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<SEC-DOCUMENT>0000950124-03-000471.txt : 20030228
<SEC-HEADER>0000950124-03-000471.hdr.sgml : 20030228
<ACCEPTANCE-DATETIME>20030228171302
ACCESSION NUMBER:		0000950124-03-000471
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		15
FILED AS OF DATE:		20030228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			IBC CAPITAL FINANCE II
		CENTRAL INDEX KEY:			0001220187

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-103542-01
		FILM NUMBER:		03587506

	BUSINESS ADDRESS:	
		STREET 1:		230 WEST MAIN STREET
		CITY:			IONA
		STATE:			MI
		ZIP:			48846
		BUSINESS PHONE:		6165279450

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INDEPENDENT BANK CORP /MI/
		CENTRAL INDEX KEY:			0000039311
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				382032782
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-103542
		FILM NUMBER:		03587505

	BUSINESS ADDRESS:	
		STREET 1:		230 W MAIN ST
		STREET 2:		PO BOX 491
		CITY:			IONIA
		STATE:			MI
		ZIP:			48846
		BUSINESS PHONE:		6165279450

	MAIL ADDRESS:	
		STREET 1:		230 W MAIN ST
		CITY:			IONIA
		STATE:			MI
		ZIP:			48846
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>k74892sv3.txt
<DESCRIPTION>FORM S-3
<TEXT>
<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2003
                                                 REGISTRATION NO. 333-
                                               REGISTRATION NO. 333          -01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<Table>
<S>                                                      <C>
              INDEPENDENT BANK CORPORATION                                IBC CAPITAL FINANCE II
    (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS         (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS
                        CHARTER)                                                 CHARTER)
                        MICHIGAN                                                 DELAWARE
    (STATE OR OTHER JURISDICTION OF INCORPORATION OR         (STATE OR OTHER JURISDICTION OF INCORPORATION OR
                     ORGANIZATION)                                            ORGANIZATION)
                       38-2032782                                              APPLIED FOR
          (I.R.S. EMPLOYER IDENTIFICATION NO.)                     (I.R.S. EMPLOYER IDENTIFICATION NO.)
                  230 WEST MAIN STREET                                      ROBERT N. SHUSTER
                    IONIA, MI 48846                                      CHIEF FINANCIAL OFFICER
                     (616) 527-9450                                        230 WEST MAIN STREET
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,                        IONIA, MI 48846
   INCLUDING AREA CODE, OF CO-REGISTRANTS' PRINCIPAL                          (616) 527-9450
                   EXECUTIVE OFFICES)                       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                                                                                 NUMBER,
                                                              INCLUDING AREA CODE, OF AGENT FOR SERVICE FOR
                                                                             CO-REGISTRANTS)
</Table>

                                   COPIES TO:

<Table>
<S>                                                      <C>
                 MICHAEL G. WOOLDRIDGE                                      JENNIFER R. EVANS
        VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP                    VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                333 BRIDGE STREET, N.W.                                 222 NORTH LASALLE STREET,
              GRAND RAPIDS, MICHIGAN 49504                                      SUITE 2600
                     (616) 336-6000                                      CHICAGO, ILLINOIS 60601
                                                                              (312) 609-7500
</Table>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the Registration Statement becomes effective.

    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  [ ]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
          TITLE OF EACH CLASS OF               AMOUNT TO BE            OFFERING          AGGREGATE OFFERING      REGISTRATION
        SECURITIES TO BE REGISTERED             REGISTERED       PRICE PER UNIT(1)(2)       PRICE(1)(2)             FEE(2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                 <C>                    <C>                    <C>
    % Cumulative Trust Preferred Securities
  of
  IBC Capital Finance II...................      2,024,000              $25.00              $50,600,000             $4,094
- ---------------------------------------------------------------------------------------------------------------------------------
    % Junior Subordinated Debentures due
  2033 of Independent Bank Corporation
  (3)(4)...................................                                                                          None
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantee of Preferred Securities (3)(5)...                                                                          None
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>

(1) Includes 264,000 of preferred securities which may be sold by the trust to
    cover over-allotments.

(2) The registration fee is calculated in accordance with Rule 457(i) and (n).

(3) This Registration Statement is deemed to cover the     % Junior Subordinated
    Debentures due 2033 of Independent Bank Corporation, the rights of holders
    thereof under the Indenture, and the rights of holders of the preferred
    securities under the Trust Agreement, the Guarantee and the Expense
    Agreement entered into by Independent Bank Corporation.

(4) The     % Junior Subordinated Debentures due 2033 will be purchased by IBC
    Capital Finance II with the proceeds of the sale of the preferred
    securities. Such securities may later be distributed for no additional
    consideration to the holders of the preferred securities upon dissolution of
    the trust and the distribution of its assets. No separate consideration will
    be received for the Guarantee.

(5) No separate consideration will be received for the Guarantee.

    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

The information in this prospectus is not complete and may be changed. We cannot
sell these securities until the Securities and Exchange Commission declares our
registration statement effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

                 SUBJECT TO COMPLETION, DATED           , 2003

PROSPECTUS

                         1,760,000 PREFERRED SECURITIES

                             IBC CAPITAL FINANCE II
                    % CUMULATIVE TRUST PREFERRED SECURITIES
                (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

               FULLY, IRREVOCABLY AND UNCONDITIONALLY GUARANTEED
          ON A SUBORDINATED BASIS, AS DESCRIBED IN THIS PROSPECTUS, BY

                            [INDEPENDENT BANK LOGO]
                            ------------------------

     IBC Capital Finance II is offering 1,760,000 preferred securities at $25
per security. The preferred securities represent an indirect interest in our
     % junior subordinated debentures. The debentures have the same payment
terms as the preferred securities and will be purchased by IBC Capital Finance
II using the proceeds from its sale of the preferred securities.

     The preferred securities have been approved for listing on the Nasdaq
National Market under the symbol "IBCPO." Trading is expected to commence on or
around delivery of the preferred securities.
                            ------------------------
     INVESTING IN THE PREFERRED SECURITIES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 10.
                            ------------------------

     THE PREFERRED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK AND ARE NOT INSURED BY ANY BANK INSURANCE FUND OF THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

<Table>
<Caption>
                                                                PER PREFERRED
                                                                  SECURITY          TOTAL
                                                                -------------    -----------
<S>                                                             <C>              <C>
Public offering price.......................................       $25.00        $44,000,000
Proceeds to IBC Capital Finance II..........................       $25.00        $44,000,000
</Table>

     This is a firm commitment underwriting. We will pay underwriting
commissions of $       per preferred security, or a total of $          , to the
underwriters for arranging the investment in our junior subordinated debentures.
The underwriters have been granted a 30-day option to purchase up to an
additional 264,000 preferred securities to cover over-allotments, if any.
 Neither the Securities and Exchange Commission nor any state securities
 commission has approved or disapproved of these securities or passed upon the
 adequacy or accuracy of this prospectus. Any representation to the contrary is
 a criminal offense.

STIFEL, NICOLAUS & COMPANY
                 INCORPORATED
                   FAHNESTOCK & CO. INC.
                                     HOWE BARNES INVESTMENTS, INC.
                                                   RBC CAPITAL MARKETS

          , 2003
<PAGE>

                    [INDEPENDENT BANK CORPORATION LOCATIONS]
<PAGE>

                                    SUMMARY

     This summary highlights information contained in, or incorporated by
reference into, this prospectus. Because this is a summary, it may not contain
all of the information that is important to you. Therefore, you should also read
the more detailed information set forth in this prospectus, our financial
statements and the other information that is incorporated by reference into this
prospectus before you make an investment decision. Unless otherwise indicated,
the information in this prospectus assumes that the underwriters will not
exercise their option to purchase additional preferred securities to cover
over-allotments.

                          INDEPENDENT BANK CORPORATION

     We are a bank holding company with four wholly owned subsidiary banks that
provide retail and commercial banking services in Michigan's lower peninsula.
Collectively, our banks serve over 70 communities, which are principally rural
and suburban in nature, through their four main offices and a total of 77
branches and 12 loan production offices. At December 31, 2002, we had total
assets of $2.1 billion, deposits of $1.5 billion and shareholders' equity of
$138.0 million.

     We offer a full range of banking services, including checking and savings
accounts, commercial lending, consumer financing, mortgage lending and safe
deposit box services. The majority of our loans are secured by commercial or
residential real estate. We believe our emphasis on real estate-secured lending
helps reduce our credit risk. Through various nonbank subsidiaries and
affiliations we also offer investment services, engage in the title insurance
business as an agent and offer other types of insurance as an agent.

FINANCIAL SUMMARY

     We have maintained strong profitability while growing our franchise through
a balance of internal growth and selective acquisitions. The following table
summarizes our financial performance over the past five years:

<Table>
<Caption>
                                                    AT OR FOR THE YEAR ENDED DECEMBER 31,
                                        --------------------------------------------------------------
                                           2002         2001         2000         1999         1998
                                        ----------   ----------   ----------   ----------   ----------
                                               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                     <C>          <C>          <C>          <C>          <C>
Net income............................  $   29,467   $   24,398   $   20,009   $    8,669   $   11,949
Earnings per common share (diluted)...        1.58         1.27         1.02         0.43         0.60
Assets................................   2,057,562    1,888,457    1,783,791    1,725,205    1,660,893
Portfolio loans.......................   1,381,442    1,384,684    1,379,664    1,290,641    1,152,139
Deposits..............................   1,535,603    1,387,367    1,389,900    1,310,602    1,255,544
Borrowings (including federal funds
  purchased)..........................     334,253      323,110      223,582      266,920      251,899
Total shareholders' equity............     138,047      131,903      128,336      113,746      117,042
Return on average assets..............        1.52%        1.35%        1.15%        0.52%        0.72%
Return on average shareholders'
  equity..............................       21.34        18.52        16.59         7.26        10.72
Net interest margin(1)................        4.75         4.45         4.21         4.15         3.75
Net loans charged-off to average
  portfolio loans.....................        0.23         0.11         0.17         0.10         0.15
</Table>

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

(1) Calculated on a tax-equivalent basis.

                                        1
<PAGE>

OUR APPROACH TO COMMUNITY BANKING

     We attribute our past success to the consistent application of community
banking practices in our predominantly rural and suburban markets. Our operating
philosophy seeks to preserve those elements of traditional community banking
which management believes create a competitive advantage in the markets in which
we operate. Accordingly, our banks emphasize personal service and customer
recognition, prompt response to customer needs, convenience, continuity of
personnel and management, and commitment to and participation in the community.

     DECENTRALIZED MANAGEMENT.  We vest management of our banks with the
authority to make local pricing and credit decisions to better anticipate
customer needs, respond to customer demands, and identify profitable
opportunities within their respective markets. While management of each of our
banks is granted the authority to make decisions for its local operations, they
are also held accountable for each bank's performance.

     CORPORATE ADMINISTRATIVE AND SUPPORT SERVICES.  To complement our
decentralized management structure and preserve our community banking practices
within our expanding franchise, our corporate service departments provide a
variety of services to each of our banks. We believe that this partnership
between the bank's management and our personnel allows the management of each of
the banks to focus on sales and customer service while providing us with
internal controls, and the ability to provide consistent service quality and
attain operating efficiencies.

     CREDIT CULTURE.  We believe we have a consistent credit philosophy, with
the majority of our loans secured by commercial or residential real estate. We
believe that this emphasis on real estate-secured lending helps to reduce our
credit risk.

BUSINESS STRATEGY

     We believe our long-term success is a direct result of our community
banking philosophy, which blends personalized customer service and local
decision making with a centralized support system and also includes the
following elements:

     - Increasing revenue by focusing on building core deposits primarily
       through our high performance checking program; growing our loan portfolio
       with a particular emphasis on commercial lending; and expanding our other
       operations, including mortgage banking, investment services and
       insurance.

     - Attracting and retaining talented employees through an incentive system
       that appropriately rewards outstanding performance.

     - Selectively expanding our bank branch network by opening new offices in
       markets that offer superior growth opportunities.

     - Pursuing strategic acquisitions, both banking and non-banking, of
       primarily smaller entities in adjacent markets, that we can successfully
       integrate and that we expect to contribute to our earnings per share.

     - Effectively managing our capital resources and prudently using financial
       leverage to create value for our shareholders.

RECENT DEVELOPMENTS

     On February 24, 2003, we executed a definitive agreement to acquire Mepco
Insurance Premium Financing, Inc., a Chicago-based company that finances
insurance premiums and automobile warranty contracts. Mepco provides loans and
payment plans to businesses and consumers to allow them to pay their insurance
and service contract premiums over time. Mepco works with hundreds of
independent insurance agents, insurance companies and automobile warranty
administrators throughout the United States, primarily in California and
Illinois. As of December 31, 2002, Mepco's insurance premium finance and
automobile warranty receivables totaled approximately $88.7 million.

     The initial purchase price to be paid for Mepco is valued at approximately
$10.0 million, subject to certain adjustments. Payment of the purchase price
will be allocated equally between shares of our common
                                        2
<PAGE>

stock and cash. The acquisition agreement also provides for potential additional
stock and cash consideration if certain contingencies are resolved and
performance targets are achieved. We expect that all or part of the cash portion
of the purchase will be financed out of the net proceeds from the sale of the
debentures in this offering. We expect to close the acquisition of Mepco on
April 1, 2003, subject to the satisfaction of closing conditions specified in
the acquisition agreement. See "Use of Proceeds" on page 19.

                             IBC CAPITAL FINANCE II

     The trust is a newly formed financing subsidiary of Independent Bank
Corporation. Upon issuance of the preferred securities offered by this
prospectus, the purchasers in this offering will own all of the issued and
outstanding preferred securities of the trust. In exchange for our capital
contribution to the trust, we will own all of the common securities of the
trust. The trust exists exclusively for the following purposes:

     - issuing the preferred securities to the public for cash;

     - issuing the common securities to us;

     - investing the proceeds from the sale of its preferred and common
       securities in an equivalent amount of junior subordinated debentures to
       be issued by us; and

     - engaging in activities that are incidental to those listed above, such as
       receiving payments on the debentures and making distributions to security
       holders, furnishing notices and other administrative tasks.

     Our principal executive offices, as well as those of the trust, are located
at 230 West Main Street, Ionia, MI 48846, and our telephone number is (616)
527-9450.

                                        3
<PAGE>

                                  THE OFFERING

The issuer....................   IBC Capital Finance II.

Securities being offered......   1,760,000 preferred securities, which represent
                                 preferred undivided interests in the assets of
                                 the trust. Those assets will consist solely of
                                 the debentures and payments received on the
                                 debentures. The trust will sell the preferred
                                 securities to the public for cash. The trust
                                 will use that cash to buy the debentures from
                                 us.

Offering price................   $25 per preferred security.

When distributions will be
paid to you...................   If you purchase the preferred securities, you
                                 are entitled to receive cumulative cash
                                 distributions at a   % annual rate.
                                 Distributions will accumulate from the date the
                                 trust issues the preferred securities and will
                                 be paid quarterly on March 31, June 30,
                                 September 30 and December 31 of each year,
                                 beginning June 30, 2003. As long as the
                                 preferred securities are represented by a
                                 global security, the record date for
                                 distributions on the preferred securities will
                                 be the business day prior to the distribution
                                 date. We may defer the payment of cash
                                 distributions, as described below.

When the securities must be
redeemed......................   The debentures will mature and we must redeem
                                 the preferred securities on March 31, 2033. We
                                 have the option, however, to shorten the
                                 maturity date to a date not earlier than March
                                 31, 2008. We will not shorten the maturity date
                                 unless we have received the prior approval of
                                 the Board of Governors of the Federal Reserve,
                                 if required.

Redemption before March 31,
2033 is possible..............   The trust must redeem the preferred securities
                                 when the debentures are paid at maturity, or
                                 upon any earlier redemption of the debentures
                                 to the extent the debentures are redeemed. We
                                 may redeem all or part of the debentures at any
                                 time on or after March 31, 2008.

                                 In addition, we may redeem, at any time, all of
                                 the debentures if:

                                 - there is a change in existing laws or
                                   regulations, or new official administrative
                                   or judicial interpretation or application of
                                   these laws and regulations, that causes the
                                   interest we pay on the debentures to no
                                   longer be deductible by us for federal income
                                   tax purposes; or the trust becomes subject to
                                   federal income tax; or the trust becomes or
                                   will become subject to other taxes or
                                   governmental charges;

                                 - there is a change in existing laws or
                                   regulations that requires the trust to
                                   register as an investment company; or

                                 - there is a change in the capital adequacy
                                   guidelines of the Federal Reserve that
                                   results in the preferred securities not being
                                   eligible as Tier 1 capital.

                                 We may also redeem the debentures at any time,
                                 and from time to time, in an amount equal to
                                 the liquidation amount of any

                                        4
<PAGE>

                                 preferred securities we purchase, plus a
                                 proportionate amount of common securities, but
                                 only in exchange for a like amount of the
                                 preferred securities and common securities then
                                 owned by us. Redemption of the debentures prior
                                 to maturity will be subject to the prior
                                 approval of the Federal Reserve, if approval is
                                 then required. If your preferred securities are
                                 redeemed by the trust, you will receive the
                                 liquidation amount of $25 per preferred
                                 security, plus any accrued and unpaid
                                 distributions to the date of redemption.

We have the option to extend
the interest payment period...   The trust will rely solely on payments made by
                                 us under the debentures to pay distributions on
                                 the preferred securities. As long as we are not
                                 in default under the indenture relating to the
                                 debentures, we may, at one or more times, defer
                                 interest payments on the debentures for up to
                                 20 consecutive quarters, but not beyond March
                                 31, 2033. If we defer interest payments on the
                                 debentures:

                                 - the trust will also defer distributions on
                                   the preferred securities;

                                 - the distributions you are entitled to will
                                   accumulate; and

                                 - these accumulated distributions will earn
                                   interest at an annual rate of   % compounded
                                   quarterly, until paid.

                                 At the end of any deferral period, we will pay
                                 to the trust all accrued and unpaid interest
                                 under the debentures. The trust will then pay
                                 all accumulated and unpaid distributions to
                                 you.

                                 During an extension period, we are restricted
                                 from making payments on debt that ranks equally
                                 with or junior to the debentures held by our
                                 other subsidiary trusts, and from paying
                                 dividends or distributions on our capital stock
                                 or redeeming, purchasing or acquiring or making
                                 liquidation payments with respect to our
                                 capital stock, except for some exceptions.

You will still be taxed if
distributions are deferred....   If a deferral of payment occurs, you will still
                                 be required to recognize the deferred amounts
                                 as income for federal income tax purposes in
                                 advance of receiving these amounts, even if you
                                 are a cash basis taxpayer.

Our guarantee of payment......   Our obligations described in this prospectus,
                                 in the aggregate, constitute a full,
                                 irrevocable and unconditional guarantee on a
                                 subordinated basis by us of the obligations of
                                 the trust under the preferred securities. Under
                                 the guarantee agreement, we guarantee the trust
                                 will use its assets to pay the distributions on
                                 the preferred securities and the liquidation
                                 amount upon liquidation of the trust. However,
                                 the guarantee does not apply when the trust
                                 does not have sufficient funds to make the
                                 payments. If we do not make payments on the
                                 debentures, the trust will not have sufficient
                                 funds to make payments on the preferred
                                 securities. In this event, your remedy is to
                                 institute a legal proceeding directly against
                                 us for enforcement of payments under the
                                 debentures.

                                        5
<PAGE>

We may distribute the
debentures directly to you....   We may, at any time, dissolve the trust and
                                 distribute the debentures to you, subject to
                                 the prior approval of the Federal Reserve, if
                                 required. If we distribute the debentures, we
                                 will use our best efforts to list them on a
                                 national securities exchange or comparable
                                 automated quotation system.

How the securities will rank
in right of payment...........   Our obligations under the preferred securities,
                                 debentures and guarantee are unsecured and will
                                 rank as follows with regard to right of
                                 payment:

                                 - the preferred securities will rank equally
                                   with the common securities of the trust. The
                                   trust will pay distributions on the preferred
                                   securities and the common securities pro
                                   rata. However, if we default with respect to
                                   the debentures, then no distributions on the
                                   common securities of the trust or our common
                                   stock will be paid until all accumulated and
                                   unpaid distributions on the preferred
                                   securities have been paid;

                                 - our obligations under the debentures and the
                                   guarantee are unsecured and generally will
                                   rank:

                                   - junior in priority to our existing and
                                     future senior and subordinated
                                     indebtedness; and

                                   - equal to our subordinated debentures
                                     associated with $17.25 million of trust
                                     preferred securities that an affiliated
                                     trust of ours currently has outstanding;
                                     and

                                 - because we are a holding company, the
                                   debentures and the guarantee will effectively
                                   be subordinated to all depositors' claims, as
                                   well as existing and future liabilities of
                                   our subsidiaries.

Voting rights of the preferred
securities....................   Except in limited circumstances, holders of the
                                 preferred securities will have no voting
                                 rights.

Nasdaq National Market
symbol........................   IBCPO.

You will not receive
certificates..................   The preferred securities will be represented by
                                 a global security that will be deposited with
                                 and registered in the name of The Depository
                                 Trust Company, New York, New York, or its
                                 nominee. This means that you will not receive a
                                 certificate for the preferred securities, and
                                 your ownership interests will be recorded
                                 through the DTC book-entry system.

                                        6
<PAGE>

How the proceeds of this
offering will be used.........   The trust will invest all of the proceeds from
                                 the sale of the preferred securities in the
                                 debentures. We estimate that the net proceeds
                                 to us from the sale of the debentures to the
                                 trust, after deducting offering expenses and
                                 underwriting commissions, will be approximately
                                 $          . We expect to use approximately
                                 $17.25 million of the net proceeds from this
                                 offering to redeem our outstanding junior
                                 subordinated debentures issued to IBC Capital
                                 Finance. We expect to use approximately $5.0
                                 million of the net proceeds for the cash
                                 portion of the initial purchase price payment
                                 for the Mepco acquisition. We will use the
                                 remaining net proceeds to make additional
                                 capital contributions to our banks, for
                                 repurchases of our common stock, to pay
                                 additional consideration that may be due in the
                                 future related to the Mepco acquisition, for
                                 possible future acquisitions, and for general
                                 corporate purposes.

     Before purchasing the preferred securities being offered, you should
carefully consider the "Risk Factors" beginning on page 10.

                                        7
<PAGE>

                      SUMMARY CONSOLIDATED FINANCIAL DATA

     The summary consolidated financial data presented below for, and as of the
end of, each of the years in the five-year period ended December 31, 2002, are
derived from our historical financial statements. Our consolidated financial
statements for each of the five years ended December 31, 2002, have been audited
by KPMG LLP, independent accountants. This information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and the
notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2002. Results for past periods are not necessarily indicative of
results that may be expected for any future period.

<Table>
<Caption>
                                                            AT OR FOR THE YEAR ENDED DECEMBER 31,
                                                --------------------------------------------------------------
                                                   2002         2001         2000         1999         1998
                                                ----------   ----------   ----------   ----------   ----------
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                             <C>          <C>          <C>          <C>          <C>
SUMMARY OF OPERATIONS:
  Interest income.............................  $  129,815   $  134,502   $  132,841   $  120,534   $  120,766
  Interest expense............................      48,008       62,460       67,865       58,730       64,667
                                                ----------   ----------   ----------   ----------   ----------
  Net interest income.........................      81,807       72,042       64,976       61,804       56,099
  Provision for loan losses...................       3,562        3,737        3,287        2,661        3,628
                                                ----------   ----------   ----------   ----------   ----------
  Net interest income after provision for loan
     losses...................................      78,245       68,305       61,689       59,143       52,471
  Net gains on sale of real estate mortgage
     loans....................................       8,178        6,306        2,209        4,247        7,052
  Other non-interest income...................      22,733       20,629       16,752       13,848       12,066
  Merger-related securities losses, charges
     and litigation settlements...............                                              8,000
  Other non-interest expenses.................      68,293       61,519       53,375       57,276       54,584
                                                ----------   ----------   ----------   ----------   ----------
  Income before federal income tax expense....      40,863       33,721       27,275       11,962       17,005
  Federal income tax expense..................      11,396        9,288        7,266        3,293        5,056
                                                ----------   ----------   ----------   ----------   ----------
  Net income before cumulative effect of
     change in accounting principle...........      29,467       24,433       20,009        8,669       11,949
  Cumulative effect of change in accounting
     principle, net of related tax
     effect(1)................................          --          (35)          --           --           --
                                                ----------   ----------   ----------   ----------   ----------
  Net income..................................  $   29,467   $   24,398   $   20,009   $    8,669   $   11,949
                                                ==========   ==========   ==========   ==========   ==========
PER COMMON SHARE DATA(2):
  Net income
     Basic....................................  $     1.61   $     1.29   $     1.03   $     0.44   $     0.61
     Diluted..................................        1.58         1.27         1.02         0.43         0.60
  Cash dividends declared.....................        0.48         0.41         0.35         0.26         0.19
  Book value..................................        7.75         7.06         6.68         5.83         5.94
  Dividend payout ratio.......................       30.38%       32.28%       34.31%       60.47%       31.67%
  Weighted average shares outstanding (in
     thousands) -- Diluted....................      18,651       19,250       19,568       19,986       19,842
</Table>

                                        8
<PAGE>

<Table>
<Caption>
                                                            AT OR FOR THE YEAR ENDED DECEMBER 31,
                                                --------------------------------------------------------------
                                                   2002         2001         2000         1999         1998
                                                ----------   ----------   ----------   ----------   ----------
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                             <C>          <C>          <C>          <C>          <C>
SELECTED BALANCES:
  Assets......................................  $2,057,562   $1,888,457   $1,783,791   $1,725,205   $1,660,893
  Securities..................................     371,246      290,303      237,545      266,415      316,925
  Loans held for sale.........................     129,577       77,220       20,817       12,950       45,699
  Portfolio loans.............................   1,381,442    1,384,684    1,379,664    1,290,641    1,152,139
  Deposits....................................   1,535,603    1,387,367    1,389,900    1,310,602    1,255,544
  Borrowings (including federal funds
     purchased)(3)............................     334,253      323,110      223,582      266,920      251,899
  Shareholders' equity........................     138,047      131,903      128,336      113,746      117,042
PERFORMANCE RATIOS:
  Return on average assets....................        1.52%        1.35%        1.15%        0.52%        0.72%
  Return on average shareholders' equity......       21.34        18.52        16.59         7.26        10.72
  Net interest margin(4)(5)...................        4.75         4.45         4.21         4.15         3.75
  Efficiency ratio(6).........................       58.31        60.16        60.88        69.44        71.35
ASSET QUALITY RATIOS:
  Non-performing loans to portfolio loans.....        0.72%        0.65%        0.51%        0.41%        0.59%
  Non-performing assets to total assets.......        0.67         0.56         0.52         0.38         0.49
  Allowance for loan losses to portfolio
     loans....................................        1.21         1.17         1.01         1.01         1.00
  Allowance for loan losses to non-performing
     loans....................................      167.57       178.72       198.86       245.97       169.04
  Net loans charged-off to average portfolio
     loans....................................        0.23         0.11         0.17         0.10         0.15
CAPITAL RATIOS:
  Average shareholders' equity to average
     total assets.............................        7.14%        7.28%        6.92%        7.16%        6.76%
  Leverage ratio..............................        6.85         7.46         7.31         6.56         6.12
  Tier 1 risk-based capital ratio.............        9.36         9.82         9.68         9.33         9.97
  Total risk-based capital ratio..............       10.49        10.98        10.74        10.41        11.04
RATIO OF EARNINGS TO FIXED CHARGES(7):
  Including interest on deposits..............        1.85x        1.54x        1.40x        1.20x        1.26x
  Excluding interest on deposits..............        4.17x        2.89x        2.69x        1.82x        1.79x
</Table>

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

(1) Effect of the implementation of SFAS #133, "Accounting for Derivative
    Instruments and Hedging Activities."

(2) Per share data has been adjusted for three-for-two stock splits in 2002 and
    1998 and 5% stock dividends in each of the years presented.

(3) Excludes guaranteed preferred beneficial interests in Company's subordinated
    debentures.

(4) Net interest income divided by average interest-earning assets.

(5) Calculated on a tax-equivalent basis.

(6) Non-interest expense (excluding non-recurring charges) divided by the sum of
    net interest income, on a tax-equivalent basis, plus non-interest income
    (excluding securities gains or losses).

(7) For purposes of calculating the ratio of earnings to fixed charges, earnings
    consist of income before income taxes plus interest expense. Fixed charges
    consist of interest expense plus distributions on preferred securities. The
    pro forma ratio of earnings to fixed charges including interest on deposits
    was 1.82x and excluding interest on deposits was 3.74x for the year ended
    December 31, 2002, in each case giving effect to the use of offering
    proceeds to redeem approximately $17.25 million of our outstanding junior
    subordinated debentures issued to IBC Capital Finance.

                                        9
<PAGE>

                                  RISK FACTORS

     An investment in the preferred securities involves a number of risks. We
urge you to read all of the information contained in this prospectus. In
addition, we urge you to consider carefully the following factors in evaluating
an investment in Independent Bank Corporation and the trust before you purchase
any of the preferred securities offered by this prospectus.

     Because the trust will rely on the payments it receives on the debentures
it owns to fund all payments on the preferred securities and because the trust
may distribute the debentures it owns in exchange for the preferred securities
that it issues, you are making an investment decision that relates to the
debentures being issued by us as well as the preferred securities. You should
carefully review the information in this prospectus about the preferred
securities, the debentures and the guarantee.

RISKS RELATING TO AN INVESTMENT IN US

     WE HAVE CREDIT RISK INHERENT IN OUR ASSET PORTFOLIOS, AND OUR ALLOWANCE FOR
LOAN LOSSES MAY NOT BE SUFFICIENT TO COVER ACTUAL LOAN LOSSES.

     Our loan customers may not repay their loans according to their respective
terms, and the collateral securing the payment of these loans may be
insufficient to assure repayment. We may experience significant credit losses
which could have a material adverse effect on our operating results. We make
various assumptions and judgments about the collectibility of our loan
portfolio, including the creditworthiness of our borrowers and the value of the
real estate and other assets serving as collateral for the repayment of many of
our loans. In determining the size of the allowance for loan losses, we rely on
our experience and our evaluation of current economic conditions. If our
assumptions or judgments prove to be incorrect, our current allowance for loan
losses may not be sufficient to cover any loan losses inherent in our loan
portfolio, and adjustments may be necessary to allow for different economic
conditions or adverse developments in our loan portfolio. Material additions to
our allowance would materially decrease our net income.

     In the near term, our strategy is to continue to expand our commercial
lending activities in the markets in which we are currently operating. We may
also pursue opportunities to expand into new markets outside our traditional
markets by establishing offices staffed by commercial loan officers who come to
us from other commercial banks in these new markets. We cannot be sure that our
loan loss experience with any new borrowers in these newer markets will be
consistent with our loan loss experience in our traditional markets. Our actual
loan loss experience in these markets may cause us to increase our reserves.

     In addition, federal and state regulators periodically review our allowance
for loan losses and may require us to increase our provision for loan losses or
recognize additional loan charge-offs. Any increase in our allowance for loan
losses or loan charge-offs required by these regulatory agencies could have a
material adverse effect on our results of operations and financial condition.

     OUR COMMERCIAL REAL ESTATE LOANS GENERALLY HAVE HIGHER PRINCIPAL AMOUNTS
AND MAY HAVE BALLOON PAYMENTS.

     Commercial real estate loans involve greater risk because they generally
involve higher principal amounts and are dependent, in large part, on sufficient
income from the property securing the loan to cover operating expenses and loan
payments. In addition, many commercial real estate loans are not fully amortized
over the loan period, but have balloon payments due at maturity. A borrower's
ability to make a balloon payment typically will depend on being able to either
refinance the loan or timely sell the underlying property. Because these loans
depend on the successful operation, financing or sale of the property, they may
be affected to a greater extent than residential loans by adverse conditions in
real estate markets or the economy. As of December 31, 2002, we had $325.2
million of commercial real estate loans.

     OUR CONSTRUCTION AND LAND DEVELOPMENT LOANS ARE BASED UPON ESTIMATES OF
CONSTRUCTION COSTS, DEVELOPMENT COSTS AND PROPERTY VALUES, AND THESE ESTIMATES
MAY BE INACCURATE.

     Our risk of loss on a construction or land development loan depends largely
upon whether we properly estimate construction and development costs and the
property's value at completion of construction or
                                        10
<PAGE>

development. Construction and land development loans often require disbursement
of substantial funds with repayment dependent in part on the success of the
ultimate project and the borrower's ability to sell or lease the property or
refinance the indebtedness. During the construction or development phase, a
number of factors can result in delays and cost overruns. If the estimate of
value is inaccurate, the value of the property securing our loans may be
insufficient to ensure full repayment when completed through sale, a permanent
loan or seizure of collateral. As of December 31, 2002, we had $185.6 million of
construction and land development loans.

     BUSINESS BORROWERS' ABILITY TO REPAY CERTAIN OF OUR LOANS WILL
SUBSTANTIALLY DEPEND UPON THEIR COMMERCIAL SUCCESS, AND THE VALUE OF THEIR
COLLATERAL MAY BE DIFFICULT TO APPRAISE AND MAY CHANGE OVER TIME.

     Unlike residential mortgage loans that are based on the borrower's ability
to repay the loan from the borrower's income and are secured by real property
with a value that is usually readily ascertainable, commercial business loans
are typically based on the borrower's ability to repay the loan from the cash
flow of the business. These loans involve greater risk because the availability
of funds to repay the loan depends substantially on the success of the business
itself. In addition, the collateral securing the loans may depreciate over time,
be difficult to appraise and fluctuate in value based on the success of the
business. As of December 31, 2002, we had $86.4 million of commercial business
loans.

     OUR CONSUMER LOANS GENERALLY HAVE A HIGHER RISK OF DEFAULT THAN OUR OTHER
LOANS.

     Our consumer loans include personal loans and lines of credit available to
individuals for various purposes including the purchase of automobiles, boats,
other recreational vehicles, home improvements and personal investments.
Consumer loans entail greater risk than our other loans, particularly in the
case of consumer loans that are unsecured or are secured by rapidly depreciating
assets. In these cases, any repossessed collateral for a defaulted consumer loan
may not provide an adequate source of repayment of the outstanding loan balance
as a result of damage, loss or depreciation. The remaining deficiency often does
not warrant further substantial collection efforts against the borrower beyond
obtaining a deficiency judgment. In addition, consumer loan collections depend
on the borrower's continuing financial stability, and are more likely to be
adversely affected by unemployment, divorce, illness or personal bankruptcy.
Furthermore, the application of various federal and state laws, including
federal and state bankruptcy and insolvency laws, may limit the amount that can
be recovered on these loans. As of December 31, 2002, we had $242.9 million of
consumer loans, including installment, home equity, and unsecured lines of
credit.

     WE HAVE CREDIT RISK INHERENT IN OUR SECURITIES PORTFOLIO.

     We maintain diversified securities portfolios, which include obligations of
the U.S. Treasury and government-sponsored agencies as well as securities issued
by states and political subdivisions, corporate securities, mortgage-backed
securities and asset-backed securities. We also invest in capital securities,
which include preferred stocks and trust preferred securities.

     At December 31, 2002, we owned total securities of $371.2 million, which
included $33.2 million of trust preferred securities, $26.3 million of preferred
stock, $20.8 million in corporate securities and $42.1 million in asset-backed
securities, stated at fair value. In 2002, we recorded an impairment charge of
$0.8 million on $1.5 million of trust preferred securities we purchased in 1999
that represent an indirect interest in subordinated debentures of a bank holding
company not affiliated with us. At December 31, 2002 we had an unrealized loss
of $1.8 million on the securities in our portfolio which was not charged to
earnings because we determined these declines to be temporary.

     We seek to limit credit losses in our securities portfolios by generally
purchasing only highly rated securities (rated "AA" or higher by a major debt
rating agency) or by conducting significant due diligence on the issuer for
unrated securities. However, we may, in the future, experience losses in our
securities portfolio which may be other than temporary in nature and result in
charges that could materially adversely affect our results of operations.

                                        11
<PAGE>

     OUR EXPECTED ENTRY INTO THE INSURANCE PREMIUM FINANCE BUSINESS IS NEW TO
US, INVOLVES UNIQUE OPERATIONAL RISKS AND COULD EXPOSE US TO SIGNIFICANT LOSSES.

     On February 24, 2003, we executed a definitive agreement to acquire Mepco
Insurance Premium Financing, Inc., including its insurance premium finance and
automobile warranty receivables which totaled approximately $88.7 million as of
December 31, 2002. The insurance premium finance business and these loans
involve a different, and possibly higher, level of risk of delinquency or
collection than generally associated with loan portfolios of more traditional
community banks. Mepco also faces unique operational and internal control
challenges due to the relatively rapid turnover of this portfolio and high
volume of new originations.

     We have no prior experience operating an insurance premium finance company.
Our future performance may be adversely affected if we fail to successfully
manage Mepco. Mepco may be less profitable than we anticipate. The former owners
of Mepco will serve as the executives of Mepco and the success of Mepco will
depend largely on the continued services of those executives and other key
employees. The loss of the services of one or more executives or other key
employees of Mepco could materially adversely affect this business.

     Because financing in this market is conducted primarily through
relationships with a large number of unaffiliated insurance agents and
automobile warranty administrators and because the borrowers are located
nationwide, risk management and general supervisory oversight may be more
difficult than in our banks. We may also be more susceptible to third party
fraud. Acts of fraud are difficult to detect and deter, and we cannot assure
investors that the risk management procedures and controls will prevent losses
from fraudulent activity. Although we will have an internal control system at
Mepco, we may be exposed to the risk of significant loss in our premium finance
business.

     OUR MORTGAGE-BANKING REVENUES ARE SUSCEPTIBLE TO SUBSTANTIAL VARIATIONS
DEPENDENT LARGELY UPON FACTORS THAT WE DO NOT CONTROL, SUCH AS MARKET INTEREST
RATES.

     We realized net gains of $8.2 million on the sale of real estate mortgage
loans during 2002, compared to $6.3 million and $2.2 million during 2001 and
2000, respectively. Net gains on the sale of real estate mortgage loans
primarily depend on the volume of loans we sell. The volume of loans we sell
depends on our ability to originate real estate mortgage loans and the demand
for fixed-rate obligations and other loans that are outside of our established
interest-rate risk parameters. Net gains on real estate mortgage loans are also
dependent upon economic and competitive factors as well as our ability to
effectively manage exposure to changes in interest rates and can often be a
volatile part of our overall revenues. In 2002, approximately 69% of the $876.7
million of loans we originated was the result of refinancing activity. We
estimate that refinancing activities accounted for approximately 63% and 58% of
the real estate mortgage loans we originated during 2001 and 2000, respectively.
If market interest rates were to rise or stabilize in 2003 or future periods,
our level of mortgage loan refinancing activity could decline significantly,
resulting in lower levels of real estate mortgage loan originations, sales and
gains on such sales.

     FLUCTUATIONS IN INTEREST RATES COULD REDUCE OUR PROFITABILITY.

     We realize income primarily from the difference between interest earned on
loans and investments and the interest paid on deposits and borrowings. Our
interest income and interest expense are affected by general economic conditions
and by the policies of regulatory authorities. While we have taken measures
intended to manage the risks of operating in a changing interest rate
environment, there can be no assurance that these measures will be effective in
avoiding undue interest rate risk. We expect that we will periodically
experience "gaps" in the interest rate sensitivities of our assets and
liabilities, meaning that either our interest-bearing liabilities will be more
sensitive to changes in market interest rates than our interest-earning assets,
or vice versa. In either event, if market interest rates should move contrary to
our position, this "gap" will work against us, and our earnings may be
negatively affected.

                                        12
<PAGE>

     We are unable to predict fluctuations of market interest rates, which are
affected by, among other factors, changes in the following:

     - inflation or deflation rates;

     - levels of business activity;

     - recession;

     - unemployment levels;

     - money supply;

     - domestic or foreign events; and

     - instability in domestic and foreign financial markets.

     OUR USE OF DERIVATIVE FINANCIAL INSTRUMENTS COULD RESULT IN GREATER
VOLATILITY OF EARNINGS AND POTENTIAL LOSSES.

     We use a variety of derivative financial instruments to manage our interest
rate risk. These derivative instruments include interest rate swaps, collars,
floors and caps and mandatory forward commitments to sell mortgage loans. The
accounting for increases or decreases in the value of derivatives depends upon
the use of the derivatives and whether the derivatives qualify for hedge
accounting. In particular, we use fixed interest-rate swaps to convert the
variable rate cash flows on short-term or variable rate debt obligations to
fixed rates. At December 31, 2002, we had approximately $236.0 million in fixed
pay interest rate swaps being accounted for as cash flow hedges. We report the
related gains or losses in the fair market value of these derivatives in other
comprehensive income and subsequently reclassify such gains or losses into
earnings as yield adjustments in the same period in which the related interest
on the hedged item (primarily short-term or variable rate debt obligations)
affect earnings. Because of the steep decline in interest rates over the past
two years, the fair market value of our fixed pay swaps being accounted for as
cash flow hedges is approximately negative $7.5 million at December 31, 2002. If
we could not continue to account for these fixed pay swaps as cash flow hedges
(because, for example, we were unable to continue to renew some or all of the
related short-term or variable rate debt obligations that are being hedged), we
may be required to recognize some or all of the $7.5 million negative fair
market value as an immediate charge against earnings. Although we expect to
continue to be able to qualify for and account for these fixed pay interest rate
swaps as cash flow hedges, a change in accounting treatment for these
instruments may negatively affect our earnings.

     OUR OPERATIONS MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO SECURE
ADEQUATE FUNDING; OUR USE OF WHOLESALE FUNDING SOURCES EXPOSES US TO LIQUIDITY
RISK AND POTENTIAL EARNINGS VOLATILITY.

     We rely on wholesale funding, including our revolving credit facility,
Federal Home Loan Bank borrowings and brokered deposits, to augment our core
deposits to fund our business. Because wholesale funding sources are affected by
general market conditions, the availability of funding from wholesale lenders
may be dependent on the confidence these investors have in our commercial and
consumer finance operations. The continued availability to us of these funding
sources is uncertain, and brokered deposits may be difficult for us to retain or
replace at attractive rates as they mature. Our liquidity will be constrained if
we are unable to renew our wholesale funding sources or if adequate financing is
not available in the future at acceptable rates of interest or at all. We may
not have sufficient liquidity to continue to fund new loans and we may need to
liquidate loans or other assets unexpectedly in order to repay obligations as
they mature.

     WE RELY HEAVILY ON OUR MANAGEMENT TEAM, AND THE UNEXPECTED LOSS OF KEY
MANAGERS MAY ADVERSELY AFFECT OUR OPERATIONS.

     Our success to date has been influenced strongly by our ability to attract
and to retain senior management experienced in banking and financial services.
Our ability to retain executive officers and the current management teams of
each of our lines of business will continue to be important to successful
implementation of our strategies. We do not have employment or non-compete
agreements with any of these key employees, except that our Mepco acquisition
agreement requires us to enter into agreements with certain executives and

                                        13
<PAGE>

key employees of Mepco Insurance Premium Financing, Inc. The unexpected loss of
services of any key management personnel, or the inability to recruit and retain
qualified personnel in the future, could have an adverse effect on our business
and financial results.

     COMPETITION WITH OTHER FINANCIAL INSTITUTIONS COULD ADVERSELY AFFECT OUR
PROFITABILITY.

     We face vigorous competition from banks and other financial institutions,
including savings and loan associations, savings banks, finance companies and
credit unions. A number of these banks and other financial institutions have
substantially greater resources and lending limits, larger branch systems and a
wider array of banking services. To a limited extent, we also compete with other
providers of financial services, such as money market mutual funds, brokerage
firms, consumer finance companies and insurance companies, which are not subject
to the same degree of regulation as that imposed on bank holding companies. As a
result, these non-bank competitors may have an advantage over us in providing
certain services, and this competition may reduce or limit our margins on
banking services, reduce our market share and adversely affect our results of
operations and financial condition.

     CHANGES IN ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR LOAN PORTFOLIO.

     Our success depends to a great extent upon the general economic conditions
in Michigan's lower peninsula. We have in general experienced a slowing economy
in Michigan in 2001, 2002 and early 2003. Unlike larger banks that are more
geographically diversified, we provide banking services to customers primarily
in Michigan's lower peninsula. Our loan portfolio, the ability of the borrowers
to repay these loans and the value of the collateral securing these loans will
be impacted by local economic conditions.

     An economic slowdown could have many adverse consequences, including the
following:

     - Loan delinquencies may increase;

     - Problem assets and foreclosures may increase;

     - Demand for our products and services may decline; and

     - Collateral for our loans may decline in value, in turn reducing
       customers' borrowing power and reducing the value of assets and
       collateral associated with existing loans.

     In addition to local economic conditions in Michigan, our success will also
depend in part upon the state of the national economy. A general downturn in the
local or national economy may impact our operations. In addition, the effect of
possible future terrorist attacks or war on us or the local or national economy
cannot be known or predicted.

     WE MAY BE UNABLE TO MAINTAIN OUR HISTORICAL GROWTH RATE, WHICH MAY
ADVERSELY IMPACT OUR RESULTS OF OPERATION AND FINANCIAL CONDITION.

     To achieve our growth, we have opened additional branches and acquired
other financial institutions and branches. We may be unable to sustain our
historical rate of growth or may not even be able to grow at all, and we may
encounter difficulties obtaining the funding necessary to support our growth.
Various factors, such as economic conditions, competition and regulatory
considerations, may impede or prohibit the opening of new branch offices. In
addition, we may have difficulty identifying suitable financial institutions and
other non-banking entities that we desire to acquire that are available for
sale. Further, our inability to attract and retain experienced bankers may
adversely affect our internal growth. A significant decrease in our historical
rate of growth may adversely impact our results of operations and financial
condition.

     WE OPERATE IN A HIGHLY REGULATED ENVIRONMENT AND MAY BE ADVERSELY AFFECTED
BY CHANGES IN FEDERAL AND LOCAL LAWS AND REGULATIONS.

     We are subject to extensive regulation, supervision and examination by
federal and state banking authorities. Any change in applicable regulations or
federal or state legislation could have a substantial impact on us and our banks
and their operations. Additional legislation and regulations may be enacted or
adopted in the future that could significantly affect our powers, authority and
operations, which could increase our costs of doing business and, as a result,
give an advantage to our competitors who may not be subject to similar
                                        14
<PAGE>

legislative and regulatory requirements. Further, regulators have significant
discretion and power to prevent or remedy unsafe or unsound practices or
violations of laws by banks and bank holding companies in the performance of
their supervisory and enforcement duties. The exercise of regulatory power may
have a negative impact on our results of operations and financial condition.

     WE MAY FACE CHALLENGES IN MANAGING OUR OPERATIONAL RISKS AS WE GROW.

     Like other financial services companies, we face a number of operational
risks, including the potential for processing errors, internal or external
fraud, failure of computer systems, and external events beyond our control such
as natural disasters. Acts of fraud are difficult to detect and deter, and we
cannot assure investors that our risk management procedures and controls will
prevent losses from fraudulent activity. Our growth may strain our existing
managerial resources and internal monitoring, accounting and reporting systems.

     WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND ADEQUATE FINANCING MAY NOT
BE AVAILABLE TO US ON ACCEPTABLE TERMS, OR AT ALL.

     The capital from this offering and what we expect to generate internally
may not be sufficient to maintain our regulatory capital levels at desired
levels to support the level of growth contemplated under our current business
plan. We may seek additional capital in the future to fund the growth of our
operations and to maintain our regulatory capital above well-capitalized
standards. We may not be able to obtain additional debt or equity financing, or,
if available, it may not be in amounts and on terms acceptable to us. If we are
unable to obtain the funding we need, we may be unable to develop our products
and services, take advantage of future opportunities or respond to competitive
pressures, which could have a material adverse effect on us.

     FAILURE TO SUCCESSFULLY INTEGRATE AND MANAGE ACQUISITIONS AND NEW LINES OF
BUSINESS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.

     From time to time we may acquire branches, financial institutions or new
lines of business. Failure to successfully integrate and manage acquisitions and
new lines of business could adversely affect our results of operations and
financial condition.

RISKS RELATED TO AN INVESTMENT IN THE PREFERRED SECURITIES

     IF WE DO NOT MAKE INTEREST PAYMENTS UNDER THE DEBENTURES, THE TRUST WILL BE
UNABLE TO PAY DISTRIBUTIONS AND LIQUIDATION AMOUNTS. THE GUARANTEE WOULD NOT
APPLY BECAUSE THE GUARANTEE COVERS PAYMENTS ONLY IF THE TRUST HAS FUNDS
AVAILABLE.

     The trust will depend solely on our payments on the debentures to pay
amounts due to you on the preferred securities. If we default on our obligation
to pay the principal or interest on the debentures, the trust will not have
sufficient funds to pay distributions or the liquidation amount on the preferred
securities. In that case, you will not be able to rely on the guarantee for
payment of these amounts because the guarantee only applies if the trust has
sufficient funds to make distributions or to pay the liquidation amount.
Instead, you or the property trustee will have to institute a direct action
against us to enforce the property trustee's rights under the indenture relating
to the debentures.

     OUR ABILITY TO MAKE INTEREST PAYMENTS ON THE DEBENTURES TO THE TRUST MAY BE
RESTRICTED IF WE DO NOT RECEIVE DIVIDENDS FROM OUR SUBSIDIARIES.

     We are a holding company and substantially all of our assets are held by
our subsidiaries. Our ability to make payments on the debentures when due will
depend primarily on available cash resources at the bank holding company and
dividends from our subsidiaries. The ability of our subsidiaries to pay
dividends is subject to their profitability, financial condition, capital
expenditures and other cash flow requirements. Dividends from our banking
subsidiaries are also subject to regulatory limitations, generally based on
capital levels and current and retained earnings. Our subsidiaries may not be
able to pay dividends in the future.

     OUR REGULATORS COULD IMPOSE RESTRICTIONS ON INTEREST PAYMENTS TO THE TRUST.

     We could also be precluded from making interest payments on the debentures
by our regulators if in the future they were to perceive deficiencies in
liquidity or regulatory capital levels at our holding company. If this
                                        15
<PAGE>

were to occur, we may be required to obtain the consent of our regulators prior
to paying dividends on our common stock or interest on the debentures. If
consent became required and our regulators were to withhold their consent, we
would likely exercise our right to defer interest payments on the debentures,
and the trust would not have funds available to make distributions on the
preferred securities during such period.

     THE DEBENTURES AND THE GUARANTEE RANK LOWER THAN MOST OF OUR OTHER
INDEBTEDNESS AND OUR HOLDING COMPANY STRUCTURE EFFECTIVELY SUBORDINATES ANY
CLAIMS AGAINST US TO THOSE OF OUR SUBSIDIARIES' CREDITORS.

     Our obligations under the debentures and the guarantee are unsecured and
will rank junior in priority of payment to our existing and future senior and
subordinated indebtedness. Holding company debt that ranks senior to the
debentures totaled $12.6 million outstanding principal amount at December 31,
2002. The debentures also rank equal to the debt related to $17.25 million of
our trust preferred securities currently outstanding, and the instruments
governing the debentures and this indebtedness limit our ability to make
interest payments on the debentures unless payments are also made on the debt
ranking equal to the debentures. The issuance of the debentures and the
preferred securities does not limit our ability or the ability of our
subsidiaries to incur additional indebtedness, guarantees or other liabilities.

     Because we are a holding company, the creditors of our subsidiaries,
including depositors, also will have priority over you in any distribution of
our subsidiaries' assets in liquidation, reorganization or otherwise.
Accordingly, the debentures and the guarantee will be effectively subordinated
to all existing and future liabilities of our subsidiaries, and you should look
only to our assets for payments on the preferred securities and the debentures.

     WE HAVE THE OPTION TO DEFER INTEREST PAYMENTS ON THE DEBENTURES FOR
SUBSTANTIAL PERIODS.

     We may, at one or more times, defer interest payments on the debentures for
up to 20 consecutive quarters. If we defer interest payments on the debentures,
the trust will defer distributions on the preferred securities during any
deferral period. During a deferral period, you will be required to recognize as
income for federal income tax purposes the amount approximately equal to the
interest that accrues on your proportionate share of the debentures held by the
trust in the tax year in which that interest accrues, even though you will not
receive these amounts until a later date.

     You will also not receive the cash related to any accrued and unpaid
interest from the trust if you sell the preferred securities before the end of
any deferral period. During a deferral period, accrued but unpaid distributions
will increase your tax basis in the preferred securities. If you sell the
preferred securities during a deferral period, your increased tax basis will
decrease the amount of any capital gain or increase the amount of any capital
loss that you may have otherwise realized on the sale. A capital loss, except in
certain limited circumstances, cannot be applied to offset ordinary income. As a
result, deferral of distributions could result in ordinary income, and a related
tax liability for the holder, and a capital loss that may only be used to offset
a capital gain.

     We do not currently intend to exercise our rights to defer interest
payments on the debentures. However, if we do defer interest payments, the
market price of the preferred securities would likely be adversely affected. The
preferred securities may trade at a price that does not fully reflect the value
of accrued but unpaid interest on the debentures. If you sell the preferred
securities during a deferral period, you may not receive the same return on
investment as someone who continues to hold the preferred securities. Because of
our right to defer interest payments, the market price of the preferred
securities may be more volatile than the market prices of other securities
without the deferral feature.

     WE HAVE MADE ONLY LIMITED COVENANTS IN THE INDENTURE AND THE TRUST
AGREEMENT.

     The indenture governing the debentures and the trust agreement governing
the trust do not require us to maintain any financial ratios or specified levels
of net worth, revenues, income, cash flow or liquidity. The instruments do not
protect holders of the debentures or the preferred securities in the event we
experience significant adverse changes in our financial condition or results of
operations. In addition, neither the indenture nor the trust agreement limit our
ability or the ability of any subsidiary to incur additional indebtedness.

                                        16
<PAGE>

Therefore, you should not consider the provisions of these governing instruments
as a significant factor in evaluating whether we will be able to comply with our
obligations under the debentures or the guarantee.

     WE MAY REDEEM THE DEBENTURES BEFORE MARCH 31, 2033.

     Under the following circumstances, we may redeem the debentures before
their stated maturity without payment of premium:

     - We may redeem the debentures, in whole or in part, at any time on or
       after March 31, 2008.

     - We may redeem the debentures in whole, but not in part, within 180 days
       after certain occurrences at any time during the life of the trust. These
       occurrences may include adverse tax, investment company or bank
       regulatory developments.

     You should assume that an early redemption may be attractive to us if we
are able to obtain capital at a lower cost than we must pay on the debentures or
if it is otherwise in our interest to redeem the debentures. If the debentures
are redeemed, the trust must redeem preferred securities having an aggregate
liquidation amount equal to the aggregate principal amount of debentures, and
you may be required to reinvest your principal at a time when you may not be
able to earn a return that is as high as you were earning on the preferred
securities.

     WE CAN DISTRIBUTE THE DEBENTURES TO YOU, WHICH MAY HAVE ADVERSE TAX
CONSEQUENCES FOR YOU; THIS RIGHT COULD ALSO ADVERSELY AFFECT THE MARKET PRICE OF
THE PREFERRED SECURITIES.

     The trust may be dissolved at any time before maturity of the debentures.
If this happens, the trustee may distribute the debentures to you under the
terms of the trust agreement.

     We cannot predict the market price for the debentures that may be
distributed in exchange for preferred securities upon liquidation of the trust.
The preferred securities or the debentures that you may receive if the trust is
liquidated may trade at a discount to the price that you paid to purchase the
preferred securities. Because you may receive debentures, your investment
decision with regard to the preferred securities will also be an investment
decision with regard to the debentures. You should carefully review all of the
information contained in this prospectus regarding the debentures.

     Under current interpretations of federal income tax laws supporting
classification of the trust as a grantor trust for tax purposes, a distribution
of the debentures to you upon the dissolution of the trust would not be a
taxable event to you. Nevertheless, if the trust is classified for federal
income tax purposes as an association taxable as a corporation at the time it is
dissolved, the distribution of the debentures would be a taxable event to you.
In addition, if there is a change in law, a distribution of the debentures upon
the dissolution of the trust could be a taxable event to you.

     THERE IS NO CURRENT PUBLIC MARKET FOR THE PREFERRED SECURITIES AND THE
MARKET PRICE MAY BE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

     There is currently no public market for the preferred securities. Although
the preferred securities have been approved for listing on the Nasdaq National
Market, there is no guarantee that an active or liquid trading market will
develop for the preferred securities or that the listing of the preferred
securities will continue on the Nasdaq National Market. If an active trading
market does not develop, the market price and liquidity of the preferred
securities will be adversely affected. Even if an active public market does
develop, there is no guarantee that the market price for the preferred
securities will equal or exceed the price you pay for the preferred securities.

     Future trading prices of the preferred securities may be subject to
significant fluctuations in response to prevailing interest rates, our future
operating results and financial condition, the market for similar securities and
general economic and market conditions. The initial public offering price of the
preferred securities has been set at the applicable liquidation amount of the
preferred securities and may be greater than the market price of the security
following the offering.

                                        17
<PAGE>

     The market price for the preferred securities and the debentures that you
may receive in a distribution is also likely to decline during any period that
we are deferring interest payments on the debentures.

     YOU MUST RELY ON THE PROPERTY TRUSTEE TO ENFORCE YOUR RIGHTS IF THERE IS AN
EVENT OF DEFAULT UNDER THE INDENTURE.

     You may not be able to directly enforce your rights against us if an event
of default under the indenture occurs. If an event of default under the
indenture occurs and is continuing, this event will also be an event of default
under the trust agreement. In that case, you must rely on the enforcement by the
property trustee of its rights as holder of the debentures against us. The
holders of a majority in liquidation amount of the preferred securities will
have the right to direct the property trustee to enforce its rights. If the
property trustee does not enforce its rights following an event of default and a
request by the record holders to do so, any record holder may, to the extent
permitted by applicable law, take action directly against us to enforce the
property trustee's rights. If an event of default occurs under the trust
agreement that is attributable to our failure to pay interest or principal on
the debentures, or if we default under the guarantee, you may proceed directly
against us. You will not be able to exercise directly any other remedies
available to the holders of the debentures unless the property trustee fails to
do so.

     AS A HOLDER OF PREFERRED SECURITIES YOU HAVE LIMITED VOTING RIGHTS.

     Holders of preferred securities have limited voting rights. Your voting
rights pertain primarily to amendments to the trust agreement. In general, only
we can replace or remove any of the trustees. However, if an event of default
under the trust agreement occurs and is continuing, the holders of at least a
majority in aggregate liquidation amount of the preferred securities may replace
the property trustee and the Delaware trustee.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements contained in this prospectus constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. We intend such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of invoking these
safe harbor provisions. You can identify these statements from our use of the
words "plan," "forecast," "estimate," "project," "believe," "intend,"
"anticipate," "expect," "target," "is likely," "will," "may" and similar
expressions. These forward-looking statements may include, among other things:

     - statements and assumptions relating to projected growth, earnings,
       earnings per share, and other financial performance measures as well as
       management's short-term and long-term performance goals;

     - statements relating to the anticipated effects on results of operations
       or financial condition from recent and expected developments or events;

     - statements relating to our business and growth strategies, including
       potential acquisitions; and

     - any other statements, projections or assumptions that are not historical
       facts.

     Forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause our actual results, performance or
achievements, or industry results, to differ materially from our expectations of
future results, performance or achievements expressed or implied by these
forward-looking statements. In addition, our past results of operations do not
necessarily indicate our future results. We discuss these and other
uncertainties in the "Risk Factors" section of this prospectus beginning on page
10 and elsewhere in this prospectus. We undertake no obligation to update
publicly any of these statements in light of future events.

                                        18
<PAGE>

                                USE OF PROCEEDS

     The trust will invest all of the proceeds from the sale of the preferred
securities in the debentures. We anticipate that the net proceeds to us from the
sale of the debentures will be approximately $     after deduction of offering
expenses, estimated to be $308,000, and deduction of underwriting commissions.

     We expect to use approximately $17.25 million of the net proceeds from this
offering to redeem our outstanding junior subordinated debentures issued to IBC
Capital Finance. This indebtedness bears interest at a fixed annual rate of
9.25%, matures on December 31, 2026, and became callable by us on or after
December 31, 2001.

     We expect to use approximately $5.0 million of the net proceeds to pay the
cash portion of the initial purchase price payment for the Mepco acquisition. We
will use the remaining net proceeds to make additional capital contributions to
our banks, for repurchases of our common stock, to pay additional consideration
that may be due in the future related to the Mepco acquisition, for possible
future acquisitions, and for general corporate purposes. We have not yet
allocated specific amounts among these uses.

                                        19
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our capitalization at December 31, 2002, on
a historical basis and as adjusted for the offering of the preferred securities
(assuming no exercise of the underwriters' over-allotment option) and the
application of the estimated net proceeds from the corresponding sale of the
debentures to the trust as if such sale had been consummated on December 31,
2002. This data should be read in conjunction with the consolidated financial
statements and notes thereto incorporated by reference into this prospectus from
our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. See
"Documents Incorporated by Reference" on page 57.

<Table>
<Caption>
                                                                 DECEMBER 31, 2002
                                                              -----------------------
                                                               ACTUAL     AS ADJUSTED
                                                              --------    -----------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>         <C>
INDEBTEDNESS:
  Note payable..............................................  $ 12,600     $ 12,600
                                                              ========     ========
  Guaranteed preferred beneficial interests in Company's
     subordinated debentures................................  $ 17,250     $ 44,000(1)
                                                              ========     ========
SHAREHOLDERS' EQUITY:
  Preferred stock, no par value; 200,000 shares authorized;
     none issued or outstanding.............................        --           --
  Common stock, $1.00 par value; 30,000,000 shares
     authorized; 17,822,090 shares issued and outstanding...    17,822       17,822
  Capital surplus...........................................    75,076       75,076
  Retained earnings.........................................    41,785       41,785
  Accumulated other comprehensive income....................     3,364        3,364
                                                              --------     --------
     Total shareholders' equity.............................  $138,047     $138,047
                                                              ========     ========
       Total capitalization(2)..............................  $167,897     $194,647
                                                              ========     ========
CAPITAL RATIOS(3):
  Total shareholders' equity to total assets................      6.71%        6.62%
  Leverage ratio(4)(5)......................................      6.85         8.17
  Tier 1 capital ratio(5)...................................      9.36        11.13
  Total risk based capital ratio(5).........................     10.49        12.25
</Table>

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

(1) Assumes the redemption of our $17.25 million, 9.25% junior subordinated
    debentures.

(2) Includes total shareholders' equity, note payable and guaranteed preferred
    beneficial interests in Company's subordinated debentures.

(3) The capital ratios, as adjusted, are computed including the estimated
    proceeds from the sale of the preferred securities, in a manner consistent
    with Federal Reserve regulations.

(4) The leverage ratio is core capital divided by average annual assets, after
    deducting intangible assets and net deferred tax assets in excess of
    regulatory maximum limits.

(5) The preferred securities have been structured to qualify as Tier 1 capital
    for regulatory purposes. However, in calculating the amount of Tier 1
    qualifying capital, the preferred securities, together with any other trust
    preferred securities or cumulative preferred stock of ours that may be
    outstanding in the future, can only be included up to the amount
    constituting 25% of total Tier 1 capital. At December 31, 2002, on an actual
    and on an adjusted basis, our Tier 1 capital included $17.25 million and
    $44.0 million, respectively, of liquidation amount of trust preferred
    securities consistent with the applicable limitations imposed by Federal
    Reserve regulations. Any excess amounts of our trust preferred securities
    are included in Tier 2 capital, which comprises part of our total capital
    for regulatory purposes.

                                        20
<PAGE>

                      ACCOUNTING AND REGULATORY TREATMENT

     The trust will be treated, for financial reporting purposes, as our
subsidiary and, accordingly, the accounts of the trust will be included in our
consolidated financial statements. The preferred securities will be presented as
a separate line item in our consolidated balance sheet under the caption
"Guaranteed preferred beneficial interests in the Company's subordinated
debentures," or other similar caption. In addition, appropriate disclosures
about the preferred securities, the guarantee and the debentures will be
included in the notes to our consolidated financial statements. For financial
reporting purposes, we will record distributions payable on the preferred
securities in our consolidated statements of income as a component of interest
expense on other borrowings.

     Our future reports filed under the Securities Exchange Act of 1934 will
include a footnote to the audited consolidated financial statements stating
that:

     - the trust is wholly owned;

     - the sole assets of the trust are the debentures, specifying the
       debentures' outstanding principal amount, interest rate and maturity
       date; and

     - our obligations described in this prospectus, in the aggregate,
       constitute a full, irrevocable and unconditional guarantee on a
       subordinated basis by us of the obligations of the trust under the
       preferred securities.

     We are not required to include separate financial statements of the trust
in this prospectus because we will own all of the voting securities of the
trust, the trust has no independent operations and we guarantee the payments on
the preferred securities to the extent described in this prospectus.

                                        21
<PAGE>

                            DESCRIPTION OF THE TRUST

     IBC Capital Finance II is a Delaware statutory trust formed pursuant to the
Delaware Statutory Trust Act under a trust agreement executed by us, as sponsor
for the trust, and the trustees, and a certificate of trust has been filed with
the Delaware Secretary of State. The trust agreement will be amended and
restated in its entirety in the form filed as an exhibit to the registration
statement of which this prospectus is a part, as of the date the preferred
securities are initially issued. The trust agreement will be qualified under the
Trust Indenture Act of 1939.

     The following discussion contains a description of the material terms of
the trust agreement for the trust and is subject to, and is qualified in its
entirety by reference to, the amended and restated trust agreement.

     The holders of the preferred securities issued pursuant to the offering
described in this prospectus will own all of the issued and outstanding
preferred securities of the trust which have certain prior rights over the other
securities of the trust in certain circumstances as specified in this
prospectus. We will not initially own any of the preferred securities. We will
acquire common securities in an amount equal to at least 3% of the total capital
of the trust and will initially own, directly or indirectly, all of the issued
and outstanding common securities. The common securities, together with the
preferred securities, are called the trust securities.

     The trust exists exclusively for the purposes of:

     - issuing and selling the preferred securities to the public for cash;

     - issuing and selling its common securities to us in exchange for our
       capitalization of the trust;

     - investing the proceeds from the sale of the trust securities in an
       equivalent amount of debentures; and

     - engaging in other activities that are incidental to those listed above,
       such as receiving payments on the debentures and making distributions to
       security holders, furnishing notices and other administrative tasks.

     The trust will not have any independent business operations or any assets,
revenues or cash flows other than those related to the issuance and
administration of the trust securities.

     The rights of the holders of the trust securities are as set forth in the
trust agreement, the Delaware Statutory Trust Act and the Trust Indenture Act.
The trust agreement does not permit the trust to borrow money or make any
investment other than in the debentures. Other than with respect to payment of
distributions on and the liquidation amount of the trust securities, we have
agreed to pay for all debts and obligations and all costs and expenses of the
trust, including the fees and expenses of the trustees and any income taxes,
duties and other governmental charges, and all costs and expenses related to
these charges, to which the trust may become subject, except for United States
withholding taxes that are properly withheld.

     The number of trustees of the trust will be five. Three of the trustees
will be persons who are employees or officers of or who are affiliated with us.
They are the administrative trustees. The fourth trustee will be an entity that
maintains its principal place of business in the State of Delaware. It is the
Delaware trustee. Initially, U.S. Bank Trust National Association, a national
banking association, will act as Delaware trustee. The fifth trustee, called the
property trustee, will initially be U.S. Bank National Association, also a
national banking association. The property trustee is the institutional trustee
under the trust agreement and acts as the indenture trustee called for under the
applicable provisions of the Trust Indenture Act. Also, for purposes of
compliance with the Trust Indenture Act, U.S. Bank National Association will act
as guarantee trustee and indenture trustee under the guarantee agreement and the
indenture. We, as holder of all of the common securities, will have the right to
appoint or remove any trustee unless an event of default under the indenture has
occurred and is continuing, in which case only the holders of the preferred
securities may remove the Delaware trustee or the property trustee. The trust
has a term of approximately 30 years but may terminate earlier as provided in
the trust agreement.

     The property trustee will hold the debentures for the benefit of the
holders of the trust securities and will have the power to exercise all rights,
powers and privileges under the indenture as the holder of the debentures. In
addition, the property trustee will maintain exclusive control of a segregated
noninterest-
                                        22
<PAGE>

bearing "payment account" established with U.S. Bank National Association (in
its corporate capacity, and not in its capacity as property trustee) to hold all
payments made on the debentures for the benefit of the holders of the trust
securities. The property trustee will make payments of distributions and
payments on liquidation, redemption and otherwise to the holders of the trust
securities out of funds from the payment account. The guarantee trustee will
hold the guarantee for the benefit of the holders of the preferred securities.
We will pay all fees and expenses related to the trust and the offering of the
preferred securities, including the fees and expenses of the trustees.

