INDEPENDENT BANK CORP /MI/, DEF 14A, 1997-03-14

INDEPENDENT BANK CORP /MI/
DEF 14A, 1997-03-14
STATE COMMERCIAL BANKS

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<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

INDEPENDENT BANK CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------

<PAGE> 2
[INDEPENDENT BANK CORPORATION LOGO]

March 14, 1997

Dear Shareholder:

We invite you to attend the 1997 Annual Meeting of Shareholders. This
year's meeting will be held on Tuesday, April 15, 1997, at 3:00 p.m. at the
Ionia Theater, 205 West Main Street, Ionia, Michigan 48846.

In a continuing effort to reduce production costs, we have incorporated
many of the traditional elements of our annual report, including our audited
financial statements, in an appendix to this Proxy Statement. For your
convenient reference, a table of contents is located on page A-1.

It is important that your shares are represented at the Annual Meeting.
Please carefully read the Notice of Annual Meeting and Proxy Statement. Whether
or not you expect to attend the Annual Meeting, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED AT YOUR EARLIEST CONVENIENCE.

Sincerely,

/s/ Charles C. Van Loan

Charles C. Van Loan
President and
Chief Executive Officer

<PAGE> 3

INDEPENDENT BANK CORPORATION

230 WEST MAIN STREET
IONIA, MICHIGAN 48846

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held April 15, 1997

The Annual Meeting of Shareholders of Independent Bank Corporation will be
held at the Ionia Theater, 205 West Main Street, Ionia, Michigan 48846, on
Tuesday, April 15, 1997, at 3:00 p.m. (local time) for the following purposes:

1. To elect two Directors to the Board of Directors to serve three-year
terms expiring in 2000.

2. To consider and vote upon a proposal to make an additional 100,000
shares of the Company's common stock available for issuance under the
Non-employee Director Stock Option Plan.

3. To consider and vote upon a proposal to make an additional 125,000
shares of the Company's common stock available for issuance under the
Employee Stock Option Plan.

4. To consider and vote upon a proposal to make an additional 100,000
shares of the Company's common stock available for issuance under the
Incentive Share Grant Plan.

5. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Shareholders of record as shown by the transfer books of the Company at
the close of business on February 14, 1997, are entitled to notice of and to
vote at the meeting or any adjournment thereof. Whether or not you expect to be
present in person at this meeting, please sign the enclosed proxy and return it
promptly in the enclosed envelope. If you attend the meeting and wish to vote
in person, you may do so even though you have submitted a proxy.

By order of the Board of Directors,

/s/ William R. Kohls

William R. Kohls
Secretary

Dated: March 14, 1997

<PAGE> 4

INDEPENDENT BANK CORPORATION

230 WEST MAIN STREET
IONIA, MICHIGAN 48846

PROXY STATEMENT

MARCH 14, 1997

This Proxy Statement is furnished in connection with the solicitation,
beginning approximately March 14, 1997, by the Board of Directors of
Independent Bank Corporation (the "Company"), of proxies for use at the Annual
Meeting of Shareholders. This meeting will be held on Tuesday, April 15, 1997,
at 3:00 p.m. at the Ionia Theater, 205 West Main Street, Ionia, Michigan 48846.

If the form of the Proxy accompanying this Proxy Statement is properly
executed and returned, the shares represented by the Proxy will be voted at the
Annual Meeting of Shareholders in accordance with the directions given in such
Proxy. If no choice is specified, the shares represented by the Proxy will be
voted for the election of directors listed as nominees and for the proposals to
make additional shares of the Company's common stock available for issuance
under various compensation plans as more fully described in this Proxy
Statement.

A Proxy may be revoked prior to its exercise by delivering a written
notice of revocation to the Secretary of the Company, executing a subsequent
Proxy or attending the meeting and voting in person. Attendance at the meeting
does not, however, automatically serve to revoke a Proxy.

VOTING SECURITIES AND RECORD DATE

As of February 14, 1997, the record date for the Annual Meeting, the
Company had issued and outstanding 2,885,903 shares of common stock, par value
$1.00 per share ("Common Stock"). Shareholders are entitled to one vote for
each share of Common Stock registered in their names at the close of business
on the record date. Votes cast at the meeting and submitted by proxy are
counted by the inspectors of the meeting, who are appointed by the Company.

As of February 14, 1997, no person was known by Management to be the
beneficial owner of more than 5% of the Common Stock, except as follows:

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
-----------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, Independent Bank Corporation 146,309 5.07%
$1 par value Employee Stock Ownership
Trust, 230 West Main Street
Ionia, Michigan 48846
</TABLE>

The Employee Stock Ownership Trust ("ESOT") holds shares of Common Stock
pursuant to the terms of the Company's Employee Stock Ownership Plan ("ESOP").
Firstar Trust Company administers the ESOP and serves as the sole trustee of
the ESOT. The trustee has investment power with respect to the shares of Common
Stock held by the ESOT. To the extent that the participants in the ESOP do not
direct the trustee as to the manner of voting the shares allocated to their
account, the trustee also has voting power with respect to such shares. The
trustee disclaims any beneficial ownership of the shares of Common Stock held
by the ESOT.

<PAGE> 5

ELECTION OF DIRECTORS

The Bylaws of the Company permit the Board of Directors to establish
the size of the Board from three to fifteen members. The current Board has
fixed the size of the Board at seven members. All directorships possible under
the Company's Bylaws are not being filled because the Board believes that under
the present circumstances, a Board of seven persons is adequate to manage the
affairs of the Company.

The Company's Articles of Incorporation provide that the Board be
divided into three classes of nearly equal size, with the classes to hold
office for staggered terms of three years each. Robert J. Leppink and Arch V.
Wright, Jr., are nominees for election to serve three-year terms expiring in
2000. Additional information on these nominees is set forth in the following
pages of this Proxy Statement.

The Proxies cannot be voted for a greater number of persons than the
number of nominees named. In the event that any nominee is unable to serve,
which is not now contemplated, the Board may designate a substitute nominee.
The proxy holders, to the extent they have been granted authority to vote in
the election of directors, may or may not vote for a substitute nominee.

In addition to the nominees for director, each director whose term will
continue after the meeting is named on the following page. Each nominee and
director owned beneficially, directly or indirectly, the number of shares of
Common Stock set forth opposite their respective names. The stock ownership
information and the information relating to each nominee's and director's age,
principal occupation or employment for the past five years has been furnished
to the Company as of February 14, 1997, by the respective nominees and
directors.

A plurality of the votes cast at the Annual Meeting of Shareholders is
required to elect the nominees as directors. Accordingly, at this year's
meeting, the two individuals who receive the largest number of votes cast at
the meeting will be elected as directors. Shares not voted at the meeting,
whether by abstention, broker nonvote or otherwise, will not be treated as
votes cast at the meeting. The Board of Directors recommends a vote FOR the
election of all the persons nominated by the Board.

<PAGE> 6

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
OWNERSHIP (1) OUTSTANDING
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2000
- ----------------------------------------------
Robert J. Leppink (age 64) 14,690 .50%
Mr. Leppink is the President of Leppink's, Inc. (retail grocer).
He became a Director in 1980.

Arch V. Wright, Jr. (age 64) 16,275 .56
Mr. Wright is the President of Charlevoix Development Company
(real estate development). He became a Director in 1974.

DIRECTORS WHOSE TERMS EXPIRE IN 1998
- ------------------------------------
Charles A. Palmer (age 52) 18,144 .62
Mr. Palmer is an attorney and a professor of law at Cooley School
of Law. He became a Director in 1991.

Charles C. Van Loan (age 49) 39,217(2) 1.34
Mr. Van Loan is the President and Chief Executive Officer of
Independent Bank Corporation. He became a Director in 1992.

DIRECTORS WHOSE TERMS EXPIRE IN 1999
- ------------------------------------
Keith E. Bazaire (age 58) 705 .02
Mr. Bazaire is the President of Carter's Food Center, Inc.
(retail grocer). He became a Director in 1996.

Terry L. Haske (age 48) 2,215(3) .08
Mr. Haske is a partner in Ricker & Haske, CPAs, P.C.
He became a Director in 1996.

Thomas F. Kohn (age 64) 882 .03
Mr. Kohn is the Chief Executive Officer of Belco Industries, Inc.
(manufacturer). He became a Director in 1995.
</TABLE>

(1) Except as described in the following notes, each nominee owns the shares
directly and has sole voting and investment power or shares voting and
investment power with his spouse under joint ownership. Includes shares of
common stock that are issuable under options exercisable within 60 days.

(2) Includes 5,543 shares allocated to Mr. Van Loan's account under the ESOT.
Also includes 4,707 shares held by Mr. Van Loan's dependent children.

(3) Includes 861 shares owned jointly with Mr. Haske's father with respect to
which Mr. Haske shares voting and investment power.

<PAGE> 7

There are no family relationships between or among the directors, nominees
or executive officers of the Company. The Board of Directors had seven meetings
in 1996. During 1996, all directors attended at least 75% of the aggregate
number of meetings of the Board and the Board committees on which they served.
In addition to the audit and personnel committees, the Board has a corporate
development committee.

The audit committee (consisting of directors Haske, Kohn and Palmer) met
twice in 1996 to select independent public accountants and discuss financial
matters with such independent accountants; review internal audit reports and
Management's responses thereto; and review and discuss other pertinent
financial, accounting, audit, and policy matters with Management.

The personnel committee (consisting of directors Bazaire, Haske, Leppink,
Palmer and Wright) met once in 1996 to review and make recommendations to the
Board relating to remuneration, including benefit plans, to be paid to the
Company's directors and officers.

The corporate development committee (consisting of directors Bazaire, Kohn
and Leppink) met once in 1996 to consider and approve candidates to serve as
directors of the Company's subsidiary banks. Although Management's nominees to
serve as directors of the Company have been selected from individuals serving
as directors of the Banks, the committee will consider qualified individuals
who are recommended by shareholders. Written recommendations of individuals for
Board nomination may be forwarded to the Company's secretary and must be
received on or before December 22, 1997, for consideration as nominees at the
1998 Annual Meeting of Shareholders.

Directors of the Company who are not employees of the Company or any of
its subsidiaries receive monthly fees of $600 in addition to an annual retainer
of $8,500. However, no director is paid for any regular meeting from which he
is absent after he has missed two regular Board meetings during the year.
Directors are not compensated for committee meetings. Pursuant to the
Non-Employee Director Stock Option Plan, each of the directors (except Mr. Van
Loan) is granted an option to purchase shares of Common Stock at its current
market value each year during the term of the plan.

One of the Company's directors participates in a deferred compensation
plan in lieu of current payment of director fees. The plan was adopted by the
Company in 1985 and provides for retirement and death benefits to be paid to
the participating director by the Company over a minimum of fifteen years. The
Company is the owner and beneficiary of life insurance policies which are
structured to fund the Company's obligations under the terms of the plan.

PROPOSED AMENDMENT TO THE COMPANY'S
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

In 1992, the Board of Directors adopted, and the shareholders approved,
the Independent Bank Corporation Non-employee Director Stock Option Plan (the
"Plan"). The Plan provides for the grant of options to non-employee directors
of the Company to provide them with additional incentive to manage the Company
effectively and to provide a form of compensation that will attract and retain
highly qualified individuals to serve as members of the Company's Board of
Directors. A total of 35,000 shares (38,588 shares as adjusted for subsequent
stock dividends) were reserved for issuance under the Plan. As of March 14,
1997, 4,830 shares were available for issuance under the Plan.

On February 20, 1997, the Board of Directors approved an amendment to the
Plan, subject to shareholder approval, to make an additional 100,000 shares of
Common Stock available for issuance under the Plan. The Board adopted this
amendment to ensure that non-employee directors will continue to be able to
acquire Common Stock under the terms of the Plan. The Board believes that the
continued availability of this opportunity to acquire Common Stock is important
to attract and retain qualified persons to serve on the Board and to provide
them with additional incentive to perform in the best interests of the Company
and its shareholders.

At the Annual Meeting, the Company's shareholders are being requested to
consider and approve this amendment. The following paragraphs describe the
principle features of the Plan, as amended.

DESCRIPTION OF THE PLAN

The Plan is administered by a committee designated by the Board (the
"Committee") which must consist of not less than three directors, each of whom
is required to be a "non-employee director," as defined in Rule 16b-3 of the
Securities Exchange Act of 1934.

Directors of the Company who are neither contractual nor common law
employees of the Company or any of its subsidiaries are eligible to participate
in the Plan. As of the date of this Proxy Statement, six members of the Board
of Directors are entitled to the grant of options under the Plan.

<PAGE> 8

No director may be granted options to purchase in excess of 20 percent of
the total number of shares authorized for grant under the Plan. The option
price is required to equal the fair market value of the shares on the date of
grant. Options are not exercisable until 12 months after the date of grant and
expire 5 years thereafter. The option price is payable upon exercise in cash,
in shares of Common Stock previously owned by the optionee, through the
withholding of shares issuable upon exercise, or by a combination of the
foregoing. The Plan provides that the "fair market value" per share of Common
Stock is the closing price of the stock as quoted on the Nasdaq National
Market. The closing sale price of the Common Stock as quoted in the Nasdaq
National Market on March 3, 1997, was $36.50 per share.

All options granted under the Plan will be nonstatutory stock options,
evidenced by an agreement between the Company and each director. Upon the
exercise of an option, the Company may issue new shares or reissue shares
repurchased by the Company. As originally approved by the Company's
shareholders, the Plan provided for the annual grant of an option to each
non-employee director to purchase 1,000 shares of the Company's Common Stock as
of the last business day of April of each year. Following the recent changes to
Rule 16b-3 of the Securities Exchange Act of 1934, as amended, the Board
amended the Plan to eliminate the automatic annual grant, and in lieu thereof
granted the Committee the discretion to grant options to the Company's
non-employee directors, subject to the terms and conditions of the Plan.
Generally, options granted under the terms of the Plan may be transferred only
by will or according to the laws of descent and distribution. However, options
may be transferred without consideration to certain Permitted Transferees,
which includes a spouse, children, or grandchildren of a participant (an
"Immediate Family Member"), a trust or trusts for the exclusive benefit of such
Immediate Family Member, or a partnership or limited liability company whose
only partners or members are Immediate Family Members. Options may be exercised
only by an optionee or a Permitted Transferee during the optionee's lifetime.

The Board of Directors may amend the Plan with respect to shares which, at
the time, are not subject to option, provided that the Plan cannot be amended
without shareholder approval if the amendment would increase the maximum number
of shares of Common Stock which may be made subject to the Plan, increase the
maximum number of shares which may be optioned to any one non-employee
director, materially increase the benefits accruing to option holders under the
Plan, decrease the price at which options may be granted, or permit the
granting of options under the Plan after April 21, 2002.

FEDERAL INCOME TAX CONSEQUENCES

All options granted under the Plan are nonstatutory options, and are
therefore not entitled to special tax treatment under Section 422 of the
Internal Revenue Code of 1986, as amended. Optionees will not recognize taxable
income at the time they receive option grants under the Plan. However, upon
exercise, the difference between the fair market value of the shares at the
time of exercise and the option price generally will be treated as ordinary
income to the optionee. If ordinary income is recognized, the Company will be
entitled to a deduction equal to the optionee's ordinary income.

The rules governing the tax treatment of options and stock acquired upon
the exercise of options are technical. Accordingly, the above description is
necessarily general in nature and does not purport to be complete. Also, the
tax consequences under applicable state and local income tax laws may not be
the same as under the federal income tax laws.

* * * * *

The affirmative vote of a majority of the outstanding Common Stock
represented and voted at the Annual Meeting is required to approve the adoption
of the amendment to the Plan. While broker nonvotes will not be treated as
votes cast on the approval of this Plan, shares voted as abstentions will be
counted as votes cast. Since a majority of the votes cast is required for
approval, any negative votes and abstentions will necessitate offsetting
affirmative votes to assure approval. Please note that the Proxy will be voted
FOR the approval of the adoption of the amendment to the Plan if no contrary
direction is made on the card. Votes will be counted by inspectors of election
appointed by the presiding officer at the Annual Meeting.

The Board of Directors recommends a vote FOR the approval of the adoption
of the amendment to the Plan.

PROPOSED AMENDMENT TO THE COMPANY'S
EMPLOYEE STOCK OPTION PLAN

In 1992, the Board of Directors adopted, and the shareholders approved,
the Independent Bank Corporation Employee Stock Option Plan (the "Plan"). The
Plan provides for the grant of options to employees of the Company or any
subsidiary who are determined to be key employees. The purpose of the Plan is
to encourage stock ownership by such employees and to provide them with an
additional incentive to contribute to the success of the Company and to
encourage them to remain in the Company's employ. A total of 90,000 shares
(99,225 shares as adjusted for subsequent stock dividends) were reserved for
issuance under the Plan. As of March 14, 1997, 12,126 shares were available for
issuance under the Plan.

On February 20, 1997, the Board of Directors approved an amendment to the
Plan, subject to shareholder approval, to make an additional 125,000 shares of
Common Stock available for issuance under the Plan. The Board adopted this
amend-

5
<PAGE> 9

ment to ensure that management employees will continue to be able to
acquire Commmon Stock under the Plan. The Board believes that the availability
of an opportunity to purchase Common Stock is important to attract and retain
key personnel and that stock ownership provides an important long-term
incentive to manage the affairs of the Company in the best interests of its
shareholders.

At the Annual Meeting, the Company's shareholders are being requested to
consider and approve this amendment. The following paragraphs summarize the
principle features of the Plan, as amended.

DESCRIPTION OF THE PLAN

The Plan is administered by a committee of the Board of Directors (the
"Committee") which is required to consist of not less than two members of the
Board, each of whom is required to be a "non-employee director" as defined in
Rule 16b-3 of the Securities Exchange Act of 1934. The Committee determines the
employees of the Company who are to be granted options, the number of shares
subject to each option, and such other matters as are specified in the Plan.

