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INDEPENDENT BANK CORPORATION FORM S-8
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        <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
 As filed with the Securities and Exchange Commission on May 24, 2002 - Registration No. 333-_____ </font></p>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SECURITIES AND EXCHANGE COMMISSION<BR>

Washington, D.C. 20549</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=5>FORM S-8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>REGISTRATION STATEMENT<BR>

UNDER<BR>

THE SECURITIES ACT OF 1933</FONT></H1>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>INDEPENDENT BANK CORPORATION</B><BR>

                               (Exact name of registrant as specified in its charter)</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=680 ALIGN=CENTER>
<TR valign=top>
<TD width=50% align=center>
         <B>Michigan</B> <BR>
(State or other jurisdiction of<BR>
incorporation or organization)
 </TD>
<td width=50% align=center>  <B> 38-2032782</B><BR>
(I.R.S. Employer Identification No.)</td>
</TR>
</TABLE>




                                      <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<B>230 W. Main Street, Ionia, Michigan 48846</B><BR>
                             (Address of Principal Executive Offices Including Zip Code)</font></p>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Independent Bank Corporation Long Term Incentive Plan</B><BR>

                                              (Full Title of the Plan)</FONT></P>

                            <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<B>Robert N. Shuster, 230 W. Main Street, Ionia, Michigan 48846</B><BR>
                                       (Name and address of agent for service)</font></p>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>(616) 527-2400</B><BR>

                            (Telephone number, including area code, of agent for service)</FONT></P>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>Copies of Communications to:</B><BR>

                                                Michael G. Wooldridge<BR>
                                      Varnum, Riddering, Schmidt &amp; Howlett LLP<BR>
                                           Bridgewater Place, P.O. Box 352<BR>
                                          Grand Rapids, Michigan 49501-0352<BR>
                                                   (616) 336-6000</FONT></P>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CALCULATION OF REGISTRATION FEE</FONT></H1>

<TABLE CELLPADDING=2 CELLSPACING=0 BORDER=1 width=90% align=center>
<TR valign=bottom align=center>
<TD width=28%>
    <B>Title of Securities<BR>
 to be Registered</B>
 </TD>
<TD width=18%>
<B>Amount to be<BR>
 Registered </B>
 </TD>
<TD width=18%>
   <B>Proposed<BR>
Maximum<BR>
Offering Price<BR>
 Per Share(1)</B>
 </TD>
<TD width=18%>
   <B>Proposed<BR>
    Maximum  <BR>
   Aggregate  <BR>
Offering Price(1)</B>
</TD>
<TD width=18%>
   <B>Amount of<BR>
Registration<BR> Fee</B>
</TD>
</TR>
<TR valign=top align=center>
<TD width=28%>
Common Stock<BR>
($1.00 Value)
 </TD>
<TD width=18%>
575,000 Shares
 </TD>
<TD width=18% align=center>
$30.18
 </TD>
<TD width=18% align=center>
$17,353,500
</TD>
<TD width=18% align=center>
$1,597
</TD>
</TR>
</TABLE>


<BR>
<TABLE WIDTH=90% align=center CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=2>
For the purpose of computing the registration fee only, the price shown is based
upon the price of $30.18 per share, the average of the high and low sale prices
for the Common Stock of the Registrant, as reported in the NASD National Market
System on May 22, 2002, in accordance with Rule 457(h).</FONT></TD>
</TR>
</table>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> </FONT></P>
<BR>
<HR SIZE=2>





<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART I<BR>
<BR>
<U>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</U></FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Information  required by Part I to be  contained  in the Section  10(a)  Prospectus  is omitted  from this
Registration  Statement in accordance  with Rule 428 of the  Securities  Act of 1933 and the Note to Part I of Form
S-8.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART II</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><U>INFORMATION REQUIRED
IN REGISTRATION STATEMENT</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 3.&nbsp;&nbsp;<U>Incorporation of Documents by Reference</U></font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  following  documents  filed with the  Securities  and  Exchange  Commission  (the  "Commission")  are
incorporated herein by reference:</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
<TD width=3%>&nbsp; </TD>
<TD width=3%>(a) </TD>
<td width=94%>The Annual
Report on Form 10-K for the Registrant for the year ended December 31,
2001.</td>
</TR>
<TR valign=top>
<TD width=3%>&nbsp; </TD>
<TD width=3%>(b) </TD>
<td width=94%>All other reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;), since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above.</td>
</TR>
<TR valign=top>
<TD width=3%>&nbsp; </TD>
<TD width=3%>(c) </TD>
<td width=94%>The  description of the  Registrant's  common stock  contained in the  Registrant's  Registration
Statement (File No. 0-7818 ) filed pursuant to Section 12(b) of the Exchange Act.</td>
</TR>
</TABLE>



         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All other reports or documents  filed by the Registrant  pursuant to the  requirements  of Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act,  subsequent  to the date  hereof  and prior to the  termination  of the
offering of the securities  offered hereby shall be deemed to be incorporated by reference  herein and to be a part
hereof from the date of filing of such reports or  documents.  Any statement  contained in a document  incorporated
herein by reference  shall be deemed to be modified or superseded  for purposes of this  Registration  Statement to
the extent that a  statement  contained  herein  modifies or  supersedes  such  statement.  Any such  statement  so
modified or  superseded  shall not be deemed,  except as so modified or  superseded,  to  constitute a part of this
Registration Statement.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 4.&nbsp;&nbsp;<U>Description of Securities</U></font></p>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The class of securities to be offered is registered under Section 12 of the Exchange Act.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 5.&nbsp;&nbsp;<U>Interests of Named Experts and Counsel</U></font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 6.&nbsp;&nbsp;<U>Indemnification of Directors and Officers</U></font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Articles of  Incorporation  of the Registrant  provide that its directors and officers are required to
be indemnified as of right to the fullest extent  permitted  under the Michigan  Business  Corporation Act ("MBCA")
in connection with any actual or threatened  civil,  criminal,  administrative  or  investigative  action,  suit or
proceeding  (whether  brought by or in the name of the  Registrant,  a subsidiary or otherwise) in which a director
or officer is a witness or which is brought  against a director  or officer in his or her  capacity  as a director,
officer, employee, agent or fiduciary of the Registrant or of any corporation,  partnership,  joint venture, trust,
employee  benefit  plan or other  enterprise  which the  director  or officer  was  serving  at the  request of the
Registrant.  Persons who are not directors or officers of the  Registrant  may be similarly  indemnified in respect
of said service to the extent  authorized by the Board of Directors of the Registrant.  Under the MBCA,  directors,
officers,  employees or agents are entitled to indemnification  against expenses (including attorney fees) whenever
they  successfully  defend  legal  proceedings  brought  against  them by  reason of the fact that they hold such a
position  with the  Registrant.  In  addition,  with  respect  to  actions  not  brought  by or in the right of the
Registrant,  indemnification is permitted under the MBCA for expenses (including attorney fees), judgments,  fines,
penalties and reasonable  settlements if it is determined  that the person  seeking  indemnification  acted in good
faith  and in a  manner  he or she  reasonably  believed  to be in and not  opposed  to the  best  interest  of the
Registrant or its  shareholders  and, with respect to criminal  proceedings,  he or she had no reasonable  cause to
believe  that  his or her  conduct  was  unlawful.  With  respect  to  actions  brought  by or in the  right of the
Registrant,  indemnification  is permitted  under the MBCA for expenses  (including  attorney  fees) and reasonable
settlement,  if it is determined that the person seeking  indemnification acted in good faith and in a manner he or
she  reasonably  believed to be in and not  opposed to the best  interest of the  Registrant  or its  shareholders;
provided,  indemnification  is not permitted if the person is found liable to the  Registrant,  unless the court in
which the action or suit was brought has  determined  that  indemnification  is fair and  reasonable in view of all
the circumstances of the case.</FONT></P>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-1 </FONT></P>
<BR>
<HR SIZE=2>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The MBCA and the  Registrant's  Articles  of  Incorporation  also  authorize  the  Registrant  to  provide
indemnification  broader  than that set  forth in the MBCA and the  Articles  of  Incorporation.  Pursuant  to this
authority,  the Registrant has entered into  indemnification  agreements with each of its directors,  which provide
for the prompt  indemnification  to the fullest extent  permitted by applicable law and for the prompt  advancement
of expenses,  including  reasonable  attorney fees,  incurred in connection with any proceeding in which a director
is a witness or which is brought  against a director  in his or her  capacity  as a  director,  officer,  employee,
agent or fiduciary of the Registrant or of any corporation,  partnership,  joint venture,  trust,  employee benefit
plan or other  enterprise  which the  director  is serving at the  request of the  Registrant.  Indemnification  is
permitted for expenses and  reasonable  settlement  amounts  incurred in connection  with a proceeding by or in the
right of the Registrant and for expenses,  judgments,  penalties,  fines and reasonable settlement amounts incurred
in  connection  with the  proceeding  other than by or in the right of the  Registrant.  Indemnification  under the
indemnity  agreements  is  conditioned  on the  director  having  acted in good  faith  and in a  manner  he or she
reasonably  believes  to be in or not opposed to the best  interest  of the  Registrant  and,  with  respect to any
criminal  proceeding,  he or she had no reasonable  cause to believe his or her conduct was unlawful.  The Articles
of  Incorporation  of the  Registrant  also limit the personal  liability of members of its Board of Directors  for
monetary  damages with respect to claims by the Registrant or its  shareholders  resulting  from certain  negligent
acts or omissions.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 7.&nbsp;&nbsp;<U>Exemption from Registration Claimed</U>.</font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 8.&nbsp;&nbsp;<U>Exhibits</U>.</font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to the Exhibit Index which appears on page S-6.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 9.&nbsp;&nbsp;<U>Undertakings</U>.</font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file,  during any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement:</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" size=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</FONT></P>


                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To reflect in the  prospectus  any facts or events  arising after the effective  date of
the registration  statement (or the most recent  post-effective  amendment  thereof) which,  individually or in the
aggregate, represents a fundamental change in the information set forth in the registration statement;</font></p>

                  <P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To  include  any  material  information  with  respect to the plan of  distribution  not
previously  disclosed in the registration  statement or any material change to such information in the registration
statement;  provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8 or Form F-3 and the  information  required  to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic  reports filed by the registrant  pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the purpose of determining  any liability  under the Securities Act of 1933,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-2 </FONT></P>
<BR>
<HR SIZE=2>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from  registration by means of a  post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned  registrant  hereby  undertakes  that, for purposes of determining any liability under the
Securities Act of 1933,  each filing of the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
of the  Securities  Exchange Act of 1934, and each filing of an employee  benefit plan's annual report  pursuant to
Section  15(d) of the  Securities  Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement shall be deemed to be a new registration  statement relating to the securities  offered therein,  and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as  indemnification  for liabilities  arising under the Securities Act of 1933 may be permitted to
directors,  officers and controlling persons of the Registrant pursuant to the foregoing provisions,  or otherwise,
the  Registrant  has  been  advised  that  in  the  opinion  of  the  Securities  and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim for  indemnification  against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling  person of the Registrant in the successful  defense of any
action,  suit or  proceeding) is asserted by such director,  officer or controlling  person in connection  with the
securities  being  registered,  the  Registrant  will,  unless in the  opinion of its  counsel  the matter has been
settled  by  controlling  precedent,  submit to a court of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is  against  public  policy  as  expressed  by the Act and  will be  governed  by the  final
adjudication of such issue.</FONT></P>




<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>



<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-3 </FONT></P>
<BR>
<HR SIZE=2>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SIGNATURES</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  Registrant  certifies  that it has
reasonable  grounds to believe  that it meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration Statement to be signed on its behalf by the undersigned,  thereunto duly authorized,  in the City
of Ionia, State of Michigan, on the 21st day of May, 2002.</FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
<TD width=50%>&nbsp;</TD>
<td width=50%><B>INDEPENDENT BANK CORPORATION</B></td>
</TR>
</table>
<BR><BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
<TD width=50%>&nbsp;</TD>
<td width=4%><B>By</B></td>
<TD width=46%>
/s/ Charles C. Van Loan<BR>
<hr size=1 noshade>
<B>Charles C. Van Loan, President and Chief Executive Officer</B></td>
</tr>
</TABLE>
 <BR>
<BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>POWER OF
ATTORNEY</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW ALL MEN BY THESE PRESENTS</B>,  that each person whose signature  appears below  constitutes and appoints
Robert N. Shuster and Charles C. Van Loan, and each of them, his true and lawful  attorney-in-fact  and agent, with
full  power  of  substitution  and  resubstitution,  for him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments (including  post-effective  amendments) to this Registration  Statement
and to file the same, with all exhibits thereto, and other documents in connection  therewith,  with the Securities
and Exchange Commission and any other regulatory  authority,  granting unto said  attorney-in-fact  and agent, full
power and  authority to do and perform each and every act and thing  required and necessary to be done in and about
the  premises,  as fully to all  intents  and  purposes  as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent,  or his  substitute,  may lawfully do or cause to be done by
virtue hereof.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed
below on May 21, 2002, by the following persons in the capacities indicated.</FONT></P>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>

<TR valign=top>
<TD width=45%>
/s/ Charles C. Van Loan<BR>
<hr size=1 noshade>
Charles C. Van Loan, Director, President and Chief<BR>
Executive Officer (Principal Executive Officer)<BR>&nbsp;<BR>&nbsp;</TD>
<TD width=10%>&nbsp;</TD>
<TD width=45%>
/s/ Robert N. Shuster<BR>
<hr size=1 noshade>
Robert N. Shuster, Executive Vice President<BR>
and Chief Financial Officer<BR>&nbsp;<BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD width=45%>
/s/ James J. Twarozynski <BR>
<hr size=1 noshade>
James J. Twarozynski, Senior Vice President and<BR>Controller<BR>&nbsp;<BR>&nbsp;</TD>
<TD width=10%>&nbsp;</TD>
<TD width=45%>
/s/ Charles A. Palmer<BR>
<hr size=1 noshade>
Charles A. Palmer, Director<BR>&nbsp;<BR>&nbsp;</TD>
</TR>


<TR valign=top>
<TD width=45%>
/s/ Jeffrey A. Bratsburg<BR>
<hr size=1 noshade>
Jeffrey A. Bratsburg, Director<BR>&nbsp;<BR>&nbsp;</TD>
<TD width=10%>&nbsp;</TD>
<TD width=45%>
/s/ Terry L. Haske <BR>
<hr size=1 noshade>
Terry L. Haske, Director<BR>&nbsp;<BR>&nbsp;</TD>
</TR>

<TR valign=top>
<TD width=45%>
&nbsp; <BR>
<hr size=1 noshade>
Robert L. Hetzler, Director <BR>&nbsp;<BR>&nbsp;</TD>
<TD width=10%>&nbsp;</TD>
<TD width=45%>
&nbsp;<BR>
<hr size=1 noshade>
Thomas F. Kohn, Director<BR>&nbsp;<BR>&nbsp;</TD>
</tr>