                    DESCRIPTION OF THE PREFERRED SECURITIES

     The preferred securities will be issued pursuant to the trust agreement.
For more information about the trust agreement, see "Description of the Trust"
beginning on page 22. U.S. Bank National Association will act as property
trustee for the preferred securities under the trust agreement for purposes of
complying with the provisions of the Trust Indenture Act. The terms of the
preferred securities will include those stated in the trust agreement and those
made part of the trust agreement by the Trust Indenture Act.

     The following discussion contains a description of the material provisions
of the preferred securities and is subject to, and is qualified in its entirety
by reference to, the trust agreement and the Trust Indenture Act. We urge you to
read the form of trust agreement, as amended, which is filed as an exhibit to
the registration statement of which this prospectus forms a part.

GENERAL

     The trust agreement authorizes the administrative trustees, on behalf of
the trust, to issue the trust securities, which are comprised of the preferred
securities to be sold to the public and the common securities. We will own all
of the common securities issued by the trust. The trust is not permitted to
issue any securities other than the trust securities or incur any other
indebtedness.

     The preferred securities will represent preferred undivided beneficial
interests in the assets of the trust, and the holders of the preferred
securities will be entitled to a preference over the common securities upon an
event of default with respect to distributions and amounts payable on redemption
or liquidation. The preferred securities will rank equally, and payments on the
preferred securities will be made proportionally, with the common securities,
except as described under "-- Subordination of Common Securities" on page 27.

     The property trustee will hold legal title to the debentures in trust for
the benefit of the holders of the trust securities. We will guarantee the
payment of distributions out of money held by the trust, and payments upon
redemption of the preferred securities or liquidation of the trust, to the
extent described under "Description of the Guarantee" on page 43. The guarantee
agreement does not cover the payment of any distribution or the liquidation
amount when the trust does not have sufficient funds available to make these
payments.

DISTRIBUTIONS

     SOURCE OF DISTRIBUTIONS.  The funds of the trust available for distribution
to holders of the preferred securities will be limited to payments made under
the debentures, which the trust will purchase with the proceeds from the sale of
the trust securities. Distributions will be paid through the property trustee,
which will hold the amounts received from our interest payments on the
debentures in the payment account for the benefit of the holders of the trust
securities. If we do not make interest payments on the debentures, the property
trustee will not have funds available to pay distributions on the preferred
securities.

     PAYMENT OF DISTRIBUTIONS.  Distributions on the preferred securities will
be payable at the annual rate of   % of the $25 stated liquidation amount,
payable quarterly on March 31, June 30, September 30 and December 31 of each
year, to the holders of the preferred securities on the relevant record dates.
So long as the preferred securities are represented by a global security, as
described below, the record date will be the business day immediately preceding
the relevant distribution date. The first distribution date for the preferred
securities will be June 30, 2003.
                                        23
<PAGE>

     Distributions will accumulate from the date of issuance, will be cumulative
and will be computed on the basis of a 360-day year of twelve 30-day months. If
the distribution date is not a business day, then payment of the distributions
will be made on the next day that is a business day, without any additional
interest or other payment for the delay. However, if the next business day is in
the next calendar year, payment of the distribution will be made on the business
day immediately preceding the scheduled distribution date. When we use the term
"business day" we mean any day other than a Saturday, a Sunday, a day on which
banking institutions in New York, New York are authorized or required by law,
regulation or executive order to remain closed or a day on which the corporate
trust office of the property trustee or the indenture trustee is closed for
business.

     EXTENSION PERIOD.  As long as no event of default under the indenture has
occurred and is continuing, we have the right to defer the payment of interest
on the debentures at any time for a period not exceeding 20 consecutive
quarters. We refer to this period of deferral as an "extension period." No
extension period may extend beyond March 31, 2033, or end on a date other than
an interest payment date, which dates are the same as the distribution dates. If
we defer the payment of interest, quarterly distributions on the preferred
securities will also be deferred during any such extension period. Any deferred
distributions under the preferred securities will accumulate additional amounts
at the annual rate of   %, compounded quarterly from the relevant distribution
date. The term "distributions" as used in this prospectus includes those
accumulated amounts.

     During an extension period, we may not:

     - declare or pay any dividends or distributions on, or redeem, purchase,
       acquire or make a liquidation payment with respect to, any of our capital
       stock (other than stock dividends, non-cash dividends in connection with
       the implementation of a shareholder rights plan, purchases of common
       stock in connection with employee benefit plans or in connection with the
       reclassification of any class of our capital stock into another class of
       capital stock);

     - make any payment of principal, interest or premium on or repay,
       repurchase or redeem any debt securities that rank equally with
       (including the debentures issued to our other affiliated Delaware trust),
       or junior in interest to, the debentures;

     - make any guarantee payments with respect to any other guarantee by us of
       any other debt securities of any of our subsidiaries if the guarantee
       ranks equally with or junior to the debentures (other than payments under
       the guarantee for the preferred securities); or

     - redeem, purchase or acquire less than all of the outstanding debentures
       or any of the preferred securities.

     After the termination of any extension period and the payment of all
amounts due, we may elect to begin a new extension period, subject to the above
requirements.

     We do not currently intend to exercise our right to defer distributions on
the preferred securities by deferring the payment of interest on the debentures.

REDEMPTION OR EXCHANGE

     GENERAL.  Subject to the prior approval of the Federal Reserve, if
required, we will have the right to redeem the debentures:

     - in whole at any time, or in part from time to time, on or after March 31,
       2008;

     - at any time, in whole, within 180 days following the occurrence of a Tax
       Event, an Investment Company Event or a Capital Treatment Event, which
       terms we define below; or

     - at any time, and from time to time, to the extent of any preferred
       securities we purchase, plus a proportionate amount of the common
       securities we hold.

                                        24
<PAGE>

     MANDATORY REDEMPTION.  Upon our repayment or redemption, in whole or in
part, of any debentures, whether on March 31, 2033, or earlier, the property
trustee will apply the proceeds to redeem the same amount of the trust
securities, upon not less than 30 days' nor more than 60 days' notice, at the
redemption price. The redemption price will equal 100% of the aggregate
liquidation amount of the trust securities plus accumulated but unpaid
distributions to the date of redemption. If less than all of the debentures are
to be repaid or redeemed on a date of redemption, then the proceeds from such
repayment or redemption will be allocated to redemption of preferred securities
and common securities proportionately.

     DISTRIBUTION OF DEBENTURES IN EXCHANGE FOR PREFERRED SECURITIES.  Upon
prior approval of the Federal Reserve, if required by law or regulation, we will
have the right at any time to dissolve, wind-up or terminate the trust and,
after satisfaction of the liabilities of creditors of the trust as provided by
applicable law, including, without limitation, amounts due and owing the
trustees of the trust, cause the debentures to be distributed directly to the
holders of trust securities in liquidation of the trust. See "-- Liquidation
Distribution Upon Termination" on page 28.

     After the liquidation date fixed for any distribution of debentures in
exchange for preferred securities:

     - those trust securities will no longer be deemed to be outstanding;

     - certificates representing debentures in a principal amount equal to the
       liquidation amount of those preferred securities will be issued in
       exchange for the preferred securities;

     - we will use our best efforts to list the debentures on the Nasdaq
       National Market or similar national exchange or automated quotation
       system;

     - any certificates representing trust securities that are not surrendered
       for exchange will be deemed to represent debentures with a principal
       amount equal to the liquidation amount of those preferred securities,
       accruing interest at the rate provided for in the debentures from the
       last distribution date on the preferred securities; and

     - all rights of the trust securityholders will terminate other than the
       right to receive debentures upon surrender of a certificate representing
       trust securities.

     We cannot assure you that the market prices for the preferred securities or
the debentures that may be distributed if a dissolution and liquidation of the
trust were to occur would be favorable. The preferred securities that an
investor may purchase, or the debentures that an investor may receive on
dissolution and liquidation of the trust, may trade at a discount to the price
that the investor paid to purchase the preferred securities.

     REDEMPTION UPON A TAX EVENT, INVESTMENT COMPANY EVENT OR CAPITAL TREATMENT
EVENT.  If a Tax Event, an Investment Company Event or a Capital Treatment Event
occurs, we will have the right to redeem the debentures in whole, but not in
part, and thereby cause a mandatory redemption of all of the trust securities at
the redemption price described above. If one of these events occurs and we do
not elect to redeem the debentures, or to dissolve the trust and cause the
debentures to be distributed to holders of the trust securities, then the
preferred securities will remain outstanding and additional interest may be
payable on the debentures.

     "Tax Event" means the receipt by the trust and us of an opinion of counsel
experienced in such matters stating that, as a result of any change or
prospective change in the laws or regulations of the United States or any
political subdivision or taxing authority of the United States, or as a result
of any official administrative pronouncement or judicial decision interpreting
or applying the tax laws or regulations, there is more than an insubstantial
risk that:

     - interest payable by us on the debentures is not, or within 90 days of the
       date of the opinion will not be, deductible by us, in whole or in part,
       for federal income tax purposes;

     - the trust is, or will be within 90 days after the date of the opinion,
       subject to federal income tax with respect to income received or accrued
       on the debentures; or

                                        25
<PAGE>

     - the trust is, or will be within 90 days after the date of opinion,
       subject to more than an immaterial amount of other taxes, duties,
       assessments or other governmental charges.

     "Investment Company Event" means the receipt by the trust and us of an
opinion of counsel experienced in such matters to the effect that the trust is
or will be considered an "investment company" that is required to be registered
under the Investment Company Act, as a result of a change in law or regulation
or a change in interpretation or application of law or regulation.

     "Capital Treatment Event" means the receipt by the trust and us of an
opinion of counsel experienced in such matters to the effect that there is more
than an insubstantial risk of impairment of our ability to treat the preferred
securities as Tier 1 capital for purposes of the current capital adequacy
guidelines of the Federal Reserve, as a result of any amendment to any laws or
any regulations.

     For all of the events described above, we or the trust must request and
receive an opinion with regard to the event within a reasonable period of time
after we become aware of the possible occurrence of an event of this kind.

     REDEMPTION OF DEBENTURES IN EXCHANGE FOR PREFERRED SECURITIES WE
PURCHASE.  Upon prior approval of the Federal Reserve, if required by law or
regulation, we will also have the right at any time, and from time to time, to
redeem debentures in exchange for any preferred securities we may have purchased
in the market. If we elect to surrender any preferred securities beneficially
owned by us in exchange for redemption of a like amount of debentures, we will
also surrender a proportionate amount of common securities in exchange for
debentures. Preferred securities owned by other holders will not be called for
redemption at any time when we elect to exchange trust securities we own for
debentures.

     The common securities we surrender will be in the same proportion to the
preferred securities we surrender as is the ratio of common securities purchased
by us to the preferred securities issued by the trust. In exchange for the trust
securities surrendered by us, the property trustee will cause to be released to
us for cancellation debentures with a principal amount equal to the liquidation
amount of the trust securities, plus any accumulated but unpaid distributions,
if any, then held by the property trustee allocable to those trust securities.
After the date of redemption involving an exchange by us, the trust securities
we surrender will no longer be deemed outstanding and the debentures redeemed in
exchange will be cancelled.

REDEMPTION PROCEDURES

     Preferred securities will be redeemed at the redemption price with the
applicable proceeds from our contemporaneous redemption of the debentures.
Redemptions of the preferred securities will be made, and the redemption price
will be payable, on each redemption date only to the extent that the trust has
funds available for the payment of the redemption price.

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the date of redemption to each holder of trust securities to be
redeemed at its registered address. Unless we default in payment of the
redemption price on the debentures, interest will cease to accumulate on the
debentures called for redemption on and after the date of redemption.

     If the trust gives notice of redemption of its trust securities, then the
property trustee, to the extent funds are available, will irrevocably deposit
with the depositary for the trust securities funds sufficient to pay the
aggregate redemption price and will give the depositary for the trust securities
irrevocable instructions and authority to pay the redemption price to the
holders of the trust securities. If the preferred securities are no longer in
book-entry only form, the property trustee, to the extent funds are available,
will deposit with the designated paying agent for such preferred securities
funds sufficient to pay the aggregate redemption price and will give the paying
agent irrevocable instructions and authority to pay the redemption price to the
holders upon surrender of their certificates evidencing the preferred
securities. Notwithstanding the foregoing, distributions payable on or prior to
the date of redemption for any trust securities called for redemption will be
payable to the holders of the trust securities on the relevant record dates for
the related distribution dates.

                                        26
<PAGE>

     If notice of redemption has been given and we have deposited funds as
required, then on the date of the deposit, all rights of the holders of the
trust securities called for redemption will cease, except the right to receive
the redemption price, but without interest on such redemption price after the
date of redemption. The trust securities will also cease to be outstanding on
the date of the deposit. If any date fixed for redemption of trust securities is
not a business day, then payment of the redemption price payable on that date
will be made on the next day that is a business day without any additional
interest or other payment in respect of the delay. However, if the next business
day is in the next succeeding calendar year, payment of the interest will be
made on the immediately preceding business day.

     If payment of the redemption price in respect of trust securities called
for redemption is improperly withheld or refused and not paid by the trust, or
by us pursuant to the guarantee, distributions on the trust securities will
continue to accumulate at the applicable rate from the date of redemption
originally established by the trust for the trust securities to the date the
redemption price is actually paid. In this case, the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
redemption price.

     Payment of the redemption price on the preferred securities and any
distribution of debentures to holders of preferred securities will be made to
the applicable recordholders as they appear on the register for the preferred
securities on the relevant record date. The record date will be the date 15 days
prior to the date of redemption and, with respect to a distribution of
debentures to holders of preferred securities, the record date will be set by
the property trustee, but may not be more than 45 days prior to the liquidation
date.

     If less than all of the trust securities are to be redeemed, then the
aggregate liquidation amount of the trust securities to be redeemed will be
allocated proportionately to those trust securities based upon the relative
liquidation amounts. The particular preferred securities to be redeemed will be
selected by the property trustee from the outstanding preferred securities not
previously called for redemption by a method the property trustee deems fair and
appropriate. This method may provide for the redemption of portions equal to $25
or an integral multiple of $25 of the liquidation amount of the preferred
securities. The property trustee will promptly notify the registrar for the
preferred securities in writing of the preferred securities selected for
redemption and, in the case of any preferred securities selected for partial
redemption, the liquidation amount to be redeemed. If the redemption relates to
preferred securities purchased by us and being exchanged for a like amount of
debentures, then the preferred securities we own will be the ones selected for
redemption.

     Subject to applicable law, and if we are not exercising our right to defer
interest payments on the debentures, we may, at any time, purchase outstanding
preferred securities.

SUBORDINATION OF COMMON SECURITIES

     Payment of distributions on, and the redemption price of, the preferred
securities and common securities will be made based on the liquidation amount of
these securities. However, if an event of default under the indenture has
occurred and is continuing, no distributions on or redemption of the common
securities may be made unless payment in full in cash of all accumulated and
unpaid distributions on all of the outstanding preferred securities for all
distribution periods terminating on or before that time, or in the case of
payment of the redemption price, payment of the full amount of the redemption
price on all of the outstanding preferred securities then called for redemption,
has been made or provided for. All funds available to the property trustee will
first be applied to the payment in full in cash of all distributions on, or the
redemption price of, the preferred securities then due and payable.

     In the case of the occurrence and continuance of any event of default under
the trust agreement resulting from an event of default under the indenture, we,
as holder of the common securities, will be deemed to have waived any right to
act with respect to that event of default under the trust agreement until the
effect of the event of default has been cured, waived or otherwise eliminated.
Until the event of default under the trust agreement has been so cured, waived
or otherwise eliminated, the property trustee will act solely on behalf of the
holders of the preferred securities and not on our behalf, and only the holders
of the preferred securities will have the right to direct the property trustee
to act on their behalf.

                                        27
<PAGE>

LIQUIDATION DISTRIBUTION UPON TERMINATION

     We will have the right at any time to dissolve, wind-up or terminate the
trust and cause debentures to be distributed to the holders of the preferred
securities. This right is subject, however, to us receiving approval of the
Federal Reserve, if required by law or regulation.

     In addition, the trust will automatically terminate upon expiration of its
term and will terminate earlier on the first to occur of:

     - our bankruptcy, dissolution or liquidation;

     - the distribution of a like amount of the debentures to the holders of
       trust securities, if we have given written direction to the property
       trustee to terminate the trust;

     - redemption of all of the preferred securities as described under
       "-- Redemption or Exchange -- Mandatory Redemption" on page 25; or

     - the entry of a court order for the dissolution of the trust.

     With the exception of a redemption as described under "-- Redemption or
Exchange -- Mandatory Redemption" on page 25, if an early termination of the
trust occurs, the trust will be liquidated by the administrative trustees as
expeditiously as they determine to be possible. After satisfaction of
liabilities to creditors of the trust as provided by applicable law, the
trustees will distribute to the holders of trust securities, debentures:

     - in an aggregate stated principal amount equal to the aggregate stated
       liquidation amount of the trust securities;

     - with an interest rate identical to the distribution rate on the trust
       securities; and

     - with accrued and unpaid interest equal to accumulated and unpaid
       distributions on the trust securities.

     However, if the property trustee determines that the distribution is not
practical, then the holders of trust securities will be entitled to receive,
instead of debentures, a proportionate amount of the liquidation distribution.
The liquidation distribution will be the amount equal to the aggregate of the
liquidation amount plus accumulated and unpaid distributions to the date of
payment. If the liquidation distribution can be paid only in part because the
trust has insufficient assets available to pay in full the aggregate liquidation
distribution, then the amounts payable directly by the trust on the trust
securities will be paid on a proportional basis, based on liquidation amounts,
to us, as the holder of the common securities, and to the holders of the
preferred securities. However, if an event of default under the indenture has
occurred and is continuing, the preferred securities will have a priority over
the common securities. See "-- Subordination of Common Securities" on page 27.

     Under current United States federal income tax law and interpretations and
assuming that the trust is treated as a grantor trust, as is expected, a
distribution of the debentures should not be a taxable event to holders of the
preferred securities. Should there be a change in law, a change in legal
interpretation, a Tax Event or another circumstance, however, the distribution
could be a taxable event to holders of the preferred securities. See "-- Receipt
of Debentures or Cash Upon Liquidation of the Trust" on page 51 for more
information regarding a taxable distribution.

     If we do not elect to redeem the debentures prior to maturity or to
liquidate the trust and distribute the debentures to holders of the preferred
securities, the preferred securities will remain outstanding until the repayment
of the debentures. If we elect to dissolve the trust and thus cause the
debentures to be distributed to holders of the trust securities in liquidation
of the trust, we will continue to have the right to shorten the maturity of the
debentures.

LIQUIDATION VALUE

     The amount of the liquidation distribution payable on the preferred
securities in the event of any liquidation of the trust is $25 per preferred
security plus accumulated and unpaid distributions to the date of
                                        28
<PAGE>

payment, which may be in the form of a distribution of debentures having a
liquidation value and accrued interest of an equal amount.

EVENTS OF DEFAULT; NOTICE

     Any one of the following events constitutes an event of default under the
trust agreement with respect to the preferred securities:

     - the occurrence of an event of default under the indenture;

     - a default by the trust in the payment of any distribution when it becomes
       due and payable, and continuation of the default for a period of 30 days;

     - a default by the trust in the payment of any redemption price of any of
       the trust securities when it becomes due and payable;

     - a default in the performance, or breach, in any material respect, of any
       covenant or warranty of the trustees in the trust agreement, other than
       those defaults covered in the previous two points, and continuation of
       the default or breach for a period of 60 days after there has been given,
       by registered or certified mail, to the trustee(s) by the holders of at
       least 25% in aggregate liquidation amount of the outstanding preferred
       securities, a written notice specifying the default or breach and
       requiring it to be remedied and stating that the notice is a "Notice of
       Default" under the trust agreement; or

     - the occurrence of events of bankruptcy or insolvency with respect to the
       property trustee and our failure to appoint a successor property trustee
       within 60 days.

     Within five business days after the occurrence of any event of default
actually known to the property trustee, the property trustee will transmit
notice of the event of default to the holders of the preferred securities, the
administrative trustees and to us, unless the event of default has been cured or
waived. The administrative trustees and we are required to file annually with
the property trustee a certificate as to whether or not they are in compliance
with all the conditions and covenants applicable to them under the trust
agreement.

     If an event of default under the indenture has occurred and is continuing,
the preferred securities will have preference over the common securities upon
termination of the trust. The existence of an event of default under the trust
agreement does not entitle the holders of preferred securities to accelerate the
maturity thereof, unless the event of default is caused by the occurrence of an
event of default under the indenture and both the indenture trustee and holders
of at least 25% in principal amount of the debentures fail to accelerate the
maturity thereof.

REMOVAL OF THE TRUSTEES

     Unless an event of default under the indenture has occurred and is
continuing, we may remove any trustee at any time. If an event of default under
the indenture has occurred and is continuing, only the holders of a majority in
liquidation amount of the outstanding preferred securities may remove the
property trustee or the Delaware trustee. The holders of the preferred
securities have no right to vote to appoint, remove or replace the
administrative trustees. These rights are vested exclusively with us as the
holder of the common securities. No resignation or removal of a trustee and no
appointment of a successor trustee will be effective until the successor trustee
accepts the appointment in accordance with the trust agreement.

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

     Unless an event of default under the indenture has occurred and is
continuing, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the trust property may
at the time be located, we will have the power to appoint at any time or times,
and upon written request of the property trustee will appoint, one or more
persons or entities either (1) to act as a co-trustee, jointly with the property
trustee, of all or any part of the trust property, or (2) to act as separate
trustee of any trust property. In either case these trustees will have the
powers that may be provided in the instrument of
                                        29
<PAGE>

appointment, and will have vested in them any property, title, right or power
deemed necessary or desirable, subject to the provisions of the trust agreement.
In case an event of default under the indenture has occurred and is continuing,
the property trustee alone will have power to make the appointment.

MERGER OR CONSOLIDATION OF TRUSTEES

     Generally, any person or successor to any of the trustees may be a
successor trustee to any of the trustees, including a successor resulting from a
merger or consolidation. However, any successor trustee must meet all of the
qualifications and eligibility standards to act as a trustee.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST

     The trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other person, except
as described below. For these purposes, if we consolidate or merge with another
entity, or transfer or sell substantially all of our assets to another entity,
in some cases that transaction may be considered to involve a replacement of the
trust, and the conditions set forth below would apply to such transaction. The
trust may, at our request, with the consent of the administrative trustees and
without the consent of the holders of the preferred securities, the property
trustee or the Delaware trustee, undertake a transaction listed above if the
following conditions are met:

     - the successor entity either (a) expressly assumes all of the obligations
       of the trust with respect to the preferred securities, or (b) substitutes
       for the preferred securities other securities having substantially the
       same terms as the preferred securities (referred to as "successor
       securities") so long as the successor securities rank the same in
       priority as the preferred securities with respect to distributions and
       payments upon liquidation, redemption and otherwise;

     - we appoint a trustee of the successor entity possessing substantially the
       same powers and duties as the property trustee in its capacity as the
       holder of the debentures;

     - the successor securities are listed or traded or will be listed or traded
       on any national securities exchange or other organization on which the
       preferred securities are then listed, if any;

     - the merger, consolidation, amalgamation, replacement, conveyance,
       transfer or lease does not adversely affect the rights, preferences and
       privileges of the holders of the preferred securities (including any
       successor securities) in any material respect;

     - the successor entity has a purpose substantially identical to that of the
       trust;

     - prior to the merger, conversion, consolidation, amalgamation,
       replacement, conveyance, transfer or lease, we have received an opinion
       from independent counsel that (a) any transaction of this kind does not
       adversely affect the rights, preferences and privileges of the holders of
       the preferred securities (including any successor securities) in any
       material respect, and (b) following the transaction, neither the trust
       nor the successor entity will be required to register as an "investment
       company" under the Investment Company Act; and

     - we own all of the common securities of the successor entity and guarantee
       the obligations of the successor entity under the successor securities at
       least to the extent provided by the guarantee, the debentures, the trust
       agreement and the expense agreement.

     Notwithstanding the foregoing, the trust may not, except with the consent
of every holder of the preferred securities, enter into any transaction of this
kind if the transaction would cause the trust or the successor entity not to be
classified as a grantor trust for federal income tax purposes.

VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENT

     Except as described below and under "-- Amendments" on page 44 and as
otherwise required by the Trust Indenture Act and the trust agreement, the
holders of the preferred securities will have no voting rights.

                                        30
<PAGE>

     The trust agreement may be amended from time to time by us and the
trustees, without the consent of the holders of the preferred securities, in the
following circumstances:

     - with respect to acceptance of appointment by a successor trustee;

     - to cure any ambiguity, correct or supplement any provisions in the trust
       agreement that may be inconsistent with any other provision, or to make
       any other provisions with respect to matters or questions arising under
       the trust agreement, as long as the amendment is not inconsistent with
       the other provisions of the trust agreement and does not have a material
       adverse effect on the interests of any holder of trust securities; or

     - to modify, eliminate or add to any provisions of the trust agreement if
       necessary to ensure that the trust will be classified for federal income
       tax purposes as a grantor trust at all times that any trust securities
       are outstanding or to ensure that the trust will not be required to
       register as an "investment company" under the Investment Company Act.

     With the consent of the holders of a majority of the aggregate liquidation
amount of the outstanding trust securities, we and the trustees may amend the
trust agreement if the trustees receive an opinion of counsel to the effect that
the amendment or the exercise of any power granted to the trustees in accordance
with the amendment will not affect the trust's status as a grantor trust for
federal income tax purposes or the trust's exemption from status as an
"investment company" under the Investment Company Act. However, without the
consent of each holder of trust securities, the trust agreement may not be
amended to (a) change the amount or timing of any distribution on the trust
securities or otherwise adversely affect the amount of any distribution required
to be made in respect of the trust securities as of a specified date, or (b)
restrict the right of a holder of trust securities to institute suit for the
enforcement of the payment on or after that date.

     As long as the property trustee holds any debentures, the trustees will
not, without obtaining the prior approval of the holders of a majority in
aggregate liquidation amount of all outstanding preferred securities:

     - direct the time, method and place of conducting any proceeding for any
       remedy available to the indenture trustee, or executing any trust or
       power conferred on the property trustee with respect to the debentures;

     - waive any past default that is waivable under the indenture;

     - exercise any right to rescind or annul a declaration that the principal
       of all the debentures will be due and payable; or

     - consent to any amendment, modification or termination of the indenture or
       the debentures, where the property trustee's consent is required.
       However, where a consent under the indenture requires the consent of each
       holder of the affected debentures, no consent will be given by the
       property trustee without the prior consent of each holder of the
       preferred securities.

     The trustees may not revoke any action previously authorized or approved by
a vote of the holders of the preferred securities except by subsequent vote of
the holders of the preferred securities. The property trustee will notify each
holder of preferred securities of any notice of default with respect to the
debentures. In addition to obtaining the foregoing approvals of the holders of
the preferred securities, prior to taking any of the foregoing actions, the
trustees must obtain an opinion of counsel experienced in these matters to the
effect that the trust will not be classified as an association taxable as a
corporation for federal income tax purposes on account of the action.

     Any required approval of holders of trust securities may be given at a
meeting or by written consent. The property trustee will cause a notice of any
meeting at which holders of the trust securities are entitled to vote, or of any
matter upon which action by written consent of the holders is to be taken, to be
given to each holder of record of trust securities.

     No vote or consent of the holders of preferred securities will be required
for the trust to redeem and cancel its preferred securities in accordance with
the trust agreement.

                                        31
<PAGE>

     Notwithstanding the fact that holders of preferred securities are entitled
to vote or consent under any of the circumstances described above, any of the
preferred securities that are owned by us, the trustees, any of our affiliates,
or any affiliate of any trustee, will, for purposes of the vote or consent, be
treated as if they were not outstanding.

GLOBAL PREFERRED SECURITIES

     The preferred securities will be represented by one or more global
preferred securities registered in the name of The Depository Trust Company, New
York, New York ("DTC"), or its nominee. A global preferred security is a
security representing interests of more than one beneficial holder. Ownership of
beneficial interests in the global preferred securities will be reflected in DTC
participant account records through DTC's book-entry transfer and registration
system. Participants are brokers, dealers, or others having accounts with DTC.
Indirect beneficial interests of other persons investing in the preferred
securities will be shown on, and transfers will be effected only through,
records maintained by DTC participants. Except as described below, preferred
securities in definitive form will not be issued in exchange for the global
preferred securities.

     No global preferred security may be exchanged for preferred securities
registered in the names of persons other than DTC or its nominee unless:

     - DTC notifies the indenture trustee that it is unwilling or unable to
       continue as a depositary for the global preferred security and we are
       unable to locate a qualified successor depositary;

     - we execute and deliver to the indenture trustee a written order stating
       that we elect to terminate the book-entry system through DTC; or

     - there shall have occurred and be continuing an event of default under the
       indenture.

     Any global preferred security that is exchangeable pursuant to the
preceding sentence will be exchangeable for definitive certificates registered
in the names as DTC directs. It is expected that the instructions will be based
upon directions received by DTC with respect to ownership of beneficial
interests in the global preferred security. If preferred securities are issued
in definitive form, the preferred securities will be in denominations of $25.00
and integral multiples of $25.00 and may be transferred or exchanged at the
offices described below.

     Unless and until it is exchanged in whole or in part for the individual
preferred securities represented thereby, a global preferred security may not be
transferred except as a whole by DTC to a nominee of DTC, by a nominee of DTC to
DTC or another nominee of DTC or by DTC or any nominee to a successor depositary
or any nominee of the successor.

     Payments on global preferred securities will be made to DTC, as the
depositary for the global preferred securities. If the preferred securities are
issued in definitive form, distributions will be payable by check mailed to the
address of record of the persons entitled to the distribution, and the transfer
of the preferred securities will be registrable, and preferred securities will
be exchangeable for preferred securities of other denominations of a like
aggregate liquidation amount, at the corporate office of the property trustee,
or at the offices of any paying agent or transfer agent appointed by the
administrative trustees. In addition, if the preferred securities are issued in
definitive form, the record dates for payment of distributions will be the 15th
day of the month in which the relevant distribution date occurs. For a
description of the terms of DTC arrangements relating to payments, transfers,
voting rights, redemptions and other notices and other matters, see "Book-Entry
Issuance" on page 48.

     Upon the issuance of one or more global preferred securities, and the
deposit of the global preferred security with or on behalf of DTC or its
nominee, DTC or its nominee will credit, on its book-entry registration and
transfer system, the respective aggregate liquidation amounts of the individual
preferred securities represented by the global preferred security to the
designated accounts of persons that participate in the DTC system. These
participant accounts will be designated by the dealers, underwriters or agents
selling the preferred securities. Ownership of beneficial interests in a global
preferred security will be limited to persons or entities having an account with
DTC or who may hold interests through participants. With respect to interests of
any person or entity that is a DTC participant, ownership of beneficial
interests in a global preferred security

                                        32
<PAGE>

will be shown on, and the transfer of that ownership will be effected only
through, records maintained by DTC or its nominee. With respect to persons or
entities who hold interests in a global preferred security through a
participant, the interest and any transfer of the interest will be shown only on
the participant's records. The laws of some states require that certain
purchasers of securities take physical delivery of securities in definitive
form. These laws may impair the ability to transfer beneficial interests in a
global preferred security.

     So long as DTC or another depositary, or its nominee, is the registered
owner of the global preferred security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the preferred
securities represented by the global preferred security for all purposes under
the trust agreement. Except as described in this prospectus, owners of
beneficial interests in a global preferred security will not be entitled to have
any of the individual preferred securities represented by the global preferred
security registered in their names, will not receive or be entitled to receive
physical delivery of any the preferred securities in definitive form and will
not be considered the owners or holders of the preferred securities under the
trust agreement.

     None of us, the property trustee, any paying agent or the securities
registrar for the preferred securities will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of the global preferred security representing the
preferred securities or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.

     We expect that DTC or its nominee, upon receipt of any payment of the
liquidation amount or distributions in respect of a global preferred security,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interest in the aggregate
liquidation amount of the global preferred security as shown on the records of
DTC or its nominee. We also expect that payments by participants to owners of
beneficial interests in the global preferred security held through the
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name." The payments will be the responsibility of
the participants.

PAYMENT AND PAYING AGENCY

     Payments in respect of the preferred securities will be made to DTC, which
will credit the relevant accounts of participants on the applicable distribution
dates, or, if any of the preferred securities are not held by DTC, the payments
will be made by check mailed to the address of the holder as listed on the
register of holders of the preferred securities. The paying agent for the
preferred securities will initially be the property trustee and any co-paying
agent chosen by the property trustee and acceptable to us and the administrative
trustees. The paying agent for the preferred securities may resign as paying
agent upon 30 days' written notice to the administrative trustees, the property
trustee and us. If the property trustee no longer is the paying agent for the
preferred securities, the administrative trustees will appoint a successor to
act as paying agent. The successor must be a bank or trust company acceptable to
us and the property trustee.

REGISTRAR AND TRANSFER AGENT

     The property trustee will act as the registrar and the transfer agent for
the preferred securities. Registration of transfers of preferred securities will
be effected without charge by or on behalf of the trust, but upon payment of any
tax or other governmental charges that may be imposed in connection with any
transfer or exchange. The trust and its registrar and transfer agent will not be
required to register or cause to be registered the transfer of preferred
securities after they have been called for redemption.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

     The property trustee undertakes to perform only the duties set forth in the
trust agreement. After the occurrence of an event of default that is continuing,
the property trustee must exercise the same degree of care and skill as a
prudent person exercises or uses in the conduct of its own affairs. The property
trustee is under no obligation to exercise any of the powers vested in it by the
trust agreement at the request of any holder of preferred securities unless it
is offered reasonable indemnity against the costs, expenses and liabilities that
                                        33
<PAGE>

might be incurred. If no event of default under the trust agreement has occurred
and is continuing and the property trustee is required to decide between
alternative causes of action, construe ambiguous or inconsistent provisions in
the trust agreement or is unsure of the application of any provision of the
trust agreement, and the matter is not one on which holders of preferred
securities are entitled to vote upon, then the property trustee will take the
action directed in writing by us. If the property trustee is not so directed,
then it will take the action it deems advisable and in the best interests of the
holders of the trust securities and will have no liability except for its own
bad faith, negligence or willful misconduct.

MISCELLANEOUS

     The administrative trustees are authorized and directed to conduct the
affairs of and to operate the trust in such a way that:

     - the trust will not be deemed to be an "investment company" required to be
       registered under Investment Company Act;

     - the trust will not be classified as an association taxable as a
       corporation for federal income tax purposes; and

     - the debentures will be treated as our indebtedness for federal income tax
       purposes.

     In this regard, we and the administrative trustees are authorized to take
any action not inconsistent with applicable law, the certificate of trust or the
trust agreement, that we and the administrative trustees determine to be
necessary or desirable for these purposes.

     We are required to use our best efforts to maintain the listing of the
preferred securities on the Nasdaq National Market or a similar national
securities exchange or automated quotation system, but this requirement will not
prevent us from redeeming all or a portion of the preferred securities in
accordance with the trust agreement.

     Holders of the preferred securities have no preemptive or similar rights.
The trust agreement and the trust securities will be governed by Delaware law.

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<PAGE>

                         DESCRIPTION OF THE DEBENTURES

     Concurrently with the issuance of the preferred securities, the trust will
invest the proceeds from the sale of the trust securities in the debentures
issued by us. The debentures will be issued as unsecured debt under the
indenture between us and U.S. Bank National Association, as indenture trustee.
The indenture will be qualified under the Trust Indenture Act.

     The following discussion contains a description of the material provisions
of the indenture and is subject to, and is qualified in its entirety by
reference to, the indenture and to the Trust Indenture Act. We urge prospective
investors to read the form of the indenture, which is filed as an exhibit to the
registration statement of which this prospectus forms a part.

GENERAL

     The debentures will be limited in aggregate principal amount to
$45,360,825, or $52,164,950 if the underwriters' over-allotment option is
exercised in full. This amount represents the sum of the aggregate stated
liquidation amounts of the trust securities. The debentures will bear interest
at the annual rate of   % of the principal amount. The interest will be payable
quarterly on March 31, June 30, September 30 and December 31 of each year,
beginning June 30, 2003, to the person in whose name each debenture is
registered at the close of business on the 15th day of the last month of the
calendar quarter. It is anticipated that, until the liquidation, if any, of the
trust, the debentures will be held in the name of the property trustee in trust
for the benefit of the holders of the trust securities.

     The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. If any date on which interest is
payable on the debentures is not a business day, then payment of interest will
be made on the next day that is a business day without any additional interest
or other payment in respect of the delay. However, if the next business day is
in the next calendar year, payment of interest will be made on the immediately
preceding business day. Accrued interest that is not paid on the applicable
interest payment date will bear additional interest on the amount due at the
annual rate of   %, compounded quarterly.

     The debentures will mature on March 31, 2033, the stated maturity date. We
may shorten this date once at any time to any date not earlier than March 31,
2008, subject to the prior approval of the Federal Reserve, if required by law
or regulation.

     We will give notice to the indenture trustee and the holders of the
debentures, no more than 180 days and no less than 35 days prior to the
effectiveness of any change in the stated maturity date. We will not have the
right to redeem the debentures from the trust until after March 31, 2008, except
if (a) a Tax Event, an Investment Company Event or a Capital Treatment Event,
which terms are defined on pages 25 and 26, has occurred, or (b) we repurchase
preferred securities in the market, in which case we can elect to redeem
debentures specifically in exchange for a like amount of preferred securities
owned by us plus a proportionate amount of common securities.

     The debentures will be unsecured and will rank junior to all of our senior
and subordinated debt, including indebtedness we may incur in the future.
Because we are a holding company, our right to participate in any distribution
of assets of any of our subsidiaries, upon any subsidiary's liquidation or
reorganization or otherwise, and thus the ability of holders of the debentures
to benefit indirectly from any distribution by a subsidiary, is subject to the
prior claim of creditors of the subsidiary, except to the extent that we may be
recognized as a creditor of the subsidiary. The debentures will, therefore, be
effectively subordinated to all existing and future liabilities of our
subsidiaries, and holders of debentures should look only to our assets for
payment. The indenture does not limit our ability to incur or issue secured or
unsecured senior and junior debt. See "-- Subordination" on page 38, and
"-- Miscellaneous" on page 42.

     The indenture does not contain provisions that afford holders of the
debentures protection in the event of a highly leveraged transaction or other
similar transaction involving us, nor does it require us to maintain or achieve
any financial performance levels or to obtain or maintain any credit rating on
the debentures.

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<PAGE>

OPTION TO EXTEND INTEREST PAYMENT PERIOD

     As long as no event of default under the indenture has occurred and is
continuing, we have the right under the indenture to defer the payment of
interest on the debentures at any time for a period not exceeding 20 consecutive
quarters. However, no extension period may extend beyond the stated maturity of
the debentures or end on a date other than a date interest is normally due. At
the end of an extension period, we must pay all interest then accrued and
unpaid, together with interest thereon at the annual rate of   %, compounded
quarterly. During an extension period, interest will continue to accrue and
holders of debentures, or the holders of preferred securities if they are then
outstanding, will be required to accrue and recognize as income for federal
income tax purposes the accrued but unpaid interest amounts in the year in which
such amounts accrued. See "-- Interest Payment Period and Original Issue
Discount" on page 51.

     During an extension period, we may not:

     - declare or pay any dividends or distributions on, or redeem, purchase,
       acquire or make a liquidation payment with respect to, any of our capital
       stock (other than stock dividends, non-cash dividends in connection with
       the implementation of a shareholder rights plan, purchases of common
       stock in connection with employee benefit plans or in connection with the
       reclassification of any class of our capital stock into another class of
       capital stock);

     - make any payment of principal, interest or premium on, or repay,
       repurchase or redeem any debt securities issued by us that rank equally
       with or junior to the debentures;

     - make any guarantee payments with respect to any other guarantee by us of
       any other debt securities of any of our subsidiaries if the guarantee
       ranks equally with or junior to the debentures (other than payments under
       the guarantee relating to the preferred securities); or

     - redeem, purchase or acquire less than all of the debentures or any of the
       preferred securities.

     Prior to the termination of any extension period, so long as no event of
default under the indenture is continuing, we may further defer the payment of
interest subject to the above stated requirements. Upon the termination of any
extension period and the payment of all amounts then due, we may elect to begin
a new extension period at any time. We do not currently intend to exercise our
right to defer payments of interest on the debentures.

     We must give the property trustee, the administrative trustees and the
indenture trustee notice of our election of an extension period at least two
business days prior to the regular record date immediately preceding the next
date on which distributions on the trust securities would have been payable
except for the election to begin an extension period. If the property trustee is
not the only registered holder of the debentures, then notice must also be given
to the holders of the debentures.

     Other than as described above, there is no limitation on the number of
times that we may elect to begin an extension period.

ADDITIONAL SUMS TO BE PAID AS A RESULT OF ADDITIONAL TAXES

     If the trust or the property trustee is required to pay any additional
taxes, duties, assessments or other governmental charges as a result of the
occurrence of a Tax Event, we will pay as additional interest on the debentures
any amounts which may be required so that the net amounts received and retained
by the trust after paying any additional taxes, duties, assessments or other
governmental charges will not be less than the amounts the trust would have
received had the additional taxes, duties, assessments or other governmental
charges not been imposed.

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<PAGE>

REDEMPTION

     Subject to prior approval of the Federal Reserve, if required, we may
redeem the debentures prior to maturity:

     - on or after March 31, 2008, in whole at any time or in part from time to
       time; or

     - in whole at any time within 180 days following the occurrence of a Tax
       Event, an Investment Company Event or a Capital Treatment Event; or

     - at any time, and from time to time, in an amount not to exceed the
       liquidation amount of any preferred securities we own, plus the
       liquidation amount of a proportionate amount of the common securities we
       hold.

     In each case we will pay a redemption price equal to the accrued and unpaid
interest on the debentures so redeemed to the date fixed for redemption, plus
100% of the principal amount of the redeemed debentures. We may not partially
redeem the debentures if it would result in the delisting of the preferred
securities on the Nasdaq National Market.

     Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of debentures to be redeemed
at its registered address. Redemption of less than all outstanding debentures
must be effected proportionately, by lot or in any other manner deemed to be
fair and appropriate by the indenture trustee. Unless we default in payment of
the redemption price for the debentures, on and after the redemption date,
interest will no longer accrue on the debentures or the portions of the
debentures called for redemption.

     The debentures will not be subject to any sinking fund.

DISTRIBUTION UPON LIQUIDATION

     As described under "-- Liquidation Distribution Upon Termination" on page
28, under certain circumstances and with the Federal Reserve's approval, if
required by law or regulation, debentures may be distributed to the holders of
the trust securities in liquidation of the trust after satisfaction of
liabilities to creditors of the trust. If this occurs, we will use our best
efforts to list the debentures on the Nasdaq National Market or other national
stock exchange or automated quotation system on which the preferred securities
are then listed, if any. There can be no assurance as to the market price of any
debentures that may be distributed to the holders of preferred securities.

RESTRICTIONS ON PAYMENTS

     We are restricted from making certain payments (as described below) if we
have chosen to defer payment of interest on the debentures, if an event of
default has occurred and is continuing under the indenture, or if we are in
default with respect to our obligations under the guarantee.

     If any of these events occur, we will not:

     - declare or pay any dividends or distributions on, or redeem, purchase,
       acquire, or make a liquidation payment with respect to, any of our
       capital stock (other than stock dividends, non-cash dividends in
       connection with the implementation of a shareholder rights plan,
       purchases of common stock in connection with employee benefit plans or in
       connection with the reclassification of any class of our capital stock
       into another class of capital stock);

     - make any payment of principal, interest or premium on, or repay or
       repurchase or redeem any of our debt securities that rank equally with or
       junior to the debentures;

     - make any guarantee payments with respect to any guarantee by us of the
       debt securities of any of our subsidiaries if the guarantee ranks equally
       with or junior to the debentures (other than payments under the guarantee
       relating to the preferred securities); or

     - redeem, purchase or acquire less than all of the debentures or any of the
       preferred securities.
                                        37
<PAGE>

SUBORDINATION

     The debentures are subordinated and junior in right of payment to all of
our senior and subordinated debt, as defined below. Upon any payment or
distribution of assets to creditors upon our liquidation, dissolution, winding
up or reorganization, whether voluntary or involuntary in bankruptcy,
insolvency, receivership or other proceedings in connection with any insolvency
or bankruptcy proceedings, the holders of our senior and subordinated debt will
first be entitled to receive payment in full of principal and interest before
the holders of debentures will be entitled to receive or retain any payment in
respect of the debentures.

     If the maturity of any debentures is accelerated, the holders of all of our
senior and subordinated debt outstanding at the time of the acceleration will
also be entitled to first receive payment in full of all amounts due to them,
including any amounts due upon acceleration, before the holders of the
debentures will be entitled to receive or retain any principal or interest
payments on the debentures.

     No payments of principal or interest on the debentures may be made if there
has occurred and is continuing a default in any payment with respect to any of
our senior or subordinated debt or an event of default with respect to any of
our senior or subordinated debt resulting in the acceleration of the maturity of
the senior or subordinated debt, or if any judicial proceeding is pending with
respect to any default.

     The term "debt" means, with respect to any person, whether recourse is to
all or a portion of the assets of the person and whether or not contingent:

     - every obligation of the person for money borrowed;

     - every obligation of the person evidenced by bonds, debentures, notes or
       other similar instruments, including obligations incurred in connection
       with the acquisition of property, assets or businesses;

     - every reimbursement obligation of the person with respect to letters of
       credit, bankers' acceptances or similar facilities issued for the account
       of the person;

     - every obligation of the person issued or assumed as the deferred purchase
       price of property or services, excluding trade accounts payable or
       accrued liabilities arising in the ordinary course of business;

     - every capital lease obligation of the person; and

     - every obligation of the type referred to in the first five points of
       another person and all dividends of another person the payment of which,
       in either case, the first person has guaranteed or is responsible or
       liable, directly or indirectly, as obligor or otherwise.

     The term "senior debt" means the principal of, and premium and interest,
including interest accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to us, on, debt, whether incurred on or prior to
the date of the indenture or incurred after the date. However, senior debt will
not be deemed to include:

     - any debt where it is provided in the instrument creating the debt that
       the obligations are not superior in right of payment to the debentures or
       to other debt which is equal with, or subordinated to, the debentures,
       including our 9.25% Subordinated Debentures of IBC Capital Finance due
       2026.

     - any of our debt that when incurred and without regard to any election
       under the federal bankruptcy laws, was without recourse to us;

     - any debt of ours to any of our subsidiaries;

     - any debt to any of our employees;

     - any debt that by its terms is subordinated to trade accounts payable or
       accrued liabilities arising in the ordinary course of business to the
       extent that payments made to the holders of the debt by the holders of
       the debentures as a result of the subordination provisions of the
       indenture would be greater than they otherwise would have been as a
       result of any obligation of the holders to pay amounts over to the

                                        38
<PAGE>

obligees on the trade accounts payable or accrued liabilities arising in the
ordinary course of business as a result of subordination provisions to which the
debt is subject; and

     - debt which constitutes subordinated debt.

     The term "subordinated debt" means the principal of, and premium and
interest, including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to us, on, debt. Except as described
below, subordinated debt includes debt incurred on or prior to the date of the
indenture or thereafter incurred, which is by its terms expressly provided to be
junior and subordinate to other debt of ours. Subordinated debt will not be
deemed to include:

     - any of our debt which when incurred and without regard to any election
       under the federal bankruptcy laws was without recourse to us;

     - any debt of ours to any of our subsidiaries;

     - any debt to any of our employees;

     - any debt which by its terms is subordinated to trade accounts payable or
       accrued liabilities arising in the ordinary course of business to the
       extent that payments made to the holders of the debt by the holders of
       the debentures as a result of the subordination provisions of the
       indenture would be greater than they otherwise would have been as a
       result of any obligation of the holders to pay amounts over to the
       obligees on the trade accounts payable or accrued liabilities arising in
       the ordinary course of business as a result of subordination provisions
       to which the debt is subject;

     - debt which constitutes senior debt;

     - any debt of ours under debt securities (and guarantees in respect of
       these debt securities) initially issued to any trust, or a trustee of a
       trust, partnership or other entity affiliated with us that is, directly
       or indirectly, our financing subsidiary in connection with the issuance
       by that entity of preferred securities or other securities which are
       intended to qualify for "Tier 1" capital treatment, such as the
       approximately $17.25 million of 9.25% Subordinated Debentures due 2026
       that we issued to IBC Capital Finance.

     We expect from time to time to incur additional indebtedness, and there is
no limitation under the indenture on the amount of indebtedness we may incur. At
December 31, 2002, we had debt that ranks senior to the debentures totaling
$12.6 million in outstanding principal amount.

PAYMENT AND PAYING AGENT

     Generally, payment of principal of and interest on the debentures will be
made at the office of the indenture trustee in Boston, Massachusetts. However,
we have the option to make payment of any interest by (a) check mailed to the
address of the person entitled to payment at the address listed in the register
of holders of the debentures, or (b) wire transfer to an account maintained by
the person entitled thereto as specified in the register of holders of the
debentures, provided that proper transfer instructions have been received by the
applicable record date. Payment of any interest on debentures will be made to
the person in whose name the debenture is registered at the close of business on
the regular record date for the interest payment, except in the case of
defaulted interest.

     Any moneys deposited with the indenture trustee or any paying agent for the
debentures, or then held by us in trust, for the payment of the principal of or
interest on the debentures and remaining unclaimed for two years after the
principal or interest has become due and payable, will be repaid to us on
September 30 of each year. If we hold any of this money in trust, then it will
be discharged from the trust to us and the holder of the debenture will
thereafter look, as a general unsecured creditor, only to us for payment.

REGISTRAR AND TRANSFER AGENT

     The indenture trustee will act as the registrar and the transfer agent for
the debentures. Debentures may be presented for registration of transfer, with
the form of transfer endorsed thereon, or a satisfactory written
                                        39
<PAGE>

instrument of transfer, duly executed, at the office of the registrar. Provided
that we maintain a transfer agent in Boston, Massachusetts, we may rescind the
designation of any transfer agent or approve a change in the location through
which any transfer agent acts. We may at any time designate additional transfer
agents with respect to the debentures.

     If we redeem any of the debentures, neither we nor the indenture trustee
will be required to (a) issue, register the transfer of or exchange any
debentures during a period beginning at the opening of business 15 days before
the day of the mailing of and ending at the close of business on the day of the
mailing of the relevant notice of redemption, or (b) transfer or exchange any
debentures so selected for redemption, except, in the case of any debentures
being redeemed in part, any portion not to be redeemed.

MODIFICATION OF INDENTURE

     We and the indenture trustee may, from time to time without the consent of
the holders of the debentures, amend, waive our rights under or supplement the
indenture for purposes which do not materially adversely affect the rights of
the holders of the debentures. Other changes may be made by us and the indenture
trustee with the consent of the holders of a majority in principal amount of the
outstanding debentures. However, without the consent of the holder of each
outstanding debenture affected by the proposed modification, no modification
may:

     - extend the maturity date of the debentures;

     - reduce the principal amount or the rate or extend the time of payment of
       interest; or

     - reduce the percentage of principal amount of debentures required to amend
       the indenture.

     As long as any of the preferred securities remain outstanding, no
modification of the indenture may be made that requires the consent of the
holders of the debentures, no termination of the indenture may occur, and no
waiver of any event of default under the indenture may be effective, without the
prior consent of the holders of a majority of the aggregate liquidation amount
of the preferred securities.

DEBENTURE EVENTS OF DEFAULT

     The indenture provides that any one or more of the following events with
respect to the debentures that has occurred and is continuing constitutes an
event of default under the indenture:

     - our failure to pay any interest on the debentures for 30 days after the
       due date, except where we have properly deferred the interest payment;

     - our failure to pay any principal on the debentures when due whether at
       maturity, upon redemption or otherwise;

     - our failure to observe or perform in any material respect any other
       covenants or agreements contained in the indenture for 90 days after
       written notice to us from the indenture trustee or the holders of at
       least 25% in aggregate outstanding principal amount of the debentures; or

     - our bankruptcy, insolvency or reorganization or dissolution of the trust
       other than in connection with a distribution of the debentures in
       connection with such dissolution, redemption of the trust securities or
       certain transactions permitted under the trust agreement.

     The holders of a majority of the aggregate outstanding principal amount of
the debentures have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the indenture trustee. The indenture
trustee, or the holders of at least 25% in aggregate outstanding principal
amount of the debentures, may declare the principal due and payable immediately
upon an event of default under the indenture. The holders of a majority of the
outstanding principal amount of the debentures may rescind and annul the
declaration if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal due otherwise than by
acceleration has been deposited with the indenture trustee and any and all
events of default have been remedied or waived by the holders of a majority of
the outstanding

                                        40
<PAGE>

principal amount of the debentures. The holders may not annul the declaration
and waive a default if the default is the non-payment of the principal of the
debentures which has become due solely by the acceleration.

     So long as the property trustee is the holder of the debentures, an event
of default under the indenture has occurred and is continuing, the property
trustee will have the right to declare the principal of and the interest on the
debentures, and any other amounts payable under the indenture, to be immediately
due and payable and to enforce its other rights as a creditor with respect to
the debentures.

     We are required to file annually with the indenture trustee a certificate
as to whether or not we are in compliance with all of the conditions and
covenants applicable to us under the indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF THE PREFERRED SECURITIES

     If an event of default under the indenture has occurred and is continuing
and the event is attributable to the failure by us to pay interest on or
principal of the debentures on the date on which the payment is due and payable,
then a holder of preferred securities may institute a direct action against us
to compel us to make the payment. We may not amend the indenture to remove the
foregoing right to bring a direct action without the prior written consent of
all of the holders of the preferred securities. If the right to bring a direct
action is removed, the trust may become subject to the reporting obligations
under the Securities Exchange Act of 1934.

     The holders of the preferred securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraph,
available to the holders of the debentures unless there has been an event of
default under the trust agreement.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

     We may not consolidate with or merge into any other entity or convey or
transfer our properties and assets substantially as an entirety to any entity,
and no entity may be consolidated with or merged into us or sell, convey,
transfer or otherwise dispose of its properties and assets substantially as an
entirety to us, unless:

     - we consolidate with or merge into another person or convey or transfer
       our properties and assets substantially as an entirety to any person, the
       successor person is organized under the laws of the United States or any
       state or the District of Columbia, and the successor person expressly
       assumes by supplemental indenture our obligations on the debentures, and
       the ultimate parent entity of the successor entity expressly assumes our
       obligations under the guarantee, to the extent the preferred securities
       are then outstanding;

     - immediately after the transaction, no event of default under the
       indenture, and no event which, after notice or lapse of time, or both,
       would become an event of default under the indenture, has occurred and is
       continuing; and

     - other conditions as prescribed in the indenture are met.

     Under certain circumstances, if we consolidate or merge with another
entity, or transfer or sell substantially all of our assets to another entity,
such transaction may be considered to involve a replacement of the trust, and
the provisions of the trust agreement relating to a replacement of the trust
would apply to such transaction. See "-- Mergers, Consolidations, Amalgamations
or Replacements of the Trust" on page 30.

SATISFACTION AND DISCHARGE

     The indenture will cease to be of further effect and we will be deemed to
have satisfied and discharged our obligations under the indenture when all
debentures not previously delivered to the indenture trustee for cancellation:

     - have become due and payable; and

     - will become due and payable at their stated maturity within one year or
       are to be called for redemption within one year, and we deposit or cause
       to be deposited with the indenture trustee funds, in trust, for
                                        41
<PAGE>

       the purpose and in an amount sufficient to pay and discharge the entire
       indebtedness on the debentures not previously delivered to the indenture
       trustee for cancellation, for the principal and interest due to the date
       of the deposit or to the stated maturity or redemption date, as the case
       may be.

     We may still be required to provide officers' certificates, opinions of
counsel and pay fees and expenses due after these events occur.

GOVERNING LAW

     The indenture and the debentures will be governed by and construed in
accordance with Michigan law.

INFORMATION CONCERNING THE INDENTURE TRUSTEE

     The indenture trustee is subject to all the duties and responsibilities
specified with respect to an indenture trustee under the Trust Indenture Act.
Subject to these provisions, the indenture trustee is under no obligation to
exercise any of the powers vested in it by the indenture at the request of any
holder of debentures, unless offered reasonable security or indemnity by the
holder against the costs, expenses and liabilities which might be incurred. The
indenture trustee is not required to expend or risk its own funds or otherwise
incur personal financial liability in the performance of its duties if the
indenture trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.

MISCELLANEOUS

     We have agreed, pursuant to the indenture, for so long as preferred
securities remain outstanding:

     - to maintain directly or indirectly 100% ownership of the common
       securities of the trust, except that certain successors that are
       permitted pursuant to the indenture may succeed to our ownership of the
       common securities;

     - not to voluntarily terminate, wind up or liquidate the trust without
       prior approval of the Federal Reserve, if required by law or regulation;

     - to use our reasonable efforts to cause the trust (a) to remain a Delaware
       statutory trust (and to avoid involuntary termination, winding up or
       liquidation), except in connection with a distribution of debentures, the
       redemption of all of the trust securities of the trust or mergers,
       consolidations or amalgamations, each as permitted by the trust
       agreement; and (b) to otherwise continue not to be treated as an
       association taxable as a corporation or partnership for federal income
       tax purposes;

     - to use our reasonable efforts to cause each holder of trust securities to
       be treated as owning an individual beneficial interest in the debentures;
       and

     - to use our best efforts to maintain the eligibility of the preferred
       securities for quotation or listing on the Nasdaq National Market or
       other national securities exchange or national quotation system on which
       the preferred securities are then quoted or listed, and to use our best
       efforts to keep the preferred securities so quoted or listed.

     We have also agreed pursuant to the indenture:

     - to fulfill all reporting and filing obligations under the Exchange Act
       for so long as the debentures remain outstanding;

     - not to issue or incur, directly or indirectly, any additional
       indebtedness in connection with the issuance of additional trust
       preferred securities or similar securities that are senior in right of
       payment to the debentures; and

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<PAGE>

     - not to issue or incur, directly or indirectly, any additional
       indebtedness related to the issuance of additional trust preferred
       securities or similar securities that rank equal in right of payment with
       the debentures unless:

      the pro forma sum of all outstanding debt issued by us or any of our
      affiliates in connection with any trust preferred securities issued by any
      of our or our affiliates' finance subsidiaries, including the debentures,
      and the maximum liquidation amount of the additional trust preferred or
      similar securities that we or our finance subsidiary is then proposing to
      offer, plus our total long-term debt (excluding any long-term debt which,
      by its terms, is expressly stated to be junior and subordinate to the
      debenture),

         is less than 60% of

      the sum of our common and preferred shareholders' equity, plus any
      long-term debt which, by its terms, is expressly stated to be junior and
      subordinate to the debentures, in each case on a consolidated basis.

                          DESCRIPTION OF THE GUARANTEE

     The preferred securities guarantee agreement will be executed and delivered
by us concurrently with the issuance of the preferred securities for the benefit
of the holders of the preferred securities. The guarantee agreement will be
qualified as an indenture under the Trust Indenture Act. U.S. Bank National
Association, the guarantee trustee, will act as trustee for purposes of
complying with the provisions of the Trust Indenture Act, and will also hold
each guarantee for the benefit of the holders of the preferred securities. The
following discussion contains a description of the material provisions of the
guarantee and is qualified in its entirety by reference to the guarantee
agreement and the Trust Indenture Act. Prospective investors are urged to read
the form of the guarantee agreement, which has been filed as an exhibit to the
registration statement of which this prospectus forms a part.

GENERAL

     We agree to pay in full on a subordinated basis, to the extent described in
the guarantee agreement, the guarantee payments (as defined below) to the
holders of the preferred securities as and when due, regardless of any defense,
right of set-off or counterclaim that the trust may have or assert other than
the defense of payment.

     The following payments with respect to the preferred securities are called
the "guarantee payments" and, to the extent not paid or made by the trust and to
the extent that the trust has funds available for those distributions, will be
subject to the guarantee:

     - any accrued and unpaid distributions required to be paid on the preferred
       securities;

     - with respect to any preferred securities called for redemption, the
       redemption price; and

     - upon a voluntary or involuntary dissolution, winding up or termination of
       the trust (other than in connection with the distribution of debentures
       to the holders of preferred securities in exchange for preferred
       securities), the lesser of:

         (a) the amount of the liquidation distribution; and

         (b) the amount of assets of the trust remaining available for
      distribution to holders of preferred securities in liquidation of the
      trust.

     We may satisfy our obligations to make a guarantee payment by making a
direct payment of the required amounts to the holders of the preferred
securities or by causing the trust to pay the amounts to the holders.

     The guarantee agreement is a guarantee, on a subordinated basis, of the
guarantee payments, but the guarantee only applies to the extent the trust has
funds available for those distributions. If we do not make

                                        43
<PAGE>

interest payments on the debentures purchased by the trust, the trust will not
have funds available to make the distributions and will not pay distributions on
the preferred securities.

STATUS OF THE GUARANTEE

     The guarantee constitutes our unsecured obligation that ranks subordinate
and junior in right of payment to all of our senior and subordinated debt in the
same manner as the debentures. We expect to incur additional indebtedness in the
future, although we have no specific plans in this regard presently, and neither
of the indenture nor the trust agreement limits the amounts of the obligations
that we may incur.

     The guarantee constitutes a guarantee of payment and not of collection. If
we fail to make guarantee payments when required, holders of preferred
securities may institute a legal proceeding directly against us to enforce their
rights under the guarantee without first instituting a legal proceeding against
any other person or entity.

     The guarantee will not be discharged except by payment of the guarantee
payments in full to the extent not paid by the trust or upon distribution of the
debentures to the holders of the preferred securities. Because we are a bank
holding company, our right to participate in any distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization or otherwise is
subject to the prior claims of creditors of that subsidiary, except to the
extent we may be recognized as a creditor of that subsidiary. Our obligations
under the guarantee, therefore, will be effectively subordinated to all existing
and future liabilities of our subsidiaries, and claimants should look only to
our assets for payments under the guarantee.

AMENDMENTS

     Except with respect to any changes that do not materially adversely affect
the rights of holders of the preferred securities, in which case no vote will be
required, the guarantee may not be amended without the prior approval of the
holders of a majority of the aggregate liquidation amount of the outstanding
preferred securities.

EVENTS OF DEFAULT; REMEDIES

     An event of default under the guarantee agreement will occur upon our
failure to make any required guarantee payments or to perform any other
obligations under the guarantee. If the guarantee trustee has actual knowledge
that an event of default has occurred and is continuing, the guarantee trustee
must enforce the guarantee for the benefit of the holders of the preferred
securities. The holders of a majority in aggregate liquidation amount of the
preferred securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee in
respect of the guarantee and may direct the exercise of any power conferred upon
the guarantee trustee under the guarantee agreement.

     Any holder of preferred securities may institute and prosecute a legal
proceeding directly against us to enforce its rights under the guarantee without
first instituting a legal proceeding against the trust, the guarantee trustee or
any other person or entity.

     We are required to provide to the guarantee trustee annually a certificate
as to whether or not we are in compliance with all of the conditions and
covenants applicable to us under the guarantee agreement.

TERMINATION OF THE GUARANTEE

     The guarantee will terminate and be of no further force and effect upon:

     - full payment of the redemption price of the preferred securities;

     - full payment of the amounts payable upon liquidation of the trust; or

     - distribution of the debentures to the holders of the preferred
       securities.

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<PAGE>

     If at any time any holder of the preferred securities must restore payment
of any sums paid under the preferred securities or the guarantee, the guarantee
will continue to be effective or will be reinstated with respect to such
amounts.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

     The guarantee trustee, other than during the occurrence and continuance of
our default in performance of the guarantee, undertakes to perform only those
duties as are specifically set forth in the guarantee. When an event of default
has occurred and is continuing, the guarantee trustee must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to those provisions, the guarantee
trustee is under no obligation to exercise any of the powers vested in it by the
guarantee at the request of any holder of any preferred securities, unless it is
offered reasonable security and indemnity against the costs, expenses and
liabilities that might be incurred thereby; but this does not relieve the
guarantee trustee of its obligation to exercise the rights and powers under the
guarantee in the event of a default.

EXPENSE AGREEMENT

     We will, pursuant to the separate agreement as to expenses and liabilities
entered into by us and the trust under the trust agreement, irrevocably and
unconditionally guarantee to each person or entity to whom the trust becomes
indebted or liable, the full payment of any costs, expenses or liabilities of
the trust, other than obligations of the trust to pay to the holders of the
preferred securities or other similar interests in the trust of the amounts due
to the holders pursuant to the terms of the preferred securities or other
similar interests, as the case may be. Third party creditors of the trust may
proceed directly against us under the expense agreement, regardless of whether
they had notice of the expense agreement.

GOVERNING LAW

     The guarantee will be governed by Michigan law.

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<PAGE>

                RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE
                          DEBENTURES AND THE GUARANTEE

FULL AND UNCONDITIONAL GUARANTEE

     We irrevocably guarantee, as and to the extent described in this
prospectus, payments of distributions and other amounts due on the preferred
securities, to the extent the trust has funds available for the payment of these
amounts. We and the trust believe that, taken together, our obligations under
the debentures, the indenture, the trust agreement, the expense agreement and
the guarantee agreement provide, in the aggregate, a full, irrevocable and
unconditional guarantee, on a subordinated basis, of payment of distributions
and other amounts due on the preferred securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes a guarantee. It is only the combined operation of these documents
that has the effect of providing a full, irrevocable and unconditional guarantee
of the obligations of the trust under the preferred securities.

     If and to the extent that we do not make payments on the debentures, the
trust will not pay distributions or other amounts due on the preferred
securities. The guarantee does not cover payment of distributions when the trust
does not have sufficient funds to pay the distributions. In this event, the
remedy of a holder of preferred securities is to institute a legal proceeding
directly against us for enforcement of payment of the distributions to the
holder. Our obligations under the guarantee are subordinated and junior in right
of payment to all of our other indebtedness.

SUFFICIENCY OF PAYMENTS

     As long as payments of interest and other payments are made when due on the
debentures, these payments will be sufficient to cover distributions and other
payments due on the preferred securities, primarily because:

     - the aggregate principal amount of the debentures will be equal to the sum
       of the aggregate stated liquidation amount of the trust securities;

     - the interest rate and interest and other payment dates on the debentures
       will match the distribution rate and distribution and other payment dates
       for the preferred securities;

     - we will pay for any and all costs, expenses and liabilities of the trust,
       except the obligations of the trust to pay to holders of the preferred
       securities the amounts due to the holders pursuant to the terms of the
       preferred securities; and

     - the trust will not engage in any activity that is not consistent with the
       limited purposes of the trust.

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

     A holder of any preferred security may institute a legal proceeding
directly against us to enforce its rights under the guarantee without first
instituting a legal proceeding against the guarantee trustee, the trust or any
other person. A default or event of default under any of our senior or
subordinated debt would not constitute a default or event of default under the
trust agreement. In the event, however, of payment defaults under, or
acceleration of, our senior or subordinated debt, the subordination provisions
of the indenture provides that no payments may be made in respect of the
debentures, until the obligations have been paid in full or any payment default
has been cured or waived. Failure to make required payments on the debentures
would constitute an event of default under the trust agreement.

LIMITED PURPOSE OF THE TRUST

     The preferred securities evidence preferred undivided beneficial interests
in the assets of the trust. The trust exists for the exclusive purposes of
issuing the trust securities, investing the proceeds thereof in debentures, and
engaging in only those other activities necessary, advisable or incidental
thereto. A principal difference between the rights of a holder of a preferred
security and the rights of a holder of a debenture is that

                                        46
<PAGE>

a holder of a debenture is entitled to receive from us the principal amount of
and interest accrued on debentures held, while a holder of preferred securities
is entitled to receive distributions from the trust (or from us under the
guarantee) if and to the extent the trust has funds available for the payment of
the distributions.

RIGHTS UPON TERMINATION

     Upon any voluntary or involuntary termination, winding-up or liquidation of
the trust involving the liquidation of the debentures, the holders of the
preferred securities will be entitled to receive, out of assets held by the
trust, the liquidation distribution in cash. See "-- Liquidation Distribution
Upon Termination" on page 28.

     Upon our voluntary or involuntary liquidation or bankruptcy, the property
trustee, as holder of the debentures, would be a subordinated creditor of ours.
Therefore, the property trustee would be subordinated in right of payment to all
of our senior and subordinated debt, but is entitled to receive payment in full
of principal and interest before any of our shareholders receive payments or
distributions. Since we are the guarantor under the guarantee and have agreed to
pay for all costs, expenses and liabilities of the trust other than the
obligations of the trust to pay to holders of the preferred securities the
amounts due to the holders pursuant to the terms of the preferred securities,
the positions of a holder of the preferred securities and a holder of the
debentures relative to our other creditors and to our shareholders in the event
of liquidation or bankruptcy are expected to be substantially the same.

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<PAGE>

                              BOOK-ENTRY ISSUANCE

GENERAL

     DTC will act as securities depositary for each of the preferred securities
and may act as securities depositary for all of the debentures in the event of
the distribution of the debentures to the holders of preferred securities.
Except as described below, the preferred securities will be issued only as
registered securities in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by DTC. One or more global preferred
securities will be issued for the preferred securities and will be deposited
with DTC.

