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Filed Via Edgar

April 27, 2007

United States Securities
and Exchange Commission (“SEC”)
Attn. John P. Nolan
Accounting Branch
Chief
Washington, DC 20549

Re:
Independent
Bank Corporation (“IBC” or the “Company”)
Form 10-K for the Fiscal Year Ended
December 31, 2006 (the “10-K”)
Filed March 12, 2007
File No. 000-07818

Dear Mr. Nolan,

The following is the response of IBC
to your review letter dated March 21, 2007 (the “Review Letter”) with
respect to the 10-K referenced above. Set forth below is the text of the comments of the
SEC set forth in the Review Letter, followed in each case by the Company’s response.

Form 10-K for
the Fiscal Year Ended December 31, 2006

Legal
Proceedings, page 20

          1.

          We note your disclosure that as a result of the settlement of the
          litigation with the former shareholders of Mepco you
          recorded $2.8 million of other income and $1.7 million of
          additional claims expense related to the release of shares held
          in escrow. Please tell us why the shares to former shareholders of Mepco
          were being held in escrow and why you  recognized
          $1.7 million expense to release the shares.

RESPONSE

The shares were being held in an
escrow account at a third party pursuant to an escrow agreement with the former owners of
Mepco for the sole purpose of funding any obligations to third parties (beyond the $2.7
million that IBC had previously accrued and expensed in 2004) as a result of an
investigation that was conducted at Mepco in 2004. These matters were described in
footnote 11 to the Company’s 2005 and 2004 financial statements. The Company also
filed a Form 8-K with the SEC on October 5, 2004 to report the execution of the
escrow agreement. As part of the litigation settlement with the former owners of Mepco in
the first quarter of 2006, the Company agreed to terminate the escrow agreement and return
the escrowed shares. Because the aggregate liability related to this investigation was
determined to approximate $4.4 million(1) and the Company had previously
accrued and expensed $2.7 million (with the balance of any liability covered by the shares
of Company stock being held in escrow pursuant to the escrow agreement), the release
of the escrowed shares and termination of the escrow agreement necessitated that the
Company accrue the balance of the liability of $1.7 million ($4.4 million less $2.7
million) and record a related expense. This was recorded in the first quarter of 2006
consistent with the timing of the termination of the escrow agreement and the return of
the escrowed shares to the former owners of Mepco.

     (1)
          This includes approximately $4.0 million related to periods prior to the
          Company’s acquisition of Mepco in 2003, as disclosed in the 10-K, plus an
          additional $0.4 million for post-acquisition liabilities.

United States Securities
and Exchange Commission
Response to Letter Dated March 21, 2007
April 27, 2006

          2.

          We note your disclosure that as permitted under the terms of the merger
          agreement to acquire Mepco you paid the  accelerated
          earn-out payments which totaled $8.9 million. Please tell us the following
          with respect to the accelerated  earn-out payments:

•
why
you determined to accelerate the earn-out payments;

•
the
form of the accelerated earn-out payments and the $2.7 million of second year
earn-out payments;

•
how
the amount of the payments was determined;

•
the
specific terms providing for the earn-out payments, such as any specific earnings,
volume, or cash flow targets;

•
how
you recorded the accelerated earn-out payments and your basis for that treatment; and

•
how
you reported the cash flows related to the accelerated and second year earn-out payments
on your Statements of Cash Flows.

RESPONSE

With respect to the earn-out and
other contingent consideration payments related to the acquisition of Mepco in
April 2003, please note the following:

•
Acceleration
of Earn-Out Payments:

The Company did not choose to
accelerate the earn-out payments. The option to accelerate the contingent consideration
was solely that of the former owners of Mepco. Such option became exercisable based
on the occurrence of certain pre-defined events in the Agreement and Plan of Merger
between the parties. One of the pre-defined events was the termination of the employment
agreements with the former owners of Mepco. Since these employment agreements were
terminated in December 2004, this event gave rise to the former owners being able to
accelerate the contingent consideration. The amount of the “Expected Contingent
Consideration” in the event of acceleration was specified in the Agreement and Plan
of Merger. The $8.9 million accelerated contingent consideration payment made in
April 2006 was determined based on these specific terms. The Company originally
accrued for the “Expected Contingent Consideration” in December 2004
(corresponding with the termination of the employment agreements with the former owners of
Mepco). The former owners of Mepco elected to receive the “Expected Contingent
Consideration” in early 2006 (on the last date under the terms of the Agreement and
Plan of Merger for making this election) and the Company paid this out in
April 2006. These matters were disclosed in footnotes 2 and 11 of the Company’s
2005 and 2004 financial statements.