<TR valign=top>
<TD width=45%>
/s/ Robert J. Leppink <BR>
<hr size=1 noshade>
Robert J. Leppink, Director<BR>&nbsp;<BR>&nbsp;</TD>
<TD width=10%>&nbsp;</TD>
<TD width=45%>
/s/ Arch V. Wright, Jr. <BR>
<hr size=1 noshade>
Arch V. Wright, Director<BR>&nbsp;<BR>&nbsp;</TD>
</TR>
</table>

<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=1>
::ODMA\PCDOCS\GRR\692027\1</font></p>

<BR><BR><BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-4 </FONT></P>
<BR>
<HR SIZE=2>



<P align=right><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<B>Exhibit 23.1</B></font></p>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Independent Auditors' Consent<BR>
<BR>
<BR>
The Board of Directors<BR>
Independent Bank Corporation:</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>We consent to the
incorporation by reference in this registration statement on Form S-8 of
Independent Bank Corporation of our report dated February 2, 2002, with respect
to the consolidated statements of financial condition of Independent Bank
Corporation and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, shareholders&#146; equity, comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 2001, which report is incorporated by reference in the December 31,
2001, annual report on Form 10-K of Independent Bank Corporation and to the
reference to our firm under the heading &#147;Experts&#148; in the registration
statement on Form S-8. Our report refers to a change in accounting for
derivative financial instruments and hedging activities in 2001. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
KPMG LLP<BR>
Detroit, Michigan<BR>
May 23, 2002</font></p>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>



<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-5 </FONT></P>
<BR>
<HR SIZE=2>







<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT INDEX</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed as a part of the Registration Statement:</FONT></P>

<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR valign=top>
<TD width=10%>Exhibit 4</TD>
<TD width=90%>Independent Bank Corporation Long Term Incentive Plan, as Amended<BR>&nbsp;</td>
</TR>

<TR valign=top>
<TD width=10%>Exhibit 5</TD>
<TD width=90%>Opinion  of  Varnum,  Riddering,  Schmidt &amp;  Howlett  LLP with  respect  to the
                  legality of the securities being registered<BR>&nbsp;</td>
</TR>

<TR valign=top>
<TD width=10%>Exhibit 23.1</TD>
<TD width=90%>Consent of KPMG LLP included on page S-5 hereof<BR>&nbsp;</td>
</TR>

<TR valign=top>
<TD width=10%>Exhibit 23.2</TD>
<TD width=90%>Consent of Varnum, Riddering,  Schmidt &amp; Howlett LLP (included with the opinion
                  filed as Exhibit 5)<BR>&nbsp;</td>
</TR>

<TR valign=top>
<TD width=10%>Exhibit 24</TD>
<TD width=90%>Power of Attorney - included on page S-4 hereof<BR>&nbsp;</td>
</TR>
</table>


<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> S-6 </FONT></P>
<BR>
<HR SIZE=2>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>APPENDIX 4</FONT></H1>
<BR>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT 4</FONT></H1>
<BR>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INDEPENDENT
BANK CORPORATION</FONT></H1>
<BR>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>LONG-TERM
INCENTIVE PLAN</FONT></H1>

<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TABLE OF
CONTENTS</FONT></H1>

<pre>
                                                                                                    <B>Page</B>
                                                                                                    ----
<B>ARTICLE 1     ESTABLISHMENT AND PURPOSE OF THE PLAN</B>....................................................1
     1.1      Establishment of the Plan................................................................1
              -------------------------
     1.2      Purpose of the Plan......................................................................1
              -------------------
     1.3      Term of Plan.............................................................................1
              ------------
<B>ARTICLE 2     DEFINITIONS</B>..............................................................................1
<B>ARTICLE 3     ADMINISTRATION</B>...........................................................................3
     3.1      The Committee............................................................................3
              -------------
     3.2      Committee Authority......................................................................3
              -------------------
<B>ARTICLE 4     COMMON STOCK SUBJECT TO THE PLAN</B>.........................................................4
<B>ARTICLE 5     ELIGIBILITY</B>..............................................................................4
<B>ARTICLE 6     STOCK OPTIONS</B>............................................................................4
     6.1      Options..................................................................................5
              -------
     6.2      Grants...................................................................................5
              ------
     6.3      Incentive Stock Options..................................................................5
              -----------------------
     6.4      Terms of Options.........................................................................5
              ----------------
     6.5      Reload Options...........................................................................7
              --------------
<B>ARTICLE 7     STOCK APPRECIATION RIGHTS</B>................................................................7
     7.1      Grant of SARs............................................................................7
              -------------
     7.2      Payment of SAR Amount....................................................................7
              ---------------------
     7.3      Nontransferability.......................................................................7
              ------------------
<B>ARTICLE 8     RESTRICTED STOCK</B>.........................................................................7
     8.1      Awards of Restricted Stock...............................................................7
              --------------------------
     8.2      Awards and Certificates..................................................................8
              -----------------------
     8.3      Restrictions and Conditions..............................................................8
              ---------------------------
<B>ARTICLE 9     PERFORMANCE SHARES</B>.......................................................................9
     9.1      Award of Performance Shares..............................................................9
              ---------------------------
     9.2      Terms and Conditions.....................................................................9
              --------------------
<B>ARTICLE 10    OTHER STOCK-BASED AWARDS</B>.................................................................9
     10.1     Other Awards.............................................................................9
              ------------
     10.2     Terms and Conditions.....................................................................9
              --------------------
<B>ARTICLE 11    TERMINATION OR AMENDMENT OF THE PLAN</B>....................................................10
<B>ARTICLE 12    UNFUNDED PLAN</B>...........................................................................10
<B>ARTICLE 13    ADJUSTMENT PROVISIONS</B>...................................................................10
     13.1     Antidilution............................................................................10
              ------------
     13.2     Change in Control.......................................................................11
              -----------------
     13.3     Adjustments by Administrator............................................................11
              ----------------------------
<B>ARTICLE 14    GENERAL PROVISIONS</B>......................................................................11
     14.1     Legend..................................................................................11
              ------
     14.2     No Right to Employment..................................................................11
              ----------------------
     14.3     Withholding of Taxes....................................................................11
              --------------------
     14.4     No Assignment of Benefits...............................................................11
              -------------------------
     14.5     Governing Law...........................................................................12
              -------------
     14.6     Application of Funds....................................................................12
              --------------------
     14.7     Rights as a Shareholder.................................................................12
              -----------------------
</pre>


<BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> i </FONT></P>
<BR>
<HR SIZE=2>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INDEPENDENT BANK CORORATION<BR>

LONG-TERM INCENTIVE PLAN</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 1<BR>

ESTABLISHMENT AND PURPOSE OF THE PLAN</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Establishment  of  the  Plan</U>.   Independent  Bank  Corporation,   a  Michigan   corporation  (the
"Company"),  hereby  establishes an incentive  compensation  plan to be known as the "Independent  Bank Corporation
Long-Term  Incentive  Plan" (the  "Plan"),  as set forth in this  document.  The Plan permits the granting of stock
options,  stock  appreciation  rights,  restricted  stock,  and other  stock-based  awards to key  employees of the
Company and its  Subsidiaries,  as well as Directors  and  Consultants.  Upon approval by the Board of Directors of
the Company,  subject to ratification  by the affirmative  vote of holders of a majority of shares of the Company's
Common Stock present and entitled to vote at the 2002 Annual Meeting of  Shareholders,  the Plan shall be effective
as of April 1, 2002 (the "Effective Date").</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Purpose  of the  Plan</U>.  The  purpose  of the Plan is to  promote  the  long-term  success  of the
Company for the benefit of the Company's shareholders,  through stock-based compensation,  by aligning the personal
interests of Plan  Participants  with those of its  shareholders.  The Plan is designed to allow Plan  Participants
to  participate  in the  Company's  future,  as well as to enable  the  Company to  attract,  retain and award such
individuals.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Term  of  Plan</U>.  No  Awards  shall  be  granted  pursuant  to the  Plan  on or  after  the  tenth
anniversary  of the Effective Date  ("Termination  Date"),  provided that Awards  granted prior to the  Termination
Date may extend beyond that date.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 2<BR>

DEFINITIONS</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Plan, the following terms shall have the meanings set forth below:</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Administrator"  shall mean the Board or any of the Committees  designated to administer the Plan
in accordance with Section 3.1 of the Plan.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Award"  shall  mean any  award  under  this  Plan of any  Options,  Stock  Appreciation  Rights,
Restricted Stock, Performance Shares or Other Stock-Based Award.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Award  Agreement"  shall mean an  agreement  evidencing  the grant of an Award  under this Plan.
Awards  under  the Plan  shall be  evidenced  by Award  Agreements  that set  forth  the  details,  conditions  and
limitations  for each Award, as established by the  Administrator  and shall be subject to the terms and conditions
of the Plan.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Award Date" shall mean the date that an Award is made, as specified in an Award Agreement.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Board" shall mean the Board of Directors of the Company.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Code" shall mean the Internal Revenue Code of 1986, as amended.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Employee"  shall mean any person  employed by the Company or a Subsidiary.  Neither service as a
Director nor the payment of a Director's  fee by the Company shall be  sufficient  to constitute  employment by the
Company.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Committee"  shall mean one of the Committees,  as specified in Article 3, appointed by the Board
to administer the Plan.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> </FONT></P>
<BR>
<HR SIZE=2>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Common Stock" shall mean the Common Stock, par value $1.00 per share, of the Company.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Consultant"  shall mean any person or entity  engaged by the Company or a  Subsidiary  to render
services to the Company or that Subsidiary.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Director"  shall  mean a member  of the  Board  or a  member  of the  Board  of  Directors  of a
Subsidiary.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Disability"  shall  mean  permanent  and  total  disability  as  determined  under the rules and
guidelines established by the Committee for purposes of the Plan.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Fair Market Value" shall be the closing sale price of the  Company's  Common Stock for such date
on the National  Association of Securities  Dealers Automated  Quotation System or any successor system then in use
(NASDAQ).  If no sale of shares of Common  Stock is reflected  on NASDAQ on a date,  "Fair  Market  Value" shall be
determined  according  to the closing sale price on the next  preceding  day on which there was a sale of shares of
Common Stock reflected on NASDAQ.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Incentive  Stock  Option"  or "ISO"  shall  mean an option to  purchase  shares of Common  Stock
granted  under  Article  6,  which  is  designated  as an  Incentive  Stock  Option  and is  intended  to meet  the
requirements of Section 422 of the Code.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.15&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Insider"  shall mean an employee who is an officer (as defined in Rule  16a-1(f) of the Exchange
Act) or  Director,  or holder of more than ten percent  (10%) of its  outstanding  shares of the  Company's  Common
Stock.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.16&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Nonemployee  Director"  shall mean a person who  satisfies (1) the  definition  of  "Nonemployee
Director"  within the  meaning  set forth in Rule  16b-3(b)(3),  as  promulgated  by the  Securities  and  Exchange
Commission  (the  "SEC")  under  the  Securities  Exchange  Act of 1934  (the  "Exchange  Act"),  or any  successor
definition  adopted by the SEC, or (2) the  definition of "outside  director"  within the meaning of Section 162(m)
of the Code.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Nonqualified  Stock  Option" or "NQSO" shall mean an option to purchase  shares of Common Stock,
granted under Article 6, which is not an Incentive Stock Option.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.18&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Option" means an Incentive Stock Option or a Nonqualified Stock Option.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.19&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Option  Price"  shall  mean the price at which a share of Common  Stock  may be  purchased  by a
Participant pursuant to an Option, as determined by the Committee.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.20&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Other  Stock-Based  Award"  shall mean an Award under  Article 10 of this Plan that is valued in
whole or in part by reference to, or is payable in or otherwise based on, Common Stock.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.21&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Participant"  shall mean an employee of the Company or a  Subsidiary,  a Director or  Consultant
who holds an outstanding Award granted under the Plan.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.22&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Performance  Shares" shall mean an Award granted  under  Article 9 of this Plan  evidencing  the
right to receive Common Stock or cash of an equivalent value at the end of a specified performance period.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.23&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Permitted  Transferee"  means (i) the spouse,  children or grandchildren of a Participant  (each
an "Immediate Family Member"),  (ii) a trust or trusts for the exclusive  benefit of the Participant  and/or one or
more Immediate Family Members,  or (iii) a partnership or limited  liability company whose only partners or members
are the Participant and/or one or more Immediate Family Members.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.24&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Restricted Stock" shall mean an Award granted to a Participant under Article 8 of this Plan.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.25&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Retirement"  shall mean the  termination  of a  Participant's  employment  with the Company or a
Subsidiary after the Participant attains the age of 55.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>





         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.26&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a Participant  under Article
7 of this Plan.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.27&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Subsidiary"  shall mean any  corporation  in which the  Company  owns  directly,  or  indirectly
through  subsidiaries,  at least fifty percent (50%) of the total combined voting power of all classes of stock, or
any other entity  (including,  but not limited to,  partnerships  and joint  ventures) in which the Company owns at
least fifty percent (50%) of the combined equity thereof.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.28&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"Termination  of  Service"  shall  mean the  termination  of an  Employee's  employment  with the
Company or a  Subsidiary.  An Employee  employed by a  Subsidiary  shall also be deemed to incur a  Termination  of
Service if the Subsidiary  ceases to be a Subsidiary and the Participant does not immediately  thereafter become an
employee  of the  Company  or  another  Subsidiary.  With  respect  to a  Participant  that  is  not  an  Employee,
Termination of Service shall mean the  termination of the person's  service as a Director or as a Consultant to the
Company or a Subsidiary.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 3<BR>

