8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  April 23, 2010

INDEPENDENT BANK CORPORATION

(Exact name of registrant as

specified in its charter)

Michigan (State or other jurisdiction of incorporation) 0-7818 (Commission File Number) 38-2032782 (IRS Employer Identification No.)

230 West Main Street Ionia, Michigan (Address of principal executive office) 48846 (Zip Code)

Registrant's telephone number,

including area code:

(616) 527-5820

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01     Regulation FD Disclosure.

On or about April 23, 2010, Independent Bank Corporation (the "Company") sent two letters to holders of the publicly-held trust preferred securities issued by IBC Capital Finance II (Nasdaq:  IBCPO) in connection with the Company's offer to issue its common stock in exchange for its outstanding trust preferred securities.  Copies of the letters are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2 and are incorporated in this Item 7.01 by reference.  The information disclosed under this Item 7.01 and Exhibits 99.1 and 99.2 are furnished to, and not filed with, the Commission.  These letters are also being filed herewith in accordance with Rule 425 under the Securities Act.

Item 8.01        Other Events.

On April 23, 2010, Independent Bank Corporation (the "Company") issued a press release announcing the commencement of its offer to exchange up to 180,200,000 shares of the Company's common stock for up to all of the outstanding trust preferred securities issued by IBC Capital Finance II (Nasdaq:  IBCPO), IBC Capital Finance III, IBC Capital Finance IV, and Midwest Guaranty Trust I (the "Exchange Offer").  The common stock to be issued in the Exchange Offer is registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a registration statement on Form S-4, File No. 333-164546 (as amended, the "Registration Statement").  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated in this Item 8.01 by reference. The press relea se is also being filed herewith in accordance with Rule 425 under the Securities Act.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits

Exhibit	Description of Exhibits
99.1	Press Release, dated April 23, 2010.
99.2	Letter, dated April 16, 2010 (sent with prospectus).  This Exhibit is furnished to, and not filed with, the Commission.
99.3	Letter, dated April 16, 2010 (sent separately from prospectus).  This Exhibit is furnished to, and not filed with, the Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INDEPENDENT BANK CORPORATION
	(Registrant)
Date:  April 23, 2010		/s/ Robert N. Shuster
	By:	Robert N. Shuster
	Its:	Executive VP and CFO

EX-99

Exhibit 99.1

News Release

Independent Bank Corporation

230 West Main Street

Ionia, MI 48846

616.527.5820

For Release:	Immediately
Contact:	Robert Shuster, Chief Financial Officer, 616.522.1765

INDEPENDENT BANK CORPORATION

ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER

FOR TRUST PREFERRED SECURITIES

IONIA, Mich., April 23, 2010 — Independent Bank Corporation (Nasdaq: IBCP), the holding company of Independent Bank, a Michigan-based community bank ("we," "us" or the "Company"), today announced that it has commenced an offer to exchange up to 180,200,000 newly issued shares of its common stock for properly tendered and accepted trust preferred securities issued by IBC Capital Finance II (Nasdaq:  IBCPO), IBC Capital Finance III, IBC Capital Finance IV, and Midwest Guaranty Trust I (the "Exchange Offer").  The Exchange Offer will expire at 11:59 p.m., Eastern Time, on Tuesday, June 1, 2010, unless extended or earlier terminated by us (such date and time, as it may be extended, the "Expiration Date").

In connection with the Exchange Offer, for each trust preferred security of IBC Capital Finance II (Nasdaq:  IBCPO), IBC Capital Finance III, IBC Capital Finance IV, and Midwest Guaranty Trust I accepted in accordance with the terms of the Exchange Offer, the Company will issue a number of shares of its common stock having an aggregate dollar value (the "Exchange Value") set forth in the table below or, in the case of a trust preferred security tendered on or prior to Monday, May 17, 2010 (the "Early Tender Premium Deadline"), having an aggregate dollar value equal to the applicable Exchange Value plus the Early Tender Premium Value set forth in the table below. 

We refer to the number of shares of common stock we will issue for each trust preferred security we accept for exchange as the "exchange ratio."  In determining the exchange ratio, the value per share of common stock will be the "Relevant Price," which is equal to the average volume weighted average price per share, or "Average VWAP," of our common stock for the five consecutive trading day period ending on and including the second trading day immediately preceding the Expiration Date, as it may be extended.  We will announce the final exchange ratios (both for those trust preferred securities tendered before the Early Tender Premium Deadline and for those tendered after that deadline) by 9:00 a.m., Eastern Time, on the trading day immediately preceding the Expiration Date, as it may be extended.  Throughout the exchange offers, the indicative Average VWAP, the result ing indicative Relevant Price, and the indicative exchange ratios will be available at www.independentbank.com/exchangeoffers and from our information agent, D.F. King & Co., Inc.  

