SECOND AMENDMENT TO THE
MERCANTILE BANK OF MICHIGAN
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
FOR MEMBERS OF THE BOARD OF DIRECTORS
DATED JUNE 29, 2006
AND AMENDED OCTOBER 25, 2007
THIS SECOND
AMENDMENT is adopted this 23rd day of October, 2008, by Mercantile
Bank of Michigan, a state-chartered commercial bank located in
Grand Rapids, Michigan (the “Company”).
The Company
executed the Amended and Restated Deferred Compensation Plan for
Members of the Board of Directors on June 29, 2006, effective
as of January 1, 2005, and executed a First Amendment on
October 25, 2007 (the “Agreement”).
The undersigned
hereby amends the Plan for the purpose of providing each Director
with an election of a specified time distribution. Therefore, the
following changes shall be made:
Section 1.8 of the Plan shall be deleted in its entirety
and replaced by the following:
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1.8
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“ Deferral Election
Form ” means each form established from time to time by
the Plan Administrator that the Director completes, signs and
returns to the Plan Administrator to designate the amount of
Deferrals and, with respect to Deferrals made on and after
January 1, 2009, to elect the time and form of a Specified
Time Distribution.
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The following
Sections 1.17a and 1.17b shall be added to the Plan
immediately following Section 1.17:
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1.17a
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“ Specified Time
Distribution ” means a distribution made at a specified
time pursuant to a Director’s election on a Specified Time
Distribution Election Form or a Deferral Election Form.
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1.17b
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“ Specified Time
Distribution Election Form ” means the form established
from time to time by the Plan Administrator that the Director
completes, signs and returns to the Plan Administrator to designate
the time and form of a Specified Time Distribution.
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The following Sections 4.0, 4.0.1, 4.0.1.1, 4.0.1.2, 4.0.2,
4.0.2.1 and 4.0.2.2 shall be added to the Plan immediately before
Section 4.1:
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4.0
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Specified Time
Distribution . If a Director elects a Specified
Time Distribution, the Company shall distribute to the Director the
benefit described in this Section 4.0. Notwithstanding the
prior sentence, if a distribution is payable under Section 4.1
or 5.1, then the distribution will be made under Section 4.1
or 5.1, as applicable, and not under this
Section 4.0.
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4.0.1
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Deferrals Made on or Before
December 31, 2008 . For Deferrals made on or before
December 31, 2008, a Director may elect on or before
November 30, 2008, a distribution under this
Section 4.0.1. This election may be made notwithstanding any
restriction to the contrary in Section 4.4.
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1
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4.0.1.1
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Amount of Benefit
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The benefit under this
Section 4.0.1 is the portion of the Deferral Account balance
as of December 31, 2008 elected by the Director on the
Specified Time Distribution Election Form.
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4.0.1.2
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Distribution of Benefit
. The Company shall pay
the benefit under this Section 4.0.1 to the Director,
commencing on or after March 1, 2009, as elected by
the
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