ADMINISTRATION</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>The Committee</U>.  The Plan may be  administered  by different  Committees with respect to different
groups of Plan  Participants.  To the  extent  that the  Administrator  determines  it to be  desirable  to qualify
Awards  granted  hereunder as  "performance-based  compensation"  within the meaning of Section 162(m) of the Code,
the Plan shall be administered by a committee of two or more  Non-Employee  Directors.  To the extent  desirable to
qualify  transactions  hereunder as exempt  under Rule 16b-3,  the  transactions  contemplated  hereunder  shall be
structured to satisfy the  requirements  for exemption  under Rule 16b-3.  Other than as provided  above,  the Plan
shall be  administered  by (a) the Board,  or (b) a Committee,  which Committee shall be constituted to satisfy the
foregoing conditions.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Committee  Authority</U>.  Subject  to the  Company's  Articles  of  Incorporation,  Bylaws  and  the
provisions  of this Plan,  the  Administrator  shall have full  authority to grant  Awards to key  Employees of the
Company or a Subsidiary,  as well as Directors  and  Consultants,  provided  that Awards  covering more than twenty
percent  (20%)  of  Plan  Shares  shall  not be  made  to any  one  Employee.  Awards  may be  granted  singly,  in
combination, or in tandem. The authority of the Administrator shall include the following:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To select the key  employees of the Company or a  Subsidiary,  Directors or  Consultants
to whom Awards may be granted under the Plan;</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To determine whether and to what extent Options, Stock Appreciation Rights,
Restricted Stock, Performance Shares and Other Stock-Based Awards, or any
combination thereof are to be granted under the Plan; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To determine the number of shares of Common Stock to be covered by each Award; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To determine the terms and conditions of any Award Agreement, including, but not
limited to, the Option Price, any vesting restriction or limitation, any vesting
schedule or acceleration thereof, or any forfeiture restrictions or waiver
thereof, regarding any Award and the shares of Common Stock relating thereto,
based on such factors as the Administrator shall determine in its sole
discretion;  </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To determine whether, to what extent and under what circumstances grants of
Awards are to operate on a tandem basis and/or in conjunction with or apart from
other cash compensation arrangement made by the Company other than under the
terms of this Plan;  </FONT>
</TD>
</TR>
</TABLE>
<BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>


<BR><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To determine  under what  circumstances  an Award may be settled in cash,  Common Stock,
or a combination thereof; and </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To determine to what extent and under what circumstances shares of Common Stock
and other amounts payable with respect to an Award shall be deferred.</FONT>
</TD>
</TR>
</TABLE>



         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Administrator  shall  have the  authority  to adopt,  alter and  repeal  such  administrative  rules,
guidelines  and  practices  governing the Plan as it shall,  from time to time,  deem  advisable,  to interpret the
terms and  provisions  of the Plan and any Award  issued  under the Plan  (including  any Award  Agreement)  and to
otherwise  supervise the  administration  of the Plan. A majority of the any Committee  shall  constitute a quorum,
and the acts of a majority of a quorum at any  meeting,  or acts reduced to or approved in writing by a majority of
the members of any Committee,  shall be the valid acts of any Committee.  The  interpretation  and  construction by
any  Committee of any  provisions  of the Plan or any Award  granted under the Plan shall be final and binding upon
the Company,  the Board and  Participants,  including their respective heirs,  executors and assigns.  No member of
the Board or any Committee shall be liable for any action or  determination  made in good faith with respect to the
Plan or an Award granted  hereunder.  Notwithstanding  the  foregoing,  without the prior approval of the Company's
shareholders,  neither  the  Committee  nor the Board of  Directors  shall have the  authority  to lower the option
exercise  price of previously  granted  Awards,  whether by means of the amendment of previously  granted Awards or
the replacement or regrant, through cancellation, of previously granted Awards.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 4<BR>

COMMON STOCK
SUBJECT TO THE PLAN</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to  adjustment  as provided in Section  13.1,  the  maximum  aggregate  number of shares of Common
Stock which may be issued under this Plan,  which may be either  unauthorized  and unissued  Common Stock or issued
Common Stock  reacquired by the Company ("Plan  Shares")  shall be 575,000  Shares.  Not more than fifteen  percent
(15%) of the Plan Shares may be issued to Plan Participants as Restricted Stock.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Determinations  as to the number of Plan Shares that remain  available  for issuance  under the Plan shall
be made in accordance  with such rules and procedures as the  Administrator  shall  determine from time to time. If
an Award expires  unexercised  or is forfeited,  cancelled,  terminated or settled in cash in lieu of Common Stock,
the shares of Common Stock that were theretofore  subject (or potentially  subject) to such Award may again be made
subject to an Award  Agreement.  In addition,  Shares from the  following  sources  shall be added to the number of
Plan Shares available for issuance under the Plan:</FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any Shares of the Company&#146;s Common Stock surrendered in payment of the
exercise price of Options or to pay the tax withholding obligations incurred
upon the exercise of Options; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Options  withheld to pay the  exercise  price or tax  withholding  obligations  incurred
upon the exercise of Options; and </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The number of Shares repurchased by the Company in the open market or otherwise
having an aggregate purchase price no greater than the cash proceeds received by
the Company from the sale of shares of the Company&#146;s stock under the Plan. </FONT>
</TD>
</TR>
</TABLE>
<BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 5<BR>

ELIGIBILITY</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  persons  who  shall  be  eligible  to  receive  Awards  under  the  Plan  shall  be  selected  by the
Administrator  from time to time. In making such  selections,  the  Administrator  shall consider the nature of the
services  rendered by such  persons,  their  present and potential  contribution  to the Company's  success and the
success of the  particular  Subsidiary of the Company by which they are employed or to whom they provide  services,
and such other factors as the  Administrator  in its  discretion  shall deem relevant.  Participants  may hold more
than one Award,  but only on the terms and subject to the  restrictions  set forth in the Plan and their respective
Award  Agreements.  No Participant may receive Awards under the Plan covering more than  twenty-five  percent (25%)
of Plan Shares.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 6<BR>

STOCK OPTIONS</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Options</U>.  Options may be granted  alone or in addition to other Awards  granted  under this Plan.
Each Option  granted  under this Plan shall be either an  Incentive  Stock  Option  (ISO) or a  Nonqualified  Stock
Option (NQSO).</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Grants</U>.  The  Administrator  shall have the  authority  to grant to any  Participant  one or more
Incentive  Stock  Options,  Nonqualified  Stock  Options,  or both types of Options.  To the extent that any Option
does not qualify as an  Incentive  Stock Option  (whether  because of its  provisions  or the time or manner of its
exercise or  otherwise),  such Option or the portion  thereof  which does not qualify  shall  constitute a separate
Nonqualified Stock Option.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Incentive Stock Options</U>.  Anything in the Plan to the contrary  notwithstanding,  no term of this
Plan relating to Incentive  Stock Options shall be  interpreted,  amended or altered,  nor shall any  discretion or
authority  granted under the Plan be so exercised,  so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the  Participants  affected,  to disqualify  any  Incentive  Stock Option under such Section
422.  An  Incentive  Stock  Option  shall not be granted to an  individual  who,  on the date of grant,  owns stock
possessing  more  than ten  percent  (10%) of the  total  combined  voting  power  of all  classes  of stock of the
Company.  The  aggregate  Fair  Market  Value,  determined  on the Award  Date of the  shares of Common  Stock with
respect to which one or more  Incentive  Stock  Options (or other  incentive  stock  options  within the meaning of
Section 422 of the Code,  under all other option plans of the Company)  granted on or after  January 1, 1987,  that
are  exercisable  for the first time by a  Participant  during  any  calendar  year  shall not exceed the  $100,000
limitation imposed by Section 422(d) of the Code.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Terms of Options</U>.  Options  granted  under the Plan shall be  evidenced  by Award  Agreements  in
such form as the Administrator  shall, from time to time approve,  which Agreement shall comply with and be subject
to the following terms and conditions:</FONT></P>


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<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Option Price</U>. The Option Price per share of Common Stock purchasable
under an Option shall be determined by the Committee at the time of grant but
shall be not less than one hundred percent (100%) of the Fair Market Value of
the Common Stock at the Award Date. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Option Term</U>. The term of each Option shall be fixed by the Administrator,
provided that no Option that has been designated as an Incentive Stock Option
shall be exercisable more than ten (10) years after the date the Option is
granted. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Exercisability</U>. Except as provided in Section 13.2, no Option shall be
exercisable either in whole or in part prior to the first anniversary of the
Award Date. Thereafter, an Option shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Administrator
and set forth in the Award Agreement. If the Administrator provides that any
Option is exercisable only in installments, the Administrator may at any time
waive such installment exercise provisions, in whole or in part, based on such
factors as the Administrator may determine. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Method of Exercise</U>. Subject to whatever installment exercise and waiting
period provisions apply under subsection (c) above, Options may be exercised in
whole or in part at any time during the term of the Option, by giving written
notice of exercise to the Company specifying the number of shares to be
purchased. Such notice shall be accompanied by payment in full of the purchase
price in such form as the Administrator may accept. Notwithstanding the
foregoing, an Option shall not be exercisable with respect to less than 100
shares of Common Stock unless the remaining shares covered by an Option are
fewer than 100 shares. If and to the extent determined by the Administrator in
its sole discretion at or after grant, payment in full or in part may also be
made in the form of Common Stock owned by the Participant (and for which the
Participant has good title free and clear of any liens and encumbrances and with
respect to any shares of Common Stock acquired upon the exercise of an Option,
has been held by the Optionee for a period of at least six (6) consecutive
months), or by reduction in the number of shares issuable upon such exercise
based, in each case, on the Fair Market Value of the Common Stock on the last
trading date preceding payment as determined by the Administrator. No shares of
stock shall be issued until payment has been made. A Participant shall generally
have the rights to dividends or other rights of a shareholder with respect to
shares subject to the Option when the person exercising such option has given
written notice of exercise, has paid for such shares as provided herein, and, if
requested, has given the representation described in Section&#160;13.1 of the
Plan.</FONT>
</TD>
</TR>
</TABLE>
<BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3> </FONT></P>
<BR>
<HR SIZE=2>

<BR><BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Transferability of Options</U>. No Option may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, provided, however, the Administrator may, in
its discretion, authorize all or a portion of a Nonqualified Stock Option to be
granted to an optionee to be on terms which permit transfer by such optionee to
a Permitted Transferee, provided that (i) there may be no consideration for any
such transfer (other than the receipt of or interest in a family partnership or
limited liability company), (ii) the Award Agreement pursuant to which such
Options are granted must be approved by the Administrator, and must expressly
provide for transferability in a manner consistent with this Section 6.4(e), and
(iii) subsequent transfers of transferred Options shall be prohibited except
those in accordance with Section&#160;6.4(h). Following transfer, any such
Options shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. The events of termination of service
of Sections 6.4(f), (g) and (h) hereof, and the tax withholding obligations of
Section 14.3 shall continue to be applied with respect to the original optionee,
following which the Options shall be exercisable by the Permitted Transferee
only to the extent, and for the periods specified in Sections 6(f), (g), and
(h). The Company shall not be obligated to notify Permitted Transferee(s) of the
expiration or termination of any Option. Further, all Options shall be
exercisable during the Participant&#146;s lifetime only by such Participant and,
in the case of a Nonqualified Stock Option, by a Permitted Transferee. The
designation of a person entitled to exercise an Option after a person&#146;s
death will not be deemed a transfer. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Service for Reasons other than Retirement, Disability, or
Death</U>. Upon termination of Service for any reason other than Retirement or
on account of Disability or death, each Option held by the Participant shall, to
the extent rights to purchase shares under such Option have accrued at the date
of such Termination of Service and shall not have been fully exercised, be
exercisable, in whole or in part, at any time for a period of no more than three
(3) months following Termination of Service, subject, however, to prior
expiration of the term of such Options and any other limitations on the exercise
of such Options in effect at the date of exercise. Whether an authorized leave
of absence or absence because of military or governmental service shall
constitute Termination of Service for such purposes shall be determined by the
Administrator, which determination shall be final and conclusive. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Service for Retirement or Disability</U>. Upon Termination of
Service by reason of Retirement or Disability, each Option held by such
Participant shall, to the extent rights to purchase shares under the Option have
accrued at the date of such Retirement or Disability and shall not have been
fully exercised, remain exercisable in whole or in part during the original term
of such Options held by that Participant.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Service for Death</U>. Upon Termination of Service due to
death, each Option held by such Participant or Permitted Transferee shall, to
the extent rights to purchase shares under the Options have accrued at the date
of death and shall not have been fully exercised, be exercisable, in whole or in
part, by the personal representative of the estate of the Participant or
Permitted Transferee or by any person or persons who shall have acquired the
Option directly from the Participant or Permitted Transferee by bequest or
inheritance at any time during the twelve (12) month period following death,
subject, however, in any case, to the prior expiration of the term of the Option
and any other limitation on the exercise of such Option in effect at the date of
exercise.</FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Options</U>. Any Option that is not exercised within whichever
of the exercise periods specified in Sections 6.4(f), (g) or (h) is applicable
shall terminate upon expiration of such exercise period.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Purchase and Settlement Provisions</U>. The Administrator may at any time
offer to purchase an Option previously granted, based on such terms and
conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made. In addition, if an Award
Agreement so provides at the Award Date or is thereafter amended to so provide,
the Administrator may require that all or part of the shares of Common Stock to
be issued with respect to the exercise of an Option, in an amount not greater
than the Fair Market Value of the shares that is in excess of the aggregate
Option Price, take the form of Performance Shares, which shall be valued on the
date of exercise on the basis of the Fair Market Value of such Performance
Shares determined without regard to the deferral limitations and/or forfeiture
restrictions involved.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Reload  Options</U>.  Without in any way  limiting  the  authority  of the  Committee  to make grants
hereunder,  and in order to induce  employees to retain  ownership of shares of Common Stock,  the Committee  shall
have the  authority  (but not an  obligation)  to include  within any Award  Agreement  a provision  entitling  the
Participant  to a further  Option (a "Reload  Option") if the  Participant  exercises  the Option  evidenced by the
Award Agreement,  in whole or in part, by surrendering  shares of Common Stock previously owned by the Participant,
in accordance  with this Plan and the terms and  conditions of the Award  Agreement.  A Reload Option shall entitle
a Participant  to purchase a number of shares of Common Stock equal to the number of such shares so delivered  upon
exercise of the original  Option and, in the discretion of the Committee,  the number of shares,  if any,  tendered
to the Company to satisfy any  withholding  tax liability  arising in connection  with the exercise of the original
Option.  A Reload Option  shall:  (a) have an Option Price of not less than one hundred  percent  (100%) of the per
share  Fair  Market  Value of the  Common  Stock on the date of grant of such  Reload  Option;  (b) have a term not
longer than the remaining term of the original Option at the time of exercise  thereof;  (c) become  exercisable if
the shares acquired upon exercise of the original  Option are held for a minimum period of time  established by the
Committee; and (d) be subject to such other terms and conditions as the Committee may determine.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 7<BR>

STOCK
APPRECIATION RIGHTS</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Grant of SARs</U>. The  Administrator  may approve the grant of Stock  Appreciation  Rights  ("SARs")
that are  related to Options  only.  A SAR may be granted  only at the time of grant of the related  Option.  A SAR
will entitle the holder of the related Option,  upon exercise of the SAR, to surrender such Option,  or any portion
thereof to the extent unexercised,  with respect to the number of shares as to which such SAR is exercised,  and to
receive payment of an amount computed  pursuant to Section 7.2. Such Option will, to the extent  surrendered,  then
cease to be  exercisable.  Subject to Section  6.4, a SAR granted  hereunder  will be  exercisable  at such time or
times,  and only to the extent that a related Option is  exercisable,  and will not be  transferable  except to the
extent that such related Option may be transferable.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Payment of SAR Amount</U>.  Upon the  exercise of a SAR, a  Participant  shall be entitled to receive
payment from the Company in an amount  determined by multiplying  (i) the difference  between the Fair Market Value
of a share of Common Stock on the date of exercise  over the Option  Price,  by (ii) the number of shares of Common
Stock with  respect to which the SAR is  exercised.  At the  discretion  of the  Committee,  the  payment  upon SAR
exercise may be in cash, in shares of Common Stock of equivalent value, or in some combination thereof.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Nontransferability</U>.  No SAR may be sold, transferred,  pledged,  assigned, or otherwise alienated
or  hypothecated,  other  than by will or by the laws of  descent  and  distribution.  Further,  all SARs  shall be
exercisable, during the Participant's lifetime, only by such Participant.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 8<BR>

