SecProbe.io

CORRESP
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 filename1.htm

 May 21, 2026

 Via EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Finance
 100 F Street NE
 Washington, DC 20549

 Re:

 Independent Bank Corporation
 Registration Statement on Form S-4
 File No. 333-295489

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Independent Bank Corporation, a Michigan corporation (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission
 (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-4 (the “ Registration Statement ”) to become effective pursuant to Section 8(a) of the Securities Act of 1933, as amended, at 4:00
 p.m. EST on May 22, 2026, or as soon thereafter as is practicable.

 If you have any questions regarding this request, please contact our legal counsel, Kimberly A. Baber of Varnum LLP, at (616) 336-6851.

 Very truly yours,

 INDEPENDENT BANK CORPORATION

 /s/ Gavin A. Mohr

 Gavin A. Mohr
 Executive Vice President and Chief Financial Officer

 cc:  Kimberly A. Baber, Varnum LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 11, 2026

Gavin A. Mohr
Chief Financial Officer
Independent Bank Corporation
4200 East Beltline
Grand Rapids, MI 49525

 Re: Independent Bank Corporation
 Registration Statement on Form S-4
 Filed May 1, 2026
 File No. 333-295489
Dear Gavin A. Mohr:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Kimberly A. Baber, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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February 8, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Independent Bank Corporation (the “Company”)

Registration Statement on Form S-4

File No. 333-222358

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM on February 8, 2018, or as soon thereafter as is practicable.

Very Truly Yours,

/s/ Robert N. Shuster

Robert N. Shuster

Executive VP & Chief Financial Officer

Independent Bank Corporation

4200 East Beltline Avenue NE

 Grand Rapids, MI 49525

CORRESP
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Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Kimberly A. Baber

Direct: 616 / 336-6851

kababer@varnumlaw.com

February 6, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Independent Bank Corporation (the “Company”)

Registration Statement on Form S-4

File No. 333-222358

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 PM on February 7, 2018, or as soon thereafter as is practicable.

Very truly yours,

 VARNUM

  Kimberly A. Baber

KAB/jko/rll

12763219

Grand Rapids Ÿ Detroit Ÿ Novi Ÿ Kalamazoo Ÿ Grand Haven Ÿ Lansing Ÿ Ann Arbor Ÿ Hastings

CORRESP
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filename1.htm

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Kimberly A. Baber

Direct: 616 / 336-6851

kababer@varnumlaw.com

January 30, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

Attn: Michael Clampitt, Senior Attorney

Re:

Responses to Comments on Independent Bank Corporation’s

Registration Statement on Form S-4

Filed December 29, 2017

 File No. 333-222358

Dear Mr. Clampitt:

On behalf of Independent Bank Corporation, a Michigan corporation (“Independent”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated January 11, 2018, with respect to the above-referenced registration statement on Form S-4, filed by Independent on December 29, 2017 (the “Registration Statement”).

In connection with this response, Independent is also filing with the Commission Amendment No. 1 to the Registration Statement (the “Amended S-4”) which reflects the responses set forth below, as appropriate.

To facilitate the Staff’s review, this letter includes each of the Staff’s comments in bold followed by a response to the Staff’s comments. Capitalized terms used in our responses without definition shall have the meanings specified in the Amended S-4.

Cover Page

1.

Please include disclosure on the cover page that addresses the possible adjustments that may be made to the merger consideration.  This would include:

·

The scenarios by which TCSB shareholders could receive less than 1.1166 shares of IBCP for each share of TCSB common stock,

·

The caps to any adjustments to the merger consideration,

·

What the current level is of TCSB consolidated shareholders’ equity and whether you anticipate whether it will go below the $34.5 million threshold,

·

Indicate that TCSB is not traded on any exchange, and

·

The anticipated aggregate merger consideration.

January 30, 2018

Page 2

These disclosures have been added to the cover page of the Amended S-4.

Questions and Answers About the Merger, page 3

2.

Please include a Q/A that discusses when each party may have termination rights as well as a Q/A that indicates that TCSB shareholders do not have dissenters’ rights.

These disclosures have been added to page 4 of the Amended S-4.

Exhibits 8.1 and 8.2 – Tax Opinions

3.

Please revise these tax opinions to describe the material tax consequences of the merger.  Refer to Sections III B.1 and C.1. of Staff Legal Bulletin No. 19 (CF) for additional guidance.

Varnum LLP and Warner Norcross & Judd LLP have revised their tax opinions filed as Exhibit 8.1 and 8.2, respectively, to the Amended S-4 to conform with the requirements set out in Staff Legal Bulletin No. 19 for short-form tax opinions.  The “Material United States Federal Income Tax Consequences” discussion beginning on page 39 of the Amended S-4, which describes the material tax consequences of the merger, has also been updated in accordance with the guidance of Staff Legal Bulletin No. 19.

If you have any questions regarding this letter, please contact me at (616) 336-6851 or Robert N. Shuster, Chief Financial Officer of Independent, at (616) 527-5820.

Very truly yours,

VARNUM

/s/ Kimberly A. Baber

KAB/jko/rll

12710505

January 11, 2018
Mail Stop 4720

Robert N. Shuster
Chief Financial Officer
Independent Bank Corporation
4200 East Beltline
Grand Rapids, MI 49525

Re: Independent Bank Corporation
  Registration Statement on Form S-4
Filed  December 29, 2017
  File No.  333-222358

Dear Mr. Shuster :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Cover Page

1. Please include disclosure on the cover page that addresses the possible adjustments that
may be made to the merger consideration.  This would include;
 The scenarios by which TCSB shareholders could receive le ss than 1.1166 shares of
IBCP for each share of TCSB common stock,
 The caps to any adjustments to the merger consideration,
 What the current level is of TSBS consolidated s hareholders’ equity  and whether you
anticipate whether it will go below the $34.5 mi llion threshold,
 Indicate that TCBS is not traded on any exchange, and
 The anticipated aggregate merger consideration.

Robert N. Shuster
Independent Bank Corporation
January 11, 2018
Page 2

 Questions and Answers About the Merger, page 3

2. Please include a Q/A that discusses when each party may have termination rights as well
as a Q/A that indicates that TCSB shareholders do not have dissenters’ rights.

Exhibits 8.1 and 8.2
Tax Opinions

3. Please revise these tax opinions to describe the material tax consequences of the merger.
Refer to Sections III.B.1. and C.1. of  Staff Legal Bulletin No. 19 (CF) for additional
guidance.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff .

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact  Eric Envall  at (202) 551 -3234  or me at  (202) 551 -3434  with any other
questions.

Sincerely,

 /s/ Michael Clampitt

 Michael Clampitt
Senior Attorney

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   ibc-corresp_10281021.htm - Generated by SEC Publisher for SEC Filing

October 28, 2010

Filed Via Edgar

Michael Seaman

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

  Re:

  Independent Bank Corporation

  Registration Statement on Form S-1

  File No. 333-169200

Dear Mr. Seaman:

            Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Independent Bank Corporation (the
"Company") requests that the effectiveness of the above referenced
Registration Statement on Form S-1, as amended, be accelerated to November 1,
2010 at 3:00 p.m. Eastern Time, or as soon as possible thereafter.

            In connection with the foregoing request for
acceleration of effectiveness, the Company acknowledges that:

·
should the Securities and Exchange Commission (the
"Commission") or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;

·
the action of the Commission or staff, 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 proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Securities and Exchange Commission

Division of Corporation Finance

October 28, 2010

Page 2

Please contact the undersigned at (616) 522-1765 with any questions you may have concerning this request. In addition, please contact the undersigned when this request for acceleration has been granted.

Very truly yours,

Independent Bank Corporation

/s/ Robert N. Shuster

Robert N. Shuster

Executive VP and Chief Financial Officer

c:         Kimberly Baber, Varnum LLP

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   ibc-corresp_10281011.htm - Generated by SEC Publisher for SEC Filing

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Kimberly A. Baber

Direct: 616 / 336-6851

kababer@varnumlaw.com

October 28, 2010

Filed Via Edgar

Michael Seaman

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

Re:

Independent Bank Corporation ("IBC")

Registration Statement on Form S-1

File No. 333-169200 (the "Registration Statement")

Dear Mr. Seaman:

            Reference is made to comment 3 in your letter dated October 15, 2010 with respect to the above-referenced Registration Statement on Form S-1, filed by IBC on September 3, 2010, as amended by Amendment No. 1 filed on October 5, 2010, by Amendment No. 2 filed on October 22, 2010, and by Amendment No. 3 filed on October 28, 2010.

IBC has verbally confirmed with the United States Department of the Treasury that sales, if any, of IBC's common stock to Dutchess Opportunity Fund, II, LP pursuant to the Equity Line (as defined in the Registration Statement) will not cause any anti-dilution adjustment under IBC's Series B Convertible Preferred Stock or IBC's amended and restated Warrant (each as defined in the Registration Statement).

If you have any questions regarding this letter, please contact me at (616) 336-6851, Seth Ashby at (616) 336-6726, or Robert Shuster, Chief Financial Officer of IBC, at (616) 522-1765.

Very truly yours,

Varnum LLP

/s/ Kimberly A. Baber

Kimberly A. Baber

c:         Robert N. Shuster

Grand Haven Ÿ Grand Rapids Ÿ Kalamazoo Ÿ Lansing Ÿ Novi

CORRESP
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corresp

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

    Kimberly A. Baber

    Direct: 616 / 336-6851

    kababer@varnumlaw.com

October 22, 2010

Filed Via Edgar

Michael Seaman

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

    Re:

    Independent Bank Corporation

Amendment No. 1 to Registration Statement on Form S-1

Filed October 5, 2010

File No. 333-169200

Dear Mr. Seaman:

     On behalf of Independent Bank Corporation, a Michigan corporation (“IBC”), we are responding
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in your letter dated October 15, 2010 with respect to the above-referenced
registration statement on Form S-1, filed by IBC on September 3, 2010, as amended by Amendment No.
1 filed on October 5, 2010 (as amended, the “Registration Statement”), in connection with the
resale of its shares of common stock by Dutchess Opportunity Fund, II, LP (“Dutchess”), pursuant to
an Investment Agreement between IBC and Dutchess, dated July 7, 2010 (the “Investment Agreement”).

     In connection with this response, IBC is also filing with the Commission Amendment No. 2 to
the Registration Statement (“Amendment No. 2”), which reflects the responses set forth below, as
appropriate.

     To facilitate the Staff’s review, this letter includes each of the Staff’s comments in bold
followed by a response to the Staff’s comments. Capitalized terms used in the following responses
without definition have the meanings specified in Amendment No. 2.

Securities and Exchange Commission

Division of Corporation Finance

October 22, 2010

Page 2

Form S-1/A Filed October 5, 2010

Equity Line with Dutchess, page 6

    1.

    We note your response to comment 7 in our letter dated September 27, 2010. Please revise to
disclose why you chose the particular dollar amount of the equity line with Dutchess.

    We have made this revision to Amendment No. 2. Please see the revision on page 7.

    2.

    We note your response to comment 8 in our letter dated September 27, 2010. Please revise to
disclose whether any fees and/or commissions are payable at the time of any put.

    We have made this revision to Amendment No. 2. Please see the revision on page 7.

Risk Factors

General

    3.

    We note your response to comment 10 in our letter dated September 27, 2010. Please provide
us with written confirmation of Treasury’s concurrence with your analysis prior to requesting
acceleration of effectiveness of the registration statement.

          IBC will provide such confirmation to the Staff prior to requesting acceleration of
effectiveness of the Registration Statement.

We are registering the resale of 1,502,468 shares of common stock ... page 20

    4.

    Based on your response to comment 14 in our letter dated September 27, 2010, it appears that
you expect Dutchess to immediately resell all of the shares of IBC common stock issued to
Dutchess under the investment agreement. Please revise this risk factor to clarify, if
accurate, that Dutchess is currently expected to immediately resell all shares of common stock
put to Dutchess under the investment agreement.

    We have made this revision to Amendment No. 2. Please see the revision on page 20.

Securities and Exchange Commission

Division of Corporation Finance

October 22, 2010

Page 3

Selling Stockholder, page 29

    5.

    We reissue comment 14 in our letter dated September 27, 2010.

          We have made revisions to Amendment No. 2 as discussed with the Staff on October 18, 2010.
Please see the revisions on page 29.

* * * * *

     IBC has advised us that it acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve IBC from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

    •

    IBC may not assert Staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

* * * * *

     If you have any questions regarding this letter or Amendment No. 1, please contact me at (616)
336-6851, Seth Ashby at (616) 336-6726, or Robert Shuster, Chief Financial Officer of IBC, at (616)
522-1765.

    Very truly yours,

Varnum LLP

    Kimberly A. Baber

    c:

    Robert N. Shuster

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

October 15, 2010

Via U.S. Mail and Facsimile

Robert N. Shuster
Chief Financial Officer Independent Bank Corporation 230 West Main Street Ionia, MI 48846
Re: Independent Bank Corporation
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed October 5, 2010
  File No. 333-169200

Dear Mr. Shuster:
 We have limited our review of your regi stration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  Wher e you do not believe our comments apply
to your facts and circumstances or do not  believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

Form S-1/A filed October 5, 2010

 Equity Line with Dutchess, page 6

1. We note your response to comment 7 in  our letter dated September 27, 2010.
Please revise to disclose why you chos e the particular do llar amount of the
equity line with Dutchess.

Robert N. Shuster
Independent Bank Corporation October 15, 2010 Page 2
2. We note your response to comment 8 in  our letter dated September 27, 2010.
Please revise to disclose whether any fees and/or commissions are payable at the time of any put.
Risk Factors

 General

3. We note your response to comment 10 in our letter dated September 27, 2010.
Please provide us with written confir mation of Treasury’s concurrence with
your analysis prior to requesting acc eleration of eff ectiveness of the
registration statement.
 We are registering the resale of 1,502,468 shares of common stock …, page 20

4. Based on your response to comment 14 in our letter dated September 27,
2010, it appears that you e xpect Dutchess to immediately resell all of the
shares of IBC common stock issued  to Dutchess under the investment
agreement.  Please revise this risk fact or to clarify, if accurate, that Dutchess
is currently expected to immediately rese ll all shares of common stock put to
Dutchess under the investment agreement.

Selling Stockholder, page 29

5. We reissue comment 14 in our letter dated September 27, 2010.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Act of 1933 and all applicable Securities Act rules require.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

Robert N. Shuster
Independent Bank Corporation October 15, 2010 Page 3
• should the Commission or the staff, acti ng 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.  Please refer to Rules 460 and 461 rega rding requests for acceleration.  We
will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that  those requesting accel eration are aware of
their respective res ponsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above regist ration statement.  Please allow adequate time for us to
review any amendment prior to the requested effective date of the registration
statement.
 Please contact Matt McNair, Attorney-A dviser, at (202) 551-3583 or me at
(202) 551-3366 with any questions.
Sincerely,

Michael Seaman Special Counsel
 cc: Michael G. Wooldridge, Esq.  Seth W. Ashby, Esq.
      Varnum LLP

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corresp

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

    Kimberly A. Baber

    Direct: 616 / 336-6851

    kababer@varnumlaw.com

October 5, 2010

Filed Via Edgar

Michael Seaman

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

              Re:

    Independent Bank Corporation

Registration Statement on Form S-1

File No. 333-169200

Dear Mr. Seaman:

          On behalf of Independent Bank Corporation, a Michigan corporation (“IBC”), we are responding
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in your letter dated September 27, 2010 with respect to the
above-referenced registration statement on Form S-1, filed by IBC on September 3, 2010 (the
“Registration Statement”), in connection with the resale of its shares of common stock by Dutchess
Opportunity Fund, II, LP (“Dutchess”), pursuant to an Investment Agreement between IBC and
Dutchess, dated July 7, 2010 (the “Investment Agreement”).

