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:  June 2, 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 June 2, 2010, Independent Bank Corporation (the "Company") sent a letter 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 (the "Exchange Offer") and a separate letter to the brokers, dealers, commercial banks, trust companies, and other nominees that may hold such trust preferred securities on behalf of the beneficial owners.

Copies of these letters are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, 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.  The letters are also being filed in accordance with Rule 425 under the Securities Act.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits

Exhibit	Description of Exhibits
99.1	Letter to IBCPO Holders.  This Exhibit is furnished to, and not filed with, the Commission.
99.2	Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees.  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:  June 4, 2010	/s/ Robert N. Shuster
	By:  Robert N. Shuster
	Its:  Executive VP and CFO

EX-99

Exhibit 99.1

 

Independent Bank Corporation230 West Main Street
Ionia, Michigan 48846

June 1, 2010

Dear Security Holder:

You should have received 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 (Exchange Offer). 

For those who have already tendered their trust preferred securities, we appreciate your support.  To allow others more time to participate in the Exchange Offer, we have recently announced an extension of the exchange offer deadline until 11:59 p.m., Eastern time, on Tuesday, June 22, 2010. 

For each trust preferred security (liquidation amount of $25.00), we are offering $22.65 in value of our common stock.  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 $22.65, divided by an average of our stock price at the time the offer expires, as described in detail in the prospectus.  During the month of May, the price per share of IBCPO ranged from $16.40 to $18.90.

We initiated the Exchange Offer as part of our overall Capital Plan adopted in January 2010, which was developed to increase our capital and meet certain minimum capital ratios that we established.  In order to preserve capital prior to the adoption of the Capital Plan, we suspended all quarterly payments on the trust preferred securities in the fourth quarter of 2009.  We continue to exercise our right to defer these quarterly payments and do not anticipate resuming such payments at any time in the near future.

While we have made progress on a number of initiatives to advance the Capital Plan, we believe a high level of participation in the Exchange Offer is critical to our ability to successfully implement our Capital Plan.  To participate, you must tender before the June 22, 2010 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 was 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

EX-99

Exhibit 99.2

Independent Bank Corporation230 West Main Street
Ionia, Michigan 48846

June 2, 2010

To:  Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees

Independent Bank Corporation, a Michigan corporation ("IBC," "we," or "our"), has made an offer to issue up to 180,200,000 newly issued shares of our common stock for properly tendered and accepted trust preferred securities issued by IBC Capital Finance II (Nasdaq: IBCPO) and certain other of our trust subsidiaries (the "Exchange Offer"), subject to the terms and conditions set forth in the prospectus issued in connection with the Exchange Offer and the related letter of transmittal.

The expiration date of the Exchange Offer was recently extended to 11:59 p.m., Eastern time, on Tuesday, June 22, 2010. 

For each IBCPO trust preferred security (liquidation amount of $25.00), we are offering $22.65 in value of our common stock.  The number of shares of common stock to be issued in exchange for each IBCPO trust preferred security properly tendered and not withdrawn will be equal to $22.65, divided by an average of our stock price at the time the offer expires, as described in detail in the prospectus.  During the month of May, the price per share of IBCPO ranged from $16.40 to $18.90.

We initiated the Exchange Offer as part of our overall Capital Plan adopted in January 2010, which was developed to increase our capital and meet certain minimum capital ratios that we established.  In order to preserve capital prior to the adoption of the Capital Plan, we suspended all quarterly payments on the trust preferred securities in the fourth quarter of 2009.  We continue to exercise our right to defer these quarterly payments and do not anticipate resuming such payments at any time in the near future.

While we have made progress on a number of initiatives to advance the Capital Plan, we believe a high level of participation in the Exchange Offer is critical to our ability to successfully implement our Capital Plan.  To participate,  IBCPO trust preferred securities must be tendered before the June 22, 2010 expiration date.We request that you contact your clients for whom you hold IBCPO trust preferred securities regarding the Exchange Offer.  If you have any questions regarding the Exchange Offer, please feel free to contact any of the following:

Company	Dealer-Manager	Information Agent
Independent Bank Corporation Robert N. Shuster, Executive VP & CFO (616) 522-1765	Stifel, Nicolaus & Company, Inc. Patrick Koster, Managing Director (314) 342-4054	D.F. King & Co., Inc. (212) 269-5550 (Collect) (800) 431-9643 (Toll Free)

We urge you to carefully read the entire prospectus mailed in connection with the Exchange Offer 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).

Participation by holders of IBCPO trust preferred securities is important to Independent Bank Corporation, regardless of the number of trust preferred securities held by your clients.  We appreciate your continued support of Independent Bank Corporation.

Sincerely,

/s/ Michael M. Magee, Jr.

MICHAEL M. MAGEE, JR.

President and CEO