RESTRICTED STOCK</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Awards  of  Restricted  Stock</U>.  Shares of  Restricted  Stock  may be  issued  either  alone or in
addition to other Awards granted under the Plan. The  Administrator  shall determine the eligible  persons to whom,
and the time or times at which,  grants of Restricted  Stock will be made, the number of shares to be awarded,  the
price (if any) to be paid by the  Participant,  the time or times  within  which  such  Awards  may be  subject  to
forfeiture,  the vesting  schedule and rights to  acceleration  thereof,  and all other terms and conditions of the
Awards.  The  Administrator  may condition the grant of Restricted Stock upon the achievement of specific  business
objectives,  measurements  of  individual or business  unit or Company  performances,  or such other factors as the
Administrator  may determine.  The provisions of Restricted  Stock awards need not be the same with respect to each
Participant, and such Awards to individual Participants need not be the same in subsequent years.</FONT></P>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Awards and  Certificates</U>.  A Participant  selected to receive a Restricted  Stock Award shall not
have any rights with  respect to such Award,  unless and until such  Participant  has  executed an Award  Agreement
evidencing  the Award and has delivered a fully  executed copy thereof to the Company,  and has otherwise  complied
with the  applicable  terms and  conditions  of such Award.  Further,  such Award shall be subject to the following
conditions:</FONT></P>

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<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Acceptance</U>. Awards of Restricted Stock must be accepted within a period
of thirty (30) days (or such shorter period as the Committee may specify at
grant) after the Award Date, by executing an Award Agreement and by paying
whatever price (if any) the Committee has designated for such shares of
Restricted Stock.</FONT>
</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Legend</U>. Each Participant receiving a Restricted Stock Award shall be
issued a stock certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of such Participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:</FONT>
</TD>
</TR>
</TABLE>
<BR>




<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=7%>&nbsp;</TD>
<TD WIDTH=86%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&#147;The transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the
Independent Bank Corporation Long-Term Incentive Plan and related Award
Agreement entered into between the registered owner and the Company, dated <U>
</U>. Copies of such Plan and Agreement are on file in the offices of the
Company, 230 West Main Street, Ionia, Michigan 48846.&#148;</FONT></TD>
<TD WIDTH=7%>&nbsp;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Custody</U>. The Committee may require that the stock certificates evidencing
such shares be held in custody by the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any award of Restricted Stock,
the Participant shall have delivered a duly signed stock power, endorsed in
blank, relating to the Common Stock covered by such Award.</FONT>
</TD>
</TR>
</TABLE>



         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Restrictions  and  Conditions</U>.  The shares of  Restricted  Stock  awarded  pursuant  to this Plan
shall be subject to the following restrictions and conditions:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Restriction Period</U>. Subject to the provisions of this Plan and the Award
Agreement, during a period set by the Administrator commencing with the Award
Date (the &#147;Restriction Period&#148;), the Participant shall not be
permitted to sell, transfer, pledge, or assign shares of Restricted Stock
awarded under this Plan. Subject to these limits, the Administrator, in its sole
discretion, may provide for the lapse of such restrictions in installments and
may accelerate or waive such restrictions in whole or in part, based on service,
performance and/or such other factors or criteria as the Administrator may
determine.</FONT>
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Rights as Shareholder</U>. Except as provided in this subsection (b) and
subsection (a) above, the Participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a holder of shares of Common Stock of the
Company including the right to receive any dividends. The Administrator, in its
sole discretion, as determined at the time of Award, may permit or require the
payment of dividends to be deferred. If any dividends or other distributions are
paid in shares of Common Stock, such shares shall be subject to the same
restrictions on transferability and forfeitability as the shares of Restricted
Stock with respect to which they were paid.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Service</U>. Subject to the applicable provisions of the Award
Agreement and this Article 8, upon Termination of Service for any reason during
the Restriction Period, all Restricted Shares still subject to restriction will
vest or be forfeited in accordance with the terms and conditions established by
the Committee as specified in the Award Agreement.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Lapse of Restrictions</U>. If and when the Restriction Period expires without
a prior forfeiture of the Restricted Stock, the certificates for such shares
shall be delivered to the Participant.</FONT>
</TD>
</TR>
</TABLE>
<BR>



<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>






<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 9<BR>

PERFORMANCE
SHARES</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Award of  Performance  Shares</U>.  Performance  Shares may be awarded either alone or in addition to
other Awards  granted under this Plan.  The  Administrator  shall  determine  the eligible  persons to whom and the
time or times at which Performance  Shares shall be awarded,  the number of Performance Shares to be awarded to any
person,  the duration of the period (the  "Performance  Period")  during  which,  and the  conditions  under which,
receipt of the  Performance  Shares will be deferred,  and the other terms and  conditions of the Award in addition
to those set forth in  Section 9.2,  as specified in the Award  Agreement.  The  Administrator  may  condition  the
grant of Performance  Shares upon the achievement of specific  business  objectives,  measurements of individual or
business unit or Company  performance,  or such other  factors or criteria as the  Administrator  shall  determine.
The provisions of the award of Performance  Shares need not be the same with respect to each Participant,  and such
Awards to individual Participants need not be the same in subsequent years.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Terms and  Conditions</U>.  Performance  Shares  awarded  pursuant to this Article 9 shall be subject
to the following terms and conditions:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Nontransferability</U>. Subject to the provisions of this Plan and the
related Award Agreement, Performance Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Performance Period. At
the expiration of the Performance Period, share certificates or cash of an
equivalent value (as the Administrator may determine in its sole discretion)
shall be delivered to the Participant, or his legal representative, in a number
equal to the shares covered by the Award Agreement.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Dividends</U>. Unless otherwise determined by the Administrator at the time
of Award, amounts equal to any cash dividends declared during the Performance
Period with respect to the number of shares of Common Stock covered by a
Performance Share Award will not be paid to the Participant.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Termination of Employment</U>. Subject to the provisions of the Award
Agreement and this Article 9, upon Termination of Service for any reason during
the Performance Period for a given Award, the Performance Shares in question
will vest or be forfeited in accordance with the terms and conditions
established by the Administrator at or after grant.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Accelerated Vesting</U>. Based on service, performance and/or such other
factors or criteria as the Administrator may determine and set forth in the
Award Agreement, the Administrator may, at or after grant, accelerate the
vesting of all or any part of any award of Performance Shares and/or waive the
deferral limitations for all or any part of such Award.</FONT>
</TD>
</TR>
</TABLE>
<BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 10<BR>

OTHER
STOCK-BASED AWARDS</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Other  Awards</U>.  Other  Awards of Common  Stock and other  Awards  that are  valued in whole or in
part by reference to, or are payable in or otherwise based on, Common Stock ("Other  Stock-Based  Awards"),  may be
granted  either alone or in addition to or in tandem with Options,  SARs,  or  Performance  Shares.  Subject to the
provisions of this Plan,  the  Administrator  shall have authority to determine the persons to whom and the time or
times at which such  Awards  shall be made,  the number of shares of Common  Stock to be awarded  pursuant  to such
awards,  and all other conditions of the Awards.  The  Administrator may also provide for the grant of Common Stock
under such Awards upon the  completion of a specified  performance  period.  The  provisions  of Other  Stock-Based
Awards need not be the same with respect to each  Participant and such Awards to individual  Participants  need not
be the same in subsequent years.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Terms and  Conditions</U>.  Other  Stock-Based  Awards made  pursuant to this Article 10 shall be set
forth in an Award Agreement and shall be subject to the following terms and conditions:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Nontransferability</U>. Subject to the provisions of this Plan and the Award
Agreement, shares of Common Stock subject to Awards made under this Article 10
may not be sold, assigned, transferred, pledged, or otherwise encumbered prior
to the date on which the shares are issued, or, if later, the date on which any
applicable restriction, performance or deferral period lapses.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>


<BR><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Dividends</U>. Unless otherwise determined by the Administrator at the time
of Award, subject to the provisions of this Plan and the Award Agreement, the
recipient of an Award under this Article 10 shall be entitled to receive,
currently or on a deferred stock basis, dividends or other distributions with
respect to the number of shares of Common Stock covered by the Award.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Vesting</U>. Any Award under this Article 10 and any Common Stock covered by
any such Award shall vest or be forfeited to the extent so provided in the Award
Agreement, as determined by the Administrator, in its sole discretion.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Waiver of Limitation</U>. In the event of the Participant&#146;s Retirement,
Disability or death, or in cases of special circumstances, the Administrator
may, in its sole discretion, waive in whole or in part any or all of the
limitations imposed hereunder (if any) with respect to any or all of an Award
under this Article 10.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Price</U>. Common Stock issued or sold under this Article 10 may be issued or
sold for no cash consideration or such consideration as the Administrator shall
determine and specify in the Award Agreement.</FONT>
</TD>
</TR>
</TABLE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 11<BR>

TERMINATION
OR AMENDMENT OF THE PLAN</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may at any time amend,  discontinue  or terminate  this Plan or any part thereof  (including any
amendment  deemed  necessary  to ensure that the Company may comply with any  applicable  regulatory  requirement);
provided,  however,  that,  unless  otherwise  required by law, the rights of a Participant  with respect to Awards
granted prior to such amendment,  discontinuance  or termination,  may not be impaired  without the consent of such
Participant and, provided  further,  without the approval of the Company's  shareholders,  no amendment may be made
which  would (i)  increase  the  aggregate  number of shares of Common  Stock  that may be issued  under  this Plan
(except by operation of Article 4 or of Section  13.1);  (ii)  decrease the option price of any Option to less than
one  hundred  percent  (100%) of the Fair  Market  Value on the date of grant for an  Option;  or (iii)  extend the
maximum  option  period  under  Section  6.4(b) of the  Plan.  The  Administrator  may amend the terms of any Award
theretofore  granted,  prospectively  or  retroactively,  but,  subject to Section 13.2, no such amendment or other
action by the Administrator  shall impair the rights of any Participant without the Participant's  consent.  Awards
may not be granted under the Plan after the  Termination  Date,  but Awards granted prior to such date shall remain
in effect or become exercisable pursuant to their respective terms and the terms of this Plan.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 12<BR>

UNFUNDED PLAN</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Plan is intended to  constitute an "unfunded"  plan for  incentive  and deferred  compensation.  With
respect to any payment not yet made to a Participant by the Company,  nothing  contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the Company.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 13<BR>

ADJUSTMENT
PROVISIONS</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Antidilution</U>.  Subject  to the  provisions  of this  Article  13,  if the  outstanding  shares of
Common Stock are increased,  decreased,  or exchanged for a different number or kind of shares or other securities,
or if  additional  shares or new or  different  shares or other  securities  are  distributed  with respect to such
shares of Common Stock or other  securities,  through merger,  consolidation,  sale of all or substantially  all of
the assets of the  Company,  reorganization,  recapitalization,  reclassification,  stock  dividend,  stock  split,
reverse  stock split or other  distribution  with  respect to such shares of Common Stock or other  securities,  an
appropriate  and  proportionate  adjustment  may be made in (i) the maximum  number and kind of shares  provided in
Article 4 of the Plan,  (ii) the number  and kind of shares or other  securities  subject  to the then  outstanding
Awards,  and (iii) the price for each share or other unit of any other  securities  subject to the then outstanding
Awards.</FONT></P>



<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Change  in  Control</U>.  Notwithstanding  Section  13.1,  upon  dissolution  or  liquidation  of the
Company,  or upon a  reorganization,  merger,  or consolidation  of the Company with one or more  corporations as a
result of which the Company is not the  surviving  corporation,  or upon the sale of all or  substantially  all the
assets of the Company,  all Awards then  outstanding  under the Plan will be fully vested and  exercisable  and all
restrictions  will  immediately  cease,  unless  provisions are made in connection  with such  transaction  for the
continuance  of the Plan and the  assumption  of or the  substitution  for such Awards of new Awards  covering  the
stock of a successor employer corporation,  or a parent or subsidiary thereof,  with appropriate  adjustments as to
the number and kind of shares and prices.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Adjustments by  Administrator</U>.  Any  adjustments  pursuant to this Article 13 will be made by the
Administrator,  whose  determination  as to what  adjustments  will be made and the extent  thereof  will be final,
binding,  and  conclusive.  No  fractional  interest  will  be  issued  under  the  Plan  on  account  of any  such
adjustments.  Only cash payments will be made in lieu of fractional shares.</FONT></P>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE 14<BR>

GENERAL
PROVISIONS</FONT></H1>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Legend</U>.  The  Administrator  may require each person purchasing shares pursuant to an Award under
the Plan to  represent  to and agree with the  Company in writing  that the  Participant  is  acquiring  the shares
without a view to  distribution  thereof.  In addition to any legend  required by this Plan, the  certificates  for
such shares may  include any legend  which the  Administrator  deems  appropriate  to reflect any  restrictions  on
transfer.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All  certificates  for  shares of Common  Stock  delivered  under the Plan  shall be subject to such stock
transfer orders and other  restrictions as the  Administrator  may deem advisable under the rules,  regulations and
other  requirements  of the  Securities  and Exchange  Commission,  any stock exchange upon which the Stock is then
listed,  any applicable  Federal or state securities law, and any applicable  corporate law, and the  Administrator
may  cause  a  legend  or  legends  to be put on any  such  certificates  to  make  appropriate  reference  to such
restrictions.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Right to  Employment</U>.  Neither this Plan nor the grant of any Award  hereunder  shall give any
Participant  or other  employee  any right  with  respect  to  continuance  of  employment  by the  Company  or any
Subsidiary,  nor shall there be a limitation  in any way on the right of the Company or any  Subsidiary by which an
employee is employed to terminate his or her employment at any time.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Withholding  of Taxes</U>.  The  Company  shall have the right to deduct  from any payment to be made
pursuant to this Plan,  or to  otherwise  require,  prior to the issuance or delivery of any shares of Common Stock
or the payment of any cash hereunder,  payment by the  Participant  of, any Federal,  state or local taxes required
by law to be withheld.  Unless  otherwise  prohibited by the  Administrator,  each Participant may satisfy any such
withholding  tax obligation by any of the following  means or by a combination of such means:  (a) tendering a cash
payment;  (b)  authorizing the Company to withhold from the shares  otherwise  issuable to the Participant a number
of shares  having a Fair Market  Value as of the "Tax  Date,"  less than or equal to the amount of the  withholding
tax  obligation;  or (c)  delivering  to the Company  unencumbered  shares owned by the  Participant  having a Fair
Market Value, as of the Tax Date,  less than or equal to the amount of the  withholding  tax  obligation.  The "Tax
Date" shall be the date that the amount of tax to be withheld is determined.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Assignment of Benefits</U>.  No Award or other  benefit  payable under this Plan shall,  except as
otherwise  specifically  transfer,  provided  by  law,  be  subject  in any  manner  to  anticipation,  alienation,
attachment,  sale, transfer,  assignment,  pledge, encumbrance or charge, and any attempt to anticipate,  alienate,
attach, sell, transfer,  assign, pledge,  encumber or charge, any such benefits shall be void, and any such benefit
shall not in any manner be liable for or subject to the  debts,  contracts,  liabilities,  engagements  or torts of
any person who shall be entitled to such  benefit,  nor shall it be subject to  attachment  or legal process for or
against such person.</FONT></P>



