Registered Office and Agent

The address of the initial registered office of the corporation is: 500 Woodward Avenue, Suite 4000, Detroit, Michigan 48226. The name of the resident agent is: Jerome M. Schwartz.

ARTICLE IX
Incorporator

The name and address of the incorporator of the corporation is as follows:

Jerome M. Schwartz
Dickinson, Wright, Moon, Van Dusen & Freeman
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226

I, the incorporator, sign my name this 15th day of July, 1997.



	/s/ Jerome M. Schwartz
	Incorporator, Jerome M. Schwartz

Fees remitted by and document to be returned to:
Jerome M. Schwartz
Dickinson, Wright, Moon, Van Dusen and Freeman
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226



MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES

Date Received	(FOR BUREAU USE ONLY)


	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.	FILED JULY 07 2004

Name		Administrator BUREAU OF COMMERCIAL SERVICES
Jerome M. Schwartz

Address

Dickinson Wright PLLC, 500 Woodward Avenue, Suite 4000

City State Zip Code

Detroit Michigan 48226		EFFECTIVE DATE:

Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), the undersigned corporation executes the following Certificate:

1.		The present name of the corporation is: Mercantile Bank Corporation

2.		The identification number assigned by the Bureau is: 478801



3.		Article III of the Articles of Incorporation is hereby amended to read as follows: Please see Exhibit A attached hereto which sets forth Article III of the Articles of Incorporation, as amended.



4.		The foregoing amendment to the Articles of Incorporation was duly adopted on the 22nd day of April, 2004 by the shareholders at a meeting where the necessary votes were cast in favor of the amendment.


Signed this 12 ^th day of May, 2004

MERCANTILE BANK CORPORATION

By:		/s/ Gerald R. Johnson, Jr.


Name: Gerald R. Johnson, Jr.

Title: Chairman and Chief Executive Officer


		Name of organization remitting fees:		Preparer’s name and business telephone number:

		Mercantile Bank Corporation		Jerome M. Schwartz
				Dickinson Wright PLLC
				(313) 223-3500

EXHIBIT A

ARTICLE III
Capital Stock

The total number of shares of all classes of stock which the corporation shall have authority to issue is 21,000,000 shares which shall be divided into two classes as follows:

	(1)		1,000,000 shares of Preferred Stock (Preferred Stock); and

	(2)		20,000,000 shares of Common Stock (Common Stock).

A. Preferred Stock

1. Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors may determine.

B. Common Stock



MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES

Date Received	(FOR BUREAU USE ONLY)


	This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.	FILED MAY 2, 2008

Name		Administrator BUREAU OF COMMERCIAL SERVICES
Jerome M. Schwartz

Address

Dickinson Wright PLLC, 500 Woodward Avenue, Suite 4000

City State Zip Code

Detroit Michigan 48226		EFFECTIVE DATE:

Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), the undersigned corporation executes the following Certificate:

1.		The present name of the corporation is: Mercantile Bank Corporation

2.		The identification number assigned by the Bureau is: 478801



3.		Article IV of the Articles of Incorporation is hereby amended to read as follows: Please see Exhibit A attached hereto which sets forth Article IV of the Articles of Incorporation, as amended.



4.		The foregoing amendment to the Articles of Incorporation was duly adopted on the 24 ^th day of April, 2008 by the shareholders at a meeting in accordance with Section 611(3) of the Act.


Signed this 24 ^th day of April, 2008

MERCANTILE BANK CORPORATION

By:		/s/ Michael H. Price


Name: Michael H. Price
Chairman of the Board, President, and
Chief Executive Officer


		Name of organization remitting fees:		Preparer’s name and business telephone number:

		Dickinson Wright PLLC		Jerome M. Schwartz
				Dickinson Wright PLLC
				(313) 223-3500

EXHIBIT A

ARTICLE IV
Board of Directors

A. Number, Election and Term of Directors. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors. The number of directors of the corporation shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors of the corporation, except that the minimum number of directors shall be fixed at no less than 6 and the maximum number of directors shall be fixed at no more than 15. Commencing with the 2009 annual meeting of shareholders, directors shall be elected annually to hold office until the succeeding annual meeting of shareholders. Directors elected at the 2006 annual meeting of shareholders shall hold office until the 2009 annual meeting of shareholders; directors elected at the 2007 annual meeting of shareholders shall hold office until the 2010 annual meeting of shareholders; and directors elected at the 2008 annual meeting of shareholders shall hold office until the 2011 annual meeting of shareholders. A director shall hold office for the term for which the director is elected and until the director’s successor is elected and qualified, or until the director’s resignation or removal.

C. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by a sole remaining director. Any director chosen to fill a vacancy shall hold office for a term that expires at the next election of directors and until the director’s successor is elected and qualified. In no case will a decrease in the number of directors shorten the term of any incumbent director.

UST 449

CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

MERCANTILE BANK CORPORATION

Mercantile Bank Corporation, a corporation organized and existing under the laws of the State of Michigan (the “ Corporation ”), in accordance with the provisions of Section 302 of the Michigan Business Corporation Act, does hereby certify:

The board of directors of the Corporation (the “ Board of Directors ”) or an applicable committee of the Board of Directors, in accordance with the articles of incorporation and bylaws of the Corporation and applicable law, adopted the following resolution on May 7, 2009 creating a series of 21,000 shares of Preferred Stock of the Corporation designated as “ Fixed Rate Cumulative Perpetual Preferred Stock, Series A ”.

RESOLVED , that pursuant to the provisions of the articles of incorporation and the bylaws of the Corporation and applicable law, a series of Preferred Stock, no par value per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “ Designated Preferred Stock ”). The authorized number of shares of Designated Preferred Stock shall be 21,000.

Part 2. Standard Provisions . The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part. 3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Annex A hereto) as defined below:

(a) “ Common Stock ” means the common stock (no par value per share) of the Corporation.

(b) “ Dividend Payment Date ” means February 15, May 15, August 15 and November 15 of each year.

UST 449

(c) “ Junior Stock ” means the Common Stock, and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means $5,250,000.

(f) “ Parity Stock ” means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “ Signing Date ” means the Original Issue Date.

Part. 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

IN WITNESS WHEREOF, Mercantile Bank Corporation has caused this Certificate of Designations to be signed by Robert B. Kaminski, Jr., its Executive Vice President, Chief Operating Officer and Secretary, this 8th day of May, 2009.


		Mercantile Bank Corporation

		By:		/s/ Robert B. Kaminski, Jr.
				Robert B. Kaminski, Jr.

		Title:		Executive Vice President, Chief Operating Officer and Secretary

ANNEX A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Applicable Dividend Rate ” means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

(b) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(c) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.

(d) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

(e) “ Bylaws ” means the bylaws of the Corporation, as they may be amended from time to time.

(f) “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “ Charter ” means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

(h) “ Dividend Period ” has the meaning set forth in Section 3(a).

(i) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(j) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

A-1

(k) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(l) “ Preferred Director ” has the meaning set forth in Section 7(b).

(m) “ Preferred Stock ” means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.

(n) “ Qualified Equity Offering ” means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

(o) “ Share Dilution Amount ” has the meaning set forth in Section 3(b).

(p) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

(q) “ Successor Preferred Stock ” has the meaning set forth in Section 5(a).

(r) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends .

(a) Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date ( i.e. , no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but

A-2

excluding, the next Dividend Payment Date is a “ Dividend Period ”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b) Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice, provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a stockholders’

A-3

rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “ Share Dilution Amount ” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

A-4

Section 4. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption .

(a) Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as

A-5

provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the “ Successor Preferred Stock ”) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption

A-6

may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights .

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

A-7

(b) Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ”) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c) Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

A-8

(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided , however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d) Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to

A-9

time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates . The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

A-10

EXHIBIT 10.5

AMENDMENT TO COMMERCIAL LEASE

This Amendment to Commercial Lease (“Amendment”) is made this 14th day of August, 2007, by and between Jerry L. Helmer and Ruthann Helmer, husband and wife, whose address is 7171 E. Michigan Avenue, Saline, Michigan 48176, hereinafter called “Landlord,” and Mercantile Bank of Michigan, a Michigan banking corporation, whose address is 310 Leonard Street NW, Grand Rapids, Michigan 49504, hereinafter called “Tenant.”

