U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number: 000-14209

FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)

Michigan
(State of Incorporation)
38-2633910
(I.R.S. Employer Identification No.)

311 Woodworth Avenue
Alma, Michigan
(Address of principal executive offices)
48801
(Zip Code)

Registrant’s telephone number, including area code: (989) 463-3131

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes          No    X  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [_]  No [X] interceptions or interference.

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes     X     No      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer             Accelerated filer    X         Non-accelerated filer             Smaller reporting company       

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes          No    X  

Common stock outstanding at October 31, 2008: 7,531,645 shares.


INDEX

PART I.     FINANCIAL INFORMATION        
     
Item 1.     Financial Statements (UNAUDITED)     Page 3    
     
Item 2.     Management's Discussion and Analysis of Financial Condition
and Results of Operations
    Page 13    
     
Item 3.     Quantitative and Qualitative Disclosures about Market Risk     Page 19    
     
Item 4.     Controls and Procedures     Page 20    
     
     
PART II.     OTHER INFORMATION    
     
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds     Page 21    
     
Item 5.     Other Information     Page 21    
     
Item 6.     Exhibits     Page 22    
     
     
SIGNATURES         Page 23    
     
     
EXHIBIT INDEX         Page 24    

2


Item 1: Financial Statements (UNAUDITED)

FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
(Dollars in thousands)
UNAUDITED

September 30,
2008
December 31,
2007


             
ASSETS    
Cash and due from banks     $ 35,589   $ 42,198  
Short term investments       3,873     3,331  


            Total Cash and Cash Equivalents       39,462     45,529  
     
Trading account securities       303     675  
Securities available for sale       119,453     104,455  
Federal Home Loan Bank stock       8,760     8,007  
Loans held for sale       757     1,725  
Loans, net of allowance for loan losses of $12,767 at September 30, 2008    
   and $11,477 at December 31, 2007       1,141,443     1,110,452  
Premises and equipment, net       27,565     27,554  
Acquisition goodwill       35,603     34,421  
Other intangibles       4,126     5,832  
Accrued interest receivable and other assets       29,581     27,089  


     
TOTAL ASSETS     $ 1,407,053   $ 1,365,739  


     
     
LIABILITIES AND SHAREHOLDERS' EQUITY    
LIABILITIES    
   Deposits:    
      Non-interest bearing accounts     $ 148,762   $ 152,126  
      Interest bearing accounts:    
         Demand       216,894     222,371  
         Savings       157,681     147,654  
         Time       504,705     489,241  


            Total Deposits       1,028,042     1,011,392  
     
Securities sold under agreements to repurchase and overnight borrowings       55,877     42,791  
Federal Home Loan Bank advances       147,956     138,126  
Notes Payable       5,909     909  
Subordinated Debentures       36,084     36,084  
Accrued interest and other liabilities       15,669     17,826  


            Total Liabilities       1,289,537     1,247,128  
     
     
SHAREHOLDERS' EQUITY    
Preferred stock; no par value, 300,000 shares authorized, none issued    
Common Stock; 20,000,000 shares authorized, 7,530,235 shares issued    
    and outstanding (7,407,198 at December 31, 2007)       112,970     111,436  
Retained earnings       4,842     6,692  
Accumulated other comprehensive income       (296 )   483  


            Total Shareholders' Equity       117,516     118,611  


     
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $ 1,407,053   $ 1,365,739  


     

See notes to consolidated financial statements.

3


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
SEPTEMBER 30, 2008 AND 2007
(Dollars in thousands except per share data)
UNAUDITED

Three Months Ended September 30,
2008 2007


             
Interest Income:    
   Interest and fees on loans     $ 19,136   $ 20,817  
   Securities    
      Taxable       918     921  
      Exempt from Federal Income Tax       357     363  
   Short term investments       91     334  


            Total Interest Income       20,502     22,435  
Interest Expense:    
   Deposits       6,164     7,892  
   FHLB advances and other       1,958     2,286  
   Subordinated Debt       485     522  


            Total Interest Expense       8,607     10,700  
            Net Interest Income       11,895     11,735  
   Provision for loan losses       1,028     223  


   Net Interest Income after provision for loan losses       10,867     11,512  
Non-interest Income:    
   Gain on sale of mortgage loans       317     428  
   Service charges on deposit accounts       1,218     1,290  
   Gain/(loss) on trading account securities       (200 )   0  
   Gain/(loss) on securities, including other than temporary impairment       (1,674 )   0  
   Mortgage servicing, net of amortization       180     141  
   Other       690     1,119  


            Total Non-interest Income       531     2,978  
Non-interest Expense:    
   Salaries and employee benefits       5,342     5,744  
   Occupancy and equipment       1,728     1,597  
   Amortization and impairment of intangibles       264     332  
   FDIC insurance premium       166     61  
   Other       3,116     3,408  


            Total Non-interest Expense       10,616     11,142  
     
Income before federal income taxes       782     3,348  
Federal income taxes       45     933  


     
NET INCOME     $ 737   $ 2,415  


     
   Comprehensive Income     $ 696   $ 2,850  


     
   Basic Earnings Per Share     $ 0.10   $ 0.33  


     
   Diluted Earnings Per Share     $ 0.10   $ 0.33  


     
   Dividends Per Share     $ 0.225   $ 0.225  


See notes to consolidated financial statements.