<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>




         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing  Law</U>.  This  Plan and  actions  taken in  connection  herewith  shall be  governed  and
construed in accordance with the laws and in the courts of the state of Michigan.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Application  of Funds</U>.  The  proceeds  received by the Company  from the sale of shares of Common
Stock pursuant to Awards granted under this Plan will be used for general corporate purposes.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Rights as a  Shareholder</U>.  Except as  otherwise  provided in an Award  Agreement,  a  Participant
shall have no rights as a shareholder of the Company until he or she becomes the holder of record of Common Stock.</FONT></P>



<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>


<BR>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>  </FONT></P>
<BR>
<HR SIZE=2>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT 5 -
DRAFT</FONT></H1>
<BR>
<BR>

                                                    <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
May 23, 2002</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Independent Bank Corporation<BR>
230 West Main Street<BR>
Ionia, Michigan   48846</font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD width=3%>&nbsp;</TD>
<TD width=3%><B>Re:</B></TD>
<TD width=94%><B>Registration   Statement  on  Form  S-8  Relating  to  the   Independent   Bank
Corporation Long Term Incentive Plan, as Amended (the "Plan")</B></TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Gentlemen:</font></p>

         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With  respect  to the  Registration  Statement  on  Form  S-8  (the  "Registration  Statement")  filed  by
Independent Bank Corporation,  a Michigan  corporation (the "Company") with the Securities and Exchange Commission,
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 Plan, we have examined such  documents and
questions  of law we consider  necessary or  appropriate  for the purpose of giving this  opinion.  On the basis of
such evaluation,  we advise you that in our opinion the 575,000 shares covered by the Registration Statement,  when
issued  pursuant to the Plan,  at the prices  described  in the  Registration  Statement  but not less than the par
value  thereof,  and upon delivery of such shares and payment  therefor in accordance  with the terms stated in the
Plan and the Registration  Statement,  will be duly and legally  authorized,  issued and  outstanding,  and will be
fully paid and nonassessable.</FONT></P>


         <P><FONT FACE="Times New Roman, Times, Serif" size=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby  consent to the filing of this opinion as an exhibit to the  Registration  Statement.  In giving
this consent,  we do not thereby  admit that we are within the category of persons whose consent is required  under
Section 7 of the  Securities  Act of 1933, as amended,  or under the rules and  regulations  of the  Securities and
Exchange Commission relating thereto.</FONT></P>


                                                     <P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Sincerely,<BR>
<BR>
                                      VARNUM, RIDDERING, SCHMIDT &amp; HOWLETT LLP<BR>
<BR>
<BR>
                                   /s/ Varnum, Riddering, Schmidt &amp; Howlett LLP</font></p>