Background

On or about July 13, 2005, Landlord and Tenant entered into a Commercial Lease (“Lease”) for property located in the City of Ann Arbor, County of Washtenaw, and State of Michigan, whereby Tenant leased from Landlord an approximately 10,000 square foot building (the “Premises”).

Landlord and Tenant agree that Tenant may construct for its use a building addition which will be attached to the current building. The plans for the addition shall be approved by Landlord, whose consent shall not be unreasonably withheld, delayed, or conditioned. The building addition to be constructed by Tenant shall have approximately 4,900 square rentable feet, and Tenant shall pay all costs related to construction of the Additional rental space and site work. Tenant agrees that if it is to construct the Additional Rental Space, it will commence construction by June 30, 2010; if Tenant fails to meet that deadline, Tenant will not have the right to construct the Additional Rental Space, without written approval from Landlord.

In consideration of Tenant constructing the Additional Rental Space and enlarging the rentable building space on Landlord’s property, which shall, after the term of the Lease, become the property of the Landlord, Landlord agrees to extend the original term of the Lease and adjust the rent.

The purpose of this Amendment is to amend the provisions of the Lease to provide for the possible construction of the Additional Rental Space and if so, to adjust the term of the Lease and the payment of rent by the Tenant.

Agreement

The parties agree to the following for which there is adequate consideration:

1. Paragraph 2 of the Lease shall be deleted in its entirety and replaced with the following:

2. Term.

a. The term of the initial Lease for the Premises, without the Additional Rental Space, is for five (5) years ending June 30, 2010.

b. If Tenant timely commences construction on the Additional Rental Space timely (i.e., by June 30, 2010), then paragraph 2a shall not apply and there shall be a new lease term for Tenant’s occupancy of the Premises and the Additional Rental Space, which collectively shall be referred herein to as the “Leased Premises.” Thus, the Leased Premises shall mean the current Premises plus the Additional

Rental Space that Tenant builds. The new term for the lease of the Leased Premises shall be for ten (10) years and shall commence upon the earlier of (1) the date on which Tenant has obtained an occupancy permit to occupy the Additional Rental Space from the City of Ann Arbor, or (2) January 11, 2011 (the “Commencement Date”). Thus, the Commencement Date shall occur not later than Janaury 1, 2011, even if the Tenant has not then obtained an occupancy permit for the Additional Rental Space by that date. All references to lease term set forth in this Amendment shall refer to the new ten (10) year term and all Renewal Periods.

c. If Tenant fails to commence physical construction of the Additional Rental Space by June 30, 2010, then the Tenant shall not have the right to construct the Additional Rental Space, and there shall not be a new lease term for the Premises, and thus the Lease for the Premises will end on June 30, 2010, but Tenant shall have the right to the three (3) Renewal Periods set forth below.

d. Each “Lease Year” shall be a twelve (12) month period during the initial or new term of this Lease and during any Renewal Period.

2. Paragraph 3 of the Lease shall be deleted in its entirety and replaced with the following:

3. Option to Renew . Tenant shall have the option to renew the Lease for three (3) additional terms of five (5) years each. Each “Renewal Period” shall commence immediately after the end of either the original term of this Lease for the Premises as set forth in paragraph 2a or at the end of the new lease term for the Leased Premises described in paragraph 2b, whichever applies. To exercise the option, Tenant must give Landlord written notice of the exercise of such option not less than six (6) months prior to the end of the original term of this Lease (either for the Premises or Leased Premises if Tenant constructs the Additional Rental Space) or the then current Renewal Period, as appropriate. Notwithstanding the foregoing, if Tenant renews the Lease for the Premises but thereafter timely builds the Additional Rental Space, then the new Lease for the Leased Premises will trump the Renewal Period notice and Tenant shall have a new ten (10) year Lease and 3 Renewal Periods per paragraph 2b. The terms of the Lease, during Renewal Periods, shall remain the same as during the initial term, except as otherwise expressly set forth herein.

3. Paragraph 4 of the Lease shall be deleted in its entirety and replaced with the following:

4. Rent . Currently, Tenant pays the Landlord, as minimum monthly rent (sometimes referred to as the “Rent”) for said Premises, the sum of $15.76 dollars per square foot (from July 1, 2007 to June 30, 2008), but which is subject to the provisions to increase rent pursuant to the consumer price index as set forth in the paragraph below.