4


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
SEPTEMBER 30, 2008 AND 2007
(Dollars in thousands except per share data)
UNAUDITED

Nine Months Ended
September 30,
2008 2007


             
Interest Income:    
   Interest and fees on loans     $ 57,922   $ 54,662  
   Securities    
      Taxable       2,902     2,234  
      Exempt from Federal Income Tax       1,059     900  
   Short term investments       268     914  


            Total Interest Income       62,151     58,710  
Interest Expense:    
   Deposits       19,684     20,988  
   FHLB advances and other       6,057     5,577  
   Subordinated Debt       1,534     1,209  


            Total Interest Expense       27,275     27,774  
            Net Interest Income       34,876     30,936  
   Provision for loan losses       5,309     241  


   Net Interest Income after provision for loan losses       29,567     30,695  
Non-interest Income:    
   Gain on sale of mortgage loans       2,024     1,127  
   Service charges on deposit accounts       3,642     3,238  
   Gain/(loss) on trading account securities       (373 )   0  
   Gain/(loss) on securities, including other than temporary impairment       (1,612 )   (130 )
   Mortgage servicing, net of amortization       188     393  
   Other       1,940     3,012  


            Total Non-interest Income       5,809     7,640  
Non-interest Expense:    
   Salaries and employee benefits       16,712     15,299  
   Occupancy and equipment       5,217     4,306  
   Amortization and impairment of intangibles       826     929  
   FDIC insurance premium       382     110  
   Other       8,506     8,206  


            Total Non-interest Expense       31,643     28,850  
     
Income before federal income taxes       3,733     9,485  
Federal income taxes       554     2,665  


     
NET INCOME     $ 3,179   $ 6,820  


     
   Comprehensive Income     $ 2,494   $ 7,162  


     
   Basic Earnings Per Share     $ 0.43   $ 1.01  


     
   Diluted Earnings Per Share     $ 0.43   $ 1.01  


     
   Dividends Per Share     $ 0.675   $ 0.675  


See notes to consolidated financial statements.

5


FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2008 AND 2007
(Dollars in thousands)
UNAUDITED

Nine months ended
September 30,
2008 2007


             
OPERATING ACTIVITIES    
   Net income     $ 3,179   $ 6,820  
   Adjustments to reconcile net income to net cash provided by operating activities:    
   Provision for loan losses       5,309     241  
   Depreciation of premises and equipment       2,395     2,141  
   Net amortization of security premiums/discounts       4     (268 )
   Loss on trading account securities       373     0  
   Loss/(Gain) on sale of securities       1,612     130  
   Amortization and impairment of intangibles       826     929  
   Stock option and stock grant compensation expense       162     210  
   Gain on sale of mortgage loans       (2,024 )   (1,127 )
   Proceeds from sales of mortgage loans       88,146     43,042  
   Loans originated for sale       (85,154 )   (41,106 )
   Deferred federal income tax expense/(benefit)       (577 )   (872 )
   Decrease in accrued interest receivable and other assets       1,810     5,117  
  (Decrease) in accrued interest payable and other liabilities       (2,156 )   (879 )


             NET CASH PROVIDED BY OPERATING ACTIVITIES       13,905     14,378  
     
INVESTING ACTIVITIES    
   Bank acquisition, net of cash assumed       0     (15,170 )
   Proceeds from sale of securities available for sale       3,435     18,111  
   Proceeds from maturities and calls of securities available for sale       103,584     30,705  
   Purchases of securities available for sale       (124,865 )   (50,059 )
   Purchases of FHLB stock       (753 )   (296 )
   Sales of FHLB stock       0     50  
   Proceeds from sale of fixed assets       46     574  
   Net increase in portfolio loans       (39,875 )   (28,611 )
   Net purchases of premises and equipment       (2,452 )   (2.612 )


             NET CASH USED IN INVESTING ACTIVITIES       (60,880 )   (47,328 )
     
FINANCING ACTIVITIES    
   Net increase/(decrease) in deposits       16,650     (2,938 )
   Increase/(decrease) in securities sold under agreements to repurchase and    
      other short term borrowings       13,086     13,666  
   Repayment of notes payable and other borrowings       (145 )   (19,750 )
   Proceeds from issuance of other borrowings       5,176     19,600  
   Repayment of Federal Home Loan Bank borrowings       (50,201 )   (12,793 )
   Proceeds from Federal Home Loan Bank borrowings       60,000     21,500  
   Proceeds from issuance of subordinated debentures       0     15,464  
   Issuance of common stock, net       1,372     2,081  
   Purchases of common stock       0     (1,801 )
   Cash dividends       (5,030 )   (4,608 )


             NET CASH PROVIDED BY FINANCING ACTIVITIES       40,908     30,421  
     
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS       (6,067 )   (2,529 )
   Cash and cash equivalents at beginning of period       45,529     56,937  


             CASH AND CASH EQUIVALENTS AT END OF PERIOD     $ 39,462   $ 54,408  


6


CONSOLIDATED STATEMENTS OF CASHFLOWS (continued)

Nine months ended
September 30,
2008 2007


             
Supplemental Disclosure    
   Interest Paid     $ 27,436   $ 27,325  
   Income Taxes Paid     $ 1,775   $ 2,425  
   Non cash transfers of loans to Other Real Estate Owned     $ 3,575   $ 1,685  

See notes to consolidated financial statements.

ICNB Financial acquisition:
(in Thousands of Dollars)
         
Securities acquired (including FHLB stock)       28,252  
Loans acquired, net of allowance for loan losses       178,456  
Bank premises and equipment acquired       7,283  
Acquisition intangibles recorded       18,983  
Other assets acquired       12,152  
Deposits assumed       (171,999 )
Borrowings assumed       (32,558 )
Other liabilities assumed       (6,679 )

7


FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
UNAUDITED

NOTE 1 – FINANCIAL STATEMENTS

The accompanying unaudited financial information presented is for Firstbank Corporation (“Corporation”) and its wholly owned subsidiaries: Firstbank — Alma, Firstbank (Mt. Pleasant), Firstbank — West Branch (including its wholly owned subsidiaries; 1 st Armored, Inc., 1 st Title, Inc., and its majority holding in 1 st Investors Title, LLC and C.A. Hanes Realty, Inc. for the nine months of 2007), Firstbank — St. Johns, Keystone Community Bank, Firstbank – West Michigan and its wholly owned subsidiary Accord Financial Services, Inc., collectively the “Banks”), FBMI Risk Management Services, Inc., and Austin Mortgage Company. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2008, are not necessarily indicative of the results that may be expected for the year ending December 31, 2008. The balance sheet at December 31, 2007, has been derived from the audited financial statements at that date. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation’s annual report on Form 10-K for the year ended December 31, 2007.