<BR><BR><BR><BR><BR><BR><BR><BR><BR>





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{"company-data": {"conformed-name": "INDEPENDENT BANK CORP /MI/", "cik": "0000039311", "assigned-sic": "6022", "irs-number": "382032782", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89072", "film-number": "02662220"}, "business-address": {"street1": "230 W MAIN ST", "street2": "PO BOX 491", "city": "IONIA", "state": "MI", "zip": "48846", "phone": "6165279450"}, "mail-address": {"street1": "230 W MAIN ST", "city": "IONIA", "state": "MI", "zip": "48846"}}
INDEPENDENT BANK CORPORATION FORM S-8
As filed with the Securities and Exchange Commission on May 24, 2002 - Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDEPENDENT BANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of
incorporation or organization)
38-2032782
(I.R.S. Employer Identification No.)
230 W. Main Street, Ionia, Michigan 48846
(Address of Principal Executive Offices Including Zip Code)
Independent Bank Corporation Long Term Incentive Plan
(Full Title of the Plan)
Robert N. Shuster, 230 W. Main Street, Ionia, Michigan 48846
(Name and address of agent for service)
(616) 527-2400
(Telephone number, including area code, of agent for service)
Copies of Communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett LLP
Bridgewater Place, P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share(1)
Proposed
Maximum
Aggregate
Offering Price(1)
Amount of
Registration
Fee
Common Stock
($1.00 Value)
575,000 Shares
$30.18
$17,353,500
$1,597
(1)
For the purpose of computing the registration fee only, the price shown is based
upon the price of $30.18 per share, the average of the high and low sale prices
for the Common Stock of the Registrant, as reported in the NASD National Market
System on May 22, 2002, in accordance with Rule 457(h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information  required by Part I to be  contained  in the Section  10(a)  Prospectus  is omitted  from this
Registration  Statement in accordance  with Rule 428 of the  Securities  Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED
IN REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
The  following  documents  filed with the  Securities  and  Exchange  Commission  (the  "Commission")  are
incorporated herein by reference:
(a)
The Annual
Report on Form 10-K for the Registrant for the year ended December 31,
2001.
(b)
All other reports  filed  pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above.
(c)
The  description of the  Registrant's  common stock  contained in the  Registrant's  Registration
Statement (File No. 0-7818 ) filed pursuant to Section 12(b) of the Exchange Act.
All other reports or documents  filed by the Registrant  pursuant to the  requirements  of Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act,  subsequent  to the date  hereof  and prior to the  termination  of the
offering of the securities  offered hereby shall be deemed to be incorporated by reference  herein and to be a part
hereof from the date of filing of such reports or  documents.  Any statement  contained in a document  incorporated
herein by reference  shall be deemed to be modified or superseded  for purposes of this  Registration  Statement to
the extent that a  statement  contained  herein  modifies or  supersedes  such  statement.  Any such  statement  so
modified or  superseded  shall not be deemed,  except as so modified or  superseded,  to  constitute a part of this
Registration Statement.
Item 4.
Description of Securities
The class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5.
Interests of Named Experts and Counsel
Not applicable
Item 6.
Indemnification of Directors and Officers
The Articles of  Incorporation  of the Registrant  provide that its directors and officers are required to
be indemnified as of right to the fullest extent  permitted  under the Michigan  Business  Corporation Act ("MBCA")
in connection with any actual or threatened  civil,  criminal,  administrative  or  investigative  action,  suit or
proceeding  (whether  brought by or in the name of the  Registrant,  a subsidiary or otherwise) in which a director
or officer is a witness or which is brought  against a director  or officer in his or her  capacity  as a director,
officer, employee, agent or fiduciary of the Registrant or of any corporation,  partnership,  joint venture, trust,
employee  benefit  plan or other  enterprise  which the  director  or officer  was  serving  at the  request of the
Registrant.  Persons who are not directors or officers of the  Registrant  may be similarly  indemnified in respect
of said service to the extent  authorized by the Board of Directors of the Registrant.  Under the MBCA,  directors,
officers,  employees or agents are entitled to indemnification  against expenses (including attorney fees) whenever
they  successfully  defend  legal  proceedings  brought  against  them by  reason of the fact that they hold such a
position  with the  Registrant.  In  addition,  with  respect  to  actions  not  brought  by or in the right of the
Registrant,  indemnification is permitted under the MBCA for expenses (including attorney fees), judgments,  fines,
penalties and reasonable  settlements if it is determined  that the person  seeking  indemnification  acted in good
faith  and in a  manner  he or she  reasonably  believed  to be in and not  opposed  to the  best  interest  of the
Registrant or its  shareholders  and, with respect to criminal  proceedings,  he or she had no reasonable  cause to
believe  that  his or her  conduct  was  unlawful.  With  respect  to  actions  brought  by or in the  right of the
Registrant,  indemnification  is permitted  under the MBCA for expenses  (including  attorney  fees) and reasonable
settlement,  if it is determined that the person seeking  indemnification acted in good faith and in a manner he or
she  reasonably  believed to be in and not  opposed to the best  interest of the  Registrant  or its  shareholders;
provided,  indemnification  is not permitted if the person is found liable to the  Registrant,  unless the court in
which the action or suit was brought has  determined  that  indemnification  is fair and  reasonable in view of all
the circumstances of the case.
S-1
The MBCA and the  Registrant's  Articles  of  Incorporation  also  authorize  the  Registrant  to  provide
indemnification  broader  than that set  forth in the MBCA and the  Articles  of  Incorporation.  Pursuant  to this
authority,  the Registrant has entered into  indemnification  agreements with each of its directors,  which provide
for the prompt  indemnification  to the fullest extent  permitted by applicable law and for the prompt  advancement
of expenses,  including  reasonable  attorney fees,  incurred in connection with any proceeding in which a director
is a witness or which is brought  against a director  in his or her  capacity  as a  director,  officer,  employee,
agent or fiduciary of the Registrant or of any corporation,  partnership,  joint venture,  trust,  employee benefit
plan or other  enterprise  which the  director  is serving at the  request of the  Registrant.  Indemnification  is
permitted for expenses and  reasonable  settlement  amounts  incurred in connection  with a proceeding by or in the
right of the Registrant and for expenses,  judgments,  penalties,  fines and reasonable settlement amounts incurred
in  connection  with the  proceeding  other than by or in the right of the  Registrant.  Indemnification  under the
indemnity  agreements  is  conditioned  on the  director  having  acted in good  faith  and in a  manner  he or she
reasonably  believes  to be in or not opposed to the best  interest  of the  Registrant  and,  with  respect to any
criminal  proceeding,  he or she had no reasonable  cause to believe his or her conduct was unlawful.  The Articles
of  Incorporation  of the  Registrant  also limit the personal  liability of members of its Board of Directors  for
monetary  damages with respect to claims by the Registrant or its  shareholders  resulting  from certain  negligent
acts or omissions.
Item 7.
Exemption from Registration Claimed
.
Not Applicable.
Item 8.
Exhibits
.
Reference is made to the Exhibit Index which appears on page S-6.
Item 9.
Undertakings
.
The undersigned registrant hereby undertakes:
(1)        To file,  during any period in which offers or sales are being made, a  post-effective  amendment
to this registration statement:
(i)        To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)       To reflect in the  prospectus  any facts or events  arising after the effective  date of
the registration  statement (or the most recent  post-effective  amendment  thereof) which,  individually or in the
aggregate, represents a fundamental change in the information set forth in the registration statement;
(iii)      To  include  any  material  information  with  respect to the plan of  distribution  not
previously  disclosed in the registration  statement or any material change to such information in the registration
statement;  provided,  however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8 or Form F-3 and the  information  required  to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic  reports filed by the registrant  pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)        That, for the purpose of determining  any liability  under the Securities Act of 1933,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof.
S-2
(3)        To remove from  registration by means of a  post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.
The undersigned  registrant  hereby  undertakes  that, for purposes of determining any liability under the
Securities Act of 1933,  each filing of the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
of the  Securities  Exchange Act of 1934, and each filing of an employee  benefit plan's annual report  pursuant to
Section  15(d) of the  Securities  Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement shall be deemed to be a new registration  statement relating to the securities  offered therein,  and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as  indemnification  for liabilities  arising under the Securities Act of 1933 may be permitted to
directors,  officers and controlling persons of the Registrant pursuant to the foregoing provisions,  or otherwise,
the  Registrant  has  been  advised  that  in  the  opinion  of  the  Securities  and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim for  indemnification  against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling  person of the Registrant in the successful  defense of any
action,  suit or  proceeding) is asserted by such director,  officer or controlling  person in connection  with the
securities  being  registered,  the  Registrant  will,  unless in the  opinion of its  counsel  the matter has been
settled  by  controlling  precedent,  submit to a court of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is  against  public  policy  as  expressed  by the Act and  will be  governed  by the  final
adjudication of such issue.
S-3
SIGNATURES
Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  Registrant  certifies  that it has
reasonable  grounds to believe  that it meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration Statement to be signed on its behalf by the undersigned,  thereunto duly authorized,  in the City
of Ionia, State of Michigan, on the 21st day of May, 2002.
INDEPENDENT BANK CORPORATION
By
/s/ Charles C. Van Loan
Charles C. Van Loan, President and Chief Executive Officer
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS
,  that each person whose signature  appears below  constitutes and appoints
Robert N. Shuster and Charles C. Van Loan, and each of them, his true and lawful  attorney-in-fact  and agent, with
full  power  of  substitution  and  resubstitution,  for him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments (including  post-effective  amendments) to this Registration  Statement
and to file the same, with all exhibits thereto, and other documents in connection  therewith,  with the Securities
and Exchange Commission and any other regulatory  authority,  granting unto said  attorney-in-fact  and agent, full
power and  authority to do and perform each and every act and thing  required and necessary to be done in and about
the  premises,  as fully to all  intents  and  purposes  as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact  and agent,  or his  substitute,  may lawfully do or cause to be done by
virtue hereof.
Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed
below on May 21, 2002, by the following persons in the capacities indicated.
/s/ Charles C. Van Loan
Charles C. Van Loan, Director, President and Chief
Executive Officer (Principal Executive Officer)
/s/ Robert N. Shuster
Robert N. Shuster, Executive Vice President
and Chief Financial Officer
/s/ James J. Twarozynski
James J. Twarozynski, Senior Vice President and
Controller
/s/ Charles A. Palmer
Charles A. Palmer, Director
/s/ Jeffrey A. Bratsburg
Jeffrey A. Bratsburg, Director
/s/ Terry L. Haske
Terry L. Haske, Director
Robert L. Hetzler, Director
Thomas F. Kohn, Director
/s/ Robert J. Leppink
Robert J. Leppink, Director
/s/ Arch V. Wright, Jr.
Arch V. Wright, Director
::ODMA\PCDOCS\GRR\692027\1
S-4
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Independent Bank Corporation:
We consent to the
incorporation by reference in this registration statement on Form S-8 of
Independent Bank Corporation of our report dated February 2, 2002, with respect
to the consolidated statements of financial condition of Independent Bank
Corporation and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, shareholders' equity, comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 2001, which report is incorporated by reference in the December 31,
2001, annual report on Form 10-K of Independent Bank Corporation and to the
reference to our firm under the heading "Experts" in the registration
statement on Form S-8. Our report refers to a change in accounting for
derivative financial instruments and hedging activities in 2001.
KPMG LLP
Detroit, Michigan
May 23, 2002
S-5
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4
Independent Bank Corporation Long Term Incentive Plan, as Amended
Exhibit 5
Opinion  of  Varnum,  Riddering,  Schmidt &  Howlett  LLP with  respect  to the
                  legality of the securities being registered
Exhibit 23.1
Consent of KPMG LLP included on page S-5 hereof
Exhibit 23.2
Consent of Varnum, Riddering,  Schmidt & Howlett LLP (included with the opinion
                  filed as Exhibit 5)
Exhibit 24
Power of Attorney - included on page S-4 hereof
S-6
APPENDIX 4
EXHIBIT 4
INDEPENDENT
BANK CORPORATION
LONG-TERM
INCENTIVE PLAN
TABLE OF
CONTENTS
Page
----
ARTICLE 1     ESTABLISHMENT AND PURPOSE OF THE PLAN
....................................................1
     1.1      Establishment of the Plan................................................................1
              -------------------------
     1.2      Purpose of the Plan......................................................................1
              -------------------
     1.3      Term of Plan.............................................................................1
              ------------
ARTICLE 2     DEFINITIONS
..............................................................................1
ARTICLE 3     ADMINISTRATION
...........................................................................3
     3.1      The Committee............................................................................3
              -------------
     3.2      Committee Authority......................................................................3
              -------------------
ARTICLE 4     COMMON STOCK SUBJECT TO THE PLAN
.........................................................4
ARTICLE 5     ELIGIBILITY
..............................................................................4
ARTICLE 6     STOCK OPTIONS
............................................................................4
     6.1      Options..................................................................................5
              -------
     6.2      Grants...................................................................................5
              ------
     6.3      Incentive Stock Options..................................................................5
              -----------------------
     6.4      Terms of Options.........................................................................5
              ----------------
     6.5      Reload Options...........................................................................7
              --------------
ARTICLE 7     STOCK APPRECIATION RIGHTS
................................................................7
     7.1      Grant of SARs............................................................................7
              -------------
     7.2      Payment of SAR Amount....................................................................7
              ---------------------
     7.3      Nontransferability.......................................................................7
              ------------------
ARTICLE 8     RESTRICTED STOCK
.........................................................................7
     8.1      Awards of Restricted Stock...............................................................7
              --------------------------
     8.2      Awards and Certificates..................................................................8
              -----------------------
     8.3      Restrictions and Conditions..............................................................8
              ---------------------------
ARTICLE 9     PERFORMANCE SHARES
.......................................................................9
     9.1      Award of Performance Shares..............................................................9
              ---------------------------
     9.2      Terms and Conditions.....................................................................9
              --------------------
ARTICLE 10    OTHER STOCK-BASED AWARDS
.................................................................9
     10.1     Other Awards.............................................................................9
              ------------
     10.2     Terms and Conditions.....................................................................9
              --------------------
ARTICLE 11    TERMINATION OR AMENDMENT OF THE PLAN
....................................................10
ARTICLE 12    UNFUNDED PLAN
...........................................................................10
ARTICLE 13    ADJUSTMENT PROVISIONS
...................................................................10
     13.1     Antidilution............................................................................10
              ------------
     13.2     Change in Control.......................................................................11
              -----------------
     13.3     Adjustments by Administrator............................................................11
              ----------------------------
ARTICLE 14    GENERAL PROVISIONS
......................................................................11
     14.1     Legend..................................................................................11
              ------
     14.2     No Right to Employment..................................................................11
              ----------------------
     14.3     Withholding of Taxes....................................................................11
              --------------------
     14.4     No Assignment of Benefits...............................................................11
              -------------------------
     14.5     Governing Law...........................................................................12
              -------------
     14.6     Application of Funds....................................................................12
              --------------------
     14.7     Rights as a Shareholder.................................................................12
              -----------------------
i
INDEPENDENT BANK CORORATION
LONG-TERM INCENTIVE PLAN
ARTICLE 1
ESTABLISHMENT AND PURPOSE OF THE PLAN
1.1
Establishment  of  the  Plan
.   Independent  Bank  Corporation,   a  Michigan   corporation  (the
"Company"),  hereby  establishes an incentive  compensation  plan to be known as the "Independent  Bank Corporation
Long-Term  Incentive  Plan" (the  "Plan"),  as set forth in this  document.  The Plan permits the granting of stock
options,  stock  appreciation  rights,  restricted  stock,  and other  stock-based  awards to key  employees of the
Company and its  Subsidiaries,  as well as Directors  and  Consultants.  Upon approval by the Board of Directors of
the Company,  subject to ratification  by the affirmative  vote of holders of a majority of shares of the Company's
Common Stock present and entitled to vote at the 2002 Annual Meeting of  Shareholders,  the Plan shall be effective
as of April 1, 2002 (the "Effective Date").
1.2
Purpose  of the  Plan
.  The  purpose  of the Plan is to  promote  the  long-term  success  of the
Company for the benefit of the Company's shareholders,  through stock-based compensation,  by aligning the personal
interests of Plan  Participants  with those of its  shareholders.  The Plan is designed to allow Plan  Participants
to  participate  in the  Company's  future,  as well as to enable  the  Company to  attract,  retain and award such
individuals.
1.3
Term  of  Plan
.  No  Awards  shall  be  granted  pursuant  to the  Plan  on or  after  the  tenth
anniversary  of the Effective Date  ("Termination  Date"),  provided that Awards  granted prior to the  Termination
Date may extend beyond that date.
ARTICLE 2
DEFINITIONS
For purposes of this Plan, the following terms shall have the meanings set forth below:
2.1        "Administrator"  shall mean the Board or any of the Committees  designated to administer the Plan
in accordance with Section 3.1 of the Plan.
2.2        "Award"  shall  mean any  award  under  this  Plan of any  Options,  Stock  Appreciation  Rights,
Restricted Stock, Performance Shares or Other Stock-Based Award.
