On August 28, 2012, the Board of Directors of Independent Bank Corporation (the "Company") authorized the grant of restricted stock units ("RSU's"), under the terms of the Company's Long-Term Incentive Plan, to certain of the Company's named executive officers (the "NEO's").

The grants are intended to reflect, and compensate for the fact that, none of the NEO's is eligible to receive incentive-based compensation or participate in the Company's annual incentive plan. The grants are also intended to promote the retention of the services of each NEO. Consistent with the later objective, none of the RSU's vest until the third anniversary of the grant date and until the Company repays, in full, its obligations under the Troubled Asset Relief Program ("TARP"). The grants were awarded in accordance with the standards set forth in the Interim Final Rule of the US Department of Treasury in connection with TARP. The grants were as follows:

       Name of Executive Officer                          Number of RSU's

       William B. Kessel, President                                 60,431
       Robert N. Shuster, EVP and CFO                               33,093
       David C. Reglin, EVP-Retail Banking                          32,517
       Stefanie M. Kimball, EVP and Chief Risk Officer              32,517
       Mark L. Collins, EVP and General Counsel                     33,093