Effect of Newly Issued Accounting Standards

In February 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 159, The Fair Value Option for Financial Assets and Liabilities. Adoption of this statement is required for January 1, 2008. Early adoption was allowed, effective to January 1, 2007, if that election was made by April 30, 2007. This statement allows, but does not require, companies to record certain assets and liabilities at their fair value. The fair value determination is made at the instrument level, so similar assets or liabilities could be partially accounted for using the historical cost method, while other similar assets or liabilities are accounted for using the fair value method. Changes in fair value are recorded through the income statement in subsequent periods. The statement provides for a one time opportunity to transfer existing assets and liabilities to fair value at the point of adoption with a cumulative effect adjustment recorded against equity. After adoption, the election to report assets or liabilities at fair value must be made at the point of their inception. The adoption of this standard did not have a material effect on our financial statements.

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for fiscal years beginning after November 15, 2007. The adoption of this standard did not have a material effect on our financial statements.

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants’ employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The adoption of EITF No. 06-4 did not have a material effect on our financial statements.

8


Effect of Newly Issued but not yet Effective Accounting Standards

In January 2008, the FASB issued Statement No. 160, Noncontrolling Interest in Consolidated Financial Statements – an amendment of ARB No. 51. This Statement applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. The statement requires specific reporting and accounting treatment for minority interest and changes in minority interest positions of an entity. We do not anticipate that this statement will have a significant effect on the results of the company.

NOTE 2 – ACQUISITIONS AND DIVESTITURES

On July 1, 2007 we acquired ICNB Financial Corporation (ICNB). ICNB was the holding company for The Ionia County National Bank of Ionia, based in Ionia, Michigan. Ionia County National Bank subsequently changed its name to Firstbank – West Michigan. The purpose of the acquisition was to increase market share in the Michigan banking market. As of June 30, 2007, ICNB had total assets of $231 million, total deposits of $171 million, and total loans, net of allowance, of $180 million. The merger was accounted for using the purchase accounting method of accounting, and accordingly the purchase price was allocated to assets acquired and the liabilities assumed based upon the estimated fair value as of the merger date.

Firstbank Corporation paid an aggregate value of $38.4 million to acquire the shares of ICNB common stock outstanding. The purchase price was determined using the Firstbank’s market price on February 1, 2007, the date of the merger agreement. We issued 874,740 shares of Firstbank common stock, and paid $19,584,000 in cash for the acquisition. The acquisition resulted in the creation of $18.6 million of intangible assets, of which $14.9 million was designated as goodwill and $3.7 million as core deposit intangible.

ICNB’s financial information is incorporated into the financial statements contained within this report from July 1, 2007 forward, the date of the merger.

On September 30, 2007, we sold our 55% ownership in C.A. Hanes Realty, Inc. at a loss after taxes of $104,000. Historical earnings from C.A. Hanes Realty, Inc. are included in the financial statements presented in this report.

NOTE 3 – GOODWILL

Changes in the carrying amount of goodwill are as follows:

(In Thousands of Dollars)
2008 2007


             
         Balance at January 1     $ 34,421   $ 20,094  
         Impairment write down       0     (275 )
         Goodwill from acquisitions       302     15,336  
         Reclassification of other intangibles to goodwill       880     0  


         Balance at September 30     $ 35,603   $ 35,155  


Amounts shown as goodwill from acquisitions relates to the ICNB purchase, and the $880,000 reclassification represents goodwill relating to the acquisition of Firstbank – Lakeview which had previously been reported as other intangible assets. The $275,000 impairment write down in 2007 was due to the sale of our CA Hanes, Inc. affiliate.

9


NOTE 4 – NONPERFORMING LOANS AND ASSETS

Nonperforming Loans and Assets

The following table summarizes nonaccrual and past due loans at the dates indicated:

(Dollars in thousands)

September 30,
2008
December 31,
2007


             
Nonperforming loans:    
     Nonaccrual loans     $ 17,797   $ 10,454  
     Loans 90 days or more past due and still accruing       2,861     3,161  
     Renegotiated loans       276     543  


          Total nonperforming loans     $ 20,934   $ 14,158  


     
Property from defaulted loans     $ 4,975   $ 3,167  
     
Nonperforming loans as a percent of total loans*       1.81 %   1.26 %
Nonperforming loans plus Other Real Estate as a percent of total       2.24 %   1.54 %
loans* plus Other Real Estate    
Nonperforming assets as a percent of total assets       1.84 %   1.27 %

Analysis of the Allowance for Loan Losses

(Dollars in Thousands)

Three months ended
September 30,
Nine months ended
September 30,
2008 2007 2008 2007




                     
Balance at beginning of period     $ 12,328   $ 9,501   $ 11,477   $ 9,966  
Allowance acquired through acquisitions       0     2,346     0     2,346  
Charge-offs       (680 )   (440 )   (4,590 )   (1,122 )
Recoveries       91     191     571     390  




   Net charge-offs       (589 )   (249 )   (4,019 )   (732 )
   Provision for loan losses       1,028     223     5,309     241  




   Balance at end of period     $ 12,767   $ 11,821   $ 12,767   $ 11,821  




     
     
Average total loans* outstanding during the period     $ 1,156,041   $ 1,102,696   $ 1,143,056   $ 974,426  
Allowance for loan loss as a percent of total loans*       1.11 %   1.06 %   1.11 %   1.06 %
Allowance for loan loss as a percent    
   of nonperforming loans       61 %   106 %   61 %   106 %
Net Charge-offs^ as a percent of average loans*       0.20 %   0.09 %   0.47 %   0.10 %

*All loan ratios exclude loans held for sale
^Annualized

NOTE 5 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table’s present information about our assets measured at fair value on a recurring basis at September 30, 2008, and valuation techniques used by us to determine those fair values.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that we have the ability to access.