Options granted under the Plan may be incentive stock options ("ISOs") as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or non-ISOs, as identified by the Committee. The primary distinctions
between ISOs and non-ISOs are set forth under the caption "Federal Income Tax
Consequences" below. Each option is evidenced by written agreement containing
such terms and conditions as may be established by the Committee. Nothing
contained in the Plan or any agreement executed pursuant to the Plan confers
upon any participant the right to continue in the employ of the Company or
obligates the Company to retain the participant in its employ for any period.

Each option agreement provides for the number of shares to which it
pertains. The option price, set forth in each option agreement, must equal 100
percent of the "fair market value" of the shares on the date the option is
granted, except that the option price of any ISO granted to an employee who
owns more than 10 percent of the outstanding Common Stock must be 110 percent
of the fair market value of the Common Stock. The Plan provides that the "fair
market value" per share of Common Stock is the closing price of the stock as
quoted on the Nasdaq National Market. The closing sale price of the Common
Stock as quoted in the Nasdaq National Market on March 3, 1997, was $36.50 per
share.

No employee may be granted options to purchase in excess of 10 percent of
the total number of shares authorized for grant under the Plan. Options are not
exercisable until the expiration of 12 months after the date of grant and
expire 5 years thereafter. The option price is payable upon exercise in cash,
in shares of Common Stock already owned by the optionee, through the
withholding of shares otherwise issuable upon exercise of the option, or a
combination of the foregoing. Options may be exercised in any order regardless
of the date of grant or the existence of any other outstanding stock option.

In general, options are exercisable only during an optionee's employment
with the Company. Following termination of employment for reasons other than
retirement, death, or disability, options must be exercised within a period of
three months following termination of employment. In order to maintain the
special tax effects of ISOs, such options must be exercised on or before the
expiration of three months from the date of termination of employment, except
for termination of employment due to permanent and total disability, in which
case the exercise period may be extended to one year following the date of
termination of employment. Generally, options granted under the terms of the
Plan may be transferred only by will or according to the laws of descent and
distribution. However, options may be transferred without consideration to
certain Permitted Transferees, which includes a spouse, children, or
grandchildren of a participant (an "Immediate Family Member"), a trust or
trusts for the exclusive benefit of such Immediate Family Member, or a
partnership or limited liability company whose only partners or members are
Immediate Family Members. Options may be exercised only by an optionee or a
Permitted Transferee during the optionee's lifetime.

The Plan also provides for the grant of limited stock appreciation rights,
whereby each option granted under the Plan includes a stock appreciation right
("SAR") which is exercisable in the event a person acquires 25 percent or more
of the outstanding Common Stock or as a result of a merger or consolidation, in
which the Company is not the surviving corporation, or upon the sale of all or
substantially all of the Company's assets. A SAR entitles optionees to
surrender the related option or portion thereof and to receive from the Company
an amount equal to the excess of the fair market value of the surrendered
options over the option exercise price.

The Board of Directors may amend or terminate the Plan with respect to
shares which, at the time, are not subject to option, provided that the Plan
cannot be amended without shareholder approval if the amendment would increase
the maximum number of shares of Common Stock which may be made subject to the
Plan, increase the maximum number of shares which may be optioned to any one
employee, change the designation of the class of employees eligible to receive
options, materially increase the benefits accruing to option holders under the
Plan, decrease the price at which options may be granted, remove the
administration of the Plan from the Committee or permit the granting of options
under the Plan after April 21, 2002.

<PAGE> 10

FEDERAL INCOME TAX CONSEQUENCES

The grant of options under the Plan will not result in the recognition
of income to recipients. The exercise of options that are not designated as
ISOs, however, will result in ordinary income recognition at the time of
exercise. The amount of ordinary income will be the difference between the fair
market value of the shares at the time the option is exercised and the option
price. The Company will be entitled to a deduction equal to the amount of
an optionee's ordinary income. Tax consequences to optionees of non-ISOs arise
again at the time shares are sold. If the shares have been held for more than
one year prior to sale, a gain or loss will be treated as long-term capital gain
or loss. Otherwise, the gain or loss will be treated as short-term capital gain
or loss.

The tax treatment of ISOs is somewhat different. In general, recipients of
ISOs do not recognize taxable income at the time of grant or at the time of
exercise. Further, if the shares acquired as a result of the exercise of an ISO
are disposed of more than two years after the date the option was granted and
more than one year after the date the option was exercised, the entire gain, if
any, realized upon disposition is entitled to capital gain treatment. As a
result, no deduction will be allowable to the Company in connection with either
the grant nor the exercise of an ISO, except in the case of a "disqualifying
disposition." A disqualifying disposition occurs if an optionee disposes of
shares acquired pursuant to the exercise of an ISO before the expiration of one
year after the date of exercise or two years after the date of grant. As a
result of a disqualifying disposition, an optionee will, in general, recognize
ordinary income equal to the lesser of (a) the sale price of the shares sold
minus the option price, or (b) the fair market value of the shares at the time
of exercise minus the option price. The Company will be entitled to a deduction
equal to the amount of the optionee's ordinary income.

* * * * *

The Board of Directors recommends a vote FOR the approval of the adoption
of the amendment to the Plan.

PROPOSED AMENDMENT TO THE COMPANY'S
INCENTIVE SHARE GRANT PLAN

The Board of Directors of the Company has approved, subject to shareholder
approval, an amendment to the Independent Bank Corporation Incentive Share
Grant Plan (the "Plan") to make an additional 100,000 shares of Common Stock
available for issuance under the Plan. A total of 150,000 shares (165,375
shares as adjusted for subsequent stock dividends) were reserved for issuance
under the Plan. As of March 14, 1997, 10,468 shares were available for issuance
under the Plan.

DESCRIPTION OF THE PLAN

Shares are granted under the Plan in lieu of cash compensation otherwise
payable under the Company's Management Incentive Compensation Plan. The
Committee responsible for administering this Plan may elect, in its sole
discretion, to grant shares of Common Stock in lieu of the payment of all or a
portion of the cash bonus payable under the Company's Management Incentive
Compensation Plan. The fair market value of the shares granted must be equal to
twice the value of that portion of the cash bonus for which payment is not made
due to the stock grant.

Under the terms of the Plan, the shares are subject to transfer
restrictions and, except in certain circumstances, forfeiture upon termination
of employment. These restrictions lapse over a period of 5 years at a rate of
20 percent of the granted shares per year. The unvested shares are subject to
forfeiture if a participant terminates employment for reasons other than death,
disability or a change in control of the Company and, directly or indirectly,
competes with the Company in the financial services industry during the period
over which the restrictions lapse. The Plan provides for accelerated vesting of
all shares granted under the Plan immediately upon termination of employment by
reason of death, disability, or a change in control of the Company.

FEDERAL INCOME TAX CONSEQUENCES

Shares of Common Stock granted under the Plan are deemed property subject
to substantial risk of forfeiture within the meaning of Section 83 of the
Internal Revenue Code (the "Code"). Unless an election is made under Section
83(b) of the

<PAGE> 11

Code, stock grant recipients are taxed at ordinary rates on the fair
market value of the shares of Common Stock as to which such restrictions on
transfer lapse at the time such restrictions lapse, whether or not the shares
are sold at such time. Any further gain or loss on subsequent disposition of
the shares is taxed as a long-term or short-term capital gain or loss.

If an election is made under Section 83(b) of the Code, the recipient is
taxed at ordinary rates on the fair market value of the total shares of Common
Stock subject to grant at the time of grant. Any gain or loss thereafter is
treated as long-term or short-term capital gain. If the shares subject to any
stock grant are forfeited or reacquired by the Company pursuant to the terms of
the Plan, the recipient is not entitled to a deduction for any income
previously recognized as a result of the recipient's Section 83(b) election.

The Company is entitled to tax deductions to the extent and in the year
that ordinary income is recognized by the participant.

The rules governing the tax treatment of stock acquired pursuant to the
Plan are technical; accordingly, the above description is necessarily general
in nature and does not purport to be complete. Also, the tax consequences under
applicable state and local income tax laws may not be the same as under the
federal income tax laws.

* * * * *

The Board of Directors recommends a vote FOR the approval of the adoption
of the amendment to the Plan.

SHAREHOLDER RETURN PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Common Stock (based on the last
reported sales price of the respective year) with the cumulative total return
of the Nasdaq Stock Market Index (United States stocks, only) and the Nasdaq
Bank Stocks Index for the five-year period ended December 31, 1996. The
following information is based on an investment of $100 on January 1, 1992, in
the Common Stock, the Nasdaq Stock Market Index and the Nasdaq Bank Stocks
Index, with dividends reinvested.

TOTAL SHAREHOLDER RETURN

[CHART]

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------
1991 1992 1993 1994 1995 1996
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Independent Bank Corporation.............. $100.00 $175.29 $190.15 $234.11 $287.40 $397.91
The Nasdaq Stock Market................... 100.00 116.38 133.59 130.59 184.67 227.16
Nasdaq Bank Stocks........................ 100.00 145.55 165.99 165.38 246.32 325.60
</TABLE>

<PAGE> 12

COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

The Company's ability to create shareholder wealth is predicated on its
ability to attract and retain qualified executives and senior managers. The
Board of Directors, therefore, believes that the Company's compensation
policies and practices must: 1) provide incentives and rewards for superior
performance; 2) align the interests of its executive officers and senior
managers with the interests of its shareholders, and; 3) provide executive
officers and senior managers with the opportunity to accumulate wealth that is
commensurate with increases in the value of the Common Stock.

COMPENSATION STRATEGY

Consistent with these objectives and based on a compensation review by
nationally recognized compensation consultants, the Board of Directors adopted
a "pay-for-performance" compensation strategy in 1991. The strategy seeks to
maintain an optimum balance among three principal components of total
compensation, as follows:

BASE SALARY--Excluding consideration of other relevant factors, which may
include individual performance, experience, expertise and tenure, the Board
intends to maintain the base salaries of executive officers and senior managers
at approximately 95% of the level established by the Company's peers.

Annually, the Personnel Committee (the "Committee") recommends a base
salary for the President and Chief Executive Officer for consideration by the
entire Board of Directors. The Committee's recommendation is based upon
compensation levels established by the Company's peers and the Committee's
evaluation of the relevant factors that are described above. The base salaries
of the Presidents of each of the Banks are determined in a similar manner by
the Company's President and Chief Executive Officer and the Bank's respective
board of directors. The base salaries of other executive officers are
established by the Company's President and Chief Executive Officer.

ANNUAL CASH INCENTIVE--To provide performance incentives and to compensate
for the below-peer base salary, the strategy provides for annual cash awards
that are payable if the Company and the Banks meet or exceed annual performance
objectives established by the Board of Directors. Assuming "target performance"
is achieved under the Management Incentive Compensation Plan described below,
the Board intends that aggregate annual cash compensation (the total of base
salary and annual cash incentive) will equal approximately 105% of peer level.

LONG-TERM INCENTIVES--To align the interests of its executive officers and
senior managers with the Company's shareholders, the Board's compensation
strategy provides for equity-based compensation plans, including the Employee
Stock Ownership Plan, Incentive Share Grant Plan and Employee Stock Option Plan
described below. Each of the Company's compensation plans has been adopted by
the Board of Directors, and the Incentive Share Grant Plan and the Employee
Stock Option Plan have been approved by the Company's shareholders. Such plans
are, however, administered by the Committee. The Committee consists of
Directors Bazaire, Leppink and Palmer, each of whom is a non-employee Director
of the Company.

COMPENSATION PLANS

Pursuant to the MANAGEMENT INCENTIVE COMPENSATION PLAN, the Board of
Directors establishes annual performance levels as follows: 1) threshold
represents the performance level which must be achieved before any incentive
awards are granted; 2) target performance is defined as the desired level of
performance in view of all relevant factors, as discussed below, and; 3)
maximum represents that which reflects outstanding performance.

The principal factors considered by the Board in determination of these
performance levels include peer performance and investment community
expectations for return on equity and earnings per common share for the
Company, as well as similar expectations for its competitors in the financial
services industry. Corresponding performance levels are established for each of
the Banks.

In addition to the objective earnings goals for the Company and the Banks,
cash payments pursuant to this plan may also be subject to certain
pre-determined individual goals. Such individual goals may be objective or
subjective in nature. The individual performance component is, however, limited
to 20% of the total incentive formula for the Company's executive officers and
the Bank Presidents.

For the Chief Executive Officer, cash payments made pursuant to this plan
may range from 20% to 50% of base salary. For other executive officers and the
Bank Presidents, such cash payments may range from 15% to 35% of their base
salary. For the year ended December 31, 1996, the Company attained record
earnings and the Company's executive officers and the Bank Presidents were
eligible for cash awards that ranged from 25.4% to 50.0% of their respective
base salaries.

The INCENTIVE SHARE GRANT PLAN provides that the Committee, in its sole
discretion, may grant to the participants, shares of Common Stock in lieu of
the cash incentives payable pursuant to the Management Incentive Compensation
Plan. The market value of such incentive shares at the date of the grant must
equal twice the amount of the cash incentive otherwise payable. For the year
ended December 31, 1996, the Committee granted the executive officers 16,301
shares of Common Stock under the terms of this plan.

<PAGE> 13

Shares issued pursuant to the plan are subject to restrictions as to
transferability and risks of forfeiture. Such restrictions and risks lapse in
respect to 20% of the shares on the date of grant and 20% on each of the
succeeding anniversaries of the grant. Participation in this plan is limited to
the Company's executive officers and the Bank Presidents. Because the
executives' interest in the stock vests over time, the plan provides incentives
for these individuals to remain in the Company's employ and to manage the
affairs of the Company in the best interests of the shareholders.

The EMPLOYEE STOCK OPTION PLAN is intended to provide the Company's
executive officers and senior managers with additional long-term incentives to
manage the affairs of the Company in the best interests of its shareholders. On
April 16, 1996, the Board of Directors granted options to purchase 20,938
shares of Common Stock to 19 executive officers and senior managers of the
Company and the Banks. Each of the options provides the recipient the right to
purchase 1,102 shares of Common Stock at $27.14 per share, the market price of
the Common Stock as of the date of the grant. Such options are restricted as to
transferability and expire 5 years after the date of grant. Since the plan was
adopted in 1992, the Board of Directors has granted options to purchase 88,200
shares of Common Stock to 20 participants.

The EMPLOYEE STOCK OWNERSHIP PLAN provides substantially all full-time
employees with an equity interest in the Company. Contributions to the ESOP are
determined annually and are subject to the approval of the Board of Directors.
Contributions for the year ended December 31, 1996, were equal to 6% of the
base wage for each of the approximately 355 participants in the ESOP.

CHIEF EXECUTIVE OFFICER COMPENSATION

Charles C. Van Loan has served as the Company's Chief Executive Officer
since December 16, 1992. Prior to that time, Mr. Van Loan served as the
President and Chief Operating Officer of the Company and as the President and
Chief Executive Officer of Independent Bank.

Consistent with the Company's existing policies and practices, the
Committee reviewed available compensation data from the Company's peers and
evaluated Mr. Van Loan's contributions to the Company's success as well as his
experience and expertise. On the basis of its evaluation, the Committee
recommended for consideration by the full Board of Directors a base salary of
$185,000. As a result of the Company's record earnings, relative to the goals
established pursuant to the Management Incentive Compensation Plan, Mr. Van
Loan's cash incentive for 1996 totaled $92,500, all of which was paid in the
form of Common Stock pursuant to the Incentive Share Grant Plan.

KEITH E. BAZAIRE ROBERT J. LEPPINK CHARLES A. PALMER

<PAGE> 14

SECURITIES OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership of the Common
Stock by the Company's Chief Executive Officer and the four highest paid
executive officers of the Company or the Banks ("Named Executives") and by all
directors and executive officers as a group as of February 14, 1997.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP (1) OUTSTANDING
- --------------------------------------------------------------------------------
<S> <C> <C>
Charles C. Van Loan 39,217 (2) 1.34%
Jeffrey A. Bratsburg 31,160 (3) 1.07
Edward B. Swanson 18,882 .65
Michael M. Magee 10,937 .37
Ronald L. Long 7,851 .27

All executive officers and directors 307,669 (4) 10.54
as a group (consisting of 12 persons)
</TABLE>

(1) In addition to shares held directly or under joint ownership with their
spouse, beneficial ownership includes shares that are issuable under
options exercisable within 60 days, shares that are restricted and subject
to forfeiture pursuant to the Incentive Share Grant Plan and shares that
are allocated to their accounts as participants in the ESOP.

(2) Includes shares held by Mr. Van Loan's dependent children.

(3) Includes shares held by Mr. Bratsburg's wife with respect to which Mr.
Bratsburg disclaims beneficial ownership.

(4) Includes shares held by the ESOT. Beneficial ownership is disclaimed as
to 135,430 shares, including 127,349 shares which are held by the ESOT.

SUMMARY COMPENSATION TABLE

The following table sets forth compensation received by the Named Executives for
each of the three years ended December 31, 1996.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL --------------------------------- ALL
COMPENSATION RESTRICTED SECURITIES OTHER
------------ STOCK UNDERLYING COMPEN-
NAME & PRINCIPAL POSITION YEAR SALARY(1) AWARDS(2) OPTIONS (#) SATION(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles C. Van Loan, 1996 $185,000 $185,000 1,102 $16,650
President and Chief 1995 170,000 170,000 1,102 14,515
Executive Officer 1994 145,000 110,214 1,102 10,150

Jeffrey A. Bratsburg, 1996 $121,500 $ 85,050 1,102 $10,935
President and CEO of 1995 112,500 78,750 1,102 10,125
Independent Bank West Michigan 1994 105,000 65,104 1,102 7,350

Edward B. Swanson, 1996 $120,000 $ 84,000 1,102 $10,800
President and CEO of 1995 112,500 78,750 1,102 10,125
Independent Bank South Michigan 1994 105,000 44,350 1,102 7,350

Michael M. Magee 1996 $120,000 $ 84,000 1,102 $10,800
President and CEO of 1995 105,000 73,500 1,102 9,450
Independent Bank 1994 92,000 57,044 1,102 6,440

Ronald L. Long 1996 $104,000 $ 52,834 1,102 $ 9,360
President and CEO of 1995 92,000 46,258 1,102 8,280
Independent Bank East Michigan 1994 80,000 33,938 1,102 5,600
</TABLE>

(1) Includes elective deferrals by employees pursuant to Section 401(k) of
the Internal Revenue Code.

