Edgar Filing: GRAND RIVER COMMERCE INC

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __)

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		Filed by a Party other than the Registrant ¨

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	¨	Preliminary Proxy Statement

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	x	Definitive Proxy Statement

	¨	Definitive Additional Materials

	¨	Soliciting Material Pursuant to §240.14a-12

GRAND RIVER COMMERCE, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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4471 Wilson Avenue SW

Grandville, MI 49418

April 11, 2011

To our Shareholders:

We cordially invite you to attend the Annual Meeting of Shareholders of Grand River Commerce, Inc. to be held at:

The Pinnacle Center

3330 Highland Dr

Hudsonville, MI

May 24, 2011

10:00 a.m. local time

The purpose of the meeting is to consider and vote upon the following:

A proposal to elect three Class I directors of Grand River Commerce, Inc. to serve until the 2014 annual meeting of shareholders; and

A proposal to ratify the selection of Rehmann Robson P.C. as our independent registered public accounting firm for fiscal year ending December 31, 2011.

You may also be asked to consider any other business that may properly come before the annual meeting or any adjournment of the annual meeting.

We have fixed the close of business on March 28, 2011 as the record date for the annual meeting. Accordingly, only shareholders of record as of that date are entitled to notice of, to attend and to vote at, the annual meeting and any adjournment or postponement of the annual meeting.

Our Board of Directors unanimously recommends that shareholders vote “FOR” the election of the directors nominated by our Board and “FOR” the ratification of Rehmann Robson P.C. as our independent registered public accounting firm for fiscal year 2011.

We urge you to review carefully the enclosed proxy statement that describes in detail the matters to be considered at the annual meeting. Whether or not you plan to attend the annual meeting, we encourage you to sign, date and return the enclosed proxy sheet as soon as possible in the enclosed self-addressed, stamped envelope supplied for your convenience. On behalf of our Board of Directors, we appreciate your cooperation and continued support.

We hope you will join us at the 2011 Annual Meeting. We look forward to seeing you there.

Sincerely,

/s/ Robert P. Bilotti
Robert P. Bilotti
President and Chief Executive Officer

Grand River Commerce, Inc.

4471 Wilson Avenue SW

Grandville, MI 49418

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Grand River Commerce, Inc. will be held on May 24, 2011 at the Pinnacle Center at 3330 Highland Dr., Hudsonville, Michigan, at 10:00 a.m. local time, for the following purposes:

To elect three Class 1 directors of Grand River Commerce, Inc. to serve until the 2014 annual meeting of shareholders.

To ratify the selection of Rehmann Robson P.C. as our registered independent public accounting firm for the current fiscal year.

To transact any other business that may properly come before the meeting.

Shareholders of record at the close of business on March 28, 2011 are entitled to notice of and to vote at the meeting and any adjournment thereof.

The following proxy statement and enclosed proxy are being furnished on and after April 11, 2011 to holders of Grand River Commerce, Inc. common stock. Your vote is very important, and you are cordially invited to attend the meeting in person. However, whether or not you expect to attend the meeting in person, we urge you to sign, date and return the enclosed proxy sheet at your earliest convenience. This will ensure the presence of a quorum at the meeting and that your shares are voted in accordance with your wishes. For your convenience, we have enclosed a self-addressed, stamped envelope for the return of your proxy. Your prompt response will help reduce proxy solicitation costs, which are paid for by us. Sending in your proxy will not prevent you from voting your stock at the meeting if you desire to do so, as your proxy is revocable at your option. You may revoke your proxy at any time before it is voted at the meeting in the manner described in the proxy statement.

By Order of the Board of Directors,

/s/ Jerry Sytsma
Jerry Sytsma
Secretary

April 11, 2011/s/

It is important that your shares be represented at the

meeting. Even if you expect to attend the meeting,

PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.

GRAND RIVER COMMERCE, INC.

4471 Wilson Avenue SW

Grandville, MI 49418

ANNUAL MEETING OF SHAREHOLDERS

May 24, 2011

PROXY STATEMENT

Meeting Information

Time and Place of Meeting

You are invited to attend the annual meeting of shareholders of Grand River Commerce, Inc. that will be held on Tuesday, May 24, 2011, at the Pinnacle Center at 3330 Highland Dr., Hudsonville, Michigan, at 10:00 a.m. local time.

This proxy statement and the enclosed proxy are being furnished to you on and after April 11, 2011, in connection with the solicitation of proxies by Grand River Commerce Inc.'s Board of Directors for use at the annual meeting. In this proxy statement, "we," "us," "our," "GRCI" and the "Company" refer to Grand River Commerce, Inc. and "you" and "your" refer to Grand River Commerce, Inc. shareholders.

