Summary of INDEPENDENT BANK CORP /MI/

Item 1.01. Entry into a Material Definitive Agreement.

On December 12, 2008, Independent Bank Corporation (the "Corporation") entered into and closed a Letter Agreement (including the Securities Purchase Agreement-Standard Terms incorporated by reference therein, the "Purchase Agreement") with the United States Department of the Treasury (the "Treasury") pursuant to which Treasury invested $72,000,000 in the Corporation under the TARP Capital Purchase Program (the "Program").

Under the Purchase Agreement, Treasury received (1) 72,000 shares of the Corporation's Series A Fixed Rate Cumulative Perpetual Preferred Stock, $1,000 liquidation preference per share, and (2) a warrant to purchase 3,461,538 shares of the Corporation's common stock at an exercise price of $3.12 per share. The exercise price of the warrant was determined based upon the average of closing prices of the Corporation's common stock during the 20-trading day period ended November 20, 2008, the last trading day prior to the date the Treasury approved the Corporation for participation in the Program.

The preferred shares qualify as Tier 1 regulatory capital and pay cumulative dividends quarterly at a rate of 5% per annum for the first five years, and 9% per annum thereafter. The preferred shares are non-voting, other than class voting rights on certain matters that could adversely affect the preferred shares. If dividends on the preferred shares have not been paid for an aggregate of six quarterly dividend periods or more, whether consecutive or not, the Corporation's authorized number of directors will be automatically increased by two and the holders of the preferred stock, voting together with holders of any then outstanding voting parity stock, will have the right to elect those directors at the Corporation's next annual meeting of shareholders or at a special meeting of shareholders called for that purpose. These preferred share directors would be elected annually and serve until all accrued and unpaid dividends on the preferred shares have been paid.

The preferred shares may be redeemed by the Corporation at par after February 15, 2012. Prior to this date, the preferred shares may only be redeemed by the Corporation at par in an amount up to the cash proceeds (minimum $18,000,000) from qualifying equity offerings of any Tier 1 perpetual preferred or common stock. Any redemption is subject to the consent of the Board of Governors of the Federal Reserve System. Until December 12, 2011, or such earlier time as all preferred shares have been redeemed by the Corporation or transferred by Treasury to third parties that are not affiliated with Treasury, the Corporation may not, without Treasury's consent, increase its dividend rate per share of common stock or, with certain limited exceptions, repurchase its common stock.

In connection with the issuance of the preferred shares, on December 10, 2008, the Corporation amended its Restated Articles of Incorporation to designate the Series A Fixed Rate Cumulative Perpetual Preferred Stock and to specify the preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions of that series, including the relevant provisions described above.

The warrant is immediately exercisable and has a 10-year term. The exercise price and number of shares subject to the warrant are both subject to anti-dilution adjustments. Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the warrant; however, this agreement not to vote the shares does not apply to any person who may acquire such shares. If the Corporation receives aggregate gross proceeds of at least $72,000,000 from one or more qualifying equity offerings of Tier 1-eligible perpetual preferred or common stock on or prior to December 31, 2009, . . .

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference into this Item 3.03.

Additionally, under the terms of the Purchase Agreement, the Corporation represented and warranted to Treasury that the Corporation's Board of Directors has taken all necessary action to ensure that the transactions contemplated by the Purchase Agreement and the warrant and the consummation of the transactions contemplated thereby, including the exercise of the warrant in accordance with its terms, will be exempt from any anti-takeover or similar provisions of the Corporation's Restated Articles of Incorporation and Amended and Restated Bylaws, and any other provisions of any applicable "moratorium", "control share", "fair price", "interested stockholder" or other anti-takeover laws and regulations of any jurisdiction.

In connection with such representation and warranty, on December 8, 2008, the Corporation's Board of Directors approved an amendment to Section 8 of Article II of the Amended and Restated Bylaws to opt out of Chapter 7B of the Michigan Business Corporation Act (the "Act"), referred to as the Control Share Act, pursuant to Section 794 of the Act. The Control Share Act regulates the acquisition of "control shares" of widely held Michigan corporations. The Control Share Act establishes procedures governing "control share acquisitions." A control share acquisition is defined as an acquisition of shares by an acquirer which, when combined with other shares held by that person or entity, would give the acquirer voting power in the election of directors of the Corporation at or above any of the following thresholds: 20%, 33%, and 50%. Under the Control Share Act, an acquirer may not vote "control shares" that were acquired in a control share acquisition unless the Corporation's disinterested shareholders (defined to exclude the acquiring person, officers of the Corporation, and directors of the Corporation who are also employees of the Corporation) vote to confer voting rights on the control shares. The Control Share Act does not affect the voting rights of shares owned by an acquiring person before the control share acquisition. The Control Share Act entitles the Corporation to redeem control shares from the acquiring person under certain circumstances. In other cases, the Control Share Act confers dissenters' rights upon all of the Corporation's shareholders except the acquiring person.

Certain other provisions of the Act, referred to as the Fair Price Act, establish a statutory scheme similar to the supermajority and fair price provisions found in many corporate charters. The Fair Price Act provides that a supermajority vote of 90% of the shareholders and no less than two-thirds of the votes of noninterested shareholders must approve a "business combination." The Fair Price Act defines a "business combination" to include nearly any merger, consolidation, share exchange, sale of assets, stock issuance, liquidation, or reclassification of securities involving an "interested shareholder" or certain "affiliates" of an interested shareholder. An "interested shareholder" is generally any person who owns 10% or more of the outstanding voting shares of the Corporation. An "affiliate" is a person who directly or indirectly controls, is controlled by, or is under common control with a specified person. The Fair Price Act generally applies to the Corporation. However, in connection with the Corporation's representation and warranty made to Treasury referenced above, the Board of Directors adopted an irrevocable resolution on December 8, 2008, to provide that Section 780 of the Act, the supermajority provision of the Fair Price Act, shall not apply to any business combination with (a) Treasury, (b) any person, including any existing or future affiliates of Treasury, who becomes an interested shareholder of the Corporation as a result of acquiring shares of common stock upon exercise (in whole or in part) of the warrant, or (c) any person, including any existing or future affiliates of Treasury, who becomes an interested shareholder of the Corporation as a direct result of acquiring shares of common stock issued under the warrant from Treasury or any of Treasury's existing or future affiliates.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

3.1 Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A, filed as an amendment to the Restated Articles of Incorporation of Independent Bank Corporation on December 10, 2008.

3.2 Amended and Restated Bylaws of Independent Bank Corporation, conformed through December 8, 2008.

4.1 Form of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A.

4.2 Warrant dated December 12, 2008 to purchase shares of Common Stock of Independent Bank Corporation.

10.1 Letter Agreement, dated as of December 12, 2008, between Independent Bank Corporation and the United States Department of the Treasury, and the Securities Purchase Agreement-Standard Terms attached thereto.

10.2 Form of Letter Agreement executed by each of Michael M. Magee, Jr., Robert N. Shuster, William B. Kessel, Stefanie M. Kimball, and David C. Reglin.

10.3 Form of waiver executed by each of Michael M. Magee, Jr., Robert N.
Shuster, William B. Kessel, Stefanie M. Kimball, and David C. Reglin.

99.1 Press release dated December 12, 2008.