          In connection with this response, IBC is also filing with the Commission Amendment No. 1 to
the Registration Statement (“Amendment No. 1”), which reflects the responses set forth below, as
appropriate.

          To facilitate the Staff’s review, this letter includes each of the Staff’s comments in bold
followed by a response to the Staff’s comments. Capitalized terms used in the following responses
without definition have the meanings specified in Amendment No. 1.

Grand Haven • Grand Rapids • Kalamazoo • Lansing • Novi

Securities and Exchange Commission

Division of Corporation Finance

October 5, 2010

Page 2

Registration Statement on Form S-1

General

    1.

    Please confirm, if true, that Dutchess is irrevocably bound to purchase all shares underlying
the equity line agreement.

          We confirm that, except for conditions outside Dutchess’ control, Dutchess is irrevocably
bound to purchase the securities if and when IBC exercises a put under the Investment Agreement.

    2.

    Please confirm, if true, that neither the company nor Dutchess has the ability to renegotiate
terms of the agreement after filing or effectiveness of the registration statement.

          We confirm that neither IBC nor Dutchess has the ability unilaterally to renegotiate the terms
of the Investment Agreement. Under Section 12(F) of the Investment Agreement, the Investment
Agreement may be amended only by an instrument in writing signed by IBC and Dutchess. We
acknowledge the Staff’s position that, if the parties mutually determine to renegotiate the terms
of the Investment Agreement, IBC would need to withdraw the Registration Statement and re-file
another registration statement after the parties have completed a new agreement.

Prospectus Cover Page

    3.

    Please revise to disclose the percentage of the company’s outstanding securities the shares
being registered represents.

          We have made this revision to Amendment No. 1. Please see the revision on the prospectus
cover page.

Summary

    4.

    Please revise to include the information contained in the Summary section of your
registration statement on Form S-1 (File No. 333-168032) to the extent that it is not
specifically related to the public offering. Also include detailed descriptions of your
capital plan and your December 2009 board resolutions similar to those contained in the public
offering registration statement, including a description of the consequences of failure to
comply with the capital requirements established by the resolutions. Finally, include a
Selected Financial Information section in your filing that takes into account your August 2010
stock split.

Securities and Exchange Commission

Division of Corporation Finance

October 5, 2010

Page 3

          We have made these revisions to Amendment No. 1. Please see the revisions on pages 4 through
17 and on pages 18 and 19.

Equity Line with Dutchess, page 5

    5.

    Please review and revise this section to eliminate unnecessary repetition. In this regard,
we note that the information contained in the first sentence of the second paragraph is nearly
identical to the information contained in the first paragraph. Also confirm that all material
aspects of the Equity Line, Investment Agreement and Registration Rights Agreement are
discussed.

          We have made these revisions to Amendment No. 1. Please see the revisions on pages 6 and 7.
We confirm that all material aspects of the Equity Line, Investment Agreement and Registration
Rights Agreement are discussed in Amendment No. 1.

    6.

    In the last sentence of the third paragraph you say that you “have no obligation to seek or
obtain shareholder approval to issue shares of [your] common stock in excess of approximately
1,502,468.” In light of your disclosures elsewhere regarding shareholder approval, please
explain this statement.

          We have clarified this disclosure in Amendment No. 1. Please see the revision on page 6. IBC
is only obligated to obtain shareholder approval to comply with NASDAQ Marketplace Rule 5635 as a
condition precedent to issuing more than approximately 1,502,468 shares to Dutchess, which it is
under no obligation to do.

    7.

    We note the $15 million principal amount that is available under the equity line agreement.
Please revise to include a discussion of the likelihood that the company will receive, or
need, the full amount of proceeds available under the equity line agreement.

    We have made this revision to Amendment No. 1. Please see the revision on page 7.

    8.

    Please revise to disclose any fees or commissions the company paid to enter into the equity
line, whether in cash or securities. Also, disclose any fees and commissions payable at the
time of any put.

    We have made this revision to Amendment No. 1. Please see the revision on page 7.

Securities and Exchange Commission

Division of Corporation Finance

October 5, 2010

Page 4

Risk Factors

General

    9.

    It does not appear that Dutchess is contractually barred from engaging in short selling or
other hedging transactions with respect to the company’s common stock. Please include a risk
factor noting, if accurate, that Dutchess may engage in such activities. Also, discuss the
effects such activities may have on the market price of the company’s common stock.

          Dutchess may not engage in short selling with respect to IBC’s securities as provided in
Section 3(C) of the Investment Agreement and we have revised the Summary section of Amendment No. 1
accordingly. Please see the revision on page 7. Dutchess is not contractually barred from
engaging in other hedging transactions, however, so we have included an appropriate risk factor in
Amendment No. 1. Please see the revision on page 20.

Each issuance of our common stock under the Equity Line.... page 6

    10.

    Please revise this risk factor to include an example of the anti-dilution adjustments to your
preferred stock and warrants.

          Upon further review of the applicable agreements and subject to the confirmation of the United
States Department of the Treasury (the “Treasury”), IBC believes that any issuance of IBC’s common
stock to Dutchess pursuant to the Equity Line will not cause an anti-dilution adjustment under
IBC’s Series B Convertible Preferred Stock or IBC’s amended and restated Warrant. As a result, we
have removed this risk factor from Amendment No. 1. However, IBC does not intend to request
acceleration of effectiveness of the Registration Statement until it has received the Treasury’s
concurrence with this analysis.

We may not be able to access sufficient funds under the Equity Line when needed.... page 6

    11.

    Please revise this risk factor to address the following:

    •

    Describe the limitations on your ability to put shares to Dutchess imposed by the
Investment Agreement.

Securities and Exchange Commission

Division of Corporation Finance

October 5, 2010

Page 5

    •

    Reconcile the apparent inconsistency between your disclosure in this risk factor
regarding the 4.99% ownership limitation and the following language from Section 2(J) of
the Investment Agreement: “...provided that this sentence shall not be deemed to limit,
reduce, or otherwise affect the Investor’s obligation to purchase Shares pursuant to
this agreement upon receipt of a Put Notice from the Company.”

          We have made these revisions to Amendment No. 1. Please see the revisions on pages 20 and 21.
We removed the disclosure regarding the 4.99% ownership limitation because such limitation does
not affect Dutchess’ obligation to purchase securities under the Investment Agreement. Rather, to
the extent that Dutchess would beneficially own more than 4.99% of IBC’s common stock after giving
effect to an exercise of a put, Dutchess would be required to dispose of a sufficient number of
such shares prior to the issuance by IBC to comply therewith or otherwise be in breach of the
Investment Agreement. IBC does not believe the likelihood of any such breach, or the likely
consequences in the event of any such breach, warrants a risk factor.

Certain Management Relationships and Benefits

Certain Relationships and Related Transactions, page 13

    12.

    We note your disclosure that the loans and commitments to directors and executive officers
were made in the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the same time for comparable
transactions with other persons. If true, please confirm and revise your disclosure to
indicate that the loans and commitments were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable loans with
persons not related to the lender. Refer to Instruction 4.c. to Item 404(a) of
Regulation S-K.

          We confirm and have made this revision to Amendment No. 1. Please see the revision on page
28.

Selling Stockholder, page 14

    13.

    Please include a statement, if accurate, that Dutchess’ obligations under the agreement are
not transferable.

    We have made this revision to Amendment No. 1. Please see the revision on page 29.

Securities and Exchange Commission

Division of Corporation Finance

October 5, 2010

Page 6

    14.

    Please revise the table to show the amount and percentage of stock owned by the selling
shareholder assuming the maximum number of shares issuable under the Investment Agreement is
issued.

          As discussed with the Staff on September 28, 2010, we believe the table is accurate as
presented in the original filing because we expect, based on statements by Dutchess, that Dutchess
would resell all of the shares of IBC’s common stock that IBC issues to Dutchess under the
Investment Agreement, if any. In other words, we do not expect Dutchess to beneficially own any
such shares after the offering contemplated by the Registration Statement.

Plan of Distribution, page 14

    15.

    Please revise to include disclosure regarding any short selling and any other hedging
activities that Dutchess may engage in, or has engaged in, with regard to the company’s
securities.

          As discussed above in IBC’s response to comment 9, although Dutchess may not engage in short
selling with respect to IBC’s securities as provided in Section 3(C) of the Investment Agreement,
Dutchess is not contractually barred from engaging in other hedging transactions. Thus, we have
made this revision to Amendment No. 1. Please see the revision on page 30.

* * * * *

          IBC has advised us that it acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve IBC from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

    •

    IBC may not assert Staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

* * * * *

Securities and Exchange Commission

Division of Corporation Finance

October 5, 2010

Page 7

          If you have any questions regarding this letter or Amendment No. 1, please contact me at (616)
336-6851, Seth Ashby at (616) 336-6726, or Robert Shuster, Chief Financial Officer of IBC, at (616)
522-1765.

Very truly yours,

Varnum LLP

Kimberly A. Baber

c:      Robert N. Shuster

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

September 27, 2010

Via U.S. Mail and Facsimile

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-1
Filed September 3, 2010
  File No. 333-169200

Dear Mr. Shuster:
 We have limited our review of your regi stration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by am ending your registration statement and
providing the requested information.  Wher e you do not believe our comments apply
to your facts and circumstances or do not  believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.

Form S-1 filed September 3, 2010

 General

1. Please confirm, if true, that Dutche ss is irrevocably bound to purchase all
shares underlying the equ ity line agreement.

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 2
2. Please confirm, if true, that neither the company nor Dutchess has the ability
to renegotiate terms of the agreement after filing or effectiveness of the registration statement.
 Prospectus Cover Page

3. Please revise to disclose the per centage of the company’s outstanding
securities the shares being registered represents.
 Summary

4. Please revise to include the informati on contained in the Summary section of
your registration statement on Form S- 1 (File No. 333-168032) to the extent
that it is not specifically related to th e public offering.  Also include detailed
descriptions of your capital plan and your December 2009 board resolutions
similar to those contained in the pub lic offering registration statement,
including a description of the consequences of failu re to comply with the
capital requirements established by th e resolutions.  Fi nally, include a
Selected Financial Information section in your filing that takes into account
your August 2010 stock split.

Equity Line with Dutchess, page 5

5. Please review and revise this section to eliminate unnecessary repetition.  In
this regard, we note that the informati on contained in the first sentence of the
second paragraph is nearly identical to the information contained in the first
paragraph.  Also confirm that all ma terial aspects of the Equity Line,
Investment Agreement and Registra tion Rights Agreement are discussed.

6. In the last sentence of the thir d paragraph you say that you “have no
obligation to seek or obtain shareholde r approval to issue shares of [your]
common stock in excess of approxima tely 1,502,468.”  In light of your
disclosures elsewhere regarding share holder approval, please explain this
statement.

7. We note the $15 million principal amount th at is available under the equity
line agreement.  Please revise to incl ude a discussion of the likelihood that the
company will receive, or need, the fu ll amount of proceeds available under
the equity line agreement.

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 3
8. Please revise to disclose any fees or commissions the company paid to enter
into the equity line, whether in cash or securities.  Also, disclose any fees and
commissions payable at the time of any put.
 Risk Factors

 General

9. It does not appear that Dutchess is contractually barred from engaging in
short selling or other hedging transac tions with respect to the company’s
common stock.  Please include a risk f actor noting, if accurate, that Dutchess
may engage in such activities.  Also, discuss the effects such activities may
have on the market price of the company’s common stock.
 Each issuance of our common stock under the Equity Line..., page 6

10. Please revise this risk factor to in clude an example of the anti-dilution
adjustments to your preferred stock and warrants.
 We may not be able to access sufficient funds under the Equity Line when needed.,
page 6

11. Please revise this risk fact or to address the following:

• Describe the limitations on your ability to put shares to Duchess imposed
by the Investment Agreement.

• Reconcile the apparent inconsistency be tween your disclosure in this risk
factor regarding the 4.99% owners hip limitation and the following
language from Section 2(J) of the In vestment Agreement: “...provided that
this sentence shall not be deemed to limit, reduce, or otherwise affect the Investor’s obligation to purchase Sh ares pursuant to this agreement upon
receipt of a Put Notice from the Company.”

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 4  Certain Management Rela tionships and Benefits

 Certain Relationships and Re lated Transactions, page 13

12. We note your disclosure that the loan s and commitments to directors and
executive officers were made in th e ordinary course of business on
substantially the same terms, including in terest rates and collateral, as those
prevailing at the same time for comparable  transactions with other persons.  If
true, please confirm and revise your disclo sure to indicate that the loans and
commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with
persons not related to the lender
.  Refer to Instruction 4.c. to Item 404(a) of
Regulation S-K.
 Selling Stockholder, page 14

13. Please include a statement, if accurate , that Dutchess’ obligations under the
agreement are not transferable.

14. Please revise the table to show the am ount and percentage of stock owned by
the selling shareholder assuming the ma ximum number of shares issuable
under the Investment Agreement is issued.
 Plan of Distribution, page 14

15. Please revise to include disclosure re garding any short selling and any other
hedging activities that Dutchess may engage in, or has engaged in, with regard to the company’s securities.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain th at the filing includes the information the
Securities Act of 1933 and all applicable Securities Act rules require.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

Robert N. Shuster
Independent Bank Corporation September 27, 2010 Page 5

• should the Commission or the staff, acti ng 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.  Please refer to Rules 460 and 461 rega rding requests for acceleration.  We
will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that  those requesting accel eration are aware of
their respective res ponsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above regist ration statement.  Please allow adequate time for us to
review any amendment prior to the requested effective date of the registration
statement.
 Please contact Matt McNair, Attorney-A dviser, at (202) 551-3583 or me at
(202) 551-3366 with any questions.

Sincerely,

Michael Seaman Special Counsel
 cc: Michael G. Wooldridge, Esq.  Seth W. Ashby, Esq.
      Varnum LLP

CORRESP
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   ibc-corresp_041410.htm - Generated by SEC Publisher for SEC Filing

Independent Bank Corporation

230 West Main Street

Ionia, MI 48846

April 14, 2010

Filed Via Edgar

Ms. Kathryn McHale

Attorney Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

Re:

Independent Bank Corporation

Registration Statement on Form S-4, as amended

File No. 333-164546

Dear Ms. McHale:

            Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Independent Bank Corporation (the "Company") requests that the effectiveness of the above referenced Registration Statement on Form S-4, as amended, be accelerated to April 16, 2010 at 12:00 p.m. Eastern Time, or as soon as possible thereafter.

            In connection with the foregoing request for acceleration of effectiveness, the Company acknowledges that:

·       should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·       the action of the Commission or staff, 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

Securities and Exchange Commission

Division of Corporation Finance

April 14, 2010

Page 2

·       the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

            Please contact the undersigned at (616) 522-1765 with any questions you may have concerning this request. In addition, please contact the undersigned when this request for acceleration has been granted.

Very truly yours,

Independent Bank Corporation

/s/ Robert N. Shuster

Robert N. Shuster

Executive VP and Chief Financial Officer

c:         Kimberly Baber

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

April 8, 2010
  Robert N. Shuster Chief Financial Officer Independent Bank Corporation 230 West Main Street Ionia, MI  48846

Re: Independent Bank Corporation
 Amendment No. 2 to Registra tion Statement on Form S-4
Filed April 5, 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.