     DTC, the world's largest depository, is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
deposit with DTC. DTC also facilitates the settlement among participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is a
wholly-owned subsidiary of the Depository Trust & Clearing Corporation ("DTCC").
DTCC, in turn, is owned by a number of its direct participants and members of
the National Securities Clearing Corporation, Government Securities Clearing
Corporation, MBS Clearing Corporation and Emerging Markets Clearing Corporation,
as well as by the New York Stock Exchange, the American Stock Exchange and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to indirect participants, such as securities brokers and dealers,
banks and trust companies that clear through or maintain custodial relationships
with direct participants, either directly or indirectly. The rules applicable to
DTC and its participants are on file with the SEC.

     Purchases of preferred securities under the DTC system must be made by or
through direct participants, which will receive a credit for the preferred
securities on DTC's records. The ownership interest of each actual purchaser of
each preferred security ("beneficial owner") is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owners purchased preferred securities.
Transfers of ownership interests in the preferred securities are to be
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interest in preferred securities except if use of the
book-entry-only system for the preferred securities is discontinued.

     DTC will have no knowledge of the actual beneficial owners of the preferred
securities; DTC's records reflect only the identity of the direct participants
to whose accounts the preferred securities are credited, which may or may not be
the beneficial owners. The participants will remain responsible for keeping
account of their holdings on behalf of their customers.

     The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but we and the
trust assume no responsibility for the accuracy thereof. Neither we nor the
trust have any responsibility for the performance by DTC or its participants of
their respective obligations as described in this prospectus or under the rules
and procedures governing their respective operations.

NOTICES AND VOTING

     Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct and
indirect participants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.

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<PAGE>

     Redemption notices will be sent to Cede & Co. as the registered holder of
the preferred securities. If less than all of the preferred securities are being
redeemed, the amount to be redeemed will be determined in accordance with the
trust agreement.

     Although voting with respect to the preferred securities is limited to the
holders of record of the preferred securities, in those instances in which a
vote is required, neither DTC nor Cede & Co. will itself consent or vote with
respect to preferred securities. Under its usual procedures, DTC would mail an
omnibus proxy to the property trustee as soon as possible after the record date.
The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those
direct participants to whose accounts the preferred securities are credited on
the record date.

DISTRIBUTION OF FUNDS

     The property trustee will make distribution payments on the preferred
securities to DTC. DTC's practice is to credit direct participants' accounts on
the relevant payment date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payments
on the payment date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices and will be the
responsibility of the participant and not of DTC, the property trustee, the
trust or us, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of distributions to DTC is the responsibility
of the property trustee, disbursement of the payments to direct participants is
the responsibility of DTC, and disbursements of the payments to the beneficial
owners is the responsibility of direct and indirect participants.

SUCCESSOR DEPOSITARIES AND TERMINATION OF BOOK-ENTRY SYSTEM

     DTC may discontinue providing its services with respect to any of the
preferred securities at any time by giving reasonable notice to the property
trustee or us. If no successor securities depositary is obtained, definitive
certificates representing the preferred securities are required to be printed
and delivered. We also have the option to discontinue use of the system of
book-entry transfers through DTC (or a successor depositary). After an event of
default under the indenture, the holders of a majority in liquidation amount of
preferred securities may determine to discontinue the system of book-entry
transfers through DTC. In these events, definitive certificates for the
preferred securities will be printed and delivered.

                                        49
<PAGE>

                        FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     The following summary of the material federal income tax considerations
that may be relevant to the purchasers of preferred securities, insofar as the
discussion relates to matters of law and legal conclusions, represents the
opinion of Varnum, Riddering, Schmidt & Howlett, LLP, counsel to Independent
Bank Corporation and the trust. This summary is based upon current provisions of
the Internal Revenue Code of 1986, as amended, regulations thereunder and
current administrative rulings and court decisions, all of which are subject to
change at any time, with possible retroactive effect. Subsequent changes may
cause tax consequences to vary substantially from the consequences described
below. Furthermore, the authorities on which the following summary is based are
subject to various interpretations, and it is therefore possible that the
federal income tax treatment of the purchase, ownership and disposition of
preferred securities may differ from the treatment described below.

     No attempt has been made in the following discussion to comment on all
federal income tax matters affecting purchasers of preferred securities.
Moreover, the discussion generally focuses on holders of preferred securities
who are individual citizens or residents of the United States and trusts and
estates whose federal taxable income is taxed in the same manner as individual
citizens or residents of the United States, and who acquire preferred securities
on their original issue at their initial offering price and hold preferred
securities as capital assets. The discussion has only limited application to
dealers in securities, corporations, partnerships, or nonresident aliens and
does not address all the tax consequences that may be relevant to holders who
may be subject to special tax treatment, such as, for example, banks, thrifts,
real estate investment trusts, regulated investment companies, insurance
companies, dealers in securities or currencies, tax-exempt investors or persons
that will hold the preferred securities as a position in a "straddle," as part
of a "synthetic security" or "hedge," as part of a "conversion transaction" or
other integrated investment, or as other than a capital asset. The following
discussion also does not address the tax consequences to persons that have a
functional currency other than the U.S. dollar or the tax consequences to
shareholders, partners or beneficiaries of a holder of preferred securities, or
the consequences of certain transactions between related parties. Further, it
does not include any description of any alternative minimum tax consequences or
the tax laws of any state or local government or of any foreign government that
may be applicable to the preferred securities. Accordingly, each prospective
investor should consult, and should rely exclusively on, the investor's own tax
advisors in analyzing the federal, state, local and foreign tax consequences of
the purchase, ownership or disposition of preferred securities.

CLASSIFICATION OF THE DEBENTURES

     Based on advice of counsel, we intend to take the position that the
debentures will be classified for federal income tax purposes as indebtedness of
Independent Bank Corporation under current law, and, by acceptance of a
preferred security, you as a holder covenant to treat the debentures as
indebtedness and the preferred securities as evidence of an indirect beneficial
ownership interest in the debentures. No assurance can be given, however, that
this position will not be challenged by the Internal Revenue Service ("IRS") or,
if challenged, that it will not be successful. The remainder of this discussion
assumes that the debentures will be classified for federal income tax purposes
as indebtedness of Independent Bank Corporation.

CLASSIFICATION OF THE TRUST

     Varnum, Riddering, Schmidt & Howlett, LLP, counsel for Independent Bank
Corporation and the trust, has rendered its opinion that, under current law and
assuming full compliance with the terms of the trust agreement and indenture,
the trust will be classified for federal income tax purposes as a grantor trust
and not as an association taxable as a corporation. Accordingly, for federal
income tax purposes, you, as a holder of preferred securities, will be treated
as owning an undivided beneficial interest in the debentures, and you will be
required to include in your gross income any interest with respect to such
debentures at the time such interest is accrued or is received, in accordance
with your method of accounting. If such debentures were determined to be subject
to the original issue discount ("OID") rules, you as a holder would instead be
                                        50
<PAGE>

required to include in your gross income any OID accrued with respect to your
allocable share of such debentures whether or not cash was actually distributed
to you.

INTEREST PAYMENT PERIOD AND ORIGINAL ISSUE DISCOUNT

     Under the applicable Treasury regulations, debt instruments such as the
debentures, which are issued at face value, will not be considered issued with
OID, even if their issuer can defer payments of interest, if the likelihood of
any deferral is remote. Assuming the accuracy of our conclusion as set forth
below that the likelihood of exercising our option to defer payments is remote,
the debentures will not be treated as issued with OID. Accordingly, except as
set forth below, stated interest on the debentures generally will be included in
income by a holder as ordinary income at the time it is paid or accrued in
accordance with such holder's regular method of accounting.

     A debt instrument will generally be treated as issued with OID if the
stated interest on the instrument does not constitute "qualified stated
interest." Qualified stated interest is generally any one of a series of stated
interest payments on an instrument that are unconditionally payable at least
annually at a single fixed rate. In determining whether stated interest on an
instrument is unconditionally payable and thus constitutes qualified stated
interest, remote contingencies as to the timely payment of stated interest are
ignored. In the case of the debentures, we have concluded that the likelihood of
exercising our option to defer payments of interest is remote. This is in part
because we have a history of paying dividends on our common stock and intend to
continue to do so, and we would be unable to continue paying these dividends,
which could adversely affect the market for our common stock, if we deferred our
payments under the debentures.

     If the likelihood that we would exercise the option to defer any payment of
interest was determined not to be "remote" or if we actually exercise our option
to defer the payment of interest, the debentures would be treated as issued with
OID at the time of issuance or at the time of such exercise, as the case may be,
and all stated interest would thereafter be treated as OID as long as the
debentures remained outstanding. In such event, all of a holder's taxable
interest income in respect of the debentures would constitute OID that would
have to be included in income on a constant yield method before the receipt of
the cash attributable to such income, regardless of such holder's method of tax
accounting, and actual distributions of stated interest would not be reported as
taxable income. Consequently, a holder of preferred securities would be required
to include such OID in gross income even though we would not make any actual
cash payments during an extension period.

     The Treasury regulations referred to above have not been interpreted by any
court decisions or addressed in any ruling or other pronouncements of the IRS,
and it is possible that the IRS could take a position contrary to the
conclusions herein.

     Because income on the preferred securities will constitute interest,
corporate holders of preferred securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to the preferred securities.

MARKET DISCOUNT AND ACQUISITION PREMIUM

     Holders of preferred securities other than a holder who purchased the
preferred securities upon original issuance or who purchased for a price other
than the first price at which a substantial amount of the preferred securities
were sold for money other than to a bond house, broker, or other person acting
as an underwriter, placement agent or wholesaler may be considered to have
acquired their undivided interests in the debentures with "market discount" or
"acquisition premium" as these phrases are defined for federal income tax
purposes. Such holders are advised to consult their tax advisors as to the
income tax consequences of the acquisition, ownership and disposition of the
preferred securities.

RECEIPT OF DEBENTURES OR CASH UPON LIQUIDATION OF THE TRUST

     Under the circumstances described under "-- Redemption or Exchange" on page
24 and "-- Liquidation Distribution Upon Termination" on page 28, the debentures
may be distributed to holders of preferred

                                        51
<PAGE>

securities upon a liquidation of the trust. Under current federal income tax
law, such a distribution would be treated as a nontaxable event to the holder
and would result in the holder having an aggregate tax basis in the debentures
received in the liquidation equal to the holder's aggregate tax basis in the
preferred securities immediately before the distribution. A holder's holding
period in debentures received in liquidation of the trust would include the
period for which the holder held the preferred securities.

     If, however, a Tax Event occurs which results in the trust being treated as
an association taxable as a corporation, the distribution would likely
constitute a taxable event to holders of the preferred securities. Under certain
circumstances described herein, the debentures may be redeemed for cash and the
proceeds of the redemption distributed to holders in redemption of their
preferred securities. Under current law, such a redemption should, to the extent
that it constitutes a complete redemption, constitute a taxable disposition of
the redeemed preferred securities, and, for federal income tax purposes, a
holder should therefore recognize gain or loss as if the holder sold the
preferred securities for cash.

DISPOSITION OF PREFERRED SECURITIES

     A holder that sells preferred securities will recognize gain or loss equal
to the difference between the amount realized on the sale of the preferred
securities and the holder's adjusted tax basis in the preferred securities. A
holder's adjusted tax basis in the preferred securities generally will be its
initial purchase price increased by OID, if any, previously includable in the
holder's gross income to the date of disposition and decreased by payments, if
any, received on the preferred securities in respect of OID to the date of
disposition. A gain or loss of this kind will generally be a capital gain or
loss and will be a long-term capital gain or loss if the preferred securities
have been held for more than one year at the time of sale. Losses on sales
between related parties may not be recognized.

     The preferred securities may trade at a price that does not accurately
reflect the value of accrued but unpaid interest with respect to the underlying
debentures. A holder using the accrual method of tax accounting (and a cash
method holder, during a period where the interest would constitute OID) that
disposes of its preferred securities between record dates for payments of
distributions thereon will be required to include accrued but unpaid interest on
the debentures through the date of disposition in income as ordinary income, and
to add the amount to its adjusted tax basis in its proportionate share of the
underlying debentures deemed disposed of. Any OID included in income will
increase a holder's adjusted tax basis as discussed above. To the extent the
selling price is less than the holder's adjusted tax basis a holder will
recognize a capital loss. Subject to certain limited exceptions, capital losses
cannot be applied to offset ordinary income for federal income tax purposes.

EFFECT OF POSSIBLE CHANGES IN TAX LAWS

     Certain administrative and legislative proposals have contained proposed
tax law changes that would, among other things, generally deny corporate issuers
a deduction for interest in respect of certain debt obligations if the debt
obligations have lengthy terms (e.g., in excess of 15 or 20 years) and are not
shown as indebtedness on the issuer's applicable consolidated balance sheet.
Although these proposed tax law changes have not been enacted into law, there
can be no assurance that tax law changes will not be reintroduced into future
legislation which, if enacted after the date hereof, may adversely affect the
federal income tax deductibility of interest payable on the debentures.

     In addition, in a case filed in the U.S. Tax Court, Enron Corp. v.
Commissioner, Tax Court Docket No. 6149-98, the IRS challenged the deductibility
for federal income tax purposes of interest paid on securities which are
similar, but not identical to, the preferred securities. The parties filed a
stipulation of settled issues, a portion of which stipulated there shall be no
adjustment for the interest deducted by the taxpayer with respect to the
securities.

     The IRS may also challenge the deductibility of interest paid on the
debentures, which, if such challenge were litigated resulting in the IRS's
position being sustained, would trigger a Tax Event and possibly a redemption of
the preferred securities. Accordingly, there can be no assurance that a Tax
Event will not occur.

                                        52
<PAGE>

A Tax Event would permit us, upon approval of the Federal Reserve, if then
required, to cause a redemption of the preferred securities before, as well as
after, March 31, 2008.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     Interest paid, or, if applicable, OID accrued, on the preferred securities
held of record by individual citizens or residents of the United States, or
certain trusts, estates and partnerships, will be reported to the IRS on Forms
1099-INT, or, where applicable, Forms 1099-OID, which forms should be mailed to
the holders by January 31 following each calendar year. Payments made on, and
proceeds from the sale of, the preferred securities may be subject to a "backup"
withholding tax currently at 30% unless the holder complies with certain
identification and other requirements. Any amounts withheld under the backup
withholding rules will be allowed as a credit against the holder's federal
income tax liability, provided the required information is provided to the IRS.

     THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON THE PARTICULAR
SITUATION OF A HOLDER OF PREFERRED SECURITIES. HOLDERS OF PREFERRED SECURITIES
SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO
THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE PREFERRED SECURITIES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

                              ERISA CONSIDERATIONS

     Employee benefit plans that are subject to the Employee Retirement Income
Security Act of 1974, or Section 4975 of the Internal Revenue Code, generally
may purchase preferred securities, subject to the investing fiduciary's
determination that the investment in preferred securities satisfies ERISA's
fiduciary standards and other requirements applicable to investments by the
plan.

     In any case, we and/or any of our affiliates may be considered a "party in
interest" (within the meaning of ERISA) or a "disqualified person" (within the
meaning of Section 4975 of the Internal Revenue Code) with respect to certain
plans. These plans generally include plans maintained or sponsored by, or
contributed to by, any such persons with respect to which we or any of our
affiliates are a fiduciary or plans for which we or any of our affiliates
provide services. The acquisition and ownership of preferred securities by a
plan (or by an individual retirement arrangement or other plans described in
Section 4975(e)(1) of the Internal Revenue Code) with respect to which we or any
of our affiliates are considered a party in interest or a disqualified person
may constitute or result in a prohibited transaction under ERISA or Section 4975
of the Internal Revenue Code, unless the preferred securities are acquired
pursuant to and in accordance with an applicable exemption.

     As a result, plans with respect to which we or any of our affiliates or any
of its affiliates is a party in interest or a disqualified person should not
acquire preferred securities unless the preferred securities are acquired
pursuant to and in accordance with an applicable exemption. Any other plans or
other entities whose assets include plan assets subject to ERISA or Section 4975
of the Internal Revenue Code proposing to acquire preferred securities should
consult with their own counsel.

                                        53
<PAGE>

                                  UNDERWRITING

     Subject to the terms and conditions of the underwriting agreement among
Independent Bank Corporation, the trust and the underwriters named below, for
whom Stifel, Nicolaus & Company, Incorporated, Fahnestock & Co. Inc., Howe
Barnes Investments, Inc. and RBC Dain Rauscher Inc. are acting as
representatives, the underwriters have severally agreed to purchase from the
trust, and the trust has agreed to sell to them, an aggregate of 1,760,000
preferred securities in the amounts set forth below opposite their respective
names.

<Table>
<Caption>
                                                                    NUMBER OF
UNDERWRITERS                                                   PREFERRED SECURITIES
- ------------                                                   --------------------
<S>                                                            <C>
Stifel, Nicolaus & Company, Incorporated....................
Fahnestock & Co. Inc........................................
Howe Barnes Investments, Inc................................
RBC Dain Rauscher Inc.......................................
                                                                     --------
     Total..................................................
                                                                     ========
</Table>

     In the underwriting agreement, the obligations of the underwriters are
subject to approval of certain legal matters by their counsel and to various
other conditions. Under the terms and conditions of the underwriting agreement,
the underwriters are committed to accept and pay for all of the preferred
securities if any are taken.

     The underwriters propose to offer the preferred securities directly to the
public at the public offering price set forth on the cover page of this
prospectus, and to certain securities dealers (who may include the underwriters)
at this price, less a concession not in excess of $     per preferred security.
The underwriters may allow, and the selected dealers may reallow, a concession
not in excess of $     per preferred security to certain brokers and dealers.
After the preferred securities are released for sale to the public, the offering
price and other selling terms may from time to time be changed by the
underwriters.

     The trust has granted to the underwriters an option, exercisable within 30
days after the date of this prospectus, to purchase up to 264,000 additional
preferred securities at the same price per security to be paid by the
underwriters for the other securities being offered as set forth in the table
below. If the underwriters purchase any of the additional securities under the
option, each underwriter will be committed to purchase the additional securities
in approximately the same proportion allocated to them in the table above. The
underwriters may exercise the option only for the purpose of covering
over-allotments, if any, made in connection with the distribution of the
securities being offered.

     If the underwriters exercise their option to purchase additional
securities, the trust will issue and sell to us additional common securities and
we will issue and sell to the trust additional debentures in an aggregate
principal amount equal to the total aggregate liquidation amount of the
additional securities being purchased under the option and the additional common
securities sold to us.

     The table below shows the price and proceeds on a per security and
aggregate basis. The proceeds to be received by the trust as shown in the table
below do not reflect estimated offering expenses of $308,000 payable by us.

<Table>
<Caption>
                                                                             TOTAL WITH
                                                    PER                     EXERCISE OF
                                                 PREFERRED                 OVER-ALLOTMENT
                                                 SECURITY       TOTAL          OPTION
                                                 ---------   -----------   --------------
<S>                                              <C>         <C>           <C>
Public offering price..........................   $25.00     $44,000,000    $50,600,000
Proceeds, before expenses, to the trust........   $25.00     $44,000,000    $50,600,000
Underwriting commission........................   $          $              $
Net proceeds to us.............................   $          $              $
</Table>

                                        54
<PAGE>

     The offering of the preferred securities is made for delivery when, as and
if accepted by the underwriters and subject to prior sale and to withdrawal,
cancellation or modification of the offering without notice. The underwriters
reserve the right to reject any order for the purchase of the preferred
securities.

     We and the trust have agreed to indemnify the several underwriters against
several liabilities, including liabilities under the Securities Act of 1933.

     The preferred securities have been approved for listing on the Nasdaq
National Market under the symbol "IBCPO," and trading is expected to commence on
or prior to delivery of the preferred securities. The representatives have
advised us that they presently intend to make a market in the securities after
the commencement of trading on the Nasdaq National Market, but are not obligated
to do so and may discontinue market making at any time without notice. However,
we cannot assure you as to the liquidity of the securities or that an active and
liquid market will develop or, if developed, that the market will continue. The
offering price and distribution rate has been determined by negotiations among
representatives of the underwriters and us, and the offering price of the
securities may not be indicative of the market price following the offering.

     In connection with the offering, the underwriters may engage in
transactions that are intended to stabilize, maintain or otherwise affect the
price of the securities during and after the offering, such as the following:

     - the underwriters may over-allot or otherwise create a short position in
       the securities for their own account by selling more securities than have
       been sold to them;

     - the underwriters may elect to cover any short position by purchasing
       securities in the open market or by exercising the over-allotment option;

     - the underwriters may stabilize or maintain the price of the securities by
       bidding;

     - the underwriters may engage in passive market making transactions; and

     - the underwriters may impose penalty bids, under which selling concessions
       allowed to syndicate members or other broker-dealers participating in the
       offering are reclaimed if securities previously distributed in the
       offering are repurchased in connection with stabilization transactions or
       otherwise.

     The effect of these transactions may be to stabilize or maintain the market
price at a level above that which might otherwise prevail in the open market.
The imposition of a penalty bid may also affect the price of the securities to
the extent that it discourages resales. No representation is made as to the
magnitude or effect of any such stabilization or other transactions. Such
transactions may be effected on the Nasdaq National Market or otherwise and, if
commenced, may be discontinued at any time.

     Because the National Association of Securities Dealers, Inc. may view the
preferred securities as interests in a direct participation program, the offer
and sale of the securities is being made in compliance with the provisions of
Rule 2810 under the NASD Conduct Rules. The underwriters have advised us that
they will not make any sales to any accounts over which they exercise
discretionary authority without the prior specific written approval of the
customer.

     Certain of the underwriters and their affiliates have, from time to time,
performed investment banking and other services for us and our affiliates in the
ordinary course of business and have received fees from us for their services.

     We have agreed not to sell or otherwise dispose of any securities
substantially similar to those offered by this prospectus for a period of 30
days after the effective date of the registration statement of which this
prospectus forms a part (other than securities sold pursuant to this
prospectus), without the prior written consent of Stifel, Nicolaus & Company,
Incorporated.

                                        55
<PAGE>

                                 LEGAL MATTERS

     Certain legal matters, including matters relating to federal income tax
considerations, for Independent Bank Corporation and the trust will be passed
upon by Varnum, Riddering, Schmidt & Howlett LLP, Grand Rapids, Michigan,
counsel to Independent Bank Corporation and the trust. Certain legal matters
will be passed upon for the underwriters by Vedder, Price, Kaufman & Kammholz,
Chicago, Illinois. Varnum, Riddering, Schmidt & Howlett LLP and Vedder, Price,
Kaufman & Kammholz will rely on the opinion of Richards, Layton & Finger, P.A.
as to matters of Delaware law.

                                    EXPERTS

     The consolidated financial statements of Independent Bank Corporation and
subsidiaries as of December 31, 2002 and 2001, and for each of the years in the
three-year period ended December 31, 2002, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent accountants, incorporated by reference herein and in the
registration statement, and upon the authority of said firm as experts in
accounting and auditing. The audit report covering the December 31, 2002,
financial statements refers to a change in the method of accounting for
derivative financial instruments and hedging activities in 2001.

                      WHERE YOU CAN FIND MORE INFORMATION

     This prospectus is a part of a Registration Statement on Form S-3 filed by
us and the trust with the SEC under the Securities Act, with respect to the
preferred securities, the debentures, and the guarantee. This prospectus does
not contain all the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information with respect to us and the securities offered by
this prospectus, reference is made to the registration statement, including the
exhibits to the registration statement and documents incorporated by reference.
Statements contained in this prospectus concerning the provisions of such
documents are necessarily summaries of such documents and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the SEC.

     We file periodic reports, proxy statements and other information with the
SEC. Our filings are available to the public over the Internet at the SEC's web
site at http://www.sec.gov. You may also inspect and copy these materials at the
public reference facilities of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information.

                                        56
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

     We "incorporate by reference" into this prospectus the information in
documents we file with the SEC, which means that we can disclose important
information to you through those documents. The information incorporated by
reference is an important part of this prospectus. Some information contained in
this prospectus updates the information incorporated by reference and some
information that we file subsequently with the SEC will automatically update
this prospectus. We incorporate by reference the documents listed below:

          (a) our Annual Report on Form 10-K for the year ended December 31,
     2002, filed with the SEC on February 28, 2003 (File No. 000-07818);

          (b) our Current Reports on Form 8-K filed with the SEC on the
     following dates (File No. 000-07818).

             (1) January 16, 2003; and

             (2) February 26, 2003.

     We also incorporate by reference any filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the initial filing of the registration statement that contains this prospectus
and before the time that all of the securities offered in this prospectus are
sold.

     You may request, and we will provide, a copy of these filings at no cost by
contacting Robert N. Shuster, our Chief Financial Officer, at Independent Bank
Corporation, 230 West Main Street, Ionia, MI 48846, or by calling (616)
527-9450.

                                        57
<PAGE>

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

                               TABLE OF CONTENTS

<Table>
<Caption>
                                          PAGE
                                          ----
<S>                                       <C>
Summary...............................      1
Summary Consolidated Financial Data...      8
Risk Factors..........................     10
Special Note Regarding Forward-Looking
  Statements..........................     18
Use of Proceeds.......................     19
Capitalization........................     20
Accounting and Regulatory Treatment...     21
Description of the Trust..............     22
Description of the Preferred
  Securities..........................     23
Description of the Debentures.........     35
Description of the Guarantee..........     43
Relationship Among the Preferred
  Securities, the Debentures and the
  Guarantee...........................     46
Book-Entry Issuance...................     48
Federal Income Tax Consequences.......     50
ERISA Considerations..................     53
Underwriting..........................     54
Legal Matters.........................     56
Experts...............................     56
Where You Can Find More Information...     56
Documents Incorporated by Reference...     57
</Table>

- - YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
  IN THIS PROSPECTUS. WE HAVE NOT, AND OUR UNDERWRITERS HAVE NOT, AUTHORIZED ANY
  PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH
  DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT.

- - WE ARE NOT, AND OUR UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
  SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

- - YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS IS
  ACCURATE AS OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS ONLY.

- - THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF
  AN OFFER TO BUY, ALL SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES.

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

                         1,760,000 PREFERRED SECURITIES

                             IBC CAPITAL FINANCE II

                               % CUMULATIVE TRUST
                              PREFERRED SECURITIES

                          (LIQUIDATION AMOUNT $25 PER
                              PREFERRED SECURITY)

                     FULLY, IRREVOCABLY AND UNCONDITIONALLY
                     GUARANTEED ON A SUBORDINATED BASIS, AS
                        DESCRIBED IN THIS PROSPECTUS, BY

                            [INDEPENDENT BANK LOGO]

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

                                  $44,000,000
                             % JUNIOR SUBORDINATED
                                   DEBENTURES
                                       OF

                                INDEPENDENT BANK
                                  CORPORATION
                         ------------------------------

                                   PROSPECTUS
                                              , 2003
                         ------------------------------

                           STIFEL, NICOLAUS & COMPANY
                    INCORPORATED

                             FAHNESTOCK & CO. INC.

                         HOWE BARNES INVESTMENTS, INC.

                              RBC CAPITAL MARKETS
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the various expenses payable in connection
with the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of such expenses will be paid by
Independent Bank Corporation. All amounts shown are estimates, except the SEC
registration fee and the NASD and the Nasdaq National Market filing fees:

<Table>
<S>                                                           <C>
SEC registration fee........................................  $  4,094
NASD filing fee.............................................     5,560
Nasdaq National Market filing fee...........................    15,000
Trustees' fees..............................................    15,000
Printing and mailing expenses...............................    80,000
Fees and expenses of counsel................................   125,000
Accounting and related expenses.............................    30,000
Blue Sky fees and expenses..................................     2,000
Miscellaneous...............................................    31,346
                                                              --------
Total.......................................................  $308,000
                                                              ========
</Table>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to our directors,
officers, and controlling persons pursuant to the following provisions, or
otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     The Michigan Business Corporation Act ("MBCA"), the provisions of which we
are governed by, empowers a Michigan corporation to indemnify present and former
directors, officers, employees, or agents or any person who may have served at
the request of the corporation as a director, officer, employee, or agent of
another corporation ("Eligible Persons") against liability incurred in any
proceeding, civil or criminal, in which the Eligible Person is made a party by
reason of being or having been in any such capacity, or arising out of his
status as such, if the individual acted in good faith and reasonably believed
that (a) the individual was acting in the best interests of the corporation, or
(b) if the challenged action was taken other than in the individual's official
capacity as an officer, director, employee or agent, the individual's conduct
was at least not opposed to the corporation's best interests, or (c) if in a
criminal proceeding, either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.

     The Amended and Restated Trust Agreement will provide for indemnification
of the Delaware Trustee and each of the administrative trustees by us against
any loss, damage, claims, liability, penalty or expense of any kind incurred by
the trustees in connection with the performance of their duties or powers under
the agreement in a manner reasonably believed by the trustee to be within the
scope of its authority under the agreement, except that none of these trustees
will be so indemnified for any loss, damage or claim incurred by reason of such
trustee's gross negligence, bad faith or willful misconduct. Similarly, the
agreement provides for indemnification of the Property Trustee except that the
Property Trustee is not indemnified from liability for its own negligent action,
negligent failure to act or willful misconduct. Under the agreement, we agree to
advance those expenses incurred by any trustee in defending any such claim,
demand, action, suit or proceeding.

                                       II-1
<PAGE>

ITEM 16.  EXHIBITS.

<Table>
<Caption>
EXHIBIT NO.                       EXHIBIT DESCRIPTION
- -----------                       -------------------
<C>           <S>
    1.1       Form of Underwriting Agreement.
    4.1       Form of Indenture.
    4.2       Certificate of Trust.
    4.3       Trust Agreement.
    4.4       Form of Amended and Restated Trust Agreement.
    4.5       Form of Preferred Securities Certificate (included as
              Exhibit D to Exhibit 4.4).
    4.6       Form of Preferred Securities Guarantee Agreement.
    4.7       Form of Agreement as to Expenses and Liabilities (included
              as Exhibit C to Exhibit 4.4).
    4.8       Form of Junior Subordinated Debenture (included as Exhibit A
              to Exhibit 4.1).
    5.1       Opinion of Varnum, Riddering, Schmidt & Howlett LLP.
    5.2       Opinion of Richards, Layton & Finger, P.A.
    8.1       Opinion of Varnum, Riddering, Schmidt & Howlett LLP as to
              certain tax matters.
   12.1       Calculation of ratios of earnings to fixed charges.
   23.1       Consent of KPMG LLP.
   23.2       Consent of Varnum, Riddering, Schmidt & Howlett LLP
              (included in opinions filed as Exhibits 5.1 and 8.1).
   23.3       Consent of Richards, Layton & Finger, P.A. (included in
              opinion filed as Exhibit 5.2).
   24.1       Powers of Attorney (included as part of signature pages).
   25.1       Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of U.S. Bank National Association,
              as trustee under the Indenture.
   25.2       Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of U.S. Bank National Association,
              as property trustee under the Amended and Restated Trust
              Agreement.
   25.3       Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of U.S. Bank National Association,
              as trustee under the Guarantee Agreement.
</Table>

ITEM 17.  UNDERTAKINGS.

     (b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in that Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer, or controlling person of the
Registrants in the successful defense of any action, suit

                                       II-2
<PAGE>

or proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, each Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

     (i) The undersigned Registrants hereby undertake that:

          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this Registration Statement in reliance upon Rule 430A and contained in a
     form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

                                       II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, IBC Capital
Finance II certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ionia, State of Michigan, on February 26, 2003.

                                  IBC CAPITAL FINANCE II

                                  By: INDEPENDENT BANK CORPORATION
                                     as Depositor

                                  By: /s/ CHARLES C. VAN LOAN
                                     -------------------------------------------
                                     Charles C. Van Loan, President and
                                     Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, Independent
Bank Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ionia, State of Michigan, on February 26, 2003.

                                  INDEPENDENT BANK CORPORATION

                                  By: /s/ CHARLES C. VAN LOAN
                                     -------------------------------------------
                                     Charles C. Van Loan, President and
                                     Chief Executive Officer

                                       II-4
<PAGE>

                          INDEPENDENT BANK CORPORATION

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles C. Van Loan and Robert N. Shuster, and
each of them (with full power to each of them to act alone), his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and any registration statement filed pursuant to
Rule 462(b) under the Securities Act in connection with the registration under
the Securities Act of additional trust preferred securities and related junior
subordinated debentures of the trust and the Registrant, respectively, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of February 26, 2003.

<Table>
<Caption>
                        SIGNATURES                                                TITLE
                        ----------                                                -----
<S> <C>                                                       <C>
                  /s/ CHARLES C. VAN LOAN                     Director, President and Chief Secretary and
    ---------------------------------------------------         Executive Officer (Principal Executive
                    Charles C. Van Loan                         Officer)

                   /s/ ROBERT N. SHUSTER                      Executive Vice President, Treasurer (Chief
    ---------------------------------------------------         Financial Officer)
                     Robert N. Shuster

                   /s/ CHARLES A. PALMER                      Director
    ---------------------------------------------------
                     Charles A. Palmer

                 /s/ JAMES J. TWAROZYNSKI                     Principal Accounting Officer
    ---------------------------------------------------
                   James J. Twarozynski

                   /s/ JAMES E. MCCARTY                       Director
    ---------------------------------------------------
                     James E. McCarty

                  /s/ ARCH V. WRIGHT, JR.                     Director
    ---------------------------------------------------
                    Arch V. Wright, Jr.

                 /s/ JEFFREY A. BRATSBURG                     Director
    ---------------------------------------------------
                   Jeffrey A. Bratsburg
</Table>

                                       II-5
<PAGE>

<Table>
<Caption>
                        SIGNATURES                                                TITLE
                        ----------                                                -----

<S> <C>                                                       <C>
                    /s/ TERRY L. HASKE                        Director
    ---------------------------------------------------
                      Terry L. Haske

                   /s/ ROBERT L. HETZLER                      Director
    ---------------------------------------------------
                     Robert L. Hetzler
</Table>

                                       II-6
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NO.                       EXHIBIT DESCRIPTION
- -----------                       -------------------
<C>           <S>
    1.1       Form of Underwriting Agreement.
    4.1       Form of Indenture.
    4.2       Certificate of Trust.
    4.3       Trust Agreement.
    4.4       Form of Amended and Restated Trust Agreement.
    4.5       Form of Preferred Securities Certificate (included as
              Exhibit D to Exhibit 4.4).
    4.6       Form of Preferred Securities Guarantee Agreement.
    4.7       Form of Agreement as to Expenses and Liabilities (included
              as Exhibit C to Exhibit 4.4).
    4.8       Form of Junior Subordinated Debenture (included as Exhibit A
              to Exhibit 4.1).
    5.1       Opinion of Varnum, Riddering, Schmidt & Howlett LLP.
    5.2       Opinion of Richards, Layton & Finger, P.A.
    8.1       Opinion of Varnum, Riddering, Schmidt & Howlett LLP as to
              certain tax matters.
   12.1       Calculation of ratios of earnings to fixed charges.
   23.1       Consent of KPMG LLP.
   23.2       Consent of Varnum, Riddering, Schmidt & Howlett LLP
              (included in opinions filed as Exhibits 5.1 and 8.1).
   23.3       Consent of Richards, Layton & Finger, P.A. (included in
              opinion filed as Exhibit 5.2).
   24.1       Powers of Attorney (included as part of signature pages).
   25.1       Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of U.S. Bank National Association,
              as trustee under the Indenture.
   25.2       Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of U.S. Bank National Association,
              as property trustee under the Amended and Restated Trust
              Agreement.
   25.3       Form T-1 Statement of Eligibility under the Trust Indenture
              Act of 1939, as amended, of U.S. Bank National Association,
              as trustee under the Guarantee Agreement.
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>k74892exv1w1.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 1.1

                         1,760,000 Preferred Securities
                             IBC Capital Finance II

                   ____% Cumulative Trust Preferred Securities
               (Liquidation Amount of $25 per Preferred Security)



                             UNDERWRITING AGREEMENT


                                                                  ________, 2003

STIFEL, NICOLAUS & COMPANY, INCORPORATED
FAHNESTOCK & CO. INC.
HOWE BARNES INVESTMENTS, INC.
RBC DAIN RAUSCHER INC.
as representatives of the Several Underwriters
  named in Schedule I hereto
c/o Stifel, Nicolaus & Company, Incorporated
501 North Broadway, 9th Floor
St. Louis, Missouri  63102

Ladies and Gentlemen:

         Independent Bank Corporation, a Michigan corporation (the "Company"),
and its financing subsidiary, IBC Capital Finance II, a Delaware business trust
(the "Trust," and hereinafter together with the Company, the "Offerors"),
propose that the Trust issue and sell to the several underwriters listed on
Schedule I hereto (the "Underwriters"), pursuant to the terms of this Agreement,
1,760,000 of the Trust's ____% Cumulative Trust Preferred Securities, with a
liquidation amount of $25 per preferred security (the "Preferred Securities"),
to be issued under the Trust Agreement (as hereinafter defined), the terms of
which are more fully described in the Prospectus (as hereinafter defined). The
aforementioned 1,760,000 Preferred Securities to be sold to the Underwriters are
herein called the "Firm Preferred Securities." Solely for the purpose of
covering over-allotments in the sale of the Firm Preferred Securities, the
Offerors further propose that the Trust issue and sell to the Underwriters, at
their option, up to an additional 264,000 Preferred Securities (the "Option
Preferred Securities") upon exercise of the over-allotment option granted in
Section 1 hereof. The Firm Preferred Securities and any Option Preferred
Securities are herein collectively referred to as the "Designated Preferred
Securities." Stifel, Nicolaus & Company, Incorporated, Fahnestock & Co. Inc.,
Howe Barnes Investments, Inc. and RBC Dain Rauscher Inc. are acting as
representatives of the Underwriters and in such capacity is sometimes herein
referred to as the "Representatives."

         The Offerors hereby confirm as follows their agreement with each of the
Underwriters in connection with the proposed purchase of the Designated
Preferred Securities.

         1.   SALE, PURCHASE AND DELIVERY OF DESIGNATED PREFERRED SECURITIES,
DESCRIPTION OF DESIGNATED PREFERRED SECURITIES.

              (a) On the basis of the representations, warranties and agreements
herein contained, and subject to the terms and conditions herein set forth, the
Offerors hereby agree that the Trust shall issue and sell to each of the
Underwriters and each of the Underwriters agrees, severally and not jointly, to
purchase from the Trust, at a purchase price of $25 per Preferred Security (the
"Purchase Price"), the


                                       1
<PAGE>





respective number of Firm Preferred Securities set forth opposite the name of
such Underwriter in Schedule I hereto. Because the proceeds from the sale of the
Firm Preferred Securities will be used to purchase from the Company its
Debentures (as hereinafter defined and as described in the Prospectus), the
Company shall pay to each Underwriter a commission of $_____ per Firm Preferred
Security purchased (the "Firm Preferred Securities Commission"). In accordance
with Section 9 hereof, the Representatives may by notice to the Company amend
Schedule I to add, eliminate or substitute names set forth therein (other than
to eliminate the name of any of the Representatives) and to amend the number of
Firm Preferred Securities to be purchased by any firm or corporation listed
thereon, provided that the total number of Firm Preferred Securities listed on
Schedule I shall equal 1,760,000.

         In addition, on the basis of the representations, warranties and
agreements herein contained and subject to the terms and conditions herein set
forth, the Trust hereby grants to the Underwriters, severally and not jointly,
an option to purchase all or any portion of the 264,000 Option Preferred
Securities, and upon the exercise of such option in accordance with this Section
1, the Offerors hereby agree that the Trust shall issue and sell to the
Underwriters, severally and not jointly, all or any portion of the Option
Preferred Securities at the same Purchase Price per share paid for the Firm
Preferred Securities. If any Option Preferred Securities are to be purchased,
each Underwriter, severally and not jointly, agrees to purchase from the Trust
that proportion (subject to adjustment as you may determine to avoid fractional
securities) of the number of Option Preferred Securities to be purchased that
the number of Firm Preferred Securities set forth opposite the name of such
Underwriter in Schedule I hereto (or such number increased as set forth in
Section 9 hereof) bears to 1,760,000. Because the proceeds from the sale of the
Option Preferred Securities will be used to purchase from the Company its
Debentures, the Company shall pay to the Underwriters a commission of $______
per Option Preferred Security for each Option Preferred Security purchased (the
"Option Preferred Securities Commission"). The option hereby granted (the
"Option") must be exercised, if at all, within 30 days after the date upon which
the Registration Statement (as hereinafter defined) becomes effective and may be
exercised only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Firm Preferred Securities.
The Option may be exercised in whole or in part at any time (but not more than
once) by you giving notice (confirmed in writing) to the Trust setting forth the
number of Option Preferred Securities as to which the Underwriters are
exercising the Option and the time, date and place for payment and delivery of
the Global Securities (as hereafter defined) for such Option Preferred
Securities. Such time and date of payment and delivery for the Option Preferred
Securities (the "Option Closing Date") shall be determined by you, but shall not
be earlier than two nor later than five full business days after the exercise of
such Option, nor in any event prior to the Closing Date (as hereinafter
defined). The Option Closing Date may be the same as the Closing Date.

         Payment of the Purchase Price and the Firm Preferred Securities
Commission and delivery of the Global Securities (as hereinafter defined) for
the Firm Preferred Securities shall be made at the offices of Stifel, Nicolaus &
Company, Incorporated, 501 North Broadway, 9th Floor, St. Louis, Missouri 63102,
or such other place as shall be agreed to by you and the Offerors, at 10:00
a.m., St. Louis time, on the third (or, if permitted by Rule 15c6-1(c) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), not later than
12:00 p.m. on the fourth full business day following the date of this Agreement
(the "Closing Date"), or unless postponed in accordance with the provisions of
Section 9. The Trust shall deliver or cause to be delivered to you for the
account of the Underwriters against payment to or upon the order of the Trust of
the Purchase Price in federal or other immediately available funds, the Firm
Preferred Securities in the form of one or more permanent global securities in
definitive form (the "Global Securities") deposited with the Property Trustee
(as identified below) as custodian for the Depository Trust Company ("DTC") and
registered in the name of Cede & Co., as nominee for DTC. Interests in any
permanent Global Securities will be held only in book-entry form. If the
Underwriters exercise the option to purchase any or all of the Option Preferred
Securities, payment of the Purchase Price and Option Preferred Securities
Commission for such Option Preferred Securities shall be made on the Option


                                       2

<PAGE>


Closing Date at Stifel, Nicolaus & Company, Incorporated's offices, or at such
other place as the Offerors and you shall determine. Upon delivery, the Option
Preferred Securities shall be in the form of one or more Global Securities
registered in the name of Cede & Co., as nominee of DTC and the Global
Securities for such Option Securities shall be delivered to the Property Trustee
as custodian for DTC. Such payments shall be made to an account designated by
the Trust by wire transfer in same day funds, in the amount of the aggregate
Purchase Price therefor, against delivery by or on behalf of the Trust to you
for the respective accounts of the several Underwriters of one or more Global
Certificates for the Designated Preferred Securities to be purchased by the
Underwriters.

         Time shall be of the essence, and delivery of the Global Securities for
the Designated Preferred Securities at the time and place specified pursuant to
this Agreement is a further condition of the obligations of each Underwriter
hereunder.

              (b) The Offerors propose that the Trust issue the Designated
Preferred Securities pursuant to an Amended and Restated Trust Agreement among
U.S. Bank Trust National Association, as Delaware Trustee and Property Trustee,
the Administrative Trustees named therein (collectively, the "Trustees"), and
the Company, in substantially the form heretofore delivered to the Underwriters,
said Agreement being hereinafter referred to as the "Trust Agreement." In
connection with the issuance of the Designated Preferred Securities, the Company
proposes (i) to issue its ______% Junior Subordinated Debentures due 2033 (the
"Debentures") pursuant to an Indenture, to be dated as of ________, 2003,
between the Company and U.S. Bank National Association, as indenture trustee
(the "Indenture"), and (ii) to guarantee certain payments on the Designated
Preferred Securities pursuant to a Preferred Securities Guarantee Agreement to
be dated as of ____________, 2003 between the Company and U.S. Bank National
Association, as guarantee trustee (the "Guarantee"), to the extent described
therein.

              (c) As used herein, the following terms shall have the following
meanings:

         "Effective Date" shall mean the date and time that the Registration
Statement, any post-effective amendment or amendments thereto, and any
registration statement filed pursuant to Rule 462(b) became or becomes
effective.

         "Preliminary Prospectus" shall mean the prospectus subject to
completion included in the Registration Statement or any amendment to such
prospectus and any prospectus filed pursuant to Rule 424(a).

         "Prospectus" shall mean the final prospectus filed with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 424(b)(1) or (4) or,
if no prospectus is required to be filed pursuant to Rule 424(b)(1) or (4), the
prospectus included in the Registration Statement.

         "Registration Statement" shall mean the registration statement referred
to in Section 2(ii) hereof, including exhibits and financial statements, as
amended at the date hereof (or, if not effective at the date hereof, in the form
in which it shall become effective) and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date, shall thereafter
mean such registration statement as so amended. Such term shall include (i) any
Rule 430A Information deemed to be included therein at the Effective Date as
provided by Rule 430A and (ii) any registration statement filed pursuant to Rule
462(b).

         "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the
Securities Act of 1933, as amended (the "1933 Act").



                                       3

<PAGE>





         "Rule 430A Information" shall mean information with respect to the
Designated Preferred Securities and the offering thereof permitted to be omitted
from the Registration Statement when it becomes effective pursuant to Rule 430A.

         Any reference herein to the Registration Statement, the Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein which were filed under the 1934 Act
or the 1934 Act Regulations (as hereafter defined) on or before the Effective
Date of the Registration Statement or the issue date of the Preliminary
Prospectus or the Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect to the Registration
Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the filing of any document under the 1934 Act or the 1934 Act
Regulations after the Effective Date of the Registration Statement or the issue
date of the Preliminary Prospectus or the Prospectus, as the case may be, then
deemed to be incorporated therein by reference; provided, however, that any
references to the "Registration Statement", "Preliminary Prospectus" or
"Prospectus" shall not be deemed to include any statements made in any
previously filed documents that are superseded or modified by statements made in
such documents or in a later filed document incorporated therein by reference,
but only to the extent that, pursuant to the 1933 Act and the 1933 Act
Regulations, such statements are not deemed to be part of the Registration
Statement, Preliminary Prospectus or Prospectus.

         2.   REPRESENTATIONS AND WARRANTIES.

         The Offerors jointly and severally represent and warrant to, and agree
with, each of the Underwriters that:

                           (i) The reports filed with the Commission by the
         Company under the 1934 Act and the rules and regulations thereunder
         (the "1934 Act Regulations") at the time they were filed with the
         Commission complied as to form in all material respects with the
         requirements of the 1934 Act and the 1934 Act Regulations and did not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances in which they
         were made, not misleading. All such reports were timely filed as
         required by the 1934 Act Regulations.

                           (ii) The Offerors meet the requirements for the use
         of Form S-3 under the 1933 Act and have prepared and filed with the
         Commission a registration statement on Form S-3 (File Numbers
         333-__________ and 333-________-01), for registration under the 1933
         Act of the offering and sale of the Designated Preferred Securities,
         the Guarantee and up to $50,600,000 aggregate principal amount of
         Debentures under the 1933 Act. The Offerors may have filed one or more
         amendments to such registration statement, including the Preliminary
         Prospectus, in each case in conformity in all material respects with
         the requirements of the 1933 Act, the rules and regulations promulgated
         thereunder (the "1933 Act Regulations") and the Trust Indenture Act of
         1939, as amended (the "Trust Indenture Act") and the rules and
         regulations thereunder. After the execution of this Agreement, the
         Offerors will file with the Commission (A) if the Registration
         Statement, as it may have been amended, has been declared by the
         Commission to be effective under the 1933 Act, a prospectus in the form
         most recently included in an amendment to the Registration Statement
         (or, if no such amendment shall have been filed, in the Registration
         Statement), with such changes or insertions as are required by Rule
         430A or permitted by Rule 424(b) and as have been provided to and not
         objected to by the Representatives prior to (or as are agreed to by the
         Representatives subsequent to) the execution of this Agreement, or (B)
         if the Registration Statement, as it may have been amended, has not
         been declared by the Commission to be effective under the 1933 Act, an
         amendment to the Registration Statement, including a form of final
         prospectus, necessary to permit the Registration Statement to become
         effective, a copy of



                                       4
<PAGE>





         which amendment has been furnished to and not objected to by the
         Representatives prior to (or is agreed to by the Representatives
         subsequent to) the execution of this Agreement. The Offerors have
         included in such registration statement, as amended at the Effective
         Date, all information (other than Rule 430A Information) required by
         the 1933 Act and the 1933 Act Regulations to be included in such
         registration statement and the Prospectus. As filed, the final
         Prospectus shall contain all Rule 430A Information, together with all
         other such required information, and, except to the extent the
         Representatives shall agree in writing to a modification, shall be in
         all substantive respects in the form furnished to you prior to the
         date hereof or, to the extent not completed at the date hereof, shall
         contain only such specific additional information and other changes
         (beyond that contained in the Prospectus and the Preliminary
         Prospectus) as the Company has advised you, prior to the date hereof,
         shall be included or made therein. Copies of such registration
         statement, including any amendments thereto and any documents
         incorporated by reference therein and the Preliminary Prospectus
         contained therein and the exhibits, financial statements and schedules
         to such registration statement, as finally amended and revised, have
         heretofore been delivered by the Offerors to the Representatives. Such
         copies are identical to the electronically transmitted copies thereof
         filed with the Commission pursuant to its Electronic Data Gathering
         Analysis and Retrieval ("EDGAR") system, except to the extent
         permitted by Regulation S-T.

                           (iii) The documents incorporated by reference in the
         Registration Statement, the Preliminary Prospectus or the Prospectus or
         from which information is so incorporated by reference, when they were
         filed with the Commission, complied in all material respects with the
         requirements of the 1934 Act and the 1934 Act Regulations, and when
         read together and with the other information in the Preliminary
         Prospectus or the Prospectus, as the case may be, at the time the
         Registration Statement became or becomes effective and at the Closing
         Date and any Option Closing Date, did not or will not, as the case may
         be, contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                           (iv) No order preventing or suspending the use of the
         Prospectus (or, if the Prospectus is not in existence, the Preliminary
         Prospectus) has been issued by the Commission, nor has the Commission,
         any state or other jurisdiction or regulatory body, to the knowledge of
         the Offerors, threatened to issue such an order or instituted
         proceedings for that purpose. The Preliminary Prospectus, at the time
         of filing thereof, (A) complied in all material respects with the
         requirements of the 1933 Act and the 1933 Act Regulations and (B) did
         not contain an untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, that this representation
         and warranty does not apply to statements or omissions made in reliance
         upon and in conformity with information furnished in writing to the
         Offerors by any of the Underwriters expressly for inclusion in the
         Prospectus beneath the heading "Underwriting" (such information
         referred to herein as the "Underwriters' Information"). Since the date
         that the Preliminary Prospectus was filed with the Commission or as of
         the date that the Prospectus and any amendment or supplement thereto
         was filed with the Commission (or, if not filed, on the date provided
         by the Offerors to the Underwriters in connection with the offering and
         sale of the Designated Preferred Securities), as the case may be, no
         event has occurred which should have been set forth in an amendment or
         supplement to the Preliminary Prospectus or the Prospectus which has
         not been set forth in the Preliminary Prospectus, the Prospectus or
         such an amendment or supplement. The Preliminary Prospectus and the
         Prospectus will be identical to the electronically transmitted copies
         thereof filed with the Commission pursuant to its EDGAR system, except
         to the extent permitted by Regulation S-T.


                                       5
<PAGE>

                           (v) The Registration Statement has been declared
         effective under the 1933 Act, and no post-effective amendment to the
         Registration Statement has been filed with the Commission as of the
         date of this Agreement. No stop order suspending the effectiveness of
         the Registration Statement has been issued and no proceeding for that
         purpose has been instituted or, to the Company's knowledge, threatened
         by the Commission, any state or other jurisdiction or other regulatory
         body. At the Effective Date and at all times subsequent thereto, up to
         and including the Closing Date and, if applicable, the Option Closing
         Date, the Registration Statement and any post-effective amendment
         thereto (A) complied and will comply in all material respects with the
         requirements of the 1933 Act, the 1933 Act Regulations and the Trust
         Indenture Act (and the rules and regulations thereunder) and (B) did
         not and will not contain an untrue statement of a material fact or omit
         to state a material fact required to be stated therein or necessary to
         make the statements therein not misleading; provided, however, that
         this representation and warranty does not apply to Underwriters'
         Information. At the Effective Date, if the Prospectus is not required
         to be filed pursuant to Rule 424(b) or at the date of filing the
         Prospectus pursuant to Rule 424(b), whichever is applicable, and at all
         times when the Prospectus is required to be delivered in connection
         with offers and sales of Designated Preferred Securities, including,
         without limitation, the Closing Date and, if applicable, the Option
         Closing Date, the Prospectus, as amended or supplemented, (A) complied
         and will comply in all material respects with the requirements of the
         1933 Act and the 1933 Act Regulations and the Trust Indenture Act (and
         the rules and regulations thereunder) and (B) did not contain and will
         not contain an untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, that this representation
         and warranty does not apply to Underwriters' Information. Since the
         date that the Registration Statement was filed with the Commission, no
         event has or will have occurred which should have been set forth in an
         amendment or supplement to the Registration Statement which has not
         then been set forth in such an amendment or supplement. The
         Registration Statement will be identical to the electronically
         transmitted copy thereof filed with the Commission pursuant to its
         EDGAR system, except to the extent permitted by Regulation S-T. As of
         the date hereof and at all times when the Prospectus is required to be
         delivered in connection with offers and sales of Designated Preferred
         Securities, including, without limitation, the Closing Date and, if
         applicable, the Option Closing Date, the Trust Agreement, the Indenture
         and the Guarantee did or will comply in all material respects with the
         applicable requirements of the Trust Indenture Act and the rules
         thereunder.

                           (vi) The Company is duly organized and validly
         existing under the laws of the State of Michigan, with full corporate
         and other power and authority to own, lease and operate its properties
         and conduct its business as described in and contemplated by the
         Registration Statement and the Prospectus (or, if the Prospectus is not
         in existence, in the Preliminary Prospectus) and as currently being
         conducted and is duly registered as a bank holding company under the
         Bank Holding Company Act of 1956, as amended (the "BHC Act").

                                 (A) The Trust has been duly created and is
              validly existing as a statutory trust in good standing under the
              Delaware Statutory Trust Act with the power and authority (trust
              and other) to own its property and conduct its business as
              described in the Registration Statement and the Prospectus (or, if
              the Prospectus is not in existence, in the Preliminary
              Prospectus), to issue and sell its common securities (the "Common
              Securities") to the Company pursuant to the Trust Agreement, to
              issue and sell the Designated Preferred Securities, to enter into
              and perform its obligations under this Agreement and to consummate
              the transactions herein contemplated; the Trust has no
              subsidiaries and is duly qualified to transact business and is in
              good standing in each jurisdiction in which the conduct of its
              business or the ownership of its property requires


                                       6

<PAGE>

              such qualification, except to the extent that the failure to
              be so qualified or be in good standing would not have, either
              individually or in the aggregate, a material adverse effect on
              the Trust; the Trust has conducted and will conduct no
              business other than the transactions contemplated by this
              Agreement and described in the Prospectus (or, if the
              Prospectus is not in existence, in the Preliminary
              Prospectus); the Trust is not a party to or bound by any
              agreement or instrument other than this Agreement, the Trust
              Agreement among the Administrative Trustees, the Company and
              U.S. Bank Trust National Association, dated February 26, 2003
              (the "Original Trust Agreement") and the agreements and
              instruments contemplated by the Trust Agreement and described
              in the Prospectus (or, if the Prospectus is not in existence,
              in the Preliminary Prospectus); the Trust has no liabilities
              or obligations other than those arising out of the
              transactions contemplated by this Agreement and the Trust
              Agreement and described in the Prospectus (or, if the
              Prospectus is not in existence, in the Preliminary
              Prospectus); the Trust is not a party to or subject to any
              action, suit or proceeding of any nature; the Trust is, and at
              the Closing Date or any Option Closing Date will be,
              classified as a grantor trust for United States federal income
              tax purposes; the Trust is not, and at the Closing Date or any
              Option Closing Date will not be, classified as an association
              taxable as a corporation for United States federal income tax
              purposes; and the Trust is, and as of the Closing Date or any
              Option Closing Date will be, treated as a consolidated
              subsidiary of the Company pursuant to generally accepted
              accounting principles.

                           (vii) The Company currently has only the subsidiaries
         identified on Exhibit A attached hereto and incorporated herein (the
         "Subsidiaries"). The Company does not own or control, directly or
         indirectly, more than 5% of any class of equity security of any
         corporation, association or other entity other than the Subsidiaries.
         Each Subsidiary is a corporation, Delaware statutory trust or bank duly
         organized or incorporated, as the case may be, validly existing and in
         good standing under the laws of its respective jurisdiction of
         organization. Each such Subsidiary has full corporate and other power
         and authority to own, lease and operate its properties and to conduct
         its business as described in and contemplated by the Registration
         Statement and the Prospectus (or, if the Prospectus is not in
         existence, in the Preliminary Prospectus) and as currently being
         conducted. The deposit accounts of Independent Bank, Independent Bank
         West Michigan, Independent Bank South Michigan and Independent Bank
         East Michigan (each, a "Bank," and collectively, the "Banks") are
         insured by the Bank Insurance Fund administered by the Federal Deposit
         Insurance Corporation (the "FDIC") up to the maximum amount provided by
         law; and no proceedings for the modification, termination or revocation
         of any such insurance are pending or, to the knowledge of the Offerors,
         threatened.

                           (viii) The Company and each of the Subsidiaries is
         duly qualified to transact business as a foreign corporation, bank or
         Delaware statutory trust, as the case may be, and is in good standing
         in each other jurisdiction in which it owns or leases property or
         conducts its business so as to require such qualification and in which
         the failure to so qualify would, individually or in the aggregate, have
         a material adverse effect on the condition (financial or otherwise),
         earnings, affairs, business, prospects or results of operations of the
         Company and the Subsidiaries on a consolidated basis. All of the issued
         and outstanding shares of capital stock, equity securities or
         membership interests of the Subsidiaries (A) have been duly authorized
         and are validly issued, (B) are fully paid and nonassessable except to
         the extent such shares may be deemed assessable under 12 U.S.C. Section
         1831 or under Section 201 of the Michigan Banking Code of 1969, as
         amended (M.C.L.A. Section 487.501), and (C) are wholly owned, directly
         or indirectly, by the Company free and clear of any security interest,
         mortgage, pledge, lien, encumbrance, restriction upon voting or
         transfer, preemptive rights, claim or equity or other defect.


                                       7
<PAGE>





                           (ix) The capital stock of the Company and the equity
         securities of the Trust conform to the description thereof contained in
         the Prospectus (or, if the Prospectus is not in existence, in the
         Preliminary Prospectus). The outstanding shares of capital stock and
         equity securities of each Offeror have been duly authorized and validly
         issued and are fully paid and nonassessable, and no such shares were
         issued in violation of the preemptive or similar rights of any security
         holder of an Offeror. No person has any preemptive or similar right to
         purchase any shares of capital stock or equity securities of the
         Offerors. Except as disclosed in the Prospectus (or, if the Prospectus
         is not in existence, in the Preliminary Prospectus) or issuable
         pursuant to compensatory plans or other programs disclosed in the
         Prospectus and the Preliminary Prospectus, and except for stock options
         granted to non-employee directors and officers of the Company, there
         are no outstanding rights, options or warrants to acquire any
         securities of the Offerors or the Subsidiaries, and there are no
         outstanding securities convertible into or exchangeable for any
         securities of the Offerors or the Subsidiaries and no restrictions upon
         the voting or transfer of any capital stock of the Company or equity
         securities of the Trust pursuant to the Company's charter or bylaws,
         the Trust Agreement or any agreement or other instrument to which an
         Offeror is a party or by which an Offeror is bound. As of the date set
         forth therein, the Company had an authorized and outstanding
         capitalization as set forth in the Registration Statement and the
         Prospectus (or, if the Prospectus is not in existence, in the
         Preliminary Prospectus) and the capitalization of the Company
         immediately following the Effective Time will be as set forth in the
         Prospectus.

                           (x)   The Trust has all requisite trust power and
         authority to issue, sell and deliver the Designated Preferred
         Securities in accordance with and upon the terms and conditions set
         forth in this Agreement, the Trust Agreement, the Registration
         Statement and the Prospectus (or, if the Prospectus is not in
         existence, in the Preliminary Prospectus). All corporate and trust
         action required to be taken by the Offerors for the authorization,
         issuance, sale and delivery of the Designated Preferred Securities in
         accordance with such terms and conditions has been validly and duly
         taken. The Designated Preferred Securities, when delivered and paid for
         in accordance with this Agreement, will be duly and validly issued and
         outstanding, will represent valid fully paid and nonassessable
         undivided beneficial interests in the assets of the Trust, will be
         entitled to the benefits of the Trust Agreement pertaining to holders
         of Preferred Securities, will not be issued in violation of or subject
         to any preemptive or similar rights, and will conform to the
         description thereof in the Registration Statement and the Prospectus
         (or, if the Prospectus is not in existence, in the Preliminary
         Prospectus) and the Trust Agreement. None of the Designated Preferred
         Securities, immediately prior to delivery, will be subject to any
         security interest, lien, mortgage, pledge, encumbrance, restriction
         upon voting or transfer, preemptive rights, claim, equity or other
         defect.

                                 (A) The Debentures have been duly and validly
              authorized, and, when duly and validly executed, authenticated and
              issued as provided in the Indenture and delivered to the Trust
              pursuant to the Trust Agreement, will constitute valid and legally
              binding obligations of the Company, enforceable against the
              Company in accordance with their terms, except to the extent that
              enforcement thereof may be limited by and/or subject to
              bankruptcy, insolvency, reorganization or similar laws affecting
              the rights of creditors generally and subject to general
              principles of equity, will be in the form contemplated by, and
              entitled to the benefits pertaining to holders of Debentures under
              the Indenture, will conform to the description thereof contained
              in the Prospectus (or, if the Prospectus is not in existence, in
              the Preliminary Prospectus) and will be owned by the Trust free
              and clear of any security interest, mortgage, pledge, lien,
              encumbrance, restriction upon transfer, preemptive rights, claim,
              equity or other defect.


                                       8
<PAGE>


                                 (B) The Guarantee has been duly and validly
              authorized, and, when duly and validly executed and delivered to
              the guarantee trustee for the benefit of the Trust, will
              constitute a valid and legally binding obligation of the Company,
              enforceable against the Company in accordance with its terms
              except to the extent that enforcement thereof may be limited by
              bankruptcy, insolvency, reorganization or similar laws affecting
              the rights of creditors generally and subject to general
              principles of equity, and will conform to the description thereof
              contained in the Prospectus (or, if the Prospectus is not in
              existence, in the most recent preliminary prospectus).

                                 (C) The Agreement as to Expenses and
              Liabilities between the Company and the Trust (the "Expense
              Agreement") has been duly and validly authorized, and, when duly
              and validly executed and delivered by the Company, will constitute
              a valid and legally binding obligation of the Company, enforceable
              against the Company in accordance with its terms, except to the
              extent that enforcement thereof may be limited by bankruptcy,
              insolvency, reorganization or similar laws affecting the rights of
              creditors generally and subject to general principles of equity,
              and will conform to the description thereof contained in the
              Prospectus (or, if the Prospectus is not in existence, in the most
              recent preliminary prospectus).

                           (xi) The Offerors and the Subsidiaries have complied
         with all federal, state and local statutes, regulations, ordinances and
         rules as now in effect and applicable to the ownership and operation of
         their properties or the conduct of their businesses as described in and
         contemplated by the Registration Statement and the Prospectus (or, if
         the Prospectus is not in existence, in the Preliminary Prospectus) and
         as currently being conducted, except in each case for any such
         noncompliance which would not, individually or in the aggregate, have a
         material adverse effect on the condition (financial or otherwise),
         business, prospects, or results of operations of the Company and the
         Subsidiaries on a consolidated basis. Neither the Company nor any
         non-banking Subsidiary engages directly or indirectly in any activity
         prohibited by the Board of Governors of the Federal Reserve System (the
         "FRB") or the BHC Act or the regulations promulgated thereunder.

                           (xii) The Offerors and the Subsidiaries have all
         permits, easements, consents, licenses, franchises and other
         governmental and regulatory authorizations from all appropriate
         foreign, federal, state, local or other public authorities ("Permits")
         as are necessary to own and lease their properties and conduct their
         businesses in the manner described in and contemplated by the
         Registration Statement and the Prospectus (or, if the Prospectus is not
         in existence, in the Preliminary Prospectus) and as currently being
         conducted, except where the failure to obtain or possess any Permit
         would not, individually or in the aggregate, have a material adverse
         effect on the condition (financial or otherwise), business, prospects,
         or results of operations of the Company and the Subsidiaries on a
         consolidated basis. All such Permits are in full force and effect and
         each of the Offerors and the Subsidiaries are in all material respects
         complying therewith, and no event has occurred that allows, or after
         notice or lapse of time would allow, revocation or termination thereof
         or will result in any other impairment of the rights of the holder of
         any such Permit, except where such revocation, termination or
         impairment would not, individually or in the aggregate, have a material
         adverse effect on the condition (financial or otherwise), business,
         prospects, or results of operations of the Company and the Subsidiaries
         on a consolidated basis. Such Permits contain no restrictions that
         would impair the ability of the Company or the Subsidiaries to conduct
         their businesses in the manner consistent with their past practices.
         Neither the Offerors nor any of the Subsidiaries have received notice
         or otherwise have knowledge of any proceeding or action relating to the
         revocation or modification of any such Permit.


                                       9
<PAGE>





                           (xiii) Neither of the Offerors nor any of the
         Subsidiaries are in breach or violation of their corporate charter,
         by-laws or other governing documents (including without limitation, the
         Original Trust Agreement) in any material respect. Neither of the
         Offerors nor any of the Subsidiaries is, and to the knowledge of the
         Offerors no other party is, in violation, breach or default (with or
         without notice or lapse of time or both) in the performance or
         observance of any term, covenant, agreement, obligation,
         representation, warranty or condition contained in (A) any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease, franchise, license, Permit or any other agreement or instrument
         to which it is a party or by which it or any of its properties may be
         bound, which such breach, violation or default would, individually or
         in the aggregate with other breaches, violations or defaults, have a
         material adverse effect on the condition (financial or otherwise),
         earnings, affairs, business, prospects or results of operations of the
         Company and the Subsidiaries on a consolidated basis, and to the
         knowledge of the Offerors, no other party has asserted that the
         Offerors or any of the Subsidiaries is in such violation, breach or
         default, or (B) except as disclosed in the Prospectus (or if the
         Prospectus is not in existence, the Preliminary Prospectus), any order,
         decree, judgment, rule or regulation of any court, arbitrator,
         government, or governmental agency or instrumentality, domestic or
         foreign, having jurisdiction over any of the Offerors or the
         Subsidiaries or any of their respective properties, the breach,
         violation or default of which would, individually or in the aggregate
         with other breaches, violations or defaults, have a material adverse
         effect on the condition (financial or otherwise), earnings, affairs,
         business, prospects or results of operations of the Company and the
         Subsidiaries on a consolidated basis.

                           (xiv) The execution, delivery and performance of this
         Agreement and the consummation of the transactions contemplated by this
         Agreement, the Trust Agreement, the Guarantee, the Indenture, the
         Expense Agreement, the Registration Statement and the Prospectus (or,
         if the Prospectus is not in existence, in the Preliminary Prospectus)
         (including, without limitation, the issuance and sale of the Designated
         Preferred Securities and the use of proceeds from the sale of the
         Designated Preferred Securities as described in the Prospectus under
         the caption "Use of Proceeds") do not and will not conflict with,
         result in the creation or imposition of any material lien, claim,
         charge, encumbrance or restriction upon any property or assets of the
         Offerors or the Subsidiaries or the Designated Preferred Securities
         pursuant to, constitute a breach or violation of, or constitute a
         default under, with or without notice or lapse of time or both, any of
         the terms, provisions or conditions of (A) the charter or by-laws of
         the Company or the Subsidiaries, (B) any contract, indenture, mortgage,
         deed of trust, loan or credit agreement, note, lease, franchise,
         license, Permit or any other agreement or instrument to which any of
         the Offerors or the Subsidiaries is a party or by which any of them or
         any of their respective properties may be bound, or (C) any order,
         decree, judgment, rule or regulation of any court, arbitrator,
         government, or governmental agency or instrumentality, domestic or
         foreign, having jurisdiction over any of the Offerors or the
         Subsidiaries or any of their respective properties, which conflict,
         creation, imposition, breach, violation or default would have, either
         individually or in the aggregate, a material adverse effect on the
         condition (financial or otherwise), business, prospects or results of
         operations of the Offerors and the Subsidiaries on a consolidated
         basis. No authorization, approval, consent or order of or filing,
         registration or qualification with, any person (including, without
         limitation, any court, governmental body or authority) is required in
         connection with the transactions contemplated by this Agreement, the
         Trust Agreement, the Indenture, the Guarantee, the Expense Agreement,
         the Registration Statement and the Prospectus (or the Preliminary
         Prospectus), except such as have been obtained under the 1933 Act and
         the Trust Indenture Act and from the Nasdaq National Market relating to
         the listing of the Designated Preferred Securities, and such as may be
         required under state securities laws or Interpretations or Rules of the
         National Association of Securities Dealers, Inc. ("NASD") in connection
         with the purchase and distribution of the Designated Preferred
         Securities by the Underwriters.