10


Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

Assets Measured at Fair Value on a Recurring Basis

(Dollars in Thousands) Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Balance at September 30, 2008




                     
Securities available for sale     $ 104,604     -   $ 14,849   $ 119,453  
Federal Home Loan Bank stock       -   $ 8,760     -   $ 8,760  
Trading securities     $ 303     -     -   $ 303  

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

(Dollars in Thousands) Investment Securities Available for Sale

         
Balance at December 31, 2007     $ 12,760  
  Total realized and unrealized gains/(losses) included in income       (1,632 )
  Total unrealized gains/(losses) included in other comprehensive income       (770 )
  Net purchases, sales, calls and maturities       4,796  
  Net transfers in/out of Level 3       (285 )

Balance at September 30, 2008     $ 14,869  

The Level 3 assets that were still held at September 30, 2008 are carried at historical cost unless a better fair value can be determined. During the period, $601,000 of these securities were sold, or paid down, and $5,397,000 of new securities was acquired. The $285,000 of net transfers out of Level 3 related to a $35,000 re-classification of two small assets which were reclassified to other assets and one $250,000 asset which was transferred to the loan portfolio because it had fallen below investment grade.

Both observable and unobservable inputs may be used to determine the fair value of positions classified as Level 3 assets. As a result, the unrealized gains and losses for these assets presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.

Available for sale investments securities categorized as Level 3 assets primarily consist of bonds issued by local municipalities, auction rate securities, and other like assets. We carry local municipal securities at historical cost unless economic conditions for the municipalities changes to a degree requiring a valuation adjustment. The valuation of auction rate securities is based on recent transactions for similar securities.

We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets consist of impaired loans, which are accounted for under the guidelines of SFAS 114 – Accounting by Creditors for Impairment of a Loan . We have estimated the fair value of these assets using Level 3 inputs, specifically valuation of loans based on either a discounted cash flow projection, or a discount to the appraised value of the collateral underlying the loan. Through the first nine months of 2008 we have recognized non-cash impairment charges of $2,657,000 to adjust these assets to their estimated fair values.

11


Assets Measured at Fair Value on a Nonrecurring Basis

(Dollars in Thousands) Balance at September 30, 2008 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3)
Total Losses for the period ended September 30, 2008





                           
Impaired loans accounted for    
under FAS 114     $ 24,441     -     -   $ 24,441   $ (2,657 )

Impaired loans accounted for under FAS 114 categorized as Level 3 assets consist of non-homogeneous loans that are considered impaired. We estimate the fair value of the loans based on the present value of expected future cash flows using management’s best estimate of key assumptions. These assumptions include future payment ability, timing of payment streams, and estimated realizable values of available collateral (typically based on outside appraisals). The $2.7 million in losses indicated in the table above were charged to the allowance for loan losses.

Other assets, including bank-owned life insurance, goodwill, intangible assets and other assets acquired in business combinations, are also subject to periodic impairment assessments under other accounting principles generally accepted in the United States of America. These assets are not considered financial instruments. Effective February 12, 2008, the Financial Accounting Standards Board issued a staff position, FSP FAS 157-2, which delayed the applicability of FAS 157 to non-financial instruments. Accordingly, these assets have been omitted from the above disclosures.

NOTE 6 – BASIC AND DILUTED EARNINGS PER SHARE

(Dollars in Thousands Except Per Share Data) Three Months Ended
September 30,
Nine Months Ended
September 30,
2008 2007 2008 2007




                     
Earnings per share    
   Net income     $ 737   $ 2,415   $ 3,179   $ 6,820  
   Weighted average common shares outstanding       7,498,000     7,389,000     7,456,000     6,809,000  
     
   Basic Earnings per Share     $ 0.10   $ 0.33   $ 0.43   $ 1.01  




     
Earnings per share assuming dilution    
   Net income     $ 737   $ 2,415   $ 3,179   $ 6,820  
   Weighted average common shares outstanding       7,498,000     7,389,000     7,456,000     6,809,000  
   Add dilutive effect of assumed exercises of options       0     3,000     0     13,000  




   Weighted average common and dilutive potential    
      common shares outstanding       7,498,000     7,392,000     7,456,000     6,822,000  
     
   Diluted Earnings per Share     $ 0.10   $ 0.33   $ 0.43   $ 1.01  




Stock options for 324,794 shares for the three month period and 280,332 for the nine month period of 2007, and 481,330 shares for the three and nine month periods of 2008, were not considered in computing diluted earnings per share because they were anti-dilutive.

12


Item 2 . Management's Discussion and Analysis of Financial Condition and Results of Operations.

The consolidated financial information presented is for Firstbank Corporation (“Corporation”) and its wholly owned subsidiaries; Firstbank — Alma, Firstbank (Mt. Pleasant), Firstbank — West Branch (including its wholly owned subsidiaries: 1 st Armored, Inc., 1 st Title, Inc. and its majority holding in 1 ST Investors Title, LLC, and C.A. Hanes Realty, Inc.), Firstbank — St. Johns, Keystone Community Bank, Firstbank – West Michigan (collectively the “Banks”), FBMI Risk Management Services, Inc., and Austin Mortgage Company. See note 2 of the notes to consolidated financial statements for additional disclosures on Firstbank – West Michigan and C.A. Hanes Realty, Inc. Comparisons to prior year are affected by the acquisition of Firstbank – West Michigan in the third quarter of 2007.

Events Occurring in the Third Quarter 2008

On September 7, the federal government placed the Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac) into receivership. As a result, the value of certain of our investments in Freddie Mac were determined to be significantly impaired and resulted in an other than temporary pre-tax impairment charge to earnings of $1,632,000. Because the underlying security of the investment was an equity security, that loss is characterized as a capital loss on September 30.