Amendment No. 2 to Registration Statement on Form S-4

General
 1. Please revise to clarify whether you have  commenced the offer.  We note that you
have included the expiration dates for the Early Tender Premium Value period and for the offer, but you have filed only a draft letter of transm ittal.  If the offer
has commenced, please file a final version of the letter of tran smittal.  If you have

Robert N. Shuster
Independent Bank Corporation
April 8, 2010 Page 2
not yet commenced the offer, then revise  to state that the offer has not yet
commenced and include the expiration dates only when you have actually
commenced.  Please ensure that the offer is open for twenty full business days from the date that you actually commen ce and that at least ten business days
remain in the offer after the expiration of the Early Tender Premium Value Period.
2. Please include a Recent Developments section in the forepart of the prospectus to
update the financial information for any material changes in your financial
condition, results of operations and perfor mance, capital and asset quality ratios
that have occurred during  the first quarter of 2010.
 3. We note your disclosures in the Risk Fact ors section and elsewhere regarding the
expected nonparticipation in  the exchange offers by th e holders of three of the
four classes of trust preferred securiti es.  Please include this information
prominently in the Questions and Answers and Summary sections of the prospectus as well as the fact that ne arly 80% of the IBC Capital Finance II
securities must be exchanged in order for you to meet one of the conditions to
conversion of the Series B Convertible Pref erred Stock to be issued to Treasury.
Please also expand upon the basis for your belief that the holders will not
participate.
 4. We note your projection on page 42 that if al l of your capital plan  initiatives were
to occur, your current shareholders w ould most likely own less than 5% of your
outstanding common stock.  Please include  this information in the summary
where you discuss your capital plan.
 Unaudited Pro Forma Financial Information, page 31

 5. Please revise the following footnotes to  the Pro Forma Consolidated Balance
Sheets on page 33, for the low range alte rnative, and on page 35, for the high
range alternative, as follows:

• Include in footnote (2), a tabular summary that shows how the various
individual adjustments related to the Tr ust Preferred Exchange Offers resulted
in the $11 million increase in common stock and reconcile the adjustments to
the $12.65 million of net aggregate principa l of the outstanding trust preferred
securities stated in the footnote.

• Disclose in footnote (7) the total numbe r and fair value of the newly issued
shares and how they were determined or  refer to related disclosure included
elsewhere.

Robert N. Shuster
Independent Bank Corporation
April 8, 2010 Page 3
• Provide in footnote (8) a summary that shows how the $1.530 million
decrease to accumulated deficit was dete rmined and provide a cross-reference
to related footnote (5) on pages 38 and 40 regarding the related income
statement effect of the transaction.

6. Please revise the following footnotes to the Pro Forma Consolidated Statements
of Operations on page 38, for the low ra nge alternative, and on page 40, for the
high range alternative, as follows:

• Disclose in footnote (3) the interest rate used to record the $1.1 million
reduction in interest rate and how it was determined.

• Provide in footnote (5) a discussion as to how the one-time gain of $1.5
million was determined and provide a cross reference to related disclosure in footnote (8) of the pro forma balance sheets.

Capitalization, page 41

7. Please revise the table to delete footnot e (4) and the “CPP Conversion” column on
page 40 for the low range alternative and on page 42 for the high range alternative
considering the Company is not able to compel the conversion of the Series B
Convertible Preferred Stock in to common shares in the n ear future.  Refer to the
second paragraph of the “Unaudited Pro Forma Information” section on page 31.

Material Federal U.S. Income Tax Consequences, page 134

8. We note that the assumptions that the trusts are grantor trusts and that the
underlying debentures are indebtedness of Independent Bank Corporation are
based on opinions of counsel delivered in connection with the or iginal issuance of
the securities.  Please indicat e that those opinions have been filed as exhibits to
the registration statement.

9. Please tell us why the opinion of counsel relating to the securities issued by IBC
Capital Finance II has not been filed.

Exhibit 5.1

10. Please remove the qualification regardi ng the common shares having been “duly
issued” in the f ourth paragraph.

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

Robert N. Shuster
Independent Bank Corporation April 8, 2010 Page 4  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 comments after reviewing your amendment and responses to our comments.
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

CORRESP
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   ibc-corresp_041210.htm - Generated by SEC Publisher for SEC Filing

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Kimberly A. Baber

Direct: 616 / 336-6851

kababer@varnumlaw.com

April 12, 2010

Filed Via Edgar

Ms. Kathryn McHale

Attorney Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

Re:

Independent Bank Corporation

Amendment No. 2 to Registration Statement on Form S-4

Filed on April 5, 2010

File No. 333-164546

Dear Ms. McHale:

            On behalf of Independent Bank Corporation, a Michigan corporation ("IBC"), we are responding to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in your letter dated April 8, 2010 with respect to the above-referenced registration statement on Form S-4, filed by IBC on January 27, 2010, as amended by Amendment No. 1 filed on March 12, 2010 and Amendment No. 2 filed on April 5, 2010 (as amended, the "Registration Statement"), in connection with the proposed offer by IBC to exchange common shares ("Common Shares") for up to all of the $90,100,000 in aggregate liquidation preference of the outstanding trust preferred securities (the "Trust Preferred Securities") of IBC Capital Finance II, IBC Capital Finance III, IBC Capital Finance IV, and Midwest Guaranty Trust I (the "Exchange Offers"), on the terms and subject to the conditions set forth in the Registration Statement.

            In connection with this response, IBC is also filing with the Commission Amendment No. 3 to the Registration Statement ("Amendment No. 3"), which reflects the responses set forth below, as appropriate.

            To facilitate the Staff’s review, this letter includes each of the Staff’s comments in bold followed by a response to the Staff’s comments. Capitalized terms used in the following responses without definition have the meanings specified in Amendment No. 3.

Securities and Exchange Commission

Division of Corporation Finance

April 12, 2010

Page 2

Amendment No. 2 to Registration Statement on Form S-4

General

1.                Please revise to clarify whether you have commenced the offer.  We note that you have included the expiration dates for the Early Tender Premium Value period and for the offer, but you have filed only a draft letter of transmittal.  If the offer has commenced, please file a final version of the letter of transmittal.  If you have not yet commenced the offer, then revise to state that the offer has not yet commenced and include the expiration dates only when you have actually commenced.  Please ensure that the offer is open for twenty full business days from the date that you actually commence and that at least ten business days remain in the offer after the expiration of the Early Tender Premium Value Period.

            IBC has not commenced the offer.  The expiration dates have been removed from Amendment No. 3.  When the offer commences, IBC will ensure it remains open for twenty business days from the date of commencement and that at least ten business days remain in the offer after the expiration of the Early Tender Premium Deadline.  The expiration dates will appear in the final prospectus to be filed with the Commission.

2.                Please include a Recent Developments section in the forepart of the prospectus to update the financial information for any material changes in your financial condition, results of operations and performance, capital and asset quality ratios that have occurred during the first quarter of 2010.

            This disclosure has been added to Amendment No. 3. Please see the revisions to "Summary – Recent Development" on page 13.

3.               We note your disclosures in the Risk Factors section and elsewhere regarding the expected nonparticipation in the exchange offers by the holders of three of the four classes of trust preferred securities.  Please include this information prominently in the Questions and Answers and Summary sections of the prospectus as well as the fact that nearly 80% of the IBC Capital Finance II securities must be exchanged in order for you to meet one of the conditions to conversion of the Series B Convertible Preferred Stock to be issued to Treasury.  Please also expand upon the basis for your belief that the holders will not participate.

            We have made these revisions to Amendment No. 3.  Please see the revisions to "Questions and Answers about the Exchange Offers" on page 3, "Summary – Background to the Exchange Offers" on page 9, and "Risk Factors" on page 16.

Securities and Exchange Commission

Division of Corporation Finance

April 12, 2010

Page 3

4.                We note your projection on page 42 that if all of your capital plan initiatives were to occur, your current shareholders would most likely own less than 5% of your outstanding common stock.  Please include this information in the summary where you discuss your capital plan.

We have made these revisions to Amendment No. 3.  Please see the revisions to "Summary – Background to the Exchange Offers" on page 9.

Unaudited Pro Forma Financial Information, page 31

5.                Please revise the following footnotes to the Pro Forma Consolidated Balance Sheets on page 33, for the low range alternative, and on page 35, for the high range alternative, as follows:

·      Include in footnote (2), a tabular summary that shows how the various individual adjustments related to the Trust Preferred Exchange Offers resulted in the $11 million increase in common stock and reconcile the adjustments to the $12.65 million of net aggregate principal of the outstanding trust preferred securities stated in the footnote.

·      Disclose in footnote (7) the total number and fair value of the newly issued shares and how they were determined or refer to related disclosure included elsewhere.

·      Provide in footnote (8) a summary that shows how the $1.530 million decrease to accumulated deficit was determined and provide a cross-reference to related footnote (5) on pages 38 and 40 regarding the related income statement effect of the transaction.

We have made these revisions to Amendment No. 3.  Please see the referenced footnotes to the Pro Forma Consolidated Balance Sheets beginning on pages 33 and 35.

Securities and Exchange Commission

Division of Corporation Finance

April 12, 2010

Page 4

6.               Please revise the following footnotes to the Pro Forma Consolidated Statements of Operations on page 38, for the low range alternative, and on page 40, for the high range alternative, as follows:

·       Disclose in footnote (3) the interest rate used to record the $1.1 million reduction in interest rate and how it was determined.

·      Provide in footnote (5) a discussion as to how the one-time gain of $1.5 million was determined and provide a cross reference to related disclosure in footnote (8) of the pro forma balance sheets.

We have made these revisions to Amendment No. 3.  Please see the referenced footnotes to the Pro Forma Consolidated Statements of Operations beginning on pages 37 and 39.

Capitalization, page 41

7.               Please revise the table to delete footnote (4) and the "CPP Conversion" column on page 40 for the low range alternative and on page 42 for the high range alternative considering the Company is not able to compel the conversion of the Series B Convertible Preferred Stock into common shares in the near future.  Refer to the second paragraph of the "Unaudited Pro Forma Information" section on page 31.

We have made these revisions to Amendment No. 3.  Please see the revisions to the tables, including the footnotes, on pages 41 and 42.

Material Federal U.S. Income Tax Consequences, page 134

8.              We note that the assumptions that the trusts are grantor trusts and that the underlying debentures are indebtedness of Independent Bank Corporation are based on opinions of counsel delivered in connection with the original issuance of the securities.  Please indicate that those opinions have been filed as exhibits to the registration statement.

We have made this revision to Amendment No. 3.  Please see the revision to "Material Federal U.S. Income Tax Consequences" on page 133.

9.               Please tell us why the opinion of counsel relating to the securities issued by IBC Capital Finance II has not been filed.

We previously incorporated this opinion by reference.  Please see Exhibit 8.5.

Securities and Exchange Commission

Division of Corporation Finance

April 12, 2010

Page 5

Exhibit 5.1

10.            Please remove the qualification regarding the common shares having been "duly issued" in the fourth paragraph.

            We have made this revision to the opinion filed as Exhibit 5.1 to Amendment No. 3.

* * * * *

            IBC has advised us that it acknowledges that:

·       the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·       Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·       the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * *

We appreciate the efforts of the Staff and look forward to resolving the above comments, as IBC would like to be in a position to commence the proposed Exchange Offers as soon as possible.  If you have any questions regarding this letter or Amendment No. 3, please contact me at (616) 336-6851 or Robert Shuster, Chief Financial Officer of IBC, at (616) 527-9450.

Very truly yours,

Varnum LLP

/s/ Kimberly A. Baber

Kimberly A. Baber

c:         Robert N. Shuster

CORRESP
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   ibc-corresp_040510.htm - Generated by SEC Publisher for SEC Filing

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Kimberly A. Baber

Direct: 616 / 336-6851

kababer@varnumlaw.com

April 5, 2010

Filed Via Edgar

Ms. Kathryn McHale

Attorney Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

            Re:      Independent Bank Corporation

                        Amendment No. 1 to Registration Statement on Form S-4

                        Filed on March 12, 2010

                        File No. 333-164546

Dear Ms. McHale:

            On behalf of Independent Bank Corporation, a Michigan corporation ("IBC"), we are responding to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in your letter dated March 19, 2010 with respect to the above-referenced registration statement on Form S-4, filed by IBC on January 27, 2010, as amended by Amendment No. 1 filed by IBC on March 12, 2010 (as amended, the "Registration Statement"), in connection with the proposed offer by IBC to exchange common shares, par value $1.00 per share ("Common Shares"), for up to all of the $90,100,000 in aggregate liquidation preference of the outstanding trust preferred securities (the "Trust Preferred Securities") of IBC Capital Finance II, IBC Capital Finance III, IBC Capital Finance IV, and Midwest Guaranty Trust I (the "Exchange Offers"), on the terms and subject to the conditions set forth in the Registration Statement.

            In connection with this response IBC is also filing with the Commission Amendment No. 2 to the Registration Statement ("Amendment No. 2"), which reflects the responses set forth below, as appropriate.

            To facilitate the Staff’s review, this letter includes each of the Staff’s comments in bold followed by a response to the Staff’s comments. Capitalized terms used in the following responses without definition have the meanings specified in Amendment No. 2.

Securities and Exchange Commission

Division of Corporation Finance

April 5, 2010

Page 2

Amendment No. 1 to Registration Statement on Form S-4

General

1.         We note your response to comment two in our letter dated February 23, 2010; however, we reissue that part of our comment asking you to revise to disclose the maximum amount offered for each class of subject security.  Currently, you disclose that up to 79,000,000 shares will be issued in exchange for the trust preferred securities issued by IBC Capital Finance III, IBC Capital Finance IV and Mid-Guaranty Trust I and that 101,200,000 shares will be issued for IBC Capital Finance II.  Please revise to clarify that you are conducting four separate exchange offers and disclose the maximum amount offered for IBC Capital Finance III's trust preferred securities, the maximum offered for IBC Capital Finance IV's trust preferred securities, and the maximum amount offered for Mid-Guaranty Trust I's trust preferred securities.  Please also include the maximum amounts on the cover page and in the summary.

            We have made these revisions to Amendment No. 2.  Please see the tables on the cover page and on page 4.  Please also see the revisions on the cover page, "Terms of the Exchange Offers" on page 12, "Terms of the Exchange Offers – General" on page 114, and "Proration" on page 115.

2.         We note your response to comment four in our letter dated February 23, 2010 and your statement that extensions will be "in accordance with Commission's regulations."  Please specifically confirm that if you adjust the pricing formula, the Exchange Value or Early Tender Premium, then the offer will be extended so that at least ten business days remain in the offer.  Refer to Rule 14e-1(b).

            This is to confirm, on behalf of IBC, that if IBC adjusts the pricing formula, the Exchange Value, or the Early Tender Premium Value, then the offer will be extended so that at least ten business days remain in the offer.

3.         We note your response to comment five in our letter dated February 23, 2010.  Please tell us when the Early Tender Premium Value period will expire.  In addition, please revise so that at least ten business days remain in the offer after the expiration of the Early Tender Premium Value period.

            IBC intends to leave the exchange offer open for a period of 20 business days and to have the Early Tender Premium Deadline occur on the 10th business day.  As a result, there will be 10 business days remaining in the offer after the Early Tender Premium Deadline.

Securities and Exchange Commission

Division of Corporation Finance

April 5, 2010

Page 3

            For purposes of Amendment No. 2, we have inserted the following dates into the Registration Statement:

            Commencement Date                                     April 12, 2010

            Early Tender Premium Deadline                     April 23, 2010

            Expiration Date                                               May 7, 2010

            However, we do not intend to commence the Exchange Offers until the Registration Statement has been declared effective.  Therefore, the dates set forth above may change based on the timing of the Staff's review.

4.         We note your response to comment six in our letter dated February 23, 2010.  Because you are conducting four separate offers, revise to clarify that for each offer, acceptance will be pro rata per class.  Please revise to disclose that the partial offers are for "up to all" of each class of trust preferred.

            IBC has complied with the Staff's request.  Please see the response to Staff Comment No. 1 above, including the referenced revisions made to the Registration Statement.

5.         Please provide us with a copy of the draft letter of transmittal for our review with your next amendment.  We may have further comment.

A draft letter of transmittal has been filed as Exhibit 99.1 with Amendment No. 2.