                                       10
<PAGE>





                           (xv) The Company has all requisite corporate power
         and authority and the Trust has all requisite trust power and authority
         to enter into this Agreement and this Agreement has been duly and
         validly authorized, executed and delivered by the Offerors and
         constitutes the legal, valid and binding agreement of the Offerors,
         enforceable against the Offerors in accordance with its terms, except
         as the enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization or similar laws affecting the rights of creditors
         generally and subject to general principles of equity and except as any
         indemnification or contribution provisions thereof may be limited under
         applicable securities laws. The Company has all requisite corporate
         power and authority to enter into the Indenture, the Trust Agreement,
         the Guarantee and the Expense Agreement and each of the Indenture, the
         Trust Agreement, the Guarantee and the Expense Agreement has been duly
         and validly authorized by the Company, and, when executed and delivered
         by the Company on the Closing Date, each of said agreements will
         constitute a valid and legally binding obligation of the Company and
         will be enforceable against the Company in accordance with its terms,
         except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization or similar laws affecting the rights of
         creditors generally and subject to general principles of equity and
         except as any indemnification or contribution provisions thereof may be
         limited under applicable securities laws. Each of the Indenture, the
         Trust Agreement and the Guarantee has been duly qualified under the
         Trust Indenture Act and will conform to the description thereof
         contained in the Prospectus.

                           (xvi) The Company and the Subsidiaries have good and
         marketable title in fee simple to all real property and good title to
         all personal property owned by them and material to their business, in
         each case free and clear of all security interests, liens, mortgages,
         pledges, encumbrances, restrictions, claims, equities and other
         defects, except such as are referred to in the Prospectus (or, if the
         Prospectus is not in existence, in the Preliminary Prospectus) or such
         as do not materially affect the value of such property in the aggregate
         and do not materially interfere with the use made or proposed to be
         made of such property; and all of the leases under which the Company or
         the Subsidiaries hold real or personal property are valid and existing
         leases, enforceable against the parties thereto, and in full force and
         effect with such exceptions as are not material and do not materially
         interfere with the use made or proposed to be made of such real or
         personal property, and neither the Company nor any of the Subsidiaries
         is in default of any of the terms or provisions of any leases, except,
         in each case, where the existence of such default would not,
         individually or in the aggregate, have a material adverse effect on the
         condition (financial or otherwise), business, prospects, or results of
         operations of the Company and the Subsidiaries on a consolidated basis.

                           (xvii) KPMG LLP, who have certified certain of the
         consolidated financial statements of the Company and the Subsidiaries
         including the notes thereto, included or incorporated by reference in
         the Registration Statement and Prospectus, are independent public
         accountants with respect to the Company and the Subsidiaries, as
         required by the 1933 Act and the 1933 Act Regulations.

                                 (xviii) The consolidated financial statements,
         including the notes thereto, incorporated by reference in the
         Registration Statement and the Prospectus (or, if the Prospectus is not
         in existence, in the Preliminary Prospectus) with respect to the
         Company and the Subsidiaries comply with all applicable requirements of
         the 1933 Act and the 1933 Act Regulations and present fairly the
         consolidated financial position of the Company and the Subsidiaries as
         of the dates indicated and the consolidated statements of financial
         condition, operations, cash flows and shareholders' equity of the
         Company and the Subsidiaries for the periods specified and have been
         prepared in conformity with generally accepted accounting principles
         applied on a consistent basis. The selected consolidated financial data
         concerning the



<PAGE>


         Company and the Subsidiaries included in the Registration Statement and
         the Prospectus (or, if the Prospectus is not in existence, in the
         Preliminary Prospectus) comply with all applicable requirements of the
         1933 Act and the 1933 Act Regulations, present fairly the information
         set forth therein, have been derived from the financial statements or
         operating records of the Company and have been compiled on a basis
         consistent with that of the consolidated financial statements of the
         Company and the Subsidiaries in the Registration Statement and the
         Prospectus (or, if the Prospectus is not in existence, in the
         Preliminary Prospectus). The other financial, statistical and numerical
         information included in the Registration Statement and the Prospectus
         (or the Preliminary Prospectus) is accurate in all material respects,
         complies with all applicable requirements of the 1933 Act and the 1933
         Act Regulations, presents fairly the information shown therein, and to
         the extent applicable has been compiled on a basis consistent with the
         consolidated financial statements of the Company and the Subsidiaries
         included in the Registration Statement and the Prospectus (or, if the
         Prospectus is not in existence, in the Preliminary Prospectus).

                           (xix) Since the respective dates as of which
         information is given in the Registration Statement and the Prospectus
         (or, if the Prospectus is not in existence, in the Preliminary
         Prospectus), except as otherwise stated therein:

                                 (A) neither of the Offerors nor any of the
              Subsidiaries has sustained any loss or interference with its
              business from fire, explosion, flood or other calamity, whether or
              not covered by insurance, or from any labor dispute or court or
              governmental action, order or decree which is material,
              individually or in the aggregate, to the condition (financial or
              otherwise), earnings, affairs, business, prospects or results of
              operations of the Company and the Subsidiaries on a consolidated
              basis;

                                 (B) there has not been any material adverse
              change in, or any development which is reasonably likely to have a
              material adverse effect on, the condition (financial or
              otherwise), earnings, affairs, business, prospects or results of
              operations of the Company and the Subsidiaries on a consolidated
              basis, whether or not arising in the ordinary course of business;

                                 (C) neither of the Offerors nor any of the
              Subsidiaries has incurred any liabilities or obligations, direct
              or contingent, or entered into any material transactions, other
              than in the ordinary course of business, which are material,
              individually or in the aggregate, to the condition (financial or
              otherwise), earnings, affairs, business, prospects or results of
              operations of the Company and the Subsidiaries on a consolidated
              basis;

                                 (D) neither of the Offerors has declared or
              paid any dividend other than the Company's regular dividends on
              its common stock, and neither of the Offerors nor any of the
              Subsidiaries has become delinquent in the payment of principal or
              interest on any outstanding borrowings;

                                 (E) there has not been any change in the
              capital stock, equity securities, long-term debt, obligations
              under capital leases or, other than in the ordinary course of
              business, short-term borrowings of the Offerors or the
              Subsidiaries; and

                                 (F) there has not occurred any other event and
              there has arisen no set of circumstances required by the 1933 Act
              or the 1933 Act Regulations to be disclosed in the Registration
              Statement or Prospectus which has not been so set forth in the
              Registration Statement.


                                       12
<PAGE>


                           (xx) No charge, investigation, action, suit or
         proceeding is pending or, to the knowledge of the Offerors, threatened,
         against or affecting the Offerors or the Subsidiaries or any of their
         respective properties before or by any court or any regulatory,
         administrative or governmental official, commission, board, agency or
         other authority or body, or any arbitrator, wherein an unfavorable
         decision, ruling or finding could reasonably be expected to have a
         material adverse effect on the consummation of this Agreement or the
         transactions contemplated herein or the condition (financial or
         otherwise), earnings, affairs, business, prospects or results of
         operations of the Offerors and the Subsidiaries on a consolidated basis
         or which is required to be disclosed in the Registration Statement or
         the Prospectus (or, if the Prospectus is not in existence, in the
         Preliminary Prospectus) and is not so disclosed.

                           (xxi) There are no contracts or other documents
         required to be filed as exhibits to the Registration Statement by the
         1933 Act or the 1933 Act Regulations or the Trust Indenture Act (or any
         rules or regulations thereunder) which have not been filed as exhibits
         or incorporated by reference into the Registration Statement, or that
         are required to be summarized in the Prospectus (or, if the Prospectus
         is not in existence, in the Preliminary Prospectus) that are not so
         summarized.

                           (xxii) Neither of the Offerors has taken, directly or
         indirectly, any action designed to result in or which has constituted
         or which might reasonably be expected to cause or result in
         stabilization or manipulation of the price of any security of the
         Offerors to facilitate the sale or resale of the Designated Preferred
         Securities in violation of the Commission's rules and regulations,
         including, but not limited to, Regulation M, and neither of the
         Offerors is aware of any such action taken or to be taken by any
         affiliate of the Offerors.

                           (xxiii) The Offerors and the Subsidiaries own, or
         possess adequate rights to use, all patents, copyrights, trademarks,
         service marks, trade names and other rights necessary to conduct the
         businesses now conducted by them in all material respects or as
         described in the Prospectus (or, if the Prospectus is not in existence,
         in the Preliminary Prospectus) and neither the Company nor the
         Subsidiaries have received any notice of infringement or conflict with
         asserted rights of others with respect to any patents, copyrights,
         trademarks, service marks, trade names or other rights which,
         individually or in the aggregate, if the subject of an unfavorable
         decision, ruling or finding, would have a material adverse effect on
         the condition (financial or otherwise), earnings, affairs, business,
         prospects or results of operations of the Company and the Subsidiaries
         on a consolidated basis, and the Offerors do not know of any basis for
         any such infringement or conflict which, individually or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would have a material adverse effect on the condition
         (financial or otherwise), earnings, affairs, business, prospects or
         results of operations of the Company and the Subsidiaries on a
         consolidated basis.

                           (xxiv) No labor dispute involving the Company or the
         Subsidiaries exists or, to the knowledge of the Offerors, is imminent
         which would, individually or in the aggregate with other disputes, have
         a material adverse effect on the condition (financial or otherwise),
         earnings, affairs, business, prospects or results of operations of the
         Company and the Subsidiaries on a consolidated basis or which is
         required to be disclosed in the Prospectus (or, if the Prospectus is
         not in existence, in the Preliminary Prospectus). Neither the Company
         nor any of the Subsidiaries has received notice of any existing or
         threatened labor dispute by the employees of any of its principal
         suppliers, customers or contractors which would, individually or in the
         aggregate with other disputes, have a material adverse effect on the
         condition (financial or otherwise), earnings, affairs, business,
         prospects or results of operations of the Company and the Subsidiaries
         on a consolidated basis.


                                       13
<PAGE>





                           (xxv) The Offerors and the Subsidiaries have timely
         and properly prepared and filed all necessary federal, state, local and
         foreign tax returns which are required to be filed and have paid all
         taxes shown as due thereon and have paid all other taxes and
         assessments to the extent that the same shall have become due, except
         such as are being contested in good faith or where the failure to so
         timely and properly prepare and file would not, individually or in the
         aggregate, have a material adverse effect on the condition (financial
         or otherwise), earnings, affairs, business, prospects or results of
         operations of the Company and the Subsidiaries on a consolidated basis.
         The Offerors have no knowledge of any tax deficiency which has been or
         might be assessed against the Offerors or the Subsidiaries which, if
         the subject of an unfavorable decision, ruling or finding, would,
         individually or in the aggregate, have a material adverse effect on the
         condition (financial or otherwise), earnings, affairs, business,
         prospects or results of operations of the Company and the Subsidiaries
         on a consolidated basis.

                           (xxvi) Each of the material contracts, agreements and
         instruments referred to in the Registration Statement or the Prospectus
         (or, if the Prospectus is not in existence, the Preliminary
         Prospectus), and each contract, agreement and instrument filed as an
         exhibit to the Registration Statement or to the Annual Report on Form
         10-K for the year ended December 31, 2002 as filed with the Commission
         is in full force and effect and is the legal, valid and binding
         agreement of the Company or the Subsidiaries, enforceable in accordance
         with its terms, except as the enforcement thereof may be limited by
         general principles of equity, regardless of whether considered in a
         proceeding at law or in equity and by bankruptcy or other laws relating
         to or affecting creditors' rights generally, except where the
         cancellation, termination or unenforceability could not, individually
         or in the aggregate with other cancellations, terminations or
         unenforceable contracts, have a material adverse effect on the
         condition (financial or otherwise), earnings, affairs, business,
         prospects or results of operations of the Company and the Subsidiaries
         on a consolidated basis. Neither the Company nor any Subsidiary is
         (with or without notice or lapse of time or both) in breach or default
         under any such contracts, agreements or instruments described above (or
         upon consummation of the transactions contemplated by this agreement
         will be in breach or default thereunder) and, to the knowledge of the
         Offerors, no other party to any such agreement is (with or without
         notice or lapse of time or both) in breach or default thereunder,
         except, in any case, where the default or breach could not,
         individually or in the aggregate with other defaults or breaches, have
         a material adverse effect on the condition (financial or otherwise),
         business, prospects, or results of operations of the Company and the
         Subsidiaries on a consolidated basis.

                           (xxvii) No relationship, direct or indirect, exists
         between or among the Company or the Subsidiaries, on the one hand, and
         the directors, officers, trustees, shareholders, customers or suppliers
         of the Company or the Subsidiaries, on the other hand, which is
         required to be described in the Registration Statement and the
         Prospectus (or, if the Prospectus is not in existence, in the
         Preliminary Prospectus) which is not adequately described therein to
         satisfy the requirements of the 1933 Act and the 1933 Act Regulations.

                           (xxviii) No person has the right to request or
         require the Offerors or the Subsidiaries to register any securities for
         offering and sale under the 1933 Act by reason of the filing of the
         Registration Statement with the Commission or the issuance and sale of
         the Designated Preferred Securities.

                           (xxix) Neither the Company nor any officer or
         director of the Company has (A) made any sale of the Designated
         Securities except pursuant to the Prospectus, or (B) made any offer of
         the Designated Securities in violation of the 1933 Act or the 1933 Act
         Regulations.


                                       14
<PAGE>





                           (xxx) The Designated Preferred Securities have been
         approved for quotation on the Nasdaq National Market subject to
         official notice of issuance.

                           (xxxi) Except as described in the Prospectus (or, if
         the Prospectus is not in existence, in the Preliminary Prospectus),
         there are no contractual encumbrances or restrictions or material legal
         restrictions required to be described therein, on the ability of the
         Subsidiaries (A) to pay dividends or make any other distributions on
         its capital stock or to pay any indebtedness owed to the Company, (B)
         to make any loans or advances to, or investments in, the Company or (C)
         to transfer any of their property or assets to the Company.

                           (xxxii) Neither of the Offerors is, or intends to
         conduct business in a manner which would cause it to become, an
         "investment company," an entity "controlled" by an "investment company"
         or an "investment adviser" within the meaning of the Investment Company
         Act of 1940, as amended (the "Investment Company Act") or the
         Investment Advisers Act of 1940, as amended (the "Investment Advisers
         Act").

                           (xxxiii) The Offerors have not distributed and will
         not distribute prior to the Closing Date or, if applicable, the Option
         Closing Date, any prospectus in connection with the Offering, other
         than the Preliminary Prospectus, the Prospectus, the Registration
         Statement and the other materials permitted by the 1933 Act and the
         1933 Act Regulations and reviewed by or on behalf of the
         Representatives.

                           (xxxiv) The activities of the Company and the
         Subsidiaries are permitted under applicable federal and state banking
         laws and regulations. The Company has all necessary approvals,
         including the approval of the FDIC, the FRB and the Michigan Office of
         Financial and Insurance Services, Division of Financial Services
         ("OFIS") as applicable, to own the capital stock of the Subsidiaries.
         Neither the Company nor any of the Subsidiaries is a party or subject
         to any agreement or memorandum with, or directive or other order issued
         by, the FDIC, the FRB, the OFIS or other regulatory authority having
         jurisdiction over it (each, a "Regulator," and collectively, the
         "Regulators"), which imposes any restrictions or requirements not
         generally applicable to entities of the same type as the Company and
         the Subsidiaries. Neither the Company nor any Subsidiary is subject to
         any directive from any Regulator to make any material change in the
         method of conducting their respective businesses, and no such directive
         is pending or threatened by such Regulators.

                           (xxxv) Other than as contemplated by this Agreement
         and as disclosed in the Registration Statement, the Company has not
         incurred any liability for any finder's or broker's fee or agent's
         commission in connection with the execution and delivery of this
         Agreement or the consummation of the transactions contemplated thereby.

                           (xxxvi) No report or application filed by the Company
         or any of its Subsidiaries with the FDIC, the FRB, the OFIS or any
         other Regulator, as of the date it was filed or amended, contained an
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading when made or failed to comply in all material
         respects with the applicable requirements of the FDIC, the FRB, the
         OFIS or such other Regulator, as the case may be.

                           (xxxvii) Based upon current guidelines of the FRB,
         proceeds from the sale of the Debentures will constitute "Tier 1"
         capital (as defined in 12 C.F.R. Part 225), subject to applicable
         regulatory restrictions on the amount thereof that can be included in
         Tier 1 capital.


                                       15
<PAGE>





                           (xxxviii) None of the Offerors, the Subsidiaries or,
         to the knowledge of the Offerors, any other person associated with or
         acting on behalf of the Offerors or any of the Subsidiaries, including,
         without limitation, any director, officer, agent, or employee of any of
         the Subsidiaries or the Company has, directly or indirectly, while
         acting on behalf of such Offeror or Subsidiary (i) used any corporate
         funds for unlawful contributions, gifts, entertainment, or other
         unlawful expenses relating to political activity; (ii) made any
         unlawful contribution to any candidate for foreign or domestic office,
         or to any foreign or domestic government officials or employees or
         other person charged with similar public or quasi-public duties, other
         than payments required or permitted by the laws of the United States or
         any jurisdiction thereof or to foreign or domestic political parties or
         campaigns from corporate funds, or failed to disclose fully any
         contribution in violation of law; (iii) violated any provision of the
         Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any
         other payment of funds for either or both of the Offerors or a
         Subsidiary or retained any funds which constitute a violation of any
         law, rule or regulation or which was or is required to be disclosed in
         the Registration Statement or the Prospectus pursuant to the
         requirements of the 1933 Act or the 1933 Act Regulations.

                           (xxxix) Neither the Company nor any Subsidiary has
         any liability under any "pension plan", as defined in the Employee
         Retirement Income Security Act of 1974, as amended ("ERISA"). The
         employee benefit plans, including employee welfare benefit plans, of
         the Company and each of the Subsidiaries (the "Employee Plans") have
         been operated in material compliance with the applicable provisions of
         ERISA, the Internal Revenue Code of 1986, as amended (the "Code"), all
         regulations, rulings and announcements promulgated or issued thereunder
         and all other applicable governmental laws and regulations (except to
         the extent such noncompliance could not have a material adverse effect
         upon the condition (financial or otherwise) earnings, affairs,
         business, prospects or results of operations of the Offerors or the
         Subsidiaries). No reportable event under Section 4043(c) of ERISA has
         occurred with respect to any Employee Plan of the Company or any of the
         Subsidiaries for which the reporting requirements have not been waived
         by the Pension Benefit Guaranty Corporation (except to the extent that
         the occurrence of such unwaived reportable event could not have a
         material adverse effect on the condition (financial or otherwise),
         earnings, affairs, business, prospects or results of operations of the
         Company and the Subsidiaries on a consolidated basis). No prohibited
         transaction under Section 406 of ERISA, for which an exemption does not
         apply, has occurred with respect to any Employee Plan of the Company or
         any of the Subsidiaries (except to the extent that the occurrence of
         such non-exempt prohibited transaction could not have a material
         adverse effect upon the condition (financial or otherwise) earnings,
         affairs, business, prospects or results of operations of the Offerors
         or the Subsidiaries). There are no pending or, to the knowledge of the
         Offerors, threatened, claims by or on behalf of any Employee Plan, by
         any employee or beneficiary covered under any such Employee Plan or by
         any governmental authority or otherwise involving such Employee Plans
         or any of their respective fiduciaries (other than for routine claims
         for benefits). All Employee Plans that are group health plans have been
         operated in material compliance with the group health plan continuation
         coverage requirements of Section 4980B of the Code.

         (xl) The Company and each of the Subsidiaries maintains a system of
         internal accounting controls sufficient to provide reasonable assurance
         that (A) transactions are executed in accordance with management's
         general or specific authorizations, (B) transactions are recorded as
         necessary to permit preparation of financial statements in conformity
         with generally accepted accounting principles and to maintain
         accountability for assets, (C) access to assets is permitted only in
         accordance with management's general or specific authorization, and (D)
         the recorded accounts for assets is compared with the existing assets
         at reasonable intervals and appropriate action is taken with respect
         thereto. The books, records and accounts and systems of internal


                                       16
<PAGE>





         accounting controls of the Company and its Subsidiaries comply in all
         material respects with the requirements of Section 13(b)(2) of the 1934
         Act.

                           (xli) Neither the Company nor any Subsidiary has any
         agreement or understanding with any person (A) concerning the future
         acquisition by the Company or the Banks of a controlling interest in
         any entity or (B) concerning the future acquisition by any person of a
         controlling interest in the Company or any Subsidiary, in either case
         that is required by the 1933 Act or the 1933 Act Regulations to be
         disclosed by the Company that is not disclosed in the Prospectus.

         3.   OFFERING BY THE UNDERWRITERS.

         After the Effective Date or, if the Registration Statement is already
effective, after this Agreement becomes effective, the Underwriters propose to
offer the Firm Preferred Securities for sale to the public upon the terms and
conditions set forth in the Prospectus. The Underwriters may from time to time
thereafter reduce the public offering price and change the other selling terms;
provided, the proceeds to the Trust shall not be reduced as a result of such
reduction or change. Because the NASD is expected to view the Preferred
Securities as interests in a direct participation program, the offering of the
Preferred Securities is being made in compliance with the applicable provisions
of Rule 2810 of the NASD's conduct rules.

         The Underwriters may reserve and sell such of the Designated Preferred
Securities purchased by the Underwriters as the Underwriters may elect to
dealers chosen by them (the "Selected Dealers") at the public offering price set
forth in the Prospectus less the applicable Selected Dealers' concessions set
forth therein, for re-offering by Selected Dealers to the public at the public
offering price. The Underwriters may allow, and Selected Dealers may re-allow, a
concession set forth in the Prospectus to certain other brokers and dealers.

         4.   CERTAIN COVENANTS OF THE OFFERORS.

         The Offerors jointly and severally covenant with the Underwriters as
follows:

              (a)   The Offerors shall use their best efforts to cause the
Registration Statement and any amendments thereto, if not effective at the time
of execution of this Agreement, to become effective as promptly as possible. If
the Registration Statement has become or becomes effective pursuant to Rule 430A
and information has been omitted therefrom in reliance on Rule 430A, then, the
Offerors will prepare and file in accordance with Rule 430A and Rule 424(b)
copies of the Prospectus or, if required by Rule 430A, a post-effective
amendment to the Registration Statement (including the Prospectus) containing
all information so omitted and will provide evidence satisfactory to the
Representatives of such timely filing.

              (b)    The Offerors shall notify you immediately, and confirm such
notice in writing:

                     (i) when the Registration Statement, or any post-effective
              amendment to the Registration Statement, has become effective, or
              when the Prospectus or any supplement to the Prospectus or any
              amended Prospectus has been filed;

                     (ii) of the receipt of any comments or requests from the
              Commission;

                     (iii) of any request of the Commission to amend or
              supplement the Registration Statement, the Preliminary Prospectus
              or the Prospectus or for additional information; and

                                       17

<PAGE>


                     (iv) of the issuance by the Commission or any state or
              other regulatory body of any stop order or other order suspending
              the effectiveness of the Registration Statement, preventing or
              suspending the use of the Preliminary Prospectus or the
              Prospectus, or suspending the qualification of any of the
              Designated Preferred Securities for offering or sale in any
              jurisdiction or the institution or threat of institution of any
              proceedings for any of such purposes. The Offerors shall use their
              best efforts to prevent the issuance of any such stop order or of
              any other such order and if any such order is issued, to cause
              such order to be withdrawn or lifted as soon as possible.

              (c)     The Offerors shall furnish to the Underwriters, from time
to time without charge, as soon as available, as many copies as the Underwriters
may reasonably request of (i) the registration statement as originally filed and
of all amendments thereto, in executed form, including exhibits, whether filed
before or after the Registration Statement becomes effective, (ii) all exhibits
and documents incorporated therein or filed therewith, (iii) all consents and
certificates of experts in executed form, (iv) the Preliminary Prospectus and
all amendments and supplements thereto, and (v) the Prospectus, and all
amendments and supplements thereto.

              (d)     During the time when a prospectus is required to be
delivered under the 1933 Act, the Offerors shall comply with the 1933 Act and
the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to
permit the completion of the distribution of the Designated Preferred Securities
as contemplated herein and in the Trust Agreement and the Prospectus. The
Offerors shall not file any amendment to the registration statement as
originally filed or to the Registration Statement and shall not file any
amendment thereto or make any amendment or supplement to the Preliminary
Prospectus or to the Prospectus of which you shall not previously have been
advised in writing and provided a copy a reasonable time prior to the proposed
filings thereof or to which you or counsel for the Underwriters shall reasonably
object. If it is necessary, in the Company's reasonable opinion or in the
reasonable opinion of the Company's counsel, to amend or supplement the
Registration Statement or the Prospectus in connection with the distribution of
the Designated Preferred Securities, the Offerors shall forthwith at their cost
and expense amend or supplement the Registration Statement or the Prospectus, as
the case may be, by preparing and filing with the Commission (provided the
Underwriters or counsel for the Underwriters does not reasonably object), and
furnishing to you such number of copies as you may reasonably request of an
amendment or amendments of, or a supplement or supplements to, the Registration
Statement or the Prospectus, as the case may be (in form and substance
reasonably satisfactory to you and counsel for the Underwriters). If any event
shall occur as a result of which it is necessary to amend or supplement the
Prospectus to correct an untrue statement of a material fact or to include a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if for any reason
it is necessary at any time to amend or supplement the Prospectus to comply with
the 1933 Act and the 1933 Act Regulations, the Offerors shall, subject to the
second sentence of this subsection (d), forthwith at their cost and expense
amend or supplement the Prospectus by preparing and filing with the Commission,
and furnishing to you, such number of copies as you may reasonably request of an
amendment or amendments of, or a supplement or supplements to, the Prospectus
(in form and substance satisfactory to you and counsel for the Underwriters) so
that, as so amended or supplemented, the Prospectus shall not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.

              (e)    The Offerors shall cooperate with you and counsel for the
Underwriters in order to qualify the Designated Preferred Securities for
offering and sale under the securities or blue sky laws of such jurisdictions as
you may reasonably request and shall continue such qualifications in effect so
long as may be advisable for distribution of the Designated Preferred
Securities; provided, however, that the Offerors shall not be required to
qualify to do business as a foreign corporation or file a general consent to


                                       18

<PAGE>


service of process in any jurisdiction in connection with the foregoing. The
Offerors shall file such statements and reports as may be required by the laws
of each jurisdiction in which the Designated Preferred Securities have been
qualified as above. The Offerors will notify you immediately of, and confirm in
writing, the suspension of qualification of the Designated Preferred Securities
or threat thereof in any jurisdiction.

              (f) The Offerors shall file the DTC Letter of Representations and
any other documents required to be filed by the Offerors in connection therewith
in order to permit the Preferred Securities to be eligible for clearance and
settlement through the facilities of DTC.

              (g) The Offerors shall make generally available to their security
holders in the manner contemplated by Rule 158 of the 1933 Act Regulations and
furnish to you as soon as practicable, but in any event not later than 16 months
after the Effective Date, a consolidated earnings statement of the Offerors in
reasonable detail, covering a period of at least 12 consecutive months beginning
after the Effective Date, conforming with the requirements of Section 11(a) of
the 1933 Act and Rule 158.

              (h) The Offerors shall use the net proceeds from the sale of the
Designated Preferred Securities to be sold by the Trust hereunder in the manner
specified in the Prospectus under the caption "Use of Proceeds."

              (i) For five years from the Effective Date, the Offerors shall
furnish to the Representatives copies of all reports and communications
(financial or otherwise) furnished by the Offerors to the holders of the
Designated Preferred Securities as a class, copies of all reports and financial
statements filed with or furnished to the Commission (other than portions for
which confidential treatment has been obtained from the Commission) or with any
national securities exchange or the Nasdaq National Market or other
self-regulatory organization and such other documents, reports and information
concerning the business and financial conditions of the Offerors as the
Representatives may reasonably request, other than such documents, reports and
information for which the Offerors has the legal obligation not to reveal to the
Representatives.

                  (j) For a period of 90 days from the Effective Date, the
Offerors shall not, without the Representatives' prior written consent, directly
or indirectly, offer for sale, sell or agree to sell or otherwise dispose of any
Designated Preferred Securities, any other beneficial interests in the assets of
the Trust or any securities of the Trust or the Company or any other financing
subsidiary organized by the Company that are substantially similar to the
Designated Preferred Securities (other than the Common Securities of the Trust
to be issued to the Company), including any guarantee of such beneficial
interests or substantially similar securities, or securities convertible into or
exchangeable for or that represent the right to receive any such beneficial
interest or substantially similar securities, except for the registration of the
Designated Preferred Securities and the sales to the Underwriters pursuant to
this Agreement.

                  (k) The Offerors shall use their best efforts to cause the
Designated Preferred Securities to become quoted on the Nasdaq National Market,
or in lieu thereof on a national securities exchange, and to remain so quoted,
provided this shall not prevent the Company from redeeming the Designated
Preferred Securities pursuant to the terms of the Trust Agreement. If the
Designated Preferred Securities are exchanged for Debentures, the Company shall
use its best efforts to have the Debentures promptly listed on a national
securities exchange or include them in a comparable quotation system on which
the Designated Preferred Securities are then listed or included, and to have the
Debentures promptly registered under the 1934 Act.

                  (l) The Offerors will provide you with copies of any
correspondence to and from, and all documents issued to and by, the Commission
in connection with the registration of the Designated Preferred Securities under
the 1933 Act.



<PAGE>





              (m) Subsequent to the date of this Agreement and through the date
which is the later of (i) the day following the date on which the Underwriters'
option to purchase the Option Preferred Securities shall expire or (ii) the day
following the Option Closing Date with respect to any Option Preferred
Securities that the Underwriters shall elect to purchase, except as described in
or contemplated by the Prospectus, neither the Offerors nor any of the
Subsidiaries shall take any action (or refrain from taking any action) which
will result in the Offerors or the Subsidiaries incurring any material liability
or obligation, direct or contingent, or enter into any material transaction,
except in the ordinary course of business, or take or refrain from taking any
action which will cause or result in any material adverse change in the
financial position, capital stock, or any material increase in long-term debt,
obligations under capital leases or short-term borrowings of the Offerors and
the Subsidiaries on a consolidated basis.

              (n) Except as described in the Prospectus, the Offerors shall not,
for a period of 180 days after the date hereof, without the prior written
consent of the Representatives, purchase, redeem or call for redemption, or
prepay or give notice of prepayment (or announce any redemption or call for
redemption, or any repayment or notice of prepayment) of the Offerors'
securities; provided, however, that this shall not apply to repurchases by the
Company of its common stock.

              (o) The Offerors shall not take, directly or indirectly, any
action designed to result in or which constitutes or which might reasonably be
expected to cause or result in stabilization or manipulation of the price of any
security of the Offerors in connection with the sale or resale of the Designated
Preferred Securities in violation of the Commission's rules and regulations,
including, but not limited to, Regulation M, and the Offerors are not aware of
any such action taken or to be taken by any affiliate of the Offerors.

              (p) Prior to the Closing Date (and, if applicable, the Option
Closing Date), the Offerors will not issue any press release or other
communication directly or indirectly or hold any press conference with respect
to the Offerors, the Subsidiaries or the offering of the Designated Preferred
Securities which you shall not previously have been provided a copy a reasonable
time prior to the release thereof or provided reasonable notice thereof and you
shall not have reasonably objected thereof.

                  (q) The Offerors shall comply in all material respects with
all registration, filing and reporting requirements of the 1934 Act for so long
as the Preferred Securities or the Debentures shall remain outstanding.

         5.   PAYMENT OF EXPENSES.

         Whether or not this Agreement is terminated or the sale of the
Designated Preferred Securities to the Underwriters is consummated, the Company
covenants and agrees that it will pay or cause to be paid (directly or by
reimbursement) all costs and expenses incident to the performance of the
obligations of the Offerors under this Agreement, including:

              (a)    the preparation, printing, filing, delivery and shipping
of the initial registration statement, the Preliminary Prospectus, the
Registration Statement and the Prospectus and any amendments or supplements
thereto, and the printing, delivery and shipping of this Agreement and any other
underwriting documents (including, without limitation, selected dealers
agreements);

              (b)    all fees, expenses and disbursements of the Offerors'
counsel and accountants;

              (c)    all fees and expenses incurred in connection with the
qualification of the Designated Preferred Securities, Debentures and the
Guarantee under the securities or blue sky laws of such jurisdictions as you may
request, including all filing fees and fees and disbursements of counsel for the
Underwriters in connection therewith;



<PAGE>





              (d)    all fees and expenses incurred in connection with filings
made with the NASD and DTC;

              (e)    any applicable fees and other expenses incurred in
connection with the listing of the Designated Preferred Securities and, if
applicable, the Guarantee and the Debentures on the Nasdaq National Market;

              (f)    the cost of furnishing to you copies of the initial
registration statements, the Preliminary Prospectus, the Registration Statement
and the Prospectus and all amendments or supplements thereto;

              (g)    all costs and charges of any transfer agent or registrar
and the fees and disbursements of counsel for any transfer agent or registrar;

              (h)    the costs and expenses (including stock transfer taxes)
incurred in connection with the printing, issuance and delivery of the
Designated Preferred Securities to the Underwriters;

              (i)    all expenses incident to the preparation, execution and
delivery of the Trust Agreement, the Indenture, the Guarantee and the Expense
Agreement; and

              (j)    all other costs and expenses incident to the performance of
the obligations of the Company hereunder, under the Trust Agreement and under
the Indenture that are not otherwise specifically provided for in this Section
5.

         If the sale of Designated Preferred Securities contemplated by this
Agreement is not completed due to termination pursuant to the terms hereof
(other than pursuant to Section 9 hereof), the Company will pay you your
accountable out-of-pocket expenses in connection herewith or in contemplation of
the performance of your obligations hereunder, including without limitation
travel expenses, reasonable fees, expenses and disbursements of counsel or other
out-of-pocket expenses incurred by you in connection with any discussion of the
Offering or the contents of the Registration Statement, any investigation of the
Offerors and the Subsidiaries, or any preparation for the marketing, purchase,
sale or delivery of the Designated Preferred Securities, in each case following
presentation of reasonably detailed invoices therefor.

         If the sale of Designated Preferred Securities contemplated by this
Agreement is completed, the Company shall not be responsible for payment of fees
or disbursements of counsel for the Underwriters other than in accordance with
paragraph (c) above, or for the reimbursement of any expenses of the
Underwriters.

         6.   CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS.

         The obligations of the Underwriters to purchase and pay for the Firm
Preferred Securities and, following exercise of the option granted by the
Offerors in Section 1 of this Agreement, the Option Preferred Securities, are
subject, in your sole discretion, to the accuracy of and compliance with the
representations and warranties and compliance with the agreements of the
Offerors herein as of the date hereof and as of the Closing Date (or in the case
of the Option Preferred Securities, if any, as of the Option Closing Date), to
the accuracy of the written statements of the Offerors made pursuant to the
provisions hereof, to the performance by the Offerors of their covenants and
obligations hereunder and to the following additional conditions:

              (a)    If the Registration Statement or any amendment thereto
filed prior to the Closing Date has not been declared effective prior to the
time of execution hereof, the Registration Statement shall




                                       21
<PAGE>


become effective not later than 10:00 a.m., St. Louis time, on the first
business day following the time of execution of this Agreement, or at such later
time and date as you may agree to in writing. If required, the Prospectus and
any amendment or supplement thereto shall have been timely filed in accordance
with Rule 424(b) and Rule 430A under the 1933 Act and Section 4(a) hereof. No
stop order suspending the effectiveness of the Registration Statement or any
amendment or supplement thereto shall have been issued under the 1933 Act or any
applicable state securities laws and no proceedings for that purpose shall have
been instituted or shall be pending, or, to the knowledge of the Offerors or the
Representatives, shall be contemplated by the Commission or any state authority.
Any request on the part of the Commission or any state authority for additional
information (to be included in the Registration Statement or Prospectus or
otherwise) shall have been disclosed to you and complied with to your
satisfaction and to the satisfaction of counsel for the Underwriters.

                  (b) No Underwriter shall have advised the Company at or before
the Closing Date (and, if applicable, the Option Closing Date) that the
Registration Statement or any post-effective amendment thereto, or the
Prospectus or any amendment or supplement thereto, contains an untrue statement
of a fact which, in your opinion, is material or omits to state a fact which, in
your opinion, is material and is required to be stated therein or is necessary
to make statements therein (in the case of the Prospectus or any amendment or
supplement thereto, in the light of the circumstances under which they were
made) not misleading.

                  (c) All corporate proceedings and other legal matters incident
to the authorization, form and validity of this Agreement, the Trust Agreement,
the Indenture, the Debentures and the Designated Preferred Securities, and the
authorization and form of the Registration Statement and the Prospectus, other
than financial statements and other financial data, and all other legal matters
relating to this Agreement and the transactions contemplated hereby or by the
Trust Agreement or the Indenture shall be reasonably satisfactory in all
material respects to counsel for the Underwriters, and the Offerors and the
Subsidiaries shall have furnished to such counsel all documents and information
relating thereto that they may reasonably request to enable them to pass upon
such matters.

                  (d) Varnum, Riddering, Schmidt & Howlett LLP, counsel for the
Offerors, shall have furnished to you their signed opinion, dated the Closing
Date or the Option Closing Date, as the case may be, in form and substance
satisfactory to counsel for the Underwriters, to the effect that:

                           (i) The Company has been duly incorporated and is
         validly existing and in good standing under the laws of the State of
         Michigan, and is duly registered as a bank holding company under the
         BHC Act. The entities listed on Exhibit A are the only subsidiaries of
         the Company. Each of the Subsidiaries is duly organized, validly
         existing and in good standing under the laws of its jurisdiction of
         incorporation or organization. Each of the Company and the Subsidiaries
         has full power (corporate or otherwise) and authority to own or lease
         its properties and to conduct its business as such business is
         described in the Prospectus. To the best of such counsel's knowledge,
         all outstanding shares of capital stock of the Banks have been duly
         authorized and validly issued and are fully paid and nonassessable
         except to the extent such shares may be deemed assessable under 12
         U.S.C. Section 1831 or under Section 201 of the Michigan Banking Code
         of 1969, as amended (M.C.L.A. Section 487.501), and except as disclosed
         in the Prospectus, there are no outstanding rights, options or warrants
         to purchase any such shares or securities convertible into or
         exchangeable for any such shares;

                           (ii) The capital stock, Debentures and Guarantee of
         the Company and the equity securities of the Trust conform to the
         description thereof contained in the Prospectus in all material
         respects. The capital stock of the Company authorized and issued as of
         December 31, 2002, is as set forth under the caption "Capitalization"
         in the Prospectus, has been duly


                                       22
<PAGE>


         authorized and validly issued, and is fully paid and nonassessable
         except to the extent such shares may be deemed assessable under 12
         U.S.C. Section 1831o or under Section 201 of the Michigan Banking Code
         of 1969, as amended (M.C.L.A. Section 487.501). The form of
         certificates to evidence the Designated Preferred Securities has been
         approved by the Trust and is in due and proper form and complies with
         all applicable requirements. All of the issued and outstanding Common
         Securities of the Trust are owned by the Company and are held free and
         clear of any security interest, mortgage, pledge, lien, encumbrance,
         claim or equitable right. To the best of such counsel's knowledge,
         there are no outstanding rights, options or warrants to purchase, no
         other outstanding securities convertible into or exchangeable for, and
         no commitments, plans or arrangements to issue, any shares of capital
         stock of the Company or the equity securities of the Trust, except as
         described in the Prospectus and this Agreement, other than stock
         options granted to non-employee directors and officers of the Company;

                           (iii) The issuance, sale and delivery of the
         Designated Preferred Securities and the Debentures in accordance with
         the terms and conditions of this Agreement and the Indenture have been
         duly authorized by all necessary actions of the Offerors. All of the
         Designated Preferred Securities have been duly and validly authorized
         and, when delivered in accordance with this Agreement and the Trust
         Agreement will be duly and validly issued, fully paid and
         nonassessable, and will conform to the description thereof in the
         Registration Statement, the Prospectus and the Trust Agreement. The
         Designated Preferred Securities have been approved for quotation on the
         Nasdaq National Market subject to official notice of issuance. There
         are no preemptive or other rights to subscribe for or to purchase, and
         other than as disclosed in the Prospectus no restrictions upon the
         voting or transfer of, any shares of capital stock or equity securities
         of the Company or the Subsidiaries pursuant to the corporate charter,
         by-laws or other governing documents (including without limitation, the
         Trust Agreement) of the Company or the Subsidiaries, or, to the best of
         such counsel's knowledge, any agreement or other instrument to which
         the Company or the Subsidiaries is a party or by which the Company or
         the Subsidiaries may be bound;

                           (iv) The Offerors have all requisite corporate and
         trust power to enter into and perform their obligations under this
         Agreement, and this Agreement has been duly and validly authorized,
         executed and delivered by the Offerors and constitutes the legal, valid
         and binding obligations of the Offerors enforceable in accordance with
         its terms, except as the enforcement hereof or thereof may be limited
         by general principles of equity, regardless of whether considered in a
         proceeding at law or in equity, and by bankruptcy or other laws
         relating to or affecting creditors' rights generally, and except as the
         indemnification and contribution provisions hereof may be limited under
         applicable laws and certain remedies may not be available in the case
         of a non-material breach;

                           (v) Each of the Indenture, the Trust Agreement and
         the Guarantee has been duly qualified under the Trust Indenture Act,
         has been duly authorized, executed and delivered by the Company, and is
         a valid and legally binding obligation of the Company enforceable in
         accordance with its terms, subject to the effect of bankruptcy,
         insolvency, reorganization, receivership, moratorium and other laws
         affecting the rights and remedies of creditors generally and of general
         principles of equity;

                           (vi) The Debentures have been duly authorized,
         executed, authenticated and delivered by the Company, are legal, valid
         and binding obligations of the Company enforceable against the Company
         in accordance with their terms, subject to the effect of bankruptcy,
         insolvency, reorganization, receivership, moratorium and other laws
         affecting the rights and remedies of creditors generally and of general
         principles of equity, regardless of whether


                                       23
<PAGE>


         considered in a proceeding at law or in equity; and the holders of the
         Debentures are entitled to the benefits of the Indenture pertaining to
         holders of the Debentures;

                           (vii) The Expense Agreement has been duly authorized,
         executed and delivered by the Company, and is a valid and legally
         binding obligation of the Company enforceable in accordance with its
         terms, subject to the effect of bankruptcy, insolvency, reorganization,
         receivership, moratorium and other laws affecting the rights and
         remedies of creditors generally and of general principles of equity;

                           (viii) To the best of such counsel's knowledge,
         neither the Offerors nor any of the Subsidiaries is in breach or
         violation of, or default under, with or without notice or lapse of time
         or both, its corporate charter, by-laws or governing document
         (including, without limitation, the Trust Agreement). The execution,
         delivery and performance of this Agreement and the Trust Agreement and
         the consummation of the transactions contemplated thereby do not and
         will not conflict with, result in the creation or imposition of any
         material lien, claim, charge, encumbrance or restriction upon any
         property or assets of the Offerors or the Subsidiaries or the
         Designated Preferred Securities pursuant to, or constitute a breach or
         violation of, or constitute a default under, with or without notice or
         lapse of time or both, any of the terms, provisions or conditions of
         the charter, by-laws or governing document (including, without
         limitation, the Trust Agreement) of the Offerors or the Subsidiaries,
         or constitute a material breach or violation of, or constitute a
         material default under, with or without notice or lapse of time or
         both, any of the terms, provisions or conditions of any material
         contract, indenture, mortgage, deed of trust, loan or credit agreement,
         note, lease, franchise, license or any other agreement or instrument to
         which the Offerors or any of the Subsidiaries is a party or by which
         any of them or any of their respective properties may be bound or any
         order, decree, judgment, franchise, license, Permit, rule or regulation
         of any court, arbitrator, government, or governmental agency or
         instrumentality, domestic or foreign, known to such counsel having
         jurisdiction over the Offerors or the Subsidiaries or any of their
         respective properties which, in each case, is material to the Offerors
         and the Subsidiaries on a consolidated basis. No authorization,
         approval, consent or order of, or filing, registration or qualification
         with, any person (including, without limitation, any court,
         governmental body or authority) is required under Michigan law in
         connection with the transactions contemplated by this Agreement or in
         connection with the purchase and distribution of the Designated
         Preferred Securities by the Underwriters;

                           (ix) To the best of such counsel's knowledge, holders
         of securities of the Offerors either do not have any right that, if
         exercised, would require the Offerors to cause such securities to be
         included in the Registration Statement or have waived such right. To
         the best of such counsel's knowledge, neither the Company nor any of
         the Subsidiaries is a party to any agreement or other instrument which
         grants rights for or relating to the registration of any securities of
         the Offerors;

                           (x) To the best of such counsel's knowledge, (i) no
         action, suit or proceeding at law or in equity is pending or threatened
         in writing to which the Offerors or the Subsidiaries is or may be a
         party, and (ii) no action, suit or proceeding is pending or threatened
         in writing against or affecting the Offerors or the Subsidiaries or any
         of their properties, before or by any court or governmental official,
         commission, board or other administrative agency, authority or body, or
         any arbitrator, wherein an unfavorable decision, ruling or finding
         could reasonably be expected to have a material adverse effect on the
         consummation of this Agreement or the issuance and sale of the
         Designated Preferred Securities as contemplated herein or the condition
         (financial or otherwise), earnings, affairs, business, prospects or
         results of operations of the Offerors and the


                                       24
<PAGE>


         Subsidiaries on a consolidated basis or which is required to be
         disclosed in the Registration Statement or the Prospectus and is not so
         disclosed;

                           (xi) No authorization, approval, consent or order of
         or filing, registration or qualification with, any person (including,
         without limitation, any court, governmental body or authority) is
         required in connection with the transactions contemplated by this
         Agreement, the Trust Agreement, the Registration Statement and the
         Prospectus, except such as have been obtained under the 1933 Act and
         the Trust Indenture Act, the Nasdaq National Market with respect to
         listing matters, the 1934 Act, and except such as may be required under
         state securities laws or Interpretations or Rules of the NASD in
         connection with the purchase and distribution of the Designated
         Preferred Securities by the Underwriters, as to which such counsel
         expresses no opinion;

                           (xii) The Registration Statement and the Prospectus
         and any amendments or supplements thereto (other than the financial
         statements or other financial data included therein or omitted
         therefrom and Underwriters' Information, as to which such counsel need
         express no opinion) comply as to form in all material respects with the
         requirements of the 1933 Act and the 1933 Act Regulations as of their
         respective dates of effectiveness. The documents incorporated by
         reference in the Registration Statement and the Prospectus and any
         amendments or supplements thereto (other than the financial statements
         or other financial data included therein or omitted therefrom, as to
         which such counsel need express no opinion) comply as to form in all
         material respects with the requirements of the 1934 Act and the 1934
         Act Regulations as of the respective dates of effectiveness or filing;

                           (xiii) To the best of such counsel's knowledge, there
         are no contracts, agreements, leases or other documents of a character
         required to be disclosed in the Registration Statement or Prospectus or
         to be filed as exhibits to the Registration Statement that are not so
         disclosed or filed;

                           (xiv) The statements under the captions "Risk
         Factors," "Description of the Trust," "Description of the Preferred
         Securities," "Description of the Debentures," "Description of the
         Guarantee," "Relationship Among the Preferred Securities, the
         Debentures and the Guarantee," "Federal Income Tax Consequences," and
         "ERISA Considerations" in the Prospectus, and the statements under the
         caption "Supervision and Regulation," "Legal Proceedings," and
         "Business" in the Company's Annual Report on Form 10-K for the year
         ended December 31, 2002, incorporated by reference into the Prospectus,
         insofar as such statements constitute a summary of legal and regulatory
         matters, documents or instruments referred to therein are accurate
         descriptions of the matters summarized therein in all material respects
         and fairly present the information called for with respect to such
         legal matters, documents and instruments;

                           (xv) Such counsel has been advised by the staff of
         the Commission that the Registration Statement has become effective
         under the 1933 Act; any required filing of the Prospectus pursuant to
         Rule 424(b) has been made within the time period required by Rule
         424(b); to the best of such counsel's knowledge, no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for a stop order are pending or threatened by
         the Commission;

                           (xvi) Except as described in the Prospectus, to the
         best of such counsel's knowledge, there are no contractual encumbrances
         or restrictions, or material legal restrictions required to be
         described therein on the ability of the Subsidiaries (A) to pay
         dividends or make any other distributions on its capital stock or to
         pay indebtedness owed to the Offerors, (B) to


                                       25
<PAGE>


         make any loans or advances to, or investments in, the Offerors or (C)
         to transfer any of its property or assets to the Offerors. Except as
         described in the Prospectus (or, if the Prospectus is not in existence,
         in the most recent Preliminary Prospectus) and in the Company's charter
         or bylaws, to the knowledge of such counsel, there are no restrictions,
         encumbrances or requirements affecting the payment of dividends or the
         making of any other distributions on any of the capital stock of the
         Company required to be described in the Prospectus (or, if the
         Prospectus is not in existence, in the most recent Preliminary
         Prospectus);

                           (xvii) To the best of such counsel's knowledge, (A)
         the Company and the Subsidiaries possess and are operating in
         compliance with the terms, provisions and conditions of all Permits
         that are required to conduct their businesses as described in the
         Prospectus and that are material to the Company and the Subsidiaries on
         a consolidated basis; (B) all Permits referred to in clause (A) are
         valid and in full force and effect; and, to the best of such counsel's
         knowledge, no action, suit or proceeding is pending or threatened which
         may lead to the revocation, termination, suspension or non-renewal of
         any such Permit, except in those instances where the loss thereof or
         noncompliance therewith would not materially impair the ability of the
         Company and the Subsidiaries to conduct their businesses and would not
         have a material adverse effect on the condition (financial or
         otherwise), business, prospects or results of operations of the Company
         and the Subsidiaries on a consolidated basis.

                           (xviii) Neither the Company nor the Trust is and,
         after giving effect to the offering and sale of the Designated
         Preferred Securities and the application of the proceeds thereof as
         described in the Prospectus, neither the Company nor the Trust will be
         an "investment company" or an entity "controlled" by an "investment
         company" as defined in the Investment Company Act.

         In giving the above opinion, such counsel may state that, insofar as
such opinion involves factual matters, they have relied upon certificates of
officers of the Offerors, including, without limitation, certificates as to the
identity of any and all material contracts, indentures, mortgages, deeds of
trust, loans or credit agreements, notes, leases, franchises, licenses or other
agreements or instruments, and all material permits, easements, consents,
licenses, franchises and government regulatory authorizations, for purposes of
paragraphs (viii) and (xii) hereof and certificates of public officials. In
giving such opinion, such counsel may rely as to matters of Delaware law upon
the opinion of Richards, Layton and Finger, P.A. described herein.

         Such counsel shall also confirm that, in connection with the
preparation of the Registration Statement and Prospectus, such counsel has
participated in conferences with officers and representatives of the Offerors
and with their independent public accountants and with you and your counsel, at
which conferences such counsel made inquiries of such officers, representatives
and accountants and discussed in detail the contents of the Registration
Statement and Prospectus and the documents incorporated therein by reference and
such counsel has no reason to believe (A) that the Registration Statement or any
amendment thereto (except for the financial statements and related schedules and
statistical data included therein or omitted therefrom or Underwriters'
Information, as to which such counsel need express no opinion), at the time the
Registration Statement or any such amendment became effective, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or (B)
that the Prospectus or any amendment or supplement thereto or the documents
incorporated therein by reference (except for the financial statements and
related schedules and statistical data included therein or omitted therefrom or
Underwriters' Information, as to which such counsel need express no opinion), at
the time the Registration Statement became effective (or, if the term
"Prospectus" refers to the prospectus first filed pursuant to Rule 424(b) of the
1933 Act Regulations, at the time the


                                       26
<PAGE>



Prospectus was issued), at the time any such amended or supplemented Prospectus
was issued, at the Closing Date and, if applicable, the Option Closing Date,
contained or contains any untrue statement of a material fact or omitted or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or (C) that there is any amendment to the Registration
Statement required to be filed that has not already been filed.

                  (e) Richards, Layton & Finger, special Delaware counsel to the
Offerors, shall have furnished to you their signed opinion, dated as of Closing
Date or the Option Closing Date, as the case may be, in form and substance
satisfactory to such counsel, to the effect that:

                           (i) The Trust has been duly created and is validly
         existing in good standing as a statutory trust under the Delaware
         Statutory Trust Act and, under the Trust Agreement and the Delaware
         Statutory Trust Act, has the trust power and authority to conduct its
         business as described in the Prospectus.

                           (ii) The Trust has all requisite trust power to enter
         into and perform its obligations under this Agreement. The Trust
         Agreement is a legal, valid and binding agreement of the Company, as
         sponsor, and the Trustees, and is enforceable against the Company, as
         sponsor, and the Trustees, in accordance with its terms.

                           (iii) Under the Trust Agreement and the Delaware
         Statutory Trust Act, this Agreement and its execution and delivery by
         the Trust, and the performance by the Trust of its obligations
         thereunder, have been authorized by all requisite trust action on the
         part of the Trust.

                           (iv) The issuance, sale and delivery of the
         Designated Preferred Securities in accordance with the Trust Agreement
         have been duly authorized by all necessary action of the Trust. The
         Designated Preferred Securities have been duly and validly authorized
         by the Trust Agreement, and when issued and sold in accordance with the
         Trust Agreement, the Designated Preferred Securities will be, subject
         to the qualifications set forth in paragraph (v) below, fully paid and
         nonassessable beneficial interest in the assets of the Trust and
         entitled to the benefits of the Trust Agreement. The form of
         certificate to evidence the Designated Preferred Securities has been
         approved by the Trust and complies with all applicable requirements of
         the Delaware Statutory Trust Act.

                           (v) Holders of Designated Preferred Securities, as
         beneficial owners of the Trust, will be entitled to the same limitation
         of personal liability extended to shareholders of private, for-profit
         corporations organized under the General Corporation Law of the State
         of Delaware. Such opinion may note that the holders of Designated
         Preferred Securities may be obligated to make payments as set forth in
         the Trust Agreement.

                           (vi) Under the Delaware Statutory Trust Act and the
         Trust Agreement, the issuance of the Designated Preferred Securities is
         not subject to preemptive rights or other similar rights.

                           (vii) The issuance and sale by the Trust of the
         Designated Preferred Securities and the Common Securities, the
         execution, delivery and performance by the Trust of this Agreement, and
         the consummation of the transactions contemplated by this Agreement, do
         not violate (a) the Trust Agreement, or (b) any applicable Delaware
         law, rule or regulation.

         Such opinion may state that it is limited to the laws of the State of
Delaware and that the opinion expressed in paragraph (ii) above is subject to
the effect upon the Trust Agreement of (i) bankruptcy,


                                       27

<PAGE>

insolvency, moratorium, receivership, reorganization, liquidation, fraudulent
conveyance and other similar laws relating to or affecting the rights and
remedies of creditors generally, (ii) principles of equity, including applicable
law relating to fiduciary duties (regardless of whether considered and applied
in a proceeding in equity or at law), and (iii) the effect of applicable public
policy on the enforceability of provisions relating to indemnification or
contribution.

                  (f) Vedder, Price, Kaufman & Kammholz, counsel for the
Underwriters, shall have furnished you their signed opinion, dated the Closing
Date or the Option Closing Date, as the case may be, with respect to the
sufficiency of all corporate procedures and other legal matters relating to this
Agreement, the validity of the Designated Preferred Securities, the Registration
Statement, the Prospectus and such other related matters as you may reasonably
request and there shall have been furnished to such counsel such documents and
other information as they may request to enable them to pass on such matters. In
giving such opinion, Vedder, Price, Kaufman & Kammholz may rely as to matters of
fact upon statements and certifications of officers of the Offerors and of other
appropriate persons and may rely as to matters of law, other than law of the
United States and the State of Illinois, upon the opinions of Varnum, Riddering,
Schmidt & Howlett LLP and Richards, Layton & Finger described herein.

                  (g) On the date of this Agreement and on the Closing Date
(and, if applicable, any Option Closing Date), the Representatives shall have
received from KPMG LLP letters dated the date of this Agreement and the Closing
Date (and, if applicable, the Option Closing Date), respectively, in form and
substance satisfactory to the Representatives, confirming that they are
independent public accountants with respect to the Company within the meaning of
the 1933 Act and the 1933 Act Regulations and stating in effect that:

                           (i) In their opinion, the consolidated financial
         statements of the Company audited by them and included or incorporated
         by reference in the Registration Statement comply as to form in all
         material respects with the applicable accounting requirements of the
         1933 Act and the 1933 Act Regulations and other regulations adopted by
         the Commission.

                           (ii) On the basis of limited procedures, not
         constituting an audit in accordance with U.S. generally accepted
         auditing standards, consisting of a reading of the unaudited interim
         financial statements and other information referred to below, a reading
         of the latest available consolidated financial statements of the
         Company, inspection of the minute books of the Company since the date
         of the latest audited financial statements of the Company incorporated
         by reference in the Registration Statement, inquiries of officials of
         the Company responsible for financial and accounting matters and such
         other inquiries and procedures as may be specified in such letter,
         nothing came to their attention that caused them to believe that:

                                    (A) as of a specified date not more than
                  five days prior to the date of such letter, there have been
                  any changes in the consolidated capital stock of the Company,
                  any increase in the consolidated debt of the Company or
                  decreases in consolidated shareholders' equity of the Company
                  or any changes, decreases or increases in other items
                  specified by the Representatives, in each case as compared
                  with amounts shown in the latest consolidated statement of
                  financial condition of the Company incorporated by reference
                  in the Registration Statement except in each case for changes,
                  increases or decreases which the Registration Statement
                  specifically discloses have occurred or may occur or which are
                  described in such letter; and

                                    (B) for the period from the date of the
                  latest consolidated financial statements of the Company
                  incorporated by reference in the Registration Statement to the
                  specified date referred to in clause (iii)(A), there were any
                  decreases in the consolidated


                                       28
<PAGE>

                  net income of the Company or in the per share amount of net
                  income of the Company or any changes, decreases or increases
                  in other items specified by the Representatives as compared
                  with the comparable period of the preceding year and with any
                  other period of corresponding length specified by the
                  Representatives, except in each case for increases or
                  decreases which the Registration Statement discloses have
                  occurred or may occur, or which are described in such letter.

                           (iii) For purposes of such letter, they have also
         read the following sections of the registration statement: (a) "Summary
         Consolidated Financial Data", and (b) "Capitalization", and they have
         performed the following additional procedures:

                                    (A) They have compared the information
                  included under the heading "Summary Consolidated Financial
                  Data" with the requirements of items 301 and 503(d) of
                  Regulation S-K and also have inquired of certain officials of
                  the Company who have responsibility for financial and
                  accounting matters whether this information conforms in all
                  material respects with the disclosure requirements of items
                  301 and 503(d) of Regulation S-K. Based upon the foregoing
                  procedures, nothing has come to their attention that has
                  caused them to believe that this information does not conform
                  in all material respects with the disclosure requirements of
                  items 301 and 503(d) of Regulation S-K provided that they are
                  not obligated to make any comment as to the appropriateness of
                  the assumptions used in determining the amount of rental
                  expense included in fixed charges.

                                    (B) Under the heading "Capitalization," they
                  have compared the amounts and numbers of shares listed under
                  the caption "Actual" with the balances in the accounting
                  records of the Company as of December 31, 2002, and have found
                  them to be in agreement. They have compared the amounts and
                  numbers of shares listed under the caption "Actual" adjusted
                  for the issuance of the debentures to be offered by means of
                  the Registration Statement and for the proposed use of the
                  proceeds thereof as described under "Use of Proceeds" (without
                  making any comment regarding the reasonableness of the "Use of
                  Proceeds" or whether such use will actually take place) with
                  the amounts and numbers of shares shown under the caption "As
                  Adjusted" and have found such amounts and numbers of shares to
                  be in agreement. They have compared the description of the
                  securities and the information included in the notes to the
                  table headed "Capitalization" with the corresponding
                  descriptions and information in the Company's consolidated
                  financial statements, including the notes thereto included in
                  the Registration Statement, and have found such descriptions
                  and information to be in agreement.

                           (iv) In addition to the audit referred to in their
         report incorporated by reference in the Registration Statement and the
         limited procedures, inspection of minute books, inquiries and other
         procedures referred to in paragraphs (ii) and (iii) above, they have
         carried out certain specified procedures, not constituting an audit in
         accordance with U.S. generally accepted auditing standards, with
         respect to certain amounts, percentages and financial information
         specified by the Representatives which are derived from the general
         accounting records and consolidated financial statements of the Company
         which appear in the Registration Statement and the documents
         incorporated by reference therein specified by the Representatives, and
         have compared such amounts, percentages and financial information with
         the accounting records and the material derived from such records and
         consolidated financial statements of the Company have found them to be
         in agreement.



                                       29
<PAGE>


         In the event that the letters to be delivered on the date hereof, on
the Closing Date (and, if applicable, any Option Closing Date) referred to above
set forth any such changes, decreases or increases as specified in clauses
(iii)(A) or (iii)(B) above, or any exceptions from such agreement specified in
clause (iv) above, it shall be a further condition to the obligations of the
Underwriters that the Representatives shall have determined, after discussions
with officers of the Company responsible for financial and accounting matters,
that such changes, decreases, increases or exceptions as are set forth in such
letters do not (x) reflect a material adverse change in the items specified in
clause (iii)(A) above as compared with the amounts shown in the latest
consolidated statement of financial condition of the Company included or
incorporated by reference in the Registration Statement, (y) reflect a material
adverse change in the items specified in clause (iii)(B) above as compared with
the corresponding periods of the prior year or other period specified by the
Representatives, or (z) reflect a material adverse change in items specified in
clause (iv) above from the amounts shown in the Preliminary Prospectus
distributed by the Underwriters in connection with the offering contemplated
hereby or from the amounts shown in the Prospectus.

                  (h) At the Closing Date and, if applicable, the Option Closing
Date, you shall have received certificates of the chief executive officer and
the chief financial and accounting officer of the Company, which certificates
shall be deemed to be made on behalf of the Company, dated as of the Closing
Date and, if applicable, the Option Closing Date, evidencing satisfaction of the
conditions of Section 6(a) and stating that (i) the representations and
warranties of the Company set forth in Section 2 hereof are accurate as of the
Closing Date and, if applicable, the Option Closing Date, and that each of the
Offerors has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to such Closing Date and, if
applicable, the Option Closing Date; (ii) since the respective dates as of which
information is given in the Registration Statement and the Prospectus, there has
not been any material adverse change in the condition (financial or otherwise),
earnings, affairs, business, prospects or results of operations of the Company
and the Subsidiaries on a consolidated basis; (iii) since such dates there has
not been any material transaction entered into by the Offerors or the
Subsidiaries other than transactions in the ordinary course of business; (iv)
they have carefully examined the Registration Statement and the Prospectus as
amended or supplemented and nothing has come to their attention that would lead
them to believe that either the Registration Statement or the Prospectus, or any
amendment or supplement thereto as of their respective effective or issue dates,
contained, and the Prospectus as amended or supplemented at such Closing Date
(and, if applicable, the Option Closing Date), contains any untrue statement of
a material fact, or omits to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and (v) covering such
other matters as you may reasonably request. The officers' certificate of the
Company shall further state that no stop order affecting the Registration
Statement is in effect or, to their knowledge, threatened.

                  (i) At the Closing Date and, if applicable, the Option Closing
Date, you shall have received a certificate of an authorized representative of
the Trust to the effect that to the best of his or her knowledge based upon a
reasonable investigation, the representations and warranties of the Trust in
this Agreement are true and correct as though made on and as of the Closing Date
(and, if applicable, the Option Closing Date); the Trust has complied with all
the agreements and satisfied all the conditions required by this Agreement to be
performed or satisfied by the Trust on or prior to the Closing Date, and since
the most recent date as of which information is given in the Prospectus, except
as described in the Prospectus, the Trust has not incurred any material
liabilities or obligations, direct or contingent, or entered into any material
transactions not in the ordinary course of business and there has not been any
material adverse change in the condition (financial or otherwise) of the Trust.


                                       30
<PAGE>



                  (j) On the Closing Date, all conditions precedent under each
of the Trust Agreement, the Guarantee, the Indenture and the Expense Agreement
shall have been satisfied or duly waived, and you shall have received copies of
all documentation required to evidence same.

                  (k) The NASD, upon review of the terms of the public offering
of the Designated Preferred Securities, shall not have objected to the
Underwriters' participation in such offering.

                  (l) Prior to the Closing Date and, if applicable, the Option
Closing Date, the Offerors shall have furnished to you and counsel for the
Underwriters all such other documents, certificates and opinions as they have
reasonably requested.

         All opinions, certificates, letters and other documents shall be in
compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to you. The Offerors shall furnish you with conformed
copies of such opinions, certificates, letters and other documents as you shall
reasonably request.

         If any of the conditions referred to in this Section 6 shall not have
been fulfilled when and as required by this Agreement, this Agreement and all of
the Underwriters' obligations hereunder may be terminated by you on notice to
the Company at, or at any time before, the Closing Date or the Option Closing
Date, as applicable. Any such termination shall be without liability of the
Underwriters to the Offerors.

         7.       INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Offerors jointly and severally agree to indemnify and
hold harmless each Underwriter, each of its directors, officers and agents, and
each person, if any, who controls any Underwriter within the meaning of the 1933
Act, against any and all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation and reasonable attorney fees and
expenses), joint or several, arising out of or based upon (i) any untrue
statement or alleged untrue statement of a material fact made by the Company or
the Trust contained in Section 2 of this Agreement (or any certificate delivered
by or on behalf of the Company or the Trust pursuant to Sections 6(h), 6(i) and
6(l) hereto) or in the registration statement as originally filed or the
Registration Statement, any Preliminary Prospectus, the Prospectus or in any
amendment or supplement thereto, (ii) any omission or alleged omission to state
a material fact in the registration statement as originally filed or the
Registration Statement, the Preliminary Prospectus, the Prospectus or in any
amendment or supplement thereto, required to be stated therein or necessary to
make the statements therein not misleading, and against any and all losses,
claims, damages, liabilities and expenses (including reasonable costs of
investigation and attorney fees), joint or several, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Preliminary Prospectus or the Prospectus, or in any amendment or supplement
thereto, or arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; or (iii) the enforcement of this indemnification provision
or the contribution provisions of Section 7(d); and shall reimburse each such
indemnified party for any reasonable legal or other expenses as incurred, but in
no event less frequently than 30 days after each invoice is submitted, incurred
by them in connection with investigating or defending against or appearing as a
third-party witness in connection with any such loss, claim, damage, liability
or action, notwithstanding the possibility that payments for such expenses might
later be held to be improper, in which case such payments shall be promptly
refunded; provided, however, that the Offerors shall not be liable in any such
case to the extent, but only to the extent, that any such losses, claims,
damages, liabilities and expenses arise out of or are based upon any untrue
statement or omission or allegation thereof that has been made therein or
omitted therefrom in reliance upon and in conformity


                                       31

<PAGE>

with the Underwriters' Information; provided further, however, that the
indemnification contained in this Section 7(d) with respect to the Preliminary
Prospectus shall not inure to the benefit of any Underwriter (or of any person
controlling any Underwriter) to the extent any such losses, claims, damages,
liabilities or expenses directly result from the fact that such Underwriter sold
Designated Preferred Securities to a person to whom there was not sent or given,
at or prior to the written confirmation of such sale, a copy of the Prospectus
(as amended or supplemented, if any, provided such Prospectus shall have been
furnished to you in sufficient time to distribute same with or prior to the
written confirmation of the sale involved), if required by law, and if such
loss, claim, damage, liability or expense would not have arisen but for the
failure to give or send such person such document. The foregoing indemnity
agreement is in addition to any liability the Company or the Trust may otherwise
have to any such indemnified party, but it is not intended that any such
indemnified party shall be entitled to duplicate recovery hereunder.

                  (b) Each Underwriter, severally and not jointly, agrees to
indemnify and hold harmless each Offeror, each of the Company's directors, each
of the Company's officers who sign the Registration Statement, each of the
Administrative Trustees of the Trust and each person, if any, who controls an
Offeror within the meaning of the 1933 Act, to the same extent as required by
the foregoing indemnity from the Company to each Underwriter, but only with
respect to the Underwriters' Information. The foregoing indemnity agreement is
in addition to any liability which any Underwriter may otherwise have to any
such indemnified party, but it is not intended that any such indemnified party
shall be entitled to duplicate recovery hereunder.