2.3        "Award  Agreement"  shall mean an  agreement  evidencing  the grant of an Award  under this Plan.
Awards  under  the Plan  shall be  evidenced  by Award  Agreements  that set  forth  the  details,  conditions  and
limitations  for each Award, as established by the  Administrator  and shall be subject to the terms and conditions
of the Plan.
2.4        "Award Date" shall mean the date that an Award is made, as specified in an Award Agreement.
2.5        "Board" shall mean the Board of Directors of the Company.
2.6        "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.7        "Employee"  shall mean any person  employed by the Company or a Subsidiary.  Neither service as a
Director nor the payment of a Director's  fee by the Company shall be  sufficient  to constitute  employment by the
Company.
2.8        "Committee"  shall mean one of the Committees,  as specified in Article 3, appointed by the Board
to administer the Plan.
2.9        "Common Stock" shall mean the Common Stock, par value $1.00 per share, of the Company.
2.10      "Consultant"  shall mean any person or entity  engaged by the Company or a  Subsidiary  to render
services to the Company or that Subsidiary.
2.11      "Director"  shall  mean a member  of the  Board  or a  member  of the  Board  of  Directors  of a
Subsidiary.
2.12      "Disability"  shall  mean  permanent  and  total  disability  as  determined  under the rules and
guidelines established by the Committee for purposes of the Plan.
2.13      "Fair Market Value" shall be the closing sale price of the  Company's  Common Stock for such date
on the National  Association of Securities  Dealers Automated  Quotation System or any successor system then in use
(NASDAQ).  If no sale of shares of Common  Stock is reflected  on NASDAQ on a date,  "Fair  Market  Value" shall be
determined  according  to the closing sale price on the next  preceding  day on which there was a sale of shares of
Common Stock reflected on NASDAQ.
2.14      "Incentive  Stock  Option"  or "ISO"  shall  mean an option to  purchase  shares of Common  Stock
granted  under  Article  6,  which  is  designated  as an  Incentive  Stock  Option  and is  intended  to meet  the
requirements of Section 422 of the Code.
2.15      "Insider"  shall mean an employee who is an officer (as defined in Rule  16a-1(f) of the Exchange
Act) or  Director,  or holder of more than ten percent  (10%) of its  outstanding  shares of the  Company's  Common
Stock.
2.16      "Nonemployee  Director"  shall mean a person who  satisfies (1) the  definition  of  "Nonemployee
Director"  within the  meaning  set forth in Rule  16b-3(b)(3),  as  promulgated  by the  Securities  and  Exchange
Commission  (the  "SEC")  under  the  Securities  Exchange  Act of 1934  (the  "Exchange  Act"),  or any  successor
definition  adopted by the SEC, or (2) the  definition of "outside  director"  within the meaning of Section 162(m)
of the Code.
2.17      "Nonqualified  Stock  Option" or "NQSO" shall mean an option to purchase  shares of Common Stock,
granted under Article 6, which is not an Incentive Stock Option.
2.18      "Option" means an Incentive Stock Option or a Nonqualified Stock Option.
2.19      "Option  Price"  shall  mean the price at which a share of Common  Stock  may be  purchased  by a
Participant pursuant to an Option, as determined by the Committee.
2.20      "Other  Stock-Based  Award"  shall mean an Award under  Article 10 of this Plan that is valued in
whole or in part by reference to, or is payable in or otherwise based on, Common Stock.
2.21      "Participant"  shall mean an employee of the Company or a  Subsidiary,  a Director or  Consultant
who holds an outstanding Award granted under the Plan.
2.22      "Performance  Shares" shall mean an Award granted  under  Article 9 of this Plan  evidencing  the
right to receive Common Stock or cash of an equivalent value at the end of a specified performance period.
2.23      "Permitted  Transferee"  means (i) the spouse,  children or grandchildren of a Participant  (each
an "Immediate Family Member"),  (ii) a trust or trusts for the exclusive  benefit of the Participant  and/or one or
more Immediate Family Members,  or (iii) a partnership or limited  liability company whose only partners or members
are the Participant and/or one or more Immediate Family Members.
2.24      "Restricted Stock" shall mean an Award granted to a Participant under Article 8 of this Plan.
2.25      "Retirement"  shall mean the  termination  of a  Participant's  employment  with the Company or a
Subsidiary after the Participant attains the age of 55.
2.26      "Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a Participant  under Article
7 of this Plan.
2.27      "Subsidiary"  shall mean any  corporation  in which the  Company  owns  directly,  or  indirectly
through  subsidiaries,  at least fifty percent (50%) of the total combined voting power of all classes of stock, or
any other entity  (including,  but not limited to,  partnerships  and joint  ventures) in which the Company owns at
least fifty percent (50%) of the combined equity thereof.
2.28      "Termination  of  Service"  shall  mean the  termination  of an  Employee's  employment  with the
Company or a  Subsidiary.  An Employee  employed by a  Subsidiary  shall also be deemed to incur a  Termination  of
Service if the Subsidiary  ceases to be a Subsidiary and the Participant does not immediately  thereafter become an
employee  of the  Company  or  another  Subsidiary.  With  respect  to a  Participant  that  is  not  an  Employee,
Termination of Service shall mean the  termination of the person's  service as a Director or as a Consultant to the
Company or a Subsidiary.
ARTICLE 3
ADMINISTRATION
3.1
The Committee
.  The Plan may be  administered  by different  Committees with respect to different
groups of Plan  Participants.  To the  extent  that the  Administrator  determines  it to be  desirable  to qualify
Awards  granted  hereunder as  "performance-based  compensation"  within the meaning of Section 162(m) of the Code,
the Plan shall be administered by a committee of two or more  Non-Employee  Directors.  To the extent  desirable to
qualify  transactions  hereunder as exempt  under Rule 16b-3,  the  transactions  contemplated  hereunder  shall be
structured to satisfy the  requirements  for exemption  under Rule 16b-3.  Other than as provided  above,  the Plan
shall be  administered  by (a) the Board,  or (b) a Committee,  which Committee shall be constituted to satisfy the
foregoing conditions.
3.2
Committee  Authority
.  Subject  to the  Company's  Articles  of  Incorporation,  Bylaws  and  the
provisions  of this Plan,  the  Administrator  shall have full  authority to grant  Awards to key  Employees of the
Company or a Subsidiary,  as well as Directors  and  Consultants,  provided  that Awards  covering more than twenty
percent  (20%)  of  Plan  Shares  shall  not be  made  to any  one  Employee.  Awards  may be  granted  singly,  in
combination, or in tandem. The authority of the Administrator shall include the following:
(a)        
To select the key  employees of the Company or a  Subsidiary,  Directors or  Consultants
to whom Awards may be granted under the Plan;
(b)        
To determine whether and to what extent Options, Stock Appreciation Rights,
Restricted Stock, Performance Shares and Other Stock-Based Awards, or any
combination thereof are to be granted under the Plan;
(c)        
To determine the number of shares of Common Stock to be covered by each Award;
(d)        
To determine the terms and conditions of any Award Agreement, including, but not
limited to, the Option Price, any vesting restriction or limitation, any vesting
schedule or acceleration thereof, or any forfeiture restrictions or waiver
thereof, regarding any Award and the shares of Common Stock relating thereto,
based on such factors as the Administrator shall determine in its sole
discretion;
(e)        
To determine whether, to what extent and under what circumstances grants of
Awards are to operate on a tandem basis and/or in conjunction with or apart from
other cash compensation arrangement made by the Company other than under the
terms of this Plan;
(f)        
To determine  under what  circumstances  an Award may be settled in cash,  Common Stock,
or a combination thereof; and
(g)        
To determine to what extent and under what circumstances shares of Common Stock
and other amounts payable with respect to an Award shall be deferred.
The  Administrator  shall  have the  authority  to adopt,  alter and  repeal  such  administrative  rules,
guidelines  and  practices  governing the Plan as it shall,  from time to time,  deem  advisable,  to interpret the
terms and  provisions  of the Plan and any Award  issued  under the Plan  (including  any Award  Agreement)  and to
otherwise  supervise the  administration  of the Plan. A majority of the any Committee  shall  constitute a quorum,
and the acts of a majority of a quorum at any  meeting,  or acts reduced to or approved in writing by a majority of
the members of any Committee,  shall be the valid acts of any Committee.  The  interpretation  and  construction by
any  Committee of any  provisions  of the Plan or any Award  granted under the Plan shall be final and binding upon
the Company,  the Board and  Participants,  including their respective heirs,  executors and assigns.  No member of
the Board or any Committee shall be liable for any action or  determination  made in good faith with respect to the
Plan or an Award granted  hereunder.  Notwithstanding  the  foregoing,  without the prior approval of the Company's
shareholders,  neither  the  Committee  nor the Board of  Directors  shall have the  authority  to lower the option
exercise  price of previously  granted  Awards,  whether by means of the amendment of previously  granted Awards or
the replacement or regrant, through cancellation, of previously granted Awards.
ARTICLE 4
COMMON STOCK
SUBJECT TO THE PLAN
Subject to  adjustment  as provided in Section  13.1,  the  maximum  aggregate  number of shares of Common
Stock which may be issued under this Plan,  which may be either  unauthorized  and unissued  Common Stock or issued
Common Stock  reacquired by the Company ("Plan  Shares")  shall be 575,000  Shares.  Not more than fifteen  percent
(15%) of the Plan Shares may be issued to Plan Participants as Restricted Stock.
Determinations  as to the number of Plan Shares that remain  available  for issuance  under the Plan shall
be made in accordance  with such rules and procedures as the  Administrator  shall  determine from time to time. If
an Award expires  unexercised  or is forfeited,  cancelled,  terminated or settled in cash in lieu of Common Stock,
the shares of Common Stock that were theretofore  subject (or potentially  subject) to such Award may again be made
subject to an Award  Agreement.  In addition,  Shares from the  following  sources  shall be added to the number of
Plan Shares available for issuance under the Plan:
(1)        
Any Shares of the Company's Common Stock surrendered in payment of the
exercise price of Options or to pay the tax withholding obligations incurred
upon the exercise of Options;
(2)        
Options  withheld to pay the  exercise  price or tax  withholding  obligations  incurred
upon the exercise of Options; and
(3)        
The number of Shares repurchased by the Company in the open market or otherwise
having an aggregate purchase price no greater than the cash proceeds received by
the Company from the sale of shares of the Company's stock under the Plan.
ARTICLE 5
ELIGIBILITY
The  persons  who  shall  be  eligible  to  receive  Awards  under  the  Plan  shall  be  selected  by the
Administrator  from time to time. In making such  selections,  the  Administrator  shall consider the nature of the
services  rendered by such  persons,  their  present and potential  contribution  to the Company's  success and the
success of the  particular  Subsidiary of the Company by which they are employed or to whom they provide  services,
and such other factors as the  Administrator  in its  discretion  shall deem relevant.  Participants  may hold more
than one Award,  but only on the terms and subject to the  restrictions  set forth in the Plan and their respective
Award  Agreements.  No Participant may receive Awards under the Plan covering more than  twenty-five  percent (25%)
of Plan Shares.
ARTICLE 6
STOCK OPTIONS
6.1
Options
.  Options may be granted  alone or in addition to other Awards  granted  under this Plan.
Each Option  granted  under this Plan shall be either an  Incentive  Stock  Option  (ISO) or a  Nonqualified  Stock
Option (NQSO).
6.2
Grants
.  The  Administrator  shall have the  authority  to grant to any  Participant  one or more
Incentive  Stock  Options,  Nonqualified  Stock  Options,  or both types of Options.  To the extent that any Option
does not qualify as an  Incentive  Stock Option  (whether  because of its  provisions  or the time or manner of its
exercise or  otherwise),  such Option or the portion  thereof  which does not qualify  shall  constitute a separate
Nonqualified Stock Option.
6.3
Incentive Stock Options
.  Anything in the Plan to the contrary  notwithstanding,  no term of this
Plan relating to Incentive  Stock Options shall be  interpreted,  amended or altered,  nor shall any  discretion or
authority  granted under the Plan be so exercised,  so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the  Participants  affected,  to disqualify  any  Incentive  Stock Option under such Section
422.  An  Incentive  Stock  Option  shall not be granted to an  individual  who,  on the date of grant,  owns stock
possessing  more  than ten  percent  (10%) of the  total  combined  voting  power  of all  classes  of stock of the
Company.  The  aggregate  Fair  Market  Value,  determined  on the Award  Date of the  shares of Common  Stock with
respect to which one or more  Incentive  Stock  Options (or other  incentive  stock  options  within the meaning of
Section 422 of the Code,  under all other option plans of the Company)  granted on or after  January 1, 1987,  that
are  exercisable  for the first time by a  Participant  during  any  calendar  year  shall not exceed the  $100,000
limitation imposed by Section 422(d) of the Code.
6.4
Terms of Options
.  Options  granted  under the Plan shall be  evidenced  by Award  Agreements  in
such form as the Administrator  shall, from time to time approve,  which Agreement shall comply with and be subject
to the following terms and conditions:
(a)
Option Price
. The Option Price per share of Common Stock purchasable
under an Option shall be determined by the Committee at the time of grant but
shall be not less than one hundred percent (100%) of the Fair Market Value of
the Common Stock at the Award Date.
(b)
Option Term
. The term of each Option shall be fixed by the Administrator,
provided that no Option that has been designated as an Incentive Stock Option
shall be exercisable more than ten (10) years after the date the Option is
granted.
(c)
Exercisability
. Except as provided in Section 13.2, no Option shall be
exercisable either in whole or in part prior to the first anniversary of the
Award Date. Thereafter, an Option shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Administrator
and set forth in the Award Agreement. If the Administrator provides that any
Option is exercisable only in installments, the Administrator may at any time
waive such installment exercise provisions, in whole or in part, based on such
factors as the Administrator may determine.
(d)
Method of Exercise
. Subject to whatever installment exercise and waiting
period provisions apply under subsection (c) above, Options may be exercised in
whole or in part at any time during the term of the Option, by giving written
notice of exercise to the Company specifying the number of shares to be
purchased. Such notice shall be accompanied by payment in full of the purchase
price in such form as the Administrator may accept. Notwithstanding the
foregoing, an Option shall not be exercisable with respect to less than 100
shares of Common Stock unless the remaining shares covered by an Option are
fewer than 100 shares. If and to the extent determined by the Administrator in
its sole discretion at or after grant, payment in full or in part may also be
made in the form of Common Stock owned by the Participant (and for which the
Participant has good title free and clear of any liens and encumbrances and with
respect to any shares of Common Stock acquired upon the exercise of an Option,
has been held by the Optionee for a period of at least six (6) consecutive
months), or by reduction in the number of shares issuable upon such exercise
based, in each case, on the Fair Market Value of the Common Stock on the last
trading date preceding payment as determined by the Administrator. No shares of
stock shall be issued until payment has been made. A Participant shall generally
have the rights to dividends or other rights of a shareholder with respect to
shares subject to the Option when the person exercising such option has given
written notice of exercise, has paid for such shares as provided herein, and, if
requested, has given the representation described in Section 13.1 of the
Plan.
(e)
Transferability of Options
. No Option may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution, provided, however, the Administrator may, in
its discretion, authorize all or a portion of a Nonqualified Stock Option to be
granted to an optionee to be on terms which permit transfer by such optionee to
a Permitted Transferee, provided that (i) there may be no consideration for any
such transfer (other than the receipt of or interest in a family partnership or
limited liability company), (ii) the Award Agreement pursuant to which such
Options are granted must be approved by the Administrator, and must expressly
provide for transferability in a manner consistent with this Section 6.4(e), and
(iii) subsequent transfers of transferred Options shall be prohibited except
those in accordance with Section 6.4(h). Following transfer, any such
Options shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. The events of termination of service
of Sections 6.4(f), (g) and (h) hereof, and the tax withholding obligations of
Section 14.3 shall continue to be applied with respect to the original optionee,
following which the Options shall be exercisable by the Permitted Transferee
only to the extent, and for the periods specified in Sections 6(f), (g), and
(h). The Company shall not be obligated to notify Permitted Transferee(s) of the
expiration or termination of any Option. Further, all Options shall be
exercisable during the Participant's lifetime only by such Participant and,
in the case of a Nonqualified Stock Option, by a Permitted Transferee. The
designation of a person entitled to exercise an Option after a person's
death will not be deemed a transfer.
(f)
Termination of Service for Reasons other than Retirement, Disability, or
Death
. Upon termination of Service for any reason other than Retirement or
on account of Disability or death, each Option held by the Participant shall, to
the extent rights to purchase shares under such Option have accrued at the date
of such Termination of Service and shall not have been fully exercised, be
exercisable, in whole or in part, at any time for a period of no more than three
(3) months following Termination of Service, subject, however, to prior
expiration of the term of such Options and any other limitations on the exercise
of such Options in effect at the date of exercise. Whether an authorized leave
of absence or absence because of military or governmental service shall
constitute Termination of Service for such purposes shall be determined by the
Administrator, which determination shall be final and conclusive.
(g)
Termination of Service for Retirement or Disability
. Upon Termination of
Service by reason of Retirement or Disability, each Option held by such
Participant shall, to the extent rights to purchase shares under the Option have
accrued at the date of such Retirement or Disability and shall not have been
fully exercised, remain exercisable in whole or in part during the original term
of such Options held by that Participant.
(h)
Termination of Service for Death
. Upon Termination of Service due to
death, each Option held by such Participant or Permitted Transferee shall, to
the extent rights to purchase shares under the Options have accrued at the date
of death and shall not have been fully exercised, be exercisable, in whole or in
part, by the personal representative of the estate of the Participant or
Permitted Transferee or by any person or persons who shall have acquired the
Option directly from the Participant or Permitted Transferee by bequest or
inheritance at any time during the twelve (12) month period following death,
subject, however, in any case, to the prior expiration of the term of the Option
and any other limitation on the exercise of such Option in effect at the date of
exercise.
(i)
Termination of Options
. Any Option that is not exercised within whichever
of the exercise periods specified in Sections 6.4(f), (g) or (h) is applicable
shall terminate upon expiration of such exercise period.
(j)
Purchase and Settlement Provisions
. The Administrator may at any time
offer to purchase an Option previously granted, based on such terms and
conditions as the Administrator shall establish and communicate to the
Participant at the time that such offer is made. In addition, if an Award
Agreement so provides at the Award Date or is thereafter amended to so provide,
the Administrator may require that all or part of the shares of Common Stock to
be issued with respect to the exercise of an Option, in an amount not greater
than the Fair Market Value of the shares that is in excess of the aggregate
Option Price, take the form of Performance Shares, which shall be valued on the
date of exercise on the basis of the Fair Market Value of such Performance
Shares determined without regard to the deferral limitations and/or forfeiture
restrictions involved.
6.5
Reload  Options
.  Without in any way  limiting  the  authority  of the  Committee  to make grants
hereunder,  and in order to induce  employees to retain  ownership of shares of Common Stock,  the Committee  shall
have the  authority  (but not an  obligation)  to include  within any Award  Agreement  a provision  entitling  the
Participant  to a further  Option (a "Reload  Option") if the  Participant  exercises  the Option  evidenced by the
