Amendment dated October 18, 2001 to Mercantile Bank of West Michigan Deferred Compensation Plan for Members of the Board of Directors

EXHIBIT 10.8

MERCANTILE BANK OF WEST MICHIGAN
DEFERRED COMPENSATION PLAN
FOR MEMBERS OF THE BOARD OF DIRECTORS
AMENDED OCTOBER 18, 2001

SECTION I
PURPOSE

The purpose of the Mercantile Bank of West Michigan Deferred Compensation Plan for members of the Board of Directors (the “Plan”) is to enable each Director of Mercantile Bank of West Michigan (the “Company”) to defer all or a portion of his or her cash fees for future services as a member of the Board of Directors, or as a member of any committee thereof. The Plan is intended to be unfunded for tax purposes and an unfunded arrangement for Directors not acting as employees for purpose of Title I of ERISA.

SECTION II
ELIGIBILTY

Any Director of the Company who is not an employee of the Company, or a subsidiary thereof, shall be eligible to participate in the Plan.

SECTION III
ELECTION, MODIFICATION AND TERMINATION PROCEDURES

Any Director wishing to participate in the Plan must file with the Secretary of the Company either (i) within thirty (30) days from the effective date of this Plan, or (ii) on or before December 31 of any calendar year, or (iii) within thirty (30) days after first becoming eligible to participate in the Plan, a written Notice of Election in the form attached as Exhibit A to defer payment of his/her Director’s fees which are payable in cash. The election shall be effective in the case of (i) and (iii) above on the first day of the month following the month of receipt by the Secretary of the Notice of Election and effective in the case of (ii) above on the January 1^st following receipt by the Secretary of the Company of the Notice of Election. An effective election with respect to Director’s fees that have been deferred under the terms of the Plan may not be revoked and shall remain in effect until the election is terminated by the Director or the Director is no longer eligible to participate in the Plan. An effective election may be terminated by filing a Notice of Termination in the form attached as Exhibit B prior to December 31 of a year and shall be effective for fees that will be earned during subsequent calendar years. A Director who shall have terminated an effective election may thereafter file a new election covering a subsequent calendar year, all subject to the provision in such a case that an effective election to defer must be filed by December 31 of the year preceding the year in which the deferred fees are to be earned.

SECTION IV
ESTABLISHMENT AND ADMINISTRATION OF DEFERRED DIRECTORS’ FEE ACCOUNT

The amount of any Director’s fees deferred in accordance with an election shall be credited to a deferred Director’s fee account maintained by the Company and such account shall remain a part of the general funds of the Company. Nothing contained in the Plan shall be deemed to create a trust or fund of any kind or create any fiduciary relationship, and the Director shall have the status of a general unsecured creditor of the Company and the Plan constitutes a mere promise of the Company to make payments in the future to the Director or to his or her designated beneficiary.

As of the last day of each calendar quarter the deferred fee account of each Director who has filed an effective deferral election shall be adjusted as follows:

1.

The account balance shall be credited as of the last day of each quarter with an amount equivalent to interest for that quarter. Such amount shall be computed by multiplying the account balance at the beginning of the quarter by a fraction, the numerator of which is a rate equal to 100% of the prime rate as published in the Wall Street Journal on the first day of the quarter, and the denominator of which is 4.

2.

Next, the account shall be credited with the amount, if any, of Director’s fees deferred during that quarter. A separate record of deferred Director’s fees and applicable interest shall be maintained by the Company for each participant in the Plan. The computations of the Company with respect to the amount equivalent to interest shall be conclusive and binding.

SECTION V
PAYMENT OF DEFERRED DIRECTORS’ FEES

Deferred Directors’ fees shall be paid to a Director or, in the event of his or hear death, to his or her designated beneficiary in accordance with the Notice of Election and Beneficiary Designation forms that have been filed with the Secretary of the Company. If a Director elects to receive payment of his or her deferred fees in installments rather than in a lump sum, the payment period shall not exceed ten years following the payment commencement date. The amounts of any installment payment shall be determined by multiplying the balance of the Director’s unpaid deferred fees and applicable amounts equivalent to interest on the date of such installment by a fraction, the numerator of which is one and the denominator of which is the number of remaining unpaid installments. Such balance shall be appropriately reduced to reflect the installment payments made hereunder.

SECTION VI
WHEN PAYMENT OF DEFERRED DIRECTORS’ FEES COMMENCES

The payment in a lump sum or installments of amounts deferred pursuant to an election under the Plan shall commence at the time the participant ceases to be a Director, and shall be paid in accordance with the terms of such election. Installment payments shall be made either annually or quarter-annually as the Director has elected.

SECTION VII
DESIGNATION OF BENEFICIARY

Each Director on becoming a participant shall file with the Secretary of the Company a beneficiary designation in the form attached as Exhibit C designating one or more beneficiaries to whom amounts otherwise due the participant shall be made in the event of his or her death while serving as a Director or after leaving the Board. A beneficiary designation will be effective only if the signed beneficiary designation form is filed with the Secretary of the Company while the Director is alive, and will cancel all beneficiary designations signed and filed previously. If the primary beneficiary shall survive the Director but dies before receiving all the amounts due hereunder, the deferred amounts remaining unpaid at the time of death shall be paid in one lump sum to the legal representative of the primary beneficiary’s estate. If the primary beneficiary shall predecease the Director, amounts remaining unpaid at the time of the Director’s death shall be paid in the order specified by the Director, on the effective beneficiary designation form filed by the Director, to the contingent beneficiary(s) surviving the Director. If the contingent beneficiary(s) dies before receiving all the amounts due hereunder the unpaid amount shall be paid in one lump sum to the legal representative of such contingent beneficiary(s) estate. If the Director shall fail to designate a beneficiary(s) as provided in this Section, or if all designated beneficiaries shall predecease the Director, the amounts remaining unpaid at the time of such Director’s death shall be paid in one lump sum to the legal representative of the Director’s estate.

SECTION VIII
NON-ALIENATION OF BENEFITS

Neither the Director nor any beneficiary designated by him or her shall have any right, directly or indirectly, to alienate, sell, transfer, assign, pledge or encumber any amount that is or may be payable under the Plan and any such amount shall not be subject to attachment or garnishment by creditors of the Director.

SECTION IX
ADMINISTRATION OF PLAN

Full power and authority to construe, interpret, and administer the Plan shall be vested in the Board of Directors of the Company. Decisions of the Board shall be final, conclusive, and binding upon all parties.

SECTION X
AMENDMENT OR TERMINATION OF PLAN

The Board of Directors may amend or terminate the Plan at any time. Any amendment or termination of the Plan shall not affect the rights of participants or beneficiaries to the amounts in the Director’s deferred fee account at the time of such amendment or termination.

SECTION XI
APPLICABLE LAW

The provisions of the Plan shall be interpreted and construed in accordance with the laws of the State of Michigan.

SECTION XII
EFFECTIVE DATE OF PLAN

This Plan shall become operative and in effect on the date the Plan is approved by the Board of Directors of the Company.