                  (c) If any action or claim shall be brought or asserted
against any indemnified party or any person controlling an indemnified party in
respect of which indemnity may be sought from the indemnifying party, such
indemnified party or controlling person shall promptly notify the indemnifying
party in writing, and the indemnifying party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all expenses; provided, however, that the failure so to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 7, and
further, shall only relieve it from liability under this Section 7 to the extent
prejudiced thereby. Any indemnified party or any such controlling person shall
have the right to employ separate counsel in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or such controlling person unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing, (ii) the indemnifying party has failed to assume the defense or to
employ counsel reasonably satisfactory to the indemnified party, or (iii) the
named parties to any such action (including any impleaded parties) include both
such indemnified party or such controlling person and the indemnifying party and
such indemnified party or such controlling person shall have been advised by
such counsel that there may be one or more legal defenses available to it that
are different from or in addition to those available to the indemnifying party
(in which case, if such indemnified party or controlling person notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party
or such controlling person) it being understood, however, that the indemnifying
party shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys at any time and for all
such indemnified party(ies) and controlling persons, which firm shall be
designated in writing by the indemnified party(ies) (and, if such indemnified
parties are Underwriters, by you, as the Representatives). Each indemnified
party and each controlling person, as a condition of such indemnity, shall use
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. The indemnifying party shall not be liable for any
settlement of any such action effected without its written consent, but if there
shall be a final judgment for the plaintiff in any such action, the indemnifying
party agrees to indemnify and hold harmless any indemnified party and


                                       32
<PAGE>

any such controlling person from and against any loss, claim, damage, liability
or expense by reason of such settlement or judgment.

         An indemnifying party shall not, without the prior written consent of
each indemnified party, settle, compromise or consent to the entry of any
judgment in any pending or threatened claim, action, suit or proceeding in
respect of which indemnity may be sought hereunder (whether or not such
indemnified party or any person who controls such indemnified party within the
meaning of the 1933 Act is a party to such claim, action, suit or proceeding),
unless such settlement, compromise or consent includes a release of each such
indemnified party reasonably satisfactory to each such indemnified party and
each such controlling person from all liability arising out of such claim,
action, suit or proceeding or unless the indemnifying party shall confirm in a
written agreement with each indemnified party, that notwithstanding any federal,
state or common law, such settlement, compromise or consent shall not alter the
right of any indemnified party or controlling person to indemnification or
contribution as provided in this Agreement.

                  (d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
paragraphs (a), (b) or (c) hereof in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the Offerors on the one hand and the
Underwriters on the other from the offering of the Designated Preferred
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Offerors on the one hand and the Underwriters on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Offerors on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Designated
Preferred Securities (before deducting expenses) received by the Offerors bear
to the total underwriting discounts, commissions and compensation received by
the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault of the Offerors on the one hand and of the
Underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Offerors or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Offerors and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 7(d)
were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in the first sentence of
this Section 7(d) shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7(d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Designated Preferred Securities underwritten by such
Underwriter and distributed to the public were offered to the public exceeds the
amount of any damages that such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.


                                       33
<PAGE>





         For purposes of this Section 7(d), each person who controls an
Underwriter within the meaning of the 1933 Act shall have the same rights to
contribution as such Underwriter, and each person who controls an Offeror within
the meaning of the 1933 Act, each officer and trustee of an Offeror who shall
have signed the Registration Statement and each director of the Company shall
have the same rights to contribution as the Offerors subject in each case to the
preceding sentence. The obligations of the Offerors under this Section 7(d)
shall be in addition to any liability which the Offerors may otherwise have and
the obligations of the Underwriters under this Section 7(d) shall be in addition
to any liability that the Underwriters may otherwise have.

                  (e) The indemnity and contribution agreements contained in
this Section 7 shall remain operative and in full force and effect, regardless
of (i) any investigation made by or on behalf of any Underwriter or any person
controlling an Underwriter or by or on behalf of the Offerors, or such
directors, trustees or officers (or any person controlling an Offeror), (ii)
acceptance of any Designated Preferred Securities and payment therefor hereunder
and (iii) any termination of this Agreement. A successor of any Underwriter or
of an Offeror, such directors, trustees or officers (or of any person
controlling an Underwriter or an Offeror) shall be entitled to the benefits of
the indemnity, contribution and reimbursement agreements contained in this
Section 7.

                  (f) The Company agrees to indemnify the Trust against any and
all losses, claims, damages or liabilities that may become due from the Trust
under this Section 7.

         8.       TERMINATION.

         You shall have the right to terminate this Agreement at any time at or
prior to the Closing Date or, with respect to the Underwriters' obligation to
purchase the Option Preferred Securities, at any time at or prior to the Option
Closing Date, without liability on the part of the Underwriters to the Offerors,
if:

                  (a) Either Offeror shall have failed, refused, or been unable
to perform any agreement on its part to be performed under this Agreement, or
any of the conditions referred to in Section 6 shall not have been fulfilled,
when and as required by this Agreement;

                  (b) The Offerors or any of the Subsidiaries shall have
sustained any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree which in the
judgment of the Representatives materially impairs the investment quality of the
Designated Preferred Securities;

                  (c) There has been since the respective dates as of which
information is given in the Registration Statement or the Prospectus, any
materially adverse change in, or any development which in your reasonable
judgment is reasonably likely to have a material adverse effect on, the
condition (financial or otherwise), earnings, affairs, business, prospects or
results of operations of the Offerors and the Subsidiaries on a consolidated
basis, whether or not arising in the ordinary course of business;

                  (d) There has occurred any outbreak or escalation of
hostilities or other calamity or crisis (including, without limitation, an act
of terrorism) or material change in general economic, political or financial
conditions, or internal conditions, the effect of which on the financial markets
of the United States is such as to make it, in your reasonable judgment,
impracticable to market the Designated Preferred Securities or enforce contracts
for the sale of the Designated Preferred Securities;

                  (e) Trading generally on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market shall have been suspended,
or minimum or maximum prices for


                                       34
<PAGE>


trading shall have been fixed, or maximum ranges for prices for securities shall
have been required, by any of said exchanges or market system or by the
Commission or any other governmental authority; or

                  (f) A banking moratorium shall have been declared by either
federal, New York or Michigan authorities; or

                  (g) Any action shall have been taken by any government in
respect of its monetary affairs which, in your reasonable judgment, has a
material adverse effect on the United States securities markets so as to make
it, in your reasonable judgment, impracticable to market the Designated
Preferred Securities or to enforce contracts for the sale of the Designated
Preferred Securities.

         If this Agreement shall be terminated pursuant to this Section 8, the
Offerors shall not then be under any liability to the Underwriters except as
provided in Sections 5 and 7 hereof.

         9.       DEFAULT OF UNDERWRITERS.

         If any Underwriter or Underwriters shall default in its or their
obligations to purchase Designated Preferred Securities hereunder, the other
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Designated Preferred Securities which
such defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that the non-defaulting Underwriters shall be under no
obligation to purchase such Designated Preferred Securities if the aggregate
number of Designated Preferred Securities to be purchased by such non-defaulting
Underwriters shall exceed 110% of the aggregate underwriting commitments set
forth in Schedule I hereto, and provided further, that no non-defaulting
Underwriter shall be obligated to purchase Designated Preferred Securities to
the extent that the number of such Designated Preferred Securities is more than
110% of such Underwriter's underwriting commitment set forth in Schedule I
hereto.

         In the event that the non-defaulting Underwriters are not obligated
under the above paragraph to purchase the Designated Preferred Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase, the
Representatives may in their discretion arrange for one or more of the
Underwriters or for another party or parties to purchase such Designated
Preferred Securities on the terms contained herein. If within one business day
after such default the Representatives do not arrange for the purchase of such
Designated Preferred Securities, then the Company shall be entitled to a further
period of one business day within which to procure another party or parties
satisfactory to the Representatives to purchase such Designated Preferred
Securities on such terms.

         In the event that the Representatives or the Company do not arrange for
the purchase of any Designated Preferred Securities to which a default relates
as provided above, this Agreement shall be terminated.

         If the remaining Underwriters or substituted underwriters are required
hereby or agree to take up all or a part of the Designated Preferred Securities
of a defaulting Underwriter or Underwriters as provided in this Section 9, (i)
you shall have the right to postpone the Closing Date for a period of not more
than five full business days, in order to effect any changes that, in the
opinion of counsel for the Underwriters or the Company, may thereby be made
necessary in the Registration Statement or the Prospectus, or in any other
documents or agreements, and the Company agrees promptly to file any amendments
to the Registration Statement or supplements to the Prospectus which, in its
opinion, may thereby be made necessary and (ii) the respective numbers of
Designated Preferred Securities to be purchased by the remaining Underwriters or
substituted underwriters shall be taken as the basis of their underwriting
obligation for all purposes of this Agreement. Nothing herein contained shall
relieve any defaulting Underwriter of any liability it may have for damages
occasioned by its default hereunder. Any


                                       35
<PAGE>

termination of this Agreement pursuant to this Section 9 shall be without
liability on the part of any non-defaulting Underwriter or the Company, except
for expenses to be paid or reimbursed pursuant to Section 5 and except for the
provisions of Section 7.

         10.      EFFECTIVE DATE OF AGREEMENT.

         If the Registration Statement is not effective at the time of execution
of this Agreement, this Agreement shall become effective on the Effective Date
at the time the Commission declares the Registration Statement effective. The
Company shall immediately notify the Underwriters when the Registration
Statement becomes effective.

         If the Registration Statement is effective at the time of execution of
this Agreement, this Agreement shall become effective at the earlier of 11:00
a.m. St. Louis time, on the first full business day following the day on which
this Agreement is executed, or at such earlier time as the Representatives shall
release the Designated Preferred Securities for initial public offering. The
Representatives shall notify the Offerors immediately after they have taken any
action which causes this Agreement to become effective.

         Until such time as this Agreement shall have become effective, it may
be terminated by the Offerors, by notifying you or by you, as the
Representatives of the several Underwriters, by notifying either Offeror, except
that the provisions of Sections 5 and 7 shall at all times be effective.

         11.      REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
                  DELIVERY.

         The representations, warranties, indemnities, agreements and other
statements of the Offerors and their officers and trustees set forth in or made
pursuant to this Agreement and the agreements of the Underwriters contained in
Section 7 hereof shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of the Offerors or controlling persons
of either Offeror, or by or on behalf of the Underwriters or controlling persons
of the Underwriters and shall survive delivery of and payment for the Designated
Preferred Securities.

         12.      NOTICES.

         Except as otherwise provided in this Agreement, all notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand, mailed by registered or certified mail, return
receipt requested, or transmitted by any standard form of telecommunication and
confirmed. Notices to the Offerors shall be sent to Independent Bank
Corporation, 230 West Main Street, Ionia, Michigan 48846, Attention: Robert
Shuster (with a copy to Varnum, Riddering, Schmidt & Howlett LLP, 333 Bridge
Street, NW, Grand Rapids, Michigan 49504, Attention: Michael G. Wooldridge) and
notices to the Underwriters shall be sent to Stifel, Nicolaus & Company,
Incorporated, 501 North Broadway, 9th Floor, St. Louis, Missouri 63102,
Attention: Rick E. Maples (with a copy to Vedder, Price, Kaufman & Kammholz, 222
N. LaSalle Street, Chicago, Illinois 60601, Attention: Jennifer R. Evans). In
all dealings with the Company under this Agreement, Stifel, Nicolaus & Company,
Incorporated shall act as representative of and on behalf of the several
Underwriters, and the Company shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of the Underwriters, made or
given by Stifel, Nicolaus & Company, Incorporated on behalf of the Underwriters,
as if the same shall have been made or given in writing by the Underwriters.

         13.      PARTIES.

The Agreement herein set forth is made solely for the benefit of the
Underwriters and the Offerors and, to the extent expressed, directors, trustees
and officers of the Offerors, any person


                                       36
<PAGE>

controlling the Offerors or the Underwriters, and their respective successors
and assigns. No other person shall acquire or have any right under or by virtue
of this Agreement. The term "successors and assigns" shall not include any
purchaser, in his status as such purchaser, from the Underwriters of the
Designated Preferred Securities.

         14.      GOVERNING LAW.

         This Agreement shall be governed by the laws of the State of Missouri,
without giving effect to the choice of law or conflicts of law principles
thereof.

         15.      AUTHORITY.

         Any certificate signed by an authorized officer of the Company or the
Trust and delivered to either of the Representatives or to counsel for the
Underwriters pursuant to this Agreement shall be deemed a representation and
warranty by the Company and the Trust to the Underwriters as to the matters
covered thereby.

         16.      COUNTERPARTS.

         This Agreement may be executed by facsimile and in one or more
counterparts, and when a counterpart has been executed by each party hereto all
such counterparts taken together shall constitute one and the same Agreement.

                       Signatures appear on the next page


                                       37
<PAGE>


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
shall become a binding agreement among the Company, the Trust and you in
accordance with its terms.

                                    Very truly yours,


                                    INDEPENDENT BANK CORPORATION


                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                    IBC CAPITAL FINANCE II


                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________


                                       38

<PAGE>


CONFIRMED AND ACCEPTED,
as of the date first above written

STIFEL, NICOLAUS & COMPANY,
INCORPORATED


By: ______________________________________________
Name: ____________________________________________
Title: ___________________________________________
For itself and as co-representative of the several
Underwriters named in Schedule I hereto.

FAHNESTOCK & CO. INC.


By: ______________________________________________
Name: ____________________________________________
Title: ___________________________________________
For itself and as co-representative of the several
Underwriters named in Schedule I hereto.

HOWE BARNES INVESTMENTS, INC.


By: ______________________________________________
Name: ____________________________________________
Title: ___________________________________________
For itself and as co-representative of the several
Underwriters named in Schedule I hereto.

RBC DAIN RAUSCHER INC.


By: ______________________________________________
Name: ____________________________________________
Title: ___________________________________________
For itself and as co-representative of the several
Underwriters named in Schedule I hereto.




                                       39
<PAGE>


                                   SCHEDULE I

<TABLE>
<CAPTION>

                           UNDERWRITER                                NUMBER OF SECURITIES
- --------------------------------------------------------------        --------------------
<S>                                                                   <C>
Stifel, Nicolaus & Company, Incorporated......................
Fahnestock & Co. Inc..........................................
Howe Barnes Investments, Inc..................................
RBC Dain Rauscher Inc.........................................
Total.........................................................

</TABLE>



<PAGE>





                           EXHIBIT A

                     LIST OF SUBSIDIARIES


IBC Capital Finance

IBC Capital Finance II

Independent Bank

         IBC Financial Services, Inc.

         First Home Financial

         Independent Mortgage Company -- Central Michigan

Independent Bank West Michigan

         IBC Financial Services West Michigan, Inc.

         Independent Mortgage Company -- West Michigan

Independent Bank South Michigan

         IBC Financial Services South Michigan, Inc.

         Independent Mortgage Company -- South Michigan

Independent Bank East Michigan

         IBC Financial Services East Michigan, Inc.

         Independent Mortgage Company -- East Michigan

Independent Title Services, Inc. (a subsidiary of Independent Bank, Independent
Bank West Michigan, Independent Bank South Michigan and Independent Bank East
Michigan)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>4
<FILENAME>k74892exv4w1.txt
<DESCRIPTION>FORM OF INDENTURE
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.1

================================================================================





                          INDEPENDENT BANK CORPORATION



                                       AND



                         U.S. BANK NATIONAL ASSOCIATION,
                              AS INDENTURE TRUSTEE



                                    INDENTURE



                 ______% JUNIOR SUBORDINATED DEBENTURES DUE 2033

                           DATED AS OF MARCH __, 2003













================================================================================



<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                PAGE
<S>                   <C>                                                                                       <C>
ARTICLE I             DEFINITIONS.................................................................................2

      Section 1.1     Definitions of Terms........................................................................2

ARTICLE II            ISSUE, DESCRIPTION, TERMS, CONDITIONS REGISTRATION AND EXCHANGE OF THE DEBENTURES..........10

      Section 2.1     Designation and Principal Amount...........................................................10
      Section 2.2     Maturity...................................................................................10
      Section 2.3     Form and Payment...........................................................................11
      Section 2.4     Intentionally Left Blank...................................................................11
      Section 2.5     Interest...................................................................................11
      Section 2.6     Execution and Authentications..............................................................12
      Section 2.7     Registration of Transfer and Exchange......................................................13
      Section 2.8     Temporary Debentures.......................................................................14
      Section 2.9     Mutilated, Destroyed, Lost or Stolen Debentures............................................14
      Section 2.10    Cancellation...............................................................................15
      Section 2.11    Benefit of Indenture.......................................................................15
      Section 2.12    Authenticating Agent.......................................................................15

ARTICLE III           REDEMPTION OF DEBENTURES...................................................................16

      Section 3.1     Redemption.................................................................................16
      Section 3.2     Special Event Redemption...................................................................16
      Section 3.3     Optional Redemption by Company.............................................................17
      Section 3.4     Notice of Redemption.......................................................................17
      Section 3.5     Payment Upon Redemption....................................................................18
      Section 3.6     No Sinking Fund............................................................................19

ARTICLE IV            EXTENSION OF INTEREST PAYMENT PERIOD.......................................................19

      Section 4.1     Extension of Interest Payment Period.......................................................19
      Section 4.2     Notice of Extension........................................................................19
      Section 4.3     Limitation on Transactions.................................................................20

ARTICLE V             PARTICULAR COVENANTS OF THE COMPANY........................................................20

      Section 5.1     Payment of Principal and Interest..........................................................20
      Section 5.2     Maintenance of Agency......................................................................21
      Section 5.3     Paying Agents..............................................................................21
      Section 5.4     Appointment to Fill Vacancy in Office of Trustee...........................................22
      Section 5.5     Compliance with Consolidation Provisions...................................................22
      Section 5.6     Limitation on Transactions.................................................................22
      Section 5.7     Covenants as to the Trust..................................................................23
      Section 5.8     Covenants as to Purchases..................................................................23
      Section 5.9     Waiver of Usury, Stay or Extension Laws....................................................24
</TABLE>


                                       i


<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>

                                                                                                                PAGE
<S>                   <C>                                                                                       <C>
      Section 5.10    Limitation on Additional Junior Indebtedness...............................................24

ARTICLE VI            DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.........................26

      Section 6.1     Company to Furnish Trustee Names and Addresses of Debentureholders.........................26
      Section 6.2     Preservation of Information Communications with Debentureholders...........................26
      Section 6.3     Reports by the Company.....................................................................26
      Section 6.4     Reports by the Trustee.....................................................................27

ARTICLE VII           REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT...........................27

      Section 7.1     Events of Default..........................................................................27
      Section 7.2     Collection of Indebtedness and Suits for Enforcement by Trustee............................29
      Section 7.3     Application of Moneys Collected............................................................30
      Section 7.4     Limitation on Suits........................................................................30
      Section 7.5     Rights and Remedies Cumulative; Delay or Omission not Waiver...............................31
      Section 7.6     Control by Debentureholders................................................................31
      Section 7.7     Undertaking to Pay Costs...................................................................32
      Section 7.8     Direct Action; Right of Set-Off............................................................32

ARTICLE VIII          FORM OF DEBENTURE AND ORIGINAL ISSUE.......................................................33

      Section 8.1     Form of Debenture..........................................................................33
      Section 8.2     Original Issue of Debentures...............................................................33

ARTICLE IX            CONCERNING THE TRUSTEE.....................................................................33

      Section 9.1     Certain Duties and Responsibilities of the Trustee.........................................33
      Section 9.2     Notice of Defaults.........................................................................34
      Section 9.3     Certain Rights of Trustee..................................................................35
      Section 9.4     Trustee Not Responsible for Recitals, etc..................................................36
      Section 9.5     May Hold Debentures........................................................................36
      Section 9.6     Moneys Held in Trust.......................................................................36
      Section 9.7     Compensation and Reimbursement.............................................................36
      Section 9.8     Reliance on Officers' Certificate..........................................................37
      Section 9.9     Disqualification:  Conflicting Interests...................................................37
      Section 9.10    Corporate Trustee Required; Eligibility....................................................37
      Section 9.11    Resignation and Removal; Appointment of Successor..........................................38
      Section 9.12    Acceptance of Appointment by Successor.....................................................39
      Section 9.13    Merger, Conversion, Consolidation or Succession to Business................................39
      Section 9.14    Preferential Collection of Claims Against the Company......................................40

ARTICLE X             CONCERNING THE DEBENTUREHOLDERS............................................................40
</TABLE>

                                       ii



<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>

                                                                                                                PAGE
<S>                   <C>                                                                                       <C>
      Section 10.1    Evidence of Action by Holders..............................................................40
      Section 10.2    Proof of Execution by Debentureholders.....................................................40
      Section 10.3    Who May be Deemed Owners...................................................................41
      Section 10.4    Certain Debentures Owned by Company Disregarded............................................41
      Section 10.5    Actions Binding on Future Debentureholders.................................................41

ARTICLE XI            SUPPLEMENTAL INDENTURES....................................................................42

      Section 11.1    Supplemental Indentures Without the Consent of Debentureholders............................42
      Section 11.2    Supplemental Indentures with Consent of Debentureholders...................................43
      Section 11.3    Effect of Supplemental Indentures..........................................................43
      Section 11.4    Debentures Affected by Supplemental Indentures.............................................43
      Section 11.5    Execution of Supplemental Indentures.......................................................44

ARTICLE XII           SUCCESSOR CORPORATION......................................................................44

      Section 12.1    Company May Consolidate, etc...............................................................44
      Section 12.2    Successor Corporation Substituted..........................................................45
      Section 12.3    Evidence of Consolidation, etc. to Trustee.................................................45

ARTICLE XIII          SATISFACTION AND DISCHARGE.................................................................45

      Section 13.1    Satisfaction and Discharge of Indenture....................................................45
      Section 13.2    Discharge of Obligations...................................................................46
      Section 13.3    Deposited Moneys to be Held in Trust.......................................................46
      Section 13.4    Payment of Monies Held by Paying Agents....................................................46
      Section 13.5    Repayment to Company.......................................................................46

ARTICLE XIV           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS............................47

      Section 14.1    No Recourse................................................................................47

ARTICLE XV            MISCELLANEOUS PROVISIONS...................................................................47

      Section 15.1    Effect on Successors and Assigns...........................................................47
      Section 15.2    Actions by Successor.......................................................................48
      Section 15.3    Surrender of Company Powers................................................................48
      Section 15.4    Notices....................................................................................48
      Section 15.5    Governing Law..............................................................................48
      Section 15.6    Treatment of Debentures as Debt............................................................48
      Section 15.7    Compliance Certificates and Opinions.......................................................48
      Section 15.8    Payments on Business Days..................................................................49
      Section 15.9    Conflict with Trust Indenture Act..........................................................49
      Section 15.10   Counterparts...............................................................................49
      Section 15.11   Separability...............................................................................49
      Section 15.12   Assignment.................................................................................49
</TABLE>

                                       iii



<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>

                                                                                                                PAGE
<S>                   <C>                                                                                       <C>
      Section 15.13   Acknowledgment of Rights...................................................................50

ARTICLE XVI           SUBORDINATION OF DEBENTURES................................................................50

      Section 16.1    Agreement to Subordinate...................................................................50
      Section 16.2    Default on Senior Debt, Subordinated Debt or Additional Senior Obligations.................50
      Section 16.3    Liquidation; Dissolution; Bankruptcy.......................................................51
      Section 16.4    Subrogation................................................................................52
      Section 16.5    Trustee to Effectuate Subordination........................................................53
      Section 16.6    Notice by the Company......................................................................53
      Section 16.7    Rights of the Trustee; Holders of Senior Indebtedness......................................54
      Section 16.8    Subordination may not be Impaired..........................................................54
</TABLE>



EXHIBIT

         Exhibit A     Form of Debenture and Certificate of Authentication


                                       iv

<PAGE>



                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
SECTION OF
TRUST INDENTURE ACT                                                                                     SECTION OF
OF 1939, AS AMENDED                                                                                     INDENTURE
- -------------------                                                                                     ---------
<S>                                                                                                <C>
310(a).......................................................................................................9.10
310(b)........................................................................................................9.9
      .......................................................................................................9.11
310(c).............................................................................................Not Applicable
311(a).......................................................................................................9.14
311(b).......................................................................................................9.14
311(c).............................................................................................Not Applicable
312(a)........................................................................................................6.1
      .....................................................................................................6.2(a)
312(b).....................................................................................................6.2(c)
312(c).....................................................................................................6.2(c)
313(a).....................................................................................................6.4(a)
313(b).....................................................................................................6.4(b)
313(c).....................................................................................................6.4(a)
      .....................................................................................................6.4(b)
313(d).....................................................................................................6.4(c)
314(a).....................................................................................................6.3(a)
314(b).............................................................................................Not Applicable
314(c).......................................................................................................15.7
314(d).............................................................................................Not Applicable
314(e).......................................................................................................15.7
314(f).............................................................................................Not Applicable
315(a).....................................................................................................9.1(a)
      ........................................................................................................9.3
315(b)........................................................................................................9.2
315(c).....................................................................................................9.1(a)
315(d).....................................................................................................9.1(b)
315(e)........................................................................................................7.7
316(a)........................................................................................................1.1
      ........................................................................................................7.6
316(b).....................................................................................................7.4(b)
316(c)....................................................................................................10.1(b)
317(a)........................................................................................................7.2
317(b)........................................................................................................5.3
318(a).......................................................................................................15.9
</TABLE>


Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
      be a part of the Indenture.


                                       v
<PAGE>

                                    INDENTURE

         INDENTURE, dated as of March __, 2003, between Independent Bank
Corporation, a Michigan corporation (the "Company") and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee");

                                    RECITALS

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of securities to be known as its ___% Junior Subordinated Debentures
due 2033 (hereinafter referred to as the "Debentures"), the form and substance
of such Debentures and the terms, provisions and conditions thereof to be set
forth as provided in this Indenture;

         WHEREAS, IBC Capital Finance II, a Delaware statutory trust (the
"Trust"), has offered to the public up to $50,600,000 aggregate liquidation
amount of its Preferred Securities (as defined herein) and proposes to invest
the proceeds from such offering, together with the proceeds of the issuance and
sale by the Trust to the Company of up to $1,564,950 aggregate liquidation
amount of its Common Securities (as defined herein), in up to $52,164,950
aggregate principal amount of the Debentures;

         WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture;

         WHEREAS, all requirements necessary to make this Indenture a valid
instrument in accordance with its terms, and to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the execution and
delivery of this Indenture have been duly authorized in all respects;

         WHEREAS, to provide the terms and conditions upon which the Debentures
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture; and

         WHEREAS, all things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

         NOW, THEREFORE, in consideration of the premises and the purchase of
the Debentures by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of the Debentures:


<PAGE>

                                    ARTICLE I


                                   DEFINITIONS

SECTION 1.1 DEFINITIONS OF TERMS.

         The terms defined in this Section 1.1 (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.1 and shall include the
plural as well as the singular. All other terms used in this Indenture that are
defined in the Trust Indenture Act, or that are by reference in the Trust
Indenture Act defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force at the date of the execution of this instrument. All accounting
terms used herein and not expressly defined shall have the meanings assigned to
such terms in accordance with Generally Accepted Accounting Principles.

         "180-Day Period" shall have the meaning set forth in Section 3.2.

         "Accelerated Maturity Date" means if the Company elects to accelerate
the Maturity Date in accordance with Section 2.2(c), the date selected by the
Company which is prior to the Scheduled Maturity Date, but is after March 31,
2008.

         "Additional Interest" shall have the meaning set forth in Section
2.5(c).

         "Additional Junior Indebtedness" means, without duplication, (A) any
indebtedness, liabilities or obligations of the Company, or any Affiliate of the
Company, under debt securities (or guarantees in respect of debt securities)
initially issued to any trust, or a trustee of a trust, partnership or other
entity affiliated with the Company that is, directly or indirectly, a finance
subsidiary (as such term is defined in Rule 3a-5 under the Investment Company
Act) or other financing vehicle of the Company or any Affiliate of the Company
in connection with the issuance by that entity of preferred securities or other
securities that are intended to qualify for Tier 1 capital treatment (or the
then equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to the Company, other than the
Debentures; provided, however, that the inability of the Company to treat all or
any portion of the Additional Junior Indebtedness as Tier 1 capital shall not
disqualify it as Additional Junior Indebtedness if such inability results from
the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve now or may hereafter accord Tier 1 capital treatment (including
the Debentures) in excess of the amount which may qualify for treatment as Tier
1 capital under applicable capital adequacy guidelines of the Federal Reserve,
and (B) any indebtedness, liabilities or obligations of the Company, or any
Affiliate of the Company, that is junior or otherwise subordinate in right of
payment to Senior Indebtedness of the Company and that has a maturity or is
otherwise due and payable by the Company on a date twelve (12) months or more
after its date of original issuance, other than the Debentures.

         "Additional Senior Obligations" means all indebtedness of the Company
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative

                                       2

<PAGE>

products such as interest and foreign exchange rate contracts, commodity
contracts and similar arrangements; provided, however, that Additional Senior
Obligations does not include claims in respect of Senior Debt or Subordinated
Debt or obligations which, by their terms, are expressly stated to be not
superior in right of payment to the Debentures or to rank pari passu in right of
payment with the Debentures, including the Company's 9.25% Subordinated
Debentures due 2026, issued to IBC Capital Finance, a Delaware statutory trust.
For purposes of this definition, "claim" shall have the meaning assigned thereto
in Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

         "Administrative Trustees" shall have the meaning set forth in the Trust
Agreement.

         "Affiliate" means, with respect to a specified Person: (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating Agent" means an authenticating agent with respect to
the Debentures appointed by the Trustee pursuant to Section 2.12.

         "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board or any other duly designated officers of
the Company.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.

         "Business Day" means, with respect to the Debentures, any day other
than a Saturday or a Sunday or a day on which federal or state banking
institutions in Boston, Massachusetts are authorized or required by law,
executive order or regulation to close, or a day on which the Corporate Trust
Office of the Trustee or the Property Trustee is closed for business.

         "Capital Treatment Event" means the receipt by the Company and the
Trust of an Opinion of Counsel, rendered by a law firm having a recognized
national bank regulatory practice, to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
of impairment of the



                                       3
<PAGE>

Company's ability to treat the Preferred Securities (or any substantial portion
thereof) as Tier 1 capital (or the then equivalent thereof), for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company; provided, however, that the Trust or the Company
shall have requested and received such an Opinion of Counsel with regard to such
matters within a reasonable period of time after the Trust or the Company shall
have become aware of the possible occurrence of any such event; provided,
however, that the inability of the Company to treat all or any portion of the
Liquidation Amount of the Preferred Securities as Tier 1 Capital shall not
constitute the basis for a Capital Treatment Event if such inability results
from the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve now or may hereafter accord Tier 1 Capital treatment in excess
of the amount which may qualify for treatment as Tier 1 Capital under applicable
capital adequacy guidelines of the Federal Reserve; provided, further, however,
that the distribution of Debentures in connection with the dissolution of the
Trust shall not in and of itself constitute a Capital Treatment Event.

         "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company. The Certificate need not comply
with the provisions of Section 15.7.

         "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

         "Commission" means the Securities and Exchange Commission.

         "Common Securities" means undivided beneficial interests in the assets
of the Trust which rank pari passu with the Preferred Securities; provided,
however, that upon the occurrence of an Event of Default, the rights of holders
of Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders
of Preferred Securities.

         "Company" means Independent Bank Corporation, a corporation duly
organized and existing under the laws of the State of Michigan, and, subject to
the provisions of Article XII, shall also include its successors and assigns.

         "Compounded Interest" shall have the meaning set forth in Section 4.1.

         "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 1 Federal Street,
3rd Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services
Division.

         "Coupon Rate" shall have the meaning set forth in Section 2.5(a).

         "Custodian" means any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

         "Debentures" shall have the meaning set forth in the Recitals hereto.



                                       4
<PAGE>

         "Debentureholder," "holder of Debentures," "registered holder," or
other similar term, means the Person or Persons in whose name or names a
particular Debenture shall be registered on the books of the Company or the
Trustee kept for that purpose in accordance with the terms of this Indenture.

         "Debenture Register" shall have the meaning set forth in Section
2.7(b).

         "Debenture Registrar" shall have the meaning set forth in Section
2.7(b).

         "Debt" means with respect to any Person, whether recourse is to all or
a portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

         "Default" means any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

         "Deferred Interest" shall have the meaning set forth in Section 4.1.

         "Direct Action" shall have the meaning set forth in Section 7.8.

         "Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust Agreement and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Trust Agreement.

         "Event of Default" means, with respect to the Debentures, any event
specified in Section 7.1, which has continued for the period of time, if any,
and after the giving of the notice, if any, therein designated.

         "Exchange Act," means the Securities Exchange Act of 1934, as amended,
as in effect at the date of execution of this Indenture.

         "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.1.

         "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

         "Generally Accepted Accounting Principles" means such accounting
principles as are generally accepted at the time of any computation required
hereunder.



                                       5
<PAGE>

         "Governmental Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged; or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

         "Herein," "hereof," and "hereunder," and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.

         "Interest Payment Date," when used with respect to any installment of
interest on the Debentures, means the date specified in the Debenture or in an
indenture supplemental hereto with respect to the Debentures as the fixed date
on which an installment of interest with respect to the Debentures is due and
payable.

         "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this Indenture.

         "Investment Company Event" means the receipt by the Trust and the
Company of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under the
Trust Agreement; provided, however, that the Trust or the Company shall have
requested and received such an Opinion of Counsel with regard to such matters
within a reasonable period of time after the Trust or the Company shall have
become aware of the possible occurrence of any such event.

         "Maturity Date" means the date on which the Debentures mature and on
which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Compounded Interest and Additional Interest,
if any.



                                       6
<PAGE>

         "Ministerial Action" shall have the meaning set forth in Section 3.2.

         "Officers' Certificate" means a certificate signed by the President or
an Executive Vice President and by the Chief Financial Officer or the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Company that is delivered to the Trustee in accordance with the terms hereof.
Each such certificate shall include the statements provided for in Section 15.7,
if and to the extent required by the provisions thereof.

         "Opinion of Counsel" means an opinion in writing of independent,
outside legal counsel for the Company that is delivered to the Trustee in
accordance with the terms hereof. Each such opinion shall include the statements
provided for in Section 15.7, if and to the extent required by the provisions
thereof.

         "Outstanding," when used in reference to the Debentures, means, subject
to the provisions of Section 10.4, as of any particular time, all Debentures
theretofore authenticated and delivered by the Trustee under this Indenture,
except (a) Debentures theretofore canceled by the Trustee or any paying agent,
or delivered to the Trustee or any paying agent for cancellation or that have
previously been canceled; (b) Debentures or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in the necessary amount
shall have been deposited in trust with the Trustee or with any paying agent
(other than the Company) or shall have been set aside and segregated in trust by
the Company (if the Company shall act as its own paying agent); provided,
however, that if such Debentures or portions of such Debentures are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article III provided, or provision satisfactory to the Trustee
shall have been made for giving such notice; and (c) Debentures in lieu of or in
substitution for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.7; provided, however, that in
determining whether the holders of the requisite percentage of Debentures have
given any request, notice, consent or waiver hereunder, Debentures held by the
Company or any Affiliate of the Company shall not be included; provided,
further, that the Trustee shall be protected in relying upon any request,
notice, consent or waiver unless a Responsible Officer of the Trustee shall have
actual knowledge that the holder of such Debenture is the Company or an
Affiliate thereof.

         "Person" means any individual, corporation, partnership, joint-venture,
joint-stock company, limited liability company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

         "Predecessor Debenture" means every previous Debenture evidencing all
or a portion of the same debt as that evidenced by such particular Debenture;
and, for the purposes of this definition, any Debenture authenticated and
delivered under Section 2.9 in lieu of a lost, destroyed or stolen Debenture
shall be deemed to evidence the same debt as the lost, destroyed or stolen
Debenture.

         "Preferred Securities" means the ___% Cumulative Trust Preferred
Securities representing undivided beneficial interests in the assets of the
Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.



                                       7
<PAGE>

         "Preferred Securities Guarantee" means any guarantee that the Company
may enter into with the Trustee or other Persons that operates directly or
indirectly for the benefit of holders of Preferred Securities.

         "Property Trustee" has the meaning set forth in the Trust Agreement.

         "Redemption Price" shall have the meaning set forth in Section 3.2.

         "Responsible Officer" when used with respect to the Trustee means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture, including any vice
president, any trust officer, any assistant secretary or any other officer or
assistant officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

         "Scheduled Maturity Date" means March 31, 2033.

         "Securities Act," means the Securities Act of 1933, as amended, as in
effect at the date of execution of this instrument.

         "Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures, provided, however, that Senior
Debt shall not be deemed to include (i) any Debt of the Company which when
incurred and without respect to any election under Section 1111(b) of the United
States Bankruptcy Code of 1978, as amended, was without recourse to the Company;
(ii) any Debt of the Company owed to any of its subsidiaries; (iii) Debt owed to
any employee of the Company; (iv) Debt which by its terms is subordinated to
trade accounts payable or accrued liabilities arising in the ordinary course of
business to the extent that payments made to the holders of such Debt by the
holders of the Debentures as a result of the subordination provisions of this
Indenture would be greater than they otherwise would have been as a result of
any obligation of such holders to pay amounts over to the obligees on such trade
accounts payable or accrued liabilities arising in the ordinary course of
business as a result of subordination provisions to which such Debt is subject;
and (v) Debt which constitutes Subordinated Debt.

         "Senior Indebtedness" shall have the meaning set forth in Section 16.1.

         "Special Event" means a Tax Event, an Investment Company Event or a
Capital Treatment Event.

         "Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter



                                       8
<PAGE>

incurred, which is by its terms expressly provided to be junior and subordinate
to Senior Debt of the Company (other than the Debentures); provided, however,
that Subordinated Debt will not be deemed to include (i) any Debt of the Company
which when incurred and without respect to any election under section 1111(b) of
the United States Bankruptcy Code of 1978, as amended, was without recourse to
the Company, (ii) any Debt of the Company owed to any of its subsidiaries, (iii)
any Debt owed to any employee of the Company, (iv) any Debt which by its terms
is subordinated to trade accounts payable or accrued liabilities arising in the
ordinary course of business to the extent that payments made to the holders of
such Debt by the holders of the Debentures as a result of the subordination
provisions of this Indenture would be greater than they otherwise would have
been as a result of any obligation of such holders to pay amounts over to the
obligees on such trade accounts payable or accrued liabilities arising in the
ordinary course of business as a result of subordination provisions to which
such Debt is subject, (v) Debt which constitutes Senior Debt and (vi) any Debt
of the Company under debt securities (and guarantees in respect of these debt
securities) initially issued to any trust, or a trustee of a trust, partnership
or other entity affiliated with the Company that is, directly or indirectly, a
financing vehicle of the Company in connection with the issuance by that entity
of preferred securities or other securities which are intended to qualify for
Tier 1 capital treatment.

         "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries; (ii) any general
partnership, limited liability company, joint venture, trust or similar entity,
at least a majority of whose outstanding partnership or similar interests shall
at the time be owned by such Person, or by one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries; and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.

         "Tax Event" means the receipt by the Company and the Trust of an
Opinion of Counsel, rendered by a law firm having a recognized national tax and
securities practice, to the effect that, as a result of any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of the
Debentures under this Indenture, there is more than an insubstantial risk that
(i) the Trust is, or shall be within 90 days after the date of such Opinion of
Counsel, subject to United States federal income tax with respect to income
received or accrued on the Debentures; (ii) interest payable by the Company on
the Debentures is not, or within 90 days after the date of such Opinion of
Counsel, shall not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes; or (iii) the Trust is, or shall be
within 90 days after the date of such Opinion of Counsel, subject to more than a
de minimis amount of other taxes, duties, assessments or other governmental
charges; provided, however, that the Trust or the Company shall have requested
and received such an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Trust or the Company shall have become aware
of the possible occurrence of any of the events described in clauses (i) through
(iii) above.

         "Trust" means IBC Capital Finance II, a Delaware statutory trust.



                                       9
<PAGE>

         "Trust Agreement" means the Amended and Restated Trust Agreement, dated
as of March ___, 2003, of the Trust.

         "Trustee" means U.S. Bank National Association and, subject to the
provisions of Article IX, shall also include its successors and assigns, and, if
at any time there is more than one Person acting in such capacity hereunder,
"Trustee" shall mean each such Person.

         "Trust Indenture Act," means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 11.1, 11.2, and 12.1, as in
effect at the date of execution of this instrument.

         "Trust Securities" means the Common Securities and Preferred
Securities, collectively.

         "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                   ARTICLE II

                      ISSUE, DESCRIPTION, TERMS, CONDITIONS
                   REGISTRATION AND EXCHANGE OF THE DEBENTURES

SECTION 2.1 DESIGNATION AND PRINCIPAL AMOUNT.

         There is hereby authorized Debentures designated the "__% Junior
Subordinated Debentures due 2033," limited in aggregate principal amount to
$52,164,950, which amount shall be as set forth in any written order of the
Company for the authentication and delivery of Debentures pursuant to Section
2.6.

SECTION 2.2 MATURITY.

         (a) The Maturity Date shall be either:

                  (i) the Scheduled Maturity Date; or

                  (ii) if the Company elects to accelerate the Maturity Date to
be a date prior to the Scheduled Maturity Date in accordance with Section
2.2(b), the Accelerated Maturity Date.

         (b) The Company may at any time before the day which is 90 days before
the Scheduled Maturity Date and after March 31, 2008, elect to shorten the
Maturity Date only once to the Accelerated Maturity Date provided that the
Company has received the prior approval of the Federal Reserve if then required
under applicable capital guidelines, policies or regulations of the Federal
Reserve.

         (c) If the Company elects to accelerate the Maturity Date in accordance
with Section 2.2(b), the Company shall give notice to the Trustee and the Trust
(unless the Trust is not the holder of the Debentures, in which case the Trustee
will give notice to the holders of the



                                       10
<PAGE>

Debentures) of the acceleration of the Maturity Date and the Accelerated
Maturity Date at least 35 days and no more than 180 days before the Accelerated
Maturity Date; provided, however, that nothing provided in this Section 2.2
shall limit the Company's rights, as provided in Article III hereof, to redeem
all or a portion of the Debentures at such time or times on or after March 31,
2008, as the Company may so determine, or at any time upon the occurrence of a
Special Event.

SECTION 2.3 FORM AND PAYMENT.

         The Debentures shall be issued in fully registered certificated form
without interest coupons. Principal and interest on the Debentures issued in
certificated form shall be payable, the transfer of such Debentures shall be
registrable and such Debentures shall be exchangeable for Debentures bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the holder at such address as shall appear in the Debenture
Register or by wire transfer to an account maintained by the holder as specified
in the Debenture Register, provided that the holder provides proper transfer
instructions by the regular record date. Notwithstanding the foregoing, so long
as the holder of any Debentures is the Property Trustee, the payment of
principal of and interest (including Compounded Interest and Additional
Interest, if any) on such Debentures held by the Property Trustee shall be made
by wire transfer at such place and to such account as may be designated by the
Property Trustee.

SECTION 2.4 INTENTIONALLY LEFT BLANK.

SECTION 2.5 INTEREST.

         (a) Each Debenture shall bear interest at the rate of __% per annum
(the "Coupon Rate") from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the Coupon Rate, compounded quarterly,
payable (subject to the provisions of Article IV) quarterly in arrears on March
31, June 30, September 30 and December 31 of each year (each, an "Interest
Payment Date"), commencing on June 30, 2003 to the Person in whose name such
Debenture or any Predecessor Debenture is registered, at the close of business
on the regular record date for such interest installment, which shall be the
fifteenth day of the last month of the calendar quarter.

         (b) The amount of interest payable for any period shall be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed, shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment of
interest payable on such date shall be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day (and
without any reduction of interest or any other payment in respect of any such
acceleration), in each case with the same force and effect as if made on the
date such payment was originally payable.


                                       11
<PAGE>

         (c) If, at any time while the Property Trustee is the holder of any
Debentures, the Trust or the Property Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any case, the Company shall pay as additional interest ("Additional
Interest") on the Debentures held by the Property Trustee, such additional
amounts as shall be required so that the net amounts received and retained by
the Trust and the Property Trustee after paying such taxes, duties, assessments
or other governmental charges shall be equal to the amounts the Trust and the
Property Trustee would have received had no such taxes, duties, assessments or
other government charges been imposed.

SECTION 2.6 EXECUTION AND AUTHENTICATIONS.

         (a) The Debentures shall be signed on behalf of the Company by its
President or one of its Executive Vice Presidents or Chief Financial Officer or
Treasurer, under its corporate seal attested by its Secretary or one of its
Assistant Secretaries. Signatures may be in the form of a manual or facsimile
signature. The Company may use the facsimile signature of any Person who shall
have been a President or Executive Vice President thereof, or of any Person who
shall have been a Secretary or Assistant Secretary thereof, notwithstanding the
fact that at the time the Debentures shall be authenticated and delivered or
disposed of such Person shall have ceased to be the President or a Vice
President, or the Secretary or an Assistant Secretary, of the Company (and any
such signature shall be binding on the Company). The seal of the Company may be
in the form of a facsimile of such seal and may be impressed, affixed, imprinted
or otherwise reproduced on the Debentures. The Debentures may contain such
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Debenture shall be dated the date of its authentication by the
Trustee.

         (b) A Debenture shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

         (c) At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Debentures executed by the Company to
the Trustee for authentication, together with a written order of the Company for
the authentication and delivery of such Debentures signed by its President or
any Executive Vice President and its Chief Financial Officer or the Treasurer or
any Assistant Treasurer, and the Trustee in accordance with such written order
shall authenticate and deliver such Debentures.

         (d) In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 9.1) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

         (e) The Trustee shall not be required to authenticate such Debentures
if the issue of such Debentures pursuant to this Indenture shall affect the
Trustee's own rights, duties or immunities under the Debentures and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.



                                       12
<PAGE>

SECTION 2.7 REGISTRATION OF TRANSFER AND EXCHANGE.

         (a) Debentures may be exchanged upon presentation thereof at the office
or agency of the Company designated for such purpose in the Borough of
Manhattan, The City of New York, or at the office of the Debenture Registrar,
for other Debentures and for a like aggregate principal amount in denominations
of integral multiples of $25, upon payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, all as provided in this
Section 2.7. In respect of any Debentures so surrendered for exchange, the
Company shall execute, the Trustee shall authenticate and such office or agency
shall deliver in exchange therefor the Debenture or Debentures that the
Debentureholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.

         (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in Boston, Massachusetts, or at the office of
the Debenture Registrar or such other location designated by the Company a
register or registers (herein referred to as the "Debenture Register") in which,
subject to such reasonable regulations as the Debenture Registrar (as defined
below) may prescribe, the Company shall register the Debentures and the
transfers of Debentures as in this Article II provided and which at all
reasonable times shall be open for inspection by the Trustee. The registrar for
the purpose of registering Debentures and transfer of Debentures as herein
provided shall initially be the Trustee and thereafter as may be appointed by
the Company as authorized by Board Resolution (the "Debenture Registrar"). Upon
surrender for transfer of any Debenture at the office or agency of the Company
designated for such purpose, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Debenture or Debentures for a like aggregate
principal amount. All Debentures presented or surrendered for exchange or
registration of transfer, as provided in this Section 2.7, shall be accompanied
(if so required by the Company or the Debenture Registrar) by a written
instrument or instruments of transfer, in form satisfactory to the Company or
the Debenture Registrar, duly executed by the registered holder or by such
holder's duly authorized attorney in writing.

         (c) No service charge shall be made for any exchange or registration of
transfer of Debentures, or issue of new Debentures in case of partial
redemption, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.8, Section 3.5(b) and Section 11.4 not involving any
transfer.

         (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Debentures during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
less than all the Outstanding Debentures and ending at the close of business on
the day of such mailing; nor (ii) to register the transfer of or exchange any
Debentures or portions thereof called for redemption.

         (e) Debentures may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Indenture. Any
transfer or purported transfer of any Debenture not made in accordance with this
Indenture shall be null and void.



                                       13
<PAGE>

SECTION 2.8 TEMPORARY DEBENTURES.

         Pending the preparation of definitive Debentures, the Company may
execute, and the Trustee shall authenticate and deliver, temporary Debentures
(printed, lithographed, or typewritten). Such temporary Debentures shall be
substantially in the form of the definitive Debentures in lieu of which they are
issued, but with such omissions, insertions and variations as may be appropriate
for temporary Debentures, all as may be determined by the Company. Every
temporary Debenture shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Debentures. Without unnecessary delay the Company
shall execute and shall furnish definitive Debentures and thereupon any or all
temporary Debentures may be surrendered in exchange therefor (without charge to
the holders), at the office or agency of the Company designated for the purpose
in Boston, Massachusetts, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Debentures an equal
aggregate principal amount of definitive Debentures, unless the Company advises
the Trustee to the effect that definitive Debentures need not be executed and
furnished until further notice from the Company. Until so exchanged, the
temporary Debentures shall be entitled to the same benefits under this Indenture
as definitive Debentures authenticated and delivered hereunder.

SECTION 2.9 MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.

         (a) In case any temporary or definitive Debenture shall become
mutilated or be destroyed, lost or stolen, the Company (subject to the next
succeeding sentence) shall execute, and upon the Company's request the Trustee
(subject as aforesaid) shall authenticate and deliver, a new Debenture bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Debenture, or in lieu of and in substitution for the Debenture so
destroyed, lost, stolen or mutilated. In every case the applicant for a
substituted Debenture shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Debenture and of the ownership thereof. The
Trustee may authenticate any such substituted Debenture and deliver the same
upon the written request or authorization of the President or any Vice President
and the Chief Financial Officer or the Treasurer or any Assistant Treasurer of
the Company. Upon the issuance of any substituted Debenture, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Debenture
that has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debenture, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Debenture) if the applicant for such payment shall furnish
to the Company and the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debenture and of the ownership thereof.

         (b) Every replacement Debenture issued pursuant to the provisions of
this Section 2.9 shall constitute an additional contractual obligation of the
Company whether or not the mutilated, destroyed, lost or stolen Debenture shall
be found at any time, or be enforceable by anyone, and shall



                                       14
<PAGE>

be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debentures duly issued hereunder. All Debentures shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Debentures, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

SECTION 2.10 CANCELLATION.

         All Debentures surrendered for the purpose of payment, redemption,
exchange or registration of transfer shall, if surrendered to the Company or any
paying agent, be delivered to the Trustee for cancellation, or, if surrendered
to the Trustee, shall be canceled by it, and no Debentures shall be issued in
lieu thereof except as expressly required or permitted by any of the provisions
of this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Debentures held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Debentures in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Debentures,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

SECTION 2.11 BENEFIT OF INDENTURE.

         Nothing in this Indenture or in the Debentures, express or implied,
shall give or be construed to give to any Person, other than the parties hereto
and the holders of the Debentures (and, with respect to the provisions of
Article XVI, the holders of Senior Indebtedness) any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders
of the Debentures (and, with respect to the provisions of Article XVI, the
holders of Senior Indebtedness).

SECTION 2.12 AUTHENTICATING AGENT.

         (a) So long as any of the Debentures remain Outstanding there may be an
Authenticating Agent for any or all such Debentures, which Authenticating Agent
the Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Debentures issued
upon exchange, transfer or partial redemption thereof, and Debentures so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. All references in this Indenture to the authentication of Debentures
by the Trustee shall be deemed to include authentication by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall be
a corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state



                                       15
<PAGE>

authorities. If at any time any Authenticating Agent shall cease to be eligible
in accordance with these provisions, it shall resign immediately.

         (b) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                                  ARTICLE III

                            REDEMPTION OF DEBENTURES

SECTION 3.1 REDEMPTION.

         Subject to the Company having received prior approval of the Federal
Reserve, if then required under the applicable capital guidelines, policies or
regulations of the Federal Reserve, the Company may redeem the Debentures issued
hereunder on and after the dates set forth in and in accordance with the terms
of this Article III.

SECTION 3.2 SPECIAL EVENT REDEMPTION.

         Subject to the Company having received the prior approval of the
Federal Reserve, if then required under the applicable capital guidelines,
policies or regulations of the Federal Reserve, if a Special Event has occurred
and is continuing, then, notwithstanding Section 3.3(a) but subject to Section
3.3(b), the Company shall have the right upon not less than 30 days' nor more
than 60 days' notice to the holders of the Debentures to redeem the Debentures,
in whole but not in part, for cash within 180 days following the occurrence of
such Special Event (the "180-Day Period") at a redemption price equal to 100% of
the principal amount to be redeemed plus any accrued and unpaid interest thereon
to the date of such redemption (the "Redemption Price"), provided that if at the
time there is available to the Company the opportunity to eliminate, within the
180-Day Period, a Tax Event by taking some ministerial action (a "Ministerial
Action"), such as filing a form or making an election, or pursuing some other
similar reasonable measure which has no adverse effect on the Company, the Trust
or the holders of the Trust Securities issued by the Trust, the Company shall
pursue such Ministerial Action in lieu of redemption, and, provided further,
that the Company shall have no right to redeem the Debentures pursuant to this
Section 3.2 while it is pursuing any Ministerial Action pursuant to its
obligations hereunder, and, provided further, that, if it is determined that the
taking of a Ministerial Action would not eliminate the Tax Event within the
180-Day Period, the Company's right to redeem the Debentures pursuant to this
Section 3.2 shall be restored and it shall have no further obligations to pursue
the Ministerial Action. The Redemption Price shall be paid prior to 12:00 p.m.
(noon), New York time, on the date of such redemption or such earlier time as
the Company determines, provided that the Company shall deposit with the Trustee
an amount sufficient to pay the Redemption Price by 10:00 a.m., New York time,
on the date such Redemption Price is to be paid.


                                       16
<PAGE>

SECTION 3.3 OPTIONAL REDEMPTION BY COMPANY.

         (a) Subject to the provisions of Section 3.3(c), except as otherwise
may be specified in this Indenture, the Company shall have the right to redeem
the Debentures, in whole or in part, from time to time, on or after March 31,
2008, at a Redemption Price equal to 100% of the principal amount to be redeemed
plus any accrued and unpaid interest thereon to the date of such redemption. Any
redemption pursuant to this Section 3.3(a) shall be made upon not less than 30
days' nor more than 60 days' notice to the holder of the Debentures, at the
Redemption Price. If the Debentures are only partially redeemed pursuant to this
Section 3.3(a), the Debentures shall be redeemed pro rata or by lot or in such
other manner as the Trustee shall deem appropriate and fair in its discretion.
The Redemption Price shall be paid prior to 12:00 p.m. (noon), New York time, on
the date of such redemption or at such earlier time as the Company determines
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the Redemption Price by 10:00 a.m., New York time, on the date such
Redemption Price is to be paid.

         (b) Subject to the provisions of Section 3.3(c), the Company shall have
the right to redeem Debentures at any time and from time to time in a principal
amount equal to the Liquidation Amount (as defined in the Trust Agreement) of
any Preferred Securities purchased and beneficially owned by the Company, plus
an additional principal amount of Debentures equal to the Liquidation Amount (as
defined in the Trust Agreement) of that number of Common Securities that bears
the same proportion to the total number of Common Securities then outstanding as
the number of Preferred Securities to be redeemed bears to the total number of
Preferred Securities then outstanding. Such Debentures shall be redeemed
pursuant to this Section 3.3(b) only in exchange for and upon surrender by the
Company to the Property Trustee of the Preferred Securities and a proportionate
amount of Common Securities, whereupon the Property Trustee shall cancel the
Preferred Securities and Common Securities so surrendered and a Like Amount (as
defined in the Trust Agreement) of Debentures shall be extinguished by the
Trustee and shall no longer be deemed Outstanding.

         (c) If a partial redemption of the Debentures would result in the
delisting of the Preferred Securities issued by the Trust from the Nasdaq
National Market or any other national securities exchange or other organization
on which the Preferred Securities are then listed or quoted, the Company shall
not be permitted to effect such partial redemption and may only redeem the
Debentures in whole.

SECTION 3.4 NOTICE OF REDEMPTION.

         (a) Except in the case of a redemption pursuant to Section 3.3(b), in
case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Debentures in accordance with the right reserved
so to do, the Company shall, or shall cause the Trustee to upon receipt of at
least 45 days' written notice from the Company (which notice shall, in the event
of a partial redemption, include a representation to the effect that such
partial redemption will not result in the delisting of the Preferred Securities
as described in Section 3.3(c) above), give notice of such redemption to holders
of the Debentures to be redeemed by mailing, first class postage prepaid, a
notice of such redemption not less than 30 days and not more than 60 days before
the date fixed for redemption to such holders at their last addresses as they
shall appear upon the Debenture Register unless a shorter period is specified in
the Debentures to be redeemed. Any notice that is mailed in



                                       17
<PAGE>

the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder receives the notice. In any case,
failure duly to give such notice to the holder of any Debenture designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Debentures. In
the case of any redemption of Debentures prior to the expiration of any
restriction on such redemption provided in the terms of such Debentures or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with any such restriction. Each such
notice of redemption shall specify the date fixed for redemption and the
Redemption Price and shall state that payment of the Redemption Price shall be
made at the office or agency of the Company in Boston, Massachusetts or at the
Corporate Trust Office of the Trustee, upon presentation and surrender of such
Debentures, that interest accrued to the date fixed for redemption shall be paid
as specified in said notice and that from and after said date interest shall
cease to accrue. If less than all the Debentures are to be redeemed, the notice
to the holders of the Debentures shall specify the particular Debentures to be
redeemed. If the Debentures are to be redeemed in part only, the notice shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the redemption date, upon surrender of such Debenture, a new
Debenture or Debentures in principal amount equal to the unredeemed portion
thereof shall be issued.

         (b) Except in the case of redemption pursuant to Section 3.3(b), if
less than all the Debentures are to be redeemed, the Company shall give the
Trustee at least 45 days' notice in advance of the date fixed for redemption as
to the aggregate principal amount of Debentures to be redeemed, and thereupon
the Trustee shall select, pro rata or by lot or in such other manner as it shall
deem appropriate and fair in its discretion, the portion or portions (equal to
$25 or any integral multiple thereof) of the Debentures to be redeemed and shall
thereafter promptly notify the Company in writing of the numbers of the
Debentures to be redeemed, in whole or in part. The Company may, if and whenever
it shall so elect pursuant to the terms hereof, by delivery of instructions
signed on its behalf by its Chairman, its President or any Vice President,
instruct the Trustee or any paying agent to call all or any part of the
Debentures for redemption and to give notice of redemption in the manner set
forth in this Section 3.4, such notice to be in the name of the Company or its
own name as the Trustee or such paying agent may deem advisable. In any case in
which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such
Debenture Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such paying agent to
give any notice by mail that may be required under the provisions of this
Section 3.4.

SECTION 3.5 PAYMENT UPON REDEMPTION.

         (a) If the giving of notice of redemption shall have been completed as
above provided, the Debentures or portions of Debentures to be redeemed
specified in such notice shall become due and payable on the date and at the
place stated in such notice at the applicable Redemption Price, and interest on
such Debentures or portions of Debentures shall cease to accrue on and after the
date fixed for redemption, unless the Company shall default in the payment of
such Redemption Price with respect to any such Debenture or portion thereof. On
presentation and surrender of such Debentures on or after the date fixed for
redemption at the place of payment specified in the notice, said Debentures
shall be paid and redeemed at the Redemption Price (but if the date fixed for
redemption is an Interest Payment Date, the interest installment payable on such
date shall be



                                       18
<PAGE>

payable to the registered holder at the close of business on the applicable
record date pursuant to Section 2.5(a)).

         (b) Upon presentation of any Debenture that is to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and the
office or agency where the Debenture is presented shall deliver to the holder
thereof, at the expense of the Company, a new Debenture of authorized
denomination in principal amount equal to the unredeemed portion of the
Debenture so presented.

SECTION 3.6 NO SINKING FUND.

         The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 4.1 EXTENSION OF INTEREST PAYMENT PERIOD.

         The Company shall have the right, at any time and from time to time
during the term of the Debentures so long as no Event of Default has occurred
and is continuing, to defer payments of interest by extending the interest
payment period of such Debentures for a period not exceeding 20 consecutive
quarters (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
Extended Interest Payment Period may extend beyond the Maturity Date or end on a
date other than an Interest Payment Date. To the extent permitted by applicable
law, interest, the payment of which has been deferred because of the extension
of the interest payment period pursuant to this Section 4.1, shall bear interest
thereon at the Coupon Rate compounded quarterly for each quarter of the Extended
Interest Payment Period ("Compounded Interest"). At the end of the Extended
Interest Payment Period, the Company shall calculate (and deliver such
calculation to the Trustee) and pay all interest accrued and unpaid on the
Debentures, including any Additional Interest and Compounded Interest (together,
"Deferred Interest"). Before the termination of any Extended Interest Payment
Period, the Company may further extend such period so long as no Event of
Default has occurred and is continuing, provided that such period together with
all such further extensions thereof shall not exceed 20 consecutive quarters, or
extend beyond the Maturity Date of the Debentures or end on a date other than an
Interest Payment Date. Upon the termination of any Extended Interest Payment
Period and upon the payment of all Deferred Interest then due, the Company may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended Interest
Payment Period, except at the end thereof.

SECTION 4.2 NOTICE OF EXTENSION.

         (a) If the Property Trustee is the only registered holder of the
Debentures at the time the Company selects an Extended Interest Payment Period,
the Company shall give written notice to the Administrative Trustees, the
Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period two Business Days before the regular record date (as such term is
used in Section 2.5(a)) immediately preceding the Interest Payment Date with
respect to which interest on



                                       19
<PAGE>

the Debentures would have been payable except for the election to begin or
extend such Extended Interest Payment Period.

         (b) If the Property Trustee is not the only holder of the Debentures at
the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Debentures and the Trustee written notice of its
selection of such Extended Interest Payment Period at least two Business Days
before the regular record date (as such term is used in Section 2.5(a))
immediately preceding the Interest Payment Date with respect to which interest
on the Debentures would have been payable except for the election to begin or
extend such Extended Interest Payment Period.

         (c) The quarter in which any notice is given pursuant to paragraphs (a)
or (b) of this Section 4.2 shall be counted as one of the 20 quarters permitted
in the maximum Extended Interest Payment Period permitted under Section 4.1.

SECTION 4.3 LIMITATION ON TRANSACTIONS.

         If (i) the Company shall exercise its right to defer payment of
interest as provided in Section 4.1, or (ii) there shall have occurred and be
continuing any Event of Default, then (a) the Company shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
(other than (A) dividends or distributions in common stock of the Company, or
any declaration of a non-cash dividend in connection with the implementation of
a shareholder rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (B)
purchases of common stock of the Company related to the rights under any of the
Company's benefit plans for its directors, officers or employees, or (C) as a
result of a reclassification of its capital stock for another class of its
capital stock); (b) the Company shall not make any payment of interest,
principal or premium, if any, or repay, repurchase or redeem any debt securities
issued by the Company which rank pari passu with or junior to the Debentures
(including without limitation the Company's 9.25% Subordinated Debentures due
2026, issued to IBC Capital Finance, a Delaware statutory trust or make any
guarantee payment with respect to any guarantee by the Company of the debt
securities of any Subsidiary of the Company if such guarantee ranks pari passu
with or junior to the Debentures; provided, however, that notwithstanding the
foregoing, the Company may make payments pursuant to its obligations under the
Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase
or acquire less than all of the outstanding Debentures or any of the Preferred
Securities.

                                   ARTICLE V

                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 5.1 PAYMENT OF PRINCIPAL AND INTEREST.

         The Company shall duly and punctually pay or cause to be paid the
principal of and interest on the Debentures at the time and place and in the
manner provided herein. Each such payment of the principal of and interest on
the Debentures shall relate only to the Debentures, shall not be



                                       20
<PAGE>

combined with any other payment of the principal of or interest on any other
obligation of the Company, and shall be clearly and unmistakably identified as
pertaining to the Debentures.

SECTION 5.2 MAINTENANCE OF AGENCY.

         So long as any of the Debentures remain Outstanding, the Company shall
maintain, or shall cause to be maintained, an office or agency in Boston,
Massachusetts and at such other location or locations as may be designated as
provided in this Section 5.2, where (i) Debentures may be presented for payment;
(ii) Debentures may be presented as hereinabove authorized for registration of
transfer and exchange; and (iii) notices and demands to or upon the Company in
respect of the Debentures and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its President or an Executive Vice President
and delivered to the Trustee, designate some other office or agency for such
purposes or any of them. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, notices and demands.
In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside of Boston, Massachusetts where
the Debentures may be presented for registration or transfer and for exchange in
the manner provided herein, and the Company may from time to time rescind such
designation as the Company may deem desirable or expedient; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain any such office or agency in Boston, Massachusetts
for the purposes above mentioned. The Company shall give the Trustee prompt
written notice of any such designation or rescission thereof.

SECTION 5.3 PAYING AGENTS.

         (a) The Trustee shall be the initial paying agent. If the Company shall
appoint one or more paying agents for the Debentures, other than the Trustee,
the Company shall cause each such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 5.3:

                  (i) that it shall hold all sums held by it as such agent for
the payment of the principal of (and premium, if any) or interest on the
Debentures (whether such sums have been paid to it by the Company or by any
other obligor of such Debentures) in trust for the benefit of the Persons
entitled thereto;

                  (ii) that it shall give the Trustee notice of any failure by
the Company (or by any other obligor of such Debentures) to make any payment of
the principal of (and premium, if any) or interest on the Debentures when the
same shall be due and payable;

                  (iii) that it shall, at any time during the continuance of any
failure referred to in the preceding paragraph (a)(ii) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such paying agent; and


                                       21
<PAGE>

                  (iv) that it shall perform all other duties of paying agent as
set forth in this Indenture.

         (b) If the Company shall act as its own paying agent with respect to
the Debentures, it shall on or before each due date of the principal of or
interest on such Debentures, set aside, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay such principal
or interest so becoming due on Debentures until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of such action, or any failure (by it or any other obligor on such
Debentures) to take such action. Whenever the Company shall have one or more
paying agents for the Debentures, it shall, prior to each due date of the
principal of or interest on any Debentures, deposit with the paying agent a sum
sufficient to pay the principal or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal or interest,
and (unless such paying agent is the Trustee) the Company shall promptly notify
the Trustee of this action or failure so to act.

         (c) Notwithstanding anything in this Section 5.3 to the contrary, (i)
the agreement to hold sums in trust as provided in this Section 5.3 is subject
to the provisions of Section 13.3, 13.4, and 13.5; and (ii) the Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Company or such paying agent, such
sums to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the Company or such paying agent; and, upon such
payment by any paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such money.

SECTION 5.4 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, shall appoint, in the manner provided in Section 9.11, a
Trustee, so that there shall at all times be a Trustee hereunder.

SECTION 5.5 COMPLIANCE WITH CONSOLIDATION PROVISIONS.

         The Company shall not, while any of the Debentures remain Outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article XII hereof are complied with.

SECTION 5.6 LIMITATION ON TRANSACTIONS.

         If Debentures are issued to the Trust or a Trustee of the Trust in
connection with the issuance of Trust Securities by the Trust and (i) there
shall have occurred any event that would constitute an Event of Default; (ii)
the Company shall be in default with respect to any of its obligations under the
Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall
have given notice of its election to defer payments of interest on such
Debentures by extending the interest payment period as provided in this
Indenture and such period, or any extension thereof, shall be continuing, then
(a) the Company shall not declare or pay any dividend on, make any distributions
with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (A) dividends or distributions
in common stock of the Company, or any declaration



                                       22
<PAGE>

of a non-cash dividend in connection with the implementation of a shareholder
rights plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (B) purchases of
common stock of the Company related to the rights under any of the Company's
benefit plans for its directors, officers or employees, or (C) as a result of a
reclassification of its capital stock); and (b) the Company shall not make any
payment of interest, principal or premium, if any, or repay, repurchase or
redeem any debt securities issued by the Company which rank pari passu with or
junior to the Debentures (including without limitation the Company's 9.25%
Subordinated Debentures due 2026, issued to IBC Capital Finance, a Delaware
statutory trust or make any guarantee payments with respect to any guarantee by
the Company of the debt securities of any Subsidiary of the Company if such
guarantee ranks pari passu with or junior in interest to the Debentures;
provided, however, that the Company may make payments pursuant to its
obligations under the Preferred Securities Guarantee; and (c) the Company shall
not redeem, purchase or acquire less than all of the outstanding Debentures or
any of the Preferred Securities.

SECTION 5.7 COVENANTS AS TO THE TRUST.