* * * * *

            IBC has advised us that it acknowledges that:

·         the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·         Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·         the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

* * * * *

Securities and Exchange Commission

Division of Corporation Finance

April 5, 2010

Page 4

We appreciate the efforts of the Staff and look forward to resolving the above comments, as IBC would like to be in a position to commence the proposed Exchange Offers as soon as possible.  If you have any questions regarding this letter or Amendment No. 2, please contact me at (616) 336-6851 or Robert Shuster, Chief Financial Officer of IBC, at (616) 527-9450.

Very truly yours,

Varnum LLP

/s/ Kimberly A. Baber

Kimberly A. Baber

c:         Robert N. Shuster

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

 March 19, 2010
  Robert N. Shuster Chief Financial Officer Independent Bank Corporation 230 West Main Street Ionia, MI  48846

Re: Independent Bank Corporation
 Amendment No. 1 to Registra tion Statement on Form S-4
Filed March 12, 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.

Amendment No. 1 to Registration Statement on Form S-4

General

1. We note your response to comment two in  our letter dated February 23, 2010;
however, we reissue that part  of our comment asking you to revise to disclose the
maximum amount offered for each class of  subject security.  Currently, you

Robert N. Shuster
Independent Bank Corporation
March 19, 2010 Page 2
disclose that up to 79,000,000 shares will be issued in exchange for the trust preferred securities issued by IBC Capital Finance III, IBC Capital Finance IV
and Mid-Guaranty Trust I and that 10 1,200,000 shares will be issued for IBC
Capital Finance II.  Please revise to clar ify that you are cond ucting four separate
exchange offers and disclose the ma ximum amount offered for IBC Capital
Finance III’s trust prefer red securities, the maximum offered for IBC Capital
Finance IV’s trust preferred securities, and the maximum amount offered for Mid-Guaranty Trust I’s trust preferred securi ties.  Please also include the maximum
amounts on the cover page and in the summary.
 2. We note your response to comment four in  our letter dated February 23, 2010 and
your statement that extensions will be “in accordance with Commission’s
regulations.”  Please specifically confirm that if you adjust the pricing formula,
the Exchange Value or Early Tender Premium, then the offer will be extended so that at least ten business days remain in  the offer.  Refer to Rule 14e-1(b).
 3. We note your response to comment five in our letter dated February 23, 2010.
Please tell us when the Early Tender Premium Value period will expire.  In addition, please revise so that at least te n business days remain in the offer after
the expiration of the Early Tender Premium Value period.

4. We note your response to comment six in  our letter dated February 23, 2010.
Because you are conducting four separate o ffers, revise to clarify that for each
offer, acceptance will be pro rata per cla ss.  Please revise to disclose that the
partial offers are for “up to all” of each class of trust preferred.

5. Please provide us with a copy of the draft letter of transmittal fo r our review with
your next amendment.  We may have further comment.

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 comments after reviewing your amendmen t and responses to our comments.

Robert N. Shuster
Independent Bank Corporation March 19, 2010 Page 3
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

CORRESP
1
filename1.htm

   ibc-corresp_031210.htm - Generated by SEC Publisher for SEC Filing

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Kimberly A. Baber

Direct: 616 / 336-6851

kababer@varnumlaw.com

March 12, 2010

Filed Via Edgar

Ms. Kathryn McHale

Attorney Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

            Re:      Independent Bank Corporation

                        Registration Statement on Form S-4

                        Filed on January 27, 2010

                        File No. 333-164546

Dear Ms. McHale:

            On behalf of Independent Bank Corporation, a Michigan corporation ("IBC"), we are responding to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in your letter dated February 23, 2010 with respect to the above-referenced registration statement on Form S-4, filed by IBC on January 27, 2010 (the "Registration Statement"), in connection with the proposed offer by IBC to exchange shares of its common stock, par value $1.00 per share ("Common Shares"), for any and all of the $90,100,000 in aggregate liquidation preference of the outstanding trust preferred securities (the "Trust Preferred Securities") of IBC Capital Finance II, IBC Capital Finance III, IBC Capital Finance IV, and Midwest Guaranty Trust I, on the terms and subject to the conditions set forth in the Registration Statement.

            In connection with this response, IBC is also filing with the Commission Amendment No. 1 to the Registration Statement (the "Amendment") which reflects the responses set forth below, as appropriate.

            To facilitate the Staff's review, this letter includes each of the Staff's comments in bold followed by a response to the Staff's comments. Capitalized terms used in the Amendment and used in the following responses without definition have the meanings specified in the Amendment.

Securities and Exchange Commission

Division of Corporation Finance

March 12, 2010

Page 2

Registration Statement on Form S-1 [sic]

General

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

            We intend to file all missing exhibits in our next amendment to the Registration Statement. (We confirmed this intent via a telephone call with your office.) On behalf of IBC, we acknowledge all missing exhibits must be filed prior to the Registration Statement being declared effective.

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 security, please revise the cover page table to state the minimum and maximum amount of securities that potentially may be purchased from each such class.

            We do believe the four issuances of Trust Preferred Securities described in the Registration Statement constitute separate classes of securities; however, we do not necessarily believe the exchange offers with respect to the Trust Preferred Securities issued by IBC Capital Finance III, IBC Capital Finance IV, or Midwest Guaranty Trust I constitute "tender offers" for purposes of Regulation 14E.  Nonetheless, we have added a disclosure following the cover page table to state the minimum and maximum amount of securities that potentially may be purchased from each of the four classes.   We have not added this information directly to the cover page table itself because we believe doing so will make it more difficult to understand the information in the table, without a resulting benefit to holders of Trust Preferred Securities.  This is because of the high likelihood that IBC will be able to accept all Trust Preferred Securities tendered for exchange and the resulting low importance to holders of the information regarding minimum and maximum amounts that could be accepted.

            We do not believe Rule 13e-4 is applicable to the exchange offer for any of the four classes.  See our response to Staff Comment 3 below.

3.         Please confirm that you will file a Schedule 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.

Securities and Exchange Commission

Division of Corporation Finance

March 12, 2010

Page 3

            IBC does not intend to file a Schedule TO-I in connection with the exchange offers because we believe Rule 13e-4 is not applicable to the exchange offers as the Trust Preferred Securities are not "equity securities" within the meaning of Rule 13e-4.

            The Trust Preferred Securities represent, for all substantive purposes, a pass-through of the economics of the junior subordinated debt instrument issued by IBC to each of the applicable trusts.  Each class of the Trust Preferred Securities was created when IBC deposited a single series of its junior subordinated debt into the applicable trust.  Each such trust then issued its preferred instruments to investors.  The debt instrument issued by IBC to each trust represents the trust's only asset.  The trust does not also invest in or hold debt or other instruments issued by third parties.  As a result, the Trust Preferred Securities represent, for all substantive purposes, merely a pass-through of the economics of the junior subordinated debt issued by IBC to the trust.  In fact, IBC has the right at any time, subject to regulatory approval, to dissolve the trust and distribute the underlying junior subordinated debt to holders of the Trust Preferred Securities in exchange for, and resulting in the cancellation of, the Trust Preferred Securities.  The holders of the Trust Preferred Securities have no discretion or ability to block this exchange and receive no other compensation or consideration upon its occurrence.  The holders of the Trust Preferred Securities are looking only to the credit of IBC when making an investment decision.  The Trust Preferred Securities are not convertible in any way into common or preferred stock of IBC.

The Staff has taken the position that preferred securities issued by a trust that represent an interest in debt issued by a single obligor qualify as debt securities for purposes of the Trust Indenture Act.  See SEC Division of Corporation Finance, Compliance and Disclosure Interpretations: Trust Indenture Act of 1939 (#101.04) (March 30, 2007) (Staff distinguishes between traditional preferred stock, which are not considered to be debt securities, and traditional trust preferred securities).  Each of the four IBC trust subsidiaries are qualified under the Trust Indenture Act.  In addition, the Staff has taken the position that, for purposes of determining the eligibility of an issuer to use Form S-3, trust preferred securities similar to the Trust Preferred Securities should be treated as indebtedness of the registrant.  See SEC Division of Corporation Finance, Compliance and Disclosure Interpretations:  Securities Act Forms (#215.10) (April 24, 2009).  (That interpretation was given despite the fact that the trust preferred securities at issue were convertible into the registrant's common stock.)

            Moreover, the Trust Preferred Securities are treated as debt for other purposes as well.  The Trust Preferred Securities are treated as debt securities and not equity for regulatory accounting purposes, for tax purposes, and pursuant to generally accepted accounting principles (GAAP).

            We are unaware of any position by the Staff that would treat traditional trust preferred securities as equity securities for purposes of Rule 13e-4.

Securities and Exchange Commission

Division of Corporation Finance

March 12, 2010

Page 4

            For the forgoing reasons, the Trust Preferred Securities should appropriately be treated as debt and not equity securities for purposes of Rule 13e-4.

4.         We note that you intend to determine the final exchange ratio on the Expiration Date of the offer.  Please revise to describe 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 confirm, 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.

            Pricing Mechanism

            The Registration Statement incorrectly reflected IBC's intent with respect to the determination and announcement of the final exchange ratios. In fact, IBC intends to determine and announce the final exchange ratios by 9:00 a.m. Eastern Time on the trading day immediately preceding the Effective Date.  As a result, holders of Trust Preferred Securities will be informed of the final exchange ratios prior to the Expiration Date.  The Exchange Offers (and the right to withdraw tendered Trust Preferred Securities) will remain open until 11:59 p.m. Eastern Time on the Expiration Date.  We have revised the relevant disclosures in the Amendment to reflect this procedure.

            This pricing mechanism is the so-called "day 18" pricing mechanism, which means the determination of the final exchange ratio will be based on the arithmetic average of the per share volume weighted average price of IBC's Common Shares for each trading day during a five consecutive trading day period that will end on and include the second trading day preceding the expiration date of the Exchange Offer.  This pricing mechanism is consistent with the terms of similar transactions that were the subject of no-action relief granted by the Staff with respect to Rule 14e-1(b). See TXU Corporation, SEC No-Action Letter, 2004 SEC No-Act. LEXIS 734 (Sept. 13, 2004); and Lazard Frères & Co., SEC No-Action Letter, 1995 WL 476257 (Aug 11, 1995).

            We believe the correction of the error in the Registration Statement regarding the determination and announcement of the final exchange ratios is responsive to your comment.  As revised, we believe the pricing mechanism to be used in the exchange offers complies with Rule 14e-1(b).

Securities and Exchange Commission

Division of Corporation Finance

March 12, 2010

Page 5

            Determination of Exchange Values

            Each Exchange Value, which represents the dollar value of the consideration (the Common Shares) to be issued by IBC in exchange for each tendered Trust Preferred Security, will be a fixed amount established by IBC prior to the commencement of the exchange offers as the amount IBC is willing to offer in exchange for the tendered Trust Preferred Security.  We have added information regarding the determination of these fixed Exchange Values to the Amendment.  Please see page 4.

            Adjustments After Determination of Exchange Ratios

            IBC will not adjust the pricing formula, the Exchange Values, or the Early Tender Premium Values after the exchange ratios have been fixed (unless the exchange offers are revised, in which case the offer period will be extended in accordance with the Commission's regulations).

            Extensions of Exchange Offer

            The Amendment has been revised to address your concern about the effect of an extension on the Pricing Period and Pricing Date.

5.         We note that you will provide an Early Tender Premium Value.  Please revise to further describe how these amounts will be calculated.  Please advise us as to how you are complying with the best price requirement in Rule 13e-4(f)(8)(ii).  In addition, please advise as to how you are 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.

            Each Early Tender Premium Value will be a fixed amount established by IBC as the additional amount (premium) IBC is willing to offer in exchange for each tendered Trust Preferred Security tendered by the Early Tender Premium Deadline.  We have added information regarding the determination of the fixed Early Tender Premium Value to the Amendment.  Please see page 4.

As noted in response to Staff Comment No. 3 above, because we believe the exchange offers are not subject to Rule 13e-4, the best price requirement of Rule 13e-4(f)(8)(ii) is not applicable.

Securities and Exchange Commission

Division of Corporation Finance

March 12, 2010

Page 6

Rule 14e-1(b) under the Exchange Act requires a tender offer to remain open for at least 10 business days after the bidder announces a change in the consideration offered.  The consideration offered for each Trust Preferred Security tendered in the exchange offers is a fixed dollar value, payable in Common Shares.  The consideration offered will be specified and fixed at the commencement of the exchange offers, as will be the formula for valuing the Common Shares for purposes of determining the number of Common Shares to be issued.  We do not believe the announcement of the final exchange ratios constitutes a change in the consideration offered within the meaning of Rule 14e-1(b).

The Early Tender Premium Value will be paid at the same the Exchange Value is paid, promptly after the Expiration Date. We have clarified this in the Amendment. Please see page 12.

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 offer.  We note that you state that the offer is for "any and all" of the Trust Preferred 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 pro 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.

            IBC has complied with the Staff's request by (a) clarifying that the offer is for any and all of each class of the Trust Preferred Securities, subject to proration as described in the Amendment, and (b) adding information regarding the proration mechanism.  Please see page 111.

Forward-Looking Statements, page 2

7.         Move this section to somewhere after the Risk Factors section.

            IBC has complied with the Staff's request by moving the "Forward Looking Statements" section to page 26 of the Amendment.

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.

Securities and Exchange Commission

Division of Corporation Finance

March 12, 2010

Page 7

            IBC has complied with the Staff's request by revising its disclosure throughout the Amendment to reflect the fact that the conditions regarding shareholder approval have been satisfied.

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

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

Mail Stop 4720         December 17, 2009  Michael M. Magee President and Chief Executive Officer Independent Bank Corporation 230 West Main Street, P.O. Box 491 Ionia, Michigan 48846
Re: Independent Bank Corporation  Preliminary Proxy Statement on Schedule 14A
Filed November 2, 2009
 File No. 000-07818

Dear Mr. Magee:

We have completed our review of your  Preliminary Proxy Statement on Schedule
14A and related filings and have no further comments at this time.

Sincerely,

Kathryn McHale Staff Attorney
 CC: By Fax: (616) 336-7000
Seth Ashby Kim Baber
 Varnum LLP

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January 27, 2010

Via Edgar and Facsimile (703-813-6983)

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4561

            Re:      Independent Bank Corporation

                        Registration Statement on Form S-4

                        Filed January 26, 2010

                        File No. 000-07818

Ladies and Gentlemen:

            This letter is being transmitted concurrently with the filing of a registration statement on Form S‑4 (the "Registration Statement") by Independent Bank Corporation (the "Corporation").  The purpose of the Registration Statement is to register shares of the Corporation's common stock in connection with the Corporation's planned offers to exchange such common stock for outstanding trust preferred securities issued by four of its trust subsidiaries.  The purpose of this letter is to explain various aspects of the proposed exchange offers and the Corporation's intent with respect to the registration of the shares of common stock.

            First, the Corporation does not currently intend to commence the exchange offers until the audit of its 2009 financial statements has been completed, which the Corporation currently expects to occur at the end of February.  At that time, the Corporation intends to file an amendment to the Registration Statement in which it will update the financial statements included within the Registration Statement to include 2009 financials, in accordance with Regulation S-X.

Second, the Corporation has omitted pricing information from the Registration Statement (i.e., the "Exchange Values" and the "Early Tender Premium Values" to be offered to holders of the trust preferred securities) because the Corporation has not yet determined these terms of the exchange offers.  All information in the Registration Statement dependent on pricing, including the tables set forth under "Unaudited Pro Forma Financial Information," has similarly been omitted for this reason.  The Corporation indicated a range of potential pricing in its definitive proxy statement filed with the Securities and Exchange Commission on December 18, 2009, which proxy statement also included pro forma financial information.  The Corporation believes any inclusion of pricing information in the Registration Statement, even within the range specified in the proxy statement and even with appropriate disclaimers, is unnecessary and inappropriate until these pricing terms have been determined.