If Tenant does not construct the Additional Rental Space, then Rent for the original Premises shall continue to increase during the amended lease term and Renewal Periods, if any, pursuant to the consumer price index as set forth below.

If Tenant constructs the Additional Rental Space, then Tenant shall pay rent for the Additional Rental Space on a square foot basis as set forth below.

Notwithstanding the foregoing, the Tenant shall owe no Rent or Additional Rent for the Additional Rental Space (if any) until the end of the new lease term set forth in paragraph 2b. Thus, if Tenant constructs Additional Rental Space, then Tenant shall pay Rent and Additional Rent for the entire Leased Premises only beginning in the first Renewal Period. Tenant shall, however, be responsible at all times to insure the Additional Rental Space as set forth in paragraph 6 of the Lease, and shall be responsible to pay its personal and real property taxes pursuant to paragraph 7(b) of the Lease.

Thus, on the Commencement Date for the entire Leased Premises (i.e., per paragraph 2b), Tenant shall continue to pay rent per the Lease only on the Premises for the ten (10) year term. During the First Renewal Period, if any, Tenant shall pay rent for the Additional Rental Space at the same rate as for the Premises; thus rent for the entire Leased Premises shall be at the same per square foot rate. Tenant shall pay to the Landlord one-twelfth of the annual Rent due on or before the first day of each month of the first Lease Year of the Lease term commencing on the Commencement Date. Rent shall be prorated if the Commencement Date begins on a date which is not the first day of the month. Rent for the entire Leased Premises shall therefore increase based on the timing of CPI increase for the Premises under the initial Lease (i.e., beginning July 1 each year), even if this increase does not coincide with the anniversary of the Commencement Date for the Leased Premises which will commence pursuant to paragraph 2c. Thus, rent for the Leased Premises will increase per the CPI in July of every year, even if the Commencement Date falls on September 1 and the ten (10) year term would end on August 31.

Notwithstanding the foregoing, an annual per square foot Rent increase for any Lease Year during any term of this Lease, including any Renewal Period, may not exceed 2.5% from the previous Lease Year and the annual rent increases for any Lease Year during the Renewal Periods shall be 75% of the CPI increase (not to exceed 7%).

4. Paragraph 10 of the Lease shall be deleted in its entirety.

5. Definition of Leased Premises . Except as expressly set forth herein, the term “Leased Premises” shall include the Additional Rental Space and, therefore, for purposes of the Commercial Lease and this Amendment, all obligations for the Leased Premises for which the Landlord or Tenant are responsible shall extend to the Additional Rental Space. For illustrative purposes only, the Tenant, who is responsible to maintain, repair, and replace the entire interior of the Leased Premises, shall also be responsible to maintain, repair, and replace the interior of the Additional Rental Space.

6. Terms of Amendment . The terms of this Amendment shall control the rights and obligations of the parties hereto. Otherwise, the Commercial Lease and this Amendment shall be deemed one fully integrated agreement and together control the rights and obligations of the parties.

7. Entire Agreement . This Amendment constitutes the entire agreement between the parties with respect to the matters set forth herein, and there are no representations, warranties, covenants, or obligations except as set forth herein. This Amendment supersedes all prior and contemporaneous agreements, understandings, negotiations, statements, and discussions, written or oral, of the parties hereto, relating to the matters contemplated by this Amendment.

8. Benefit of Agreement . The terms of this Amendment shall be binding upon and inure to the benefit of the assigns, heirs, agents, and representatives of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment.


Witnesses:	Landlord:

/s/ Philip Conlin	/s/ Jerry L. Helmer

	Jerry L. Helmer

/s/ Philip Conlin	/s/ Ruthann Helmer

	Ruthann Helmer

Witnesses:	Tenant:

	Mercantile Bank of Michigan,
	a Michigan banking corporation,

/s/ Dana O’Patik	By:	/s/ Joseph S. Calvaruso

		Joseph S. Calvaruso
		Its: Senior Vice President

	Executed on: August 14, 2007

Effective Date :

(The Effective Date of the Agreement shall mean the date the last party signs this Agreement)

EXHIBIT 10.6

May 21, 2009

Mr. Robert Worthington, Esq.
Senior Vice President
Mercantile Bank of Michigan
310 Leonard NW
Grand Rapids, Michigan 49504


Re:		Lease Agreement, dated October 2, 2007 (the “Lease”) by and between Mercantile Bank of Michigan, a Michigan Banking Corporation (the “Tenant”) and CD Partners L.L.C., a Michigan limited liability company (“Landlord”) for premises located at 28350 Cabot Drive, Novi, Michigan (the “Premises”).