Subsequent Events

Congress passed the Emergency Economic Stabilization Act of 2008 on October 3 which has resulted in the following programs: 1) Asset Purchase Program; 2) Asset Guarantee Program; 3) Homeownership Preservation; 4) Deposit Guarantee Program; 5) Debt Guarantee Program; and 6) Capital Purchase Program. The legislation also provided for the re-characterization of losses on Freddie Mac and Fannie Mae preferred stock from a capital loss to an ordinary loss, thereby making it less onerous for banks to claim a tax benefit from the loss.

The legislation provided for the creation of the $700 million Troubled Asset Relief Program (TARP). On October 14, the U.S. Department of Treasury announced its plan to make $250 million of those funds available to qualifying financial institutions through the Capital Purchase Program (CPP). This program allows financial institutions to issue preferred stock and common stock warrants to the Treasury in return for Tier 1 Capital. Financial institutions are allowed to apply for participation in the program, but are not required to do so. We are currently analyzing the program merits to determine if we will participate.

Financial Condition

The Michigan and national economies continued to struggle during the third quarter. Michigan continues to have one of the highest unemployment rates in the nation, with rising foreclosures and slowing demand for manufactured products. Despite these negative trends, we have maintained respectable core profitability and favorable asset quality measures compared with peer banks. Non performing assets continued to increase during the quarter with additional loans moving to non accrual status and other real estate owned. We believe nonperforming loans will continue to be a problem in the near term due to current economic conditions; however, we are constantly monitoring our loan portfolios for developing issues and reacting to them with swift actions to mitigate losses wherever possible.

Total assets increased $41.3 million, or 3.0%, during the first nine months of 2008. Cash and cash equivalents decreased $6.1 million, or 13.3%. Securities available for sale were higher, increasing $14.6 million, or 13.9%, from December 31, 2007. Total portfolio loans increased $32.3 million, or 2.8%, during the first nine months of 2008. Average total loans were 4.8% higher in the third quarter of 2008 when compared with the fourth quarter of 2007.

Residential mortgages grew $11.7 million, or 3.0% from year end 2007. For a short period in the first quarter, rates on residential mortgages provided us the opportunity to refinance loans and increase our residential portfolio. Real estate construction loans increased $4.4 million, or 3.5% primarily from a limited number of new loans to developers. Commercial and commercial real estate loans were $17.3 million, or 3.3%, higher, than December 31, 2007.

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Net charge-offs of loans were $589,000 in the third quarter of 2008 compared to $249,000 in the third quarter of 2007 and $2,687,000 in the second quarter of 2008. The ratio of net charge-offs of loans (annualized) to average loans was 0.20% in the third quarter of 2008 compared to 0.09% in the same period of 2007 and 0.94% in the second quarter of 2008. The charge offs in the current quarter were largely concentrated within our newest affiliate, Firstbank-West Michigan, which recorded loan losses of $310,000 in the quarter as we continue to work through problem loans in that portfolio.

At September 30, 2008, the allowance as a percentage of average outstanding loans was 1.11% compared with 1.06% at the same point a year earlier and 1.02% at year end 2007. Non-performing loans as a percent of total loans was 1.81% at September 30, 2008, compared with 1.00% a year earlier, and 1.26% at year end 2007. Nonperforming loans increased $6.8 million from year end, and other real estate owned increased $1.8 million compared with year end numbers. Our overall asset quality has always been considered one of the strengths of our banking franchise and has allowed us to maintain favorable asset quality measures relative to competitor banks in Michigan. We continue to be diligent in review of our loan portfolios for problem loans and believe that early detection of troubled credits is critical to our ability to maintain our allowance for loan losses at its current level. We maintain the allowance for loan losses at a level considered adequate to cover losses within the loan portfolio. The allowance balance is established after considering past loan loss experience, current economic conditions, composition of the loan portfolio, delinquencies, and other relevant factors.

Securities available for sale were higher by $15.0 million or 14.4% in the first nine months, primarily due to a $23.1 million increase in agency backed securities. The increase in agency backed securities improved the company’s liquidity position and provided collateral for our repurchase sweep product.

We held $7.0 million of auction rate securities at September 30, 2008 compared with $8.0 million at year end 2007. This portfolio had reached a peak at the end of the first quarter of 2008 of $9.4 million. During the current quarter, we recorded a pre-tax other than temporary impairment loss of $1,632,000 on this portfolio relating to those securities where the underlying collateral was Freddie Mac preferred stock. Freddie Mac was placed in receivership by the federal government on September 7, at which time it ceased to pay dividends, causing us to devalue the securities and record the impairment charge. Due to current market conditions surrounding the remainder of these auction rate securities, and their illiquid state, the remainder of the portfolio was written down $770,000 through other comprehensive income in the third quarter.

Total deposits increased $16.7 million, or 1.6% when compared with year end balances. Within the deposit base, non-interest bearing demand account balances decreased $3.4 million or 2.2%, interest bearing demand account balances decreased $5.5 million, or 2.5%, savings balances increased $10.0 million, or 6.8%, and time balances increased $15.5 million, or 3.2%. Within time balances, wholesale CDs were $6.1 million higher than year end, while core market CDs increased $9.3 million. These changes resulted from normal season fluctuations and customer preferences.

For the nine month period ended September 30, 2008, securities sold under agreements to repurchase and overnight borrowings increased $13.1 million, or 30.6%, due to normal fluctuations in customer cash flows, and in some cases, customer preference toward our repurchase sweep program. Federal Home Loan Bank advances and notes payable were up $14.8 million, or 10.7% higher than year end. Federal Home Loan Bank advances were utilized to fund loan growth which outpaced increase in core deposits.

