SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

February 23, 2010
  Robert N. Shuster Chief Financial Officer Independent Bank Corporation 230 West Main Street Ionia, MI  48846

Re: Independent Bank Corporation
 Registration Statement on Form S-4
Filed January 27, 2010
  File No. 333-164546

Dear Mr. Shuster:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form S-1

General
 1. Please file all missing exhibits with your next amendment.

Robert N. Shuster
Independent Bank Corporation
February 23, 2010 Page 2  2. Please tell us whether you believe each of the series of securities is a separate
class of subject security for purposes of Rule 13e-4 and Regulation 14E.  If you
revise to indicate that each Trust Preferred exchange offer constitutes a separate tender offer for a separate class of securit y, please revise the cover page table to
state the minimum and maximum amount of securities that potentially may be
purchased from each such class.

3. Please confirm that you will file a Sche dule TO-I in connection with this
exchange offer as soon as practicable on the date of commencement.  Refer to
Rule 13e-4(c)(2).  Alternatively, please provide us with a brief legal analysis
explaining why Independent Bank, as the stated offeror, is not required to make a
Schedule TO-I filing.
 4. We note that you intend to determine the final exchange ratio on the Expiration
Date of the offer.  Please revise to desc ribe how the Exchange Values are to be
determined.  Please provide your analysis as to how the use of this pricing
mechanism does not result in the need to  extend the offer for 10 business days
pursuant to Rule 14e-1(b). Please also conf irm, if true, that Independent Bank will
not consider adjusting the pricing formula, Exchange Value, or Early Tender Premium Value after the exchange ratio is  fixed, or advise us. In addition, please
revise to specifically state whether an extension will affect the Pricing Period or
Pricing Date; we note that you state only that you “do not currently expect” that it
will.

5. We note that you will provide an Early Te nder Premium Value.  Please revise to
further describe how these amounts will be cal culated.  Please advise us as to how
you are complying with the best price requi rement in Rule 13e-4(f)(8)(ii).  In
addition, please advise as to how you ar e complying with Rule 14e-1(b), which
requires that at least ten business days remain in the offer after notice of an
increase or decrease in consideration.  Further, please revise to clarify that
payment of the Early Tender Premium Value will be made promptly after
expiration, or advise us.

6. Please revise to clarify whether the offer is for any and all of each class of Trust
Preferred Securities or if it is a partial offe r.  We note that you state that the offer
is for “any and all” of the Trust Prefe rred Securities; however, because of the
limitation on the number of common shares that you will issue, the offer may
result in the acceptance of securities on a pr o rata basis.  In addition, please revise
to clarify whether the acceptance will be on a pro rata basis with respect to each
class of security.

Robert N. Shuster
Independent Bank Corporation
February 23, 2010 Page 3  Forward-Looking Statements, page 2

 7. Move this section to somewhere after the Risk Factors section.
 Questions and Answers About the Exchange Offers

Are the exchange offers subject to any minimum tender or other conditions, page 6

8. Please revise throughout your document to state that the conditions regarding
shareholder approval have been satisfied, as disclosed in your Form 8-K filed on
January 29, 2010.

Summary
 Summary of the Terms of the Exchange Offers, page 11

 9. We note your Form 8-K filed December 23, 2009 announcing your receipt of the
NASDAQ notification.  Please include the in formation contained in the Form 8-K
and related press release in the summary, rather than stating that it “is possible that [your] common stock will be  delisted from Nasdaq.”
 Is there a maximum amount of trust preferre d securities that may be exchanged in the
exchange offers?, page 11
 10. Please add disclosure similar to that on page 121 that indicates the maximum
number of shares of common stock that wi ll be issued in exchange for each class
of subject security .
  Business

 Supervision and Regulation, page 86

 11. You may not qualify this discussion by reference to the particular statutes and
regulations.  Revise to eliminate the qualification and indicate that all material information is discussed.

Robert N. Shuster
Independent Bank Corporation
February 23, 2010 Page 4
Proration, page 121

12. We note that you state that you will dete rmine the final prorationing factor “as
soon as promptly as practicable” after the expiration date.  Please revise or
explain to us how you are complying with Rule 14e-1(c) and the requirement to
pay the consideration or return the secu rities “promptly” after the termination of
the offer.

13. Please revise to clarify wh ether these amounts include th e shares that will be
issued in connection with the Early Tender Premium Value.

Conditions of the Exchange Offers, page 121

14. Please refer to the last para graph relating to your failure  to exercise any of the
rights described in this section.  This  language implies that once a condition is
triggered, you must decide whether or not to  assert it.  Please note that when a
condition is triggered and you decide to pr oceed with the offer anyway, the staff
believes that this constitu tes a waiver of the triggered condition.  Depending on
the materiality of the waived condition and the number of days remaining in the
offer, you may be required to extend the offer and recirculate new disclosure to
security holders.  You may not, as this la nguage suggests, simply fail to assert a
triggered condition and effectively waive it without officially doing so.  Please
confirm your understanding supplementally, or  revise your disclosure.

Expiration Date; Extension; Termination; Amendment, page 122

15. Please revise the second-to-last paragraph to clarify that the offer will remain
open for at least five business days after notice of a material  change in the offer.
 Item 21.  Exhibits and Financial Statement Schedules

 16. Please file the dealer manager agreement and the letter of transmittal and other documents related to the exchange offer as exhibits to the registration statement.
 Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional

Robert N. Shuster
Independent Bank Corporation
February 23, 2010 Page 5  comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
 • the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Robert N. Shuster
Independent Bank Corporation February 23, 2010 Page 6
Please contact Michael Seaman at (202)  551-3366 or me at (202) 551-3464 with
any questions.
Sincerely,

Kathryn McHale  Attorney Advisor
cc: (facsimile only)   Kimberly A. Baber  Varnum LLP