<PAGE> 15

(2) Amounts represent the aggregate value of restricted shares of Common
Stock (based on the closing price of the stock on the date of grant)
issued to the Named Executives for the designated year under the Company's
Incentive Share Grant Plan. The 1996 award of restricted shares was based
on the closing price of $33.50 per share on January 20, 1997. The Plan
provides that the Personnel Committee may, at its sole discretion, grant
shares of restricted stock in lieu of cash bonuses payable under the
Company's Management Incentive Compensation Plan. The aggregate fair
market value of the shares granted to each participant must equal twice
the value of the amount otherwise payable in cash. The shares are subject
to restrictions on transfer and conditions of forfeiture which lapse over
a period of five years at an annual rate of 20% of the granted shares,
subject to earlier termination of those restrictions and conditions upon
death, disability or a change in control of the Company. The Named
Executives have no right to such restricted shares, except voting rights
and the right to all dividends or other distributions paid to holders of
the Common Stock. As of December 31, 1996, the Named Executives held
shares of restricted stock in the following aggregate amounts and values
(based on the closing price of the Common Stock on December 31, 1996,
which equaled $34.00): Mr. Van Loan - 11,818 shares ($401,812); Mr.
Bratsburg - 5,849 shares ($198,866); Mr. Swanson - 5,355 shares
($182,070); Mr. Magee - 5,352 shares ($181,968); and Mr. Long - 2,981
shares ($101,354).

(3) Amounts represent Company contributions to the Employee Deferred
Compensation Plan [401(k)] and Employee Stock Ownership Plan. Subject to
certain age and service requirements, all employees of the Company and its
subsidiaries are eligible to participate in these plans.

OPTION GRANTS IN 1996

The following table provides information on options granted to the Named
Executives during the year ended December 31, 1996.

INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL EXERCISE OR GRANT DATE
SECURITIES UNDERLYING OPTIONS GRANTED TO BASE PRICE EXPIRATION PRESENT
NAME OPTIONS GRANTED (1) EMPLOYEES IN 1996 (PER SHARE) (2) DATE VALUE (3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles C. Van Loan 1,102 5.26% $27.14 April 16, 2001 $5,092
Jeffrey A. Bratsburg 1,102 5.26 27.14 April 16, 2001 5,092
Edward B. Swanson 1,102 5.26 27.14 April 16, 2001 5,092
Michael M. Magee 1,102 5.26 27.14 April 16, 2001 5,092
Ronald L. Long 1,102 5.26 27.14 April 16, 2001 5,092
</TABLE>

(1) Indicates number of shares which may be purchased pursuant to options
granted under the Company's Employee Stock Option Plan on April 16, 1996.
Options may not be exercised in full or in part prior to the expiration of
one year from the date of grant. Each option contains a limited stock
appreciation right which becomes exercisable: (1) if any person acquires
25% or more of the outstanding Common Stock; (2) prior to a merger or
consolidation in which the Company will not survive; or (3) upon the sale
of substantially all of the Company's assets.

(2) The exercise price equals the prevailing market price of the Common Stock
on the date of grant. The exercise price may be paid in cash, by the
delivery of previously owned shares, through the withholding of shares
otherwise issuable upon exercise or a combination thereof.

(3) The values reflect application of the Black-Scholes option pricing model.
The assumptions employed were expected volatility of .1637492, risk-free
rate of return of 6.48%, dividend yield of 3.65% and time to exercise of
five years.

AGGREGATED STOCK OPTION EXERCISES IN 1996
AND YEAR END OPTION VALUES

The following table provides information on the value of unexercised
options held by the Named Executives at December 31, 1996. Options were first
granted to employees in 1992, following the adoption of the Employee Stock
Option Plan at the Company's 1992 Annual Meeting of Shareholders. Options
representing 2,204 shares of Common Stock were exercised in 1996.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS (1)
ACQUIRED VALUE ------------------------------- ---------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles C. Van Loan 4,410 1,102 $69,190 $7,560
Jeffrey A. Bratsburg 4,410 1,102 69,190 7,560
Edward B. Swanson 4,410 1,102 69,190 7,560
Michael M. Magee 1,102 1,102 12,485 7,560
Ronald L. Long 1,102 $9,660 2,205 1,102 29,970 7,560
</TABLE>

(1) The value of unexercised options is based on the difference between the
closing price of the Common Stock on December 31, 1996 ($34.00) and the
exercise prices of the options.

<PAGE> 16

TRANSACTIONS INVOLVING MANAGEMENT

Directors and officers of the Company and their associates were customers
of, and had transactions with, subsidiaries of the Company in the ordinary
course of business during 1996. All loans and commitments included in such
transactions were made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and do not involve an
unusual risk of collectibility or present other unfavorable features. Such loans
totaled $3,944,000 at December 31, 1996, equal to 7.61% of shareholders' equity.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16 of the Securities Exchange Act of 1934, the
Company's directors and executive officers, as well as any person holding more
than 10% of its Common Stock, are required to report initial statements of
ownership of the Company's securities and changes in such ownership to the
Securities and Exchange Commission. Based upon written representations by each
Director and Executive Officer, all of the required reports were filed by such
persons during 1996, except as follows: A report of change in beneficial
ownership covering the sale of Common Stock by his daughter was filed late by
Mr. Van Loan and a report of change in beneficial ownership covering the
purchase of 9.25% Cumulative Trust Preferred Securities was filed late by Mr.
Bazaire. In addition, Mr. Leppink filed one late report covering the
disposition of shares held by a partnership of which Mr. Leppink is a partner.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting and will have the opportunity to make a statement if desired and will
be available to respond to appropriate questions. The Board of Directors has
not yet selected independent accountants for 1997. It is expected that KPMG
Peat Marwick LLP will be selected within the next two months to serve as the
independent accountants for 1997.

SHAREHOLDER PROPOSALS

Article VIII of the Company's Articles of Incorporation contains certain
procedural requirements applicable for shareholder nominations of persons to be
elected as directors of the Company. A copy of the Company's Articles of
Incorporation has been filed with the Securities and Exchange Commission and
can be obtained from its Public Reference Section or the Company. Any other
shareholder proposal to be considered by the Company for inclusion in the 1998
Annual Meeting of Shareholders proxy material must be received by the Company
not later than December 22, 1997.

GENERAL

The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by mail, the officers and employees of the Company and its
subsidiaries may solicit proxies by telephone, telegraph or in person. The
Company has retained the services of Corporate Investor Communications, Inc. to
deliver proxy materials to brokers, nominees, fiduciaries and other custodians
for distribution to beneficial owners, as well as solicit proxies from these
institutions. The cost of such services is expected to total approximately
$4,000, plus reasonable out of pocket expenses.

As of the date of this proxy statement, Management knows of no other
matters to be brought before the meeting. However, if further business is
presented by others, the proxy holders will act in accordance with their best
judgment.

By order of the Board of Directors,

/s/ William R. Kohls

William R. Kohls
Secretary

Dated: March 14, 1997

<PAGE> 17
A-1

APPENDIX

Independent Bank Corporation is a bank holding company with
total assets of $889 million and a market capitalization of
approximately $116 million. Its four subsidiary banks
principally serve rural and suburban communities located across
Michigan's lower peninsula.

The Banks emphasize service and convenience as the
principal means of competing in the delivery of financial
services. Accordingly, the Company's community banking
philosophy vests discretion and authority in the Banks'
management while providing financial incentives to align the
interests of such managers with those of its shareholders.

To support the Banks' service and sales efforts, while
providing the internal controls that are consistent with its
decentralized structure, the Company has centralized common
operations and provides administrative and operational services
to the Banks.

CONTENTS

Management's Discussion and Analysis........................... A-2

Selected Consolidated Financial Data........................... A-11

Independent Auditor's Report................................... A-12

Consolidated Financial Statements.............................. A-13

Notes to Consolidated Financial Statements..................... A-18

Quarterly Data................................................. A-31

Shareholder Information........................................ A-32

Executive Officers & Directors................................. A-32

<PAGE> 18
A-2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Management's discussion and analysis of financial condition and results of
operations contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Actual results could differ
materially from those projected in such forward-looking statements.

The following section presents additional information to assess the
financial condition and results of operations of the Company and the Banks.
This section should be read in conjunction with the consolidated financial
statements and supplemental financial data contained in this appendix.

ACQUISITIONS AND FINANCING. Consistent with Management's goal to maintain
profitable financial leverage, the Company acquired North Bank Corporation
("NBC") effective May 31, 1996, and on December 13, 1996, one of the Banks
purchased eight offices from First of America Bank - Michigan N.A. (the "FoA
Branches"). These acquisitions (the "1996 Acquisitions") were financed with an
unsecured credit facility (the "Credit Facility") and the issuance of
cumulative trust preferred securities. The 1996 Acquisitions and related
financing will continue to have a material impact on the Company's financial
condition and results of operation.

NBC was acquired in exchange for cash consideration totaling $15.8
million. On the effective date of the transaction (the "NBC Acquisition"),
NBC's assets and shareholders' equity totaled $152.0 million and $9.5 million,
respectively, and the Company recorded goodwill totaling $7.5 million. NBC's
sole banking subsidiary, North Bank, was subsequently consolidated with one of
the Banks.

The FoA Branches are located in communities that are contiguous to markets
served by the acquiring Bank. On the date of the transaction (the "FoA
Purchase"), the FoA Branches had deposits and loans totaling $121.9 million and
$22.1 million, respectively, and the Bank recorded intangible assets of
approximately $8.8 million. Real and personal property associated with the FoA
Branches was purchased at net book value totaling $1.3 million.

The Credit Facility consisted of a $10 million term loan that requires
quarterly principal payments of $500,000 and a $7 million revolving credit
agreement. Unpaid principal balances at December 31, 1996, totaled $9.0 million
and $5.0 million, respectively.

On December 18, 1996, IBC Capital Finance, a trust subsidiary of the
Company, issued $17.25 million of 9.25% Cumulative Trust Preferred Securities
("Preferred Securities"). Net proceeds have been used by the Company to fund a
capital contribution to one of the Banks in conjunction with the FoA Purchase
and for other corporate purposes. In addition, the transaction will assist the
Company in maintaining a Tier 1 capital ratio in excess of 5%. (See "Capital
resources.")

RESULTS OF OPERATIONS

SUMMARY OF RESULTS. Net income totaled $7,852,000 in 1996. The 15.3%
increase from $6,810,000 in 1995 represents the thirteenth consecutive increase
in the Company's annual earnings. A year earlier, net income increased by 12.9%
from $6,031,000 in 1994.

These increases in net income principally reflect increases in net
interest income that have accompanied the growth in average earning assets. In
addition to the NBC Acquisition, the Banks' balance sheet management strategies
that combine effective loan origination efforts with disciplined funding
strategies have provided an opportunity to profitably deploy capital (See
"Deposits and borrowings" and "Asset/liability management.") Net gains on the
sale of real estate mortgage loans have also contributed to the increases in
net income. Increases in net interest income and net gains on the sale of real
estate mortgage loans were, however, partially offset by increases in
non-interest expense, the provision for loan losses and federal income taxes.

KEY PERFORMANCE RATIOS YEAR ENDED DECEMBER 31,
1996 1995 1994
- --------------------------------------------------------------------------------
Net income to
Average equity...................................... 15.74% 15.59% 15.22%
Average assets...................................... 1.11 1.25 1.25
Income per common share............................... $2.72 $2.38 $2.09

The increase in the Company's return on average equity, relative to its
return on average assets, reflects Management's efforts to maintain or enhance
financial leverage. As a result of the NBC Acquisition and the Banks' balance
sheet management strategies, the Company's leverage ratio (average assets
divided by average shareholders' equity) increased to 14.18 during 1996,
compared to 12.44 and 12.16 during 1995 and 1994, respectively. The leverage
ratio further increased to 17.14 at December 31, 1996, as a result of the FoA
Purchase.

<PAGE> 19
A-3

NET INTEREST INCOME. Increases in tax equivalent net interest income are
the result of increases in average earning assets. Tax equivalent net interest
income increased by 23.3% to $35,779,000 during 1996 and by 10.7% to
$29,008,000 in 1995 from $26,205,000 in 1994. Average earning assets increased
by 29.5% to $664,718,000 in 1996 and by 15.1% to $513,377,000 in 1995 from
$445,971,000 in 1994.

The Banks' balance sheet management strategies and the NBC Acquisition
each account for approximately 50% of the $151,341,000 increase in average
earning assets in 1996. (See "Deposits and borrowings.") The FoA Purchase did
not, however, have a material impact on average earning assets. Approximately
90% of the $67,406,000 increase in average earning assets in 1995 can be
attributed to the Banks' balance sheet management strategies.

<TABLE>
<CAPTION>
1996 1995 1994
AVERAGE -----------------------------------------------------------------------------------------------
BALANCES AND TAX AVERAGE YIELD/ AVERAGE YIELD/ AVERAGE YIELD/
EQUIVALENT RATES BALANCE INTEREST COST BALANCE INTEREST COST BALANCE INTEREST COST
- ----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Loans-all domestic(1,2)..... $510,434 $49,478 9.69% $382,644 $37,654 9.84% $294,968 $28,936 9.81%
Taxable securities.......... 100,945 6,710 6.65 93,064 5,919 6.36 108,905 6,537 6.00
Tax-exempt securities(2).... 39,393 3,433 8.72 31,516 2,914 9.25 29,763 2,857 9.60
Other investments........... 13,946 971 6.96 6,153 421 6.84 12,335 460 3.73
-------- ------- -------- -------- -------- --------
Interest earning assets... 664,718 60,592 9.12 513,377 46,908 9.14 445,971 38,790 8.70
------- -------- --------
Cash and due from banks..... 21,573 16,091 14,359
Other assets, net........... 21,038 14,115 21,491
-------- -------- --------
Total assets............ $707,329 $543,583 $481,821
======== ======== ========
LIABILITIES
Savings and NOW............. $250,977 6,116 2.44 $217,721 5,515 2.53 $213,590 4,819 2.26
Time deposits............... 187,117 10,022 5.36 141,292 6,955 4.92 150,036 6,273 4.18
Long-term debt.............. 4,875 335 6.87 2,195 120 5.47
Other borrowings............ 144,703 8,340 5.76 89,048 5,430 6.10 28,481 1,373 4.82
-------- ------- -------- -------- -------- --------
Interest bearing
liabilities............. 587,672 24,813 4.22 448,061 17,900 4.00 394,302 12,585 3.19
------- -------- --------
Demand deposits............. 61,161 46,539 41,910
Other liabilities........... 8,597 5,296 5,989
Shareholders' equity........ 49,899 43,687 39,620
-------- -------- --------
Total liabilities and
shareholders' equity $707,329 $543,583 $481,821
======== ======== ========

Net interest income..... $35,779 $29,008 $ 26,205
======= ======= ========

Net interest income
as a percent of
earning assets........ 5.38% 5.65% 5.88%
==== ==== ====
</TABLE>

(1) Interest on loans includes net origination fees totaling $3,331,000,
$2,702,000 and $2,590,000 in 1996, 1995 and 1994, respectively.

(2) Interest on tax-exempt securities has been adjusted to reflect
preferential taxation. The adjustment assumes a marginal tax rate of 34%.
For purposes of analysis, tax-exempt loans are included in tax-exempt
securities.

Tax equivalent net interest income declined to 5.38% of average earning
assets during 1996 from 5.65% and 5.88% in 1995 and 1994, respectively. In
addition to the cost of other borrowings utilized to implement the Banks'
balance sheet management strategies, the decrease in tax equivalent net interest
income as a percent of average earning assets during 1996 reflects the NBC
Acquisition and the cost of the Credit Facility.

<PAGE> 20
A-4

<TABLE>
<CAPTION>
CHANGE IN TAX EQUIVLENT 1996 COMPARED TO 1995 1995 COMPARED TO 1994
NET INTEREST INCOME VOLUME RATE NET VOLUME RATE NET
- ---------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Increase (decrease) in interest income(1)
Loans-all domestic................................ $12,395 $(571) $11,824 $ 8,627 $ 91 $ 8,718
Taxable securities................................ 516 275 791 (991) 373 (618)
Tax-exempt securities(2).......................... 695 (176) 519 165 (108) 57
Other investments................................. 542 8 550 (303) 264 (39)
-------------------------------------------------------------------
Total interest income........................... 14,148 (464) 13,684 7,498 620 8,118
-------------------------------------------------------------------
Increase (decrease) in interest expense(1)
Savings and NOW................................... 817 (216) 601 95 601 696
Time deposits..................................... 2,412 655 3,067 (382) 1,064 682
Long-term debt.................................... 335 335 (120) (120)
Other borrowings.................................. 3,223 (313) 2,910 3,594 463 4,057
-------------------------------------------------------------------
Total interest expense.......................... 6,787 126 6,913 3,187 2,128 5,315
-------------------------------------------------------------------
Net interest income.......................... $ 7,361 $(590) $ 6,771 $ 4,311 $(1,508) $ 2,803
===================================================================
</TABLE>

(1) The change in interest due to changes in both balance and rate has been
allocated to change due to balance and change due to rate in proportion to
the relationship of the absolute dollar amounts of change in each.

