Firstbank (FBMI) 11-K Annual report of employee stock purchases

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

_________________

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One):
[x]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. [NO FEE REQUIRED]

For the fiscal year ended December 31, 2003

OR

[   ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
	For the transition period from ______________ to _______________

Commission file number 0-14209

A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Firstbank Corporation Amended and Restated 401(k) Plan

B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

FIRSTBANK CORPORATION
311 Woodworth Avenue
Alma, Michigan 48801

FIRSTBANK CORPORATION
AMENDED AND RESTATED 401(K) PLAN
FINANCIAL STATEMENTS AND SCHEDULES

2

SIGNATURES

        The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Firstbank Corporation Amended and Restated 401(k) Plan have caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRSTBANK CORPORATION AMENDED AND
RESTATED 401(K) PLAN

By: Firstbank Corporation
       Plan Administrator

By: /s/ David L. Miller
      ——————————————
      David L. Miller
      Vice President of Human Resources

Date: June 25, 2004

3

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
Alma, Michigan

FINANCIAL STATEMENTS
December 31, 2003 and 2002

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


FINANCIAL STATEMENTS

     STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

     STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

     NOTES TO FINANCIAL STATEMENTS





SUPPLEMENTAL SCHEDULE


     SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) 1




3

4

5








9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrator of
  Firstbank Corporation Amended and Restated
  401(k) Plan
Alma, Michigan

We have audited the accompanying statements of net assets available for benefits of the Firstbank Corporation Amended and Restated 401(k) Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic 2003 financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the 2003 basic financial statements as a whole.

/s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC

Grand Rapids, Michigan

May 11, 2004

1

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003 and 2002

	2003		2002
ASSETS
Investments, at fair value (Note 4)
Common stock	$	9,821,142	$	9,053,645
Mutual funds		6,199,925		3,211,504
Common collective trust funds		2,654,465		1,824,454
Loans to participants		184,466		147,490
		18,859,998		14,237,093
Receivables
Participant contributions		-		26,687
Employer contribution		2,130		12,716
Other		2,419		3,522
		4,549		42,925
NET ASSETS AVAILABLE FOR BENEFITS	$	18,864,547	$	14,280,018

See accompanying notes to financial statements.

2

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k)
AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2003

Additions to net assets attributed to:
Investment income
Net appreciation in fair value of investments (Note 4)	$	3,352,561
Interest		10,276
Dividends - cash		363,360
Dividends - stock		467,673
		4,193,870
Contributions
Employer		388,716
Participants		826,066
Rollovers from other plans		51,588
		1,266,370
Total additions		5,460,240
Deductions from net assets attributed to:
Benefits paid to participants		871,101
Other expenses		4,610
Total deductions		875,711
Net increase		4,584,529
Net assets available for benefits
Beginning of year		14,280,018
End of year	$	18,864,547

See accompanying notes to financial statements.

3

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

NOTE 1 — DESCRIPTION OF PLAN

The following description of the Firstbank Corporation Amended and Restated 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General: The Plan was established by the plan sponsor, Firstbank Corporation (the Company), effective January 1, 1988. The Plan is a defined contribution plan which covers all employees who are at least 21 years of age and have completed 90 days of service. The Plan has two primary features: a contributory 401(k) portion based on elective contributions from participants in the Plan and Employee Stock Ownership Plan (ESOP) provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions: Elective deferrals by participants under the 401(k) provisions are based on a percentage of their compensation as defined in the Plan agreement which are subject to certain limitations. The Company may, at the sole discretion of the Board of Directors, contribute to each participant’s account a matching contribution which is a percentage of the participant’s elective contribution for the year. For 2003, the Company made matching contributions equal to 70% of the first 6% of the compensation deferred by each 401(k) participant subject to certain limitations as specified in the Plan agreement.

Participant Accounts: Each participant’s account is credited with the participant’s contributions and an allocation of (a) the Company’s contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. Forfeitures of Company matching contributions due to participant termination are used to reduce the Company’s matching contribution. As of December 31, 2003, there were forfeitures totaling $15,207. The benefit to which a participant is entitled is the aggregate of the participant’s deferrals and rollovers and the vested portion of the Company matching and ESOP contributions.

Investment options: Participants may direct, on a quarterly basis, the trustee to invest their elective 401(k) contributions as well as Company matching contributions to the Plan in any of the available investment options. Participants can individually determine their investment options based on desired level of risk and return for all contributions (Company and employee) to the Plan. Participants have the option to invest their contributions (Company and employee) to purchase common stock of Firstbank Corporation. The ESOP portion of the Plan provided for allocation of shares of Firstbank Corporation common stock to certain qualifying employees as provided by the Plan agreement.

Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability while employed.

(Continued)

4

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

NOTE 1 — DESCRIPTION OF PLAN (Continued)

Vesting: Participants are immediately vested in their elective contributions plus actual earnings thereon. The Plan was amended effective December 31, 2002 to allow all participants to become 100% vested in their ESOP contributions as of that date (see Note 8). The participants’ account values attributable to the Company’s remaining contributions are vested according to the following schedule:

Completed Years of Service for Vesting
(as defined in Plan agreement)

1
2
3
4
5
6 Vested Percentage of the
Company's Contribution

0%
20
40
60
80
100

Payment of Benefits: A participant or his or her beneficiary receives the vested portion in the participant’s account in a lump-sum. A participant may receive the portion of his or her account invested in Firstbank Corporation stock as shares of common stock or in cash.

Loan Provisions: The Plan provides that participants can borrow funds against their account balances up to 50% of their vested account balance less the ESOP balance, or $50,000, whichever is less. The loans are secured by the balance in the participant’s account and bear interest rates that range from 6.50% to 13.52%.

Expenses: Substantially all administrative expenses are paid by the Plan sponsor.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment Valuation and Income Recognition: Investments are stated at fair value. Mutual fund shares and Firstbank Corporation common stock are traded on national exchanges and are valued at the last sales price on the date of valuation. Common collective trust funds are stated at fair value, as determined by the trustee, using quoted market prices. Participant loans are valued at cost which approximates fair value. The investment accounts include cash in short-term money market funds, which has been designated to be invested in the common stock or mutual funds.

(Continued)

5

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

Purchases and sale of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

(Continued)

6

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.

Risks and Uncertainties for Investments: The Plan has investments in mutual funds, common collective trust funds, and stocks. These investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participants’ individual account balances.

Payment of Benefits: Benefits are recorded when paid.

Concentration of Credit Risk: At December 31, 2003 approximately 52% of the Plan’s assets were invested in Firstbank Corporation common stock.

NOTE 3 — PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their accounts.

(Continued)

7

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

NOTE 4 — INVESTMENTS

The following presents investments that represent 5% or more of the Plan’s net assets.

	2 0 0 3				2 0 0 2
	Number of Shares or Units		Value		Number of Shares or Units		Value
Firstbank Corporation common
stock - ESOP (allocated)		-	$	-		205,683	$	5,162,654
Firstbank Corporation common		315,184		9,821,142		155,020		3,890,991
ABN AMRO Income Plus Fund		205,529		1,124,934		-		-
American Washington Mutual
Investor "A" Fund		38,267		1,101,267		-		-
PIMCO Total return "A" Fund		105,485		1,132,075		92,401		985,915
ABN AMRO S&P 500 Index Fund		340,971		1,529,531		325,382		1,137,537
ABN Capital Growth "N" Fund		67,335		1,479,292		41,007		741,002
First Eagle Overseas "A" Fund		52,867		960,549		-		-

(Continued)

8

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

NOTE 4 – INVESTMENTS (Continued)

During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $3,352,561 as follows:

Firstbank Corporation common stock	$	363,089
Common collective trust funds		824,065
Mutual funds		2,165,407
	$	3,352,561

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments, is as follows:

	December 31,
	2003		2002
Net assets:
Firstbank Corporation common stock -
ESOP (allocated)	$	-	$	5,162,654
	Year ended December 31, 2003
Changes in net assets:
Transfer to participant directed accounts		5,162,564
	$	5,162,564

NOTE 5 — PARTY-IN-INTEREST TRANSACTIONS

Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. Substantially all professional fees for the administration and audit of the Plan are paid by the Company. Other professional fees related to the investment and administration of the Plan’s assets were paid by

(Continued)

9

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

the Plan. The fees paid by the Plan for these services amounted to $4,610 for the year ended December 31, 2003.

The 315,184 and 360,703 shares of Firstbank Corporation common stock held by the Plan as of December 31, 2003 and 2002 represent approximately 5.8% and 6.7% of the Company’s outstanding shares as of December 31, 2003 and 2002.

(Continued)

10

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

NOTE 5 — PARTY-IN-INTEREST TRANSACTIONS (Continued)

As of December 31, the Plan held the following party-in-interest investments (at fair value):

	2003		2002
Firstbank Corporation common stock	$	9,821,142	$	9,053,645
ABN AMRO S&P 500 Index Fund		1,529,531		1,137,537
ABN AMRO Chicago Capital Money Market Fund		164,059		50,217
ABN AMRO Growth "N" Fund		1,479,292		-
ABN AMRO Balanced "N" Fund		364,288		-
ABN AMRO Income Plus Fund		1,124,934		686,917

Share amounts have been adjusted to reflect the stock dividends received in both 2003 and 2002.