Total shareholders’ equity decreased $1.1 million, or 0.9%, during the first nine months of 2008. Net income of $3.2 million and stock issuances of $1.4 million increased shareholders’ equity, while dividends of $5.0 million decreased shareholders’ equity. Stock issuance was primarily related to shares issued through dividend reinvestment. The per share book value of shareholders’ equity was $15.61 at September 30, 2008, decreasing from $16.01 at December 31, 2007. Tangible shareholders equity per share (total equity less goodwill and other intangible assets) was $10.33 at the end of the second quarter of 2008, compared with $10.58 at year end 2007. The declines in both these measures of shareholders’ equity per share resulted from dividends exceeding earnings in through the third quarter.

14


The following table discloses compliance with current regulatory capital requirements on a consolidated basis:

(Dollars in Thousands) Leverage Tier I
Capital
Total Risk-Based Capital



                 
Capital Balances at September 30, 2008     $ 114,942   $ 114,942   $ 126,493  
Required Regulatory Capital     $ 55,136   $ 45,217   $ 90,434  
Capital in Excess of Regulatory Minimums     $ 59,806   $ 69,725   $ 36,059  
     
     
Capital Ratios at September 30, 2008       8.34 %   10.17 %   11. 19%  
Regulatory Capital Ratios - Minimum Requirement       4.00 %   4.00 %   8.00 %

Our capital remains well within regulatory guidelines although slightly lower than year end 2007. At the end of the third quarter our total risk based capital ratio was 11.19% compared with 11.28% at year end 2007. Tier 1 capital and tier 1 leverage ratios were 10.17% and 8.34% compared with 10.25% and 8.51% at year end 2007. The slight decrease in capital ratios has resulted from a dividend payout level which has exceeded earnings for the year. We continue to monitor our capital position and have thus far been able to absorb the current year shocks to our income while maintaining all of our affiliate banks at well capitalized levels. We are evaluating the merits of participation in the Treasury’s Capital Purchase Program to determine if it will strengthen our capital position and further insulate the company from future unexpected shocks from the soft economy.

Results of Operations

Three Months Ended September 30, 2008

For the third quarter of 2008, net income was $737,000, basic and diluted earnings per share were $0.10, compared with $2,415,000, and $0.33 basic and diluted per share for the third quarter of 2007, and $292,000, $0.04 basic and diluted earnings per share, for the second quarter of 2008. This year’s third quarter was heavily impacted by the $1.6 million pre-tax write down on the Freddie Mac securities discussed above and a $1.0 million charge to loan loss provision. The charge to loan loss provision was necessary as we identified additional loans for which the borrowers had exhausted their sources of repayment. These loans were either transferred into nonaccrual status and specific reserves established, or charged down to the value of the collateral that can be recovered on the loan.

Average earning assets increased $46.7 million, or 3.8%, when the third quarter of 2008 is compared to the same quarter a year ago. Compared with the previous quarter, earning assets increased $16.2 million, or 1.3%. The yield on earning assets decreased 86 basis points, to 6.50%, for the quarter ended September 30, 2008, compared to 7.36% for the same quarter a year ago, and was 10 basis points lower when compared with the quarter ended June 30, 2008. The cost of funding related liabilities also decreased, falling 77 basis points when comparing this year’s third quarter to the same period a year ago, from 3.45% in 2007, to 2.68% in 2008. Compared with prior quarter, the cost of funding related liabilities fell by 15 basis points. Since the decrease in yield on earning assets was larger than the decrease in the cost of funds relative to earning assets, the net interest margin decreased eight basis points from last year’s third quarter to 3.82% in the current quarter, but improved five basis points when compared to the previous quarter. Net interest income increased $0.2 million to $11.9 million in the third quarter of 2008 compared with the same period of 2007, primarily due to the $46.7 million increase in average earning assets compared with the year ago quarter. Unpaid interest on loans which are transferred to nonaccrual status is reversed against interest income in the period. During the third quarter, interest reversals associated with loans moving to nonaccrual status were $49,000 compared with $203,000 in the second quarter.

The provision for loan losses increased $805,000 when the third quarter of 2008 is compared to the same quarter of 2007. Provision for loan losses was $1.0 million in this year’s third quarter compared with a provision for loan losses of $223,000 in the third quarter of 2007. In the third quarter of 2008 we continued to identify loans in our portfolio for which the borrowers had been making payments, but were unable to sustain those payments as the economy continued to struggle. After a detailed review of these loans, it was determined that some of them should be moved to nonaccrual status, while others should be charged off. Following that review, our analysis showed that we needed to increase our provision for loan losses to provide for the remaining probable losses in the portfolio. We perform quantitative and qualitative analysis of factors which impact the allowance for loan losses consistently across our nine banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment growth rates, and industry and regional factors and trends as they affect the banks’ portfolios. The consideration of exposures to industries most affected by current risks in the economic and political environment and the review of risks in certain credits that are not considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank.

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Total non-interest income was $531,000 in the third quarter, compared with $3.0 million in the third quarter of 2007 and $2.4 million in the second quarter of 2008. Compared with 2007‘s third quarter, mortgage gains and deposit fees were lower by $111,000 and $82,000, respectively. Also reducing non-interest income in the current quarter were losses on trading account securities of $200,000 and losses on available for sale securities of $1.7 million (includes the previously mentioned $1.6 million write down of Freddie Mac securities), the latter of which relates to the previously discussed write down on Freddie Mac preferred stock. Other income also fell $431,000 compared with the previous year.

Total non-interest expense decreased $518,000, or 4.7%, when comparing the three month periods ended September 30, 2008 and 2007 and was largely due to a $401,000 reduction in salaries and employee benefits. In the third quarter of 2007, we were still carrying excess staff at Firstbank – West Michigan as we completed the integration of that new affiliate into the centralized operations of the company. Compared with the second quarter of 2008, non-interest expense increased $272,000, primarily from higher other operating expenses associated with loan collection issues. Within the salary and employee benefits area, salaries were $96,000 lower than second quarter and benefits decreased $86,000 mainly due to lower group health care, unemployment, and FICA costs.

Federal Income tax expense was $45,000 in the third quarter as tax exempt income exceeded net income. We had a tax benefit of $212,000 the second quarter of the year as tax exempt income was higher than taxable income, and $933,000 of federal tax expense in the third quarter of 2007 based on higher earnings levels.

Nine months ended September 30, 2008

For the first nine months of 2008, net income was $3,179,000, basic and diluted earnings per share were $0.43, compared with $6,820,000, and $1.01 basic and diluted per share for the first nine months of 2007. The first nine months of 2007 included a one time benefit of a $971,000 pre-tax reversal of loan loss provision relating to a payoff of a large commercial loan, which had been considered impaired. As a result, we provided only $241,000 for loan losses in the first nine months of 2007. The benefit to last year’s first nine months earnings of that event was $0.10 per share. Provision for loan losses in the first nine months of 2008 was $5.3 million, resulting in substantially lower earnings for the year. The higher provision expense for this year was required as we identified several loans for which the borrowers had exhausted their sources of repayment. These loans were either transferred into nonaccrual status and specific reserves established, or charged down to the value of the collateral that can be recovered on the loan. Also effecting earnings in the current year was a $1.6 million write down relating to Freddie Mac preferred stock and $373,000 of trading account security losses.

Average earning assets increased $177.9 million, or 16.4%, when the first nine months of 2008 is compared to the same period a year ago. This comparison is affected by the acquisition of Firstbank – West Michigan. The Federal Reserve lowered its target federal funds rate by 125 basis points in January, by another 75 basis points in March, and by 25 basis points in May. The prime rate, which is used in pricing our variable rate loan portfolios followed suit and decreased by the same amount, putting pressure on our net interest margin late in the first quarter and throughout the second quarter of the year. These significant rate moves by the Federal Reserve in the first quarter caused our loans tied to prime rate to re-price at a significantly faster pace than we were able to offset by reducing the rates paid on our deposit accounts and certificates of deposit. As a result, the yield on earning assets decreased 66 basis points, to 6.67%, for the nine months ended September 30, 2008, compared to 7.33% for the same nine months a year ago. The cost of funding related liabilities also decreased, falling 55 basis points when comparing this year’s first nine months to the same period a year ago, from 3.43% in 2007, to 2.88% in 2008. Since the decrease in yield on earning assets was larger than the decrease in the cost of funds relative to earning assets, the net interest margin decreased 12 basis points from last year’s first nine months. Net interest margin in this year’s first nine months was 3.79% compared with 3.91% for the same period a year ago. Net interest income increased $3.9 million to $34.9 million in the first nine months of 2008 compared with the same period of 2007, primarily due to the previously mentioned acquisition. Unpaid interest on loans which are transferred to nonaccrual status is reversed against interest income in the period the loan is transferred. During the current year, interest reversals associated with loans moving to nonaccrual status were $307,000 compared with $161,000 in the first nine months of 2007.

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The provision for loan losses increased $5.1 million when the first nine months 2008 are compared to the same period of 2007. Provision for loan losses was $5.3 million in the first nine months of 2007 compared with a provision for loan losses of $241,000 in the last year’s first nine months. In the second quarter of 2008 we identified several loans in our portfolio for which the borrowers had been making payments, but were unable to sustain those payments as the economy continued to struggle. After a detailed review of these loans, it was determined that some of them should be moved to nonaccrual status, while others should be charged off. Following that review, our analysis showed that we needed to increase our provision for loan losses to provide for the remaining probable losses in the portfolio. We perform quantitative and qualitative analysis of factors which impact the allowance for loan losses consistently across our seven banking subsidiaries. The process applies risk factors for historical charge-offs and delinquency experience, portfolio segment growth rates, and industry and regional factors and trends as they affect the banks’ portfolios. The consideration of exposures to industries most affected by current risks in the economic and political environment and the review of risks in certain credits that are not considered part of the non-performing loan category contributed to the establishment of the allowance levels at each bank.

Non interest income decreased $1.8 million in the first nine months of 2008, when compared with the same period of 2007 primarily due to the previously mentioned securities losses associated with Freddie Mac preferred stock and trading account losses. Gains on the sale of mortgage loans increased $897,000 and deposit fees were $404,000 higher than a year ago. The addition of Firstbank — West Michigan contributed $149,000 of the increase in mortgage gains and $310,000 of the increase in deposit fees. During the first two months of the year, rates on residential mortgage loans fell to a level that spurred re-finance activity. We were able to take advantage of that rate environment, resulting in higher gains on sale of loans. Also resulting from the increased mortgage re-finance activity was lower mortgage servicing income as amortization of mortgage servicing rights increased, reducing non-interest income by $205,000 when compared with last year’s first nine months. Other income decreased $1.0 million from a year ago largely due to losses on the sale of other real estate owned in 2008 and the sale of our CA Hanes affiliate at the end of the third quarter of 2007.

Total non-interest expense increased $3.3 million, or 18.8%, when comparing the nine month periods ended September 30, 2008 and 2007 and was largely due to the addition of Firstbank – West Michigan, which had non-interest expense of $5.2 million during the first nine months of 2008 compared with $2.0 million in the first months of last year due to the July 1, 2007 acquisition date. Also contributing to the higher non-interest expense are FDIC premiums, which are $272,000 higher than a year ago. The FDIC began charging higher premiums late last year, but provided partial reductions to those charges in the form of credits, based on each bank’s historical contributions to the insurance fund. Those credits are becoming fully absorbed in the current year and will lead to higher expenses in this area going forward.

Federal Income tax expense was $554,000 in the first nine months of the year compared with $2.7 million of federal income tax in the first nine months of last year. The lower tax expense was primarily due to the lower level of earnings in the current year.