(2) Interest on tax exempt securities has been adjusted to reflect
preferential taxation. The adjustment assumes a marginal tax rate of 34%.

Increases in loans as a percent of average earning assets partially offset
the decline in tax equivalent net interest income as a percent of average
earning assets. Loans were equal to 76.8% of average earning assets in 1996
compared to 74.5% and 66.1% in 1995 and 1994. Management anticipates that cash
proceeds from the FoA Purchase, pending complete deployment into higher
yielding loans, as well as distributions paid on the Preferred Securities will
depress tax equivalent net interest income as a percent of average earning
assets in future accounting periods.

<TABLE>
<CAPTION>
COMPOSITION OF AVERAGE EARNING ASSETS YEAR ENDED DECEMBER 31,
AND INTEREST PAYING LIABILITIES 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
As a percent of average earning assets
Loans-all domestic...................................................................... 76.79% 74.53% 66.14%
Other earning assets.................................................................... 23.21 25.47 33.86
--------------------------
Average earning assets.............................................................. 100.00% 100.00% 100.00%
==========================
Savings and NOW......................................................................... 37.76% 42.41% 47.89%
Time deposits........................................................................... 28.15 27.52 33.64
Other borrowings and long-term debt..................................................... 22.50 17.35 6.88
--------------------------
Average interest bearing liabilities................................................ 88.41% 87.28% 88.41%
==========================

Earning asset ratio....................................................................... 93.98% 94.44% 92.56%
Free-funds ratio.......................................................................... 11.59 12.72 11.59
</TABLE>

PROVISION FOR LOAN LOSSES. In addition to a subjective analysis of general
and local economic conditions, Management's assessment of the allowance for
loan losses is based upon the aggregate amount and composition of the Banks'
loan portfolios, a systematic review of specific credits, historical loss
experience as well as the absolute level of non-performing and impaired loans.
(See "Loan portfolios.")

The provision for loan losses totaled $1,233,000 in 1996 compared to
$636,000 in 1995 and $473,000 in 1994. Increases in the provision for loan
losses during both years partially reflect increases in the Banks' loan
portfolios. The application of Management's allocation methodology to NBC's
loan portfolio further contributed to the increase in the provision for loan
losses during 1996.

NON-INTEREST INCOME. Non-interest income totaled $5,552,000 in 1996. The
47% increase from $3,766,000 in 1995 reflects a $1,143,000 increase in net
gains on the sale of real estate mortgage loans. Increases in service charges
on deposit accounts and other non-interest income that principally relate to
the NBC Acquisition also contributed to the increase in non-interest income. A
year earlier, an increase in net gains on the sale of real estate mortgage
loans accounted for approximately 72% of the $665,000 increase in non-interest
income. Management anticipates that the 1996 Acquisitions will contribute to
increases in service charges on deposit accounts and other non-interest income
during the coming year.

<PAGE> 21
A-5

<TABLE>
<CAPTION>
NON-INTEREST INCOME YEAR ENDED DECEMBER 31,
1996 1995 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service charges on deposit accounts................................. $2,267,000 $1,919,000 $1,892,000
Net gains (losses) on asset sales
Real estate mortgage loans........................................ 1,871,000 728,000 249,000
Securities........................................................ (162,000) (120,000) (174,000)
Real estate mortgage loan servicing................................. 412,000 371,000 335,000
PrimeVest commissions............................................... 103,000 73,000 120,000
Other............................................................... 1,061,000 795,000 679,000
-------------------------------------
Total non-interest income...................................... $5,552,000 $3,766,000 $3,101,000
=====================================
</TABLE>

Net gains on the sale of real estate mortgage loans totaled $1,871,000 in
1996 compared to $728,000 and $249,000 in 1995 and 1994, respectively.
Management attributes a substantial portion of the increase in such net gains
to favorable economic and competitive conditions as well as increases in
aggregate loans sold. Management estimates, however, that approximately 45% of
the $1,143,000 increase during 1996 reflects the implementation of Statement of
Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing
Rights" ("SFAS #122"), as well as an increase in the sale of servicing rights
and an increase in the origination and sale of loans underwritten pursuant to
government guarantees.

NET GAINS ON THE SALE OF REAL ESTATE YEAR ENDED DECEMBER 31,
MORTGAGE LOANS 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Real estate mortgage loans originated............................. $227,600,000 $163,500,000 $97,800,000
Real estate mortgage loan sales................................... 108,700,000 52,000,000 38,100,000
Real estate mortgage loan servicing rights sold................... 37,900,000 19,700,000 1,500,000
Net gains on the sale of real estate mortgage loans............... 1,871,000 728,000 249,000
Net gains as a percent of real estate mortgage loan sales......... 1.72% 1.40% 0.65%
</TABLE>

The Banks' balance sheet management strategies are largely dependent upon
the ability to fund rate-sensitive loans with non-deposit sources of funds.
(See "Asset/liability management.") Accordingly, the Banks continue to retain
the majority of such rate-sensitive real estate mortgage loans and sell the
majority of fixed-rate obligations. Consequently, the volume of loans sold is
dependent upon consumer demand for fixed-rate loans as well as the Banks'
ability to sustain or increase the origination of real estate mortgage loans.
Net gains are further subject to economic and competitive factors as well as
the ability to effectively manage the Banks' exposure to changes in interest
rates.

The Banks have historically retained servicing rights on real estate
mortgage loans sold to maintain customer relationships. During 1996, however,
the Banks sold the related servicing rights on loans totaling $37,900,000
compared to $19,700,000 and $1,500,000 in 1995 and 1994, respectively. The
majority of these loans represent loans underwritten pursuant to government
guarantees and loans that have been originated in markets that are not served
by the Banks' branch networks. Accordingly, the sale of such servicing rights
will depend on the ability of the Banks to generate such loans.

Net losses on the sale of securities available for sale equaled $162,000
in 1996 compared to $120,000 and $174,000 in 1995 and 1994, respectively.
Future gains and losses will be dependent upon the Banks' asset/liability
management needs as well as the slope of the yield curve, the level of interest
rates and other pertinent factors. (See "Asset/liability management.")

NON-INTEREST EXPENSE. Non-interest expense totaled $27,861,000 in 1996
compared to $21,702,000 in 1995 and $19,503,000 in 1994. The $6,159,000
increase during 1996 principally reflects the impact of the NBC Acquisition as
well as an increase in salaries and benefits, including performance-based
compensation. A year earlier, an increase in salaries and benefits accounted
for the majority of the $2,199,000 increase in total non-interest expense.
Reductions in deposit insurance assessments, however, partially offset the
increase in non-interest expense during both 1996 and 1995.

<PAGE> 22
A-6

<TABLE>
<CAPTION>
NON-INTEREST EXPENSE YEAR ENDED DECEMBER 31,
1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Salaries............................................................. $10,280,000 $ 8,005,000 $ 7,817,000
Performance-based compensation and benefits.......................... 3,106,000 2,351,000 1,052,000
Other benefits....................................................... 2,299,000 1,807,000 1,693,000
-------------------------------------------
Salaries and benefits............................................. 15,685,000 12,163,000 10,562,000
Occupancy, net....................................................... 2,042,000 1,548,000 1,392,000
Furniture and fixtures............................................... 1,864,000 1,345,000 1,248,000
Loan and collection.................................................. 663,000 1,030,000 626,000
Deposit insurance.................................................... 92,000 499,000 966,000
Other................................................................ 7,515,000 5,117,000 4,709,000
-------------------------------------------
Total non-interest expense....................................... $27,861,000 $21,702,000 $19,503,000
===========================================
</TABLE>

The Company and the Banks maintain compensation policies and practices
that provide incentives for superior performance and align the interests of its
officers and employees with those of the Company's shareholders. In addition to
annual cash performance awards and commissions related to the origination of
real estate mortgage loans, such incentive compensation plans include
equity-based plans such as the Employee Stock Ownership Plan, the Employee
Stock Option Plan and the Incentive Share Grant Plan. Increases in
performance-based compensation accounted for 21.4% of the $3,522,000 increase
in salaries and benefits during 1996. A year earlier, performance-based
compensation accounted for 81% of the $1,601,000 increase in total
compensation.

The NBC Acquisition also had a substantial impact on salaries and benefits
as well as total non-interest expense. Management estimates that the NBC
Acquisition accounts for approximately 35% of the increase in salaries and
benefits and approximately 45% of the increase in total non-interest expense.
Further, Management anticipates that the 1996 Acquisitions, including the
amortization of intangible assets, will contribute to increases in salaries and
benefits as well as total non-interest expense during future accounting
periods.

Costs associated with new branch facilities, a write down of other real
estate as well as the introduction of the "EZ Money" check card and related ATM
conversion have also contributed to the increase in non-interest expense during
1996. Costs associated with new loan production offices contributed to
increases in occupancy, furniture and fixtures and other non-interest expense
during 1995. A provision for environmental remediation costs, as estimated by
environmental engineers, associated with foreclosed properties contributed
approximately $200,000 to the increase in non-interest expense during 1995.

FINANCIAL CONDITION

SUMMARY. Total assets increased by 51% to $888.6 million at December 31,
1996, from $590.1 million a year earlier. While the 1996 Acquisitions account
for more than 85% of the $298.5 million increase, the Banks' balance sheet
management efforts continue to make an important contribution to the Company's
growth.

In addition to proceeds from the sale or maturity of securities, the Banks
have relied on other borrowings to fund the increase in Portfolio Loans. The
use of such non-deposit funds, principally advances from the Federal Home Loan
Bank (the "FHLB"), complements the Banks' relatively stable base of core
deposits and may further Management's efforts to limit the Banks' exposure to
changes in interest rates. (See "Deposits and borrowings.") FHLB advances
totaled $111.0 million and $103.0 million at December 31, 1996 and 1995,
respectively.

SECURITIES. The Banks maintain diversified securities portfolios that
include obligations of the U.S. Treasury and government-sponsored agencies as
well as securities issued by states and political subdivisions, corporate notes
and mortgage-backed securities. Management continually evaluates the Banks'
asset/liability management needs and attempts to maintain a portfolio structure
that provides sufficient liquidity and cash flow.

Securities available for sale are carried at fair value and unrealized
gains and losses, after consideration of applicable taxes, are recognized as a
separate component of shareholders' equity. Management has the intent and the
Banks have the ability to hold other securities to maturity. These securities
are carried at amortized cost without adjustment for unrealized gains and
losses.

<PAGE> 23
A-7

<TABLE>
<CAPTION>
SECURITIES AMORTIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Securities Available for Sale
December 31, 1996......................... $135,290,000 $1,870,000 $308,000 $136,852,000
December 31, 1995......................... 86,471,000 1,538,000 456,000 87,553,000

Securities Held to Maturity
December 31, 1996......................... $26,754,000 $929,000 $38,000 $27,645,000
December 31, 1995......................... 27,906,000 1,157,000 32,000 29,031,000
</TABLE>

The Banks sold securities available for sale with an aggregate market
value of $18,145,000, in 1996 compared to $14,054,000 and $28,384,000 in 1995
and 1994, respectively. The Banks realized net losses of $162,000 in 1996
compared to $120,000 and $174,000 in 1995 and 1994, respectively, on such
sales.

LOAN PORTFOLIOS. Management believes that the stable and diversified
economies of the Banks' principal lending markets provide attractive lending
opportunities. In addition to the communities served by the Banks' branch
networks and loan production offices, the principal lending markets include
nearby communities and metropolitan areas. Subject to established underwriting
criteria, the Banks also participate in commercial lending transactions with
certain non-affiliated banks and purchase real estate mortgage loans from
third-party originators.

<TABLE>
<CAPTION>
LOAN PORTFOLIO COMPOSITION DECEMBER 31,
1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Real estate
Residential first mortgages.......................................... $275,660,000 $211,690,000
Residential home equity and other junior mortgages................... 35,673,000 19,733,000
Construction and land development.................................... 49,017,000 29,328,000
Other................................................................ 92,253,000 56,675,000
Consumer............................................................... 90,284,000 64,821,000
Commercial............................................................. 45,013,000 23,403,000
Agricultural........................................................... 21,804,000 12,394,000
-------------------------------
Total loans..................................................... $609,704,000 $418,044,000
===============================
</TABLE>

Loans, excluding loans held for sale ("Portfolio Loans"), increased to
$609.7 million at December 31, 1996, from $418.0 million a year earlier.
Management attributes approximately 55% of the $191.7 million increase in
Portfolio Loans to the impact of the 1996 Acquisitions.

Management believes that the Company's decentralized structure provides
the Banks with important advantages in serving the credit needs of its
principal lending markets. Although the Management and Board of Directors of
each Bank retain authority and responsibility for all credit decisions, each of
the Banks has adopted uniform underwriting standards. The Company's loan
committee and the centralization of credit services promote compliance with
established underwriting standards. The Company's centralized credit services,
which include credit analysis and commercial loan review, provide additional
internal controls that are consistent with the needs of a decentralized
organization. The centralization of retail loan services further provides for
consistent service quality and facilitates compliance with applicable consumer
protection laws and regulations.

<TABLE>
<CAPTION>
NON-PERFORMING ASSETS DECEMBER 31,
1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-accrual loans................................................................ $1,711,000 $1,886,000 $2,052,000
Loans 90 days or more past due and still accruing interest....................... 1,994,000 427,000 254,000
Restructured loans............................................................... 197,000 247,000 528,000
------------------------------------
Total non-performing loans..................................................... 3,902,000 2,560,000 2,834,000
Other real estate................................................................ 730,000 760,000 1,381,000
------------------------------------
Total non-performing assets.............................................. $4,632,000 $3,320,000 $4,215,000
====================================
As a percent of total loans
Non-performing loans........................................................... 0.64% 0.61% 0.84%
Non-performing assets.......................................................... 0.76 0.79 1.25
</TABLE>

<PAGE> 24
A-8

The 1996 Acquisitions account for the $1,342,000 increase in
non-performing loans to $3,902,000 at December 31, 1996. Non-performing loans
associated with these transactions totaled approximately $1,485,000 at December
31, 1996. The decline in non-performing assets during 1995, to $3,320,000 at
December 31, 1995, from $4,215,000 a year earlier, principally reflects a
decrease in substandard assets that had been acquired in connection with the
acquisition of a bank in 1994 and two banks in 1993.

<TABLE>
<CAPTION>
ALLOWANCE FOR LOAN LOSSES YEAR ENDED DECEMBER 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of period ............................................. $5,243,000 $5,054,000 $5,053,000
Allowance on loans acquired............................................... 1,180,000
Provision charged to operating expense.................................... 1,233,000 636,000 473,000
Recoveries credited to allowance.......................................... 440,000 265,000 399,000
Loans charged against allowance........................................... (1,136,000) (712,000) (871,000)
----------------------------------
Balance at end of period.................................................... $6,960,000 $5,243,000 $5,054,000
==================================

Allowance for loan losses as a percent of non-performing loans.............. 178% 205% 178%
</TABLE>

Loans charged against the allowance, net of recoveries ("Net Losses"),
were $696,000 during 1996, compared to $447,000 and $472,000 in 1995 and 1994,
respectively. Net Losses on loans that were acquired as a result of the NBC
Acquisition totaled approximately $153,000.

<TABLE>
<CAPTION>
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES DECEMBER 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial and agricultural........................................... $2,176,000 $1,612,000 $1,655,000
Real estate mortgage.................................................. 257,000 162,000 177,000
Installment........................................................... 834,000 597,000 474,000
Unallocated........................................................... 3,693,000 2,872,000 2,748,000
------------------------------------
Total.......................................................... $6,960,000 $5,243,000 $5,054,000
====================================

Allocated allowance as a percent of total allowance................... 46.9% 45.2% 45.6%
</TABLE>

The allowance for loan losses is maintained at a level that Management
considers appropriate based upon its assessment of relevant circumstances. (See
"Provision for loan losses.") In performing its assessment, Management
allocates portions of the allowance for loan losses to specific loans and loan
portfolios. The allowance for loan losses declined to 1.14% of Portfolio Loans
at December 31, 1996, from 1.25% and 1.50% at December 31, 1995 and 1994,
respectively. At those same dates, the unallocated portion of the allowance was
equal to 53.1% of the total allowance for loan losses compared to 54.8% and
54.4%, respectively.

DEPOSITS AND BORROWINGS. Deposits totaled $672.5 million at December 31,
1996, compared to $411.6 million at December 31, 1995. The 1996 Acquisitions
account for substantially all of the $260.9 million increase in total deposits.
Other borrowed funds totaled $135.3 million at December 31, 1996, compared to
$110.9 million a year earlier. In addition to FHLB advances, other borrowed
funds include the Credit Facility and securities sold under repurchase
agreements.

The Banks' competitive position within many of the markets served by the
branch networks limit the ability to materially increase deposits without
adversely impacting the weighted-average cost of core deposits. Accordingly,
the use of other borrowed funds, principally advances from the FHLB, is an
integral component of the Banks' balance sheet management strategies. Such
non-deposit sources of funds are structured to complement the Banks' existing
interest rate risk profile and may further reduce the Banks' exposure to
depositors' options to withdraw funds prior to maturity. (See "Asset/liability
management.")

CAPITAL RESOURCES. The ability to maintain or enhance financial leverage
is critical to Management's mission to create value for the Company's
shareholders. Accordingly, the Banks have implemented balance sheet management
strategies that combine effective loan origination efforts with disciplined
funding strategies to profitably deploy capital within existing markets.
Implementation of such strategies have made important contributions to the
Company's net income and return on average equity.

Management believes that its disciplined acquisition strategy is
consistent with its goal to create shareholder value. Although the Banks'
balance sheet management strategies continue to provide important opportunities
to grow, Management believes that the franchise value associated with core
deposits and other customer relationships may provide greater value to the
Company's shareholders.

<PAGE> 25
A-9

Dividend policies have been an important element of the Company's capital
management efforts. Cash dividends declared totaled $2,868,000, equal to 36.5%
of net income during 1996. Cash dividends totaled $2,506,000 in 1995 and
$2,088,000 in 1994, equal to 36.8% and 34.6% of net income, respectively.

The Company's cost of capital is also a critical factor in creating
shareholder value. On October 21, 1996, the Board of Governors of the Federal
Reserve approved the use of certain cumulative preferred stock instruments as
Tier 1 capital for bank holding companies. Distributions paid to holders of
such preferred stock instruments are a tax deductible expense of the issuer.

In view of the low cost of such capital, Management elected to fund the
FoA Branch Purchase by issuing non-convertible preferred securities. IBC
Capital Finance invested the proceeds from the sale of the Preferred Securities
into subordinated debentures issued by the Company. The Preferred Securities
are presented within the liability section of the consolidated balance sheets
as Guaranteed Preferred Beneficial Interests in Company's Subordinated
Debentures and are not considered equity under generally accepted accounting
principles. The quarterly distributions paid on the Preferred Securities are
included in interest expense. In addition to annual tax benefits totaling more
than $500,000, the non-convertible structure of the Preferred Securities
eliminates potential dilution of the common shareholders' proportionate
interest in the Company.

<TABLE>
<CAPTION>
CAPITAL RATIOS DECEMBER 31,
1996 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
Equity capital............................................... 5.83% 7.97%
Average shareholders equity to average assets................ 7.05 8.04
Tier 1 leverage (tangible equity capital).................... 5.72 7.47
Tier 1 risk-based capital.................................... 9.01 11.49
Total risk-based capital..................................... 10.26 12.75

</TABLE>

Shareholders' equity totaled $51.8 million at December 31, 1996. The $4.8
million increase from $47.0 million at December 31, 1995, reflects earnings
retention as well as the issuance of common stock pursuant to the Incentive
Share Grant Plan and the Company's various stock option plans.

Principally as a result of the 1996 Acquisitions, shareholders' equity
declined to 5.83% of total assets at December 31, 1996, from 7.97% a year
earlier. In the absence of those transactions, Management estimates that
shareholders' equity would have increased to approximately 8.17% of total
assets. The Company's Tier 1 leverage ratio was equal to 5.72% at December 31,
1996, compared to 7.47% a year earlier.

ASSET/LIABILITY MANAGEMENT. The asset/liability management efforts of the
Company and the Banks are intended to identify and evaluate opportunities to
structure the balance sheet in a manner that is consistent with Management's
mission to maintain profitable financial leverage within established risk
parameters. Accordingly, Management's evaluation of business opportunities and
alternate strategies carefully consider the likely impact on the Banks' risk
profile as well as the anticipated contribution to earnings.

Management employs simulation analyses to evaluate the potential changes
in the Banks' net interest income and market value of portfolio equity that
result from changes in interest rates. Such analyses further anticipate the
potential change in the slope of the U.S. Treasury yield curve as well as
changes in prepayment rates on certain assets and premature withdrawals of
certificates of deposits that will accompany changes in interest rates.

Consistent with Management's intent to maintain profitable leverage, the
marginal cost of non-deposit funds is a principal consideration in the
implementation of the Banks' balance sheet management strategies. Management's
ongoing evaluations have determined that the retention of 15- and 30-year
fixed-rate real estate mortgage loans is not consistent with its goal to
profitably deploy capital or the Banks' asset/liability management needs.
Accordingly, the majority of such loans are sold to mitigate exposure to
changes in interest rates. Adjustable-rate and balloon real estate mortgage
loans may, however, be profitably funded within established risk parameters and
the retention of such loans is a principal focus of the Banks' balance sheet
management strategies.

<PAGE> 26
A-10

<TABLE>
<CAPTION>
INTEREST RATE SENSITIVITY DECEMBER 31, 1996
DAYS YEARS
------------------------------------------ -------------------
0 - 30 31 - 90 91 - 180 181 - 365 1 - 5 5+ TOTAL
- ----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Loans and loans held for sale............. $117,030 $39,979 $ 53,062 $ 86,583 $189,020 $135,613 $621,287
Federal funds sold........................ 10,000 10,000
Taxable securities........................ 11,938 2,717 4,730 13,331 75,264 24,656 132,636
Tax-exempt securities..................... 274 1,089 1,840 19,347 19,496 42,046
-----------------------------------------------------------------------
Interest earning assets................. 138,968 42,970 58,881 101,754 283,631 179,765 805,969
-------------------------------------------------------------
Non-interest earning assets............... 82,628
--------
Total Assets....................... $888,597
========

LIABILITIES AND SHAREHOLDERS' EQUITY
Demand, savings and NOW................... 54,879 15,452 22,703 38,000 126,612 154,652 $412,298
Time deposits............................. 23,754 36,062 41,380 54,508 97,833 6,699 260,236
Other borrowings.......................... 30,994 25,000 15,000 22,000 44,000 17,250 154,244
-----------------------------------------------------------------------
Total deposits and other borrowings..... 109,627 76,514 79,083 114,508 268,445 178,601 826,778
-------------------------------------------------------------
Shareholders' equity and other liabilities 61,819
--------
Total liabilities and
shareholders' equity.............. $888,597
========
RATE SENSITIVITY GAP AND RATIOS
Gap for period............................ $ 29,341 $(33,544) $(20,202) $(12,754) $ 15,186 $ 1,164
==============================================================
Cumulative gap............................ $ 29,341 $ (4,203) $(24,405) $(37,159) $(21,973) $(20,809)
==============================================================
Ratio of rate-sensitive assets to
rate-sensitive liabilities for period... 126.8% 56.2% 74.5% 88.9% 105.7% 100.7%
Cumulative ratio of rate-sensitive assets
to rate-sensitive liabilities............. 126.8 97.7 90.8 90.2 96.6 97.5

</TABLE>

<PAGE> 27
A-11

<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL DATA YEAR ENDED DECEMBER 31,
1996 1995 1994 1993(1) 1992(1)
- ------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Interest income.................................... $ 59,485 $ 45,982 $ 37,820 $ 34,370 $ 36,465
Interest expense................................... 24,813 17,900 12,585 12,305 15,150
----------------------------------------------------------------------------
Net interest income.............................. 34,672 28,082 25,235 22,065 21,315
Provision for loan losses.......................... 1,233 636 473 657 1,225
Non-interest income................................ 5,552 3,766 3,101 3,898 2,742
Non-interest expense............................... 27,861 21,702 19,503 17,535 15,703
----------------------------------------------------------------------------
Income before federal income tax expense......... 11,130 9,510 8,360 7,771 7,129
Federal income tax expense......................... 3,278 2,700 2,329 2,165 2,020
----------------------------------------------------------------------------
Net income.................................. $ 7,852 $ 6,810 $ 6,031 $ 5,606 $ 5,109
============================================================================
PER COMMON SHARE DATA(2)
Net income......................................... $ 2.72 $ 2.38 $ 2.09 $ 1.95 $ 1.78
Cash dividends declared............................ 1.00 0.89 0.72 0.50 0.44
Book value......................................... 18.11 16.56 14.12 13.57 12.08

SELECTED BALANCES
Assets............................................ $888,597 $590,147 $516,211 $482,027 $403,125
Loans and loans held for sale..................... 621,287 434,091 342,658 288,643 261,634
Allowance for loan losses......................... 6,960 5,243 5,054 5,053 4,023
Deposits.......................................... 672,534 411,624 409,471 423,620 358,874
Shareholders' equity.............................. 51,836 47,025 40,311 39,049 34,467
Long-term debt.................................... 7,000 2,750

SELECTED RATIOS
Tax equivalent net interest income
to average earning assets....................... 5.38% 5.65% 5.88% 5.85% 5.88%
Net income to
Average common equity........................... 15.74 15.59 15.22 15.21 15.88
Average assets.................................. 1.11 1.25 1.25 1.33 1.26
Dividend payment ratio............................ 36.53 36.80 34.62 25.54 24.13
Average shareholders'equity to average assets..... 7.05 8.04 8.22 8.72 7.94
Tier 1 leverage (tangible equity capital) ratio... 5.72 7.47 7.76 7.61 8.05
Non-performing loans to total loans............... 0.64 0.61 0.84 1.14 1.24
</TABLE>

(1) Restated to reflect an acquisition accounted for as a pooling of
interests. (See note 2 to consolidated financial statements.)

(2) Per share data has been adjusted to give retroactive effect to 5% stock
dividends in 1996 and 1995.

<PAGE> 28
A-12

INDEPENDENT AUDITOR'S REPORT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS AND SHAREHOLDERS
INDEPENDENT BANK CORPORATION
IONIA, MICHIGAN

We have audited the accompanying consolidated statements of financial
condition of Independent Bank Corporation and subsidiaries as of December 31,
1996 and 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
our opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Independent
Bank Corporation and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, the
Company changed its method of accounting for mortgage servicing rights to adopt
the provisions of Financial Accounting Standards Board's Statement of Financial
Accounting Standards (SFAS) No. 122, "Accounting for Mortgage Servicing
Rights." As discussed in note 1, the Company changed its method of accounting
for investments to adopt the provisions of Financial Accounting Standards
Board's SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" at January 1, 1994. As discussed in note 1, the Company changed its
method of accounting for impaired loans in 1995 to adopt the provisions of
Financial Accounting Standards Board's SFAS No. 114, "Accounting by Creditors
for Impairment of a Loan", as amended by SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures."

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP
Lansing, Michigan
February 3, 1997

<PAGE> 29
A-13

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents
Cash and due from banks.......................................................... $ 40,631,000 $ 17,208,000
Federal funds sold............................................................... 10,000,000
--------------------------
Total Cash and Cash Equivalents................................................ 50,631,000 17,208,000
--------------------------
Securities available for sale...................................................... 136,852,000 87,553,000
Securities held to maturity (fair value of $27,645,000 at December 31, 1996;
$29,031,000 at December 31, 1995)................................................ 26,754,000 27,906,000
Federal Home Loan Bank stock, at cost.............................................. 11,076,000 7,710,000
Loans held for sale................................................................ 11,583,000 16,047,000
Loans
Commercial and agricultural...................................................... 164,304,000 108,879,000
Real estate mortgage............................................................. 331,150,000 225,900,000
Installment...................................................................... 114,250,000 83,265,000
--------------------------
Total Loans................................................................... 609,704,000 418,044,000
Allowance for loan losses........................................................ (6,960,000) (5,243,000)
--------------------------
Net Loans..................................................................... 602,744,000 412,801,000
Property and equipment, net........................................................ 18,462,000 9,931,000
Accrued income and other assets.................................................... 30,495,000 10,991,000
--------------------------
Total Assets............................................................... $888,597,000 $590,147,000
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing............................................................. $ 84,671,000 $ 46,168,000
Savings and NOW.................................................................. 327,627,000 215,336,000
Time............................................................................. 260,236,000 150,120,000
--------------------------
Total Deposits................................................................. 672,534,000 411,624,000
Federal funds purchased............................................................ 1,700,000 13,400,000
Other borrowings................................................................... 135,294,000 110,894,000
Guaranteed preferred beneficial interests in Company's subordinated debentures..... 17,250,000
Accrued expenses and other liabilities............................................. 9,983,000 7,204,000
--------------------------
Total Liabilities................................................................ 836,761,000 543,122,000
--------------------------

Commitments and contingent liabilities

Shareholders' Equity
Preferred stock, no par value--200,000 shares authorized; none outstanding
Common stock, $1.00 par value--14,000,000 shares authorized; issued and
outstanding: 2,861,535 shares at December 31, 1996 and 2,704,038 shares
at December 31, 1995.......................................................... 2,862,000 2,704,000
Capital surplus.................................................................. 23,230,000 19,924,000
Retained earnings................................................................ 24,713,000 23,683,000
Net unrealized gain on securities available for sale, net of related tax effect.. 1,031,000 714,000
--------------------------
Total Shareholders' Equity..................................................... 51,836,000 47,025,000
--------------------------
Total Liabilities and Shareholders' Equity................................ $888,597,000 $590,147,000
==========================
</TABLE>

See notes to consolidated financial statements.

<PAGE> 30
A-14
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans ........................... $ 49,768,000 $ 37,861,000 $29,107,000
Securities available for sale ......................... 6,337,000 2,692,000 2,853,000
Securities held to maturity
Taxable ........................................... 1,209,000 3,227,000 3,684,000
Tax-exempt ......................................... 1,200,000 1,781,000 1,716,000
Other investments ..................................... 971,000 421,000 460,000
--------------------------------------------------
Total Interest Income .............................. 59,485,000 45,982,000 37,820,000
--------------------------------------------------

INTEREST EXPENSE
Deposits ............................................. 16,138,000 12,470,000 11,092,000
Other borrowings ...................................... 8,675,000 5,430,000 1,493,000
--------------------------------------------------
Total Interest Expense ............................. 24,813,000 17,900,000 12,585,000
--------------------------------------------------
Net Interest Income ................................ 34,672,000 28,082,000 25,235,000
Provision for loan losses ................................. 1,233,000 636,000 473,000
--------------------------------------------------
Net Interest Income After Provision for Loan
Losses ........................................... 33,439,000 27,446,000 24,762,000
--------------------------------------------------

NON-INTEREST INCOME
Service charges on deposit accounts ................... 2,267,000 1,919,000 1,892,000
Net gains (losses) on asset sales
Real estate mortgage loans ......................... 1,871,000 728,000 249,000
Securities ......................................... (162,000) (120,000) (174,000)
Other income ......................................... 1,576,000 1,239,000 1,134,000
--------------------------------------------------
Total Non-interest Income ......................... 5,552,000 3,766,000 3,101,000
--------------------------------------------------

NON-INTEREST EXPENSE
Salaries and employee benefits ....................... 15,685,000 12,163,000 10,562,000
Occupancy, net ....................................... 2,042,000 1,548,000 1,392,000
Furniture and fixtures ................................ 1,864,000 1,345,000 1,248,000
Other expenses ....................................... 8,270,000 6,646,000 6,301,000
--------------------------------------------------
Total Non-interest Expense ......................... 27,861,000 21,702,000 19,503,000
--------------------------------------------------
Income Before Federal Income Tax ................... 11,130,000 9,510,000 8,360,000
Federal income tax expense ............................. 3,278,000 2,700,000 2,329,000
--------------------------------------------------
Net Income ...................................... $ 7,852,000 $ 6,810,000 $ 6,031,000
==================================================

Income per common share ................................... $ 2.72 $ 2.38 $ 2.09
==================================================

Cash dividends declared per common share ................. $ 1.00 $ 0.89 $ 0.72
==================================================
</TABLE>

See notes to consolidated financial statements.
<PAGE> 31
A-15

CONSOLIDATED STATEMENTS OF CASH FLOWS

Proceeds from the sale of securities available for sale ..... 18,145,000 14,054,000 28,384,000
Proceeds from the maturity of securities available
for sale .................................................. 16,385,000
Proceeds from the maturity of securities held to maturity ... 3,015,000 13,920,000 25,094,000
Principal payments received on securities available
for sale .................................................. 9,601,000 1,347,000 285,000
Principal payments received on securities held to maturity .. 694,000 5,116,000 8,866,000
Purchases of securities available for sale .................. (60,396,000) (732,000) (34,658,000)
Purchases of securities held to maturity .................... (295,000) (19,423,000) (28,299,000)
Portfolio loans made to customers, net of principal
payments received ......................................... (85,566,000) (88,906,000) (54,751,000)
Acquisition of bank, less cash received ..................... 9,478,000
Acquisition of branch offices, less cash received ........... 89,864,000 13,949,000
Capital expenditures ........................................ (3,709,000) (1,642,000) (1,283,000)
------------------------------------------------
Net Cash from Investing Activities ................... (2,784,000) (62,317,000) (56,362,000)
------------------------------------------------

CASH FLOW FROM FINANCING ACTIVITIES
Net increase (decrease) in total deposits ................... 7,468,000 (12,273,000) (14,149,000)
Net increase (decrease) in short-term borrowings ............ (13,300,000) (347,000) 16,252,000
Proceeds from Federal Home Loan Bank advances ............... 63,000,000 104,000,000 44,000,000
Payments of Federal Home Loan Bank advances ................. (55,000,000) (41,000,000) (10,000,000)
Proceeds from long-term debt ................................ 10,000,000
Retirement of long-term debt ................................ (1,000,000) (2,750,000)
Proceeds from issuance of guaranteed preferred beneficial
interests in Company's subordinated debentures ............ 16,220,000
Dividends paid .............................................. (2,736,000) (2,392,000) (1,926,000)
Proceeds from issuance of common stock ...................... 59,000 138,000 16,000
Repurchase of common stock .................................. (893,000) (924,000)
------------------------------------------------
Net Cash from Financing Activities ................... 24,711,000 47,233,000 30,519,000
------------------------------------------------
Net Increase (Decrease) in Cash and Cash
Equivalents ........................................ 33,423,000 (6,511,000) (13,669,000)
Cash and Cash Equivalents at Beginning of Period .............. 17,208,000 23,719,000 37,388,000
------------------------------------------------
Cash and Cash Equivalents at End of Period ...... $ 50,631,000 $ 17,208,000 $ 23,719,000
================================================
Cash paid during the period for
Interest .................................................... $ 23,736,000 $ 17,604,000 $ 12,696,000
Income taxes ................................................ 3,890,000 3,110,000 2,366,000
Transfer of loans to other real estate ........................ 996,000 555,000 254,000
Transfer of portfolio loans to held for sale .................. 7,100,000
Transfer of securities held to maturity to available for
sale ........................................................ 52,601,000 19,283,000
</TABLE>

See notes to consolidated financial statements.
<PAGE> 32
A-16

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
NET UNREALIZED
GAIN (LOSS) ON
SECURITIES TOTAL
COMMON CAPITAL RETAINED AVAILABLE SHAREHOLDERS'
STOCK SURPLUS EARNINGS FOR SALE EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1994 .................... $2,611,000 $17,471,000 $18,967,000 $ 0 $39,049,000
Impact of change in accounting for securities,
net of $46,000 of related tax effect ......... 90,000 90,000
Net Income for 1994 ............................ 6,031,000 6,031,000
Cash dividends declared, $.72 per share ........ (2,088,000) (2,088,000)
Issuance of 18,356 shares of common stock ...... 18,000 345,000 363,000
Repurchase of 40,000 shares of
common stock ................................. (40,000) (884,000) (924,000)
Net change in unrealized gain (loss) on
securities available for sale, net of
$1,138,000 of related tax effect ............. (2,210,000) (2,210,000)
-----------------------------------------------------------------------------
Balances at December 31, 1994 ................ 2,589,000 16,932,000 22,910,000 (2,120,000) 40,311,000
Net income for 1995 ............................ 6,810,000 6,810,000
Cash dividends declared, $.89 per share (2,506,000) (2,506,000)
5% stock dividend .............................. 129,000 3,386,000 (3,531,000) (16,000)
Issuance of 22,430 shares of common stock ...... 22,000 463,000 485,000
Repurchase of 35,900 shares of
common stock ................................. (36,000) (857,000) (893,000)
Transfer of securities held to maturity to
available for sale, net of $443,000 of
related tax effect ........................... 859,000 859,000
Net change in unrealized gain (loss) on
securities available for sale, net of
$1,017,000 of related tax effect ............. 1,975,000 1,975,000
-----------------------------------------------------------------------------
Balances at December 31, 1995 ................ 2,704,000 19,924,000 23,683,000 714,000 47,025,000
Net income for 1996 ............................ 7,852,000 7,852,000
Cash dividends declared, $1.00 per share (2,868,000) (2,868,000)
5% stock dividend .............................. 136,000 3,799,000 (3,954,000) (19,000)
Issuance of 21,834 shares of common stock....... 22,000 537,000 559,000
Net issuance costs ............................. (1,030,000) (1,030,000)
Net change in unrealized gain (loss) on
securities available for sale, net of
$163,000 of related tax effect ............... 317,000 317,000
-----------------------------------------------------------------------------
Balances at December 31, 1996............... $2,862,000 $23,230,000 $24,713,000 $ 1,031,000 $51,836,000
=============================================================================
</TABLE>

See notes to consolidated financial statements.
<PAGE> 33

(This page intentionally left blank)
<PAGE> 34

A-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies and practices of Independent Bank
Corporation and subsidiaries conform with generally accepted accounting
principles and prevailing practices within the banking industry. The following
summaries describe the significant accounting and reporting policies that are
employed in the preparation of the consolidated financial statements.

The Banks transact business in the single industry segment of commercial
banking. The Banks' activities cover traditional phases of commercial banking,
including checking and savings accounts, commercial and agricultural lending,
direct and indirect consumer financing, mortgage lending and deposit box
services. The principal markets are the rural and suburban communities across
lower Michigan that are served by the Banks' branch networks. Subject to
established underwriting criteria, the Banks may also participate in commercial
lending transactions with certain non-affiliated banks and purchase real estate
mortgage loans from third-party originators. The local economies of the
communities served by the Banks are relatively stable and reasonably
diversified.

Management is required to make estimates and assumptions in the preparation
of the financial statements which affect the amounts reported. Material
estimates that are particularly susceptible to changes in the near-term relate
to the determination of the allowance for loan losses. While Management uses
relevant information to recognize losses on loans, additional provisions for
related losses may be necessary in the future based on changes in economic
conditions and customer circumstances.

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of Independent Bank Corporation and its subsidiaries. The
income, expenses, assets and liabilities of the subsidiaries are included in
the respective accounts of the consolidated financial statements, after
elimination of all material intercompany accounts and transactions.

STATEMENTS OF CASH FLOWS -- For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, amounts due from banks, and federal
funds sold. Generally, federal funds are sold for one-day periods. The Company
reports net cash flows for customer loan and deposit transactions.

LOANS HELD FOR SALE -- Loans held for sale are carried at the lower of
aggregate amortized cost or market value. Lower of cost or market value
adjustments, as well as realized gains and losses, are recorded in current
earnings. The Company adopted Statement of Financial Accounting Standards No.
122, "Accounting for Mortgage Servicing Rights," ("SFAS #122") on January 1,
1996. SFAS #122 requires the Banks to recognize as separate assets the rights
to service mortgage loans for others that have been acquired by purchase or the
origination and subsequent sale of a loan. The fair value of capitalized
originated mortgage servicing rights has been determined based upon market
value quotes for similar servicing. These mortgage servicing rights are
amortized in proportion to and over the period of estimated net loan servicing
income. SFAS #122 also requires the Banks to assess mortgage servicing rights
for impairment based on the fair value of those rights. For purposes of
measuring impairment, the risk characteristics used by the Banks include the
underlying loans' interest rates, term of loan and loan types.

SECURITIES -- The Company adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," ("SFAS #115") effective January 1, 1994. Under SFAS #115, the
Company is required to classify its securities as trading, held to maturity or
available for sale.

Trading securities are bought and held principally for the purpose of
selling them in the near-term and are reported at fair value with realized and
unrealized gains and losses included in earnings. The Company does not have any
trading securities. Securities held to maturity represent those securities for
which the Banks have the positive intent and ability to hold until maturity and
are reported at cost, adjusted for amortization of premiums and accretion of
discounts computed on the level yield method. Securities available for sale
represent those securities not classified as trading or held to maturity and
are reported at fair value with unrealized gains and losses, net of applicable
income taxes reported as a separate component of shareholders' equity. Gains
and losses realized on the sale of securities available for sale are determined
using the specific identification method and are recognized on a trade-date
basis. Premiums and discounts are recognized in interest income computed on the
level yield method.

LOAN REVENUE RECOGNITION -- Interest on loans is accrued based on the
principal amounts outstanding. The accrual of interest income is discontinued
when a loan becomes 90 days past due and the borrower's capacity to repay the
loan and collateral values appear insufficient. A non-accrual loan may be
restored to accrual status when interest and principal payments are current and
the loan appears otherwise collectible.
<PAGE> 35
A-19

Certain loan fees, net of direct loan origination costs, are deferred and
recognized as an adjustment of yield over the life of the related loan. Fees
received in connection with loan commitments are deferred until the loan is
advanced and are then recognized over the life of the loan as an adjustment of
yield. Fees on commitments that expire unused are recognized at expiration.
Fees received for a letter of credit are recognized as fee revenue over its
life.

ALLOWANCE FOR LOAN LOSSES -- Some loans may not be repaid in full.
Therefore, an allowance for loan losses is maintained at a level which
management has determined to be adequate to absorb inherent losses.
Management's assessment of the allowance is based on historical loss
experience, general economic conditions and trends, as well as the review of
specific loans. Increases in the allowance are recorded by a provision for loan
losses charged to expense and, although Management periodically allocates
portions of the allowance to specific loans and loan portfolios, the entire
allowance is available for any charge-offs which occur. Collection efforts may
continue and future recoveries may occur after a loan is charged-off.

The Company has adopted Statement of Financial Accounting Standards No.
114, "Accounting by Creditors for Impairment of a Loan," ("SFAS #114"). SFAS
#114, which has been subsequently amended by SFAS #118, requires the Company to
measure its investment in certain impaired loans based on one of three methods:
the loan's observable market price, the fair value of the collateral or the
present value of expected future cash flows discounted at the loan's effective
interest rate. This statement does not apply to homogenous residential mortgage
and installment loans. The adoption of this Statement in 1995 did not have a
significant effect on the allowance for loan losses.

PROPERTY AND EQUIPMENT -- Property and equipment is stated at cost less
accumulated depreciation and amortization. Depreciation and amortization is
computed using both straight-line and accelerated methods over the estimated
useful lives of the related assets.

OTHER REAL ESTATE -- Other real estate represents properties acquired
through foreclosure or by acceptance of a deed in lieu of foreclosure. The
carrying values of these properties are periodically evaluated and are adjusted
to the lower of cost or fair value minus estimated costs to sell. Other real
estate and repossessed assets totaling $730,000 and $760,000 at December 31,
1996 and 1995, respectively, are included in other assets.

INTANGIBLE ASSETS -- Goodwill, which represents the excess of the purchase
price over the fair value of net tangible assets acquired, is amortized on a
straight-line basis over the period of expected benefit, generally 12 to 20
years. Goodwill totaled $8,289,000 and $1,099,000 as of December 31, 1996 and
1995, respectively. Other intangible assets are amortized using both
straight-line and accelerated methods over 12 to 15 years. Other intangibles
amounted to $10,056,000 and $1,407,000 as of December 31, 1996 and 1995,
respectively.

INCOME TAXES -- The Company employs the asset and liability method of
accounting for income taxes. The objective of this method is to establish
deferred tax assets and liabilities for the temporary differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities at enacted tax rates expected to be in effect when such amounts are
realized or settled. Under the asset and liability method, the effect of a
change in tax rates is recognized in income in the period that includes the
enactment date. The deferred tax asset is subject to a valuation allowance for
that portion of the asset for which it is more likely than not that it will not
be realized.

The Company and its subsidiaries file a consolidated federal
income tax return. Intercompany tax liabilities are settled as if each
subsidiary filed a separate return.

COMMON STOCK -- At December 31, 1996, 26,769 shares of common stock were
reserved for issuance under the Incentive Share Grant Plan, 26,089 shares of
common stock were reserved for issuance under the dividend reinvestment plan
and 124,967 shares of common stock were reserved for issuance under stock
option plans.

EARNINGS PER SHARE -- Earnings per share is based on 2,883,995 average
shares and equivalents outstanding in 1996, 2,861,898 in 1995 and 2,890,368 in
1994.

RETIREMENT PLANS -- The Company maintains an employee stock ownership plan
as well as a 401(k) plan for substantially all full-time employees.

RECLASSIFICATION -- Certain amounts in the 1995 and 1994 financial
statements have been reclassified to conform with the 1996 presentation.
<PAGE> 36

A-20

NOTE 2 -- ACQUISITIONS

In June 1996, the Company acquired North Bank Corporation ("NBC") for cash
consideration totaling approximately $15,800,000. At the effective date of the
acquisition, NBC's assets totaled $152,000,000 and its loans and deposits
totaled $84,000,000 and $131,600,000, respectively. The transaction was
accounted for as a purchase and the assets acquired and the liabilities
assumed have been recorded at fair value. The Company's results of operations
include revenues and expenses relating to NBC since May 31, 1996. Goodwill
totaled $7,500,000 and is being amortized over 15 years. NBC's sole banking
subsidiary consolidated with an existing subsidiary of the Company during the
third quarter of 1996.

The pro-forma information presented in the following table is based on
historical results of the Company and NBC. The information has been combined to
present the results of operations as if the acquisition had occurred at the
beginning of the periods presented. The following pro-forma results for the
years ended December 31 are not necessarily indicative of the results which
would have actually been attained if the acquisition had been consummated in
the past or what may be attained in the future.

<TABLE>
<CAPTION>
1996 1995
- ---------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Total revenue.................................................................. $ 70,200,000 $62,300,000
Net income..................................................................... 7,600,000 5,800,000
Earnings per share............................................................. 2.64 2.03
</TABLE>

On December 13, 1996, one of the Banks purchased certain loans as well as
real and personal property and assumed deposit liabilities associated with
eight branch offices from First of America Bank - Michigan, NA ("FoA
Purchase"). On that date, loans purchased and deposit liabilities assumed
totaled $22,100,000 and $121,900,000, respectively. The transaction was
accounted for as a purchase and the assets purchased and the liabilities
assumed have been recorded at fair value. The Company's results of operations
include revenues and expenses relating to the FoA Purchase since December 13,
1996. An intangible asset of $8,800,000 is being amortized over 12 years.

On March 7, 1994, KSB Financial, Inc., ("KSB") merged with the Company. As
a result, The Kingston State Bank became a subsidiary of the Company. The
Company issued 225,649 shares of common stock in exchange for all of the
outstanding common stock of KSB. The merger was accounted for as a pooling of
interests and, accordingly, the accompanying financial statements were restated
to include the accounts and operations of KSB for the two months prior to the
merger.

NOTE 3 -- RESTRICTIONS ON CASH AND DUE FROM BANKS

The Banks' legal reserve requirements were satisfied by maintaining average
non-interest earning vault cash balances of $4,316,000 in 1996 and $2,661,000
in 1995. The Banks do not maintain compensating balances with correspondent
banks.

NOTE 4 -- SECURITIES

Securities available for sale consist of the following at December 31:

<TABLE>
<CAPTION>
AMORTIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996
U.S. Treasury.............................. $ 27,561,000 $ 174,000 $ 13,000 $ 27,722,000
U.S. Government agencies................... 20,839,000 337,000 17,000 21,159,000
Mortgage-backed securities................. 57,113,000 671,000 256,000 57,528,000
Obligations of states and political
subdivisions............................ 21,183,000 688,000 17,000 21,854,000
Other securities........................... 8,594,000 5,000 8,589,000
-------------------------------------------------------------
Total.................................... $ 135,290,000 $ 1,870,000 $ 308,000 $136,852,000
=============================================================
1995
U.S. Treasury.............................. $ 23,189,000 $ 188,000 $ 105,000 $ 23,272,000
U.S. Government agencies................... 6,557,000 79,000 13,000 6,623,000
Mortgage-backed securities................. 37,238,000 661,000 177,000 37,722,000
Obligations of states and political
subdivisions............................ 8,682,000 608,000 9,290,000
Other securities........................... 10,805,000 2,000 161,000 10,646,000
-------------------------------------------------------------
Total.................................... $ 86,471,000 $ 1,538,000 $ 456,000 $ 87,553,000
=============================================================
</TABLE>
<PAGE> 37

A-21

Securities held to maturity consist of the following at December 31:

<TABLE>
<CAPTION>
AMORTIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996
U.S. Government agencies........................... $ 1,484,000 $ 13,000 $ 4,000 $ 1,493,000
Mortgage-backed securities......................... 3,688,000 17,000 11,000 3,694,000
Obligations of states and political subdivisions... 21,192,000 899,000 23,000 22,068,000
Other securities................................... 390,000 390,000
---------------------------------------------------------
Total............................................ $ 26,754,000 $ 929,000 $ 38,000 $ 27,645,000
=========================================================
1995
U.S. Government agencies........................... $ 2,559,000 $ 70,000 $ 2,629,000
Mortgage-backed securities......................... 4,487,000 13,000 $ 18,000 4,482,000
Obligations of states and political subdivisions... 20,142,000 1,074,000 12,000 21,204,000
Other securities................................... 718,000 2,000 716,000
---------------------------------------------------------
Total............................................ $ 27,906,000 $1,157,000 $ 32,000 $ 29,031,000
=========================================================
</TABLE>

The amortized cost and approximate fair value of securities at December 31,
1996, by contractual maturity, follow. Actual maturities will differ from
contractual maturities because issuers may have the right to call or prepay
obligations with or without call or prepayment penalties.

AVAILABLE FOR SALE HELD TO MATURITY
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maturing within one year........................... $ 8,453,000 $ 8,526,000 $ 1,972,000 $ 1,977,000
Maturing after one year but within five years...... 38,338,000 39,165,000 12,428,000 12,900,000
Maturing after five years but within ten years..... 24,042,000 24,181,000 5,945,000 6,290,000
Maturing after ten years........................... 6,842,000 6,950,000 2,721,000 2,784,000
----------------------------------------------------------
77,675,000 78,822,000 23,066,000 23,951,000
Mortgage-backed securities......................... 57,113,000 57,528,000 3,688,000 3,694,000
Other securities................................... 502,000 502,000
----------------------------------------------------------
Total.......................................... $135,290,000 $136,852,000 $26,754,000 $27,645,000
==========================================================
</TABLE>

A summary of proceeds from the sale of securities available for sale and
realized gains and losses follows:

<TABLE>
<CAPTION>
REALIZED REALIZED
PROCEEDS GAINS LOSSES
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1996............................................................. $ 18,145,000 $ 42,000 $ 204,000
1995............................................................. 14,054,000 8,000 128,000
1994............................................................. 28,384,000 228,000 402,000
</TABLE>

Securities with a book value of $14,882,000 and $20,816,000 at December 31,
1996 and 1995, respectively, were pledged to secure public deposits and for
other purposes as required by law.

There were no investment obligations of state and political subdivisions
that were payable from or secured by the same source of revenue or taxing
authority that exceeded 10% of consolidated shareholders' equity at December
31, 1996 or 1995.

During November 1995, the Financial Accounting Standards Board issued a
"Guide to Implementation of Statement #115 on Accounting for Certain Investment
in Debt and Equity Securities." This guide allowed for a one-time change in the
classification of securities pursuant to SFAS #115 as of the date of the
implementation guide, but no later than December 31, 1995. As a result, the
Banks made a transfer of $52,601,000 to securities available for sale.
<PAGE> 38

A-22

NOTE 5 -- LOANS

An analysis of the allowance for loan losses for the years ended December 31
follows:

<TABLE>
<CAPTION>
1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of period..................................... $5,243,000 $5,054,000 $5,053,000
Allowance on loans acquired...................................... 1,180,000
Provision charged to operating expense........................... 1,233,000 636,000 473,000
Recoveries credited to allowance................................. 440,000 265,000 399,000
Loans charged against allowance.................................. (1,136,000) (712,000) (871,000)
----------------------------------------
Balance at end of period........................................... $6,960,000 $5,243,000 $5,054,000
========================================
</TABLE>

Loans are presented net of deferred income of $1,768,000 at December 31,
1996, and $1,434,000 at December 31, 1995.

Loans on non-accrual status, 90 days or more past due and still accruing
interest, or restructured amounted to $3,902,000, $2,560,000 and $2,834,000 at
December 31, 1996, 1995 and 1994, respectively. If these loans had continued to
accrue interest in accordance with their original terms, approximately
$288,000, $263,000, and $259,000 of interest income would have been realized in
1996, 1995 and 1994, respectively. Interest income realized on these loans was
approximately $105,000, $64,000 and $102,000 in 1996, 1995 and 1994,
respectively.

Impaired loans totaled approximately $3,800,000 and $3,200,000 at December
31, 1996 and 1995, respectively. The Banks' average investment in impaired
loans approximated $2,500,000 and $2,300,000 in 1996 and 1995, respectively.
Cash receipts on impaired loans on non-accrual status are generally applied to
the principal balance. Interest income recognized on impaired loans in 1996 and
1995 was approximately $130,000 and $70,000, respectively. Certain impaired
loans with a balance of approximately $2,300,000 and $700,000 had specific
allocations of the allowance for loan losses calculated in accordance with SFAS
#114 totaling approximately $500,000 and $250,000 at December 31, 1996 and
1995, respectively.

The Banks capitalized approximately $370,000 of servicing rights relating
to originated loans that were subsequently sold during the year ended December
31, 1996, of which approximately $56,000 has been amortized. The fair value of
capitalized servicing rights approximated book value at December 31, 1996,
therefore no valuation allowance relating to impairment was considered
necessary at that date.
At December 31, 1996, 1995 and 1994, the Banks serviced loans totaling
approximately $181,000,000, $124,000,000 and $103,500,000, respectively, for
the benefit of third parties.

NOTE 6 -- PROPERTY AND EQUIPMENT

A summary of property and equipment at December 31 follows:

<TABLE>
<CAPTION>
1996 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Land....................................................................... $ 2,969,000 $ 1,662,000
Buildings.................................................................. 15,109,000 9,554,000
Equipment.................................................................. 11,511,000 7,988,000
---------------------------
29,589,000 19,204,000
Accumulated depreciation and amortization.................................. (11,127,000) (9,273,000)
---------------------------
Property and equipment, net.............................................. $18,462,000 $ 9,931,000
===========================
</TABLE>

NOTE 7 -- DEPOSITS
- --------------------------------------------------------------------------------
A summary of interest expense on deposits for the years ended December 31
follows:

<TABLE>
<CAPTION>
1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Savings and NOW.................................................... $ 6,116,000 $ 5,515,000 $ 4,819,000
Time deposits under $100,000....................................... 8,718,000 6,072,000 5,705,000
Time deposits of $100,000 or more.................................. 1,304,000 883,000 568,000
------------------------------------------
Total............................................................ $ 16,138,000 $12,470,000 $ 11,092,000
==========================================
</TABLE>

Aggregate time certificates of deposit and other time deposits in
denominations of $100,000 or more amounted to $31,053,000, $19,497,000, and
$11,231,000 at December 31, 1996, 1995 and 1994, respectively.
<PAGE> 39

A-23

NOTE 8 -- OTHER BORROWINGS

A summary of other borrowings at December 31 follows:

<TABLE>
<CAPTION>
1996 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Advances from Federal Home Loan Bank........................................... $ 111,000,000 $ 103,000,000
Notes payable.................................................................. 14,000,000
U.S. Treasury demand notes..................................................... 1,858,000 1,223,000
Repurchase agreements.......................................................... 8,424,000 6,666,000
Other.......................................................................... 12,000 5,000
-----------------------------
Total........................................................................ $ 135,294,000 $ 110,894,000
=============================
</TABLE>

Advances from the Federal Home Loan Bank ("FHLB") at December 31, 1996 and
1995, are secured by the Banks' unencumbered qualifying mortgage loans as well
as U.S. Treasury and government agency securities equal to at least 160% of
outstanding advances. Maturities and weighted average interest rates are as
follows:

<TABLE>
<CAPTION>
1996 1995
AMOUNT RATE AMOUNT RATE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fixed rate advances
1996............................................. $ 27,000,000 5.61%
1997............................................. $ 46,000,000 5.92% 34,000,000 6.01
1998............................................. 36,000,000 5.98 16,000,000 5.94
1999............................................. 8,000,000 6.07
-------------------------------------------------------
Total fixed rate advances........................ 90,000,000 5.96 77,000,000 5.86
-------------------------------------------------------
Variable rate advances
1996............................................. 15,000,000 5.76
1997............................................. 12,000,000 5.47 4,000,000 5.86
1998............................................. 9,000,000 5.52
2000............................................. 7,000,000 6.66
-------------------------------------------------------
Total variable rate advances .................... 21,000,000 5.49 26,000,000 6.02
-------------------------------------------------------
Total advances................................ $ 111,000,000 5.87% $ 103,000,000 5.90%
=======================================================
</TABLE>

Interest expense on advances amounted to $6,757,000, $3,836,000 and
$761,000 for the years ending December 31, 1996, 1995 and 1994, respectively.

As members of the FHLB system, the Banks must own FHLB stock equal to the
greater of 1.0% of the unpaid principal balances of residential mortgage loans,
0.3% of its total assets, or 5.0% of its outstanding advances. At December 31,
1996, the Banks were in compliance with the FHLB stock ownership requirements.

The Company has established a $17,000,000 unsecured credit facility
comprised of a $10,000,000 five-year term loan, payable in equal quarterly
installments and a $7,000,000 revolving credit agreement. At December 31,
1996, the term note had an unpaid principal balance of $9,000,000 and the
revolving credit facility had an unpaid principal balance of $5,000,000. The
term note and the revolving credit facility accrue interest at LIBOR, plus
1.00% and federal funds, plus .75%, respectively.

Maturities of the notes payable follow:

<TABLE>
<CAPTION>
<S> <C>
1997............................................................................................. $ 7,000,000
1998............................................................................................. 2,000,000
1999............................................................................................. 2,000,000
2000............................................................................................. 2,000,000
2001............................................................................................. 1,000,000
-------------
Total................................................................................. $ 14,000,000
=============
</TABLE>

NOTE 9 -- GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY'S SUBORDINATED
DEBENTURES

In connection with the FoA Purchase described in Note 2, IBC Capital
Finance, a trust subsidiary of the Company, completed the public offering of
690,000 shares of cumulative trust preferred securities ("Preferred
Securities") with a liquidation preference of $25 per security. The proceeds
of the offering were loaned to the Company in exchange for subordinated
debentures with terms that are similar to the Preferred Securities.
Distributions on the securities are payable quarterly at the annual rate of
9.25% of the liquidation preference and are included in interest expense in the
consolidated financial statements.
<PAGE> 40

A-24

The Preferred Securities are subject to mandatory redemption, in whole or
in part, upon repayment of the subordinated debentures at maturity or their
earlier redemption at the liquidation preference. The subordinated debentures
are redeemable prior to the maturity date of December 31, 2026, at the option
of the Company on or after December 31, 2001, in whole at any time or in part
from time to time, or at any time, in whole, but not in part, upon the
occurrence of specific events defined within the trust indenture. The Company
has the option to defer distributions on the subordinated debentures from time
to time for a period not to exceed 20 consecutive quarters.

NOTE 10 -- FEDERAL INCOME TAX

The composition of federal income tax expense for the years ended December
31 follows:

A reconciliation of federal income tax expense to the amount computed by
applying the statutory federal income tax rate of 34% to income before federal
income tax for the years ended December 31 follows:

<TABLE>
<CAPTION>
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory rate applied to income before federal income tax .......... $ 3,784,000 $ 3,233,000 $ 2,842,000
Tax-exempt interest income .......................................... (698,000) (587,000) (586,000)
Amortization of goodwill ............................................ 150,000 54,000 58,000
Other, net .......................................................... 42,000 15,000
-----------------------------------------
Federal income tax expense ........................................ $ 3,278,000 $ 2,700,000 $ 2,329,000
=========================================
</TABLE>

The deferred federal income tax benefit of $230,000 in 1996, $1,208,000 in
1995 and expense of $474,000 in 1994, resulted from the tax effect of temporary
differences. There was no impact for changes in tax laws and rates or changes
in the valuation allowance for deferred tax assets.

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31
follow:

<TABLE>
<CAPTION>
1996 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets
Allowance for loan losses ....................................................... $1,534,000 $ 961,000
Deferred compensation ........................................................... 691,000 598,000
Purchase discounts .............................................................. 427,000
Deferred loan fees .............................................................. 316,000 486,000
Deferred credit life premiums ................................................... 145,000 145,000
Other ........................................................................... 836,000 555,000
-------------------------
Gross deferred tax assets ..................................................... 3,949,000 2,745,000
-------------------------
Deferred tax liabilities
Unrealized gain on securities available for sale ................................ 531,000 368,000
Fixed assets .................................................................... 483,000
Purchase premiums ............................................................... 134,000
-------------------------
Gross deferred tax liabilities ................................................ 1,014,000 502,000
-------------------------
Net deferred tax assets .................................................... $2,935,000 $ 2,243,000
=========================
</TABLE>

The Company's aggregate income subject to federal income tax for the three
years ended December 31, 1996, totaled approximately $26,500,000. Consequently,
Management believes that at December 31, 1996, it is more likely than not that
the benefit of the gross deferred tax assets of $3,949,000 will be realized and
no valuation allowance is deemed necessary as of December 31, 1996.

NOTE 11 -- EMPLOYEE BENEFIT PLANS

The Company maintains stock option plans for certain employees of the
Company and the Banks and for non-employee directors of the Company. An
aggregate of 137,813 shares of common stock has been authorized for issuance
under the plans. Options granted under these plans are exercisable not earlier
than one year after the date of grant, at a price equal to the fair market
value of the common stock on the date of grant, and expire five years after the
date of grant.
<PAGE> 41

A-25

On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS #123").
SFAS #123 encourages companies to adopt a fair value method of accounting for
stock compensation plans. Companies that do not adopt a fair value method are
required to make pro-forma disclosures of net income and earnings per share as
if they had adopted the fair value accounting method. The Company has elected
the pro-forma disclosure method.

The per share weighted average fair value of stock options granted in 1996
and 1995 was obtained using the Black Scholes options pricing model. A summary
of the assumptions used and values obtained follows:

<TABLE>
<CAPTION>
1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Expected dividend yield ............................................................. 3.64% 3.84%
Risk free interest rate ............................................................. 6.53 6.78
Expected life ....................................................................... 5 YEARS 5 years
Expected volatility ................................................................. .16262 .15593

Per share weighted average fair value ............................................... $4.65 $3.85
</TABLE>

The Company applies APB Opinion No. 25 in accounting for its plans and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. The following table summarizes the impact on the
Company's net income had compensation cost included the fair value of options
at the grant date:

<TABLE>
<CAPTION>
1996 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net income
As reported ..................................................................... $7,852,000 $6,810,000
Pro-forma ....................................................................... 7,762,000 6,743,000
Net income per share
As reported ..................................................................... 2.72 2.38
Pro-forma ....................................................................... 2.69 2.36
</TABLE>

A summary of outstanding stock option grants and transactions follows:

<TABLE>
<CAPTION>
NUMBER AVERAGE
OF EXERCISE
SHARES PRICE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Outstanding at December 31, 1993 ...................................................... 42,997 $16.18
Granted .............................................................................. 23,153 18.14
Exercised ............................................................................ (1,103) 14.29
--------------------
Outstanding at December 31, 1994 ....................................................... 65,047 16.91
Granted .............................................................................. 26,460 22.57
Exercised ............................................................................ (8,435) 16.23
Forfeited ............................................................................ (1,103) 22.22
--------------------
Outstanding at December 31, 1995 ....................................................... 81,969 18.73
Granted .............................................................................. 29,348 27.21
Exercised ............................................................................ (3,308) 17.99
Forfeited ............................................................................ (1,102) 27.14
--------------------
Outstanding at December 31, 1996 ....................................................... 106,907 $21.00
====================
</TABLE>

At December 31, 1996, the range of exercise prices of outstanding options
was $13.15 to $27.38.

The Company has a 401(k) and an employee stock ownership plan covering
substantially all full-time employees of the Company and the Banks. The
Company matches employee contributions to the 401(k) up to a maximum of 3% of
participating employees' eligible wages. Contributions to the employee stock
ownership plan are determined annually and require approval of the Company's
Board of Directors. For the years ended December 31, 1996, 1995 and 1994,
$850,000, $704,000 and $365,000 respectively, was expensed for these retirement
plans.

Officers of the Company and the Banks participate in various
performance-based compensation plans. The Incentive Share Grant Plan provides
that the Board of Directors, at its sole discretion, may award restricted
shares of common stock to the participants in the Management Incentive
Compensation Plan in lieu of cash bonuses. The market value of such incentive
shares at the date of grant must equal twice the amount of the cash incentive
otherwise payable. Shares of common stock issued pursuant to the Incentive
Share Grant Plan vest over four years. For the years ended December 31, 1996,
1995 and 1994, amounts expensed for all incentive plans totaled $1,026,000,
$876,000, and $633,000, respectively.
<PAGE> 42

A-26

The Company also provides certain health care and life insurance programs
to substantially all full-time employees. These insurance programs are
available to retired employees at their expense.

NOTE 12 -- FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Banks enter into financial
instruments with off-balance sheet risk to meet the financing needs of
customers or to reduce exposure to fluctuations in interest rates. These
financial instruments may include commitments to extend credit, standby letters
of credit and interest rate swaps. There were no interest rate swaps in 1996,
1995 and 1994. Financial instruments involve varying degrees of credit and
interest rate risk in excess of amounts reflected in the consolidated balance
sheets. Exposure to credit risk in the event of non-performance by the
counterparties to the financial instruments for loan commitments to extend
credit and letters of credit is represented by the contractual amounts of those
instruments. Management does not, however, anticipate material losses as a
result of these financial instruments.

A summary of financial instruments with off-balance sheet risk at December
31 follows:

<TABLE>
<CAPTION>
1996 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Financial instruments whose risk is represented by contract amounts
Commitments to extend credit ...................................................... $58,827,000 $50,821,000
Standby letters of credit ......................................................... 2,182,000 2,427,000
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and generally require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the commitment amounts do not
represent future cash requirements. Commitments are issued subject to similar
underwriting standards, including collateral requirements, as are generally
involved in the extension of credit facilities.

Standby letters of credit are written conditional commitments issued to
guarantee the performance of a customer to a third party, primarily public and
private borrowing arrangements. Standby letters of credit generally extend for
periods of less than one year. The credit risk involved in such transactions is
essentially the same as that involved in extending loan facilities and,
accordingly, standby letters of credit are issued subject to similar
underwriting standards, including collateral requirements, as are generally
involved in the extension of credit facilities.

NOTE 13 -- RELATED PARTY TRANSACTIONS

Certain directors and executive officers of the Company and the Banks,
including companies in which they are officers or have significant ownership,
were loan customers of the Banks during 1996 and 1995.

A summary of loans to directors and executive officers whose borrowing
relationship exceeds $60,000, and to entities in which they own a 10% or more
voting interest for the years ended December 31 follows:

<TABLE>
<CAPTION>
1996 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance at beginning of period .................................................... $ 4,687,000 $ 5,322,000
New loans and advances ........................................................... 3,413,000 3,265,000
Repayments ....................................................................... (4,156,000) (3,900,000)
---------------------------
Balance at end of period ........................................................... $ 3,944,000 $ 4,687,000
===========================
</TABLE>

NOTE 14 -- OTHER OPERATING EXPENSES

Other operating expenses for the years ended December 31 follow:

<TABLE>
<CAPTION>
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Computer processing ............................................... $1,063,000 $ 818,000 $ 786,000
Communications .................................................... 1,007,000 791,000 728,000
Advertising ....................................................... 827,000 344,000 286,000
Supplies .......................................................... 804,000 561,000 498,000
Loan and collection ............................................... 663,000 1,030,000 626,000
State taxes ....................................................... 638,000 537,000 496,000
Intangible amortization ........................................... 583,000 273,000 278,000
Legal and professional ............................................ 339,000 307,000 406,000
Deposit insurance ................................................. 92,000 499,000 966,000
Other ............................................................. 2,254,000 1,486,000 1,231,000
-----------------------------------------
Total ........................................................... $ 8,270,000 $ 6,646,000 $ 6,301,000
=========================================
</TABLE>
<PAGE> 43

A-27

NOTE 15 -- REGULATORY MATTERS

Capital guidelines adopted by Federal and State regulatory agencies and
restrictions imposed by law limit the amount of cash dividends the Banks can
pay to the Company. At December 31, 1996, using the most restrictive of these
conditions for each Bank, the aggregate cash dividends that the Banks can pay
the Company without prior approval is approximately $27,910,000. It is not the
intent of Management to have dividends paid in amounts which would reduce the
capital of the Banks to levels below those which are considered prudent by
management and in accordance with guidelines of regulatory authorities.

The Company and the Banks are also subject to various regulatory capital
requirements. Failure to meet minimum capital requirements can initiate
certain mandatory, and possibly discretionary, actions by regulators that could
have a material effect on the Company's financial statements. Under capital
adequacy guidelines the Company and the Banks must meet specific capital
requirements that involve quantitative measures as well as qualitative
judgments by the regulators. Quantitative measures established by regulation to
ensure capital adequacy require minimum amounts and ratios of total and Tier 1
capital to risk-weighted assets and Tier 1 capital to average assets. Actual
capital amounts and ratios for the Company and the Banks at December 31 follow:

<TABLE>
<CAPTION>
MINIMUM RATIOS MINIMUM RATIOS FOR
FOR ADEQUATELY WELL-CAPITALIZED
ACTUAL CAPITALIZED INSTITUTIONS INSTITUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1996

Total capital (to risk-weighted assets)
Consolidated ........................... $ 57,094,000 10.26% $ 44,502,000 8.00% $ 55,628,000 10.00%
Independent Bank ....................... 24,935,000 11.84 16,847,000 8.00 21,059,000 10.00
Independent Bank West Michigan ......... 15,492,000 11.68 10,607,000 8.00 13,259,000 10.00
Independent Bank South Michigan ........ 10,431,000 11.73 7,115,000 8.00 8,894,000 10.00
Independent Bank East Michigan ........ 15,567,000 12.38 10,058,000 8.00 12,573,000 10.00

Tier 1 capital (to risk-weighted assets)
Consolidated ........................... $ 50,140,000 9.01% $ 22,251,000 4.00% $ 33,377,000 6.00%
Independent Bank ....................... 22,310,000 10.59 8,424,000 4.00 12,635,000 6.00
Independent Bank West Michigan ......... 13,833,000 10.43 5,303,000 4.00 7,955,000 6.00
Independent Bank South Michigan ........ 9,318,000 10.48 3,563,000 4.00 5,336,000 6.00
Independent Bank East Michigan ......... 14,248,000 11.33 5,029,000 4.00 7,544,000 6.00

Tier 1 capital (to average assets)
Consolidated ........................... $ 50,140,000 6.31% $ 31,774,000 4.00% $ 39,718,000 5.00%
Independent Bank ....................... 22,310,000 6.71 13,294,000 4.00 16,617,000 5.00
Independent Bank West Michigan ......... 13,833,000 6.83 8,098,000 4.00 10,122,000 5.00
Independent Bank South Michigan ........ 9,318,000 7.07 5,274,000 4.00 6,593,000 5.00
Independent Bank East Michigan ......... 14,248,000 10.42 5,472,000 4.00 6,840,000 5.00

1995

Total capital (to risk-weighted assets)
Consolidated ........................... $ 49,227,000 12.75% $ 31,124,000 8.00% $ 38,906,000 10.00%
Independent Bank ....................... 13,296,000 10.58 10,061,000 8.00 12,577,000 10.00
Independent Bank West Michigan ......... 13,228,000 11.81 9,032,000 8.00 11,289,000 10.00
Independent Bank South Michigan ........ 9,466,000 12.25 6,203,000 8.00 7,753,000 10.00
Independent Bank East Michigan ......... 8,539,000 12.51 5,551,000 8.00 6,939,000 10.00

Tier 1 capital (to risk-weighted assets)
Consolidated ........................... $ 44,364,000 11.49% $ 15,562,000 4.00% $ 23,343,000 6.00%
Independent Bank ....................... 11,976,000 9.53 5,031,000 4.00 7,546,000 6.00
Independent Bank West Michigan ......... 11,817,000 10.55 4,516,000 4.00 6,774,000 6.00
Independent Bank South Michigan ........ 8,497,000 11.00 3,101,000 4.00 4,652,000 6.00
Independent Bank East Michigan ......... 7,672,000 11.24 2,776,000 4.00 4,163,000 6.00

Tier 1 capital (to average assets)
Consolidated ........................... $ 44,364,000 7.52% $ 23,598,000 4.00% $ 29,497,000 5.00%
Independent Bank ....................... 11,976,000 6.86 6,983,000 4.00 8,729,000 5.00
Independent Bank West Michigan ......... 11,817,000 6.52 7,250,000 4.00 9,062,000 5.00
Independent Bank South Michigan ........ 8,497,000 6.68 5,088,000 4.00 6,360,000 5.00
Independent Bank East Michigan ......... 7,672,000 7.37 4,164,000 4.00 5,205,000 5.00

</TABLE>
<PAGE> 44
A-28

NOTE 16 -- FAIR VALUES OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures About
Fair Value of Financial Instruments" requires that the Company disclose
estimated fair values for its financial instruments. Many of the Company's
financial instruments lack an available trading market. Further, it is the
Company's general practice and intent to hold the majority of its financial
instruments to maturity. Significant estimates and assumptions were used to
determine the fair value of financial instruments. These estimates are
subjective in nature, involving uncertainties and matters of judgment, and
therefore, fair values cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.

Estimated fair values have been determined using available data and an
estimation methodology that is considered suitable for each category of
financial instrument. For assets and liabilities with floating interest rates
which reprice frequently and without significant credit risk, it is presumed
that estimated fair values approximate the recorded book balances.

Financial instrument assets actively traded in a secondary market, such as
securities, have been valued using quoted market prices while recorded book
balances have been used for cash and due from banks and federal funds sold.

The fair value of loans is calculated by discounting estimated future cash
flows using estimated market discount rates that reflect credit and interest
rate risk inherent in the loans.

Financial instruments with a stated maturity, such as certificates of
deposit, have been valued based on the discounted value of contractual cash
flows using a discount rate approximating current market rates for liabilities
with a similar maturity.

Financial instrument liabilities without a stated maturity, such as demand
deposits, savings, NOW and money market accounts, have a fair value equal to
the amount payable on demand.

The estimated fair values and recorded book balances at December 31 follow:

<TABLE>
<CAPTION>
1996 1995
ESTIMATED RECORDED ESTIMATED RECORDED
FAIR BOOK FAIR BOOK
VALUE BALANCE VALUE BALANCE
- -------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks ....................... $ 40,600 $ 40,600 $ 17,200 $ 17,200
Federal funds sold ........................... 10,000 10,000
Securities available for sale ................. 136,900 136,900 87,600 87,600
Securities held to maturity ................... 27,600 26,800 29,000 27,900
Net loans and loans held for sale ............. 618,000 614,300 432,000 428,800

LIABILITIES
Deposits with no stated maturity .............. $ 412,300 $ 412,300 $ 261,500 $ 261,500
Deposits with stated maturity ................. 262,000 260,200 150,300 150,100
Other borrowings .............................. 136,600 137,000 124,400 124,300
</TABLE>

The fair values for commitments to extend credit and standby letters of
credit are estimated to approximate their aggregate book balance.

Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates do not reflect any premium or discount that could result from
offering for sale the entire holdings of a particular financial instrument.

Fair value estimates are based on existing on and off-balance sheet
financial instruments without attempting to estimate the value of anticipated
future business, the value of future earnings attributable to off-balance sheet
activities and the value of assets and liabilities that are not considered
financial instruments.

Fair value estimates for deposit accounts do not include the value of the
substantial core deposit intangible asset resulting from the low-cost funding
provided by the deposit liabilities compared to the cost of borrowing funds in
the market.
<PAGE> 45
A-29

NOTE 17 -- INDEPENDENT BANK CORPORATION (PARENT COMPANY ONLY)

FINANCIAL INFORMATION

Presented below are condensed financial statements for the parent company.

CONDENSED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31,
1996 1995
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks ................................................... $ 2,974,000 $ 2,761,000
Investment in subsidiaries ................................................ 81,057,000 44,212,000
Other assets .............................................................. 2,116,000 1,713,000
---------------------------
Total Assets .......................................................... $ 86,147,000 $ 48,686,000
===========================

LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable ............................................................. $ 14,000,000
Subordinated debentures ................................................... 17,783,000
Other liabilities ......................................................... 2,528,000 $ 1,661,000
Shareholders' equity ...................................................... 51,836,000 47,025,000
---------------------------
Total Liabilities and Shareholders' Equity ............................ $ 86,147,000 $ 48,686,000
===========================
</TABLE>

CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING INCOME
Dividends from subsidiaries ................................... $4,425,000 $4,500,000 $5,560,000
Management fees from subsidiaries and other income ............ 5,073,000 4,248,000 4,028,000
----------------------------------------
Total Operating Income ...................................... 9,498,000 8,748,000 9,588,000
----------------------------------------
OPERATING EXPENSES
Interest expense .............................................. 546,000 120,000
Administrative and other expenses ............................. 6,348,000 5,226,000 4,849,000
----------------------------------------
Total Operating Expenses .................................... 6,894,000 5,226,000 4,969,000
----------------------------------------
Income Before Federal Income Tax and Undistributed Net Income
of Subsidiaries .......................................... 2,604,000 3,522,000 4,619,000
Federal income tax credit ....................................... 568,000 320,000 310,000
----------------------------------------
Income Before Equity in Undistributed Net Income of
Subsidiaries .............................................. 3,172,000 3,842,000 4,929,000
Equity in undistributed net income of subsidiaries .............. 4,680,000 2,968,000 1,102,000
----------------------------------------
Net Income ................................................ $7,852,000 $6,810,000 $6,031,000
========================================
</TABLE>
<PAGE> 46

A-30

CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Income ........................................................ $ 7,852,000 $ 6,810,000 $ 6,031,000
-----------------------------------------------
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH FROM OPERATING ACTIVITIES
Depreciation, amortization of intangible assets and premiums,
and accretion of discounts on securities and loans ............ 336,000 297,000 286,000
(Increase) decrease in other assets ............................. 426,000 (604,000) 547,000
Increase in other liabilities ................................... 688,000 599,000 298,000
Equity in undistributed net income of subsidiaries .............. (4,680,000) (2,968,000) (1,102,000)
-----------------------------------------------
Total Adjustments ............................................. (3,230,000) (2,676,000) 29,000
-----------------------------------------------
Net Cash from Operating Activities ............................ 4,622,000 4,134,000 6,060,000
-----------------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of securities available for sale ....................... (23,000) (241,000)
Capital expenditures ............................................ (1,110,000) (127,000) (142,000)
Investment in subsidiaries ...................................... (31,352,000)
Proceeds from sale of property and equipment .................... 36,000
-----------------------------------------------
Net Cash from Investing Activities ............................ (32,485,000) (91,000) (383,000)
-----------------------------------------------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of short-term borrowings ................. 5,000,000
Proceeds from issuance of long-term debt ........................ 10,000,000
Proceeds from issuance of subordinated debentures ............... 16,753,000
Repayment of long-term debt ..................................... (1,000,000) (2,750,000)
Dividends paid .................................................. (2,736,000) (2,392,000) (1,926,000)
Proceeds from issuance of common stock .......................... 59,000 138,000 16,000
Repurchase of common stock ...................................... (893,000) (924,000)
-----------------------------------------------
Net Cash from Financing Activities ............................ 28,076,000 (3,147,000) (5,584,000)
-----------------------------------------------
Net Increase in Cash and Cash Equivalents ..................... 213,000 896,000 93,000
Cash and Cash Equivalents at Beginning of Period .................. 2,761,000 1,865,000 1,772,000
-----------------------------------------------
Cash and Cash Equivalents at End of Period .................. $ 2,974,000 $ 2,761,000 $ 1,865,000
===============================================
</TABLE>
<PAGE> 47
A-31

QUARTERLY SUMMARY
<TABLE>
<CAPTION>
REPORTED SALE PRICES OF COMMON SHARES CASH DIVIDENDS
1996 1995 DECLARED
---------------------------------------------------------------------------
HIGH LOW CLOSE HIGH LOW CLOSE 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First quarter ................... $27.00 $24.75 $26.75 $22.50 $21.50 $22.50 $.25 $.22
Second quarter .................. 28.00 26.00 27.00 24.00 21.75 23.75 .25 .22
Third quarter ................... 29.00 27.00 27.75 27.50 23.00 26.25 .25 .22
Fourth quarter .................. 35.25 28.00 34.00 27.00 25.25 25.50 .26 .23
</TABLE>

The Company has approximately 1,900 holders of record of its common stock.
The common stock trades on the Nasdaq stock market under the symbol "IBCP". The
prices shown above are supplied by Nasdaq and reflect the inter-dealer prices
and may not include retail markups, markdowns or commissions. There may have
been transactions or quotations at higher or lower prices of which the Company
is not aware.

In addition to the provisions of the Michigan Business Corporations Act,
the Company's ability to pay dividends is limited by its ability to obtain
funds from the Banks and by regulatory capital guidelines applicable to the
Company. (See note 15 to the Consolidated Financial Statements.)

QUARTERLY FINANCIAL DATA

A summary of selected quarterly results of operations for the years ended
December 31 follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH JUNE SEPTEMBER DECEMBER
31, 30, 30, 31,
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996
Interest income ................................. $ 12,388,000 $13,909,000 $ 16,301,000 $ 16,887,000
Net interest income ............................. 7,371,000 8,401,000 9,278,000 9,622,000
Provision for loan losses ....................... 207,000 482,000 253,000 291,000
Net income before income tax expense ............ 2,681,000 2,801,000 2,803,000 2,845,000
Net income ...................................... 1,890,000 1,952,000 1,977,000 2,033,000

Net income per common share ..................... .66 .67 .69 .70

1995
Interest income ................................. $ 10,412,000 $11,181,000 $ 11,941,000 $ 12,448,000
Net interest income ............................. 6,523,000 6,942,000 7,188,000 7,429,000
Provision for loan losses ....................... 159,000 159,000 159,000 159,000
Net income before income tax expense ............ 2,161,000 2,266,000 2,508,000 2,575,000
Net income ...................................... 1,556,000 1,636,000 1,795,000 1,823,000

Net income per common share ..................... .54 .57 .63 .64
</TABLE>
<PAGE> 48

A-32

SHAREHOLDER INFORMATION

HOW TO ORDER FORM 10-K

Shareholders may obtain, without charge, a copy of Form 10-K, the 1996
Annual Report to the Securities and Exchange Commission, by writing to William
R. Kohls, Chief Financial Officer, Independent Bank Corporation, P.O. Box 491,
Ionia, Michigan 48846.

PRESS RELEASES

The Company's press releases, including earnings and dividend
announcements, are available via facsimile by calling #800/758-5804 and
entering 436425. Press releases are also available on the World Wide Web via PR
Newswire's Company News On Call (http://www.prnewswire.com).

NOTICE OF ANNUAL MEETING

The Company's Annual Meeting of Shareholders will be held at 3:00 p.m. on
April 15, 1997, in the Ionia Theater located at 205 West Main Street, Ionia,
Michigan, 48846.

TRANSFER AGENT AND REGISTRAR

State Street Bank & Trust Company, (P.O. Box 8200, Boston, Massachusetts
02266-8200, 800/426-5523) serves as transfer agent and registrar of the
Company's common stock.

DIVIDEND REINVESTMENT

The Company maintains an Automatic Dividend Reinvestment and Stock Purchase
Plan which provides an opportunity for shareholders of record to reinvest cash
dividends into the Company's common stock. Optional cash purchases are also
permitted. A prospectus is available by writing to the Company's Chief
Financial Officer.

MARKET MAKERS

Registered market makers at December 31, 1996 follow:

Chicago Capital, Inc. Howe, Barnes Investments, Inc.
The Chicago Corporation Robert W. Baird & Co., Inc.
First of Michigan Corporation Roney & Company
Herzog, Heine, Geduld, Inc. Stifel Nicolaus & Co.

EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS

Charles C. Van Loan, President and Chief Executive Officer, Independent Bank
Corporation
Jeffrey A. Bratsburg, President and Chief Executive Officer, Independent Bank
West Michigan
Ronald L. Long, President and Chief Executive Officer, Independent Bank East
Michigan
Michael M. Magee, Jr., President and Chief Executive Officer, Independent
Bank
Edward B. Swanson, President and Chief Executive Officer, Independent Bank
South Michigan
William R. Kohls, Executive Vice President and Chief Financial Officer

DIRECTORS

Keith E. Bazaire, President, Carter's Food Center, Inc., Retail Grocer,
Charlotte
Terry L. Haske, Partner, Ricker & Haske, C.P.A.s, P.C., Marlette
Thomas F. Kohn, Chief Executive Officer, Belco Industries, Inc.,
Manufacturer, Belding
Robert J. Leppink, President, Leppink's Inc., Retail Grocer, Belding
Charles A. Palmer, Professor of Law, Cooley Law School, Lansing
Charles C. Van Loan, President and Chief Executive Officer, Independent Bank
Corporation, Ionia
Arch V. Wright, Jr., President, Charlevoix Development Company, Real Estate
Development, Charlevoix
<PAGE> 49

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

--------------------------- 1. The election of two Directors for terms With- For All
INDEPENDENT BANK expiring in 2000. For hold Except
CORPORATION
--------------------------- ROBERT J. LEPPINK / / / / / /
ARCH V. WRIGHT, JR. / / / / / /

NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the nominee's
name. Your shares will be voted for the remaining nominee.

RECORD DATE SHARES: 2. To make 100,000 shares of Common Stock For Against Abstain
available under the Non-employee Director / / / / / /
Stock Option Plan.

3. To make 125,000 shares of Common Stock / / / / / /
available under the Employee Stock Option
Plan.

4. To make 100,000 shares of Common Stock / / / / / /
available under the Incentive Share Grant
Plan.

5. To transact such other business that may properly come before the meeting
or at any adjournment thereof.

Please be sure to sign and date this Proxy. Date
Mark box at right if an address change or comment has been
noted on the reverse side of this card. / /

Shareholder sign here Co-owner sign here

DETACH CARD DETACH CARD

INDEPENDENT BANK CORPORATION

Dear Shareholder,

Please take note of the important information enclosed with this Proxy. Your vote counts, and you are strongly encouraged
to vote your shares.

Mark the boxes on this proxy card to indicate how your shares will be voted. Then sign and date the card, detach it and
return your Proxy in the enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Shareholders to be held April 15, 1997.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

The Board of Directors
INDEPENDENT BANK CORPORATION

</TABLE>

<PAGE> 50

INDEPENDENT BANK CORPORATION
230 WEST MAIN STREET, IONIA, MICHIGAN

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 15, 1997

The undersigned hereby appoints Charles A. Palmer and Charles C. Van Loan, and
each of them, Proxies, with power of substitution, to vote all shares of common
stock of Independent Bank Corporation, which the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held at the Ionia Theater,
located at 205 West Main Street, Ionia, Michigan 48846 on Tuesday, April 15,
1997, at 3:00 p.m. (local time), and at all adjournments thereof, as directed
on the reverse side.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE NOMINEES AS DIRECTORS, AND "FOR" PROPOSALS 2, 3 AND 4.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please sign this Proxy exactly as your name(s) appear(s) hereon. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate
the capacity in which they sign. If a corporation, the signature should be
that of an authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------- --------------------------------