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                                                                     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

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     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.


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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.


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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




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