         For so long as such Trust Securities of the Trust remain outstanding,
the Company shall (i) maintain 100% direct or indirect ownership of the Common
Securities of the Trust; provided, however, that any permitted successor of the
Company under this Indenture may succeed to the Company's ownership of the
Common Securities; (ii) not voluntarily terminate, wind up or liquidate the
Trust, except upon prior approval of the Federal Reserve if then so required
under applicable capital guidelines, policies or regulations of the Federal
Reserve and use its reasonable efforts to cause the Trust (a) to remain a
statutory trust (and to avoid involuntary termination, winding up or
liquidation), except in connection with a distribution of Debentures, the
redemption of all of the Trust Securities of the Trust or certain mergers,
consolidations or amalgamations, each as permitted by the Trust Agreement; and
(b) to otherwise continue not to be treated as an association taxable as a
corporation or partnership for United States federal income tax purposes; (iii)
use its reasonable efforts to cause each holder of Trust Securities to be
treated as owning an individual beneficial interest in the Debentures; and (iv)
the Company, and any successor to the Company, shall use best efforts to
maintain the eligibility of the Preferred Securities for quotation or listing on
any national securities exchange or other organization or automated quotation
system on which the Preferred Securities are then quoted or listed (including,
if applicable, the Nasdaq National Market) and shall use best efforts to keep
the Preferred Securities so quoted or listed for so long as the Preferred
Securities remain outstanding. In connection with the distribution of the
Debentures to the holders of the Preferred Securities issued by the Trust upon a
Dissolution Event, the Company shall use its best efforts to list such
Debentures on the Nasdaq National Market or on such other exchange, or quote on
an automated quotation system, as the Preferred Securities are then listed. For
so long as any Debentures remain outstanding, the Company shall fulfill all
reporting and filing obligations under the Exchange Act, as applicable to
companies having a class of securities registered under Section 12(b) or 12(g)
thereunder.

SECTION 5.8 COVENANTS AS TO PURCHASES.

         Except upon the exercise by the Company of its right to redeem the
Debentures pursuant to Section 3.2 upon the occurrence and continuation of a
Special Event or pursuant to Section 3.3(b),



                                       23
<PAGE>

prior to the Scheduled Maturity Date, the Company shall not purchase any
Debentures, in whole or in part, from the Trust.

SECTION 5.9 WAIVER OF USURY, STAY OR EXTENSION LAWS.

         The Company shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performances of this Indenture, and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

SECTION 5.10 LIMITATION ON ADDITIONAL JUNIOR INDEBTEDNESS.

         The Company shall not, and it shall not cause or permit any Affiliate
of the Company to, incur, issue or be obligated on any Additional Junior
Indebtedness, either directly or indirectly, by way of guarantee, suretyship or
otherwise, other than:

         (a) Additional Junior Indebtedness that, by its terms, is expressly
stated to be junior and subordinate in all respects to the Debentures; or

         (b) Additional Junior Indebtedness that, by its terms, is expressly
stated to be pari passu and rank equally in all respects with the Debentures;
provided, however, that neither the Company nor any of its Affiliates shall
incur, issue or otherwise become obligated on any Additional Junior Indebtedness
pursuant to this Section 5.10(b) unless the quotient of "X" divided by "Y" is
less than 0.60, where "X" and "Y" are calculated as described in Section 5.10(c)
and 5.10(d), respectively.

         (c) As used in Section 5.10(b), "X" means the sum of the following:

                  (i) the aggregate liquidation amount or principal amount, as
         the case may be, of the Debentures Outstanding at the time of the
         proposed issuance of such Additional Junior Indebtedness pursuant to
         Section 5.10(b), plus

                  (ii) the aggregate liquidation amount or principal amount, as
         the case may be, of any Additional Junior Indebtedness previously
         issued and outstanding at the time of the proposed issuance of such
         Additional Junior Indebtedness pursuant to Section 5.10(b), excluding
         any such Additional Junior Indebtedness that, by its terms, is
         expressly stated to be junior and subordinate in all respects to the
         Debentures, plus

                  (iii) the aggregate liquidation amount or principal amount, as
         the case may be, of the Additional Junior Indebtedness proposed to be
         issued or otherwise incurred pursuant to Section 5.10(b), plus

                  (iv) the principal amount of any Senior Indebtedness of the
         Company outstanding at the time of the proposed issuance of such
         Additional Junior Indebtedness pursuant to Section 5.10(b) and that has
         a maturity or is otherwise due and payable by the Company on



                                       24
<PAGE>

         a date twelve (12) months or more after the time of the proposed
         issuance of such Additional Junior Indebtedness pursuant to Section
         5.10(b).

         (d) As used in Section 5.10(b), "Y" means the sum of the following:

                  (i) the sum of (y) the "common stockholders' equity" of the
         Company, plus (z) the "perpetual preferred stock" of the Company, each
         calculated on a consolidated basis and in accordance with Appendix A to
         Part 225 (Capital adequacy guidelines for bank-holding companies;
         risk-based measure) of Federal Reserve Regulation Y (12 CFR Part 225,
         as amended, as in effect at the date of execution of this Indenture),
         without regard to limitations therein with respect to the inclusion of
         perpetual preferred stock (whether cumulative or noncumulative) in Tier
         1 capital, determined as of the last day of the month immediately
         preceding the month during which the proposed issuance of the
         Additional Junior Indebtedness pursuant to Section 5.10(b) is scheduled
         to occur (provided, however, that in no event shall any portion of the
         Debentures, the Additional Junior Indebtedness or the Senior
         Indebtedness described in Section 5.10(c) also be included in "Y" under
         this Section 5.10(d)), plus

                  (ii) any other preferred stock of the Company that does not
         otherwise qualify as "perpetual preferred stock" and is not included in
         clause (d)(i) above, plus

                  (iii) the aggregate liquidation amount or principal amount, as
         the case may be, of any Additional Junior Indebtedness, which by its
         terms is expressly stated to be junior and subordinate in all respects
         to the Debentures and which was previously issued and outstanding at
         the time of the proposed issuance of such Additional Junior
         Indebtedness pursuant to Section 5.10(b).

         (e) Notwithstanding the foregoing, the limitations of this Section 5.10
shall not in any way preclude the Company from merging with or into, or from
acquiring or being acquired by, another Person (including by way of merger,
stock purchase or acquisition of assets) that is not an Affiliate of the Company
in an arm's length transaction entered into in good faith, even though the pro
forma consolidated balance sheet of the surviving Person immediately following
the consummation of such merger, or of the acquiror immediately following the
completion of such acquisition transaction, may include Additional Junior
Indebtedness in amounts in excess of amounts that would otherwise be permitted
by this Section 5.10; provided, however, that thereafter the limitations on
future incurrences of Additional Junior Indebtedness in this Section 5.10 shall
continue to apply to the Company (in the event that it is the surviving
corporation in such merger transaction or the acquiror in such acquisition
transaction) and shall apply to the other Person (in the event that it is the
surviving corporation in such merger transaction or the acquiror in such
acquisition transaction) whether or not such other Person is expressly made a
party hereto.


                                       25
<PAGE>

                                   ARTICLE VI

                       DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

SECTION 6.1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF DEBENTUREHOLDERS.

         The Company shall furnish or cause to be furnished to the Trustee (a)
on a quarterly basis on each regular record date (as described in Section
2.5(a)) a list, in such form as the Trustee may reasonably require, of the names
and addresses of the holders of the Debentures as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company (in the event the
Company fails to provide such list on a quarterly basis, the Trustee shall be
entitled to rely on the most recent list provided by the Company); and (b) at
such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that, in either case, no such list need be furnished if the
Trustee shall be the Debenture Registrar.

SECTION 6.2 PRESERVATION OF INFORMATION COMMUNICATIONS WITH DEBENTUREHOLDERS.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debentures contained in the most recent list furnished to it as provided in
Section 6.1 and as to the names and addresses of holders of Debentures received
by the Trustee in its capacity as registrar for the Debentures (if acting in
such capacity).

         (b) The Trustee may destroy any list furnished to it as provided in
Section 6.1 upon receipt of a new list so furnished.

         (c) Debentureholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Debentureholders with respect to their rights
under this Indenture or under the Debentures.

SECTION 6.3 REPORTS BY THE COMPANY.

         (a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such
rules and regulations.


                                       26
<PAGE>

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

         (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Debentureholders, as their names and addresses
appear upon the Debenture Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
6.3 as may be required by rules and regulations prescribed from time to time by
the Commission.

SECTION 6.4 REPORTS BY THE TRUSTEE.

         (a) On or before July 15 in each year in which any of the Debentures
are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Debentureholders, as their names and addresses appear upon the
Debenture Register, a brief report dated as of the preceding May 15, if and to
the extent required under Section 313(a) of the Trust Indenture Act.

         (b) The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

         (c) A copy of each such report shall, at the time of such transmission
to Debentureholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Debentures are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Debentures become
listed on any stock exchange.

                                   ARTICLE VII

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

SECTION 7.1 EVENTS OF DEFAULT.

         (a) Whenever used herein with respect to the Debentures, "Event of
Default" means any one or more of the following events that has occurred and is
continuing:

                  (i) the Company defaults in the payment of any installment of
interest upon any of the Debentures, as and when the same shall become due and
payable, and continuance of such default for a period of 30 days; provided,
however, that a valid extension of an interest payment period by the Company in
accordance with the terms of this Indenture shall not constitute a default in
the payment of interest for this purpose;

                  (ii) the Company defaults in the payment of the principal on
the Debentures as and when the same shall become due and payable whether at
maturity, upon redemption, by declaration or otherwise;


                                       27
<PAGE>

                  (iii) the Company fails to observe or perform any other of its
covenants or agreements with respect to the Debentures for a period of 90 days
after the date on which written notice of such failure, requiring the same to be
remedied and stating that such notice is a "Notice of Default" hereunder, shall
have been given to the Company by the Trustee, by registered or certified mail
or other commercially reasonable method, or to the Company and the Trustee by
the holders of at least 25% in principal amount of the Debentures at the time
Outstanding;

                  (iv) the Company pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an
order for relief against it in an involuntary case; (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its
property; or (iv) makes a general assignment for the benefit of its creditors;

                  (v) a court of competent jurisdiction enters an order under
any Bankruptcy Law that (i) is for relief against the Company in an involuntary
case; (ii) appoints a Custodian of the Company for all or substantially all of
its property; or (iii) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 90 days; or

                  (vi) the Trust shall have voluntarily or involuntarily
dissolved, wound-up its business or otherwise terminated its existence except in
connection with (i) the distribution of Debentures to holders of Trust
Securities in liquidation of their interests in the Trust; (ii) the redemption
of all of the outstanding Trust Securities of the Trust; or (iii) certain
mergers, consolidations or amalgamations, each as permitted by the Trust
Agreement.

         (b) In each and every such case referred to in paragraph (i) through
(vi) of Section 7.1(a), unless the principal of all the Debentures shall have
already become due and payable, either the Trustee or the holders of not less
than 25% in aggregate principal amount of the Debentures then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
such Debentureholders) may declare the principal of all the Debentures to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, notwithstanding anything contained in this
Indenture or in the Debentures.

         (c) At any time after the principal of the Debentures shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the holders of a majority in aggregate principal amount of the Debentures then
Outstanding hereunder, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if: (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Debentures and the principal of (and
premium, if any) any and all Debentures that shall have become due otherwise
than by acceleration (with interest upon such principal, and, to the extent that
such payment is enforceable under applicable law, upon overdue installments of
interest, at the rate per annum expressed in the Debentures to the date of such
payment or deposit) and the amount payable to the Trustee under Section 9.7; and
(ii) any and all Events of Default under this Indenture, other than the
nonpayment of principal on Debentures that shall not have become due by their
terms, shall have been remedied or waived as provided in Section 7.6. No such
rescission and annulment shall extend to or shall affect any subsequent default
or impair any right consequent thereon.


                                       28
<PAGE>
         (d) In case the Trustee shall have proceeded to enforce any right with
respect to Debentures under this Indenture and such proceedings shall have been
discontinued or abandoned because of such rescission or annulment or for any
other reason or shall have been determined adversely to the Trustee, then and in
every such case the Company and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company and the Trustee shall continue as though no such proceedings had
been taken.

SECTION 7.2 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         (a) The Company covenants that (1) in case it shall default in the
payment of any installment of interest on any of the Debentures, and such
default shall have continued for a period of 30 days; or (2) in case it shall
default in the payment of the principal of any of the Debentures when the same
shall have become due and payable, whether upon maturity of the Debentures or
upon redemption or upon declaration or otherwise, then, upon demand of the
Trustee, the Company shall pay to the Trustee, for the benefit of the holders of
the Debentures, the whole amount that then shall have become due and payable on
all such Debentures for principal (and premium, if any) or interest, or both, as
the case may be, with interest upon the overdue principal (and premium, if any)
and (to the extent that payment of such interest is enforceable under applicable
law and, if the Debentures are held by the Trust or a trustee of the Trust,
without duplication of any other amounts paid by the Trust or trustee in respect
thereof) upon overdue installments of interest at the rate per annum expressed
in the Debentures; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, and the amount payable
to the Trustee under Section 9.7.

         (b) If the Company shall fail to pay such amounts set forth in Section
7.2(a) forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the Debentures and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
other obligor upon the Debentures, wherever situated.

         (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, the Trust, or the creditors or property of either, the
Trustee shall have power to intervene in such proceedings and take any action
therein that may be permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of the Debentures allowed for the entire amount due
and payable by the Company under this Indenture at the date of institution of
such proceedings and for any additional amount that may become due and payable
by the Company after such date, and to collect and receive any moneys or other
property payable or deliverable on any such claim, and to distribute the same
after the deduction of the amount payable to the Trustee under Section 9.7; and
any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of the Debentures to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to such Debentureholders, to pay to the Trustee any amount due
it under Section 9.7.



                                       29
<PAGE>
         (d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to the Debentures, may be
enforced by the Trustee without the possession of any of such Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 9.7, be
for the ratable benefit of the holders of the Debentures. In case of an Event of
Default hereunder, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law. Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Debentureholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debentures or the rights of any holder thereof or to
authorize the Trustee to vote in respect of the claim of any Debentureholder in
any such proceeding.

SECTION 7.3 APPLICATION OF MONEYS COLLECTED.

         Any moneys or other assets collected by the Trustee pursuant to this
Article VII with respect to the Debentures shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys or other assets on account of principal or interest,
upon presentation of the Debentures, and notation thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

         FIRST: To the payment of costs and expenses of collection and of all
         amounts payable to the Trustee under Section 9.7;

         SECOND: To the payment of all Senior Indebtedness of the Company known
         to the Trustee if and to the extent required by Article XVI; and

         THIRD: To the payment of the amounts then due and unpaid upon the
         Debentures for principal (and premium, if any) and interest, in respect
         of which or for the benefit of which such money has been collected,
         ratably, without preference or priority of any kind, according to the
         amounts due and payable on such Debentures for principal (and premium,
         if any) and interest, respectively.

SECTION 7.4 LIMITATION ON SUITS.

         (a) Except as set forth in this Indenture, no holder of any Debenture
shall have any right by virtue or by availing of any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Debentures specifying such Event of
Default, as hereinbefore provided; (ii) the holders of not less than 25% in
aggregate principal amount of the Debentures then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as




                                       30
<PAGE>
trustee hereunder; (iii) such holder or holders shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; and (v) during such 60
day period, the holders of a majority in principal amount of the Debentures do
not give the Trustee a direction inconsistent with the request.

         (b) Notwithstanding anything contained herein to the contrary or any
other provisions of this Indenture, the right of any holder of the Debentures to
receive payment of the principal of (and premium, if any) and interest on the
Debentures, as therein provided, on or after the respective due dates expressed
in such Debenture (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without
the consent of such holder and by accepting a Debenture hereunder it is
expressly understood, intended and covenanted by the taker and holder of every
Debenture with every other such taker and holder and the Trustee, that no one or
more holders of Debentures shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Debentures, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Debentures. For the protection and enforcement of the provisions of this Section
7.4, each and every Debentureholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

SECTION 7.5 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

         (a) Except as otherwise provided in Section 2.9(b), all powers and
remedies given by this Article VII to the Trustee or to the Debentureholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Debentures.

         (b) No delay or omission of the Trustee or of any holder of any of the
Debentures to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or on acquiescence
therein; and, subject to the provisions of Section 7.4, every power and remedy
given by this Article VII or by law to the Trustee or the Debentureholders may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Debentureholders.

SECTION 7.6 CONTROL BY DEBENTUREHOLDERS.

         The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding, determined in accordance with Section 10.4,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee; provided, however, that such direction shall not
be in conflict with any rule of law or with this Indenture. Subject to the
provisions of




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<PAGE>
Section 9.1, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Debentures at the time Outstanding affected thereby,
determined in accordance with Section 10.4, may on behalf of the holders of all
of the Debentures waive any past default in the performance of any of the
covenants contained herein and its consequences, except (i) a default in the
payment of the principal of (or premium, if any), or interest on, any of the
Debentures as and when the same shall become due by the terms of such Debentures
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal has been
deposited with the Trustee (in accordance with Section 7.1(c)); (ii) a default
in the covenants contained in Section 5.7; or (iii) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
holder of each Outstanding Debenture affected; provided, however, that if the
Debentures are held by the Trust or a trustee of the Trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver; provided further, that
if the consent of the holder of each Outstanding Debenture is required, such
waiver shall not be effective until each holder of the Trust Securities of the
Trust shall have consented to such waiver. Upon any such waiver, the default
covered thereby shall be deemed to be cured for all purposes of this Indenture
and the Company, the Trustee and the holders of the Debentures shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

SECTION 7.7 UNDERTAKING TO PAY COSTS.

         All parties to this Indenture agree, and each holder of any Debentures
by such holder's acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 7.7 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Debentureholder, or group of
Debentureholders holding more than 10% in aggregate principal amount of the
Outstanding Debentures, or to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on the Debentures, on or after the respective due dates expressed in such
Debenture or established pursuant to this Indenture.

SECTION 7.8 DIRECT ACTION; RIGHT OF SET-OFF.

         In the event that an Event of Default has occurred and is continuing
and such event is attributable to the failure of the Company to pay interest on
or principal of the Debentures on an Interest Payment Date or Maturity Date, as
applicable, then a holder of Preferred Securities may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or interest on such Debentures having a principal
amount equal to the aggregate Liquidation Amount of the Preferred Securities of
such holders (a "Direct Action"). In connection




                                       32
<PAGE>
with such Direct Action, the Company will have a right of set-off under this
Indenture to the extent of any payment actually made by the Company to such
holder of the Preferred Securities with respect to such Direct Action.

                                  ARTICLE VIII

                      FORM OF DEBENTURE AND ORIGINAL ISSUE

SECTION 8.1 FORM OF DEBENTURE.

         The Debenture and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the forms contained as Exhibit A to
this Indenture, attached hereto and incorporated herein by reference.

SECTION 8.2 ORIGINAL ISSUE OF DEBENTURES.

         Debentures in the aggregate principal amount of $45,360,825 may, upon
execution of this Indenture, be executed by the Company and delivered to the
Trustee for authentication. If the Underwriters exercise their Option and there
is an Option Closing Date (as such terms are defined in the Underwriting
Agreement, dated March ___, 2003, by and among the Company, the Trust, and
Stifel, Nicolaus & Company, Incorporated, as Representative of the several
Underwriters named therein) then, on such Option Closing Date, Debentures in the
additional aggregate principal amount of up to $6,804,125 may be executed by the
Company and delivered to the Trustee for authentication. The Trustee shall
thereupon authenticate and deliver said Debentures to or upon the written order
of the Company, signed by its President or any Vice President and its Chief
Financial Officer or the Treasurer or an Assistant Treasurer, without any
further action by the Company.

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

SECTION 9.1 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

         (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform with respect to the Debentures such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
shall be read into this Indenture against the Trustee. In case an Event of
Default has occurred that has not been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

         (b) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

                  (i) prior to the occurrence of an Event of Default and after
the curing or waiving of all such Events of Default that may have occurred:



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<PAGE>
                           (1) the duties and obligations of the Trustee shall
         with respect to the Debentures be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable with
         respect to the Debentures except for the performance of such duties and
         obligations as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                           (2) in the absence of bad faith on the part of the
         Trustee, the Trustee may with respect to the Debentures conclusively
         rely, as to the truth of the statements and the correctness of the
         opinions expressed therein, upon any certificates or opinions furnished
         to the Trustee and conforming to the requirements of this Indenture;
         but in the case of any such certificates or opinions that by any
         provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall be under a duty to examine the same to
         determine whether or not they conform to the requirements of this
         Indenture;

                  (ii) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

                  (iii) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the
Debentures at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture with respect
to the Debentures; and

                  (iv) none of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

SECTION 9.2 NOTICE OF DEFAULTS.

         Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to the
Debentures, the Trustee shall transmit by mail to all holders of the Debentures,
as their names and addresses appear in the Debenture Register, notice of such
default, unless such default shall have been cured or waived; provided, however,
that, except in the case default in the payment of the principal (or premium, if
any) or interest (including any Additional Interest) on any Debenture, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of the
directors and/or Responsible Officers of the Trustee determines in good faith
that the withholding of such notice is in the interests of the holders of such
Debentures; and provided, further, that in the case of any default of the
character specified in Section 7.1(a)(3), no such notice to holders of
Debentures need be sent until at least 30 days after the occurrence thereof. For
the purposes of this Section 9.2, the term "default" means any event which is,
or after notice or lapse of time or both, would become, an Event of Default with
respect to the Debentures.





                                       34
<PAGE>
SECTION 9.3 CERTAIN RIGHTS OF TRUSTEE.

         Except as otherwise provided in Section 9.1:

         (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

         (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by its President or any Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer thereof (unless other evidence in respect thereof is specifically
prescribed herein);

         (c) The Trustee shall not be deemed to have knowledge of a default or
an Event of Default, other than an Event of Default specified in Section
7.1(a)(i); or (ii), unless and until it receives written notification of such
Event of Default from the Company or by holders of at least 25% of the aggregate
principal amount of the Debentures at the time Outstanding;

         (d) The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted hereunder in
good faith and in reliance thereon;

         (e) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Debentureholders, pursuant to the provisions of this
Indenture, unless such Debentureholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default (that has not been cured or waived) to exercise with respect to the
Debentures such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs;

         (f) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the Outstanding Debentures
(determined as provided in Section 10.4); provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense



                                       35
<PAGE>
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and

         (h) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

SECTION 9.4 TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC.

         (a) The Recitals contained herein and in the Debentures shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

         (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debentures.

         (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Debentures or of the proceeds of such Debentures, or
for the use or application of any moneys paid over by the Trustee in accordance
with any provision of this Indenture, or for the use or application of any
moneys received by any paying agent other than the Trustee.

SECTION 9.5 MAY HOLD DEBENTURES.

         The Trustee or any paying agent or registrar for the Debentures, in its
individual or any other capacity, may become the owner or pledgee of Debentures
with the same rights it would have if it were not Trustee, paying agent or
Debenture Registrar.

SECTION 9.6 MONEYS HELD IN TRUST.

         Subject to the provisions of Section 13.5, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

SECTION 9.7 COMPENSATION AND REIMBURSEMENT.

         (a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), as the Company and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company shall pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee (and its officers,





                                       36
<PAGE>
agents, directors and employees) for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of the
Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises.

         (b) The obligations of the Company under this Section 9.7 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Debentures.

SECTION 9.8 RELIANCE ON OFFICERS' CERTIFICATE.

         Except as otherwise provided in Section 9.1, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.

SECTION 9.9 DISQUALIFICATION: CONFLICTING INTERESTS.

         If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

SECTION 9.10 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee with respect to the Debentures
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 9.10, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.10, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.11.



                                       37
<PAGE>
SECTION 9.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) The Trustee or any successor hereafter appointed, may at any time
resign with respect to the Debentures by giving written notice thereof to the
Company and by transmitting notice of resignation by mail, first class postage
prepaid, to the Debentureholders, as their names and addresses appear upon the
Debenture Register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee with respect to Debentures by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Debentures, or any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six months may, subject to the provisions
of Sections 9.9 and 9.10, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

         (b) In case at any time any one of the following shall occur

                  (i) the Trustee shall fail to comply with the provisions of
Section 9.9 after written request therefor by the Company or by any
Debentureholder who has been a bona fide holder of a Debenture or Debentures for
at least six months; or

                  (ii) the Trustee shall cease to be eligible in accordance with
the provisions of Section 9.10 and shall fail to resign after written request
therefor by the Company or by any such Debentureholder; or

                  (iii) the Trustee shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
proceeding, or a receiver of the Trustee or of its property shall be appointed
or consented to, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, the Company may remove the
Trustee with respect to all Debentures and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Sections 9.9
and 9.10, unless the Trustee's duty to resign is stayed as provided herein, any
Debentureholder who has been a bona fide holder of a Debenture or Debentures for
at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding may at any time remove the Trustee by so
notifying the Trustee and the Company and may appoint a successor Trustee with
the consent of the Company.



                                       38
<PAGE>
         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Debentures pursuant to any of the
provisions of this Section 9.11 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 9.12.

         (e) Any successor trustee appointed pursuant to this Section 9.11 may
be appointed with respect to the Debentures, and at any time there shall be only
one Trustee with respect to the Debentures.

SECTION 9.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In case of the appointment hereunder of a successor trustee with
respect to the Debentures, every successor trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
trustee all the rights, powers, and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor trustee all property and
money held by such retiring Trustee hereunder.

         (b) Upon request of any successor trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor trustee all such rights, powers and trusts referred to in
paragraph (a) of this Section 9.12.

         (c) No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and eligible
under this Article IX.

         (d) Upon acceptance of appointment by a successor trustee as provided
in this Section 9.12, the Company shall transmit notice of the succession of
such trustee hereunder by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the Debenture
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

SECTION 9.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 9.9 and eligible under the provisions
of Section 9.10, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Debentures shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the



                                       39
<PAGE>
Debentures so authenticated with the same effect as if such successor Trustee
had itself authenticated such Debentures.

SECTION 9.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

                                   ARTICLE X

                         CONCERNING THE DEBENTUREHOLDERS

SECTION 10.1 EVIDENCE OF ACTION BY HOLDERS.

         (a) Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Debentures
may take any action (including the making of any demand or request, the giving
of any notice, consent or waiver or the taking of any other action), the fact
that at the time of taking any such action the holders of such majority or
specified percentage have joined therein may be evidenced by any instrument or
any number of instruments of similar tenor executed by such holders of
Debentures in Person or by agent or proxy appointed in writing.

         (b) If the Company shall solicit from the Debentureholders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for the determination of Debentureholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Debentureholders of record at the close of business on the record date shall
be deemed to be Debentureholders for the purposes of determining whether
Debentureholders of the requisite proportion of Outstanding Debentures have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
Outstanding Debentures shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such
Debentureholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

SECTION 10.2 PROOF OF EXECUTION BY DEBENTUREHOLDERS.

         Subject to the provisions of Section 10.1, proof of the execution of
any instrument by a Debentureholder (such proof shall not require notarization)
or such Debentureholder's agent or proxy and proof of the holding by any Person
of any of the Debentures shall be sufficient if made in the following manner:

         (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.


                                       40
<PAGE>
         (b) The ownership of Debentures shall be proved by the Debenture
Register of such Debentures or by a certificate of the Debenture Registrar
thereof.

         (c) The Trustee may require such additional proof of any matter
referred to in this Section 10.2 as it shall deem necessary.

SECTION 10.3 WHO MAY BE DEEMED OWNERS.

         Prior to the due presentment for registration of transfer of any
Debenture, the Company, the Trustee, any paying agent, and any Debenture
Registrar may deem and treat the Person in whose name such Debenture shall be
registered upon the books of the Company as the absolute owner of such Debenture
(whether or not such Debenture shall be overdue and notwithstanding any notice
of ownership or writing thereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the
principal of and interest on such Debenture (subject to Section 2.3) and for all
other purposes; and neither the Company nor the Trustee nor any paying agent nor
any Debenture Registrar shall be affected by any notice to the contrary.

SECTION 10.4 CERTAIN DEBENTURES OWNED BY COMPANY DISREGARDED.

         In determining whether the holders of the requisite aggregate principal
amount of Debentures have concurred in any direction, consent or waiver under
this Indenture, the Debentures that are owned by the Company or any other
obligor on the Debentures or by any Person directly or indirectly controlling or
controlled by or under common control with the Company or any other obligor on
the Debentures shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except (i) that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Debentures that the Trustee actually knows
are so owned shall be so disregarded; and (ii) for purposes of this Section
10.4, the Trust shall be deemed not to be controlled by the Company. The
Debentures so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section 10.4, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act with
respect to such Debentures and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

SECTION 10.5 ACTIONS BINDING ON FUTURE DEBENTUREHOLDERS.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 10.1, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Debentures specified
in this Indenture in connection with such action, any holder of a Debenture that
is shown by the evidence to be included in the Debentures the holders of which
have consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 10.2, revoke such action so far
as concerns such Debenture. Except as aforesaid any such action taken by the
holder of any Debenture shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Debenture. Any action taken by the holders




                                       41
<PAGE>
of the majority or percentage in aggregate principal amount of the Debentures
specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the holders of all the Debentures.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

SECTION 11.1 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF DEBENTUREHOLDERS.

         In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Debentureholders, for one or more of the following purposes:

         (a) to cure any ambiguity, defect, or inconsistency herein, or in the
Debentures;

         (b) to comply with Article X;

         (c) to provide for uncertificated Debentures in addition to or in place
of certificated Debentures;

         (d) to add to the covenants of the Company for the benefit of the
holders of all or any of the Debentures or to surrender any right or power
herein conferred upon the Company;

         (e) to add to, delete from, or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Debentures, only as herein set forth;

         (f) to make any change that does not adversely affect the rights of any
Debentureholder in any material respect;

         (g) to provide for the issuance of and establish the form and terms and
conditions of the Debentures, to establish the form of any certifications
required to be furnished pursuant to the terms of this Indenture or of the
Debentures, or to add to the rights of the holders of the Debentures;

         (h) to qualify or maintain the qualification of this Indenture under
the Trust Indenture Act; or

         (i) to evidence a consolidation or merger involving the Company as
permitted under Section 12.1.

The Trustee is hereby authorized to join with the Company in the execution of
any such supplemental indenture, and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 11.1 may
be




                                       42
<PAGE>
executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time Outstanding, notwithstanding any of the
provisions of Section 11.2.

SECTION 11.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF DEBENTUREHOLDERS.

         With the consent (evidenced as provided in Section 10.1) of the holders
of not less than a majority in aggregate principal amount of the Debentures at
the time Outstanding, the Company, when authorized by Board Resolutions, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 11.1 the rights of the holders of the Debentures under this
Indenture; provided, however, that no such supplemental indenture shall without
the consent of the holders of each Debenture then Outstanding and affected
thereby, (i) extend the fixed maturity of any Debentures, reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, without the consent of the holder of each Debenture so affected; or
(ii) reduce the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture; provided further, that
if the Debentures are held by the Trust or a trustee of the Trust, such
supplemental indenture shall not be effective until the holders of a majority in
liquidation preference of Trust Securities of the Trust shall have consented to
such supplemental indenture; provided further, that if the consent of the holder
of each Outstanding Debenture is required, such supplemental indenture shall not
be effective until each holder of the Trust Securities of the Trust shall have
consented to such supplemental indenture. It shall not be necessary for the
consent of the Debentureholders affected thereby under this Section 11.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

SECTION 11.3 EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture pursuant to the
provisions of this Article XI, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

SECTION 11.4 DEBENTURES AFFECTED BY SUPPLEMENTAL INDENTURES.

         Debentures affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article XI, may bear a notation in form approved by the
Company, provided such form meets the requirements of any exchange or automated
quotation system upon which the Debentures may be listed or quoted, as to any
matter provided for in such supplemental indenture. If the Company shall so
determine, new Debentures so modified as to conform, in the opinion of the Board
of Directors of the Company, to any modification of this Indenture contained in
any such supplemental indenture may be prepared



                                       43
<PAGE>
by the Company, authenticated by the Trustee and delivered in exchange for the
Debentures then Outstanding.

SECTION 11.5 EXECUTION OF SUPPLEMENTAL INDENTURES.

         (a) Upon the request of the Company, accompanied by its Board
Resolutions authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Debentureholders
required to consent thereto as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion but
shall not be obligated to enter into such supplemental indenture. The Trustee,
subject to the provisions of Sections 9.1, may receive an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article XI is authorized or permitted by, and conforms to, the terms of this
Article XI and that it is proper for the Trustee under the provisions of this
Article XI to join in the execution thereof.

         (b) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 11.5, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Debentureholders as their names and addresses appear upon the Debenture
Register. Any failure of the Trustee to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

                                  ARTICLE XII

                              SUCCESSOR CORPORATION

SECTION 12.1 COMPANY MAY CONSOLIDATE, ETC.

         Nothing contained in this Indenture or in any of the Debentures shall
prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company, as the
case may be), or successive consolidations or mergers in which the Company, as
the case may be, or its successor or successors shall be a party or parties, or
shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company, as the case may be, or its successor or successors as
an entirety, or substantially as an entirety, to any other corporation (whether
or not affiliated with the Company, as the case may be, or its successor or
successors) authorized to acquire and operate the same; provided, however, the
Company hereby covenants and agrees that, (i) upon any such consolidation,
merger, sale, conveyance, transfer or other disposition, the due and punctual
payment, in the case of the Company, of the principal of (and premium, if any)
and interest on all of the Debentures, according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Company as the case may be, shall be
expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act, as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company, as the case may be, shall have
been merged, or by the entity which shall have acquired such property, and, if
applicable, the ultimate parent entity of such successor entity expressly
assumes the obligations of the Company under the related Preferred




                                       44
<PAGE>
Securities Guarantee, to the extent the Preferred Securities are then
Outstanding; (ii) in case the Company consolidates with or merges into another
Person or conveys or transfers its properties and assets substantially as an
entirety to any Person, the successor Person is organized under the laws of the
United States or any state or the District of Columbia; and (iii) immediately
after giving effect thereto, an Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing.

SECTION 12.2 SUCCESSOR CORPORATION SUBSTITUTED.

         (a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee
and satisfactory in form to the Trustee, of, in the case of the Company, the due
and punctual payment of the principal of and interest on all of the Debentures
Outstanding and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, as the case may be,
such successor corporation shall succeed to and be substituted for the Company,
with the same effect as if it had been named as the Company herein, and
thereupon the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Debentures.

         (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition such changes in phraseology and form (but not in
substance) may be made in the Debentures thereafter to be issued as may be
appropriate.

         (c) Nothing contained in this Indenture or in any of the Debentures
shall prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other Person (whether or not
affiliated with the Company).

SECTION 12.3 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

         The Trustee, subject to the provisions of Section 9.1, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article XII.

                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

SECTION 13.1 SATISFACTION AND DISCHARGE OF INDENTURE.

         If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.9) and all Debentures for whose payment money
or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the Company
or discharged from such trust, as provided in Section 13.5); or (b) all such
Debentures not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company



                                       45
<PAGE>
shall deposit or cause to be deposited with the Trustee as trust funds the
entire amount in moneys or Governmental Obligations sufficient or a combination
thereof, sufficient in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Debentures
not theretofore delivered to the Trustee for cancellation, including principal
(and premium, if any) and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and if the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company; then
this Indenture shall thereupon cease to be of further effect except for the
provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.7 and 9.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 9.7 and 13.5, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture.

SECTION 13.2 DISCHARGE OF OBLIGATIONS.

         If at any time all Debentures not heretofore delivered to the Trustee
for cancellation or that have not become due and payable as described in Section
13.1 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient in the opinion of a nationally recognized certified public accounting
firm to pay at maturity or upon redemption all Debentures not theretofore
delivered to the Trustee for cancellation, including principal and interest due
or to become due to such date of maturity or date fixed for redemption, as the
case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder by the Company, then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee,
the obligations of the Company under this Indenture shall cease to be of further
effect except for the provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.6,
9.7 and 13.5 hereof that shall survive until such Debentures shall mature and be
paid. Thereafter, Sections 9.7 and 13.5 shall survive.

SECTION 13.3 DEPOSITED MONEYS TO BE HELD IN TRUST.

         All monies or Governmental Obligations deposited with the Trustee
pursuant to Sections 13.1 or 13.2 shall be held in trust and shall be available
for payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the Debentures for
the payment or redemption of which such moneys or Governmental Obligations have
been deposited with the Trustee.

SECTION 13.4 PAYMENT OF MONIES HELD BY PAYING AGENTS.

         In connection with the satisfaction and discharge of this Indenture,
all moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

SECTION 13.5 REPAYMENT TO COMPANY.

         Any monies or Governmental Obligations deposited with any paying agent
or the Trustee, or then held by the Company in trust, for payment of principal
of or interest on the Debentures that




                                       46
<PAGE>
are not applied but remain unclaimed by the holders of such Debentures for at
least two years after the date upon which the principal of (and premium, if any)
or interest on such Debentures shall have respectively become due and payable,
shall be repaid to the Company, as the case may be, on September 30 of each year
or (if then held by the Company) shall be discharged from such trust; and
thereupon the paying agent and the Trustee shall be released from all further
liability with respect to such moneys or Governmental Obligations, and the
holder of any of the Debentures entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

                                  ARTICLE XIV

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

SECTION 14.1 NO RECOURSE.

         No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of the Debentures, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Debentures.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

SECTION 15.1 EFFECT ON SUCCESSORS AND ASSIGNS.

         All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its respective
successors and assigns, whether so expressed or not.



                                       47
<PAGE>
SECTION 15.2 ACTIONS BY SUCCESSOR.

         Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful sole successor of the Company.

SECTION 15.3 SURRENDER OF COMPANY POWERS.

         The Company by instrument in writing executed by appropriate authority
of its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company, as the case may be, and as to any successor
corporation.

SECTION 15.4 NOTICES.

         Except as otherwise expressly provided herein any notice or demand that
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Debentures to or on the Company may
be given or served by being deposited first class postage prepaid in a
post-office letterbox addressed (until another address is filed in writing by
the Company with the Trustee), as follows: Independent Bank Corporation, 230
West Main Street, Ionia, Michigan 48846, Attention: Robert Shuster. Any notice,
election, request or demand by the Company or any Debentureholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

SECTION 15.5 GOVERNING LAW.

         This Indenture and each Debenture shall be deemed to be a contract made
under the internal laws of the State of Michigan and for all purposes shall be
construed in accordance with the laws of said State.

SECTION 15.6 TREATMENT OF DEBENTURES AS DEBT.

         It is intended that the Debentures shall be treated as indebtedness and
not as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

SECTION 15.7 COMPLIANCE CERTIFICATES AND OPINIONS.

         (a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.



                                       48
<PAGE>

         (b) Each certificate or opinion of the Company provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture shall include (1) a statement that the
Person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
Person, he has made such examination or investigation as, in the opinion of such
Person, is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and (4) a statement as
to whether or not, in the opinion of such Person, such condition or covenant has
been complied with; provided, however, that each such certificate shall comply
with the provisions of Section 314 of the Trust Indenture Act.

SECTION 15.8 PAYMENTS ON BUSINESS DAYS.

In any case where the date of maturity of interest or principal of any Debenture
or the date of redemption of any Debenture shall not be a Business Day, then
payment of interest or principal may be made on the next succeeding Business Day
with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date,
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
in each case with the same force and effect as if made on the date such payment
was originally payable.

SECTION 15.9 CONFLICT WITH TRUST INDENTURE ACT.

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 15.10 COUNTERPARTS.

         This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

SECTION 15.11 SEPARABILITY.

         In case any one or more of the provisions contained in this Indenture
or in the Debentures shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of the Debentures,
but this Indenture and the Debentures shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

SECTION 15.12 ASSIGNMENT.

         The Company shall have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company, provided that, in the event of any such
assignment, the Company shall remain liable for all such obligations. Subject to
the foregoing, this Indenture is binding upon and inures to the benefit of the




                                       49
<PAGE>
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

SECTION 15.13 ACKNOWLEDGMENT OF RIGHTS.

         The Company acknowledges that, with respect to any Debentures held by
the Trust or a trustee of the Trust, if the Property Trustee fails to enforce
its rights under this Indenture as the holder of the Debentures held as the
assets of the Trust, any holder of Preferred Securities may institute legal
proceedings directly against the Company to enforce such Property Trustee's
rights under this Indenture without first instituting any legal proceedings
against such Property Trustee or any other person or entity. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Company to pay interest or principal on
the Debentures on the date such interest or principal is otherwise payable (or
in the case of redemption, on the redemption date), the Company acknowledges
that a holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on the
Debentures having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such holder on or after the respective due date
specified in the Debentures.

                                  ARTICLE XVI

                           SUBORDINATION OF DEBENTURES

SECTION 16.1 AGREEMENT TO SUBORDINATE.

         The Company covenants and agrees, and each holder of Debentures issued
hereunder by such holder's acceptance thereof likewise covenants and agrees,
that all Debentures shall be issued subject to the provisions of this Article
XVI; and each holder of a Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The payment by the Company of the principal of and interest on all
Debentures issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior payment
in full of all Senior Debt, Subordinated Debt and Additional Senior Obligations
(collectively, "Senior Indebtedness") to the extent provided herein, whether
outstanding at the date of this Indenture or thereafter incurred. No provision
of this Article XVI shall prevent the occurrence of any default or Event of
Default hereunder.

SECTION 16.2 DEFAULT ON SENIOR DEBT, SUBORDINATED DEBT OR ADDITIONAL SENIOR
OBLIGATIONS.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, or in the event that the maturity of any
Senior Indebtedness of the Company has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption payments) of or interest on the Debentures.
In the event that, notwithstanding the foregoing, any payment shall be received
by the Trustee when such payment is prohibited by the preceding sentence of this
Section 16.2, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of Senior Indebtedness or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any




                                       50
<PAGE>
of such Senior Indebtedness may have been issued, as their respective interests
may appear, but only to the extent that the holders of the Senior Indebtedness
(or their representative or representatives or a trustee) notify the Trustee in
writing within 90 days of such payment of the amounts then due and owing on the
Senior Indebtedness and only the amounts specified in such notice to the Trustee
shall be paid to the holders of Senior Indebtedness.

SECTION 16.3 LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         (a) Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal (and premium, if any) or interest on the Debentures;
and upon any such dissolution or winding-up or liquidation or reorganization,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the holders of
the Debentures or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article XVI, shall be paid by the Company or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the holders of the Debentures
or by the Trustee under this Indenture if received by them or it, directly to
the holders of Senior Indebtedness of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the holders of Debentures or to the Trustee.

         (b) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

         (c) For purposes of this Article XVI, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XVI with respect
to



                                       51
<PAGE>
the Debentures to the payment of all Senior Indebtedness of the Company, as
the case may be, that may at the time be outstanding, provided that (i) such
Senior Indebtedness is assumed by the new corporation, if any, resulting from
any such reorganization or readjustment; and (ii) the rights of the holders of
such Senior Indebtedness are not, without the consent of such holders, altered
by such reorganization or readjustment. The consolidation of the Company with,
or the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article XII shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 16.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 9.7.

SECTION 16.4 SUBROGATION.

         (a) Subject to the payment in full of all Senior Indebtedness of the
Company, the rights of the holders of the Debentures shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company, as the case may
be, applicable to such Senior Indebtedness until the principal (and premium, if
any) of and interest on the Debentures shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
holders of the Debentures or the Trustee would be entitled except for the
provisions of this Article XVI, and no payment over pursuant to the provisions
of this Article XVI to or for the benefit of the holders of such Senior
Indebtedness by holders of the Debentures or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Debentures, be deemed to be a payment by the Company to
or on account of such Senior Indebtedness. It is understood that the provisions
of this Article XVI are and are intended solely for the purposes of defining the
relative rights of the holders of the Debentures, on the one hand, and the
holders of such Senior Indebtedness on the other hand.

         (b) Nothing contained in this Article XVI or elsewhere in this
Indenture or in the Debentures is intended to or shall impair, as between the
Company, its creditors (other than the holders of Senior Indebtedness of the
Company), and the holders of the Debentures, the obligation of the Company,
which is absolute and unconditional, to pay to the holders of the Debentures the
principal of (and premium, if any) and interest on the Debentures as and when
the same shall become due and payable in accordance with their terms, or is
intended to or shall affect the relative rights of the holders of the Debentures
and creditors of the Company, as the case may be, other than the holders of
Senior Indebtedness of the Company, as the case may be, nor shall anything
herein or therein prevent the Trustee or the holder of any Debenture from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XVI of the
holders of such Senior Indebtedness in respect of cash, property or securities
of the Company, as the case may be, received upon the exercise of any such
remedy.

         (c) Upon any payment or distribution of assets of the Company referred
to in this Article XVI, the Trustee, subject to the provisions of Section 9.1,
and the holders of the Debentures shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are




                                       52
<PAGE>
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the holders of the Debentures, for the purposes of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, as the
case may be, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
XVI.

SECTION 16.5 TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each holder of Debentures by such holder's acceptance thereof
authorizes and directs the Trustee on such holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article XVI and appoints the Trustee such holder's attorney-in-fact for any
and all such purposes.

SECTION 16.6 NOTICE BY THE COMPANY.

         (a) The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article XVI. Notwithstanding the
provisions of this Article XVI or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Debentures pursuant to the provisions of this Article XVI, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 9.1, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 16.6 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Debenture), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

         (b) The Trustee, subject to the provisions of Section 9.1, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the Company
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of such Senior Indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XVI, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XVI, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.



                                       53
<PAGE>
SECTION 16.7 RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

         (a) The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XVI in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. The Trustee's right to compensation and reimbursement
of expenses as set forth in Section 9.7 shall not be subject to the
subordination provisions of the Article XVI.

         (b) With respect to the holders of Senior Indebtedness of the Company,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XVI, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 9.1, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other Person money or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this Article XVI or
otherwise.

SECTION 16.8 SUBORDINATION MAY NOT BE IMPAIRED.

         (a) No right of any present or future holder of any Senior Indebtedness
of the Company to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.

         (b) Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
holders of the Debentures, without incurring responsibility to the holders of
the Debentures and without impairing or releasing the subordination provided in
this Article XVI or the obligations hereunder of the holders of the Debentures
to the holders of such Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, such Senior Indebtedness, or otherwise amend or
supplement in any manner such Senior Indebtedness or any instrument evidencing
the same or any agreement under which such Senior Indebtedness is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing such Senior Indebtedness; (iii) release any
Person liable in any manner for the collection of such Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.




                           [SIGNATURE PAGE TO FOLLOW]

                                       54
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.


                                 INDEPENDENT BANK CORPORATION


                                 By:__________________________________________
                                    Name:  Robert N. Shuster
                                    Title: Executive Vice President and Chief
                                           Financial Officer



                                 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE


                                 By:__________________________________________
                                    Name:
                                    Title:

STATE OF _______________ )
                         ) ss:
COUNTY OF ______________ )

         On the ____ day of March, 2003, before me personally came Robert N.
Shuster to me known, who, being by me duly sworn, did depose and say that he is
the Executive Vice President and Chief Financial Officer of Independent Bank
Corporation, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporation seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.


                                      __________________________________________
                                      Notary Public, ___________________________




                                      My Commission expires:____________________

[seal]







                                        55
<PAGE>
                                    EXHIBIT A

                           (FORM OF FACE OF DEBENTURE)

                          INDEPENDENT BANK CORPORATION

                       ___% JUNIOR SUBORDINATED DEBENTURE

                               DUE MARCH 31, 2033

No. __                                                               $52,164,950

                                                              CUSIP NO._________

Independent Bank Corporation, a Michigan corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to U.S. Bank National Association, as
Trustee, or registered assigns, the principal sum of Fifty-two Million One
Hundred Sixty-four Thousand Nine Hundred Fifty Dollars ($52,164,950) on March
31, 2033 (the "Stated Maturity"), and to pay interest on said principal sum from
March __, 2003, or from the most recent interest payment date (each such date,
an "Interest Payment Date") to which interest has been paid or duly provided
for, quarterly (subject to deferral as set forth herein) in arrears on the last
day of March, June, September and December of each year commencing June 30,
2003, at the rate of __% per annum until the principal hereof shall have become
due and payable, and on any overdue principal and (without duplication and to
the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum compounded
quarterly. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months. The amount of
interest for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on this Debenture is not a business day, then
payment of interest payable on such date shall be made on the next succeeding
day that is a business day (and without any interest or other payment in respect
of any such delay) except that, if such business day is in the next succeeding
calendar year, payment of such interest will be made on the immediately
preceding business day, in each case, with the same force and effect as if made
on such date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, as provided in the Indenture,
be paid to the person in whose name this Debenture (or one or more Predecessor
Debentures, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment, which shall be the
close of business on the business day next preceding such Interest Payment Date
unless otherwise provided in the Indenture. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holders on such regular record date and may be paid to the Person in
whose name this Debenture (or one or more Predecessor Debentures) is registered
at the close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice thereof shall be fixed by the
Trustee for the payment of such defaulted interest, notice thereof shall be
given to the registered holders of the Debentures not less than 10 days prior to
such special record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange or quotation
system on or in which the Debentures may be listed or quoted, and





                                      A-1
<PAGE>
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. The principal of and the interest on this Debenture shall be
payable at the office or agency of the Trustee maintained for that purpose in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such place and to such account as may be designated by the
Trustee.

         The Stated Maturity may be shortened at any time by the Company to any
date not earlier than March 31, 2008, subject to the Company having received
prior approval of the Federal Reserve if then required under applicable capital
guidelines, policies or regulations of the Federal Reserve.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions; (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided; and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

         This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

         The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

                                      A-2
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

Dated:  March __, 2003.

                                    INDEPENDENT BANK CORPORATION


                                    By:_________________________________________
                                       Name:  Robert N. Shuster
                                       Title: Executive Vice President and Chief
                                              Financial Officer
Attest:


By:_________________________________
     Name:  Charles C. Van Loan
     Title: Chief Secretary



                                      A-3
<PAGE>
                     [FORM OF CERTIFICATE OF AUTHENTICATION]

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Debentures described in the within-mentioned
Indenture.

Dated: March __, 2003.

U.S. BANK NATIONAL ASSOCIATION, AS
TRUSTEE


By _____________________________________
            Authorized Signatory










































                                      A-4
<PAGE>
                         [FORM OF REVERSE OF DEBENTURE]

                   ___% JUNIOR SUBORDINATED DEBENTURE DUE 2033
                                   (CONTINUED)

         This Debenture is one of the subordinated debentures of the Company
(herein sometimes referred to as the "Debentures"), all issued or to be issued
under and pursuant to an Indenture dated as of March __, 2003 (the "Indenture")
duly executed and delivered between the Company and U.S. Bank National
Association, as Trustee (the "Trustee"), to which Indenture reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the holders of the
Debentures. The Debentures are limited in aggregate principal amount as
specified in the Indenture.

         Because of the occurrence and continuation of a Special Event (as
defined in the Indenture), in certain circumstances, this Debenture may become
due and payable at the principal amount together with any interest accrued
thereon (the "Redemption Price"). The Redemption Price shall be paid prior to
10:00 A.M., New York time on the date of such redemption or at such earlier time
as the Company determines. The Company shall have the right as set forth in the
Indenture to redeem this Debenture at the option of the Company, without premium
or penalty, in whole or in part at any time on or after March 31, 2008 (an
"Optional Redemption"), or at any time in certain circumstances upon the
occurrence of a Special Event, at a Redemption Price equal to 100% of the
principal amount hereof plus any accrued but unpaid interest hereon, to the date
of such redemption. Any redemption pursuant to this paragraph shall be made upon
not less than 30 days nor more than 60 days notice, at the Redemption Price. The
Redemption Price shall be paid at the time and in the manner provided therefor
in the Indenture. If the Debentures are only partially redeemed by the Company
pursuant to an Optional Redemption, the Debentures shall be redeemed pro rata or
by lot or by any other method utilized by the Trustee as described in the
Indenture.

         In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

         In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time Outstanding (as defined
in the Indenture) to execute supplemental indentures for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of the Debentures
except as provided in the Indenture, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, without the
consent of the holder of each Debenture so affected; or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are required to consent
to any such supplemental indenture, without the consent




                                      A-5
<PAGE>
of the holders of each Debenture then Outstanding and affected thereby. The
Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Debentures at the time Outstanding, on behalf
of all of the holders of the Debentures, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture, and its consequences, except a default in the payment
of the principal of or interest on any of the Debentures. Any such consent or
waiver by the registered holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and interest on this
Debenture at the time and place and at the rate and in the money herein
prescribed.

         Provided certain conditions are met, the Company shall have the right
at any time during the term of the Debentures and from time to time to extend
the interest payment period of such Debentures for up to 20 consecutive quarters
(each, an "Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon at the rate specified for the Debentures to the extent that payment of
such interest is enforceable under applicable law). Before the termination of
any such Extended Interest Payment Period, so long as no Event of Default shall
have occurred and be continuing, the Company may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters, extend beyond the Stated Maturity or end on a date other
than an Interest Payment Date. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due and subject to the foregoing conditions, the Company
may commence a new Extended Interest Payment Period.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Trustee accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount shall be
issued to the designated transferee or transferees. No service charge shall be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

         Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and the Debenture
Registrar may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Debenture Registrar
shall be affected by any notice to the contrary.



                                      A-6
<PAGE>
         No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

         The Debentures are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof.

         All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.




































                                      A-7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>5
<FILENAME>k74892exv4w2.txt
<DESCRIPTION>CERTIFICATE OF TRUST
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.2


                              CERTIFICATE OF TRUST
                                       OF
                             IBC CAPITAL FINANCE II


     THIS CERTIFICATE OF TRUST OF IBC CAPITAL FINANCE II (the "Trust"), is being
duly executed and filed by U.S. Bank Trust National Association, a national
banking association, Charles C. Van Loan, Robert N. Shuster and James J.
Twarozynski, each an individual, as trustees, to form a Delaware statutory trust
under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the
"Act").

1.   NAME. The name of the Delaware statutory trust formed hereby is IBC Capital
     Finance II.

2.   DELAWARE TRUSTEE. The name and business address of the trustee of the Trust
     in the State of Delaware is U.S. Bank Trust National Association, 300 East
     Delaware Avenue, 8th Floor, Wilmington, Delaware 19809, Attention:
     Corporate Trust Services Division.

3.   EFFECTIVE DATE. This Certificate of Trust shall be effective on February
     26, 2003.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust
in accordance with Section 3811(a)(1) of the Act.


                                      U.S. BANK TRUST NATIONAL
                                      ASSOCIATION, as Delaware trustee




                                      By: /s/ Paul D. Allen
                                         -------------------------------------
                                         Name: Paul D. Allen
                                         Title: Vice President


                                      /s/ Charles C. Van Loan      , as Trustee
                                      ------------------------------
                                      Name: Charles C. Van Loan


                                      /s/ Robert N. Shuster        , as Trustee
                                      ------------------------------
                                      Name: Robert N. Shuster


                                      /s/ James J. Twarozynski     , as Trustee
                                      ------------------------------
                                      Name: James J. Twarozynski




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>6
<FILENAME>k74892exv4w3.txt
<DESCRIPTION>TRUST AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.3

                                 TRUST AGREEMENT


         This TRUST AGREEMENT, dated as of February 26, 2003 (this "Trust
Agreement"), among (i) Independent Bank Corporation, a Michigan corporation (the
"Depositor"), (ii) U.S. Bank Trust National Association, a national banking
association, as trustee, and (iii) Charles C. Van Loan, Robert N. Shuster and
James J. Twarozynski, each an individual, as trustees (each of such trustees in
(ii) and (iii) a "Trustee" and collectively, the "Trustees"). The Depositor and
the Trustees hereby agree as follows:

1.   The trust created hereby (the "Trust") shall be known as "IBC Capital
     Finance II" in which name the Trustees, or the Depositor to the extent
     provided herein, may engage in the transactions contemplated hereby, make
     and execute contracts, and sue and be sued.

2.   The Depositor hereby assigns, transfers, conveys and sets over to the
     Trustees the sum of Twenty-Five Dollars ($25.00). The Trustees hereby
     acknowledge receipt of such amount in trust from the Depositor, which
     amount shall constitute the initial trust estate. The Trustees hereby
     declare that they will hold the trust estate in trust for the Depositor. It
     is the intention of the parties hereto that the Trust created hereby
     constitute a Delaware statutory trust under Chapter 38 of Title 12 of the
     Delaware Code, 12 Del. C. Section 3801, et seq. (the "Delaware Trust Act"),
     and that this document constitute the -- ---- governing instrument of the
     Trust. The Trustees are hereby authorized and directed to execute and file
     a certificate of trust with the Delaware Secretary of State in accordance
     with the provisions of the Delaware Trust Act.

3.   The Depositor and the Trustees will enter into an amended and restated
     Trust Agreement, satisfactory to each such party and substantially in the
     form included as an exhibit to the 1933 Act Registration Statement (as
     defined below), to provide for the contemplated operation of the Trust
     created hereby and the issuance of Preferred Securities and Common
     Securities to be referred to therein. Prior to the execution and delivery
     of such amended and restated Trust Agreement, the Trustees shall not have
     any duty or obligation hereunder or with respect to the trust estate,
     except as otherwise required by applicable law or as may be necessary to
     obtain prior to such execution and delivery any licenses, consents or
     approvals required by applicable law or otherwise.

4.   The Depositor and the Trustees hereby authorize and direct the Depositor,
     as the sponsor of the Trust, (i) to file with the Securities and Exchange
     Commission (the "Commission") and execute, in each case on behalf of the
     Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
     Registration Statement") (including any pre-effective or post-effective
     amendments to the 1933 Act Registration Statement), relating to the
     registration under the Securities Act of 1933, as amended, of the Preferred
     Securities of the Trust and possibly certain other securities and (b) a
     Registration Statement on Form 8-A (the "1934 Act Registration Statement")
     (including all pre-effective and post-effective amendments thereto)
     relating to the registration of the Preferred Securities of the Trust under
     the Securities Exchange Act of 1934, as amended; (ii) to file with the
     Nasdaq National Market or other national stock exchange or automated
     quotation system (each, an "Exchange") and execute on behalf of the Trust
     one or more listing applications and all other applications, statements,
     certificates, agreements and other instruments as shall be

<PAGE>

     necessary or desirable to cause the Preferred Securities to be listed on
     any of the Exchanges; (iii) to file and execute on behalf of the Trust such
     applications, reports, surety bonds, irrevocable consents, appointments of
     attorney for service of process and other papers and documents as shall be
     necessary or desirable to register the Preferred Securities under the
     securities or blue sky laws of such jurisdictions as the Depositor, on
     behalf of the Trust, may deem necessary or desirable and (iv) to execute on
     behalf of the Trust that certain Underwriting Agreement relating to the
     Preferred Securities, among the Trust, the Depositor and the Underwriters
     named therein, substantially in the form included as an exhibit to the 1933
     Act Registration Statement. In the event that any filing referred to in
     clauses (i), (ii) and (iii) above is required by the rules and regulations
     of the Commission, an Exchange or state securities or blue sky laws, to be
     executed on behalf of the Trust by one or more of the Trustees, each of the
     Trustees, in its or his capacity as a Trustee of the Trust, is hereby
     authorized and, to the extent so required, directed to join in any such
     filing and to execute on behalf of the Trust any and all of the foregoing,
     it being understood that U.S. Bank Trust National Association in its
     capacity as a Trustee of the Trust shall not be required to join in any
     such filing or execute on behalf of the Trust any such document unless
     required by the rules and regulations of the Commission, the Exchange or
     state securities or blue sky laws. In connection with the filings referred
     to above, the Depositor and Charles C. Van Loan, Robert N. Shuster and
     James J. Twarozynski each as Trustees and not in their individual
     capacities, hereby constitute and appoint Charles C. Van Loan, Robert N.
     Shuster and James J. Twarozynski, and each of them, as their true and
     lawful attorneys-in-fact and agents, with full power of substitution and
     resubstitution, for the Depositor or such Trustee or in the Depositor's or
     such Trustees' name, place and stead, in any and all capacities, to sign
     any and all amendments (including post-effective amendments) to the 1933
     Act Registration Statement and the 1934 Act Registration Statement and to
     file the same, with all exhibits thereto, and other documents in connection
     therewith, with the Commission, the Exchange and administrators of the
     state securities or blue sky laws, granting unto said attorneys-in-fact and
     agents full power and authority to do and perform each and every act and
     thing requisite and necessary to be done in connection therewith, as fully
     to all intents and purposes as the Depositor or such Trustee might or could
     do in person, hereby ratifying and confirming all that said
     attorneys-in-fact and agents or any of them, or their respective substitute
     or substitutes, shall do or cause to be done by virtue hereof.

5.   This Trust Agreement may be executed in one or more counterparts.

6.   The number of Trustees initially shall be four (4) and thereafter the
     number of Trustees shall be such number as shall be fixed from time to time
     by a written instrument signed by the Depositor which may increase or
     decrease the number of Trustees; provided, however, that to the extent
     required by the Delaware Trust Act, one Trustee shall either be a natural
     person who is a resident of the State of Delaware or, if not a natural
     person, an entity which has its principal place of business in the State of
     Delaware and otherwise meets the requirements of applicable Delaware law.
     Subject to the foregoing, the Depositor is entitled to appoint or remove
     without cause any Trustee at any time. The Trustees may resign upon thirty
     (30) days' prior notice to the Depositor.


                                      -2-
<PAGE>


7.   This Trust Agreement shall be governed by, and construed in accordance
     with, the laws of the State of Delaware (without regard to conflict of laws
     principles).

8.   The Trustees (the "Fiduciary Indemnified Persons") shall not be liable,
     responsible or accountable in damages or otherwise to the Trust, the
     Depositor, the Trustees or any holder of the Trust's securities (the Trust,
     the Depositor and any holder of the Trust's securities being a "Covered
     Person") for any loss, damage or claim incurred by reason of any act or
     omission performed or omitted by the Fiduciary Indemnified Persons in good
     faith on behalf of the Trust and in a manner the Fiduciary Indemnified
     Persons reasonably believed to be within the scope of authority conferred
     on the Fiduciary Indemnified Persons by this Trust Agreement or by law,
     except that the Fiduciary Indemnified Persons shall be liable for any such
     loss, damage or claim incurred by reason of the Fiduciary Indemnified
     Person's gross negligence or willful misconduct with respect to such acts
     or omissions.

     The Fiduciary Indemnified Persons shall be fully protected in relying in
     good faith upon the records of the Trust and upon such information,
     opinions, reports or statements presented to the Trust by any person as to
     matters the Fiduciary Indemnified Persons reasonably believe are within
     such other person's professional or expert competence and who has been
     selected with reasonable care by or on behalf of the Trust, including
     information, opinions, reports or statements as to the value and amount of
     the assets, liabilities, profits, losses, or any other facts pertinent to
     the existence and amount of assets from which distributions to holders of
     the Trust's securities might properly be paid.

9.   The Depositor agrees, to the fullest extent permitted by applicable law,

     (a)  to indemnify and hold harmless each Fiduciary Indemnified Person, or
          any of its officers, directors, shareholders, employees,
          representatives or agents, from and against any loss, damage,
          liability, tax, penalty, expense or claim of any kind or nature
          whatsoever incurred by the Fiduciary Indemnified Persons by reason of
          the creation, operation or termination of the Trust in a manner the
          Fiduciary Indemnified Persons reasonably believed to be within the
          scope of authority conferred on the Fiduciary Indemnified Persons by
          this Trust Agreement, except that no Fiduciary Indemnified Persons
          shall be entitled to be indemnified in respect of any loss, damage or
          claim incurred by the Fiduciary Indemnified Persons by reason of gross
          negligence or willful misconduct with respect to such acts or
          omissions; and

     (b)  to advance expenses (including legal fees) incurred by a Fiduciary
          Indemnified Person in defending any claim, demand, action, suit or
          proceeding shall, from time to time, prior to the final disposition of
          such claim, demand, action, suit or proceeding, upon receipt by the
          Trust of an undertaking by or on behalf of such Fiduciary Indemnified
          Persons to repay such amount if it shall be determined that such
          Fiduciary Indemnified Person is not entitled to be indemnified as
          authorized in the preceding subsection.


                                      -3-
<PAGE>


10.  The provisions of Section 9 shall survive the termination of this Trust
     Agreement or the earlier resignation or removal of the Fiduciary
     Indemnified Persons.

     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.


                                   INDEPENDENT BANK CORPORATION, as
                                   Depositor



                                   By: /s/ Charles C. Van Loan
                                      ----------------------------------------
                                      Name:  Charles C. Van Loan
                                      Title: President and Chief Executive
                                             Officer

                                   U.S. BANK TRUST NATIONAL
                                   ASSOCIATION, as trustee




                                   By: /s/ Paul D. Allen
                                      ----------------------------------------
                                      Name: Paul D. Allen
                                      Title: Vice President


                                   /s/ Charles C. Van Loan         , as Trustee
                                   --------------------------------
                                   Name: Charles C. Van Loan


                                   /s/ Robert N. Shuster           , as Trustee
                                   --------------------------------
                                   Name: Robert N. Shuster


                                   /s/ James J. Twarozynski        , as Trustee
                                   --------------------------------
                                   Name: James J. Twarozynski




                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>7
<FILENAME>k74892exv4w4.txt
<DESCRIPTION>FORM OF AMENDED AND RESTATED TRUST AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.4
- --------------------------------------------------------------------------------




                             IBC CAPITAL FINANCE II


                              AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      AMONG


                   INDEPENDENT BANK CORPORATION, AS DEPOSITOR,


              U.S. BANK NATIONAL ASSOCIATION, AS PROPERTY TRUSTEE,


           U.S. BANK TRUST NATIONAL ASSOCIATION, AS DELAWARE TRUSTEE,


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                           DATED AS OF MARCH __, 2003





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




<PAGE>
                                TABLE OF CONTENTS






<TABLE>
<S>                                                                                   <C>
ARTICLE I      DEFINED TERMS.............................................................1

     Section 101  Definitions............................................................1

ARTICLE II     ESTABLISHMENT OF THE TRUST...............................................10

     Section 201  Name .................................................................10
     Section 202  Office of the Delaware Trustee; Principal Place of Business...........10
     Section 203  Initial Contribution of Trust Property; Organizational Expenses.......10
     Section 204  Issuance of the Preferred Securities..................................10
     Section 205  Issuance of the Common Securities; Subscription and Purchase of
                  Debentures............................................................11
     Section 206  Declaration of Trust..................................................11
     Section 207  Authorization to Enter into Certain Transactions......................11
     Section 208  Assets of Trust.......................................................15
     Section 209  Title to Trust Property...............................................15

ARTICLE III    PAYMENT ACCOUNT..........................................................15

     Section 301  Payment Account.......................................................15

ARTICLE IV     DISTRIBUTIONS; REDEMPTION................................................16

     Section 401  Distributions.........................................................16
     Section 402  Redemption............................................................16
     Section 403  Subordination of Common Securities....................................19
     Section 404  Payment Procedures....................................................19
     Section 405  Tax Returns and Reports...............................................19
     Section 406  Payment of Taxes, Duties, etc. of the Trust...........................20
     Section 407  Payments Under Indenture..............................................20

ARTICLE V      TRUST SECURITIES CERTIFICATES............................................20

     Section 501  Initial Ownership.....................................................20
     Section 502  The Trust Securities Certificates.....................................20
     Section 503  Execution, Authentication and Delivery of Trust Securities
                  Certificates..........................................................20
     Section 503A Global Preferred Security.............................................21
     Section 504  Registration of Transfer and Exchange of Preferred Securities
                  Certificates..........................................................22
     Section 505  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....23
     Section 506  Persons Deemed Securityholders........................................24
     Section 507  Access to List of Securityholders' Names and Addresses................24
     Section 508  Maintenance of Office or Agency.......................................24
     Section 509  Appointment of Paying Agent...........................................25
     Section 510  Ownership of Common Securities by Depositor...........................25
     Section 511  Trust Securities Certificates.........................................25
     Section 512  Notices to Clearing Agency............................................26
     Section 513  Rights of Securityholders.............................................26

ARTICLE VI     ACTS OF SECURITYHOLDERS; MEETINGS; VOTING................................27
</TABLE>



                                       i
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                                  <C>
     Section 601  Limitations on Voting Rights..........................................27
     Section 602  Notice of Meetings....................................................28
     Section 603  Meetings of Preferred Securityholders.................................28
     Section 604  Voting Rights.........................................................28
     Section 605  Proxies, etc..........................................................28
     Section 606  Securityholder Action by Written Consent..............................29
     Section 607  Record Date for Voting and Other Purposes.............................29
     Section 608  Acts of Securityholders...............................................29
     Section 609  Inspection of Records.................................................30

ARTICLE VII    REPRESENTATIONS AND WARRANTIES...........................................30

     Section 701  Representations and Warranties of the Bank and the Property
                  Trustee........................ ......................................30
     Section 702  Representations and Warranties of the Delaware Bank and the
                  Delaware Trustee......................................................31
     Section 703  Representations and Warranties of Depositor...........................32

ARTICLE VIII   TRUSTEES.................................................................33

     Section 801  Certain Duties and Responsibilities...................................33
     Section 802  Certain Notices.......................................................34
     Section 803  Certain Rights of Property Trustee....................................34
     Section 804  Not Responsible for Recitals or Issuance of Securities................36
     Section 805  May Hold Securities...................................................37
     Section 806  Compensation; Indemnity; Fees.........................................37
     Section 807  Corporate Property Trustee Required; Eligibility of Trustees..........37
     Section 808  Conflicting Interests.................................................38
     Section 809  Co-Trustees and Separate Trustee......................................38
     Section 810  Resignation and Removal; Appointment of Successor.....................39
     Section 811  Acceptance of Appointment by Successor................................41
     Section 812  Merger, Conversion, Consolidation or Succession to Business...........41
     Section 813  Preferential Collection of Claims Against Depositor or Trust..........41
     Section 814  Reports by Property Trustee...........................................42
     Section 815  Reports to the Property Trustee.......................................42
     Section 816  Evidence of Compliance with Conditions Precedent......................42
     Section 817  Number of Trustees....................................................42
     Section 818  Delegation of Power...................................................43
     Section 819  Voting................................................................43

ARTICLE IX     TERMINATION, LIQUIDATION AND MERGER......................................43

     Section 901  Termination Upon Expiration Date......................................43
     Section 902  Early Termination.....................................................43
     Section 903  Termination...........................................................44
     Section 904  Liquidation...........................................................44
     Section 905  Mergers, Consolidations, Amalgamations or Replacements of the
                  Trust.................................................................45

ARTICLE X      MISCELLANEOUS PROVISIONS.................................................46
</TABLE>

                                       ii
<PAGE>
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<S>                                                                                  <C>
     Section 1001 Limitation of Rights of Securityholders...............................46
     Section 1002 Amendment.............................................................47
     Section 1003 Separability..........................................................48
     Section 1004 Governing Law.........................................................48
     Section 1005 Payments Due on Non-Business Day......................................48
     Section 1006 Successors............................................................48
     Section 1007 Headings..............................................................49
     Section 1008 Reports, Notices and Demands..........................................49
     Section 1009 Agreement Not to Petition.............................................49
     Section 1010 Trust Indenture Act; Conflict with Trust Indenture Act................50
     Section 1011 Acceptance of Terms of Trust Agreement, Guarantee and
                  Indenture.............................................................50
     Section 1012 Counterparts..........................................................50
</TABLE>




EXHIBITS

     Exhibit A         Form of Certificate of Trust
     Exhibit B         Form of Common Securities Certificate
     Exhibit C         Form of Expense Agreement
     Exhibit D         Form of Preferred Securities Certificate
     Exhibit E         Form of Preferred Securities Certificate Authentication
     Exhibit F         Form of Certificate Depositary Agreement

























                                      iii
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of                                                            Section of
Trust Indenture Act                         Amended and Restated Trust Agreement
of 1939, as amended                         ------------------------------------
- -------------------
<S>                                         <C>
310(a)(1)....................................................................807
310(a)(2)....................................................................807
310(a)(3)....................................................................807
310(a)(4).............................................................207(a)(ii)
310(b).......................................................................808
311(a).......................................................................813
311(b).......................................................................813
312(a).......................................................................507
312(b).......................................................................507
312(c).......................................................................507
313(a)....................................................................814(a)
313(a)(4).................................................................814(b)
313(b)....................................................................814(b)
313(c)......................................................................1008
313(d)....................................................................814(c)
314(a).......................................................................815
314(b)............................................................Not Applicable
314(c)(1)....................................................................816
314(c)(2)....................................................................816
314(c)(3).........................................................Not Applicable
314(d)............................................................Not Applicable
314(e)..................................................................101, 816
315(a)............................................................801(a), 803(a)
315(b).................................................................802, 1008
315(c)....................................................................801(a)
315(d)..................................................................801, 803
316(a)(2).........................................................Not Applicable
316(b)............................................................Not Applicable
316(c).......................................................................607
317(a)(1).........................................................Not Applicable
317(a)(2).........................................................Not Applicable
317(b).......................................................................509
318(a)......................................................................1010
</TABLE>

Note:    This Cross-Reference Table does not constitute part of this Agreement
         and shall not affect the interpretation of any of its terms or
         provisions.