2

United States Securities
and Exchange Commission
Response to Letter Dated March 21, 2007
April 27, 2006

•
Form
of Payments:

The form of the accelerated
contingent consideration payment and the $2.7 million second year earn-out payment was 50%
in the Company’s common stock and 50% in cash. The form of these payments was
specified in the Agreement and Plan of Merger between the parties.

•
Amount
of Payments:

The amount of the contingent
consideration payments was determined based on specific formulas in the Agreement and Plan
of Merger between the parties. The earn-out payments were based on a percentage of
Mepco’s “Adjusted Annual Net Income” for the earn-out time period, all as
specified in the Agreement and Plan of Merger. The “Expected Contingent
Consideration” was specified in an exhibit to the Agreement and Plan of Merger as
were the circumstances related to the acceleration of any contingent consideration as
described more fully above.

•
Specific
Terms of Payments:

Please see Exhibit 1 to this letter
for the specific terms providing for the earn-out payments. Exhibit 1 includes
excerpts from the Agreement and Plan of Merger (Sections 1.1, 1.2, 1.3, 1.4, 1.5, and
Annexes IV, V and VI) pursuant to which these payments were made.

•
Accounting
for Earn-Out Payments:

The accelerated earn out amount was
recorded as goodwill. The original entry was made in December 2004 (coinciding with
the termination of the employment agreements with the former owners of Mepco) for
$8.4 million. The terms of the Agreement and Plan of Merger had a specified discount rate
to be applied to the “Expected Contingent Consideration.” During each quarter
after December 2004 the “Expected Contingent Consideration” was adjusted
based on the elapse of time and the discount rate. The “Expected Contingent
Consideration” grew to $8.9 million by the end of the first quarter of 2006 and was
paid out to the former owners of Mepco in April 2006. In addition, earn-out payments
were also recorded as goodwill after completion of the earn-out period and determination
of the earn-out amount (if any).

3

United States Securities
and Exchange Commission
Response to Letter Dated March 21, 2007
April 27, 2006

Statement of Financial Accounting
Standards No. 141, “Business Combinations” (“FAS
#141”), addresses financial accounting and reporting for business combinations.
Paragraphs 25 through 28 of FAS #141 provide relevant guidance for the Mepco transactions
described above. In particular, paragraph 28 of FAS #141 provides that “Additional
consideration may be contingent on maintaining or achieving specified earnings levels in
future periods. When the contingency is resolved and additional consideration is
distributable, the acquiring entity shall record the fair value of the consideration
issued or issuable as an additional cost of the acquired entity.”

None of the contingent consideration
payments (whether earn-out payments or the accelerated “Expected Contingent
Consideration” payment) were determinable at the date Mepco was acquired. The
earn-out payments (if any) were contingent on Mepco achieving specified earnings
levels in future periods. The “Expected Contingent Consideration” and
acceleration of the contingent consideration would only occur if a specified future event
occurred and was at the option of the former owners of Mepco (in lieu of the
“Expected Contingent Consideration” they could have simply continued to receive
earn-out payments based on the actual performance of Mepco). Further, the employment
agreements with the former owners of Mepco provided for substantive severance payments
that the Company accrued for and expensed in December 2004. Therefore no argument
could be made that any of the contingent consideration specified in the Agreement and Plan
of Merger was to provide compensation for services. The Company believes that all of the
accounting for the contingent consideration paid out in conjunction with the acquisition
of Mepco was in accordance with generally accepted accounting principles and more
specifically the provisions of FAS #141.

•
Recording
of Cash Flows:

The accelerated contingent
consideration was originally accrued for in December 2004 (entry was to debit
goodwill and credit accrued expenses and other liabilities). A similar entry was made for
the earn-out contingent consideration once the earn-out period concluded and the amount
could be calculated. When any contingent consideration was paid out
 (50% in cash and 50% in common stock) the entry was to debit accrued expenses and
other liabilities and credit cash, common stock and additional paid in capital.
The common stock was valued based on the average
last reported sales price on the NASDAQ for the 20 trading days immediately
preceding the payment date.  This valuation
methodology was specified in the Agreement and Plan of Merger.
In the Consolidated Statement of Cash Flows, the initial entry was
reported as an increase in “accrued expenses and other liabilities.” When the
contingent consideration was actually paid out, it was reflected as a decrease in
“accrued expenses and other liabilities” in the Consolidated Statement of Cash
Flows.