January 27, 2010

Page 2

            Third, by this letter, the Corporation confirms that, upon commencing the exchange offers, the exchange offers will remain open for a minimum period of 20 business days.

            Finally, the number of shares of common stock being registered exceeds the number of shares of common stock the Corporation is currently authorized to issue.  A special meeting of the Corporation's shareholders is scheduled for Friday, January 29, 2010.  One of the proposals submitted to the shareholders at such special meeting is a proposed amendment to the Corporation's Restated Articles of Incorporation to increase the number of shares of common stock the Corporation is authorized to issue.  The commencement of the exchange offers described in the Registration Statement is subject to shareholder approval of such proposal.

            If you have any questions regarding the substance of this letter or the Registration Statement, please contact me or our legal counsel, Kimberly Baber, at 616-336-6851.

Very truly yours,

Independent Bank Corporation

/s/ Robert N. Shuster

Robert N. Shuster

Executive Vice President and

Chief Financial Officer

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December 17, 2009

Filed Via Edgar

Ms. Kathryn McHale

Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

             Re:

   Independent Bank Corporation

   Preliminary Revised Proxy Statement on Schedule 14A

   Filed December 10, 2009

   File No. 000-07818

Dear Ms. McHale:

       This letter is provided by Independent Bank Corporation, a Michigan corporation (the "Company"), in response to the Staff's comment letter dated December 11, 2009 with respect to the Company's Preliminary Proxy Statement filed in connection with a planned 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.

General

1.

     Please be sure to include page numbers in future filings.

        This error has been corrected. All future filings will include page numbers.

No. of Shares to be Issued in Transactions Under Consideration High Range Alternative

     2.
     We note that footnote 4 to this table "assumes that Treasury will agree to exchange all CPP Preferred Shares (with an aggregate liquidation preference of $72 million) for common stock with a value equal to the $72 liquidation value." Please correct this error to reflect the "$72 million" liquidation value.

              We have corrected this error.

December 17, 2009

Page 2

Appendix A: Pro Forma Financial Information

     3.

We note that your pro forma financial information reflects a "High Range Alternative -With Discount (75% TP Exchange and 100% CPP Exchange at 25% discount to par"; however, your disclosure states that you have only engaged in preliminary discussions with the Treasury and have not received any indication of Treasury's willingness to exchange the preferred shares at a discount. It does not appear the assumption underlying these pro formas is factually supportable. Please remove the discount or explain to the staff why this assumption complies with Article 11 of Regulation S X.

         We have revised the pro forma financial information included as Appendix A to remove any pro forma financial information reflecting the occurrence of the CPP Exchange Offer at a discount.

* * * * *

           In addition, we have made additional revisions to the Proxy Statement in order to maintain flexibility in the future to increase exchange ratios for the Institutional TP Exchange Offer and the Retail TP Exchange Offer. The Company currently has no intention to increase the applicable exchange ratios, but wants to maintain flexibility going forward.

            Enclosed with this letter are the specific blacklined pages of the revised preliminary Proxy Statement showing the changes made, as described in this letter and as otherwise necessary to update information in the Proxy Statement.

            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

     No. of Shares to be Issued in Transactions Under Consideration

     Low Range Alternative (25% Participation in Exchange Offers,

     No CPP Exchange and $50 Million Cash Offering)

     (Based on Assumptions in Footnotes to Table)

     Institutional TP

     Retail TP Exchange

     CPP Preferred
     Cash
     % of Total

     Relevant Price (1)
     Exchange Offer (2)
     Offer
     (3
     )
     Exchange Offer (4)
     Offering (5)
     Outstanding (6)

     $
     1.00
     7,9009,875,000

     10,12012,650,000

     0
     51,429,747
     74.29%75.48%

     $
     0.95
     8,315,79010,394,737

     10,652,63213,315,790

     0
     54,136,576
     75.26%76.41%

     $
     0.90
     8,777,77810,972,223

     11,244,44514,055,556

     0
     57,144,164
     76.25%77.37%

     $
     0.85
     9,294,11811,617,648

     11,905,88314,882,353

     0
     60,505,585
     77.27%78.36%

     $
     0.80
     9,875,00012,343,750

     12,650,00015,812,500

     0
     64,287,184
     78.32%79.37%

     $
     0.75
     10,533,33413,166,667

     13,493,33416,866,667

     0
     68,572,996
     79.40%80.41%

     $
     0.70
     11,285,71514,107,143

     14,457,14318,071,429

     0
     73,471,068
     80.50%81.47%

     $
     0.65
     12,153,84715,192,308

     15,569,23119,461,539

     0
     79,122,688
     81.64%82.56%

     $
     0.60
     13,166,66716,458,334

     16,866,66721,083,334

     0
     85,716,245
     82.81%83.69%

     (1)
     Relevant Price is the price per share of our common stock used to determine the number of shares that would be issued in exchange for the tendered trust preferred securities and the CPP Preferred Shares. The actual price used in the exchange offers for the trust preferred securities is proposed to be the mathematical average of the volume weighted average price of common shares for the five consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the applicable exchange offer.

     The actual price used in any exchange of common stock for the CPP Preferred Shares will be as negotiated with Treasury, but is likely to be based on the market value our common stock. The actual price used in any Cash Offering in which we offer to sell shares of our common stock to the public is likely to be at some discount to the market value of our common stock. For purposes of the table above, we have assumed the Cash Offering would be conducted at a price equal to 97.22% of the market value of our common stock. The table contains only an estimated range of potential values for our common shares. The closing price of our common shares on the Nasdaq Global Select Market on December 78, 2009, was $0.7370 per share.

     (2)
     Assumes that 25% of the outstanding Institutional Trust Preferred Securities will be tendered for exchange and that for each $1,000 liquidation amount of Institutional Trust Preferred Securities tendered, a holder would receive common stock with a value equal to $8001,000, which is equal to 80100% of the $1,000 liquidation amount.

     (3)
     Assumes that 25% of the outstanding Retail Trust Preferred Securities will be tendered for exchange and that for each $25 liquidation amount of Retail Trust Preferred Securities tendered, a holder would receive common stock with a value equal to $2025, which is equal to 80100% of the $25 liquidation amount.

     (4)
     Assumes that Treasury will not agree to exchange any CPP Preferred Shares for common stock.

     (5)
     Assumes we raise aggregate gross proceeds of $50 million.

     (6)
     Assumes the number of shares of common stock outstanding excluding shares to be issued in these transactions would be 24,029,125 (the number of shares of IBC common stock outstanding on October 30December 10, 2009).

     No. of Shares to be Issued in Transactions Under Consideration

     High Range Alternative (75% Participation in Exchange Offers,

     100% Participation in CPP Exchange Offer and $150 Million Cash Offering)

     (Based on Assumptions in Footnotes to Table)

     Institutional TP

     Retail TP Exchange

     CPP Preferred

     Cash
     % of Total

     Relevant Price (1)

     Exchange Offer (2)

     Offer (3)

     Exchange Offer (4)

     Offering (5)
     Outstanding (6)

     $
     1.00

     23,70029,625,000

     30,36037,950,000

     72,000,000

     154,289,241
     92.11
     %44%

     $
     0.95

     24,947,36931,184,211

     31,957,89539,947,369

     75,789,474

     162,409,728
     92.47
     %79%

     $
     0.90

     26,333,33432,916,667

     33,733,33442,166,667

     80,000,000

     171,432,490
     92.84%93.15%

     $
     0.85

     27,882,35334,852,942

     35,717,64844,647,059

     84,705,883

     181,516,754
     93.21
     %50%

     $
     0.80

     29,625,00037,031,250

     37,950,00047,437,500

     90,000,000

     192,861,552
     93.58
     %86%

     $
     0.75

     31,60039,500,000

     40,48050,600,000

     96,000,000

     205,718,988
     93.96%94.22%

     $
     0.70

     33,857,14342,321,429

     43,371,42954,214,286

     102,857,143

     220,413,202
     94.34
     %59%

     $
     0.65

     36,461,53945,576,924

     46,707,69358,384,616

     110,769,231

     237,368,063
     94.72
     %95%

     $
     0.60

     39,50049,375,000

     50,60063,250,000

     120,000,000

     257,148,735
     95.11
     %32%

     (1)
     Relevant Price is the price per share of our common stock used to determine the number of shares that would be issued in exchange for the tendered trust preferred securities and the CPP Preferred Shares. The actual price used in the exchange offers for the trust preferred securities is proposed to be the mathematical average of the volume weighted average price of common shares for the five consecutive trading days ending on and including the second trading day immediately preceding the expiration date of the applicable exchange offer.

     The actual price used in any exchange of common stock for the CPP Preferred Shares will be as negotiated with Treasury, but is likely to be based on the market value our common stock. The actual price used in any Cash Offering in which we offer to sell shares of our common stock to the public is likely to be at some discount to the market value of our common stock. For purposes of the table above, we have assumed the Cash Offering would be conducted at a price equal to 97.22% of the market value of our common stock. The table contains only an estimated range of potential values for our common shares. The closing price of our common shares on the Nasdaq Global Select Market on December 78, 2009, was $0.7370 per share.

     (2)
     Assumes that 75% of the outstanding Institutional Trust Preferred Securities will be tendered for exchange and that for each $1,000 liquidation amount of Institutional Trust Preferred Securities tendered, a holder would receive common stock with a value equal to $8001,000, which is equal to 80100% of the $1,000 liquidation amount.

     (3)
     Assumes that 75% of the outstanding Retail Trust Preferred Securities will be tendered for exchange and that for each $25 liquidation amount of Retail Trust Preferred Securities tendered, a holder would receive common stock with a value equal to $2025, which is equal to 80100% of the $25 liquidation amount.

     (4)
     Assumes that Treasury will agree to exchange all CPP Preferred Shares (with an aggregate liquidation preference of $72 million) for common stock with a value equal to the $72 million liquidation value.

     (5)
     Assumes we raise aggregate gross proceeds of $150 million.

     (6)
     Assumes the number of shares of common stock outstanding excluding shares to be issued in these transactions would be 24,029,125 (the number of shares of IBC common stock outstanding on October 30December 10, 2009).

_________________________________

     Based on the assumptions described in the footnotes to the tables above, upon completion of the Institutional TP Exchange Offer, the Retail TP Exchange Offer, the CPP Exchange Offer, and the Cash Offering (if all of such transactions are pursued and completed), our existing shareholders would own between only 4.8968% and 25.7124.52% of our outstanding common stock. However, we have reserved the right to issue an even greater number of shares of our common stock (i.e., in the event one or more of the assumptions in the tables set forth above prove not to be true). We have reserved the right to issue up to 63.279 million shares of common stock in the Institutional TP Exchange Offer and up to 144 million shares of common stock in the CPP Exchange Offer. In addition, we expect the maximum number of shares we may issue in the Retail TP Exchange Offer to be 80.96101.2 million. Using these maximum numbers and the highest number of shares shown in the tables above for the Cash Offering, our current shareholders may end up owning only approximately 4.223.97% of our outstanding common stock.

     In addition, the initiatives under consideration and referenced above or through other means, including the exchange offers for the trust preferred securities and the CPP Preferred Shares, may trigger an ownership change that would negatively affect our ability to utilize net operating loss and capital loss carryforwards and other deferred tax assets in the future. As a result, we may suffer higher-than-anticipated tax expense, and consequently lower net income and cash flow, in those future years. As of December 31, 2008, we had a domestic federal net operating loss carryforwards of approximately $36.2 .8 million, and such amounts may grow significantly prior to the expiration of the capital raising initiatives described in this proxy statement. Companies are subject to a change of ownership test under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), that, if met, would limit the annual utilization of thetax losses and credits carrying forward from pre-change of ownership carryforwardperiods, as well as the ability to use certain unrealized built-in losses. This change of ownership test

9

will be met if, for example, a sufficient number of the holders of the trust preferred securities exchange such securities for our common shares and Treasury exchanges its CPP Preferred Shares for our common shares.. We believe it is likelypossible that thethis test willcould be met if there is substantial participation in the exchange offers or if other capital raising initiatives under consideration and referenced above or through other means are consummated. Generally, under Section 382, the yearly limitation on our ability to utilize such deductions will be equal to the product of the applicable long-term tax exempt rate (presently %)4.16%) and the sum of the values of our common shares and of our outstanding CPP Preferred Shares, immediately before the ownership change. OurIn addition to limits on the use of net operating loss carryforwards, our ability to utilize deductions related to creditbad debts and other losses during thefor up to a five-year period following such an ownership change would also be limited under Section 382, together with net operating loss carryforwards, to the extent that such deductions reflect a net loss that was "built-in" to our assets immediately prior to the ownership change. Similar rules under Section 383 of the Code will also limit utilization of ourany capital loss and tax credit carryforwards. These The amount of these carryforwards amounted to approximately $36.2 millionwas not material at December 31, 2008, and such amountbut may grow significantly prior to the expiration of the offers.

The Retail TP Exchange Offer

     Both the Institutional TP Exchange Offer and the CPP Exchange Offer are discussed in further detail below under Proposal 3 below. The following is a brief description of the Retail TP Exchange Offer.

     Purpose of the Retail TP Exchange Offer. As described above, we believe th

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   ibc-corresp_121009.htm - Generated by SEC Publisher for SEC Filing

December 10, 2009

Filed Via Edgar

Ms. Kathryn McHale

Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

            Re:      Independent Bank Corporation

                        Preliminary Revised Proxy Statement on Schedule 14A

                        Filed November 25, 2009

                        File No. 000-07818

Dear Ms. McHale:

            This letter is provided by Independent Bank Corporation, a Michigan corporation (the "Company"), in response to the Staff's comment letter dated December 4, 2009 with respect to the Company's Preliminary Proxy Statement filed in connection with a planned 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.

The Retail TP Exchange Offer, page 9

1.         Please disclose the number of common stock that would be issued if 100% of the trust preferred securities of IBC Capitol Finance II are exchanged for Independent Bank Corporation's common stock as of the most recent practicable date.

            We have added a paragraph on page 9 of the Proxy Statement to include this information.  It is also disclosed on page 8 of the Proxy Statement.

Terms of Proposed Exchange Offer for CPP Preferred Shares, page 19

2.         We note your disclosure on page 19 that you intend to issue common stock to the Treasury at a discount to the liquidation amount of the preferred CPP shares.  Please disclose what indications you have received from Treasury that you may be able to exchange the preferred shares at a discount.  Additionally, we note that the assumptions included in your pro forma disclosure assume this discount; please revise to reflect the impact if you do not receive the discount or include your justification for the assumption.

Ms. Kathryn McHale

December 10, 2009

Page 2

            We have revised the disclosure on page 19 to further clarify that we are only in preliminary discussions with the Treasury regarding the proposed CPP Exchange Offer and that we have not received any indication as to the Treasury's willingness to exchange any CPP Preferred Shares for shares of our common stock or the pricing or other terms upon which it would participate in any such exchange.

            In addition, we have revised the pro forma financial information included at Appendix A to the Proxy Statement in response to this comment.  We have added another set of pro forma financials to reflect the impact of an exchange of shares of the Company's common stock with a value equal to 100% of the liquidation value of the CPP Preferred Shares held by the Treasury (i.e., without a discount).  We have also retained the pro forma financials that reflect the impact of an exchange of shares of our common stock with a value equal to 75% of the liquidation value of the CPP Preferred Shares because this is the price the Company intends to offer in the Retail TP Exchange Offer and the Institutional TP Exchange Offer, and the CPP Preferred Shares are junior in priority to those trust preferred securities.

