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Independent Bank
Corporation

230 West Main Street
Ionia, Michigan 48846

November 24, 2009

Filed Via Edgar

Ms. Kathryn McHale
Staff
Attorney
Division of Corporation
Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:
Independent
Bank Corporation
Preliminary Proxy Statement on Schedule 14A
Filed
November 2, 2009
File No. 000-07818

Dear Ms. McHale:

        On behalf
of Independent Bank Corporation, a Michigan corporation (the “Company”), we are
responding to the Staff’s comment letter dated November 12, 2009 with respect to
the Company’s Preliminary Proxy Statement in connection with a special meeting of the
Company’s shareholders (the “Proxy Statement”). We have set forth below
each question contained in the Staff’s comment letter, followed by our response.

        Capitalized
terms not defined in this letter shall have the meaning assigned to them in the Proxy
Statement.

General

          1.

          We note that you have not included the pro forma information referenced in
          Annex A. Please include this  information with your revised preliminary
          proxy so the staff has time for its review.

        The
Company has included the pro forma information in its revised Proxy Statement. Please see
pages A-1 through A-14 of Appendix A of the revised Proxy Statement.

          2.

          Please revise to state the date by which the company must receive the proxy
          cards or the date by which  the shareholders must vote by telephone or
          internet for the shares represented by the proxy to be voted.

Ms. McHale
November
24, 2009
Page 2

        The
Company has included placeholders for disclosure of the relevant dates in its revised
Proxy Statement. Please see page 1 of the revised Proxy Statement.

          3.

          Please revise to separate Proposal 3 into two separate proposals for the
          exchange of the Institutional  Trust Preferred Securities and for the
          exchange of the CPP Preferred Securities or tell us how this  proposal
          complies with Rule 14a-4(a)(3).

        According
to Rule 14a-4(a)(3), the form of proxy “[s]hall identify clearly
and impartially each separate matter intended to be acted upon, whether or not related to
or conditioned on the approval of other matters, and whether proposed by the registrant or
by security holders.” Here, Proposal 3 is seeking approval for the issuance of common
stock in accordance with Nasdaq Marketplace Rule 5635. Although Proposal 3 references
two different exchange offers, the Nasdaq Marketplace Rule requiring shareholder
approval allows an issuer to seek general authorization for the issuance of additional
common stock in multiple future transactions in the form of a single proposal. This
conclusion is based on Nasdaq Staff Interpretative Letter 2002-4, and the viability of
such conclusion has been confirmed by Nasdaq staff. Specifically, Nasdaq Staff
Interpretative Letter 2002-4 states that such general authorization will be allowed if the
proposal contains parameters that are specific at least as to (i) the maximum number
of shares to be issued, (ii) the maximum dollar amount of the issuance,
(iii) the maximum discount to market, and (iv) the purpose of the transactions.
Letter 2002-4 further indicates that a company may rely on such general authorization for
transactions that close within three months of shareholder approval. All four elements
will be included in the definitive proxy statement. Consequently, Proposal 3, seeking
approval for the issuance of common stock in accordance with Nasdaq Marketplace
Rule 5635, would be deemed a single matter for purposes of Rule 14a-4(a)(3).

4.
Please
provide your analysis as to why shareholders do not need to vote on           the “Retail
TP Exchange.”

        Under
Michigan law, shareholder approval is generally not required for the issuance by the
Company of additional shares of common stock, including in an exchange offer. However,
Nasdaq Marketplace Rule 5635 requires shareholder approval for the issuance of
securities in connection with (a) the acquisition of the stock or assets of another
company; (b) a change of control; (c) equity-based compensation of officers,
directors, employees or consultants; and (d) private placements. As noted in the
Proxy Statement, we are seeking shareholder approval for the “Institutional TP
Exchange Offer” and the “CPP Exchange Offer” pursuant to the requirements
of Nasdaq Marketplace Rule 5635.