The table below sets forth certain information regarding the series of trust preferred securities that are the subject of the exchange offers.

Title of Securities		Issuer	Aggregate Liquidation Amount Outstanding		Liquidation Amount per Trust Preferred Security		Exchange Value			Early Tender Premium Value		Total Exchange Value
							(per Liquidation Amount)
	8.25% Cumulative Trust Preferred Securities (Nasdaq:  IBCPO)	IBC Capital Finance II	$	50,600,000	$	25	$	21.40	$		1.25	$	22.65
	Floating Rate Trust Preferred Securities	IBC Capital Finance III	$	12,000,000	$	1,000	$	811.11	$		50.00	$	861.11
	Floating Rate Trust Preferred Securities	IBC Capital Finance IV	$	20,000,000	$	1,000	$	814.54	$		50.00	$	864.54
	Floating Rate Trust Preferred Securities	Midwest Guaranty Trust I	$	7,500,000	$	1,000	$	821.26	$		50.00	$	871.26

The complete terms and conditions of the Exchange Offer are set forth in the prospectus and letter of transmittal being sent to holders of the trust preferred securities.  Holders are urged to read the Exchange Offer documents carefully. This press release is neither an offer to purchase nor a solicitation to buy any shares of the securities, nor is it a solicitation for acceptance of the Exchange Offer. The Company is making the Exchange Offer only by, and pursuant to the terms of, the prospectus and the related letter of transmittal. The Exchange Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company or its affiliates, the trustees of the various trusts, the dealer manager, the exchange agent, the information agent, or financial advisors is making any recommendation as to whether or not holders should tender their trust preferred securities in the Exchange Offer.

Copies of the prospectus and letter of transmittal may also be obtained from D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offer, at (800) 431-9643 or, for bankers and brokers, at (212) 269-5550 (Collect). The Company has filed a registration statement (including the prospectus) for the Exchange Offer with the Securities and Exchange Commission ("SEC"). Before you decide whether to participate in the Exchange Offer, you should read the prospectus in the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Exchange Offer. You may obtain these documents for free at the SEC's website, www.sec.gov.  You may also obtain these documents on our website at www.IndependentBank.com under the "Investor Relations" tab.

About Independent Bank Corporation

Independent Bank Corporation (Nasdaq Symbol: IBCP) is a Michigan-based bank holding company with total assets of approximately $3 billion.  Founded as First National Bank of Ionia in 1864, Independent Bank Corporation now operates over 100 offices across Michigan’s Lower Peninsula through one state-chartered bank subsidiary.  This subsidiary (Independent Bank) provides a full range of financial services, including commercial banking, mortgage lending, investments and title services.  Independent Bank Corporation is committed to providing exceptional personal service and value to its customers, stockholders and the communities it serves. 

For more information, please visit our Web site at:  www.IndependentBank.com

Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "estimate," "project," "may" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are predicated on management's beliefs and assumptions based on information known to Independent Bank Corporation's management as of the date of this news release and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Independent Bank Corporation's management for future or past operations, products or services, and forecasts of the Company's revenue, earnings or other measures of economic performan ce, including statements of profitability, business segments and subsidiaries, and estimates of credit quality trends. Such statements reflect the view of Independent Bank Corporation's management as of this date with respect to future events and are not guarantees of future performance, involve assumptions and are subject to substantial risks and uncertainties, such as the changes in Independent Bank Corporation's plans, objectives, expectations and intentions. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are the ability of the Company to be successful in connection with any capital raising initiatives it may pursue, the incurrence of loan losses in excess of the amounts currently reserved by the Company for such losses, regulatory actions that may be taken by federal and/or state bank regulators, the ability of th e Michigan economy to recover and the pace of such recovery, changes in interest rates, changes in the accounting treatment of any particular item, the results of regulatory examinations, changes in industries where the Company has a concentration of loans, changes in the level of fee income, changes in general economic conditions and related credit and market conditions, and the impact of regulatory responses to any of the foregoing. Forward-looking statements speak only as of the date they are made. Independent Bank Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, Independent Bank Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

EX-99

Exhibit 99.2

Independent Bank Corporation230 West Main Street
Ionia, Michigan 48846

April 16, 2010

Dear Security Holder:

Enclosed with this letter is a copy of our prospectus in connection with our offer to issue shares of Independent Bank Corporation common stock in exchange for the trust preferred securities you hold that were issued by IBC Capital Finance II (Nasdaq: IBCPO).  As explained in the prospectus, we are offering to issue you a number of shares of our common stock having a certain dollar value for each trust preferred security tendered by you and accepted by us for exchange.  To encourage early participation in this offer, we are issuing an additional amount of common stock for those persons that tender prior to 5:00 p.m., Eastern Time, on Monday, May 17, 2010, as follows:

Liquidation Amount per Trust Preferred Security:	$25.00
Value of Common Stock Offered if Tender By 5:00 p.m., Eastern Time, on Monday, May 17, 2010:	$22.65
Value of Common Stock Offered if Tender After 5:00 p.m., Eastern Time, on Monday, May 17, 2010:	$21.40

The number of shares of common stock you will receive in exchange for each trust preferred security you properly tender and do not withdraw will be equal to the applicable value set forth above, divided by an average of our stock price at the time the offer expires, as described in detail in the prospectus.

The dollar value of the common shares offered is equal to 80% of the liquidation amount of each trust preferred security, plus 100% of all accrued and unpaid dividends through May 31, 2010.  In addition, for trust preferred securities tendered prior to the early May 17, 2010 deadline, the dollar value includes an additional premium equal to 5% of the liquidation amount of each trust preferred security.

This offer was launched on April 16, 2010, and is scheduled to expire on Tuesday, June 1, 2010 at 11:59 p.m., Eastern Time.  To participate, you must tender before the expiration date.  If you would like to participate and you hold your trust preferred securities in "street name" (i.e., through a bank, broker, or other third party), please contact that third party to determine the amount of advance notice it will require to timely process your request. 

We urge you to carefully read the entire Prospectus that is enclosed because it contains important information.  You may also obtain this information, free of charge, at the Securities and Exchange Commission's website (www.sec.gov) and at our website (www.independentbank.com).

Your participation is important to Independent Bank Corporation, regardless of the number of trust preferred securities you own.  For more information, please contact our Information Agent for this offer, D.F. King & Co., Inc., at (800) 431-9643 or, if applicable, your broker. 

We appreciate your continued support of Independent Bank Corporation.

Sincerely,

/s/ Michael M. Magee, Jr.

MICHAEL M. MAGEE, JR.

President and CEO

EX-99

Exhibit 99.3

Independent Bank Corporation230 West Main Street
Ionia, Michigan 48846

April 16, 2010

Dear Security Holder:

You should soon receive a copy of our prospectus in connection with our offer to issue shares of Independent Bank Corporation common stock in exchange for the trust preferred securities you hold that were issued by IBC Capital Finance II (Nasdaq: IBCPO).  As explained in the prospectus, we are offering to issue you a number of shares of our common stock having a certain dollar value for each trust preferred security tendered by you and accepted by us for exchange.  To encourage early participation in this offer, we are issuing an additional amount of common stock for those persons that tender prior to 5:00 p.m., Eastern Time, on Monday, May 17, 2010, as follows:

Liquidation Amount per Trust Preferred Security:	$25.00
Value of Common Stock Offered if Tender By 5:00 p.m., Eastern Time on Monday, May 17, 2010:	$22.65
Value of Common Stock Offered if Tender After 5:00 p.m., Eastern Time on Monday, May 17, 2010:	$21.40

The number of shares of common stock you will receive in exchange for each trust preferred security you properly tender and do not withdraw will be equal to the applicable value set forth above, divided by an average of our stock price at the time the offer expires, as described in detail in the prospectus.

The dollar value of the common shares offered is equal to 80% of the liquidation amount of each trust preferred security, plus 100% of all accrued and unpaid dividends through May 31, 2010.  In addition, for trust preferred securities tendered prior to the early May 17, 2010 deadline, the dollar value includes an additional premium equal to 5% of the liquidation amount of each trust preferred security.

This offer was launched on April 16, 2010, and is scheduled to expire on Tuesday, June 1, 2010 at 11:59 p.m., Eastern Time.  To participate, you must tender before the expiration date.  If you would like to participate and you hold your trust preferred securities in "street name" (i.e., through a bank, broker, or other third party), please contact that third party to determine the amount of advance notice it will require to timely process your request. 

We urge you to carefully read the entire Prospectus being mailed to you because it contains important information.  You may also obtain this information, free of charge, at the Securities and Exchange Commission's website (www.sec.gov) and at our website (www.independentbank.com).

Your participation is important to Independent Bank Corporation, regardless of the number of trust preferred securities you own.  For more information, please contact our Information Agent for this offer, D.F. King & Co., Inc., at (800) 431-9643 or, if applicable, your broker. 

We appreciate your continued support of Independent Bank Corporation.

Sincerely,

/s/ Michael M. Magee, Jr.

MICHAEL M. MAGEE, JR.

President and CEO