Pro Forma Financial Information, page A-1

3.         We note that your presented pro forma financial information gives effect to proceeds received from a public offering of shares of your common stock.   Please tell us how you determined the cash offering transaction to be probable and that it was appropriate to include cash proceeds from this transaction in the pro forma financial statements, considering the guidance in Article 11 of Regulation S‑X and taking into consideration your statement at the bottom of each pro forma financial statement that the inclusion of the Capital Transactions is not indicative that such transactions are likely to occur.

            We have revised the pro forma financial information included at Appendix A to the Proxy Statement to remove the impact of the Cash Offering.  In addition, we have added a disclosure to the lead-in narrative to such financial information regarding the possibility of the Cash Offering and the fact that it is not included in the pro forma financial information.

* * * * *

            Enclosed with this letter is a revised version of the preliminary Proxy Statement as well as a blacklined version showing the changes made in response to this letter and as otherwise necessary to update information in the Proxy Statement.

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.

Ms. Kathryn McHale

December 10, 2009

Page 3

            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

3099698\1

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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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

Mail Stop 4720
November 23, 2009

By U.S. Mail and facsimile to (616) 527-5833
Mr. Robert N. Shuster Executive Vice President and Chief Financial Officer  Independent Bank Corporation 230 W. Main St. P.O. Box 491  Ionia, Michigan 48846
Re: Independent Bank Corporation
  Form 10-K for the Fiscal Year December 31, 2008
  File No. 000-07818

Dear Mr. Shuster:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,          A m i t  P a n d e         Accounting Branch Accountant

CORRESP
1
filename1.htm

Independent Bank Corporation 9/16/09 correspondence

Filed Via Edgar

September 16, 2009

United States Securities
and Exchange Commission (“SEC”)
Attn. Amit Pande
Accounting Branch Chief

Washington, DC 20549

Re:
Independent
Bank Corporation (“IBC” or the “Company”)

Form 10-K for the Fiscal Year Ended December 31, 2008 (the “10-K”)

Form 10-Q for the Fiscal Quarter Ended March 31, 2009 (the “1Q 2009 10-Q”)

Form 10-Q for the Fiscal Quarter Ended June 30, 2009 (the “2Q 2009 10-Q”)

File No. 000-07818

Dear Mr. Pande,

The following is the response of IBC
to your review letter dated August 19, 2009 (the “Review Letter”) with respect
to the filings 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, 2008

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations,
page 10

          1.

          We refer to Note 25, Operating Segments on page 80 that shows the Mepco
          segment has pre-tax net income  of $17.3 million in 2008
          compared to a net loss of $96.8 million of the IB segment. Considering the
           impact of Mepco’s operations on consolidated
          operating results, please revise this section in future
          filings to provide a discussion of the reasons for the major changes in
          operating results of both  reportable segments. Refer to
          Item 303(a) of Regulation S-K. Consider including a discussion of the
           following:

•
The
effects of any intersegment transactions and of corporate allocations of general expenses
and taxes to each reportable segment.

•
The
effects of the sale in 2007 of Mepco’s insurance premium finance business.

United States Securities and Exchange Commission

Response to Letter Dated August 19, 2009

September 16, 2009

•
Based
on your disclosure on page 23 that the failure of one of Mepco’s counterparties
could expose the Company to significant losses, please revise the
last paragraph on page 22 to disclose in greater detail the
methodology used by Mepco to establish and monitor counterparty credit limits in order to
manage their collateral exposure.

RESPONSE

Future filings will include the
disclosures requested above in the Review Letter.

Critical Accounting Policies,
page 48

2.
We
refer to the statement that you believe your assumptions and judgments in assessingother-than-temporary
impairments are “reasonable and conform to industry practices.” Please tell us
andrevise future filings to discuss the significant assumptions and judgments used to
determine impairmentsto investment securities whose fair value is based on mathematical
models, such as matrix pricing ordiscounted cash flow analysis.

RESPONSE

Future filings will include the
following additional disclosures (see underlined text) in the accounting for investment
securities section of critical accounting policies:

“We believe that our assumptions
and judgments in assessing other than temporary impairment for our investment securities
are reasonable and conform to general industry practices. Prices for investment
securities are largely provided by a pricing service. These prices consider benchmark
yields, reported trades, broker / dealer quotes and issuer spreads. Furthermore, prices
for mortgage securities consider: TBA prices, monthly payment information and collateral
performance. As of <Date>, the pricing service did not provide fair values for
securities with a fair value of $<number> million. Management estimated the fair
value of these securities using similar techniques including: observed prices, benchmark
yields, dealer bids and TBA pricing. These estimates are subject to change and the
resulting level 3 valued securities may be volatile as a result.”

Financial Statements for
the period ended December 31, 2008

Note 4, Securities, page 50

          3.

          We note that gross unrealized losses related to mortgage-backed securities
          were $6.8 million or 71% of  total unrealized losses with
          duration of 12 months or more which you attribute to credit spread
           widening. Please tell us and discuss in future filings
          include the following information:

2

United States Securities and Exchange Commission

Response to Letter Dated August 19, 2009

September 16, 2009

•
Discuss
how you factored into your analysis for determining other-than-temporary impairments the
effects of the financial market illiquidity on the determination of
the fair value of your private label mortgage-backed securities.

•
Disclose
the extent to which these mortgage-backed securities are collateralized by high-risk
mortgage loans, such as sub-prime, Alt-A, Option ARM or interest
only loans with collateral located in geographical areas with high
default rates. Refer to Note 12 on page 21 of your June 30, 2009 10-Q
that states underlying loans with certain Level 3 private label and mortgage-backed securities
were Jumbo loans, Alt-A loans and manufactured housing loans.

•
Explain
what you mean by the statement that you have “satisfactory relationships” between
non-performing assets and the subordination levels of each security.
Disclose any major investments in high-risk subordination levels,
such as mezzanine or interest only tranches.

•
Clarify
your statement that you continue to receive principal reductions to disclose how you
consider the receipt or non-receipt of interest cash-flows in your
other-than-temporary impairment analysis.

RESPONSE

Future filings will include the
following additional disclosures (see underlined text) in the footnote for investment
securities:

“Mortgage-backed and other asset
backed securities — at December 31, 2008 we had 45 securities whose fair market value
is less than amortized cost. Unrealized losses on agency mortgage-backed securities are
minimal (only $62,000 in gross unrealized losses). These securities include both agency
and private label mortgage-backed securities. Therefore, the majority of unrealized losses
in this portfolio are attributed to private label mortgage and asset-backed securities.
Pricing metrics in these markets have been under pressure for some time. Market prices
have suffered from wider credit spreads as well as increased liquidity premiums. Prices
deteriorated further in late 2008 as the U.S. Treasury shifted the focus of TARP activity
from purchasing troubled mortgage assets to capital injections in financial institutions.
The unrealized losses are largely attributable to credit spread widening on these
securities. The underlying loans within these securities include Jumbo (59%), Alt A (24%)
and manufactured housing (17%). All of the private label mortgage-backed transactions have
geographic concentrations in California, ranging from 25% to 60% of the collateral pool.
Typical exposure levels to California (median exposure is 43%) are consistent with overall
market collateral characteristics. Six transactions have modest exposure to Florida,
ranging from 5% to 11%, and one transaction has modest exposure to Arizona (5%). The
underlying collateral pools do not have meaningful exposure to Nevada, Michigan or Ohio.
The majority of transactions are backed by fully amortizing loans. However, seven
transactions have concentrations in interest only loans ranging from 31% to 94%. The
structure of the mortgage and asset-backed securities portfolio provides protection to
credit losses. The portfolio primarily consists of senior securities as demonstrated by
the following: super senior (5%), senior (74%), senior support (11%) and mezzanine (10%).
The mezzanine classes are from seasoned transactions (54 to 83 months) with significant
levels of subordination (8% to 18%). All of these securities are receiving principal and
interest payments. Most of these transactions are pass-through structures, receiving pro
rata principal and interest payments from a dedicated collateral pool.

3

United States Securities and Exchange Commission

Response to Letter Dated August 19, 2009

September 16, 2009

Each private label mortgage and
asset-backed security has sufficient credit enhancement via subordination to assure full
realization of book value. This assertion is based on a transaction level review of the
portfolio. Individual security reviews include: external credit ratings, forecasted
weighted average life, recent prepayment speeds, underwriting characteristics of the
underlying collateral, the structure of the securitization and the credit performance of
the underlying collateral. The review of underwriting characteristics considers: average
loan size, type of loan (fixed or ARM), vintage, rate, FICO, loan-to-value, scheduled
amortization, occupancy, purpose, geographic mix and loan documentation. The review of the
securitization structure focuses on the priority of cash flows to the bond, the priority
of the bond relative to the realization of credit losses and the level of subordination
available to absorb credit losses. The review of credit performance includes: current
period as well as cumulative realized losses; the level of severe payment problems, which
includes other real estate (ORE), foreclosures, bankruptcy and 90 day delinquencies; and
the level of less severe payment problems, which consists of 30 and 60 day delinquencies.
While the levels of identified payment problems continue to escalate in certain
securities, the amount of subordination protection remains adequate. Further, we continue
to receive principal and interest payments. One bond experienced a significant rating
downgrade during the last quarter of 2008. A cash flow analysis was prepared for this
investment. This analysis was based on projections for voluntary prepayments, defaults and
loss severity. The analysis indicates full realization of book value. All of the other
issues are rated by a major rating agency as investment grade.

The Company’s portfolio of
available-for-sale securities is reviewed quarterly for impairment in value. In performing
this review management considers (1) the length of time and extent that fair value has
been less than cost, (2) the financial condition and near term prospects of the issuer,
(3) the impact of changes in market interest rates on the market value of the security and
(4) the FSP requires an entity to assess whether it intends to sell, or it is more likely
than not that it will be required to sell a security in an unrealized loss position before
recovery of its amortized cost basis. If either of these criteria is met, the entire
difference between amortized cost and fair value is recognized in earnings.

For securities that do not meet
the aforementioned criteria, the amount of impairment recognized in earnings is limited to
the amount related to credit losses, while impairment related to other factors is
recognized in other comprehensive income.

4

United States Securities and Exchange Commission

Response to Letter Dated August 19, 2009

September 16, 2009

In addition, in future filings we
intend to break out agency mortgage backed securities from private label mortgage backed
and asset backed securities. An example of such a tabular break out is as follows (using
data as of December 31, 2008 and June 30, 2009):

     As of December 31, 2008
     As of June 30, 2009

     Fair Value
     Unrealized Gain
(Loss)
     Fair Value
     Unrealized Gain
(Loss)

     Agency MBS
     $  48,029

     $     653

     $  54,328

     $     889

     Private label MBS and ABS

       Jumbo
       26,139

       (9,349
        )
       25,942

       (5,411
        )

       Alt-A
       10,748

       (2,685
        )
       10,670

       (1,604
        )

       Mobile Home
       7,421

       (855
        )
       7,731

       238

          4.

          We note that the Company had investments in trust preferred securities
          with gross unrealized losses of  $2.8 million or 29% of
          total unrealized losses with duration of twelve months or more. Please tell us
           and revise this section in future filings to include the
          following information:

•
Describe
in greater detail the credit characteristics of the securities, including whether they
are pooled or single issue securities, the tranche held and their
ability to absorb credit losses, the level of subordination and the
collateralization remaining on the security.

•
Considering
the significant unrealized losses related to these securities and the $200,000 other-than-temporary
impairment on one of the securities, tell us and revise future filings to describe
the methodology you used and the analysis you performed on pooled and single issue trust
preferred securities as of December 31, 2008 to determine they were not other-than-temporarily
impaired.

•
Discuss
if the same methodology was used to evaluate for impairments the six investment grade
securities and the two non-rated securities with a fair value less
than amortized cost.

RESPONSE

Future filings will include the
following additional disclosures (see underlined text) in the footnote for investment
securities:

“Trust preferred securities
— at December 31, 2008 we had eight securities whose fair market value is less than
amortized cost. All of our trust preferred securities are single issue securities
issued by a bank. Pricing of trust preferred securities has suffered from credit
spread widening fueled by uncertainty regarding potential losses of financial companies,
the absence of a liquid functioning secondary market and potential supply concerns from
financial companies issuing new debt to recapitalize themselves. Six of the eight
securities are rated by a major rating agency as investment grade while the other two are
non-rated. Our other than temporary (OTTI) analysis is based on a security level
financial analysis of the issuer. This review considers: external credit ratings, maturity
date of the instrument, the scope of the bank’s operations, relevant financial
metrics and recent issuer specific news. The analysis of relevant financial metrics
includes: capital adequacy, asset quality, earnings and liquidity. We use the same OTTI
review methodology for both rated and non-rated issues.

5

United States Securities and Exchange Commission

Response to Letter Dated August 19, 2009

September 16, 2009

The Company’s portfolio of
available-for-sale securities is reviewed quarterly for impairment in value. In performing
this review management considers (1) the length of time and extent that fair value has
been less than cost, (2) the financial condition and near term prospects of the issuer,
(3) the impact of changes in market interest rates on the market value of the security and
(4) the FSP requires an entity to assess whether it intends to sell, or it is more likely
than not that it will be required to sell a security in an unrealized loss position before
recovery of its amortized cost basis. If either of these criteria is met, the entire
difference between amortized cost and fair value is recognized in earnings.

For securities that do not meet
the aforementioned criteria, the amount of impairment recognized in earnings is limited to
the amount related to credit losses, while impairment related to other factors is
recognized in other comprehensive income.”

The following table breaks out the
Company’s trust preferred securities in further detail as of December 31, 2008 and
June 30, 2009.

     As of December 31, 2008
     As of June 30, 2009

     Fair Value
     Unrealized Gain
(Loss)
     Fair Value
     Unrealized Gain
(Loss)

     (Dollars in Thousands)

     Trust preferred securities

       Rated issues
     $  11,113

     $  (3,874
        )
     $  11,816

     $  (3,196
        )

       Unrated issues - no OTTI
       1,508

       (1,294
        )
       2,164

       (639

CORRESP
1
filename1.htm

BY EDGAR

August 24, 2009

Amit Pande, Accounting
Branch Chief
Edwin Adames, Senior Staff Accountant
Securities and Exchange
Commission
Washington, D.C. 20549

Re:
Independent
Bank Corporation – File No. 000-07818

Dear Mr. Pande and Mr.
Adames,

We are in receipt of the comment
letter from the Securities and Exchange Commission (“SEC”) dated August 19, 2009
(the “Comment Letter”). The Comment Letter requests a response within 10
business days or “tell us when you will provide us with a response.” We would
like to request an extension for our response to Monday, September 21, 2009 (i.e.
approximately 30 days). We request this extension for the following reasons:

•

The response time period falls over the Labor Day holiday, with vacation schedules, our
proposed September 21st date, will assist us in managing existing workloads for
the personnel needed to respond to the Comment Letter;

•

There are a number of requests in the Comment Letter for additional information on
technical areas, such as the method and assumptions utilized for determining the fair
value of securities. The additional time will allow us to more thoroughly respond to your
request; and

•

The September 21st date provides us with additional time to work with our
independent registered public accounting firm for those topics in which we will be seeking
their feedback.

Please let us know by contacting the
undersigned at 616-522-1765 or by e-mail at rshuster@ibcp.com if our proposed
response date of September 21, 2009 is acceptable.

Thank you for your consideration.