                                       iv
<PAGE>
                      AMENDED AND RESTATED TRUST AGREEMENT


         AMENDED AND RESTATED TRUST AGREEMENT, dated as of March __, 2003, among
(i) INDEPENDENT BANK CORPORATION, a Michigan corporation (including any
successors or assigns, the "Depositor"), (ii) U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as property trustee (the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, as Delaware trustee (the "Delaware Trustee," and, in its separate
corporate capacity and not in its capacity as Delaware Trustee, the "Delaware
Bank"), (iv) CHARLES C. VAN LOAN, an individual, ROBERT N. SHUSTER, an
individual, and JAMES J. TWAROZYNSKI, an individual, each of whose address is
c/o Company (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees referred to collectively as the "Trustees"), and (v) the
several Holders (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee, and Charles C. Van Loan,
Robert N. Shuster, and James J. Twarozynski, each as an Administrative Trustee,
have heretofore duly declared and established a statutory trust pursuant to the
Delaware Statutory Trust Act by the entering into of that certain Trust
Agreement, dated as of February 26, 2003 (the "Original Trust Agreement"), and
by the execution and filing by the Delaware Trustee, the Depositor and the
Administrative Trustees with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on February 26, 2003, the form of which is
attached as Exhibit A; and

         WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and
the Administrative Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities (as defined herein) by the
Trust (as defined herein) to the Depositor; (ii) the issuance and sale of the
Preferred Securities (as defined herein) by the Trust pursuant to the
Underwriting Agreement (as defined herein); (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures (as
defined herein); and (iv) the appointment of the Trustees;

         NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders (as defined herein),
hereby amends and restates the Original Trust Agreement in its entirety and
agrees as follows:

                                   ARTICLE I
                                  DEFINED TERMS

         SECTION 101 DEFINITIONS.

         For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
<PAGE>
         (a) the terms defined in this Article I have the meanings assigned to
them in this Article I and include the plural as well as the singular;

         (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

         (c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement; and

         (d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

         "Act" has the meaning specified in Section 608(a).

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debentures for such period.

         "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

         "Administrative Trustee" means each of Charles C. Van Loan, Robert N.
Shuster, and James J. Twarozynski, solely in his capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his individual
capacity, or such Administrative Trustee's successor in interest in such
capacity, or any successor trustee appointed as herein provided.

         "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

         "Applicable Procedures" has the meaning specified in Section 503A(c).

         "Authenticating Agent" means an authenticating agent with respect to
the Preferred Securities appointed by the Property Trustee pursuant to Section
503.

         "Bank" has the meaning specified in the Preamble to this Trust
Agreement.

         "Bankruptcy Event" means, with respect to any Person:

         (a) the entry of a decree or order by a court having jurisdiction in
the premises adjudging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation or reorganization of or in respect
of such Person under the United States Bankruptcy Code of 1978, as amended, or
any other similar applicable federal or state law, and the continuance of any
such decree



                                       2
<PAGE>
or order unvacated and unstayed for a period of 90 days; or the commencement of
an involuntary case under the United States Bankruptcy Code of 1978, as amended,
in respect of such Person, which shall continue undismissed for a period of 90
days or entry of an order for relief in such case; or the entry of a decree or
order of a court having jurisdiction in the premises for the appointment on the
ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee
or assignee in bankruptcy or insolvency of such Person or of its property, or
for the winding up or liquidation of its affairs, and such decree or order shall
have remained in force unvacated and unstayed for a period of 90 days; or

         (b) the institution by such Person of proceedings to be adjudicated a
voluntary bankrupt, or the consent by such Person to the filing of a bankruptcy
proceeding against it, or the filing by such Person of a petition or answer or
consent seeking liquidation or reorganization under the United States Bankruptcy
Code of 1978, as amended, or other similar applicable federal or state law, or
the consent by such Person to the filing of any such petition or to the
appointment on the ground of insolvency or bankruptcy of a receiver or custodian
or liquidator or trustee or assignee in bankruptcy or insolvency of such Person
or of its property, or shall make a general assignment for the benefit of
creditors.

         "Bankruptcy Laws" has the meaning specified in Section 1009.

         "Board Resolution" means a copy of a resolution certified by the
Secretary of the Depositor to have been duly adopted by the Depositor's Board of
Directors, or such committee of the Board of Directors or officers of the
Depositor to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and delivered to the appropriate Trustee.

         "Business Day" means a day other than a Saturday or Sunday, a day on
which banking institutions in The City of New York are authorized or required by
law, executive order or regulation to remain closed, or a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Debenture Trustee is closed for business.

         "Certificate Depositary Agreement" means the agreement among Depositor,
Trust and DTC, as the initial Clearing Agency, dated as of the Closing Date,
substantially in the form attached as Exhibit F as the same may be amended and
supplemented from time to time.

         "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

         "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. DTC shall be the initial Clearing Agency.

         "Clearing Agency Participant" means a broker, dealer, bank or other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.



                                       3
<PAGE>
         "Closing Date" means the date of execution and delivery of this Trust
Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

         "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit B.

         "Company" means Independent Bank Corporation.

         "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at 1 Federal Street, 3rd Floor,
Boston, Massachusetts 02110, Attention: Corporate Trust Services Division.

         "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

         "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

         "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1
of the Indenture.

         "Debenture Trustee" means U.S. Bank National Association, a national
banking association, and any successor thereto, as trustee under the Indenture.

         "Debentures" means up to $52,164,950 aggregate principal amount of the
Depositor's __% Junior Subordinated Debentures due 2033, issued pursuant to the
Indenture.

         "Definitive Preferred Securities Certificates" means Preferred
Securities Certificates issued in certified, fully registered form as provided
in Section 503.

         "Delaware Bank" has the meaning specified in the Preamble to this Trust
Agreement.

         "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Delaware Code Sections 3801 et seq. as it may be amended from
time to time.

         "Delaware Trustee" means the commercial bank or trust company
identified as the "Delaware Trustee" in the Preamble to this Trust Agreement
solely in its capacity as Delaware



                                        4
<PAGE>
Trustee of the Trust formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
trustee appointed as herein provided.

         "Depositary" means DTC or any successor thereto.

         "Depositor" has the meaning specified in the Preamble to this Trust
Agreement.

         "Distribution Date" has the meaning specified in Section 401(a).

         "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 401.

         "DTC" means The Depository Trust Company.

         "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (a) the occurrence of a Debenture Event of Default; or

         (b) default by the Trust in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30
days; or

         (c) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or

         (d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance of which or the breach of
which is dealt with in clause (b) or (c), above) and continuation of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 25% in aggregate Liquidation Amount of the Outstanding
Preferred Securities a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

         (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 60 days thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit C, as amended from time to time.

         "Expiration Date" has the meaning specified in Section 901.



                                        5
<PAGE>
         "Extended Interest Payment Period" has the meaning specified in Section
4.1 of the Indenture.

         "Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of a Global Preferred Security.

         "Global Preferred Security" means a Preferred Security, the ownership
and transfer of which shall be made through book entries by a Clearing Agency as
described herein.

         "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Depositor and U.S. Bank National Association, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Preferred Securities, as amended from time to
time.

         "Indenture" means the Indenture, dated as of March __, 2003, between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

         "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

         "Investment Company Event" means the receipt by the Trust and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under this
Trust Agreement, provided, however, that the Depositor or the Trust shall have
requested and received such an Opinion of Counsel with regard to such matters
within a reasonable period of time after the Depositor or the Trust shall have
become aware of the possible occurrence of any such event.

         "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having an aggregate Liquidation Amount equal to the
aggregate principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture and the proceeds of which shall be used to pay the
Redemption Price of such Trust Securities; and (b) with respect to a
distribution of Debentures to Holders of Trust Securities in connection with a
termination or liquidation of the Trust, Debentures having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed. Each Debenture distributed pursuant to clause
(b) above shall carry with it accrued interest in an amount equal to the accrued
and unpaid interest then due on such Debentures.

         "Liquidation Amount" means the stated amount of $25 per Trust Security.



                                       6
<PAGE>
         "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

         "Liquidation Distribution" has the meaning specified in Section 904(d).

         "Officers' Certificate" means a certificate signed by the President or
an Executive Vice President and by the Chief Financial Officer or the Treasurer
or the Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
816 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

         (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

         (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

         (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

         (d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

         "Opinion of Counsel" means an opinion in writing of independent,
outside legal counsel for the Trust, the Property Trustee, the Delaware Trustee
or the Depositor, who shall be reasonably acceptable to the Property Trustee.

         "Option Closing Date" has the meaning specified in the Underwriting
Agreement.

         "Original Trust Agreement" has the meaning specified in the Recitals to
this Trust Agreement.

         "Outstanding", when used with respect to Preferred Securities, means,
as of the date of determination, all Preferred Securities theretofore executed
and delivered under this Trust Agreement, except:

         (a) Preferred Securities theretofore canceled by the Property Trustee
or delivered to the Property Trustee for cancellation;

         (b) Preferred Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of such Preferred Securities; provided that, if
such Preferred Securities are to be redeemed, notice of such redemption has been
duly given pursuant to this Trust Agreement; and



                                       7
<PAGE>
         (c) Preferred Securities which have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 504, 505 and 511; provided, however, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Preferred Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Preferred Securities owned by the
Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be
disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded; and (b) the
foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee's right so to act with
respect to such Preferred Securities and the pledgee is not the Depositor or any
other Obligor upon the Preferred Securities or a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Depositor or any Affiliate of the Depositor.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 509 and shall initially be the Property Trustee.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures shall be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 401 and
402.

         "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "Preferred Securities Certificate", means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
D.

         "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee," in the Preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

         "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.



                                       8
<PAGE>
         "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

         "Relevant Trustee" shall have the meaning specified in Section 810(a).

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 504.

         "Securityholder" or "Holder" means a Person in whose name a Trust
Security is or Trust Securities are registered in the Securities Register; any
such Person is a beneficial owner within the meaning of the Delaware Statutory
Trust Act.

         "Trust" means the Delaware statutory trust created and continued hereby
and identified on the cover page to this Trust Agreement.

         "Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Trust Agreement and any such modification, amendment or
supplement, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939, as
amended, is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

         "Trust Property" means (a) the Debentures; (b) the rights of the
Property Trustee under the Guarantee; (c) any cash on deposit in, or owing to,
the Payment Account; and (d) all proceeds and rights in respect of the foregoing
and any other property and assets for the time being held or deemed to be held
by the Property Trustee pursuant to the trusts of this Trust Agreement.

         "Trust Security" means any one of the Common Securities or the
Preferred Securities.

         "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

         "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
March __, 2003, among the Trust, the Depositor and the Underwriters named
therein.

                                       9
<PAGE>
                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

         SECTION 201. NAME.

         The Trust continued hereby shall be known as "IBC Capital Finance II,"
as such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

         SECTION 202. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
                      BUSINESS.

         The address of the Delaware Trustee in the State of Delaware is c/o
U.S. Bank Trust National Association, 300 East Delaware Avenue, 8th Floor,
Wilmington, Delaware 19809, Attention: Corporate Trust Services Division, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o Independent Bank Corporation, 230
West Main Street, Ionia, Michigan 48846.

         SECTION 203. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
                      EXPENSES.

         The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $25, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

         SECTION 204. ISSUANCE OF THE PREFERRED SECURITIES.

         On March __, 2003, the Depositor and an Administrative Trustee, on
behalf of the Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502 and deliver in accordance
with the Underwriting Agreement, Preferred Securities Certificates, registered
in the name of Persons entitled thereto in an aggregate amount of 1,760,000
Preferred Securities having an aggregate Liquidation Amount of $44,000,000
against receipt of the aggregate purchase price of such Preferred Securities of
$44,000,000, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee. If the underwriters exercise their over-allotment option
and there is an Option Closing Date, then an Administrative Trustee, on behalf
of the Trust, shall execute in accordance with Section 502 and deliver in
accordance with the Underwriting Agreement, Preferred Securities Certificates,
registered in the name of the Persons entitled thereto, in an additional
aggregate amount of up to 264,000 Preferred Securities having an aggregate
Liquidation Amount of up to $6,600,000 against receipt of the aggregate purchase
price of such Preferred Securities of up to $6,600,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.



                                       10
<PAGE>
         SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
PURCHASE OF DEBENTURES.

         (a) Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Common Securities having an aggregate Liquidation Amount of $1,360,825 against
payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$45,360,825, and, in satisfaction of the purchase price for such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum
of $45,360,825.

         (b) If the underwriters exercise their over-allotment option and there
is an Option Closing Date, then an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502 and deliver to the
Depositor, Common Securities Certificates, registered in the name of the
Depositor, in an additional aggregate amount of Common Securities having an
aggregate Liquidation Amount of up to $204,125 against payment by the Depositor
of such amount. Contemporaneously therewith, an Administrative Trustee, on
behalf of the Trust, shall subscribe to and purchase from the Depositor,
additional Debentures, registered in the name of the Trust and having an
aggregate principal amount of up to $6,804,125, and, in satisfaction of the
purchase price of such Debentures, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor up to $6,804,125, such aggregate amount to be
equal to the sum of the amounts received from the Depositor pursuant to Section
205(b) and from one of the Administrative Trustees pursuant to the last sentence
of Section 204.

         SECTION 206. DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (b) to engage in those activities necessary, advisable or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Statutory Trust Act.

         SECTION 207. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 207 and



                                       11
<PAGE>
Article VIII, and in accordance with the following provisions (i) and (ii), the
Administrative Trustees shall have the authority to enter into all transactions
and agreements determined by the Administrative Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the
Administrative Trustees under this Trust Agreement, and to perform all acts in
furtherance thereof, including without limitation, the following:

                  (i)      As among the Trustees, each Administrative Trustee,
                           acting singly or jointly, shall have the power and
                           authority to act on behalf of the Trust with respect
                           to the following matters:

                           (A)      the issuance and sale of the Trust
                                    Securities and the compliance with the
                                    Underwriting Agreement in connection
                                    therewith;

                           (B)      to cause the Trust to enter into, and to
                                    execute, deliver and perform on behalf of
                                    the Trust, the Expense Agreement and such
                                    other agreements or documents as may be
                                    necessary or desirable in connection with
                                    the purposes and function of the Trust;

                           (C)      assisting in the registration of the
                                    Preferred Securities under the Securities
                                    Act of 1933, as amended, and under state
                                    securities or blue sky laws, and the
                                    qualification of this Trust Agreement as a
                                    trust indenture under the Trust Indenture
                                    Act;

                           (D)      assisting in the listing of the Preferred
                                    Securities upon the Nasdaq National Market
                                    or such securities exchange or exchanges as
                                    shall be determined by the Depositor, the
                                    registration of the Preferred Securities
                                    under the Exchange Act, the compliance with
                                    the listing requirements of the Nasdaq
                                    National Market or other applicable
                                    securities exchange and the preparation and
                                    filing of all periodic and other reports and
                                    other documents pursuant to the foregoing;

                           (E)      the sending of notices (other than notices
                                    of default) and other information regarding
                                    the Trust Securities and the Debentures to
                                    the Securityholders in accordance with this
                                    Trust Agreement;

                           (F)      the appointment of a Paying Agent,
                                    Authenticating Agent and Securities
                                    Registrar in accordance with this Trust
                                    Agreement;

                           (G)      to the extent provided in this Trust
                                    Agreement, the winding up of the affairs of
                                    and liquidation of the Trust and the
                                    preparation, execution and filing of the
                                    certificate of cancellation with the
                                    Secretary of State of the State of Delaware;

                           (H)      to take all action that may be necessary or
                                    appropriate for the preservation and the
                                    continuation of the Trust's valid existence,
                                    rights, franchises and privileges as a
                                    statutory trust under the laws of the State
                                    of Delaware and of each other jurisdiction
                                    in which such existence is necessary to
                                    protect the limited liability of the Holders
                                    of




                                       12
<PAGE>
                                    the Preferred Securities or to enable the
                                    Trust to effect the purposes for which the
                                    Trust was created; and

                           (I)      the taking of any action incidental to the
                                    foregoing as the Administrative Trustees may
                                    from time to time determine is necessary or
                                    advisable to give effect to the terms of
                                    this Trust Agreement for the benefit of the
                                    Securityholders (without consideration of
                                    the effect of any such action on any
                                    particular Securityholder).

                  (ii)     As among the Trustees, the Property Trustee shall
                           have the power, duty and authority to act on behalf
                           of the Trust with respect to the following matters:

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt of the Debentures;

                           (C)      the collection of interest, principal and
                                    any other payments made in respect of the
                                    Debentures in the Payment Account;

                           (D)      the distribution of amounts owed to the
                                    Securityholders in respect of the Trust
                                    Securities in accordance with the terms of
                                    this Trust Agreement;

                           (E)      the exercise of all of the rights, powers
                                    and privileges of a holder of the
                                    Debentures;

                           (F)      the sending of notices of default and other
                                    information regarding the Trust Securities
                                    and the Debentures to the Securityholders in
                                    accordance with this Trust Agreement;

                           (G)      the distribution of the Trust Property in
                                    accordance with the terms of this Trust
                                    Agreement;

                           (H)      to the extent provided in this Trust
                                    Agreement, the winding up of the affairs of
                                    and liquidation of the Trust;

                           (I)      after an Event of Default, the taking of any
                                    action incidental to the foregoing as the
                                    Property Trustee may from time to time
                                    determine is necessary or advisable to give
                                    effect to the terms of this Trust Agreement
                                    and protect and conserve the Trust Property
                                    for the benefit of the Securityholders
                                    (without consideration of the effect of any
                                    such action on any particular
                                    Securityholder);

                           (J)      registering transfers of the Trust
                                    Securities in accordance with this Trust
                                    Agreement; and

                                       13
<PAGE>
                           (K)      except as otherwise provided in this Section
                                    207(a)(ii), the Property Trustee shall have
                                    none of the duties, liabilities, powers or
                                    the authority of the Administrative Trustees
                                    set forth in Section 207(a)(i).

         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement; (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein; (iii) take any action that would cause the
Trust to fail or cease to qualify as a "grantor trust" for United States federal
income tax purposes; (iv) incur any indebtedness for borrowed money or issue any
other debt; or (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property. The Administrative Trustees
shall defend all claims and demands of all Persons at any time claiming any Lien
on any of the Trust Property adverse to the interest of the Trust or the
Securityholders in their capacity as Securityholders.

         (c) In connection with the issue and sale of the Preferred Securities,
the Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

                  (i)      the preparation and filing by the Trust with the
                           Commission and the execution on behalf of the Trust
                           of a registration statement on the appropriate form
                           in relation to the Preferred Securities, the
                           Debentures, and the Guarantee, including any
                           amendments thereto;

                  (ii)     the determination of the states in which to take
                           appropriate action to qualify or, register for sale
                           all or part of the Preferred Securities and to do any
                           and all such acts, other than actions which must be
                           taken by or on behalf of the Trust, and advise the
                           Trustees of actions they must take on behalf of the
                           Trust, and prepare for execution and filing any
                           documents to be executed and filed by the Trust or on
                           behalf of the Trust, as the Depositor deems necessary
                           or advisable in order to comply with the applicable
                           laws of any such States;

                  (iii)    the preparation for filing by the Trust and execution
                           on behalf of the Trust of an application to the
                           Nasdaq National Market or a national stock exchange
                           or other organizations for listing upon notice of
                           issuance of any Preferred Securities and to file or
                           cause an Administrative Trustee to file thereafter
                           with such exchange or organization such notifications
                           and documents as may be necessary from time to time;

                  (iv)     the preparation for filing by the Trust with the
                           Commission and the execution on behalf of the Trust
                           of a registration statement on Form 8-A relating to
                           the registration of the Preferred Securities under
                           Section 12(b) or 12(g) of the Exchange Act, including
                           any amendments thereto;



                                       14
<PAGE>
                  (v)      the negotiation of the terms of, and the execution
                           and delivery of, the Underwriting Agreement providing
                           for the sale of the Preferred Securities; and

                  (vi)     the taking of any other actions necessary or
                           desirable to carry out any of the foregoing
                           activities.

         (d) Notwithstanding anything herein to the contrary, the Trustees are
authorized and directed to conduct the affairs of the Trust and to operate the
Trust so that the Trust shall not be deemed to be an "investment company"
required to be registered under the Investment Company Act, shall be classified
as a "grantor trust" and not as an association taxable as a corporation for
United States federal income tax purposes and so that the Debentures shall be
treated as indebtedness of the Depositor for United States federal income tax
purposes. In this connection, subject to Section 1002, the Depositor and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law or this Trust Agreement, that each of the Depositor and the
Trustees determines in their discretion to be necessary or desirable for such
purposes.

         SECTION 208. ASSETS OF TRUST.

         The assets of the Trust shall consist of the Trust Property.

         SECTION 209. TITLE TO TRUST PROPERTY.

         Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Securityholders in accordance with
this Trust Agreement.

                                  ARTICLE III
                                 PAYMENT ACCOUNT

         SECTION 301. PAYMENT ACCOUNT.

         (a) On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

         (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest on, and any other
payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee pending
distribution thereof.



                                       15
<PAGE>
                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

         SECTION 401. DISTRIBUTIONS.

         (a) Distributions on the Trust Securities shall be cumulative, and
shall accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accumulate from March __, 2003,
and, except during any Extended Interest Payment Period with respect to the
Debentures, shall be payable quarterly in arrears on the last calendar day of
March, June, September and December of each year, commencing on June 30, 2003.
If any date on which a Distribution is otherwise payable on the Trust Securities
is not a Business Day, then the payment of such Distribution shall be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day (and without any reduction of interest or any
other payment in respect of any such acceleration), in each case with the same
force and effect as if made on such date (each date on which distributions are
payable in accordance with this Section 401(a), a "Distribution Date").

         (b) The Trust Securities represent undivided beneficial interests in
the Trust Property. Distributions on the Trust Securities shall be payable at a
rate of ___% per annum of the Liquidation Amount of the Trust Securities. The
amount of Distributions payable for any full period shall be computed on the
basis of a 360-day year of twelve 30-day months. The amount of Distributions for
any partial period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve 30-day months. During any Extended Interest Payment
Period with respect to the Debentures, Distributions on the Preferred Securities
shall be deferred for a period equal to the Extended Interest Payment Period.
The amount of Distributions payable for any period shall include the Additional
Amount, if applicable.

         (c) Distributions on the Trust Securities shall be made by the Property
Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds on hand and
immediately available by 12:00 p.m. (Noon), New York City time, on each
Distribution Date in the Payment Account for the payment of such Distributions.

         (d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be the 15th day of March, June, September or December for Distributions
payable on the last calendar day of the respective month; provided, however,
that for any Trust Securities held in global form, Distributions shall be
payable to the Holder thereof as of one Business Day immediately preceding the
Distribution Date.

         SECTION 402. REDEMPTION.

         (a) On each Debenture Redemption Date and on the maturity of the
Debentures, the Trust shall be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

         (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each




                                       16
<PAGE>
Holder of Trust Securities to be redeemed, at such Holder's address appearing in
the Securities Register. The Property Trustee shall have no responsibility for
the accuracy of any CUSIP number contained in such notice. All notices of
redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

                  (iii)    the CUSIP number;

                  (iv)     if less than all the Outstanding Trust Securities are
                           to be redeemed, the identification and the aggregate
                           Liquidation Amount of the particular Trust Securities
                           to be redeemed;

                  (v)      that, on the Redemption Date, the Redemption Price
                           shall become due and payable upon each such Trust
                           Security to be redeemed and that Distributions
                           thereon shall cease to accumulate on and after said
                           date, except as provided in Section 402(d); and

                  (vi)     the place or places at which Trust Securities are to
                           be surrendered for the payment of the Redemption
                           Price.

         (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Debentures. Redemptions of the Trust Securities shall be made and
the Redemption Price shall be payable on each Redemption Date only to the extent
that the Trust has immediately available funds then on hand and available in the
Payment Account for the payment of such Redemption Price.

         (d) If the Property Trustee gives a notice of redemption in respect of
any Preferred Securities, then, by 12:00 p.m. (noon), New York City time, on the
Redemption Date, the Property Trustee, subject to Section 402(c), shall, with
respect to Preferred Securities held in global form, deposit with the Clearing
Agency for such Preferred Securities, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give such Clearing
Agency irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Preferred Securities. With respect to Trust Securities that are
not held in global form, the Property Trustee, subject to Section 402(c), shall
deposit with the Paying Agent funds sufficient to pay the applicable Redemption
Price and shall give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to the record holders thereof upon surrender of their
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register for the Trust Securities on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit, (i) all rights of Securityholders holding Trust Securities so called
for redemption shall cease, except the right of such Securityholders to receive
the Redemption Price, but without interest, (ii) such Trust Securities shall
cease to be Outstanding, (iii) the Clearing Agency for the Preferred Securities
or its nominee, as the registered Holder of the Global Preferred Securities
Certificate, shall receive a registered global certificate or




                                       17
<PAGE>
certificates representing the Debentures to be delivered upon such distribution
with respect to Preferred Securities held by the Clearing Agency or its nominee,
and (iv) any Trust Securities Certificates not held by the Clearing Agency for
the Preferred Securities or its nominee as specified in clause (iii) above will
be deemed to represent Debentures having a principal amount equal to the stated
Liquidation Amount of the Trust Securities represented thereby and bearing
accrued and unpaid interest in an amount equal to the accumulated and unpaid
Distributions on such Trust Securities until such certificates are presented to
the Securities Registrar for transfer or reissuance. In the event that any date
on which any Redemption Price is payable is not a Business Day, then payment of
the Redemption Price payable on such date shall be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (and without any reduction of interest or any other payment in respect of
any such acceleration), in each case with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities shall continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date shall be the date fixed for redemption for
purposes of calculating the Redemption Price.

         (e) Payment of the Redemption Price on the Trust Securities shall be
made to the record holders thereof as they appear on the Securities Register for
the Trust Securities on the relevant record date, which shall be the date 15
days prior to the relevant Redemption Date.

         (f) Subject to Section 403(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities not previously called
for redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to such Liquidation Amount or an
integral multiple of such Liquidation Amount in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than such
Liquidation Amount; provided, however, in the event the redemption relates only
to Preferred Securities purchased and held by the Depositor being redeemed in
exchange for a Like Amount of Debentures, the Property Trustee shall select
those particular Preferred Securities for redemption. The Property Trustee shall
promptly notify the Securities Registrar in writing of the Preferred Securities
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of this Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the Liquidation Amount of Preferred Securities which has been or
is to be redeemed.



                                       18
<PAGE>
         SECTION 403. SUBORDINATION OF COMMON SECURITIES.

         (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 402(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities then called for redemption, shall have been made or
provided for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Preferred
Securities then due and payable.

         (b) In the case of the occurrence of any Event of Default resulting
from a Debenture Event of Default, the Holder of Common Securities shall be
deemed to have waived any right to act with respect to any such Event of Default
under this Trust Agreement until the effect of all such Events of Default with
respect to the Preferred Securities shall have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Preferred Securities shall have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
Holders of the Preferred Securities and not the Holder of the Common Securities,
and only the Holders of the Preferred Securities shall have the right to direct
the Property Trustee to act on their behalf.

         SECTION 404. PAYMENT PROCEDURES.

         Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

         SECTION 405. TAX RETURNS AND REPORTS.

         The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
forms required to be filed in respect of the Trust in each taxable year of the
Trust; and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service forms required to
be furnished to such Securityholder or the information required



                                       19
<PAGE>
to be provided on such form. The Administrative Trustees shall provide the
Depositor with a copy of all such returns and reports promptly after such filing
or furnishing. The Property Trustee shall comply with United States federal
withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

         SECTION 406. PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

         Upon receipt under the Debentures of Additional Interest, the Property
Trustee, at the written direction of an Administrative Trustee or the Depositor,
shall promptly pay any taxes, duties or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority.

         SECTION 407. PAYMENTS UNDER INDENTURE.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder has
directly received under the Indenture pursuant to Section 513(b) or (c) hereof.

                                   ARTICLE V
                          TRUST SECURITIES CERTIFICATES

         SECTION 501. INITIAL OWNERSHIP.

         Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 203 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

         SECTION 502. THE TRUST SECURITIES CERTIFICATES.

         The Preferred Securities Certificates shall be issued in minimum
denominations of the Liquidation Amount and integral multiples of the
Liquidation Amount in excess thereof, and the Common Securities Certificates
shall be issued in denominations of the Liquidation Amount and multiples thereof
(which may, in the case of the Common Securities, include fractional amounts).
The Trust Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 504 and 511.

         SECTION 503. EXECUTION, AUTHENTICATION AND DELIVERY OF TRUST SECURITIES
CERTIFICATES.

         (a) On the Closing Date and on any Option Closing Date, as applicable,
the Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation




                                       20
<PAGE>
Amount as provided in Sections 204 and 205, to be executed on behalf of the
Trust by at least one of the Administrative Trustees and delivered to or upon
the written order of the Depositor, signed by its Chief Executive Officer,
President, any Vice President or its Treasurer without further corporate action
by the Depositor, in authorized denominations.

         (b) A Preferred Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee in substantially the form of Exhibit E attached hereto. The signature
shall be conclusive evidence that the Preferred Securities Certificate has been
authenticated under this Trust Agreement. Each Preferred Security Certificate
shall be dated the date of its authentication.

         Upon the written order of the Trust signed by one of the Administrative
Trustees, the Property Trustee shall authenticate and make available for
delivery the Preferred Securities Certificates.

         The Property Trustee may appoint an Authenticating Agent acceptable to
the Trust to authenticate the Preferred Securities. An Authenticating Agent may
authenticate the Preferred Securities whenever the Property Trustee may do so.
Each reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent. An Authenticating Agent has the same
rights as the Property Trustee to deal with the Company or the Trust.

         SECTION 503A. GLOBAL PREFERRED SECURITY.

         (a) Any Global Preferred Security issued under this Trust Agreement
shall be registered in the name of the nominee of the Clearing Agency and
delivered to such custodian or its agent therefor, and such Global Preferred
Security shall constitute a single Preferred Security for all purposes of this
Trust Agreement.

         (b) Notwithstanding any other provision in this Trust Agreement, no
Global Preferred Security may be exchanged for Preferred Securities registered
in the names of persons other than the Depositary or its nominee unless (i) the
Depositary notifies the Debenture Trustee that it is unwilling or unable to
continue as a depositary for such Global Preferred Securities and the Depositor
is unable to locate a qualified successor depositary, (ii) the Depositor
executes and delivers to the Debenture Trustee a written order stating that it
elects to terminate the book-entry system through the Depositary or (iii) there
shall have occurred and be continuing a Debenture Event of Default.

         (c) If a Preferred Security is to be exchanged in whole or in part for
a beneficial interest in a Global Preferred Security, then either (i) such
Preferred Security shall be so surrendered for exchange or cancellation as
provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the Liquidation Amount of such other
Preferred Securities to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Preferred Security (the
"Applicable Procedures"), shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing




                                       21
<PAGE>
Agency, accompanied by registration instructions, the Administrative Trustees
shall execute and the Property Trustee shall, subject to Section 504(b) and as
otherwise provided in this Article V, authenticate and deliver any Preferred
Securities issuable in exchange for such Global Preferred Security (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

         (d) Every Preferred Security executed, authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
otherwise, shall be executed, authenticated and delivered in the form of, and
shall be, a Global Preferred Security, unless such Global Preferred Security is
registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

         (e) The Clearing Agency or its nominee, as the registered owner of a
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by such Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and owners of beneficial
interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not
be entitled to receive physical delivery of any such Preferred Securities in
definitive form and shall not be considered the Holders thereof under this Trust
Agreement. Accordingly, any such owner's beneficial interest in the Global
Preferred Securities shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the
Depositor shall have any liability in respect of any transfers effected by the
Clearing Agency.

         (f) The rights of owners of beneficial interests in a Global Preferred
Security shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such owners and the
Clearing Agency.

         SECTION 504. REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
                      SECURITIES CERTIFICATES.

         (a) The Depositor shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 508, a register or registers for the
purpose of registering Trust Securities Certificates and, subject to the
provisions of Section 503A, transfers and exchanges of Preferred Securities
Certificates (herein referred to as the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 510 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Property Trustee shall be the
initial Securities Registrar.

         (b) Subject to the provisions of Section 503A, upon surrender for
registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 508, the Administrative Trustees or any
one of them shall execute and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized





                                       22
<PAGE>
denominations of a like aggregate Liquidation Amount dated the date of execution
by such Administrative Trustee or Trustees. The Securities Registrar shall not
be required to register the transfer of any Preferred Securities that have been
called for redemption. At the option of a Holder, Preferred Securities
Certificates may be exchanged for other Preferred Securities Certificates in
authorized denominations of the same class and of a like aggregate Liquidation
Amount upon surrender of the Preferred Securities Certificates to be exchanged
at the office or agency maintained pursuant to Section 508.

         (c) Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange, subject to the provisions of Section 503A,
shall be accompanied by a written instrument of transfer in form satisfactory to
the Property Trustee and the Securities Registrar duly executed by the Holder or
his attorney duly authorized in writing. Each Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Property Trustee in accordance with its
customary practice. The Trust shall not be required to (i) issue, register the
transfer of, or exchange any Preferred Securities during a period beginning at
the opening of business 15 calendar days before the date of mailing of a notice
of redemption of any Preferred Securities called for redemption and ending at
the close of business on the day of such mailing; or (ii) register the transfer
of or exchange any Preferred Securities so selected for redemption, in whole or
in part, except the unredeemed portion of any such Preferred Securities being
redeemed in part.

         (d) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, subject to the provisions of
Section 503A, but the Securities Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Preferred Securities Certificates.

         (e) Preferred Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this Trust Agreement.
Any transfer or purported transfer of any Preferred Security not made in
accordance with this Trust Agreement shall be null and void. A Preferred
Security that is not a Global Preferred Security may be transferred, in whole or
in part, to a Person who takes delivery in the form of another Preferred
Security that is not a Global Preferred Security as provided in Section 504(a).
A beneficial interest in a Global Preferred Security may be exchanged for a
Preferred Security that is not a Global Preferred Security only as provided in
Section 503A.

         SECTION 505. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
                      CERTIFICATES.

         If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate; and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section 505, the Administrative Trustees or the Securities Registrar




                                       23
<PAGE>
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section 505 shall
constitute conclusive evidence of an undivided beneficial interest in the assets
of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

         SECTION 506. PERSONS DEEMED SECURITYHOLDERS.

         The Trustees, the Paying Agent and the Securities Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities Register as the owner of such Trust Securities Certificate for
the purpose of receiving Distributions and for all other purposes whatsoever,
and neither the Trustees nor the Securities Registrar shall be bound by any
notice to the contrary.

         SECTION 507. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

         At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee (a) within five Business Days
of March 15, June 15, September 15 and December 15 of each year, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

         SECTION 508. MAINTENANCE OF OFFICE OR AGENCY.

         The Administrative Trustees shall maintain, or cause to be maintained,
in Boston, Massachusetts, an office or offices or agency or agencies where
Preferred Securities Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served. The Administrative
Trustees initially designate the Corporate Trust Office of the Property Trustee,
U.S. Bank National Association, as the principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.



                                       24
<PAGE>
         SECTION 509. APPOINTMENT OF PAYING AGENT.

         The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent shall hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to
the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

         SECTION 510. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         On the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
by law, any attempted transfer of the Common Securities (other than a transfer
in connection with a merger or consolidation of the Depositor into another
corporation pursuant to Section 12.1 of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE."

         SECTION 511. TRUST SECURITIES CERTIFICATES.

         (a) Upon their original issuance, Preferred Securities Certificates
shall be issued in the form of one or more fully registered Global Preferred
Securities Certificates which will be deposited with or on behalf of the
Clearing Agency and registered in the name of the Clearing Agency's nominee.
Unless and until it is exchangeable in whole or in part for the Preferred
Securities in definitive form, a global security may not be transferred except
as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a
nominee of the Clearing Agency to the Clearing Agency or another nominee of the
Clearing




                                       25
<PAGE>
Agency or by the Clearing Agency or any such nominee to a successor of such
Clearing Agency or a nominee of such successor.

         (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

         SECTION 512. NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Securities Certificate, the Trustees shall
give all such notices and communications specified herein to be given to the
Clearing Agency, and shall have no obligation to provide notice to the owners of
the beneficial interest in the Global Preferred Securities.

         SECTION 513. RIGHTS OF SECURITYHOLDERS.

         (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 209 and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Preferred Securities against payment of the purchase price therefor, the
Preferred Securities shall be fully paid and nonassessable interests in the
Trust. The Holders of the Preferred Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

         (b) For so long as any Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders of
not less than 25% in principal amount of the outstanding Debentures fail to
declare the principal of all of the Debentures to be immediately due and
payable, the Holders of at least 25% in Liquidation Amount of the Preferred
Securities then Outstanding shall have such right by a notice in writing to the
Depositor and the Debenture Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Debentures shall
become immediately due and payable, provided that the payment of principal and
interest on such Debentures shall remain subordinated to the extent provided in
the Indenture.

         (c) For so long as any Preferred Securities remain Outstanding, upon a
Debenture Event of Default arising from the failure to pay interest or principal
on the Debentures, the Holders of any Preferred Securities then Outstanding
shall, to the fullest extent permitted by law, have the right to directly
institute proceedings for enforcement of payment to such Holders of principal of
or interest on the Debentures having a principal amount equal to the Liquidation
Amount of the Preferred Securities of such Holders.



                                       26
<PAGE>
                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 601. LIMITATIONS ON VOTING RIGHTS.

         (a) Except as provided in this Section 601, in Sections 513, 810 and
1002 and in the Indenture and as otherwise required by law, no record Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

         (b) So long as any Debentures are held by the Property Trustee on
behalf of the Trust, the Trustees shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or executing any trust or power conferred on the Debenture Trustee with
respect to such Debentures; (ii) waive any past default which is waivable under
Article VII of the Indenture; (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable;
or (iv) consent to any amendment, modification or termination of the Indenture
or the Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a majority in
Liquidation Amount of all Outstanding Preferred Securities; provided, however,
that where a consent under the Indenture would require the consent of each
holder of outstanding Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior written consent of each Holder
of Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Outstanding Preferred
Securities, except by a subsequent vote of the Holders of the Outstanding
Preferred Securities. The Property Trustee shall notify each Holder of the
Outstanding Preferred Securities of any notice of default received from the
Debenture Trustee with respect to the Debentures. In addition to obtaining the
foregoing approvals of the Holders of the Preferred Securities, prior to taking
any of the foregoing actions, the Trustees shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that the Trust shall continue to be classified as a grantor trust and not
as an association taxable as a corporation for United States federal income tax
purposes on account of such action.

         (c) If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise; or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class shall be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Preferred Securities. No amendment to this Trust
Agreement may be made if, as a result of such amendment, the Trust would cease
to be classified as a grantor trust or would be classified as an association
taxable as a corporation for United States federal income tax purposes.



                                       27
<PAGE>
         SECTION 602. NOTICE OF MEETINGS.

         Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 1008 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

         SECTION 603. MEETINGS OF PREFERRED SECURITYHOLDERS.

         (a) No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter in respect of which Preferred Securityholders are entitled to
vote upon the written request of the Preferred Securityholders of 25% of the
Outstanding Preferred Securities (based upon their aggregate Liquidation Amount)
and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of Preferred Securityholders to vote on any
matters as to which the Preferred Securityholders are entitled to vote.

         (b) Preferred Securityholders of record of 50% of the Outstanding
Preferred Securities (based upon their aggregate Liquidation Amount), present in
person or by proxy, shall constitute a quorum at any meeting of Securityholders.

         (c) If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding at
least a majority of the Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Preferred Securityholders of record present,
either in person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

         SECTION 604. VOTING RIGHTS.

         Securityholders shall be entitled to one vote for each $25 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

         SECTION 605. PROXIES, ETC.

         At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Only Holders shall be entitled to vote. When Trust Securities are held jointly
by several persons, any one of them may vote at any meeting in person or by
proxy in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Securityholder shall be deemed valid unless challenged at
or prior to its exercise, and the burden




                                       28
<PAGE>
of proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

         SECTION 606. SECURITYHOLDER ACTION BY WRITTEN CONSENT.

         Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding more than a majority of all
Outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their aggregate Liquidation
Amount).

         SECTION 607. RECORD DATE FOR VOTING AND OTHER PURPOSES.

         For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees or the Property Trustee may from time
to time fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

         SECTION 608. ACTS OF SECURITYHOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Securityholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent duly appointed in writing; and, except
as otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 801) conclusive in favor
of the Trustees, if made in the manner provided in this Section 608.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which any Trustee receiving the same deems sufficient.

         (c) The ownership of Preferred Securities shall be proved by the
Securities Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Securityholder of any Trust Security shall bind every
future Securityholder of the same Trust




                                       29
<PAGE>
Security and the Securityholder of every Trust Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustees or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Trust Security.

         (e) Without limiting the foregoing, a Securityholder entitled hereunder
to take any action hereunder with regard to any particular Trust Security may do
so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such Liquidation
Amount.

         (f) A Securityholder may institute a legal proceeding directly against
the Depositor under the Guarantee to enforce its rights under the Guarantee
without first instituting a legal proceeding against the Guarantee Trustee (as
defined in the Guarantee), the Trust or any Person.

         SECTION 609. INSPECTION OF RECORDS.

         Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 202) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Holder's interest as a Holder.

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         SECTION 701. REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE
                      PROPERTY TRUSTEE.

         The Bank and the Property Trustee, each severally on behalf of and as
to itself, as of the date hereof, and each successor Property Trustee at the
time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity), hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

         (a) the Bank is a national banking association, validly existing and in
good standing under the laws of the United States of America;

         (b) the Bank has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

         (c) this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and constitutes the valid and legally binding
agreement of the Property Trustee enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

         (d) the execution, delivery and performance by the Property Trustee of
this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the




                                       30
<PAGE>
Property Trustee and does not require any approval of stockholders of the Bank
and such execution, delivery and performance shall not (i) violate the Bank's
charter or by-laws; (ii) violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Property Trustee or the
Bank is a party or by which it is bound; or (iii) violate any law, governmental
rule or regulation of the United States or the Commonwealth of Massachusetts, as
the case may be, governing the banking or trust powers of the Bank or the
Property Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Property Trustee or the Bank;

         (e) neither the authorization, execution or delivery by the Property
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Property Trustee contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing federal law governing the banking or trust powers of the Bank or the
Property Trustee, as the case may be, under the laws of the United States or the
Commonwealth of Massachusetts;

         (f) there are no proceedings pending or, to the best of the Property
Trustee's knowledge, threatened against or affecting the Bank or the Property
Trustee in any court or before any governmental authority, agency or arbitration
board or tribunal which, individually or in the aggregate, would materially and
adversely affect the Trust or would question the right, power and authority of
the Property Trustee to enter into or perform its obligations as one of the
Trustees under this Trust Agreement; and

         (g) the Property Trustee is a Person eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000.

         SECTION 702. REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK AND
                      THE DELAWARE TRUSTEE.

         The Delaware Bank and the Delaware Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each successor Delaware Trustee at
the time of the successor Delaware Trustee's acceptance of appointment as
Delaware Trustee hereunder (the term "Delaware Bank" being used to refer to such
successor Delaware Trustee in its separate corporate capacity), hereby
represents and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:

         (a) the Delaware Bank is a national banking association, validly
existing and in good standing under the laws of the United States of America;

         (b) the Delaware Bank has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

         (c) this Trust Agreement has been duly authorized, executed and
delivered by the Delaware Trustee and constitutes the valid and legally binding
agreement of the Delaware Trustee enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent




                                       31
<PAGE>
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;

         (d) the execution, delivery and performance by the Delaware Trustee of
this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the Delaware Trustee and does not require any
approval of stockholders of the Delaware Bank and such execution, delivery and
performance shall not (i) violate the Delaware Bank's charter or by-laws; (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Delaware Bank or the Delaware Trustee is a party or by which it is
bound; or (iii) violate any law, governmental rule or regulation of the United
States or the State of Delaware, as the case may be, governing the banking or
trust powers of the Delaware Bank or the Delaware Trustee (as appropriate in
context) or any order, judgment or decree applicable to the Delaware Bank or the
Delaware Trustee;

         (e) neither the authorization, execution or delivery by the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Delaware Trustee contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing federal law governing the banking or trust powers of the Delaware Bank
or the Delaware Trustee, as the case may be, under the laws of the United States
or the State of Delaware; and

         (f) there are no proceedings pending or, to the best of the Delaware
Trustee's knowledge, threatened against or affecting the Delaware Bank or the
Delaware Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Delaware Trustee to enter into or perform its obligations as
one of the Trustees under this Trust Agreement.

         SECTION 703. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

         The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

         (a) the Trust Securities Certificates issued on the Closing Date or the
Option Closing Date, if applicable, on behalf of the Trust have been duly
authorized and, shall have been, duly and validly executed, issued and delivered
by the Administrative Trustees pursuant to the terms and provisions of, and in
accordance with the requirements of, this Trust Agreement and the
Securityholders shall be, as of such date, entitled to the benefits of this
Trust Agreement; and

         (b) there are no taxes, fees or other governmental charges payable by
the Trust (or the Trustees on behalf of the Trust) under the laws of the State
of Delaware or any political subdivision thereof in connection with the
execution, delivery and performance by the Bank, the Property Trustee or the
Delaware Trustee, as the case may be, of this Trust Agreement.




                                       32
<PAGE>
                                  ARTICLE VIII
                                    TRUSTEES

         SECTION 801. CERTAIN DUTIES AND RESPONSIBILITIES.

         (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. No Administrative Trustee nor the Delaware Trustee shall be liable for its
act or omissions hereunder except as a result of its own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under
the Trust Indenture Act. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 801. To the extent that, at law or in equity, the
Delaware Trustee or an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
the Delaware Trustee or such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Delaware Trustee
or the Administrative Trustees otherwise existing at law or in equity, are
agreed by the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee or the Administrative Trustees, as the case
may be.

         (b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust Security, agrees that it shall look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 801(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in
the Trust Indenture Act.

         (c) No provision of this Trust Agreement shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                  (i)      the Property Trustee shall not be liable for any
                           error of judgment made in good faith by an authorized
                           officer of the Property Trustee, unless it shall be
                           proved that the Property Trustee was negligent in
                           ascertaining the pertinent facts;

                  (ii)     the Property Trustee shall not be liable with respect
                           to any action taken or omitted to be taken by it in
                           good faith in accordance with the direction of the



                                       33
<PAGE>

                           Holders of not less than a majority in Liquidation
                           Amount of the Trust Securities relating to the time,
                           method and place of conducting any proceeding for any
                           remedy available to the Property Trustee, or
                           exercising any trust or power conferred upon the
                           Property Trustee under this Trust Agreement;

                  (iii)    the Property Trustee's sole duty with respect to the
                           custody, safe keeping and physical preservation of
                           the Debentures and the Payment Account shall be to
                           deal with such property in a similar manner as the
                           Property Trustee deals with similar property for its
                           own account, subject to the protections and
                           limitations on liability afforded to the Property
                           Trustee under this Trust Agreement and the Trust
                           Indenture Act;

                  (iv)     the Property Trustee shall not be liable for any
                           interest on any money received by it except as it may
                           otherwise agree with the Depositor and money held by
                           the Property Trustee need not be segregated from
                           other funds held by it except in relation to the
                           Payment Account maintained by the Property Trustee
                           pursuant to Section 301 and except to the extent
                           otherwise required by law; and

         (d) the Property Trustee shall not be responsible for monitoring the
compliance by the Administrative Trustees or the Depositor with their respective
duties under this Trust Agreement, nor shall the Property Trustee be liable for
the negligence, default or misconduct of the Administrative Trustees or the
Depositor.

         SECTION 802. CERTAIN NOTICES.

         (a) Within five Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1008, notice of
such Event of Default to the Securityholders, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived. For
purposes of this Section 802 the term "Event of Default" means any event that
is, or after notice or lapse of time or both would become, an Event of Default.

         (b) The Administrative Trustees shall transmit, to the Securityholders
in the manner and to the extent provided in Section 1008, notice of the
Depositor's election to begin or further extend an Extended Interest Payment
Period on the Debentures (unless such election shall have been revoked) and of
any election by the Depositor to accelerate the Maturity Date of the Debentures,
as defined in the Indenture, within the time specified for transmitting such
notice to the holders of the Debentures pursuant to the Indenture as originally
executed.

         SECTION 803. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 801:

         (a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion,



                                       34
<PAGE>

report, notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

         (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action; or
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with other provisions contained
herein; or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within 10
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than 2 Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

         (c) any direction or act of the Depositor or the Administrative
Trustees contemplated by this Trust Agreement shall be sufficiently evidenced by
an Officers' Certificate;

         (d) whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and conclusively rely upon an Officers'
Certificate which, upon receipt of such request, shall be promptly delivered by
the Depositor or the Administrative Trustees;

         (e) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement, any filing under tax or securities laws or any filing
under tax or securities laws) or any rerecording, refiling or reregistration
thereof;

         (f) the Property Trustee may consult with counsel of its choice (which
counsel may be counsel to the Depositor or any of its Affiliates) and the advice
of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon and, in accordance with such advice, such counsel may be
counsel to the Depositor or any of its Affiliates, and may include any of its
employees; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

         (g) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless
such Securityholders shall have offered to the Property



                                       35
<PAGE>

Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction; nothing contained herein shall, however, relieve the Property Trustee
of the obligation, upon the occurrence of any Event of Default (that has not
been cured or waived) to exercise such of the rights and powers vested in it by
this Trust Agreement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

         (h) the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

         (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, and the Property Trustee shall not be liable for the
default or misconduct of such other agents or attorneys; provided that the
Property Trustee shall be responsible for its own negligence or recklessness
with respect to selection of any agent or attorney appointed by it hereunder;

         (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action; (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received; and (iii) shall
be protected in acting in accordance with such instructions; and

         (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement. No provision of this
Trust Agreement shall be deemed to impose any duty or obligation on the Property
Trustee to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be
illegal, or in which the Property Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts, or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Property Trustee shall be construed to be a duty.

         SECTION 804. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The Recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.



                                       36
<PAGE>

         SECTION 805. MAY HOLD SECURITIES.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 808 and 813 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

         SECTION 806. COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

         (a) to pay to the Trustees from time to time compensation for all
services rendered by them hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), in the case of the Property Trustee, as set forth in a written agreement
between the Depositor and the Property Trustee;

         (b) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to such Trustee's negligence, bad faith or
willful misconduct (or, in the case of the Administrative Trustees or the
Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct); and

         (c) to indemnify each of the Trustees or any predecessor Trustee for,
and to hold the Trustees harmless against, any loss, damage, claims, liability,
penalty or expense of any kind or nature whatsoever, arising out of or in
connection with the acceptance or administration of this Trust Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except any such expense, disbursement or advance as may be
attributable to such Trustee's negligence, bad faith or willful misconduct for
(or, in the case of the Administrative Trustees or the Delaware Trustee, any
such expense, disbursement or advance as may be attributable to its, his or her
gross negligence, bad faith or willful misconduct).

         (d) No Trustee may claim any Lien or charge on Trust Property as a
result of any amount due and unpaid pursuant to this Section 806.

         SECTION 807. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
                      TRUSTEES.

         (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
807, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Property Trustee with respect to the



                                       37
<PAGE>

Trust Securities shall cease to be eligible in accordance with the provisions of
this Section 807, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII.

         (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

         (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware; or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law that shall act
through one or more persons authorized to bind such entity.

         SECTION 808. CONFLICTING INTERESTS.

         If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

         SECTION 809. CO-TRUSTEES AND SEPARATE TRUSTEE.

         (a) Unless a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 809. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Debenture Event of Default has occurred and is continuing,
the Property Trustee alone shall have power to make such appointment. Any
co-trustee or separate trustee appointed pursuant to this Section 809 shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States; or (ii) a legal entity with its principal place of business
in the United States that shall act through one or more persons authorized to
bind such entity.

         (b) Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged, and delivered
by the Depositor.



                                       38
<PAGE>

         (c) Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms,
namely:

                  (i)      The Trust Securities shall be executed and delivered
                           and all rights, powers, duties and obligations
                           hereunder in respect of the custody of securities,
                           cash and other personal property held by, or required
                           to be deposited or pledged with, the Trustees
                           specified hereunder, shall be exercised, solely by
                           such Trustees and not by such co-trustee or separate
                           trustee.

                  (ii)     The rights, powers, duties and obligations hereby
                           conferred or imposed upon the Property Trustee in
                           respect of any property covered by such appointment
                           shall be conferred or imposed upon and exercised or
                           performed by the Property Trustee or by the Property
                           Trustee and such co-trustee or separate trustee
                           jointly, as shall be provided in the instrument
                           appointing such co-trustee or separate trustee,
                           except to the extent that under any law of any
                           jurisdiction in which any particular act is to be
                           performed, the Property Trustee shall be incompetent
                           or unqualified to perform such act, in which event
                           such rights, powers, duties and obligations shall be
                           exercised and performed by such co-trustee or
                           separate trustee.

                  (iii)    The Property Trustee at any time, by an instrument in
                           writing executed by it, with the written concurrence
                           of the Depositor, may accept the resignation of or
                           remove any co-trustee or separate trustee appointed
                           under this Section 809, and, in case a Debenture
                           Event of Default has occurred and is continuing, the
                           Property Trustee shall have the power to accept the
                           resignation of, or remove, any such co-trustee or
                           separate trustee without the concurrence of the
                           Depositor. Upon the written request of the Property
                           Trustee, the Depositor shall join with the Property
                           Trustee in the execution, delivery and performance of
                           all instruments and agreements necessary or proper to
                           effectuate such resignation or removal. A successor
                           to any co-trustee or separate trustee so resigned or
                           removed may be appointed in the manner provided in
                           this Section 809.

                  (iv)     No co-trustee or separate trustee hereunder shall be
                           personally liable by reason of any act or omission of
                           the Property Trustee or any other trustee hereunder.

                  (v)      The Property Trustee shall not be liable by reason of
                           any act of a co-trustee or separate trustee.

                  (vi)     Any Act of Holders delivered to the Property Trustee
                           shall be deemed to have been delivered to each such
                           co-trustee and separate trustee.

         SECTION 810. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of any Trustee (the "Relevant Trustee")
and no appointment of a successor Trustee pursuant to this Article VIII shall
become effective until the



                                       39
<PAGE>

acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 811.

         (b) Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time with respect to the Trust Securities by giving
written notice thereof to the Securityholders. If the instrument of acceptance
by the successor Trustee required by Section 811 shall not have been delivered
to the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

         (c) Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

         (d) If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Preferred Securityholders, by Act of the
Securityholders of a majority in Liquidation Amount of the Preferred Securities
then Outstanding delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees with respect to the Trust
Securities and the Trust, and such successor Trustee shall comply with the
applicable requirements of Section 811. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when a Debenture Event of Default shall have occurred and be continuing,
the Common Securityholder, by Act of the Common Securityholder delivered to an
Administrative Trustee, shall promptly appoint a successor Administrative
Trustee or Administrative Trustees with respect to the Trust Securities and the
Trust, and such successor Administrative Trustee or Administrative Trustees
shall comply with the applicable requirements of Section 811. If no successor
Relevant Trustee with respect to the Trust Securities shall have been so
appointed by the Common Securityholder or the Preferred Securityholders and
accepted appointment in the manner required by Section 811, any Securityholder
who has been a Securityholder of Trust Securities on behalf of himself and all
others similarly situated may petition a court of competent jurisdiction for the
appointment Trustee with respect to the Trust Securities.

         (e) The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.



                                       40
<PAGE>

         (f) Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of remaining Administrative Trustees if
there are at least two of them; or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees set forth in Section 807).

         SECTION 811. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee and each successor Relevant Trustee with respect to the Trust
Securities shall execute and deliver an instrument hereto wherein each successor
Relevant Trustee shall accept such appointment and which shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Trust and upon the execution and delivery of such instrument the resignation
or removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Relevant Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust; but, on request of the Trust or any successor Relevant Trustee
such retiring Relevant Trustee shall duly assign, transfer and deliver to such
successor Relevant Trustee all Trust Property, all proceeds thereof and money
held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

         (b) Upon request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the immediately preceding paragraph, as the case may be.

         (c) No successor Relevant Trustee shall accept its appointment unless
at the time of such acceptance such successor Relevant Trustee shall be
qualified and eligible under this Article VIII.

         SECTION 812. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                      BUSINESS.

         Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article VIII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

         SECTION 813. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
                      TRUST.

         If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the



                                       41
<PAGE>

Property Trustee or the Delaware Trustee, as the case may be, shall be subject
to and shall take all actions necessary in order to comply with the provisions
of the Trust Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor).

         SECTION 814. REPORTS BY PROPERTY TRUSTEE.

         (a) On or before July 15 of each year, commencing July 15, 2003, the
Property Trustee shall transmit to the Securityholders such reports concerning
the Property Trustee, its actions under this Trust Agreement and the property
and funds in its possession in its capacity as the Property Trustee as of May 15
if and to the extent required pursuant to the Trust Indenture Act in the manner
provided pursuant thereto.

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with the Nasdaq National Market,
and each national securities exchange or other organization upon which the Trust
Securities are listed, and also with the Commission and the Depositor.

         SECTION 815. REPORTS TO THE PROPERTY TRUSTEE.

         The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.

         SECTION 816. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

         SECTION 817. NUMBER OF TRUSTEES.

         (a) The number of Trustees shall be five, provided that the Holder of
all of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware Trustee
may be the same Person.

         (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 817(a), or if the
number of Trustees is increased pursuant to Section 817(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 810.

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 810, the Administrative
Trustees in office,



                                       42
<PAGE>

regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers granted to the Administrative Trustees and
shall discharge all the duties imposed upon the Administrative Trustees by this
Trust Agreement.

         SECTION 818. DELEGATION OF POWER.

         (a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
207(a); and

         (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein.

         SECTION 819. VOTING.

         Except as otherwise provided in this Trust Agreement, the consent or
approval of the Administrative Trustees shall require consent or approval by not
less than a majority of the Administrative Trustees, unless there are only two,
in which case both must consent.

                                   ARTICLE IX
                      TERMINATION, LIQUIDATION AND MERGER

         SECTION 901. TERMINATION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on
March 31, 2033 (the "Expiration Date") subject to distribution of the Trust
Property in accordance with Section 904.

         SECTION 902. EARLY TERMINATION.

         The first to occur of any of the following events is an "Early
Termination Event:"

         (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor;

         (b) delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor, subject to Depositor having received prior approval
of the Board of Governors of the Federal Reserve System if so required under
applicable guidelines, policies or regulations thereof) to dissolve the Trust
and distribute the Debentures to Securityholders in exchange for the Preferred
Securities in accordance with Section 904;

         (c) the redemption of all of the Preferred Securities in connection
with the redemption of all of the Debentures (whether upon a Debenture
Redemption Date or the maturity of the Debenture); or



                                       43
<PAGE>

         (d) an order for dissolution of the Trust shall have been entered by a
court of competent jurisdiction.

         SECTION 903. TERMINATION.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 904, or upon the
redemption of all of the Trust Securities pursuant to Section 402, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation by an
Administrative Trustee under the Delaware Statutory Trust Act.

         SECTION 904. LIQUIDATION.

         (a) If an Early Termination Event specified in clause (a), (b), or (d)
of Section 902 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 904(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more
than 60 days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder's address appearing in the Securities Register. All notices of
liquidation shall:

                  (i)      state the Liquidation Date;

                  (ii)     state that from and after the Liquidation Date, the
                           Trust Securities shall no longer be deemed to be
                           Outstanding and any Trust Securities Certificates not
                           surrendered for exchange shall be deemed to represent
                           a Like Amount of Debentures; and

                  (iii)    provide such information with respect to the
                           mechanics by which Holders may exchange Trust
                           Securities Certificates for Debentures, or, if
                           Section 904(d) applies, receive a Liquidation
                           Distribution, as the Administrative Trustees or the
                           Property Trustee shall deem appropriate.

         (b) Except where Section 902(c) or 904(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

         (c) Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) certificates representing a Like Amount of Debentures shall be
issued to Holders of Trust Securities Certificates upon surrender of



                                       44
<PAGE>

such certificates to the Administrative Trustees or their agent for exchange;
(iii) the Depositor shall use its best efforts to have the Debentures listed on
the Nasdaq National Market or on such other securities exchange or automated
quotation system as the Preferred Securities are then listed or traded; (iv) any
Trust Securities Certificates not so surrendered for exchange shall be deemed to
represent a Like Amount of Debentures, accruing interest at the rate provided
for in the Debentures from the last Distribution Date on which a Distribution
was made on such Trust Securities Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal shall be made to Holders of Trust Securities Certificates
with respect to such Debentures); and (v) all rights of Securityholders holding
Trust Securities shall cease, except the right of such Securityholders to
receive Debentures upon surrender of Trust Securities Certificates.

         (d) In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, Securityholders shall be entitled
to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts). The Holder of the Common
Securities shall be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

         SECTION 905. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF
                      THE TRUST.

         The Trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other Person, except
pursuant to this Section 905. At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Holders of the
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or into, convert into, consolidate, amalgamate, be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to a trust organized as such under the laws of any state; provided, that (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities; or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise; (ii) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures; (iii) the Successor Securities are
listed or



                                       45
<PAGE>

traded, or any Successor Securities shall be listed or traded upon notification
of issuance, on any national securities exchange or other organization on which
the Preferred Securities are then listed, if any; (iv) such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect; (v) such successor entity has a purpose substantially identical to that
of the Trust; (vi) prior to such merger, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Depositor has
received an Opinion of Counsel to the effect that (a) such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Depositor owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 905, any such consolidation, conversion,
merger, sale, conveyance, transfer or other disposition as a result of which (a)
the Company is not the surviving Person, and (b) the same Person is not both (i)
the primary obligor in respect of the Debentures and (ii) the Guarantor under
that certain Preferred Securities Guarantee Agreement of even date herewith (the
"Guarantee") between the Company and U.S. Bank National Association, shall be
deemed to constitute a replacement of the Trust by a successor entity; provided
further that, notwithstanding the foregoing, in the event that upon the
consummation of such a consolidation, conversion, merger, sale, conveyance,
transfer or other disposition, the parent company (if any) of the Company, or
its successor, is a bank holding company or financial holding company or
comparably regulated financial institution, such parent company shall guarantee
the obligations of the Trust (and any successor thereto) under the Preferred
Securities (including any Successor Securities) at least to the extent provided
by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
convert, amalgamate, merge with or into, or be replaced by or convey, transfer
or lease its properties and assets substantially as an entirety to any other
Person or permit any other Person to consolidate, convert, amalgamate, merge
with or into, or replace it if such consolidation, conversion, amalgamation,
merger or replacement would cause the Trust or the successor entity to be
classified as other than a grantor trust for United States federal income tax
purposes.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

         SECTION 1001. LIMITATION OF RIGHTS OF SECURITYHOLDERS.

         The death or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in any court for a partition or winding-up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.



                                       46
<PAGE>

         SECTION 1002. AMENDMENT.

         (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; or (ii) to cure any ambiguity, correct or supplement any provision
herein or therein which may be inconsistent with any other provision herein or
therein, or to make any other provisions with respect to matters or questions
arising under this Trust Agreement, that shall not be inconsistent with the
other provisions of this Trust Agreement; or (iii) to modify, eliminate or add
to any provisions of this Trust Agreement to such extent as shall be necessary
to ensure that the Trust shall be classified for United States federal income
tax purposes as a grantor trust at all times that any Trust Securities are
outstanding or to ensure that the Trust shall not be required to register as an
"investment company" under the Investment Company Act; or (iv) to reduce or
increase the Liquidation Amount per Trust Security and simultaneously to
correspondingly increase or decrease the number of Trust Securities issued and
Outstanding solely for the purpose of maintaining the eligibility of the
Preferred Securities for quotation or listing on any national securities
exchange or other organization on which the Preferred Securities are then quoted
or listed (including, if applicable, the Nasdaq National Market); provided,
however, that in the case of clause (ii), such action shall not adversely affect
in any material respect the interests of any Securityholder, and provided
further, that in the case of clause (iv) the aggregate Liquidation Amount of the
Trust Securities Outstanding upon completion of any such reduction must be the
same as the aggregate Liquidation Amount of the Trust Securities Outstanding
immediately prior to such reduction or increase; and any amendments of this
Trust Agreement shall become effective when notice thereof is given to the
Securityholders (or in the case of an amendment pursuant to clause (iv), as of
the date specified in the notice).

         (b) Except as provided in Section 601(c) or Section 1002(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor (i) with the consent of Trust Securityholders representing not less
than a majority (based upon Liquidation Amounts) of the Trust Securities then
Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel to
the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment shall not affect the Trust's status
as a grantor trust for United States federal income tax purposes or the Trust's
exemption from status of an "investment company" under the Investment Company
Act.

         (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 603 or 606 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date; or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 603 or 606 hereof), this
paragraph (c) of this Section 1002 may not be amended.

         (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an "investment company" under the Investment



                                       47
<PAGE>

Company Act or to fail or cease to be classified as a grantor trust for United
States federal income tax purposes.

         (e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, this Trust Agreement may not be amended in
a manner which imposes any additional obligation on the Depositor.

         (f) In the event that any amendment to this Trust Agreement is made,
the Administrative Trustees shall promptly provide to the Depositor a copy of
such amendment.

         (g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement has been effected
in compliance with this Trust Agreement.

         SECTION 1003. SEPARABILITY.

         In case any provision in this Trust Agreement or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         SECTION 1004. GOVERNING LAW.

         THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF).

         SECTION 1005. PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as though made on the date fixed for such
payment, and no distribution shall accumulate thereon for the period after such
date.

         SECTION 1006. SUCCESSORS.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee(s),
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article XII of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.



                                       48
<PAGE>

         SECTION 1007. HEADINGS.