Liquidity

At September 30, 2008, we have adequate sources of liquidity to meet our needs. Our banks maintain access to immediately available funds through federal funds lines at two correspondent banks, with aggregate available limits of $69 million. In addition, four of our six affiliates have access to overnight funds through the Federal Reserve’s discount window. Each of our six affiliates can access funds through the brokered CD markets and the Federal Home Loan Bank of Indianapolis.

In addition to the funds available directly to our affiliate banks, Firstbank Corporation has a $30 million line of credit which could be drawn upon to augment bank level needs if necessary. As of September 30, there was $24.9 million available on the line of credit.

17


Contractual Obligations, Commitments, Contingent Liabilities, and Off-Balance Sheet Arrangements

The Corporation has various financial obligations, including contractual obligations and commitments that may require future cash payments. Management believes that there have been no material changes in the Corporation’s overall level of these financial obligations since December 31, 2007 and that any changes in the Corporation’s obligations which have occurred are routine for the industry. Further discussion of the nature of each type of obligation is included in Managements Discussion and Analysis on page 14 of the Corporation’s Form 10K Annual Report, and is incorporated herein by reference.

Critical Accounting Policies

Certain of the Corporation’s accounting policies are important to the portrayal of the Corporation’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, without limitation, changes in interest rates, in local and national economic conditions, or the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses, determining the fair value of securities and other financial instruments, the valuation of mortgage servicing rights, determination of purchase accounting adjustments, and estimating state and federal contingent tax liabilities. The Corporation’s significant accounting policies are discussed in detail in Managements Discussion and Analysis on pages 15 through 16 in the Corporation’s annual report to shareholders for the year ended December 31, 2007.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation itself. Words such as “anticipate,” “believe,” “determine,” “estimate,” “expect,” “forecast,” “intend,” “is likely,” “plan,” “project,” “opinion,” variations of such terms, and similar expressions are intended to identify such forward-looking statements. The presentations and discussions of the provision and allowance for loan losses, and determinations as to the need for other allowances presented in this report are inherently forward-looking statements in that they involve judgments and statements of belief as to the outcome of future events. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Internal and external factors that may cause such a difference include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior and customer ability to repay loans; software failure, errors or miscalculations; and the vicissitudes of the national economy. The Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

18


Item 3 . Quantitative and Qualitative Disclosures about Market Risk

Information under the headings, “Liquidity and Interest Rate Sensitivity” on pages 12 through 14 and “Quantitative and Qualitative Disclosure About Market Risk” on pages 17 and 18 in the registrant’s annual report to shareholders for the year ended December 31, 2007, is here incorporated by reference. Firstbank’s annual report is filed as Exhibit 13 to its Form 10-K annual report for its fiscal year ended December 31, 2007.

We face market risk to the extent that both earnings and the fair values of our financial instruments are affected by changes in interest rates. We manage this risk with static GAP analysis and simulation modeling. We do not believe that there has been a material change in the nature of our primary market risk exposures, including the categories of market risk to which we are exposed and the particular markets that present the primary risk of loss to the Corporation. As of the date of this Form 10-Q Quarterly Report, we do not know of nor expect there to be any material change in the general nature of our primary market risk exposure in the near term.

The methods by which we manage our primary market risk exposures, as described in the sections of our Form 10-K Annual Report incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this Form 10-Q quarterly report, we do not expect to change those methods in the near term. However, we may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

Our market risk exposure is mainly comprised of our vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships in the future will be primarily determined by market, economic, and geopolitical factors which are outside of our control. All information provided in response to this item consists of forward looking statements. Reference is made to the section captioned “Forward Looking Statements” of this Form 10-Q quarterly report for a discussion of the limitations on our responsibility for such statements.

19


Item 4 . Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

  On November 5, 2008, the Corporation’s Chief Executive Officer and Chief Financial Officer reported on the Corporation’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) to the Audit Committee. The portion of that report which constitutes their conclusions about the effectiveness of the disclosure controls and procedures based on their evaluation as of September 30, 2008 is as follows: “Based on our knowledge and the most recent evaluation, we believe the disclosure controls and procedures to be reasonably effective and commercially practical in providing information for management of the Corporation and for fair reporting to the investing public.”

b) Changes in Internal Controls

  During the period covered by this report, there have been no changes in the Corporation’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Corporation’s internal control over financial reporting.

20


PART II. OTHER INFORMATION

Item 2 . Unregistered Sales of Equity Securities and Use of Proceeds

As of September 30, 2008, we have remaining authority to repurchase $3.2 million of our common stock under plans previously approved by the board of directors. We have not repurchased any shares during the first three quarters of this year.

ISSUER PURCHASES OF EQUITY SECURITIES

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as a Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares that May yet Be Purchased Under the Approved Plan





                     
July       0     -     0   $ 3,199,242  
     
August       0     -     0   $ 3,199,242  
     
September       0     -     0   $ 3,199,242  
     
Total       0     -     0   $ 3,199,242  

Item 5 . Other Information

The audit committee of the Board of Directors approved the categories of all non-audit services performed by the registrant’s independent accountants during the period covered by this report.

21


Item 6 . Exhibits

  Exhibit Description

  31.1 Certificate of the President and Chief Executive Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2 Certificate of the Executive Vice President and Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1 Certificate of the Chief Executive Officer and the Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

22


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.






Date: November 5, 2008
FIRSTBANK CORPORATION
(Registrant)


/s/ Thomas R. Sullivan
——————————————
Thomas R. Sullivan
President, Chief Executive Officer
(Principal Executive Officer)





Date: November 5, 2008



/s/ Samual G. Stone
——————————————
Samuel G. Stone
Executive Vice President, Chief Financial Officer
(Principal Accounting Officer)

23


EXHIBIT INDEX

Exhibit Description

31.1 Certificate of the Chief Executive Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certificate of the Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certificate of the Chief Executive Officer and the Chief Financial Officer of Firstbank Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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