Approximately $258,093 of cash dividends were paid to the Plan by Firstbank Corporation during 2003 based on shares held by the Plan on the dates of declaration. This dividend income is included as dividends in the Statement of Changes in Net Assets Available for Benefits. A stock dividend equal to 5% of the outstanding shares was declared and paid by Firstbank Corporation in 2003. As a result of this stock dividend, Firstbank Corporation issued 15,000.775 additional shares of Firstbank Corporation common stock to the Plan.

NOTE 6 — TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated May 21, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan Administrator believes that the Plan is designed and is currently being administered in accordance with applicable provisions of the IRC.

NOTE 7 – ESOP TERMINATION

By a Firstbank Corporation Board of Directors resolution approved in November 2002, the ESOP features of the Firstbank Corporation Amended and Restated 401(k) Plan were terminated effective December 31, 2002. The ESOP portion of participant accounts which were not fully vested and had not incurred five breaks in service or received a total distribution of the vested amount of the ESOP account became fully vested. The ESOP accounts were distributed to eligible participants in 2003.

11

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002

SUPPLEMENTAL SCHEDULE

12

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003

Attachment to Form 5500, Schedule H, Part IV, Line 4i
Name of plan sponsor: Firstbank Corporation
Employer identification number: 38-2633910
Three-digit plan number: 002

(a)	(b) Identity of Issuer, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value	(d) Cost		(e) Current Value
	Common Stock
*	Firstbank Corporation	315,184 shares of common
		stock		#		$   9,821,142
	Mutual Funds
	Pacific Investment	105,485 shares of PIMCO Total
	Management Company	Return "A" fund		#		1,132,075
*	ABN AMRO	67,335 shares of Growth "N" fund		#		1,479,292
	American Funds	52,867 shares of American    1st Eagle Overseas "A" fund		#		960,549
	Veredus Asset	34,531 shares of Veredus
	Management LLC	Aggressive Growth "N" fund		#		537,275
	American Funds	38,267 shares of American Washington    Mutual Investor "A" fund		#		1,101,287
*	ABN AMRO	32,069 shares of Balanced "N" fund		#		364,288
	State Street Research	11,943 shares of State Street Research    Capital Trust Research Aurora fund		#		461,100
*	ABN AMRO Funds	164,059 shares of Chicago Capital
		Money Market fund		#		164,059
						6,199,925

(Continued)

13

FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2003

Attachment to Form 5500, Schedule H, Part IV, Line 4i
Name of plan sponsor: Firstbank Corporation
Employer identification number: 38-2633910
Three-digit plan number: 002

(a)	(b) Identity of Issuer, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value	(d) Cost		(e) Current Value
	Common Collective Trust Funds
*	ABN AMRO Funds	340,971 shares of ABN AMRO
		S&P 500 Index fund		#	$	1,529,531
*	ABN AMRO Funds	205,529 shares of ABN AMRO
		Income Plus		#		1,124,934
						2,654,465
	Loans
*	Participant loans	Maturing through May 10, 2011
		with interest rates ranging from
		5.00% to 10.00%		#		184,466
					$	18,859,998
*	Party-in-interest
#	Investment is participant directed, therefore historical cost is not required.

14

EXHIBIT INDEX

Exhibit No.

23

99 Description

Consent of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit
is “furnished,” not “filed.”

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in Registration Statement No. 333-20377 on Form S-8 of Firstbank Corporation of our report dated May 11, 2004, which is included in this Annual Report on Form 11-K of Firstbank Corporation Amended and Restated 401(k) Plan for the year ended December 31, 2003.

/s/ Crowe Chizek and Company LLC
Crowe Chizek and Company LLC

Grand Rapids, Michigan
June 25, 2004

EXHIBIT 99

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Solely for the purpose of complying with 18 U.S.C. § 1350, in connection with the Annual Report on Form 11-K (the “Report”) of the Firstbank Corporation (the “Company”) Amended and Restated 401(k) Plan (the “Plan”) for the period ending December 31, 2003, each of the undersigned hereby certifies in his capacity as an officer of the Company that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition of the Plan at the end of such period and the results of operations of the Plan for such period.

/s/ Thomas R. SullivanThomas R. Sullivan
Chief Executive Officer
Dated: June 25, 2004 /s/ Samuel G. StoneSamuel G. Stone
Chief Financial Officer
Dated: June 25, 2004

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.