Award Agreement,  in whole or in part, by surrendering  shares of Common Stock previously owned by the Participant,
in accordance  with this Plan and the terms and  conditions of the Award  Agreement.  A Reload Option shall entitle
a Participant  to purchase a number of shares of Common Stock equal to the number of such shares so delivered  upon
exercise of the original  Option and, in the discretion of the Committee,  the number of shares,  if any,  tendered
to the Company to satisfy any  withholding  tax liability  arising in connection  with the exercise of the original
Option.  A Reload Option  shall:  (a) have an Option Price of not less than one hundred  percent  (100%) of the per
share  Fair  Market  Value of the  Common  Stock on the date of grant of such  Reload  Option;  (b) have a term not
longer than the remaining term of the original Option at the time of exercise  thereof;  (c) become  exercisable if
the shares acquired upon exercise of the original  Option are held for a minimum period of time  established by the
Committee; and (d) be subject to such other terms and conditions as the Committee may determine.
ARTICLE 7
STOCK
APPRECIATION RIGHTS
7.1
Grant of SARs
. The  Administrator  may approve the grant of Stock  Appreciation  Rights  ("SARs")
that are  related to Options  only.  A SAR may be granted  only at the time of grant of the related  Option.  A SAR
will entitle the holder of the related Option,  upon exercise of the SAR, to surrender such Option,  or any portion
thereof to the extent unexercised,  with respect to the number of shares as to which such SAR is exercised,  and to
receive payment of an amount computed  pursuant to Section 7.2. Such Option will, to the extent  surrendered,  then
cease to be  exercisable.  Subject to Section  6.4, a SAR granted  hereunder  will be  exercisable  at such time or
times,  and only to the extent that a related Option is  exercisable,  and will not be  transferable  except to the
extent that such related Option may be transferable.
7.2
Payment of SAR Amount
.  Upon the  exercise of a SAR, a  Participant  shall be entitled to receive
payment from the Company in an amount  determined by multiplying  (i) the difference  between the Fair Market Value
of a share of Common Stock on the date of exercise  over the Option  Price,  by (ii) the number of shares of Common
Stock with  respect to which the SAR is  exercised.  At the  discretion  of the  Committee,  the  payment  upon SAR
exercise may be in cash, in shares of Common Stock of equivalent value, or in some combination thereof.
7.3
Nontransferability
.  No SAR may be sold, transferred,  pledged,  assigned, or otherwise alienated
or  hypothecated,  other  than by will or by the laws of  descent  and  distribution.  Further,  all SARs  shall be
exercisable, during the Participant's lifetime, only by such Participant.
ARTICLE 8
RESTRICTED STOCK
8.1
Awards  of  Restricted  Stock
.  Shares of  Restricted  Stock  may be  issued  either  alone or in
addition to other Awards granted under the Plan. The  Administrator  shall determine the eligible  persons to whom,
and the time or times at which,  grants of Restricted  Stock will be made, the number of shares to be awarded,  the
price (if any) to be paid by the  Participant,  the time or times  within  which  such  Awards  may be  subject  to
forfeiture,  the vesting  schedule and rights to  acceleration  thereof,  and all other terms and conditions of the
Awards.  The  Administrator  may condition the grant of Restricted Stock upon the achievement of specific  business
objectives,  measurements  of  individual or business  unit or Company  performances,  or such other factors as the
Administrator  may determine.  The provisions of Restricted  Stock awards need not be the same with respect to each
Participant, and such Awards to individual Participants need not be the same in subsequent years.
8.2
Awards and  Certificates
.  A Participant  selected to receive a Restricted  Stock Award shall not
have any rights with  respect to such Award,  unless and until such  Participant  has  executed an Award  Agreement
evidencing  the Award and has delivered a fully  executed copy thereof to the Company,  and has otherwise  complied
with the  applicable  terms and  conditions  of such Award.  Further,  such Award shall be subject to the following
conditions:
(a)
Acceptance
. Awards of Restricted Stock must be accepted within a period
of thirty (30) days (or such shorter period as the Committee may specify at
grant) after the Award Date, by executing an Award Agreement and by paying
whatever price (if any) the Committee has designated for such shares of
Restricted Stock.
(b)
Legend
. Each Participant receiving a Restricted Stock Award shall be
issued a stock certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of such Participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:
"The transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the
Independent Bank Corporation Long-Term Incentive Plan and related Award
Agreement entered into between the registered owner and the Company, dated
. Copies of such Plan and Agreement are on file in the offices of the
Company, 230 West Main Street, Ionia, Michigan 48846."
(c)
Custody
. The Committee may require that the stock certificates evidencing
such shares be held in custody by the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any award of Restricted Stock,
the Participant shall have delivered a duly signed stock power, endorsed in
blank, relating to the Common Stock covered by such Award.
8.3
Restrictions  and  Conditions
.  The shares of  Restricted  Stock  awarded  pursuant  to this Plan
shall be subject to the following restrictions and conditions:
(a)
Restriction Period
. Subject to the provisions of this Plan and the Award
Agreement, during a period set by the Administrator commencing with the Award
Date (the "Restriction Period"), the Participant shall not be
permitted to sell, transfer, pledge, or assign shares of Restricted Stock
awarded under this Plan. Subject to these limits, the Administrator, in its sole
discretion, may provide for the lapse of such restrictions in installments and
may accelerate or waive such restrictions in whole or in part, based on service,
performance and/or such other factors or criteria as the Administrator may
determine.
(b)
Rights as Shareholder
. Except as provided in this subsection (b) and
subsection (a) above, the Participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a holder of shares of Common Stock of the
Company including the right to receive any dividends. The Administrator, in its
sole discretion, as determined at the time of Award, may permit or require the
payment of dividends to be deferred. If any dividends or other distributions are
paid in shares of Common Stock, such shares shall be subject to the same
restrictions on transferability and forfeitability as the shares of Restricted
Stock with respect to which they were paid.
(c)
Termination of Service
. Subject to the applicable provisions of the Award
Agreement and this Article 8, upon Termination of Service for any reason during
the Restriction Period, all Restricted Shares still subject to restriction will
vest or be forfeited in accordance with the terms and conditions established by
the Committee as specified in the Award Agreement.
(d)
Lapse of Restrictions
. If and when the Restriction Period expires without
a prior forfeiture of the Restricted Stock, the certificates for such shares
shall be delivered to the Participant.
ARTICLE 9
PERFORMANCE
SHARES
9.1
Award of  Performance  Shares
.  Performance  Shares may be awarded either alone or in addition to
other Awards  granted under this Plan.  The  Administrator  shall  determine  the eligible  persons to whom and the
time or times at which Performance  Shares shall be awarded,  the number of Performance Shares to be awarded to any
person,  the duration of the period (the  "Performance  Period")  during  which,  and the  conditions  under which,
receipt of the  Performance  Shares will be deferred,  and the other terms and  conditions of the Award in addition
to those set forth in  Section 9.2,  as specified in the Award  Agreement.  The  Administrator  may  condition  the
grant of Performance  Shares upon the achievement of specific  business  objectives,  measurements of individual or
business unit or Company  performance,  or such other  factors or criteria as the  Administrator  shall  determine.
The provisions of the award of Performance  Shares need not be the same with respect to each Participant,  and such
Awards to individual Participants need not be the same in subsequent years.
9.2
Terms and  Conditions
.  Performance  Shares  awarded  pursuant to this Article 9 shall be subject
to the following terms and conditions:
(a)
Nontransferability
. Subject to the provisions of this Plan and the
related Award Agreement, Performance Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Performance Period. At
the expiration of the Performance Period, share certificates or cash of an
equivalent value (as the Administrator may determine in its sole discretion)
shall be delivered to the Participant, or his legal representative, in a number
equal to the shares covered by the Award Agreement.
(b)
Dividends
. Unless otherwise determined by the Administrator at the time
of Award, amounts equal to any cash dividends declared during the Performance
Period with respect to the number of shares of Common Stock covered by a
Performance Share Award will not be paid to the Participant.
(c)
Termination of Employment
. Subject to the provisions of the Award
Agreement and this Article 9, upon Termination of Service for any reason during
the Performance Period for a given Award, the Performance Shares in question
will vest or be forfeited in accordance with the terms and conditions
established by the Administrator at or after grant.
(d)
Accelerated Vesting
. Based on service, performance and/or such other
factors or criteria as the Administrator may determine and set forth in the
Award Agreement, the Administrator may, at or after grant, accelerate the
vesting of all or any part of any award of Performance Shares and/or waive the
deferral limitations for all or any part of such Award.
ARTICLE 10
OTHER
STOCK-BASED AWARDS
10.1
Other  Awards
.  Other  Awards of Common  Stock and other  Awards  that are  valued in whole or in
part by reference to, or are payable in or otherwise based on, Common Stock ("Other  Stock-Based  Awards"),  may be
granted  either alone or in addition to or in tandem with Options,  SARs,  or  Performance  Shares.  Subject to the
provisions of this Plan,  the  Administrator  shall have authority to determine the persons to whom and the time or
times at which such  Awards  shall be made,  the number of shares of Common  Stock to be awarded  pursuant  to such
awards,  and all other conditions of the Awards.  The  Administrator may also provide for the grant of Common Stock
under such Awards upon the  completion of a specified  performance  period.  The  provisions  of Other  Stock-Based
Awards need not be the same with respect to each  Participant and such Awards to individual  Participants  need not
be the same in subsequent years.
10.2
Terms and  Conditions
.  Other  Stock-Based  Awards made  pursuant to this Article 10 shall be set
forth in an Award Agreement and shall be subject to the following terms and conditions:
(a)
Nontransferability
. Subject to the provisions of this Plan and the Award
Agreement, shares of Common Stock subject to Awards made under this Article 10
may not be sold, assigned, transferred, pledged, or otherwise encumbered prior
to the date on which the shares are issued, or, if later, the date on which any
applicable restriction, performance or deferral period lapses.
(b)
Dividends
. Unless otherwise determined by the Administrator at the time
of Award, subject to the provisions of this Plan and the Award Agreement, the
recipient of an Award under this Article 10 shall be entitled to receive,
currently or on a deferred stock basis, dividends or other distributions with
respect to the number of shares of Common Stock covered by the Award.
(c)
Vesting
. Any Award under this Article 10 and any Common Stock covered by
any such Award shall vest or be forfeited to the extent so provided in the Award
Agreement, as determined by the Administrator, in its sole discretion.
(d)
Waiver of Limitation
. In the event of the Participant's Retirement,
Disability or death, or in cases of special circumstances, the Administrator
may, in its sole discretion, waive in whole or in part any or all of the
limitations imposed hereunder (if any) with respect to any or all of an Award
under this Article 10.
(e)
Price
. Common Stock issued or sold under this Article 10 may be issued or
sold for no cash consideration or such consideration as the Administrator shall
determine and specify in the Award Agreement.
ARTICLE 11
TERMINATION
OR AMENDMENT OF THE PLAN
The Board may at any time amend,  discontinue  or terminate  this Plan or any part thereof  (including any
amendment  deemed  necessary  to ensure that the Company may comply with any  applicable  regulatory  requirement);
provided,  however,  that,  unless  otherwise  required by law, the rights of a Participant  with respect to Awards
granted prior to such amendment,  discontinuance  or termination,  may not be impaired  without the consent of such
Participant and, provided  further,  without the approval of the Company's  shareholders,  no amendment may be made
which  would (i)  increase  the  aggregate  number of shares of Common  Stock  that may be issued  under  this Plan
(except by operation of Article 4 or of Section  13.1);  (ii)  decrease the option price of any Option to less than
one  hundred  percent  (100%) of the Fair  Market  Value on the date of grant for an  Option;  or (iii)  extend the
maximum  option  period  under  Section  6.4(b) of the  Plan.  The  Administrator  may amend the terms of any Award
theretofore  granted,  prospectively  or  retroactively,  but,  subject to Section 13.2, no such amendment or other
action by the Administrator  shall impair the rights of any Participant without the Participant's  consent.  Awards
may not be granted under the Plan after the  Termination  Date,  but Awards granted prior to such date shall remain
in effect or become exercisable pursuant to their respective terms and the terms of this Plan.
ARTICLE 12
UNFUNDED PLAN
This Plan is intended to  constitute an "unfunded"  plan for  incentive  and deferred  compensation.  With
respect to any payment not yet made to a Participant by the Company,  nothing  contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the Company.
ARTICLE 13
ADJUSTMENT
PROVISIONS
13.1
Antidilution
.  Subject  to the  provisions  of this  Article  13,  if the  outstanding  shares of
Common Stock are increased,  decreased,  or exchanged for a different number or kind of shares or other securities,
or if  additional  shares or new or  different  shares or other  securities  are  distributed  with respect to such
shares of Common Stock or other  securities,  through merger,  consolidation,  sale of all or substantially  all of
the assets of the  Company,  reorganization,  recapitalization,  reclassification,  stock  dividend,  stock  split,
reverse  stock split or other  distribution  with  respect to such shares of Common Stock or other  securities,  an
appropriate  and  proportionate  adjustment  may be made in (i) the maximum  number and kind of shares  provided in
Article 4 of the Plan,  (ii) the number  and kind of shares or other  securities  subject  to the then  outstanding
Awards,  and (iii) the price for each share or other unit of any other  securities  subject to the then outstanding
Awards.
13.2
Change  in  Control
.  Notwithstanding  Section  13.1,  upon  dissolution  or  liquidation  of the
Company,  or upon a  reorganization,  merger,  or consolidation  of the Company with one or more  corporations as a
result of which the Company is not the  surviving  corporation,  or upon the sale of all or  substantially  all the
assets of the Company,  all Awards then  outstanding  under the Plan will be fully vested and  exercisable  and all
restrictions  will  immediately  cease,  unless  provisions are made in connection  with such  transaction  for the
continuance  of the Plan and the  assumption  of or the  substitution  for such Awards of new Awards  covering  the
stock of a successor employer corporation,  or a parent or subsidiary thereof,  with appropriate  adjustments as to
the number and kind of shares and prices.
13.3
Adjustments by  Administrator
.  Any  adjustments  pursuant to this Article 13 will be made by the
Administrator,  whose  determination  as to what  adjustments  will be made and the extent  thereof  will be final,
binding,  and  conclusive.  No  fractional  interest  will  be  issued  under  the  Plan  on  account  of any  such
adjustments.  Only cash payments will be made in lieu of fractional shares.
ARTICLE 14
GENERAL
PROVISIONS
14.1
Legend
.  The  Administrator  may require each person purchasing shares pursuant to an Award under
the Plan to  represent  to and agree with the  Company in writing  that the  Participant  is  acquiring  the shares
without a view to  distribution  thereof.  In addition to any legend  required by this Plan, the  certificates  for
such shares may  include any legend  which the  Administrator  deems  appropriate  to reflect any  restrictions  on
transfer.
All  certificates  for  shares of Common  Stock  delivered  under the Plan  shall be subject to such stock
transfer orders and other  restrictions as the  Administrator  may deem advisable under the rules,  regulations and
other  requirements  of the  Securities  and Exchange  Commission,  any stock exchange upon which the Stock is then
listed,  any applicable  Federal or state securities law, and any applicable  corporate law, and the  Administrator
may  cause  a  legend  or  legends  to be put on any  such  certificates  to  make  appropriate  reference  to such
restrictions.
14.2
No Right to  Employment
.  Neither this Plan nor the grant of any Award  hereunder  shall give any
Participant  or other  employee  any right  with  respect  to  continuance  of  employment  by the  Company  or any
Subsidiary,  nor shall there be a limitation  in any way on the right of the Company or any  Subsidiary by which an
employee is employed to terminate his or her employment at any time.
14.3
Withholding  of Taxes
.  The  Company  shall have the right to deduct  from any payment to be made
pursuant to this Plan,  or to  otherwise  require,  prior to the issuance or delivery of any shares of Common Stock
or the payment of any cash hereunder,  payment by the  Participant  of, any Federal,  state or local taxes required
by law to be withheld.  Unless  otherwise  prohibited by the  Administrator,  each Participant may satisfy any such
withholding  tax obligation by any of the following  means or by a combination of such means:  (a) tendering a cash
payment;  (b)  authorizing the Company to withhold from the shares  otherwise  issuable to the Participant a number
of shares  having a Fair Market  Value as of the "Tax  Date,"  less than or equal to the amount of the  withholding
tax  obligation;  or (c)  delivering  to the Company  unencumbered  shares owned by the  Participant  having a Fair
Market Value, as of the Tax Date,  less than or equal to the amount of the  withholding  tax  obligation.  The "Tax
Date" shall be the date that the amount of tax to be withheld is determined.
14.4
No Assignment of Benefits
.  No Award or other  benefit  payable under this Plan shall,  except as
otherwise  specifically  transfer,  provided  by  law,  be  subject  in any  manner  to  anticipation,  alienation,
attachment,  sale, transfer,  assignment,  pledge, encumbrance or charge, and any attempt to anticipate,  alienate,
attach, sell, transfer,  assign, pledge,  encumber or charge, any such benefits shall be void, and any such benefit
shall not in any manner be liable for or subject to the  debts,  contracts,  liabilities,  engagements  or torts of
any person who shall be entitled to such  benefit,  nor shall it be subject to  attachment  or legal process for or
against such person.
14.5
Governing  Law
.  This  Plan and  actions  taken in  connection  herewith  shall be  governed  and
construed in accordance with the laws and in the courts of the state of Michigan.
14.6
Application  of Funds
.  The  proceeds  received by the Company  from the sale of shares of Common
Stock pursuant to Awards granted under this Plan will be used for general corporate purposes.
14.7
Rights as a  Shareholder
.  Except as  otherwise  provided in an Award  Agreement,  a  Participant
shall have no rights as a shareholder of the Company until he or she becomes the holder of record of Common Stock.
EXHIBIT 5 -
DRAFT
May 23, 2002
Independent Bank Corporation
230 West Main Street
Ionia, Michigan   48846
Re:
Registration   Statement  on  Form  S-8  Relating  to  the   Independent   Bank
Corporation Long Term Incentive Plan, as Amended (the "Plan")
Gentlemen:
With  respect  to the  Registration  Statement  on  Form  S-8  (the  "Registration  Statement")  filed  by
Independent Bank Corporation,  a Michigan  corporation (the "Company") with the Securities and Exchange Commission,
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 Plan, we have examined such  documents and
questions  of law we consider  necessary or  appropriate  for the purpose of giving this  opinion.  On the basis of
such evaluation,  we advise you that in our opinion the 575,000 shares covered by the Registration Statement,  when
issued  pursuant to the Plan,  at the prices  described  in the  Registration  Statement  but not less than the par
value  thereof,  and upon delivery of such shares and payment  therefor in accordance  with the terms stated in the
Plan and the Registration  Statement,  will be duly and legally  authorized,  issued and  outstanding,  and will be
fully paid and nonassessable.
We hereby  consent to the filing of this opinion as an exhibit to the  Registration  Statement.  In giving
this consent,  we do not thereby  admit that we are within the category of persons whose consent is required  under
Section 7 of the  Securities  Act of 1933, as amended,  or under the rules and  regulations  of the  Securities and
Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP