0000926044-10-000165 Sample Contracts

EXCHANGE AGREEMENT by and between INDEPENDENT BANK CORPORATION and THE UNITED STATES DEPARTMENT OF THE TREASURY
Exchange Agreement • April 2nd, 2010 • Independent Bank Corp /Mi/ • State commercial banks • New York

EXCHANGE AGREEMENT, dated as of April 2, 2010 (this "Agreement") by and between Independent Bank Corporation, a Michigan corporation (the "Company"), and the United States Department of the Treasury (the "Investor"). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

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