        With
respect to the “Retail TP Exchange Offer,” however, such shareholder approval is
not required under Nasdaq Marketplace Rule 5635. First, clauses (a) and
(c) of Rule 5635 (referenced above) are not implicated by the Retail TP
Exchange Offer. Second, the Company has concluded that shareholder approval is not
required under either clause (b) or (d) of Rule 5635 (referenced above).
For purposes of clause (b) of the Rule, because the retail trust preferred securities
are widely held by over 500 individual holders, no single purchaser will have the ability
to acquire an amount that would result in a “change of control” of the Company,
as

Ms. McHale
November
24, 2009
Page 3

defined under the Rule. For purposes
of clause (d) of the Rule, shareholder approval is not required because the Retail TP
Exchange Offer is deemed to be a “public offering.” When determining whether an
offering is a “public offering” for purposes of the Rule, Nasdaq staff considers
the following relevant factors: (i) the type of offering; (ii) the manner in
which the offering is marketed; (iii) the extent of the offering’s distribution;
(iv) the offering price; and (v) the extent to which the company controls the
offering and its distribution. The Retail TP Exchange Offer will be available to all
holders of the retail trust preferred securities, the retail trust preferred securities
are widely held (over 500 individual holders) and publicly traded on the Nasdaq
Global Select Market under the symbol “IBCPO,” and the Retail TP Exchange Offer
will be conducted in accordance with applicable SEC rules.

        A
similar analysis would apply to the Cash Offering discussed in Proposal 1, which would be
conducted as an underwritten public offering (which the Nasdaq staff has consistently
found to be a “public offering” exempt from the shareholder approval
requirements).

          5.

          Please provide the information required by Item 11 of Schedule 14A for
          the offer to exchange outstanding  trust preferred securities issued by
          IBC Capital Finance II for shares of common stock of Independent  Bank
          Corporation. See Note A of Schedule 14A.

        The
Company has provided the information required by Item 11 of Schedule 14A with respect
to the Retail TP Exchange Offer. Please see page 9 of the revised Proxy Statement.

Proposal 1, page 4

          6.

          Aside from the issuances of securities discussed in proposals 2 and 3, please
          revise to state whether  further authorization for the issuance of the
          securities by a vote of security holders will be solicited  prior to the
          issuances of securities discussed in Proposal 1.

        The
Proxy Statement has been revised to address the issue of any potential further
authorization for the issuance of securities in connection with the proposed initiatives
discussed in Proposal 1 (i.e., the Retail TP Exchange Offer and the Cash Offering).
Please see page 4 of the revised Proxy Statement.

Proposal 2, page 8

          7.

          Please file as an appendix to the proxy statement the Independent Bank
          Corporation Long-Term Incentive  Plan. See Instruction 3 to Item 10 of
          Schedule 14A.

        The
Company has added the Independent Bank Corporation Long-Term Incentive Plan as
Appendix B to its revised Proxy Statement.

Ms. McHale
November
24, 2009
Page 4

          8.

          Please tell us supplementally when the options and common shares underlying
          the options will be  registered under the Securities Act. Alternatively,
          please tell us which section of the Securities Act  or rule of the
          Commission you intend to rely upon for exemption from such registration. See
          Instruction  5 to Item 10 of Schedule 14A.

        For
the underlying shares, the Company filed a Registration Statement on Form S-8
(Registration No. 333-89072) with the Commission on May 24, 2002, for the
purpose of registering under the Securities Act of 1933, as amended, 575,000 shares of the
Company’s common stock, par value $1.00 per share, for issuance pursuant to the
Company’s Long Term Incentive Plan (including common stock issuable upon exercise of
stock options granted pursuant to such plan). The Company also filed a Registration
Statement on Form S-8 (Registration No. 333-125484) with the Commission on
June 3, 2005, for the purpose of registering an additional 750,000 shares of the
Company’s common stock, par value $1.00 per share, for issuance pursuant to the
Company’s Long Term Incentive Plan.

        For
the options, the Company is relying on an exemption from registration under
Section 3(a)(9) of the Securities Act, since no commission or other remuneration
is being paid or given for the exchange of the options.

Further Information
Regarding the Exchange Ratios, page 11

          9.

          Please revise the table, “Examples of Stock Option Exchange Ratios”
          to disclose what the exercise price  of the new options would be.

        The
Company has provided the exercise price of the New Options in the table “Examples of
Stock Option Exchange Ratios” in its revised Proxy Statement. The example exercise
price for the New Options is based on the closing price of the Company’s common stock
on the Nasdaq Global Select Market on November 3, 2009, which was $1.16 per common
share. This information will be updated as necessary prior to the filing of the definitive
proxy statement.

Effect on
Shareholders, page 13

          10.

          Please revise this section to discuss the numbers of common shares underlying
          the eligible options, the  weighted average exercise price of the
          eligible options, the numbers of common shares underlying the new
          options as determined by the most recent practicable date, the exercise price
          of the new options as  determined by the most recent practicable date,
          and the percentage of total outstanding common shares  the shares
          underlying the new options will represent assuming that all eligible options
          were exchanged.