Sincerely,

/s/ Robert N. Shuster

Robert N. Shuster
Executive Vice President
and Chief Financial Officer

230 West Main Street,
Ionia, MI 48846

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

Mail Stop 4561

August 19, 2009

By U.S. Mail and facsimile to (616) 527-5833
Mr. Robert N. Shuster Executive Vice President and  Chief Financial Officer  Independent Bank Corporation 230 W. Main St., P.O. Box 491 Ionia, Michigan  48846
Re: Independent Bank Corporation
 Form 10-K for Fiscal Year Ended December 31, 2008
Form 10-Q for Fiscal Quarter Ended March 31, 2009 Form 10-Q for Fiscal Quarter Ended June 30, 2009
 File No. 000-07818

Dear Mr. Shuster:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise the above referenced document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may also 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 review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Robert M. Shuster
Independent Bank Corporation
August 19, 2009 Page 2  Form 10-K for the Period Ended December 31, 2008

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results of Operations, page 10

 1. We refer to Note 25, Operating Segments on page 80 that shows the Mepco segment has pre-tax net income of $17.3 million in 2008 compared to a net loss of  $96.8 million of the IB segment.  Considering the impact of Mepco’s operations on consolidated operating results, please revise this section in future filings to provide a discussion of the reasons for the major changes in operating results of both reportable segments.  Refer to Item 303(a) of Regulation S-K.    Consider including a discussion of the following:

• The effects of any intersegment transactions and of corporate allocations of general expenses and taxes to each reportable segment.

• The effects of the sale in 2007 of Mepco’s insurance premium finance
business.

• Based on your disclosure on page 23 that the failure of one of Mepco’s
counterparties could expose the Company to significant losses, please revise the last paragraph on page 22 to disclose in greater detail the methodology used by Mepco to establish and monitor counterparty credit limits  in order to manage their collateral exposure.
 Critical Accounting Policies, page 48

 2. We refer to the statement that you believe you assumptions and judgments in assessing other-than-temporary impairments are “reasonable and conform to industry practices”. Please tell us and revise future filings discuss the significant assumptions and judgments used to determine impairments to investment securities whose fair value is based on mathematical models, such as matrix pricing or discounted cash flow analysis.

Mr. Robert M. Shuster
Independent Bank Corporation
August 19, 2009 Page 3  Financial Statements for the period ended December 31, 2008

 Note 4, Securities,  page 50

3. We note that gross unrealized losses related to mortgage-backed securities were
$6.8 million or 71% of total unrealized losses with duration of 12 months or more which you attribute to credit spread widening.  Please tell us and discuss in future filings include the following information:

• Discuss how you factored into your analysis for determining other-than-temporary impairments the effects of the financial market illiquidity on the determination of the fair value of your private label mortgage-backed securities.

• Disclose the extent to which these mortgage-backed securities are
collateralized by high risk mortgage loans, such as sub-prime, Alt-A, Option ARM or interest only loans with collateral located in geographical areas with high default rates.  Refer to Note 12 on page 21 of your June 30, 2009 10-Q that states underlying loans within certain Level 3 private label and mortgage-backed securities were Jumbo loans, Alt-A loans and manufactured housing loans.

• Explain what you mean by the statement that you have “satisfactory
relationships” between non-performing assets and the subordination levels of each security.   Disclose any major investments in high-risk subordination levels, such as mezzanine or interest only tranches.

• Clarify your statement that you continue to receive principal reductions to
disclose how you consider the receipt or non-receipt of interest cash flows in you other-than-temporary impairment analysis.
 4. We note the Company had investments in trust preferred securities with gross unrealized losses of $2.8 million or 29% of total unrealized losses with a duration of twelve months or more.  Please tell us an revise this section in future filings to include the following information:

• Describe in greater detail the credit characteristics of the securities, including whether they are pooled or single issue securities, the tranche held and their ability to absorb credit losses, the level of subordination and the collateralization remaining on the security.

Mr. Robert M. Shuster
Independent Bank Corporation
August 19, 2009 Page 4
• Considering the significant unrealized losses related to these securities and the $200,000 other-than-temporary impairment on one of the securities, tell us and revise future filings to describe the methodology you used and the analysis you performed on pooled and single issue trust preferred securities as of December 31, 2008 to determine they were not other-than-temporarily impaired.

• Discuss if the same methodology was used to evaluate for impairments the six
investment grade securities and the two non-rated securities with a fair value less than amortized cost.
 Note 8, Intangible Assets, page 56

5. We refer to Note 2, Acquisitions on page 49 that states in 2007 the Company
acquired ten branches from TCF Bank and recorded $10.8 million of premium related to the value of customer deposit relationships acquired which are being amortized over 15 years.   Taking into consideration that the goodwill related to this acquisition was written off in 2008, please tell us and discuss in future filings the following:

• Your basis for not recording an impairment charge related to the core deposit intangible and continuing to amortize over the original 15 year period.

• How you considered the increase in your brokered time deposits from $182.3
million at December 31, 2008 to $480.2 million at June 30, 2009, an increase of $280 million or 154%.
 Note 17, Derivative Financial Instruments, page 69

6. We note you had in 2007 fair value hedges with a total notional amount of $318
million and an average maturity of 2.3 years whereas in 2008 you had no fair value hedges.   Please tell us and discuss in future filings if these fair value hedges were discontinued in 2008 and how the Company has accounted for the discontinuation of fair value accounting under SFAS 133.

Note 25, Operating Segments, page 80

7. We refer to your two reportable segments, IB and Mepco, which had a pre-tax loss of $96.8 million and net income of $17.7 million from continuing operations, respectively in 2008.   We also refer to Note 6 of the June 30, 2009 10-Q that states IB had a net loss of $30 million compared to $10 million of net income from Mepco for the six-months ended June 30, 2009.  Considering the increasing

Mr. Robert M. Shuster
Independent Bank Corporation
August 19, 2009 Page 5
importance of the Mepco segment to consolidated operations, please revise future filings to provide the following disclosure regarding segment operations:

• Describe in Note 1, Accounting Policies, the revenue recognition policies regarding Mepco’s warranty operations and state where these revenues are disclosed in the income statement.  We note the Company has Finance Receivables of $286.9 million that appear to be related to Mepco’s operations.

• Describe the repayment terms of the “Finance Premiums Payable” described
in Note 1, Accounting Policies on page 46 owned by the Company to insurance companies for warranty payment plans provided by the Company for their customers.

• Describe the nature of the elimination of $286 million of total assets, equal to 11% of total in the  “Eliminations” column of the summary of selected financial information for reportable segments on page 80.  Refer to paragraph 32 of SFAS 131.

• Provide the disclosure regarding major customers as required by paragraph 39
of SFAS 131.

• Provide an explanation of the measurements of segment profit or loss and segment assets for each reportable segment. Refer to paragraph 31 of SFAS 131.

• Provide the information about geographic areas required by paragraph 38 of
SFAS 131. Refer to the Company’s exposure to Canadian denominated finance receivables on page 34 of the June 30, 2009 10-Q.

Note 23, Fair Value Disclosures, page 75

8. We refer to the “Securities” section on page 76 that states the Company has
classified as Level 2 mortgages and other asset backed securities and certain trust preferred securities.     Please tell us and discuss in future filings how you factored into your fair value measurements of these securities, including private label mortgage backed securities, the effects of recent financial market illiquidity and concerns regarding subprime mortgage collateral loans.
 9. We refer the impaired loans totaling $60.2 million in the table that summarizes the financial assets measured on a non-recurring basis.  Please reconcile for us this amount of impaired loans with the $91.2 million of impaired loans stated in Note 5, Loans on page 54.

Mr. Robert M. Shuster
Independent Bank Corporation
August 19, 2009 Page 6     Form 10-Q for the period ended June 20, 2009

Note 3, page 8
 10. We refer to the private label residential mortgage-backed security that has been
classified by a major rating agency as below investment grade and the trust preferred security that was non-rated.  Please tell us and discuss in future filing the following:

• The analysis you performed, including the methodology, inputs and material assumptions used, to determine there was no other-than-temporary impairment with respect to these securities.

• Describe the evidence you considered and their relative significance.  Identify
the primary evidence you relied on to support a realizable value equal to or greater than the carrying value of the investment.

• Discuss any significant credit risk characteristics inherent in these securities
that were not prevalent in the other similar securities that were rated as investment grade by the rating agency.

Note 12, page 21

 11. We refer to the “Securities” section on page 21 that describes the method and
significant assumptions used to estate the fair value of securities.   Please tell us and in future filings provide the following information:

• With respect to the $44 million of certain private label mortgage and asset backed securities that have been reclassified to Level 3 during the first quarter of 2009, please discuss the significant valuation inputs that you no longer consider to be observable and the circumstances or events that occurred during the current reporting period that caused this change.

• We refer to your statement on page 25 that you are using an internal valuation
model for these securities considering the market for these securities is extremely dislocated, the Level 2 pricing has not been based on orderly transactions, and the pricing could be described as based on “distressed sales”.  Please discuss why these securities were not considered Level 3 in 2008 taking into consideration if these circumstances are unique to the first semester of 2009 or were also prevalent during the last semester of 2008.

Mr. Robert M. Shuster
Independent Bank Corporation
August 19, 2009 Page 7

• Discuss how you factored into your discounted cash flow analysis the credit
characteristics of the Jumbo loans, Alt A loans and manufacturing housing loans in determining the fair value of the securities.

• Explain how you periodically validate and update the reasonableness of the fair value measures determined for the Level 3 type securities.

• Explain what you mean when you state that you continue to have “satisfactory
relationships” between non-performing assets and the subordination levels in each security.

• Expand your discussion that states you continue to receive principal
reductions to disclose how you considered in your discounted cash flow methodology the non-receipt of interest cash flows.

* * *
Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.   You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover 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 comments after reviewing your amendment 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 information required under the Securities and Exchange Act of 1934 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.

     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• The company is responsible for the adequacy and accuracy of the disclosure in the filings;

Mr. Robert M. Shuster
Independent Bank Corporation August 19, 2009 Page 8

• Staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and

• The company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

      In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.
 You may contact Edwin Adames (Senior Staff Accountant) at (202) 551-3447 or
me at  (202) 551-3423 if your have any questions regarding these comments.          S i n c e r e l y ,          A m i t  P a n d e        Accounting Branch Chief

Mail Stop 4561

June 27, 2007

Mr. Robert N. Shuster
Chief Financial Officer
Independent Bank Corporation
230 W. Main St.
P.O. Box 491
Ionia, MI 48846

Re: Independent Bank Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 12, 2007
  File No. 000-07818

Dear Mr. Shuster:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

John P. Nolan
Accounting Branch Chief

CORRESP
1
filename1.htm

Independent Bank Corporation correspondence dated June 22, 2007

Filed Via Edgar

June 22, 2007

United States Securities
and Exchange Commission (“SEC” or the “Commission”)
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 follow-up letter dated June 13, 2007 (the “Follow-Up Letter”) with
respect to the 10-K referenced above. Set forth below is the text of the comment of the
SEC set forth in the Follow-Up Letter, followed by the Company’s response.

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

Exhibit 13 – Annual Report

Consolidated Financial
Statements

Consolidated Statements
of Cash Flows, page 46

          1.

          We note your supplemental response to our comment letter dated May 21,
          2007. In your response you state  that you believe the
          classification error relating to contingent consideration payments is not
          material  and that a restatement of previously issued
          financial reports is not necessary. Please provide us with
          your comprehensive materiality analysis regarding this error, including
          how you considered the  quantitative impact on your net
          operating cash flows and net investing cash flows for 2006.

RESPONSE

Please see the attached Exhibit A for
a detailed analysis of the reclassifications necessary in the 2006 Consolidated Statements
of Cash Flows (as well as the impact in 2005 and 2004). To summarize the information on
Exhibit A as to net operating cash flows and net investing cash flows, they would change
as follows:

United States Securities and Exchange Commission

Response to Letter dated June 13, 2007
June 22, 2007

     As Originally Reported
     As Restated

     (Dollars in Thousands)

     2006:

       Net operating cash flows
     $    22,335

     $    26,777

       Net investing cash flows
       (65,934
        )
       (70,376
        )

     2005:

       Net operating cash flows
       48,347

       48,347

       Net investing cash flows
       (270,262
        )
       (270,262
        )

     2004:

       Net operating cash flows
       42,604

       43,690

       Net investing cash flows
       (294,634
        )
       (295,720
        )

Statement of Financial Accounting
Concepts No. 2 – “Qualitative Characteristics of Accounting Information”
(“CON #2”) and SEC Regulation S-X provide help in understanding the concept of
materiality. Materiality is generally defined as follows:

“The magnitude of an omission or
misstatement of accounting information that, in the light of surrounding circumstances,
makes it probable that the judgment of a reasonable person relying on the information
would have been changed or influenced by the omission or misstatement.”

CON #2, paragraph 131 goes on to
state: “The predominant view is that materiality judgments can properly be made only
by those who have all the facts. The Board’s present position is that no general
standards of materiality could be formulated to take into account all of the
considerations that enter into an experienced human judgment.”

Appendix C of CON #2 deals with
“Quantitative Materiality Considerations.” Appendix C provides various examples
of quantitative materiality guidelines, none of which deal directly with a
reclassification error in a Statement of Cash Flows. Paragraph 163 of Appendix C
does provide some basis as to how the courts have dealt with the concept of a reasonable
person’s judgment, which is at the heart of the definition of materiality:

“… information is material
if the trading judgment of reasonable investors would not have been left untouched upon
receipt of such information.”

“… a material fact was one
which if it had been correctly stated or disclosed would have deterred or tended to deter
the average prudent investor from purchasing the securities in question.”

Staff Accounting Bulletin No. 99
(“SAB 99”) covers materiality and expresses the view that “exclusive
reliance on certain quantitative benchmarks to assess materiality in preparing financial
statements and performing audits of those financial statements is inappropriate.” The
materiality concepts expressed in SAB 99 are consistent with the concepts in CON #2. SAB
99 states: “Materiality concerns the significance of an item to users of a
registrant’s financial statements. A matter is ‘material’ if there is a
substantial likelihood that a reasonable person would consider it important.” SAB 99
also states: “The materiality of a misstatement may turn on where it appears in the
financial statements.”

United States Securities and Exchange Commission

Response to Letter dated June 13, 2007
June 22, 2007

Finally, the U.S. Supreme Court has
held that a fact is material if there is “a substantial likelihood that the …
fact would have been viewed by the reasonable investor as having significantly altered the
‘total mix’ of information made available.”

Based on the above definitions of
materiality, we believe that the central question is whether the change in the reported
2006 net cash flows for operating and investing activities to account for a $4.4 million
reclassification for a bank holding company with consolidated total assets of $3.4 billion
would have changed or influenced the judgment of a reasonable person. We strongly believe
that the answer to this question is unequivocally no. This belief is based on the
following factors:

•

The reclassification does not impact any reported balance of an asset or liability, net
income, earnings per share, any component of the Consolidated Statements of Operations, or
any key metric for a bank holding company such as return on assets, return on equity or
the net interest margin. Rather it impacts the reported totals for net cash flows from
operating and investing activities. Reported cash flows from operating, investing and
financing activities at a bank holding company (like IBC) are often quite volatile and the
trends are far more important than the absolute dollar amounts. For example, cash flows
from the origination and sale of loans held for sale are included in net operating cash
flows. Depending on the specific timing of loan sales, the amount of net operating cash
flows can vary dramatically from one period to the next.

•

Although the reclassification changes net operating cash flows by 19.9% and net investing
cash flows by 6.7%, it does not change any of the trends indicated in the Consolidated
Statements of Cash Flows. Both 2006 cash flows provided from net operating activities and
2006 cash used in net investing activities were declining from the comparative prior
years. As reported, net cash flow from operations declined by 53.8% in 2006 compared to
2005, with the reclassification the decline would be 44.6%. As reported, net cash used in
investing activities declined by 75.6% in 2006 compared to 2005, with the reclassification
the decline would be 74.0%. These trends would not be altered after considering the
reclassification and a reasonable person would reach the same conclusion: that 2006 cash
flows provided from operations declined, in part due to a decline in net income and that
2006 cash flows used in investing activities declined due primarily to slowing loan
growth.

•

The nature, timing and form of the contingent consideration payments were disclosed
elsewhere in the Form 10-K for the Company (both in the footnotes to the consolidated
financial statements and in Management’s Discussion and Analysis). Thus a reader of
the financial statements was well informed regarding these payments and the
misclassification of the contingent consideration payment in the 2006 Consolidated
Statement of Cash Flows would not change or influence the judgment of a reasonable person
relying on these financial statements.