4

United States Securities
and Exchange Commission
Response to Letter Dated March 21, 2007
April 27, 2006

Exhibit 13
—Annual Report

Managements’Discussion
and Analysis

Non-Interest
Expense, page 25

3.
We
note your disclosure on page 26 regarding the $2.4 million loss recorded in 2006
related to a receivable due from oneof Mepco’s warranty business counterparties.
Please tell us the following regarding this loss:

•
the
terms of your agreement with the counterparty;

•
the
facts and circumstances leading to the loss recognition;

•
how
you  determined to  charge-off  the  receivable  in light of the fact that the counter
 party has been making  periodic                   payments on the balance owed;

•
 how
you determined the $.8 million in discount for imputed future interest; and

•
your
basis for not reporting the loss in your provision for loan losses.

RESPONSE

With respect to the $2.4 million loss
recorded in 2006 related to a receivable due from one of Mepco’s warranty business
counterparties please note the following:

•
Terms
of Agreement With Counterparty:

There are multiple agreements between
Mepco and this warranty business counterparty, but the most significant and germane
agreement is an “Agreement with Administrator.” Under the terms of this
agreement, Mepco administers and operates a payment plan program to permit customers of
this warranty business counterparty to purchase vehicle service contracts. The terms of
this Agreement with Administrator provide for the timing and amounts that Mepco would pay
to the Administrator and the payments due from the Administrator to Mepco in the event of
the cancellation of a vehicle service contract (whether voluntarily by the contract holder
or involuntarily based on a payment default). Mepco is required to send the counterparty
monthly statements setting forth any amounts due to Mepco for these refunds. The
counterparty has five days following the date the statement is sent to pay Mepco any funds
due. If the counterparty does not pay Mepco by the due date, the Agreement with
Administrator provides that “interest shall accrue thereon at the rate of 15% per
annum from the date due until full payment is received by Mepco.”

5

United States Securities
and Exchange Commission
Response to Letter Dated March 21, 2007
April 27, 2006

•
Facts
and Circumstances Leading to Loss Recognition:

In the second quarter of 2006, this
warranty business counterparty did not make payments due to Mepco (pursuant to the above
described monthly statements) and because of the number of payment plans associated
with the counterparty, the amount of these past due payments began to accelerate quickly.
Mepco began discussions with the counterparty regarding the amounts due. These matters
were disclosed in the Company’s Form 10-Q for the quarter ended June 30, 2006.
Further, these counterparty exposure risks in Mepco’s business have been described
and disclosed in the Company’s financial statements (see for example footnote 19 in
the Company’s 2006 and 2005 financial statements).

During the second and third quarters
of 2006, the Company concluded that no loss should be recorded on the receivable due from
this warranty business counterparty because: (a) a collateral account with marketable
securities that has been pledged to Mepco was sufficient to cover the entire amount due
from the warranty business counterparty; (b) a portion of the amount due from this
warranty business counterparty is guaranteed by a third party with substantial financial
resources; and (c) Mepco and the warranty business counterparty were cooperating to
resolve the matter. In addition, in September 2006, the counterparty began making
regular weekly payments to Mepco. These matters were also disclosed in the Company’s
Form 10-Q for the quarter ended September 30, 2006.

In the fourth quarter of 2006, three
events occurred that caused the Company to determine that it was then appropriate to
recognize a loss on this receivable. The three events were: (a) in
December 2006, the warranty business counterparty ceased making regular weekly
payments it had earlier committed to make; (b) the cooperation between Mepco and this
counterparty eroded and, despite repeated efforts, the parties were unable to reach a
mutually acceptable repayment plan and, in particular, the counterparty refused to agree
to pay any interest on the amounts due to Mepco; and (c) Mepco received increasing
resistance from parties with obligations pursuant to the vehicle service contracts with
respect to Mepco’s right to remove funds from the aforementioned collateral account
(based on a claim that such account is a reinsurance reserve account used to pay customer
claims on vehicle service contracts). Although the Company will vigorously defend
Mepco’s security interest in this collateral account, potential litigation with these
parties could call into question Mepco’s legal right to recover the amounts due from
the counterparty through this collateral account or could result in a decision by Mepco
not to remove funds from this account in order to avoid the costs of litigation and to
maintain the relationships with these parties (with whom Mepco has other business
dealings). In such event, only amounts in the account in excess of the amount needed to
pay cla