        The
Company has included this information in its revised Proxy Statement. Please see page 16
of the revised Proxy Statement.

Ms. McHale
November
24, 2009
Page 5

Vote Required and
Recommendation of the Board, page 15

          11.

          We note that you state here, on page 17, and on page 18 that the sum of any
          negative votes and  abstentions will necessitate offsetting affirmative
          votes to assure approval. Please clarify that  negative votes and
          abstentions will have the affect of voting against the proposal.

        The
Company has changed the language in its revised Proxy Statement to clarify that negative
votes and abstentions will have the effect of voting against the proposal. Please see
pages 17, 23, and 24 of the revised Proxy Statement.

Proposal 3, page 15

          12.

          Please revise to describe the relationship of IBC Capital Financial IV, IBC
          Capital Finance III, and  Midwest Guaranty Trust I with Independent Bank
          Corporation.

        As
requested, the Company has included a section regarding the relationship of IBC Capital
Finance IV, IBC Capital Finance III, and Midwest Guaranty Trust I with the Company in its
revised Proxy Statement. Please see page 18 of the revised Proxy Statement.

13.
Please
revise to provide the information required by Item 12(b) of           Schedule 14A.

        The
Company has included disclosures regarding material differences between the outstanding
Institutional Trust Preferred Securities and the common stock of the Company and the
outstanding CPP Preferred Shares and the common stock of the Company. Please see pages 18
and 20 of the revised Proxy Statement.

Executive
Compensation for Fiscal Year 2008, page 20

14.
Please
revise to include the information required by Item 407(e)(4) and           (e)(5) of
Regulation S-K.

        The
Company has included the information required by Item 407(e)(4) of Regulation S-K in
its revised Proxy Statement. Please see page 37 of the revised Proxy Statement. No
information is required by Item 407(e)(5) pursuant to Instruction 3 of Item
407(e)(5) because such disclosure was included in the Company’s definitive proxy
statement filed with the Commission on March 19, 2009.

Information
Incorporated by Reference, page 32

          15.

          You may only incorporate by reference into the proxy statement only in the
          manner and to the extent  specifically permitted in the items in this
          schedule. Please revise. See Note D to Schedule 14A.

Ms. McHale
November
24, 2009
Page 6

        Pursuant
to Item 13(b)(2) of Schedule 14A, the Company is eligible to incorporate by
reference the information required by Item 13(a), provided that the information is
contained in an annual report to security holders or a previously-filed statement or
report, and such report or statement is delivered to security holders with the proxy
statement and the requirements of Item 13(c) are met. Pursuant to Item 13(b)(2), the
Company will deliver to its shareholders, along with the definitive proxy statement, the
Company’s Form 10-K for the year ended December 31, 2009 (including the Annual
Report attached as Exhibit 13 thereto) and the Company’s Form 10-Q for the
nine-month period ended September 30, 2009. The Company has revised the language on
page 39 of the revised Proxy Statement to indicate that only specific Items under such
Form 10-K and Form 10-Q are being incorporated by reference. The specific Items being
incorporated by reference contain all information required to be disclosed by the Company
in the Proxy Statement by Item 13(a) of Schedule 14A. Further, the Company
believes it has met all the necessary requirements under Item 13(c). Finally, pursuant to
Note D to Schedule 14A, the Company acknowledges the requirement to mail the proxy
statement at least 20 business days prior to the special meeting, and believes it has
otherwise satisfied the requirements of the cited instructions.

        The
enclosed revised preliminary Proxy Statement contains several data points that are tied to
specific dates. Depending on when the definitive proxy statement is filed, the Company
intends to update the dates and related information as needed in order to provide
shareholders with current, relevant information.

        The
Company acknowledges that it is responsible for the adequacy and accuracy of the
disclosure in all Company filings. The Company understands that neither the Staff’s
comments nor changes the Company makes to its disclosure in response to Staff comments
foreclose the Commission from taking any action with respect to its filings and that the
Company may not assert Staff comments as a defense in any proceedings initiated by the
Commission or any person under the federal securities laws of the United States.

        Please
feel free to call me at (616) 522-1765, or the Company’s legal counsel, Kimberly
Baber, at (616) 336-6851, with any questions or if we can be of any assistance in
completing your review of these responses.

Very truly yours,

Independent Bank
Corporation

/s/ Robert N. Shuster

Robert N. Shuster
Executive Vice
President and
Chief Financial Officer

Enclosures