United States Securities and Exchange Commission

Response to Letter dated June 13, 2007
June 22, 2007

For these reasons, we believe that it
is highly unlikely that a reasonable investor would view the change in the classification
of these cash flows as having “significantly altered the ‘total mix’ of
information made available” or would have otherwise been influenced by the error. We
believe that our position that this matter is not material is well supported. The $4.4
million reclassification in the 2006 Consolidated Statement of Cash Flows will first
appear in the Company’s Form 10-Q for the quarter ended June 30, 2007. This document
will be filed soon (by early August 2007). A footnote describing this reclassification
will also be included in the Form 10-Q for the quarter ended June 30, 2007.

We acknowledge the following:

          1.

          The Company is responsible for the adequacy of the disclosure in the filing;

          2.

          Staff comments or changes to disclosure in response to staff comments do not
          foreclose the Commission from taking any action with respect to the filing; and

          3.

          The Company may not assert staff comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities laws of
          the United States.

Please contact the undersigned at
(616) 522-1765 or by e-mail at RShuster@ibcp.com if you have any questions or require any
additional information.

Very truly yours,

Robert N. Shuster
Executive Vice President
and Chief Financial Officer

     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          EXHIBIT A

     Year Ended December 31,

     2006
As reported
     Reclass
     2006
Adjusted
     2005
As reported
     Reclass
     2005
Adjusted
     2004
As reported
     Reclass
     2004
Adjusted

     (In thousands)

     Net Income

     $
        33,203

     $
        33,203

     $
        46,912

     $
        46,912

     $
        38,558

     $
        38,558

     ADJUSTMENTS TO RECONCILE NET

       INCOME TO NET CASH PROVIDED
  BY OPERATING ACTIVITIES

       Proceeds from sales of loans held for sale
       285,815

       285,815

       382,635

       382,635

       391,401

       391,401

       Disbursements for loans held for sale
       (284,499
        )

       (284,499
        )
       (367,078
        )

       (367,078

       (391,559
        )

       (391,559
        )

       Provision for loan losses
       17,412

       17,412

       8,071

       8,071

       4,309

       4,309

       Deferred federal income tax expense
       (2,328
        )

       (2,328
        )
       3,019

       3,019

       2,185

       2,185

       Deferred loan fees
       309

       309

       (383
        )

       (383
        )
       (568
        )

       (568
        )

       Depreciation, amortization of intangible assets

       0

       0

       0

          and premiums and accretion of discounts on

          securities and loans
       (9,839
        )

       (9,839
        )
       (12,498
        )

       (12,498
        )
       (3,001
        )

       (3,001
        )

       Net gains on sales of real estate mortgage loans
       (4,593
        )

       (4,593
        )
       (5,370
        )

       (5,370
        )
       (5,956
        )

       (5,956
        )

       Net gains on securities
       (171
        )

       (171
        )
       (1,484
        )

       (1,484
        )
       (856
        )

       (856
        )

       Goodwill impairment
       3,575

       3,575

       0

       0

       Write-off of uncompleted software

       0

       0

       977

       977

       Increase in accrued income and other assets
       (9,595
        )
       470
        c

       (8,234
        )
       2,771c

       (11,432
        )
       8,443f

       1,086g

       (9,125
        )

       (5,463
        )

       (1,903
        )

       Increase (decrease) in accrued expenses and

          other liabilities
       (6,954
        )
       1,375
        a

       2,757

       18,546

       (470)
        c

       (2,771)
        c

      ( 8,443)f

       92
        d

       2,975
        d

       (2,982
        )

       (14
        )

       10,103

         Total Adjustments
       (10,868
        )
       4,442

       (6,426
        )
       1,435

       0

       1,435

       4,046

       1,086

       5,132

         Net Cash Provided by Operating Activities
       22,335

       4,442

       26,777

       48,347

       0

       48,347

       42,604

       1,086

       43,690

     CASH FLOW USED IN INVESTING ACTIVITIES

       Proceeds from the sale of securities

          availablefor sale
       1,283

       1,283

       54,556

       54,556

       57,441

       57,441

       Proceeds from the maturity of securities

          available for sale
       20,007

       20,007

       20,575

       20,575

       24,489

       24,489

       Principal payments received on securities

          available for sale
       35,813

       35,813

       56,000

       56,000

       46,672

       46,672

       Purchases of securities available for sale
       (5,267
        )

       (5,267
        )
       (70,632
        )

       (70,632
        )
       (132,190
        )

       (132,190
        )

       Proceeds from sale of non-performing and

          other loans of concern

       0

       7,794

       7,794

       0

       Portfolio loans originated, net of principal

          payments
       (104,454
        )

       (104,454
        )
       (324,656
        )

       (324,656
        )
       (292,231
        )

       (292,231
        )

       Acquisition of businesses, less cash received

       (1,375)
        a

       12,905

       (1,086)
        g

       (92)
        d

       (2,975)
        d

       (4,442
        )

       0

       11,819

       Capital expenditures
       (13,316
        )

       (13,316
        )
       (13,899
        )

       (13,899
        )
       (11,720
        )

       (11,720
        )

         Net Cash Used in Investing Activities
       (65,934
        )
       (4,442
        )
       (70,376
        )
       (270,262
        )
       0

       (270,262
        )
       (294,634
        )
       (1,086
        )
       (295,720
        )

     CASH FLOW FROM FINANCING ACTIVITIES

       Net increase in total deposits
       124,352

       124,352

       471,394

       471,394

       150,930

       150,930

       Net increase (decrease) in other borrowings

          and federal funds purchased
       (41,331
        )

       (41,331
        )
       (66,215
        )

       (66,215
        )
       88,306

       88,306

       Proceeds from Federal Home Loan Bank advances
       223,200

       223,200

       659,750

       659,750

       509,100

       509,100

       Payments of Federal Home Loan Bank advances
       (239,453
        )

       (239,453
        )
       (807,127
        )

       (807,127
        )
       (503,525
        )

       (503,525
        )

       Proceeds from issuance of long-term debt

       0

       0

       10,000

       10,000

       Repayment of long-term debt
       (2,000
        )

       (2,000
        )
       (2,000
        )

       (2,000
        )
       (1,000
        )

       (1,000
        )

       Net increase (decrease) in financed premiums

          available
       13,044

       13,044

       (12,782
        )

       (12,782
        )
       21,820

       21,820

       Dividends paid
       (17,547
        )

       (17,547
        )
       (15,320
        )

       (15,320
        )
       (12,500
        )

       (12,500
        )

       Repurchase of common stock
       (11,989
        )

       (11,989
        )

Mail Stop 4561

June 13, 2007

Mr. Robert N. Shuster
Chief Financial Officer
Independent Bank Corporation
230 W. Main St.
P.O. Box 491
Ionia, MI 48846

Re: Independent Bank Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 12, 2007
  File No. 000-07818

Dear Mr. Shuster:

We have reviewed your response dated April 27, 2007 and have the following
comment.

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

Exhibit 13 – Annual Report

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page 46

1. We note your supplemental response to our comment letter dated May 21, 2007.
In your response you state that you believe the classification error relating to contingent consideration payments is not material and that a restatement of previously issued financial reports is not necessary.  Please provide us with your comprehensive materiality analysis regarding this error, including how you considered the quantitative impact on your net operating cash flows and net investing cash flows for 2006.

* * * *
Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit your response letter on EDGAR.  Please

Mr. Robert N. Shuster
Independent Bank Corporation
6/13/2007 Page 2
understand that we may have additional comments after reviewing your response to our comment.

  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 information required under the Securities Exchange Act of 1934 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.

 In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.

You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan
Accounting Branch Chief

CORRESP
1
filename1.htm

Independent Bank Corporation Correspondence to SEC June 6, 2007

Filed Via Edgar

June 6, 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 follow-up letter dated May 21, 2007 (the “Follow-Up Letter”) with
respect to the 10-K referenced above. Set forth below is the text of the comment of the
SEC set forth in the Follow-Up Letter, followed by the Company’s response.

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

Exhibit 13 – Annual Report

Consolidated Financial
Statements

Consolidated Statements
of Cash Flows, page 46

          1.

          We note your supplemental response to comment two of our letter dated
          March 21, 2007. In your response  you state that when
          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. As these payments
          represent an additional element of the cost of the acquired entity, please
          tell us your basis for  classifying these payments within
          operating activities. Refer to paragraph 28 of SFAS 141 and paragraph
           17 of SFAS 95.

RESPONSE

The classification of these
subsequent payments of contingent consideration as part of operating activities in the
2006 Consolidated Statement of Cash Flows was erroneous and was an inadvertent oversight.
The cash portion of these payments should have been classified within investing activities
and the non-cash (common stock) component of these payments should have been disclosed as
supplemental information at the base of the Consolidated Statement of Cash Flows. In
future SEC filings containing the 2006 financial statements, we will revise operating and
investing cash flows to reflect this reclassification and disclose the nature of the
reclassification in our footnotes. We do not believe that the magnitude of these payments
is material and the timing and specific nature of these payments were disclosed elsewhere
in the 2006 financial statements (for example in the footnote for “Commitments and
Contingent Liabilities”). As a result, it is our position that any restatement of
previously issued financial reports or SEC filings is not necessary.

United States Securities
and Exchange Commission
Response to Letter Dated May 21, 2007
June 6, 2007

Please contact the undersigned at
(616) 522-1765 or by e-mail at RShuster@ibcp.com if you have any questions or require any
additional information.

Very truly yours,

/s/ Robert N. Shuster

Robert N. Shuster
Executive Vice President
and Chief Financial Officer

Mail Stop 4561

May 16, 2007

Mr. Robert N. Shuster
Chief Financial Officer
Independent Bank Corporation
230 W. Main St.
P.O. Box 491
Ionia, MI 48846

Re: Independent Bank Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 12, 2007
  File No. 000-07818

Dear Mr. Shuster:

We have reviewed your response dated April 27, 2007 and have the following
comment.

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

Exhibit 13 – Annual Report

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page 46

1. We note your supplemental response to comment two of our letter dated March
21, 2007.  In your response you state that 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.  As these payments represent an additional element of cost of the acquired entity, please tell us your basis for classifying these payments within operating activities.  Refer to paragraph 28 of SFAS 141 and paragraph 17 of SFAS 95.

* * * *
Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit your response letter on EDGAR.  Please

Mr. Robert N. Shuster
Independent Bank Corporation
5/16/2007 Page 2
understand that we may have additional comments after reviewing your response to our comment.

  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 information required under the Securities Exchange Act of 1934 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.

 In connection with responding to our comment, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.

You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan
Accounting Branch Chief

CORRESP
1
filename1.htm

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

Mail Stop 4561

March 21, 2007

Mr. Robert N. Shuster
Chief Financial Officer
Independent Bank Corporation
230 W. Main St.
P.O. Box 491
Ionia, MI 48846

Re: Independent Bank Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 12, 2007
  File No. 000-07818

Dear Mr. Shuster:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  In our comments we 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 review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  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.

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.

Mr. Robert N. Shuster
Independent Bank Corporation
3/21/2007 Page 2
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.

Exhibit 13 – Annual Report

Management’s 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 one of 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.

Loan Portfolio Composition, page 28

4. To help us better understand your disclosure regarding the warranty and insurance premiums businesses of Mepco, please tell us the following:

• the parties to the transactions, identifying with whom you enter into contractual agreements and with whom you make and receive payments;
• the typical terms of the contractual agreements;
• the timing of the related cash flows;

Mr. Robert N. Shuster
Independent Bank Corporation
3/21/2007 Page 3
• the procedures you undertake in the event of default, including how you would collect on the underlying collateral; and
• how you recognize revenue on the transactions and the receivables.

Non-performing Assets, page 30

5. We note your disclosure that non-performing loans do not include $3.2 million that is due from a counter party in Mepco’s warranty payment plan business.  Your referenced disclosure in “Non-interest expense” appears to address $2.4 million of recorded losses related to a Mepco receivable.  Please reconcile for us these two disclosures.

Allocation of the Allowance for Loan Losses, page 31

6. With respect to your disclosure regarding the first element of your allowance for loan losses, please describe for us your process of reviewing the financial condition of the borrower and collateral at December 31, 2006, particularly in light of the weaker regional economic conditions, slowing real estate sales, and weaker real estate values in 2006.  In your response, separately address how you evaluate collateral related to development loans.  Please also specifically tell us whether or not you updated prior appraisals, ordered new appraisals or used other
means to in determining the current value of land and/or properties comprising nonperforming development and real estate related loans.  Explain how you use these resulting values in determining the level of periodic provision, charge-offs or other actions taken when you compare these amounts to the revised financial condition of the borrower including any related revised collateral values.

7. As a related matter, we note your disclosure on page 58 regarding specific allocations of allowance related to impaired loans.  In light of the weaker regional economic conditions and weaker real estate values in 2006, please explain to us why the specific allocations relative to impaired loans is significantly less as of December 31, 2006 compared to the prior two years.

8. We note your disclosure that in determining the third element of your allowance, the allocation is principally based upon the ten-year average loss experience with recent years weighted more heavily.  Please explain to us how you determined that this historical loss behavior was relevant to the current determination of the historical loss allocation in light of the current weaker economic conditions and real estate values, increase in net charge-offs, and increase in non-performing loans.  In light of these factors, explain why this component of your allowance only increased one percent as a percentage of your total allowance for loan losses.

Mr. Robert N. Shuster
Independent Bank Corporation
3/21/2007 Page 4
9. We note your disclosure that in determining the fourth element of your allowance you consider subjective factors including local and general economic trends, portfolio concentrations and changes in the size, mix and the general terms of the loan portfolios.  In light of the weaker regional economic conditions and weaker real estate values in 2006 and the increase in net charge-offs and non-performing loans, please explain why the fourth element of your allowance decreased one percent as a percentage of your total allowance for loan loss.

Consolidated Financial Statements

Note 1 – Accounting Policies, page 47

10. Please describe for us your manufactured home lending business and your accounting policies for recognizing manufactured home loan origination fees and commissions.

Note 7 – Intangible Assets, page 59

11. We note your disclosure on page 60 regarding your goodwill impairment charges recorded in 2006 with respect to First Home Financial and the warranty business of Mepco.  With respect to the goodwill impairment related to the Mepco warranty business, please tell us how you determined the reporting units and demonstrate how you allocated the assets and liabilities acquired and goodwill among the two reporting units at the time of the acquisition of Mepco and for periodic goodwill impairment testing prior to 2006.  Refer to paragraphs 30 – 35 of SFAS 142.

Note 15 – Derivative Financial Instruments, page 70

12. For each type of hedging relationship outstanding during the periods presented, please tell us how you determined that they met the criteria for hedge accounting pursuant to paragraphs 20, 21, 28 and 29 of SFAS 133, as applicable.  In your response, please specifically address the following for each type of hedging relationship:

• the nature and specific terms of the hedged item or transaction, including any embedded options;
• the nature and specific terms of the derivative instrument;
• the specific documented risk being hedged;
• the type of SFAS 133 hedge (fair value, cash flow, etc.);
• how you assess effectiveness at inception and on an ongoing basis, including the quantitative measures you use and how you use them; and
• the quantitative measures you use to measure ineffectiveness.

Mr. Robert N. Shuster
Independent Bank Corporation
3/21/2007 Page 5

13. Please tell us the nature of the hedging relationships for which you apply the “short-cut” method or “matched terms” approach for assuming no ineffectiveness.  Tell us how you determine that the hedging relationship meets each of the conditions in paragraph 68 or 65 of SFAS 133.

* * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comment.

  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 information required under the Securities Exchange Act of 1934 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.

 In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.

You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan
Accounting Branch Chief