         The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

         SECTION 1008. REPORTS, NOTICES AND DEMANDS.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Independent Bank
Corporation, 230 West Main Street, Ionia, Michigan 48846, Attention: Robert N.
Shuster, facsimile no.: (616) 527-5833. Any notice to Preferred Securityholders
shall also be given to such owners as have, within two years preceding the
giving of such notice, filed their names and addresses with the Property Trustee
for that purpose. Such notice, demand or other communication to or upon a
Securityholder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to U.S. Bank National Association, 1
Federal Street, 3rd Floor, Boston, Massachusetts 02110, Attention: Corporate
Trust Services Division, with a copy to U.S. Bank National Association, 180 East
Fifth Street, St. Paul, Minnesota 55101, Attention: Corporate Trust Services
Division; (b) with respect to the Delaware Trustee, to U.S. Bank Trust National
Association, 300 East Delaware Avenue, 8th Floor, Wilmington, Delaware 19809,
Attention: Corporate Trust Services Division; and (c) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of IBC Capital Finance
II." Such notice, demand or other communication to or upon the Trust or the
Property Trustee shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Trust or the Property Trustee.

         SECTION 1009. AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Depositor or any of the Trustees takes action
in violation of this Section 1009, the Property Trustee agrees, for the benefit
of Securityholders, that at the expense of the Depositor (which expense shall be
paid prior to the filing), it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor or such
Trustee against the Trust or the commencement of such action and raise the
defense that the Depositor or such Trustee has agreed



                                       49
<PAGE>

in writing not to take such action and should be stopped and precluded
therefrom. The provisions of this Section 1009 shall survive the termination of
this Trust Agreement.

         SECTION 1010. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

         (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

         (b) The Property Trustee shall be the only Trustee which is a trustee
for the purposes of the Trust Indenture Act.

         (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or to be excluded, as the case may be.

         (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

         SECTION 1011. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
                       INDENTURE.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

         SECTION 1012. COUNTERPARTS.

         This Trust Agreement may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]


                                       50
<PAGE>

                                       INDEPENDENT BANK CORPORATION


                                       By:____________________________________
                                          Name:    Robert N. Shuster
                                          Title:   Executive Vice President and
                                                   Chief Financial Officer

                                       U.S. BANK NATIONAL ASSOCIATION, AS
                                       PROPERTY TRUSTEE


                                       By:____________________________________
                                          Name:
                                          Title:

                                       U.S. BANK TRUST NATIONAL
                                       ASSOCIATION, AS DELAWARE TRUSTEE


                                       By:____________________________________
                                          Name:
                                          Title:

                                       _______________________________________
                                       Charles C. Van Loan,
                                       as Administrative Trustee

                                       _______________________________________
                                       Robert N. Shuster,
                                       as Administrative Trustee


                                       _______________________________________
                                       James J. Twarozynski,
                                       as Administrative Trustee


                                       51
<PAGE>


                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                             IBC CAPITAL FINANCE II


         THIS CERTIFICATE OF TRUST OF IBC CAPITAL FINANCE II (the "Trust"), is
being duly executed and filed by U.S. Bank Trust National Association, a
national banking association, Charles C. Van Loan, Robert N. Shuster, and James
J. Twarozynski, each an individual, as trustees, to form a Delaware statutory
trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.)
(the "Act").

1.       NAME. The name of the Delaware statutory trust formed hereby is IBC
         Capital Finance II.

2.       DELAWARE TRUSTEE. The name and business address of the trustee of the
         Trust in the State of Delaware is U.S. Bank Trust National Association,
         300 East Delaware Avenue, 8th Floor, Wilmington, Delaware 19809,
         Attention: Corporate Trust Services Division.

3.       EFFECTIVE DATE. This Certificate of Trust shall be effective on
         February 26, 2003.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.


                                       U.S. BANK TRUST NATIONAL
                                       ASSOCIATION, as Delaware trustee


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:


                                                                    , as Trustee
                                       -----------------------------
                                       Name:  Charles C. Van Loan


                                                                    , as Trustee
                                       -----------------------------
                                       Name:  Robert N. Shuster


                                                                    , as Trustee
                                       -----------------------------
                                       Name:  James J. Twarozynski



                                       A-1
<PAGE>

                                    EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

CERTIFICATE NUMBER __________             NUMBER OF COMMON SECURITIES __________

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                             IBC CAPITAL FINANCE II

                                COMMON SECURITIES
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

         IBC CAPITAL FINANCE II, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that INDEPENDENT BANK
CORPORATION (the "Holder") is the registered owner of ____________________
(______) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the Common Securities
(liquidation amount $25 per Common Security) (the "Common Securities"). In
accordance with Section 510 of the Trust Agreement (as defined below), the
Common Securities are not transferable and any attempted transfer hereof shall
be void. The designations, rights, privileges, restrictions, preferences, and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of March __, 2003, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of the Common Securities as set forth therein. The Trust shall furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

         Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this _____ day of March, 2003.


                                          IBC CAPITAL FINANCE II


                                          By:
                                              ----------------------------------
                                              Name:   Robert N. Shuster
                                              Title:  Administrative Trustee


                                       B-1

<PAGE>

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
March __, 2003, between Independent Bank Corporation, a Michigan corporation
(the "Company"), and IBC Capital Finance II, a Delaware statutory trust (the
"Trust").

                                    RECITALS

         WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ___% Junior Subordinated Debentures (the
"Debentures") from, the Company and to issue and sell IBC Capital Finance II
___% Cumulative Trust Preferred Securities (the "Preferred Securities") with
such powers, preferences and special rights and restrictions as are set forth in
the Amended and Restated Trust Agreement of the Trust dated as of March ___,
2003, as the same may be amended from time to time (the "Trust Agreement");

         WHEREAS, the Company shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debentures;

         NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase the Company hereby agrees shall benefit the
Company and which purchase the Company acknowledges shall be made in reliance
upon the execution and delivery of this Agreement, the Company, including in its
capacity as holder of the Common Securities, and the Trust hereby agree as
follows:

                                   ARTICLE I

         SECTION 1.1 GUARANTEE BY THE COMPANY.

         Subject to the terms and conditions hereof, the Company, including in
its capacity as holder of the Common Securities, hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust other than obligations of the Trust to pay to holders
of any Preferred Securities or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.

         SECTION 1.2 TERM OF AGREEMENT.

         This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise); and (b) the date on which there
are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities


                                      C-1
<PAGE>
or any Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any obligation, under the Preferred Securities Guarantee
Agreement dated the date hereof by the Company and U.S. Bank National
Association as guarantee trustee or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

         SECTION 1.3 WAIVER OF NOTICE.

         The Company hereby waives notice of acceptance of this Agreement and of
any obligation to which it applies or may apply, and the Company hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

         SECTION 1.4 NO IMPAIRMENT.

         The obligations, covenants, agreements and duties of the Company under
this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

         (a) the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

         (b) any failure, omission, delay or lack of diligence on the part of
the Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

         (c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, the Company with respect to the happening of any of the
foregoing.

         SECTION 1.5 ENFORCEMENT.

         A Beneficiary may enforce this Agreement directly against the Company,
and the Company waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding against the
Company.

                                   ARTICLE II

         SECTION 2.1 BINDING EFFECT.

         All guarantees and agreements contained in this Agreement shall bind
the successors, assigns, receivers, trustees and representatives of the Company
and shall inure to the benefit of the Beneficiaries.



                                      C-2
<PAGE>

         SECTION 1013. AMENDMENT.

         So long as there remains any Beneficiary or any Preferred Securities of
any series are outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to any of the holders of the Preferred
Securities.

         SECTION 1014. NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same by facsimile
transmission (confirmed by mail), telex, or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by facsimile):

         IBC Capital Finance II
         c/o Independent Bank Corporation
         230 West Main Street
         Ionia, Michigan  48846
         Facsimile No.:  (616) 527-5833
         Attention:  Robert N. Shuster, Chief Financial Officer

         Independent Bank Corporation
         230 West Main Street
         Ionia, Michigan  48846
         Facsimile No.: (616) 527-5833
         Attention: Robert N. Shuster, Chief Financial Officer

         SECTION 1015. GOVERNING LAW.

         This agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Michigan (without regard to conflict of
laws principles).

                           [SIGNATURE PAGE TO FOLLOW]

                                      C-3
<PAGE>


         THIS AGREEMENT is executed as of the day and year first above written.


                                      INDEPENDENT BANK CORPORATION


                                      By:
                                         ---------------------------------------
                                         Name:    Robert N. Shuster
                                         Title:   Executive Vice President and
                                                  Chief Financial Officer

                                      IBC CAPITAL FINANCE II


                                      By:
                                         ---------------------------------------
                                         Name:    Robert N. Shuster
                                         Title:   Administrative Trustee



                                      C-4
<PAGE>

                                    EXHIBIT D

CERTIFICATE NUMBER __________          NUMBER OF PREFERRED SECURITIES __________

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                             IBC CAPITAL FINANCE II

                   ___% CUMULATIVE TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

                                                           CUSIP NO. ___________

         IBC Capital Finance II, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of _________ preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust and
designated the ___% Cumulative Trust Preferred Securities (liquidation amount
$25 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this Certificate duly endorsed
and in proper form for transfer as provided in Section 504 of the Trust
Agreement (as defined herein). The designations, rights, privileges,
restrictions, preferences, and other terms and provisions of the Preferred
Securities are set forth in, and this Certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of March __, 2003, as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of Preferred Securities as
set forth therein. The Holder is entitled to the benefits of the Preferred
Securities Guarantee Agreement entered into by Independent Bank Corporation, a
Michigan corporation, and U.S. Bank National Association as guarantee trustee,
dated as of March __, 2003, as the same may be amended from time to time (the
"Guarantee"), to the extent provided therein. The Trust shall furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

         Upon receipt of this Certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         Unless the Certificate of Authentication has been manually executed by
the Property Trustee, this Certificate is not valid or effective.


                                      D-1
<PAGE>

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this Certificate this ____ day of March, 2003.


                                        IBC CAPITAL FINANCE II


                                        By:
                                            ------------------------------------
                                            Name:    Robert N. Shuster
                                            Title:   Administrative Trustee



                                      D-2
<PAGE>


                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

         Unless this certificate is presented by an authorized representative of
         The Depository Trust Company, a New York corporation ("DTC"), to Issuer
         or its agent for registration of transfer, exchange, or payment, and
         any certificate issued is registered in the name of Cede & Co. or in
         such other name as is requested by an authorized representative of DTC
         (and any payment is made to Cede & Co. or to such other entity as is
         requested by an authorized representative of DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
         interest herein.



                                      D-3
<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

         The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to IBC Capital
Finance II, c/o Secretary of Independent Bank Corporation, 230 West Main Street,
Ionia, Michigan 48846 or to the Registrar named on the face of this Certificate.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--             As tenants in common

TEN ENT--             As tenants by the entireties

JT TEN--              As joint tenants with right of survival

UNIF GIFT MIN ACT--   Under Uniform Gift to Minors Act and not as tenants



     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

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

- --------------------------------------------------------------------------------
     (Please insert social security or other identifying number of assignee)


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

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

- --------------------------------------------------------------------------------
                    (insert address and zip code of assignee)

the within Certificate and all rights and interests represented by the Preferred
Securities evidenced thereby, and hereby irrevocably constitutes and appoints
- --------------------------------------------------------------------------------
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.

Dated:                                 Signature:
       ----------------------------               ------------------------------
                                                  Note: The signature(s) to this
                                                  assignment must correspond
                                                  with the name(s) as written
                                                  upon the face of this
                                                  Certificate in every
                                                  particular, without alteration
                                                  or enlargement, or any change
                                                  whatever.


Signature(s) Guaranteed:



- -----------------------------------
NOTICE: Signature(s) must be
guaranteed by an "eligible
guarantor institution" that is a
member or participant in a
"signature guarantee program"
(i.e., the Securities Transfer
Agents Medallion Program, the Stock
Exchange Medallion Program or the
New York Stock Exchange, Inc.
Medallion Signature Program).




                                      D-4
<PAGE>

                                    EXHIBIT E

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

         This is one of the _____% Cumulative Trust Preferred Securities
referred to in the within-mentioned Amended and Restated Trust Agreement.


                                    U.S. BANK NATIONAL ASSOCIATION, as
                                    Property Trustee

                                    By:
                                        ----------------------------------------
                                            AUTHORIZED SIGNATURE

                                      E-1
<PAGE>

                                    EXHIBIT F

                        CERTIFICATE DEPOSITARY AGREEMENT



                                      F-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>8
<FILENAME>k74892exv4w6.txt
<DESCRIPTION>FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 4.6

================================================================================











                    PREFERRED SECURITIES GUARANTEE AGREEMENT



                                 BY AND BETWEEN



                          INDEPENDENT BANK CORPORATION



                                       AND



                         U.S. BANK NATIONAL ASSOCIATION



                           DATED AS OF MARCH __, 2003









================================================================================


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
                                                                                                                PAGE
<S>                                                                                                          <C>
ARTICLE I         DEFINITIONS AND INTERPRETATION..................................................................1

         Section 1.1       Definitions and Interpretation.........................................................1

ARTICLE II        TRUST INDENTURE ACT.............................................................................4

         Section 2.1       Trust Indenture Act; Application.......................................................4
         Section 2.2       Lists of Holders of Securities.........................................................5
         Section 2.3       Reports by the Guarantee Trustee.......................................................5
         Section 2.4       Periodic Reports to Guarantee Trustee..................................................5
         Section 2.5       Evidence of Compliance with Conditions Precedent.......................................5
         Section 2.6       Events of Default; Waiver..............................................................5
         Section 2.7       Event of Default; Notice...............................................................6
         Section 2.8       Conflicting Interests..................................................................6

ARTICLE III       POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE..................................................6

         Section 3.1       Powers and Duties of the Guarantee Trustee.............................................6
         Section 3.2       Certain Rights of Guarantee Trustee....................................................8
         Section 3.3       Not Responsible for Recitals or Issuance of Guarantee..................................9

ARTICLE IV        GUARANTEE TRUSTEE...............................................................................9

         Section 4.1       Guarantee Trustee; Eligibility.........................................................9
         Section 4.2       Appointment, Removal and Resignation of Guarantee Trustee.............................10

ARTICLE V         GUARANTEE......................................................................................11

         Section 5.1       Guarantee.............................................................................11
         Section 5.2       Waiver of Notice and Demand...........................................................11
         Section 5.3       Obligations Not Affected..............................................................11
         Section 5.4       Rights of Holders.....................................................................12
         Section 5.5       Guarantee of Payment..................................................................12
         Section 5.6       Subrogation...........................................................................12
         Section 5.7       Independent Obligations...............................................................13

ARTICLE VI        LIMITATION OF TRANSACTIONS; SUBORDINATION......................................................13

         Section 6.1       Limitation of Transactions............................................................13
         Section 6.2       Ranking...............................................................................13

ARTICLE VII       TERMINATION....................................................................................13

         Section 7.1       Termination...........................................................................13

ARTICLE VIII      INDEMNIFICATION................................................................................14

         Section 8.1       Exculpation...........................................................................14
         Section 8.2       Indemnification.......................................................................14

ARTICLE IX        MISCELLANEOUS..................................................................................14
</TABLE>





                                       i
<PAGE>
                               TABLE OF CONTENTS
                                  (continued)



<TABLE>
<Caption>
                                                                                                               PAGE
        <S>                                                                                                    <C>
         Section 9.1       Successors and Assigns................................................................14
         Section 9.2       Amendments............................................................................15
         Section 9.3       Notices...............................................................................15
         Section 9.4       Benefit...............................................................................16
         Section 9.5       Governing Law.........................................................................16
</TABLE>









                                       ii
<PAGE>





                              CROSS REFERENCE TABLE

<TABLE>
<CAPTION>
- --------------------------------------  --------------------------------------
   Section of Trust Indenture Act
         of 1939, as amended                Section of Guarantee Agreement
- --------------------------------------  --------------------------------------
<S>                                     <C>
           310(a)                                4.1(a)
           310(b)                                4.1(c), 2.8
           310(c)                                Not Applicable
           311(a)                                2.2(b)
           311(b)                                2.2(b)
           311(c)                                Not Applicable
           312(a)                                2.2(a)
           312(b)                                2.2(b)
           313                                   2.3
           314(a)                                2.4
           314(b)                                Not Applicable
           314(c)                                2.5
           314(d)                                Not Applicable
           314(e)                                1.1, 2.5, 3.2
           314(f)                                2.1, 3.2
           315(a)                                3.1(d)
           315(b)                                2.7
           315(c)                                3.1
           315(d)                                3.1(d)
           316(a)                                1.1, 2.6, 5.4
           316(b)                                5.3
           317(a)                                3.1
           317(b)                                Not Applicable
           318(a)                                2.1(a)
           318(b)                                2.1
           318(c)                                2.1(b)
</TABLE>

Note: This Cross-Reference Table does not constitute part of this Agreement and
shall not affect the interpretation of any of its terms or provisions.




                                      iii
<PAGE>

                    PREFERRED SECURITIES GUARANTEE AGREEMENT


         This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred
Securities Guarantee"), dated as of March __, 2003, is executed and delivered by
INDEPENDENT BANK CORPORATION, a Michigan corporation (the "Guarantor"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Guarantee Trustee"), for the benefit of the Holders (as defined herein) from
time to time of the Preferred Securities (as defined herein) of IBC Capital
Finance II, a Delaware statutory trust (the "Trust").

                                    RECITALS

         WHEREAS, pursuant to an Amended and Restated Trust Agreement (the
"Trust Agreement"), dated as of March __, 2003, among the trustees of the Trust
named therein, the Guarantor, as sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Trust, the Trust is issuing
on the date hereof up to 2,024,000 preferred securities, having an aggregate
Liquidation Amount of up to $50,600,000 designated the ____% Cumulative Trust
Preferred Securities;

         WHEREAS, as incentive for the Holders to purchase the Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Preferred Securities Guarantee, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1 DEFINITIONS AND INTERPRETATION.

         In this Preferred Securities Guarantee, unless the context otherwise
requires:

         (a) capitalized terms used in this Preferred Securities Guarantee but
not defined in the preamble above have the respective meanings assigned to them
in this Section 1.1;

         (b) terms defined in the Trust Agreement as at the date of execution of
this Preferred Securities Guarantee have the same meaning when used in this
Preferred Securities Guarantee, unless otherwise defined in this Preferred
Securities Guarantee;

         (c) a term defined anywhere in this Preferred Securities Guarantee has
the same meaning throughout;



<PAGE>





         (d) all references to "the Preferred Securities Guarantee" or "this
Preferred Securities Guarantee" are to this Preferred Securities Guarantee as
modified, supplemented or amended from time to time;

         (e) all references in this Preferred Securities Guarantee to Articles
and Sections are to Articles and Sections of this Preferred Securities
Guarantee, unless otherwise specified;

         (f) a term defined in the Trust Indenture Act has the same meaning when
used in this Preferred Securities Guarantee, unless otherwise defined in this
Preferred Securities Guarantee or unless the context otherwise requires; and

         (g) a reference to the singular includes the plural and vice versa.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

         "Business Day" means any day other than a Saturday, Sunday, a day on
which federal or state banking institutions in New York, New York are authorized
or required by law, executive order or regulation to close or a day on which the
Corporate Trust Office of the Guarantee Trustee is closed for business.

         "Corporate Trust Office" means the office of the Guarantee Trustee at
which the corporate trust business of the Guarantee Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at 1 Federal Street, 3rd Floor, Boston,
Massachusetts 02110, Attention: Corporate Trust Services Division.

         "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

         "Debenture Issuer" means Independent Bank Corporation, issuer of the
Debentures under the Indenture.

         "Debentures" means the ___% Junior Subordinated Debentures due March
31, 2033, of the Debenture Issuer held by the Property Trustee of the Trust.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Preferred Securities Guarantee.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Trust: (i) any accrued and unpaid Distributions that are
required to be paid on such Preferred Securities, to the extent the Trust shall
have funds available therefor, (ii) the redemption price, including all accrued
and unpaid Distributions to the date of redemption (the "Redemption Price"), to
the extent the Trust has funds available therefor, with respect to any Preferred
Securities called for redemption by the Trust, and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of the Trust (other than in
connection with the distribution of Debentures to the Holders in exchange for
Preferred Securities as provided in the Trust Agreement), the lesser of (a) the
aggregate of the Liquidation Amount and all accrued and unpaid Distributions on
the Preferred Securities to the date of payment, to the extent the Trust shall
have funds available



                                       2
<PAGE>

therefor (the "Liquidation Distribution"), and (b) the amount of assets of the
Trust remaining available for distribution to Holders in liquidation of the
Trust.

         "Guarantee Trustee" means U.S. Bank National Association, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Preferred Securities Guarantee and thereafter
means each such Successor Guarantee Trustee.

         "Guarantor" means Independent Bank Corporation, a Michigan corporation.

         "Holder" shall mean any holder, as registered on the books and records
of the Trust, of any Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor, the Guarantee Trustee or any of their
respective Affiliates.

         "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.

         "Indenture" means the Indenture dated as of March __, 2003, among the
Debenture Issuer and U.S. Bank National Association, as trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be issued
to the Property Trustee of the Trust.

         "Liquidation Amount" means the stated value of $25 per Preferred
Security.

         "Liquidation Distribution" has the meaning provided therefor in the
definition of Guarantee Payments.

         "Majority in Liquidation Amount of the Preferred Securities" means the
holders of more than 50% of the Liquidation Amount of all of the Preferred
Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two authorized officers of such Person, at least one of
whom shall be the principal executive officer, principal financial officer,
principal accounting officer, treasurer or any vice president of such Person.
Any Officers' Certificate delivered with respect to compliance with a condition
or covenant provided for in this Preferred Securities Guarantee shall include:

         (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definition relating thereto;

         (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

         (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and




                                       3
<PAGE>


         (d) a statement as to whether, in the opinion of each such officer,
such condition or covenant has been complied with.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Preferred Securities" means the ___% Cumulative Trust Preferred
Securities representing undivided beneficial interests in the assets of the
Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

         "Redemption Price" has the meaning provided therefor in the definition
of Guarantee Payments.

         "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee with direct
responsibility for the administration of this Preferred Securities Guarantee,
including any vice-president, any assistant vice-president, any trust officer,
or other officer or assistant officer of the Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1   TRUST INDENTURE ACT; APPLICATION.

         (a) This Preferred Securities Guarantee is subject to the provisions of
the Trust Indenture Act that are required to be part of this Preferred
Securities Guarantee and shall, to the extent applicable, be governed by such
provisions.

         (b) If and to the extent that any provision of this Preferred
Securities Guarantee limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.




                                       4
<PAGE>

SECTION 2.2   LISTS OF HOLDERS OF SECURITIES.

         (a) In the event the Guarantee Trustee is not also acting in the
capacity of the Property Trustee under the Trust Agreement, the Guarantor shall
cause to be provided to the Guarantee Trustee a list, in such form as the
Guarantee Trustee may reasonably require, of the names and addresses of the
Holders of the Preferred Securities ("List of Holders") as of the date (i)
within one Business Day after March 15, June 15, September 15 and December 15,
and (ii) at any other time within 30 days of receipt by the Guarantor of a
written request for a List of Holders as of a date no more than 15 days before
such List of Holders is given to the Guarantee Trustee; provided, that the
Guarantor shall not be obligated to provide such List of Holders at any time the
List of Holders does not differ from the most recent List of Holders caused to
have been given to the Guarantee Trustee by the Guarantor. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

         (b) The Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3   REPORTS BY THE GUARANTEE TRUSTEE.

         On or before July 15 of each year, commencing July 15, 2003, the
Guarantee Trustee shall provide to the Holders of the Preferred Securities such
reports if and to the extent required by Section 313 of the Trust Indenture Act,
in the form and in the manner provided by Section 313 of the Trust Indenture
Act. The Guarantee Trustee shall also comply with the requirements of Section
313(d) of the Trust Indenture Act.

SECTION 2.4   PERIODIC REPORTS TO GUARANTEE TRUSTEE.

         The Guarantor shall provide to the Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Preferred
Securities Guarantee that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

SECTION 2.6   EVENTS OF DEFAULT; WAIVER.

         The Holders of a Majority in liquidation amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities, waive
any past Event of Default and its consequences. Upon such waiver, any such Event
of Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this




                                       5
<PAGE>

Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

SECTION 2.7   EVENT OF DEFAULT; NOTICE.

         (a) The Guarantee Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders of the Preferred Securities, notices of all Events of Default actually
known to a Responsible Officer of the Guarantee Trustee, unless such defaults
have been cured before the giving of such notice; provided, that, except in the
case of a default by Guarantor on any of its payment obligations, the Guarantee
Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Guarantee Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Preferred
Securities.

         (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or of which a Responsible Officer of the Guarantee Trustee charged with
the administration of the Trust Agreement shall have obtained actual knowledge.

SECTION 2.8   CONFLICTING INTERESTS.

         The Trust Agreement shall be deemed to be specifically described in
this Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                                   ARTICLE III
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

SECTION 3.1   POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

         (a) This Preferred Securities Guarantee shall be held by the Guarantee
Trustee for the benefit of the Holders of the Preferred Securities, and the
Guarantee Trustee shall not transfer this Preferred Securities Guarantee to any
Person except a Holder of Preferred Securities exercising his or her rights
pursuant to Section 5.4(b) or to a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall
automatically vest in any Successor Guarantee Trustee, and such vesting and
cessation of title shall be effective whether or not conveyancing documents have
been executed and delivered pursuant to the appointment of such Successor
Guarantee Trustee.

         (b) If an Event of Default actually known to a Responsible Officer of
the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee
shall enforce this Preferred Securities Guarantee for the benefit of the Holders
of the Preferred Securities.

         (c) The Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Preferred Securities Guarantee, and no implied



                                       6
<PAGE>

covenants shall be read into this Preferred Securities Guarantee against the
Guarantee Trustee. In case an Event of Default has occurred (that has not been
cured or waived pursuant to Section 2.6) and is actually known to a Responsible
Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Preferred Securities Guarantee, and
use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

         (d) No provision of this Preferred Securities Guarantee shall be
construed to relieve the Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

                  (i) prior to the occurrence of any Event of Default and after
the curing or waiving of all such Events of Default that may have occurred:

                           (A) the duties and obligations of the Guarantee
         Trustee shall be determined solely by the express provisions of this
         Preferred Securities Guarantee, and the Guarantee Trustee shall not be
         liable except for the performance of such duties and obligations as are
         specifically set forth in this Preferred Securities Guarantee, and no
         implied covenants or obligations shall be read into this Preferred
         Securities Guarantee against the Guarantee Trustee; and

                           (B) in the absence of bad faith on the part of the
         Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to
         the truth of the statements and the correctness of the opinions
         expressed therein, upon any certificates or opinions furnished to the
         Guarantee Trustee and conforming to the requirements of this Preferred
         Securities Guarantee; but in the case of any such certificates or
         opinions that by any provision hereof are specifically required to be
         furnished to the Guarantee Trustee, the Guarantee Trustee shall be
         under a duty to examine the same to determine whether or not they
         conform to the requirements of this Preferred Securities Guarantee;

                  (ii) the Guarantee Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that the Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was made;

                  (iii) the Guarantee Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a Majority in Liquidation
Amount of the Preferred Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee, or
exercising any trust or power conferred upon the Guarantee Trustee under this
Preferred Securities Guarantee; and

                  (iv) no provision of this Preferred Securities Guarantee shall
require the Guarantee Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Guarantee Trustee shall have
reasonable grounds for believing that the repayment of such funds





                                       7
<PAGE>

or liability is not reasonably assured to it under the terms of this Preferred
Securities Guarantee or indemnity, reasonably satisfactory to the Guarantee
Trustee, against such risk or liability is not reasonably assured to it.

SECTION 3.2   CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

         (a)      Subject to the provisions of Section 3.1:

                  (i) the Guarantee Trustee may conclusively rely, and shall be
fully protected in acting or refraining from acting upon, any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties;

                  (ii) any direction or act of the Guarantor contemplated by
this Preferred Securities Guarantee shall be sufficiently evidenced by an
Officers' Certificate;

                  (iii) whenever, in the administration of this Preferred
Securities Guarantee, the Guarantee Trustee shall deem it desirable that a
matter be proved or established before taking, suffering or omitting any action
hereunder, the Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and
conclusively rely upon an Officers' Certificate which, upon receipt of such
request, shall be promptly delivered by the Guarantor;

                  (iv) the Guarantee Trustee shall have no duty to see to any
recording, filing or registration of any instrument (or any rerecording,
refiling or registration thereof);

                  (v) the Guarantee Trustee may consult with counsel, and the
written advice or opinion of such counsel with respect to legal matters shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with such
advice or opinion. Such counsel may be counsel to the Guarantor or any of its
Affiliates and may include any of its employees. The Guarantee Trustee shall
have the right at any time to seek instructions concerning the administration of
this Preferred Securities Guarantee from any court of competent jurisdiction;

                  (vi) the Guarantee Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Preferred Securities
Guarantee at the request or direction of any Holder, unless such Holder shall
have provided to the Guarantee Trustee such security and indemnity, reasonably
satisfactory to the Guarantee Trustee, against the costs, expenses (including
attorneys' fees and expenses and the expenses of the Guarantee Trustee's agents,
nominees or custodians) and liabilities that might be incurred by it in
complying with such request or direction, including such reasonable advances as
may be requested by the Guarantee Trustee; provided that, nothing contained in
this Section 3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon
the occurrence of an Event of Default, of its obligation to exercise the rights
and powers vested in it by this Preferred Securities Guarantee;




                                       8
<PAGE>

                  (vii) the Guarantee Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Guarantee Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit;

                  (viii) the Guarantee Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents, nominees, custodians or attorneys, and the Guarantee Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;

                  (ix) no third party shall be required to inquire as to the
authority of the Guarantee Trustee to so act or as to its compliance with any of
the terms and provisions of this Preferred Securities Guarantee, both of which
shall be conclusively evidenced by the Guarantee Trustee's or its agent's taking
such action; and

                  (x) whenever in the administration of this Preferred
Securities Guarantee the Guarantee Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Guarantee Trustee (i) may request instructions from the
Holders of a Majority in Liquidation Amount of the Preferred Securities, (ii)
may refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be protected in
conclusively relying on or acting in accordance with such instructions.

         (b) No provision of this Preferred Securities Guarantee shall be deemed
to impose any duty or obligation on the Guarantee Trustee to perform any act or
acts or exercise any right, power, duty or obligation conferred or imposed on it
in any jurisdiction in which it shall be illegal, or in which the Guarantee
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty.

SECTION 3.3   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE.

         The Recitals contained in this Guarantee shall be taken as the
statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representation as to the validity or sufficiency of this Preferred Securities
Guarantee.

                                   ARTICLE IV
                                GUARANTEE TRUSTEE

SECTION 4.1   GUARANTEE TRUSTEE; ELIGIBILITY.

         (a) There shall at all times be a Guarantee Trustee which shall:

                  (i) not be an Affiliate of the Guarantor; and



                                       9
<PAGE>

                  (ii) be a corporation organized and doing business under the
laws of the United States of America or any state or territory thereof or of the
District of Columbia, or a corporation or Person permitted by the Securities and
Exchange Commission to act as an institutional trustee under the Trust Indenture
Act, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, and subject to supervision
or examination by federal, state, territorial or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the supervising or examining authority referred
to above, then, for the purposes of this Section 4.1(a)(ii), the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.

         (b) If at any time the Guarantee Trustee shall cease to be eligible to
so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.2(c).

         (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

SECTION 4.2   APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE.

         (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed
or removed without cause at any time by the Guarantor.

         (b) The Guarantee Trustee shall not be removed in accordance with
Section 4.2(a) until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.

         (c) The Guarantee Trustee appointed to office shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

         (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.

         (e) No Guarantee Trustee shall be liable for the acts or omissions to
act of any Successor Guarantee Trustee.






                                       10
<PAGE>

         (f) Upon termination of this Preferred Securities Guarantee or removal
or resignation of the Guarantee Trustee pursuant to this Section 4.2, the
Guarantor shall pay to the Guarantee Trustee all fees and expenses accrued to
the date of such termination, removal or resignation.

                                   ARTICLE V
                                    GUARANTEE

SECTION 5.1   GUARANTEE.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by the Trust), as and when due, regardless of any defense, right of set-off
or counterclaim that the Trust may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders.

SECTION 5.2   WAIVER OF NOTICE AND DEMAND.

         The Guarantor hereby waives notice of acceptance of this Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Trust or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

SECTION 5.3   OBLIGATIONS NOT AFFECTED.

         The obligations, covenants, agreements and duties of the Guarantor
under this Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

         (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Trust of any express or implied agreement,
covenant, term or condition relating to the Preferred Securities to be performed
or observed by the Trust;

         (b) the extension of time for the payment by the Trust of all or any
portion of the Distributions, Redemption Price, Liquidation Distribution or any
other sums payable under the terms of the Preferred Securities or the extension
of time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities (other than an extension of time for
payment of Distributions, Redemption Price, Liquidation Distribution or other
sum payable that results from the extension of any interest payment period on
the Debentures or any extension of the maturity date of the Debentures permitted
by the Indenture);

         (c) any failure, omission, delay or lack of diligence on the part of
the Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Preferred Securities, or
any action on the part of the Trust granting indulgence or extension of any
kind;




                                       11
<PAGE>

         (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust;

         (e) any invalidity of, or defect or deficiency in, the Preferred
Securities;

         (f) any failure or omission to receive any regulatory approval or
consent required in connection with the Preferred Securities (or the common
equity securities issued by the Trust), including the failure to receive any
approval of the Board of Governors of the Federal Reserve System required for
the redemption of the Preferred Securities;

         (g) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

         (h) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4   RIGHTS OF HOLDERS.

         (a) Subject to Section 5.4(b), the Holders of a Majority in liquidation
amount of the Preferred Securities have the right to direct the time, method and
place of conducting of any proceeding for any remedy available to the Guarantee
Trustee in respect of this Preferred Securities Guarantee or exercising any
trust or power conferred upon the Guarantee Trustee under this Preferred
Securities Guarantee.

         (b) Any Holder of Preferred Securities may institute and prosecute a
legal proceeding directly against the Guarantor to enforce its rights under this
Preferred Securities Guarantee, without first instituting a legal proceeding
against the Trust, the Guarantee Trustee or any other Person.

SECTION 5.5   GUARANTEE OF PAYMENT.

         This Preferred Securities Guarantee creates a guarantee of payment and
not of collection.

SECTION 5.6   SUBROGATION.

         The Guarantor shall be subrogated to all (if any) rights of the Holders
of Preferred Securities against the Trust in respect of any amounts paid to such
Holders by the Guarantor under this Preferred Securities Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Preferred Securities
Guarantee, if, at the




                                       12
<PAGE>

time of any such payment, any amounts are due and unpaid under this Preferred
Securities Guarantee. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for
the Holders and to pay over such amount to the Holders.

SECTION 5.7   INDEPENDENT OBLIGATIONS.

         The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Trust with respect to the Preferred
Securities, and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Preferred
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (h), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1   LIMITATION OF TRANSACTIONS.

         So long as any Preferred Securities remain outstanding, if there shall
have occurred an Event of Default under this Preferred Securities Guarantee, an
event of default under the Trust Agreement or during an Extended Interest
Payment Period (as defined in the Indenture), then (a) the Guarantor shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock (other than as a result of a reclassification of its capital
stock for another class of its capital stock) and (b) the Guarantor shall not
make any payment of interest or principal on or repay, repurchase or redeem any
debt securities issued by the Guarantor which rank pari passu with or junior to
the Debentures, including the Company's 9.25% Subordinated Debentures due 2026,
issued to IBC Capital Finance, a Delaware statutory trust, other than payments
under this Preferred Securities Guarantee.

SECTION 6.2   RANKING.

         This Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of
payment to all Senior Debt, Subordinated Debt and Additional Senior Obligations,
as defined in the Indenture, of the Guarantor, to the extent and in the manner
set forth in the Indenture, and the applicable provisions of the Indenture will
apply, in all relevant respects, to the obligations of the Guarantor hereunder.

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1   TERMINATION.

         This Preferred Securities Guarantee shall terminate upon (i) full
payment of the Redemption Price of all Preferred Securities, (ii) upon full
payment of the amounts payable in accordance with the Trust Agreement upon
liquidation of the Trust, or (iii) upon distribution of






                                       13
<PAGE>

the Debentures to the Holders of the Preferred Securities. Notwithstanding the
foregoing, this Preferred Securities Guarantee shall continue to be effective or
shall be reinstated, as the case may be, if at any time any Holder of Preferred
Securities must restore payment of any sums paid under the Preferred Securities
or under this Preferred Securities Guarantee.

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1   EXCULPATION.

         (a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Preferred
Securities Guarantee and in a manner that such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by this Preferred Securities Guarantee or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's negligence or willful misconduct with
respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Guarantor and upon such information, opinions,
reports or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Preferred Securities might properly be paid.

SECTION 8.2   INDEMNIFICATION.

         The Guarantor agrees to indemnify each Indemnified Person for, and to
hold each Indemnified Person harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating, any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 8.2 shall
survive the termination of this Preferred Securities Guarantee.

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1   SUCCESSORS AND ASSIGNS.

         All guarantees and agreements contained in this Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding.





                                       14
<PAGE>

SECTION 9.2   AMENDMENTS.

         Except with respect to any changes that do not materially adversely
affect the rights of Holders (in which case no consent of Holders will be
required), this Preferred Securities Guarantee may only be amended with the
prior approval of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities. The provisions of Article VI of the Trust Agreement
with respect to meetings of Holders of the Preferred Securities apply to the
giving of such approval.

SECTION 9.3   NOTICES.

         All notices provided for in this Preferred Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

         (a) If given to the Guarantee Trustee, at the Guarantee Trustee's
mailing address set forth below (or such other address as the Guarantee Trustee
may give notice of to the Holders of the Preferred Securities):

                           U.S. Bank National Association
                           1 Federal Street, 3rd Floor
                           Boston, Massachusetts 02110
                           Attention:  Corporate Trust Services Division

                           with a copy to:

                           U.S. Bank National Association
                           180 East Fifth Street
                           St. Paul, Minnesota 55101
                           Attention:  Corporate Trust Services Division

         (b) If given to the Guarantor, at the Guarantor's mailing address set
forth below (or such other address as the Guarantor may give notice of to the
Holders of the Preferred Securities):

                           Independent Bank Corporation
                           230 West Main Street
                           Ionia, Michigan  48846
                           Attention: Robert N. Shuster, Chief Financial Officer

         (c) If given to any Holder of Preferred Securities, at the address set
forth on the books and records of the Trust.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which





                                       15
<PAGE>

no notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

SECTION 9.4   BENEFIT.

         This Preferred Securities Guarantee is solely for the benefit of the
Holders of the Preferred Securities and, subject to Section 3.1(a), is not
separately transferable from the Preferred Securities.

SECTION 9.5   GOVERNING LAW.

         THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN.

         This Preferred Securities Guarantee is executed as of the day and year
first above written.


                          INDEPENDENT BANK CORPORATION, AS
                          GUARANTOR

                          By:
                             ----------------------------------------------
                               Name:    Robert N. Shuster
                               Title:   Executive Vice President and Chief
                                        Financial Officer


                          U.S. BANK NATIONAL ASSOCIATION, AS
                          GUARANTEE TRUSTEE


                          By:
                             ----------------------------------------------
                               Name:
                                    ---------------------------------------
                               Title:
                                     --------------------------------------












                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>9
<FILENAME>k74892exv5w1.txt
<DESCRIPTION>OPINION OF VARNUM, RIDDERING, SCHMIDT & HOWLETT
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.1

                [VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP LOGO]

                     BRIDGEWATER PLACE - Post Office Box 352
                        GRAND RAPIDS, MICHIGAN 49501-0352

        TELEPHONE 616 / 336-6000 - Fax 616 / 336-7000 - www.varnumlaw.com


                                February 28, 2003



Independent Bank Corporation                              IBC Capital Finance II
230 West Main Street                                      230 West Main Street
Ionia, Michigan  48846                                    Ionia, Michigan  48838


         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to Independent Bank Corporation, a Michigan
corporation (the "Company"), and IBC Capital Finance II, a statutory trust
created under the laws of Delaware ("Capital Finance"), in connection with the
issuance of Trust Preferred Securities and the filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), for the purpose of registering the Trust Preferred
Securities to be issued by Capital Finance and the related Guarantee and the
Junior Subordinated Debentures to be issued by the Company to Capital Finance.
All capitalized terms not otherwise defined herein have the meanings set forth
in the Registration Statement.

         In rendering this opinion, we have reviewed: (i) the form of Amended
and Restated Trust Agreement to be entered into by and among the Company, the
Delaware Trustee, the Property Trustee and the Administrative Trustees (the
"Trust Agreement"), pursuant to which the Preferred Securities are to be issued;
(ii) the form of Indenture to be entered into by and between the Company and the
Trustee (the "Indenture") which will govern the Junior Subordinated Debentures
to be issued by the Company; (iii) the form of Preferred Securities Guarantee
Agreement to be entered into by and between the Company and the Guarantee
Trustee (the "Guarantee Agreement"), pursuant to which the Company will
guarantee certain obligations of the Trust with respect to the Preferred
Securities; and (iv) the form of the Restated Articles of Incorporation of the
Company.

         In so acting, we have also examined and relied upon the originals, or
copies certified or otherwise identified to our satisfaction, of such corporate
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed as
follows:


<PAGE>
                                 [VARNUM LOGO]

Independent Bank Corporation
IBC Capital Finance II
February 28, 2003
Page 2


         Based upon the foregoing, we are of the following opinions:

         1. The execution and delivery by the Company of each of the Trust
Agreement, the Indenture and the Guarantee Agreement has been duly and validly
authorized.

         2. After the Indenture has been duly executed and delivered, the Junior
Subordinated Debentures to be issued by the Company to Capital Finance, when
issued in accordance with the terms of the Indenture as described in the
Registration Statement at the time it becomes effective, will constitute valid
and binding obligations of the Company, except to the extent that enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights generally, and (ii) general principles of equity regardless of
whether enforceability is considered in a proceeding at law or in equity.

         3. The Guarantee Agreement, when duly executed by the parties thereto
and when provided by the Company in accordance with the terms described in the
Registration Statement at the time it becomes effective and upon issuance of the
Preferred Securities in accordance with the terms described in the Registration
Statement, will constitute valid and binding obligations of the Company, except
to the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now or hereafter
in effect relating to creditors' rights generally, and (ii) general principles
of equity regardless of whether enforceability is considered in a proceeding at
law or in equity.

         In rendering the foregoing opinion, we have relied to the extent we
deem appropriate on the opinion of Richards, Layton & Finger, special Delaware
counsel to Capital Finance and the Company. Our opinion is based solely on and
limited to the laws of the State of Michigan, the State of Delaware and the
federal laws of the United States of America. We express no opinion as to the
laws of any other jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our name under the caption "Legal Matters"
in the Prospectus. In giving such consent, we do not hereby concede that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.

                                Very truly yours,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP


                  /s/ Varnum, Riddering, Schmidt & Howlett LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>10
<FILENAME>k74892exv5w2.txt
<DESCRIPTION>OPINION OF RICHARDS, LAYTON & FINGER, P.A.
<TEXT>
<PAGE>
                                                                     EXHIBIT 5.2

                            RICHARDS, LAYTON & FINGER
                           A PROFESSIONAL ASSOCIATION
                                ONE RODNEY SQUARE
                                  P.O. BOX 551
                           WILMINGTON, DELAWARE 19899
                                 (302) 651-7700
                               FAX: (302) 651-7701
                                   WWW.RLF.COM



                                February 28, 2003



Independent Bank Corporation
Charles C. Van Loan, Chief Executive Officer
230 West Main Street
Ionia, Michigan 48846


                  Re:      IBC CAPITAL FINANCE II

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Independent Bank
Corporation, a Michigan corporation (the "Company"), and IBC Capital Finance II,
a Delaware statutory trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a)      The Certificate of Trust of the Trust (the
                           "Certificate of Trust"), as filed with the office of
                           the Secretary of State of the State of Delaware (the
                           "Secretary of State") on February 26, 2003;

                  (b)      The Trust Agreement of the Trust, dated as of
                           February 26, 2003, among the Company and the trustees
                           named therein;

                  (c)      The Registration Statement on Form S-3 (the
                           "Registration Statement"), including a preliminary
                           prospectus (the "Prospectus"), relating to the
                           cumulative trust preferred securities of the Trust
                           representing preferred undivided beneficial interests
                           in the assets of the Trust (each, a "Preferred
                           Security" and collectively, the "Preferred
                           Securities"), filed by the Company and the Trust with
                           the Securities and Exchange Commission on or about
                           February 28, 2003;


<PAGE>
Independent Bank Corporation
February 28, 2003
Page 2

                  (d)      A form of Amended and Restated Trust Agreement for
                           the Trust (the "Trust Agreement"), to be entered into
                           among the Company and the trustees of the Trust named
                           therein (including the Exhibits thereto),
                           incorporated by reference in the Registration
                           Statement; and

                  (e)      A Certificate of Good Standing for the Trust, dated,
                           February 27, 2003, obtained from the Secretary of
                           State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the Trust, and that the Trust Agreement
and the Certificate of Trust will be in full force and effect and will not be
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Securities Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreement
and the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration

<PAGE>
Independent Bank Corporation
February 28, 2003
Page 3

Statement. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing in
good standing as a statutory trust under the Delaware Statutory Trust Act, 12
Del. C.ss.3801, et. seq.

                  2. The Preferred Securities of the Trust will represent valid
and, subject to the qualifications set forth in paragraph 3 below, fully paid
and nonassessable beneficial interests in the assets of the Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.



                                          Very truly yours,
                                          /s/ Richards, Layton & Finger, P.A.


EAM/cac

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>11
<FILENAME>k74892exv8w1.txt
<DESCRIPTION>OPINION OF VARNUM, RIDDERING, SCHMIDT & HOWLETT
<TEXT>
<PAGE>

                                                                     EXHIBIT 8.1

                [VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP LOGO]

                     BRIDGEWATER PLACE - Post Office Box 352
                        GRAND RAPIDS, MICHIGAN 49501-0352

        TELEPHONE 616 / 336-6000 - Fax 616 / 336-7000 - www.varnumlaw.com


                                February 28, 2003




Independent Bank Corporation                 IBC Capital Finance II
230 West Main Street                         230 West Main Street
Ionia, MI 48846                              Ionia, MI 48846


         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel for Independent Bank Corporation, a Michigan
corporation (the "Company") and IBC Capital Finance II ("Capital Finance II"), a
statutory trust created under the laws of Delaware, in connection with the
above-captioned Registration Statement on Form S-3, filed with the Securities
and Exchange Commission (the "Commission") on February 28, 2003, under the
Securities Act of 1933, as amended (the "Act") (the "Registration Statement"),
for the purpose of registering the Trust Preferred Securities to be issued by
Capital Finance II, and with respect to the Guarantee and the Junior
Subordinated Debentures to be issued by the Company to Capital Finance II in
connection with such issuance of the Trust Preferred Securities. All capitalized
terms not otherwise defined herein shall have the meaning as described in the
Registration Statement.

         In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Certificate of
Trust of Capital Finance II dated as of February 26, 2003; (ii) the form of
Amended and Restated Trust Agreement of Capital Finance II; (iii) the form of
Preferred Securities Certificate of Capital Finance II; (iv) the form of
Preferred Securities Guarantee Agreement for Capital Finance II; (v) the form of
Junior Subordinated Debenture; and (vi) the form of the Indenture, in each case
in the form filed as an exhibit to the Registration Statement. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, certificates, and records as we have
deemed necessary or appropriate for purposes of rendering the opinions set forth
herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or Capital Finance II, we
have assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or

<PAGE>



Independent Bank Corporation
IBC Capital Finance II
February 28, 2003
Page 2


other, and execution and delivery by such parties of such documents and that
such documents constitute valid and binding obligations of such parties. In
addition, we have assumed that the Amended and Restated Trust Agreement of
Capital Finance II, the Preferred Securities of Capital Finance II, the
Guarantee, the Junior Subordinated Debentures, and the Indenture when executed,
will be executed in substantially the form reviewed by us and that the terms of
the Junior Subordinated Debentures, when established in conformity with the
Indenture will not violate any applicable law. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon factual statements and factual representations of officers,
trustees, and other representatives of the Company and Capital Finance II, and
others.

         Based on the foregoing and on the limitations and qualifications stated
in this letter and in the Tax Discussion referenced below, we hereby confirm
that the statements contained under the heading "FEDERAL INCOME TAX
CONSEQUENCES" (the "Tax Discussion") in the form of Prospectus for the offering
of the Preferred Securities filed as part of the Registration Statement
("Prospectus") insofar as such statements constitute matters of law or legal
conclusions, as qualified therein, are our opinion, and such statements are
true, correct and complete in all material respects. Although such statements
constituting matters of law or legal conclusions do not purport to discuss all
possible United States federal income tax consequences of the purchase,
ownership and disposition of Preferred Securities, it is our opinion that such
statements are, in all material respects, a fair and accurate summary of the
United States federal income tax consequences of the purchase, ownership and
disposition of Preferred Securities, based upon current law as they relate to
holders described therein. It is possible that contrary positions with regard to
the purchase, ownership and disposition of the Preferred Securities may be taken
by the Internal Revenue Service and that a court may agree with such contrary
positions.

         The opinions expressed in this letter are based on the Internal Revenue
Code of 1986, as amended, the Income Tax Regulations promulgated by the Treasury
Department thereunder and judicial authorities reported as of the date hereof.
We have also considered the position of the Internal Revenue Service (the
"Service") reflected in published and private rulings. Although we are not aware
of any pending changes to these authorities that would alter our opinions, there
can be no assurances that future legislation or administrative changes, court
decisions or Service interpretations will not significantly modify the
statements or opinions expressed herein. We assume no obligation to update this
opinion letter.

         Our opinion is limited to those federal income tax issues specifically
considered herein and is addressed to the Company and Capital Finance II in
connection with the filing of the Registration Statement and, except as set
forth below, is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our written consent. We do not express any opinion as
to any other United States federal income tax issues or any state or local or
foreign tax issues. Although the opinions herein are based upon our best
interpretation of existing sources of

<PAGE>


Independent Bank Corporation
IBC Capital Finance II
February 28, 2003
Page 3



law and expresses what we believe a court would properly conclude if presented
with these issues, no assurance can be given that such interpretations would be
followed if they were to become the subject of judicial or administrative
proceedings.

         We hereby consent to the use of our name under the caption "FEDERAL
INCOME TAX CONSEQUENCES" in the Prospectus and the filing of this opinion with
the Commission as Exhibit 8.1 to the Registration Statement. In giving this
consent, we do not hereby concede that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder. This opinion is expressed
as of the date hereof and applies only to the disclosures set forth in the
Prospectus and Registration Statement. We disclaim any undertaking to advise you
of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.

                                Very truly yours,

                      VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                      /s/ Varnum, Riddering, Schmidt & Howlett LLP














</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>12
<FILENAME>k74892exv12w1.txt
<DESCRIPTION>CALCULATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>

                                                                    EXHIBIT 12.1

                          INDEPENDENT BANK CORPORATION

               Computation of Ratio of Earnings to Fixed Charges

<TABLE>
<CAPTION>
                                                                               Year Ended December 31,
                                                         2002              2001            2000           1999            1998
                                                      ---------------------------------------------------------------------------
                                                                                        (in thousands)
<S>                                                   <C>                <C>             <C>            <C>             <C>
Including Interest on Deposits
Earnings
  Earnings before income taxes                           $ 40,863        $ 33,721        $ 27,275       $ 11,962        $ 17,005
  Fixed charges from below                                 48,008          62,460          67,865         58,730          64,667
                                                      ---------------------------------------------------------------------------
    Earnings                                             $ 88,871        $ 96,181        $ 95,140       $ 70,692        $ 81,672
                                                      ===========================================================================

Fixed Charges - Interest expense                         $ 48,008        $ 62,460        $ 67,865       $ 58,730        $ 64,667
                                                      ===========================================================================

Ratio of earnings to fixed charges                           1.85x           1.54x           1.40x          1.20x           1.26x
                                                      ===========================================================================

Excluding Interest on Deposits
Earnings
  Earnings before income taxes                           $ 40,863        $ 33,721        $ 27,275       $ 11,962        $ 17,005
  Fixed charges from below                                 12,874          17,849          16,092         14,624          21,464
                                                      ---------------------------------------------------------------------------
    Earnings                                             $ 53,737        $ 51,570        $ 43,367       $ 26,586        $ 38,469
                                                      ===========================================================================

Fixed Charges - Interest expense
  excluding interest on deposits                         $ 12,874        $ 17,849        $ 16,092       $ 14,624        $ 21,464
                                                      ===========================================================================


Ratio of earnings to fixed charges                           4.17x           2.89x           2.69x          1.82x           1.79x
                                                      ===========================================================================
</TABLE>

<PAGE>

                        Pro Forma Computation of Ratios

(PROFORMA)

<TABLE>
<CAPTION>

                                                                               Year ended
                                                                               December 31,
                                                                                  2002
                                                                              -------------
                                                                              (in thousands)
<S>                                                                           <C>
Proforma ratio of earnings to fixed charges, including interest on
  deposits, assuming the issuance of the debentures offered hereby and
  the redemption of existing debentures:
  Earnings before income taxes                                                     $40,863
  Fixed charges from below                                                          50,042
                                                                              -------------
                                                                                   $90,905
                                                                              =============

Fixed Charges - Interest expense                                                   $48,008
Proforma adjustments:
  Annual interest requirements of debentures offered hereby
  (assumed interest rate of 8.25%)                                                   3,630
Annual interest requirements reduction attributable
  to use of proceeds from sale of debentures offered hereby
  for payment of notes payable                                                      (1,596)
                                                                              -------------
    Proforma fixed charges                                                         $50,042
                                                                              =============

Proforma ratio of earnings to fixed charges                                           1.82x
                                                                              =============

Proforma ratio of earnings to fixed charges, excluding interest on
  deposits, assuming the issuance of the debentures offered hereby and
  the redemption of existing debentures:
  Earnings before income taxes                                                     $40,863
  Fixed charges from below                                                          14,908
                                                                              -------------
                                                                                   $55,771
                                                                              =============

Fixed Charges - Interest expense, excluding interest on deposits                   $12,874
Proforma adjustments:
  Annual interest requirements of debentures offered hereby
  (assumed interest rate of 8.25%)                                                   3,630
  Annual interest requirements reduction attributable
  to use of proceeds from sale of debentures offered hereby
  for payment of notes payable                                                      (1,596)
                                                                              -------------
    Proforma fixed charges                                                         $14,908
                                                                              =============

Proforma ratio of earnings to fixed charges                                           3.74x
                                                                              =============

</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>13
<FILENAME>k74892exv23w1.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.1


                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Independent Bank Corporation:

We consent to the use of our report dated February 4, 2003, with respect to the
consolidated statements of financial condition of Independent Bank Corporation
and subsidiaries as of December 31, 2002 and 2001, and the related consolidated
statements of operations, shareholders' equity, comprehensive income and cash
flows for each of the years in the three-year period ended December 31, 2002,
incorporated herein by reference and to the reference to our firm under the
heading "Experts" in the prospectus. Our report refers to a change in the method
of accounting for derivative financial instruments and hedging activities in
2001.


                                    /s/ KPMG LLP


Detroit, Michigan
February 28, 2003







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>14
<FILENAME>k74892exv25w1.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELIGIBILITY
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

- ---------------------------------------- ---------------------------------------
         180 East Fifth Street
          St. Paul, Minnesota                           55101
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices)              (Zip Code)
- ---------------------------------------- ---------------------------------------

                                  Paul D. Allen
                         U.S. Bank National Association
                                1 Federal Street
                                Boston, MA 02110
                                 (617) 603-6549
            (Name, address and telephone number of agent for service)

                          INDEPENDENT BANK CORPORATION
                     (Issuer with respect to the Securities)

- ---------------------------------------- ---------------------------------------
               Michigan                              38-2032782
- ---------------------------------------- ---------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)
- ---------------------------------------- ---------------------------------------
        230 West Main Street                             48846
        Ionia, MI
- ---------------------------------------- ---------------------------------------
(Address of Principal Executive Offices)               (Zip Code)
- ---------------------------------------- ---------------------------------------


                    % JUNIOR SUBORDINATED DEBENTURES DUE 2033
                       (TITLE OF THE INDENTURE SECURITIES)


================================================================================


                                    FORM T-1

ITEM 1.      GENERAL INFORMATION.  Furnish the following information as to the
             Trustee.





<PAGE>

             a)  Name and address of each examining or supervising authority to
                 which it is subject.
                         Comptroller of the Currency
                         Washington, D.C.

             b)  Whether it is authorized to exercise corporate trust powers.
                         Yes

ITEM 2.      AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the
             Trustee, describe each such affiliation.
                  None

ITEMS 3-15   Items 3-15 are not applicable because to the best of the Trustee's
             knowledge, the obligor is not in default under any Indenture for
             which the Trustee acts as Trustee.

ITEM 16.     LIST OF EXHIBITS:  List below all exhibits filed as a part of this
             statement of eligibility and qualification.

             1.   A copy of the Articles of Association of the Trustee.*

             2.   A copy of the certificate of authority of the Trustee to
                  commence business.*

             3.   A copy of the certificate of authority of the Trustee to
                  exercise corporate trust powers.*

             4.   A copy of the existing bylaws of the Trustee.*

             5.   A copy of each Indenture referred to in Item 4. Not
                  applicable.

             6.   The consent of the Trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939, attached as Exhibit 6.

             7.   Report of Condition of the Trustee as of September 30, 2002,
                  published pursuant to law or the requirements of its
                  supervising or examining authority, attached as Exhibit 7.



       * Incorporated by reference to Registration Number 333-67188.


                                       2
<PAGE>


                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 13th day of February, 2003.


                                         U.S. BANK NATIONAL ASSOCIATION

                                         By:    /s/ Paul D. Allen
                                                --------------------------------
                                                Paul D. Allen
                                                Vice President




By:    /s/ Marie A. Hattinger
       -----------------------------------
       Marie A. Hattinger
       Vice President











                                       3
<PAGE>


                                    EXHIBIT 6

                                     CONSENT


         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:  February 13, 2003


                                         U.S. BANK NATIONAL ASSOCIATION


                                         By:    /s/ Paul D. Allen
                                                --------------------------------
                                                Paul D. Allen
                                                Vice President




By:    /s/ Marie A. Hattinger
       -----------------------------------
       Marie A. Hattinger
       Vice President















                                       4
<PAGE>



                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 9/30/2002

                                    ($000'S)

<TABLE>
<CAPTION>

                                                   9/30/2002
                                                 ------------
<S>                                              <C>
ASSETS
     Cash and Due From Depository Institutions   $  8,809,794
     Federal Reserve Stock                                  0
     Securities                                    28,156,313
     Federal Funds                                    975,986
     Loans & Lease Financing Receivables          111,491,144
     Fixed Assets                                   1,357,049
     Intangible Assets                              8,242,263
     Other Assets                                   7,510,862
                                                 ------------
         TOTAL ASSETS                            $166,543,411

LIABILITIES
     Deposits                                    $112,901,360
     Fed Funds                                      2,319,887
     Treasury Demand Notes                                  0
     Trading Liabilities                              285,504
     Other Borrowed Money                          20,829,386
     Acceptances                                      137,242
     Subordinated Notes and Debentures              5,696,195
     Other Liabilities                              5,198,418
                                                 ------------
     TOTAL LIABILITIES                           $147,367,992

EQUITY
     Minority Interest in Subsidiaries           $    990,010
     Common and Preferred Stock                        18,200
     Surplus                                       11,312,077
     Undivided Profits                              6,855,132
                                                 ------------
         TOTAL EQUITY CAPITAL                    $ 19,175,419

TOTAL LIABILITIES AND EQUITY CAPITAL             $166,543,411

</TABLE>






                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>15
<FILENAME>k74892exv25w2.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELIGIBILITY
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.2

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

- ---------------------------------------- ---------------------------------------
        180 East Fifth Street
         St. Paul, Minnesota                             55101
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices)               (Zip Code)
- ---------------------------------------- ---------------------------------------

                                  Paul D. Allen
                         U.S. Bank National Association
                                1 Federal Street
                                Boston, MA 02110
                                 (617) 603-6549
            (Name, address and telephone number of agent for service)

                             IBC CAPITAL FINANCE II
                     (Issuer with respect to the Securities)

- ------------------------------------------------ -------------------------------
                   Delaware                                 Applied for
- ------------------------------------------------ -------------------------------
(State or other jurisdiction of incorporation or         (I.R.S. Employer
                organization)                           Identification No.)
- ------------------------------------------------ -------------------------------
          230 West Main Street                               48846
          Ionia, MI
- ------------------------------------------------ -------------------------------
   (Address of Principal Executive Offices)                (Zip Code)
- ------------------------------------------------ -------------------------------


                     % CUMULATIVE TRUST PREFERRED SECURITIES
                       (TITLE OF THE INDENTURE SECURITIES)


================================================================================


                                    FORM T-1

ITEM 1.      GENERAL INFORMATION.  Furnish the following information as to the
             Trustee.




<PAGE>

             a)   Name and address of each examining or supervising authority to
                  which it is subject.
                        Comptroller of the Currency
                        Washington, D.C.

             b)   Whether it is authorized to exercise corporate trust powers.
                        Yes

ITEM 2.      AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the
             Trustee, describe each such affiliation.
                  None

ITEMS 3-15   Items 3-15 are not applicable because to the best of the Trustee's
             knowledge, the obligor is not in default under any Indenture for
             which the Trustee acts as Trustee.

ITEM 16.     LIST OF EXHIBITS:  List below all exhibits filed as a part of this
             statement of eligibility and qualification.

             1.   A copy of the Articles of Association of the Trustee.*

             2.   A copy of the certificate of authority of the Trustee to
                  commence business.*

             3.   A copy of the certificate of authority of the Trustee to
                  exercise corporate trust powers.*

             4.   A copy of the existing bylaws of the Trustee.*

             5.   A copy of each Indenture referred to in Item 4. Not
                  applicable.

             6.   The consent of the Trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939, attached as Exhibit 6.

             7.   Report of Condition of the Trustee as of September 30, 2002,
                  published pursuant to law or the requirements of its
                  supervising or examining authority, attached as Exhibit 7.



       * Incorporated by reference to Registration Number 333-67188.


                                       2
<PAGE>


                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 6th day of February, 2003.


                               U.S. BANK NATIONAL ASSOCIATION

                               By:   /s/ Paul D. Allen
                                     -----------------------------------
                                     Paul D. Allen
                                     Vice President




By:   /s/ Marie A. Hattinger
      -----------------------------------
      Marie A. Hattinger
      Vice President









                                       3
<PAGE>


                                    EXHIBIT 6

                                     CONSENT


         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:  February 6, 2003


                                     U.S. BANK NATIONAL ASSOCIATION


                                     By:    /s/ Paul D. Allen
                                            ----------------------------------
                                            Paul D. Allen
                                            Vice President




By:    /s/ Marie A. Hattinger
       -----------------------------------
       Marie A. Hattinger
       Vice President










                                       4
<PAGE>



                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 9/30/2002

                                    ($000'S)

<TABLE>
<CAPTION>

                                                   9/30/2002
                                                 ------------
<S>                                              <C>
ASSETS
     Cash and Due From Depository Institutions   $  8,809,794
     Federal Reserve Stock                                  0
     Securities                                    28,156,313
     Federal Funds                                    975,986
     Loans & Lease Financing Receivables          111,491,144
     Fixed Assets                                   1,357,049
     Intangible Assets                              8,242,263
     Other Assets                                   7,510,862
                                                 ------------
         TOTAL ASSETS                            $166,543,411

LIABILITIES
     Deposits                                    $112,901,360
     Fed Funds                                      2,319,887
     Treasury Demand Notes                                  0
     Trading Liabilities                              285,504
     Other Borrowed Money                          20,829,386
     Acceptances                                      137,242
     Subordinated Notes and Debentures              5,696,195
     Other Liabilities                              5,198,418
                                                 ------------
     TOTAL LIABILITIES                           $147,367,992

EQUITY
     Minority Interest in Subsidiaries           $    990,010
     Common and Preferred Stock                        18,200
     Surplus                                       11,312,077
     Undivided Profits                              6,855,132
                                                 ------------
         TOTAL EQUITY CAPITAL                    $ 19,175,419

TOTAL LIABILITIES AND EQUITY CAPITAL             $166,543,411

</TABLE>






                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.3
<SEQUENCE>16
<FILENAME>k74892exv25w3.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELIGIBILITY
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.3

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

- ---------------------------------------- ---------------------------------------
        180 East Fifth Street
         St. Paul, Minnesota                            55101
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices)              (Zip Code)
- ---------------------------------------- ---------------------------------------

                                  Paul D. Allen
                         U.S. Bank National Association
                                1 Federal Street
                                Boston, MA 02110
                                 (617) 603-6549
            (Name, address and telephone number of agent for service)

                          INDEPENDENT BANK CORPORATION
                     (Issuer with respect to the Securities)

- ---------------------------------------- ---------------------------------------
               Michigan                               38-2032782
- ---------------------------------------- ---------------------------------------
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)
- ---------------------------------------- ---------------------------------------
         230 West Main Street                            48846
         Ionia, MI
- ---------------------------------------- ---------------------------------------
(Address of Principal Executive Offices)               (Zip Code)
- ---------------------------------------- ---------------------------------------


                                    GUARANTEE
                       (TITLE OF THE INDENTURE SECURITIES)


================================================================================


                                    FORM T-1

ITEM 1.      GENERAL INFORMATION.  Furnish the following information as to the
             Trustee.


<PAGE>

             a)    Name and address of each examining or supervising authority
                   to which it is subject.
                           Comptroller of the Currency
                           Washington, D.C.

             b)    Whether it is authorized to exercise corporate trust powers.
                           Yes

ITEM 2.      AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the
             Trustee, describe each such affiliation.
                  None

ITEMS 3-15   Items 3-15 are not applicable because to the best of the Trustee's
             knowledge, the obligor is not in default under any Indenture for
             which the Trustee acts as Trustee.

ITEM 16.     LIST OF EXHIBITS:  List below all exhibits filed as a part of this
             statement of eligibility and qualification.

             1.   A copy of the Articles of Association of the Trustee.*

             2.   A copy of the certificate of authority of the Trustee to
                  commence business.*

             3.   A copy of the certificate of authority of the Trustee to
                  exercise corporate trust powers.*

             4.   A copy of the existing bylaws of the Trustee.*

             5.   A copy of each Indenture referred to in Item 4. Not
                  applicable.

             6.   The consent of the Trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939, attached as Exhibit 6.

             7.   Report of Condition of the Trustee as of September 30, 2002,
                  published pursuant to law or the requirements of its
                  supervising or examining authority, attached as Exhibit 7.



       * Incorporated by reference to Registration Number 333-67188.


                                       2
<PAGE>


                                      NOTE

         The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Boston, Commonwealth of Massachusetts on the 6th day of February, 2003.


                                         U.S. BANK NATIONAL ASSOCIATION

                                         By:   /s/ Paul D. Allen
                                               ---------------------------------
                                               Paul D. Allen
                                               Vice President




By:    /s/ Marie A. Hattinger
       -----------------------------------
       Marie A. Hattinger
       Vice President






                                       3
<PAGE>


                                    EXHIBIT 6

                                     CONSENT


         In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.


Dated:  February 6, 2003


                                         U.S. BANK NATIONAL ASSOCIATION


                                         By:    /s/ Paul D. Allen
                                                --------------------------------
                                                Paul D. Allen
                                                Vice President




By:    /s/ Marie A. Hattinger
       -----------------------------------
       Marie A. Hattinger
       Vice President
















                                        4
<PAGE>



                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 9/30/2002

                                    ($000'S)


<TABLE>
<CAPTION>

                                                   9/30/2002
                                                 ------------
<S>                                              <C>
ASSETS
     Cash and Due From Depository Institutions   $  8,809,794
     Federal Reserve Stock                                  0
     Securities                                    28,156,313
     Federal Funds                                    975,986
     Loans & Lease Financing Receivables          111,491,144
     Fixed Assets                                   1,357,049
     Intangible Assets                              8,242,263
     Other Assets                                   7,510,862
                                                 ------------
         TOTAL ASSETS                            $166,543,411

LIABILITIES
     Deposits                                    $112,901,360
     Fed Funds                                      2,319,887
     Treasury Demand Notes                                  0
     Trading Liabilities                              285,504
     Other Borrowed Money                          20,829,386
     Acceptances                                      137,242
     Subordinated Notes and Debentures              5,696,195
     Other Liabilities                              5,198,418
                                                 ------------
     TOTAL LIABILITIES                           $147,367,992

EQUITY
     Minority Interest in Subsidiaries           $    990,010
     Common and Preferred Stock                        18,200
     Surplus                                       11,312,077
     Undivided Profits                              6,855,132
                                                 ------------
         TOTAL EQUITY CAPITAL                    $ 19,175,419

TOTAL LIABILITIES AND EQUITY CAPITAL             $166,543,411
</TABLE>





                                       5

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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