Dear Bob:

All capitalized terms in this letter (the “Lease Amendment”) which are not otherwise defined herein shall have the meanings ascribed to them in the Lease. Landlord and Tenant have negotiated an early termination of the Term of the Lease and accordingly agree that the Lease shall be and hereby is amended as follows, effective as of the date Tenant executes this Lease Amendment below (the “Effective Date”):

1. Subject to the Tenant’s performance of its obligations hereunder, the Term of the Lease shall expire on 11:59 p.m., local time Detroit, Michigan on August 31, 2009 (the “Early Termination Date”). On the Early Termination Date, the Term of the Lease shall expire. All of Tenant’s options set forth in Lease, including the options to extend or contract the Term under Section 3 of the Lease and the option to purchase the Premises under Section 26 of the Lease, are hereby terminated. From the date hereof through the Early Termination Date, Tenant shall continue to perform all of its obligations under the Lease, other than the obligation to pay Monthly Installments of Base Rent, Real Estate Taxes and Building Expenses for the months of June, July and August, 2009.

2. In consideration of the early termination of the Term of the Lease, Tenant shall pay Landlord the sum of $505,189.42 on or before June 1, 2009. Tenant’s failure to do so shall constitute an Event of Default of the Lease, there shall be no cure period and Landlord may immediately exercise all rights and remedies under the Lease and under applicable law, and Landlord shall have the right to declare the early termination of the Lease to be of no further force or effect and to terminate all of Tenant’s options set forth in Lease, including the options to extend or contract the Term under Section 3 of the Lease and the option to purchase the Premises under Section 26 of the Lease.

3. Tenant shall deliver possession of the Premises to Landlord in the condition required under the Lease (including the removal of the vault and the repair and restoration of the Premises in accordance with Section 18.1 of the Lease) on or before the Early Termination Date. Tenant’s failure to do so shall constitute an event of default under the Lease and entitling Landlord to exercise all rights and remedies and under applicable law. In addition, for each 24 hour period or portion thereof after 5:01 p.m. on the Early Termination Date which Tenant fails to surrender the Premises to Landlord in the condition required under the Lease, Tenant shall pay Landlord the per diem amount of the $1,029.50 if Landlord has not executed a lease or letter of intent for all or a portion of the Premises with a tenant other than Tenant, and will be $1,715.87 if Landlord has executed a lease or letter of intent. All such accrued sums shall be due on demand from Tenant to Landlord and if not paid within 24 hours after Landlord’s demand, shall accrue interest and late charges at the rates set forth in the Lease.

4. Landlord shall have the right to terminate this Lease Amendment and the early termination of the Term in the event Landlord shall fail to obtain the approval of its lender (the “Landlord Condition”). In the event that the Landlord Condition has not been satisfied or waived, Landlord shall have the right to deliver written notice of termination of this Lease Amendment to Tenant whereupon the $505,189.42 payment (if it has been paid prior to Landlord’s termination) shall be returned to Tenant, the rights and obligations of Landlord and Tenant under this Lease Amendment shall terminate and the Lease shall remain in full force and effect as if this Lease Amendment had not existed. If Landlord fails to deliver such notice to Tenant by May 28, 2009, at 5:00 p.m., local time Detroit, Michigan, or if Landlord delivers written notice to Tenant that the Landlord Condition has been satisfied or waived by Landlord, Landlord’s right to cancel this Lease Amendment shall automatically terminate and this Lease Amendment shall continue in full force and effect.

5. Each party hereby acknowledges and represents to the other party that its undersigned representative is fully authorized and empowered by such party to execute and bind such party to this Lease Amendment.

If the foregoing correctly sets forth our understanding, please evidence your acceptance of the terms hereof by signing a counterpart on this letter on the line indicated below and returning a fully executed copy of the letter to me.

CD Partners L.L.C.,
a Michigan limited liability company

/s/ Neil J. Sosin

Neil J. Sosin, Manager and Member, FG 38 Corporation
Manager of Haggerty Corridor Partner, LLC
The sole Member of CD Partners L.L.C.

Acknowledged and agreed to:

Mercantile Bank of Michigan, a Michigan
Banking Corporation


By:		/s/ Robert Worthington
Its:		Senior Vice President

Dated:		May 28, 2009

EXHIBIT 10.7

July 22, 2009

Jerry and Ruthann Helmer
7171 East Michigan Avenue
Saline, MI 48176

Re: Commercial Lease, dated July 12, 2005 (the “Original Lease”) by and between Mercantile Bank of Michigan, a Michigan banking corporation, f/k/a Mercantile Bank of West Michigan (the “Tenant”) and The Conlin Company, a sole proprietorship; and Amendment to Commercial Lease dated August 14, 2007 (the “Amendment”) between the Tenant and Jerry and Ruthann Helmer (the “Landlord”) for premises located at 325 W. Eisenhower Parkway in Ann Arbor, Michigan (the Original Lease and the Amendment are collectively referred to as the “Lease”)

Dear Jerry and Ruthann,

All capitalized terms in this letter which are not otherwise defined herein shall have the meanings ascribed to them in the Lease. Landlord and Tenant have negotiated an early termination of the Term of the Lease and accordingly agree that the Lease shall be and hereby is amended as follows.

1. Subject to the Tenant’s performance of its obligations hereunder, the Term of the Lease shall expire on 11:59 PM, local time Ann Arbor, Michigan on August 31, 2009 (the “Early Termination Date”). On the Early Termination Date, the Term of the Lease shall expire. From the date hereof through the Early Termination Date, Tenant shall continue to perform all of its obligations under the Lease, other than the obligation to pay the monthly installment of Rent for the month of August.

2. In consideration of the early termination of the Term of the Lease, Tenant shall pay Landlord the sum of $171,774.26 on or before July 31, 2009 and Tenant shall pay the 2009 Summer Tax to the local municipality.

3. Tenant shall deliver possession of the Premises to Landlord in condition required under the Lease (including the removal of the night deposit and the reasonable restoration of the Premises) on or before the Early Termination Date.

If the foregoing correctly sets forth our mutual understanding, please formally accept the terms enumerated above by signing this letter on the line indicated below and returning a fully executed copy of the letter to me.

Sincerely,


/s/ Robert Worthington Robert Worthington Senior Vice President Mercantile Bank of Michigan

Acknowledged and agreed to:


By:		/s/ Jerry Helmer Jerry Helmer

By:		/s/ Ruthann Helmer Ruthann Helmer

Date:		July 22, 2009

EXHIBIT 31

RULE 13a-14(a) CERTIFICATIONS

I, Michael H. Price, Chairman of the Board, President and Chief Executive Officer of Mercantile Bank Corporation, certify that:

1. I have reviewed this report on Form 10-Q of Mercantile Bank Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 7, 2009	/s/ Michael H. Price
	Michael H. Price
	Chairman of the Board, President and Chief Executive Officer

I, Charles E. Christmas, Senior Vice President, Chief Financial Officer and Treasurer of Mercantile Bank Corporation, certify that:

1. I have reviewed this report on Form 10-Q of Mercantile Bank Corporation (the “registrant”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 7, 2009	/s/ Charles E. Christmas
	Charles E. Christmas.
	Senior Vice President, Chief Financial Officer and Treasurer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the quarterly report on Form 10-Q for the quarter ended June 30, 2009 (the “Form 10-Q”) of Mercantile Bank Corporation (the “Issuer”).

I, Michael H. Price, Chairman of the Board, President and Chief Executive Officer of the Issuer, certify that to my knowledge:

(i) the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Dated: August 7, 2009



	/s/ Michael H. Price
	Michael H. Price
	Chairman of the Board, President and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles E. Christmas, Senior Vice President, Chief Financial Officer and Treasurer of the Issuer, certify that to my knowledge:

(i) the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

(ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Dated: August 7, 2009



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