Purpose of the Meeting

The purpose of the annual meeting is to consider and vote upon the election of our Class 1 directors and ratification of the selection of Rehmann Robson P.C. as our registered independent public accounting firm for the current fiscal year. Your Board of Directors recommends that you vote FOR each of the nominees discussed in this proxy statement and vote FOR the proposed appointment of auditors.

How to Vote Your Shares

You may vote at the meeting if you were a shareholder of record of Grand River common stock on March 28, 2011. You are entitled to one vote per share of Grand River Commerce, Inc. common stock that you own on each matter presented at the annual meeting.

As of March 22, 2011, there were 1,700,120 shares of Grand River Commerce, Inc. common stock issued and outstanding and were held of record by 717 shareholders.

Your shares will be voted at the annual meeting if you properly sign and return to us the enclosed proxy. If you specify a choice, your proxy will be voted as specified. If you do not specify a choice, your shares will be voted for the election of each nominee for director named in this proxy statement and for the ratification of the public accounting firm selection. If other matters are presented at the annual meeting, the individuals named in the enclosed proxy will vote your shares on those matters in their discretion. As of the date of this proxy statement, we do not know of any other matters to be considered at the annual meeting.

You may revoke your proxy at any time before it is exercised by:

•	delivering written notice to the Secretary of Grand River Commerce, Inc.; or
•	attending and voting at the annual meeting.

Who Will Solicit Proxies

Directors, officers and employees of Grand River Commerce, Inc. and Grand River Bank (referred to as the "Bank") will initially solicit proxies by mail. They also may solicit proxies in person, by telephone or by other means, but they will not receive any additional compensation for these efforts. Nominees, trustees and other fiduciaries who hold stock on behalf of beneficial owners of Grand River Commerce, Inc. common stock may communicate with the beneficial owners by mail or otherwise and may forward proxy materials to and solicit proxies from the beneficial owners. Grand River Commerce, Inc. will pay all expenses related to soliciting proxies.

Required Vote and Quorum

A plurality of the shares voting at the annual meeting is required to elect directors. This means that if there are more nominees than director positions to be filled, the nominees for whom the most votes are cast will be elected. In counting votes on the election of directors, abstentions, broker non-votes and other shares not voted will not be counted as voted, and the number of shares of which a plurality is required will be reduced by the number of shares not voted.

The ratification of the selection of Rehmann Robson P.C. as our independent auditors for the current fiscal year will be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of ratification. Abstentions, broker non-votes and other shares that are not voted on the proposal in person or by proxy will not be included in the vote count to determine if a majority of shares voted in favor of this proposal.

A majority of the shares entitled to vote at the annual meeting must be present or represented at the meeting to constitute a quorum. If you submit a proxy or attend the meeting in person, your shares will be counted towards the quorum, even if you abstain from voting on some or all of the matters introduced at the meeting. Broker non-votes also count for quorum purposes.

Election of Directors

The Board of Directors presently consists of nine individuals divided into three classes. Each class of directors is equal in number and serves for a three-year term of office. The term of office of one class of directors expires at the annual meeting each year.

The Board of Directors proposes that the following nominees be elected as Class 1 directors for terms expiring at the annual meeting of shareholders to be held in 2014:

David H. Blossey

Roger L. Roode

Messrs. Blossey and Roode currently serve as directors of Grand River Commerce, Inc. Mr. Richard J. Blauw, Jr. is not standing for re-election. The persons named in the enclosed proxy intend to vote for the election of the two nominees listed. The proposed nominees are willing to be elected and serve as directors. If a nominee is unable to serve or is otherwise unavailable for election - which we do not anticipate - the incumbent Board of Directors may or may not select a substitute nominee. If a substitute nominee is selected, your proxy will be voted for the person so selected. If a substitute nominee is not selected, your proxy will be voted for the election of the remaining nominees. No proxy will be voted for a greater number of persons than the number of nominees named.

Grand River Commerce Inc.'s Board of Directors

Proposal 1:

Nominees for Election as Directors with Terms Expiring in 2014

Name	Age	Principal Occupation During Past Five Years
David H. Blossey	56	President and Chief Executive Officer of the Bank; Community Bank President for Chemical Bank.
Roger L. Roode	70	Chairman and CEO of ABFS Insurance Agency.

Your Board of Directors Recommends that You

Vote FOR the Election of All Nominees as Directors

Continuing Directors with Terms Expiring in 2012

Name	Age	Principal Occupation During Past Five Years
Cheryl M. Blouw	64	Retired. Former Vice President-Retail Banking Fifth Third Bank.
David K. Hovingh	44	President and owner of Hovingh Concrete.

Continuing Directors with Terms Expiring in 2013

Name	Age	Principal Occupation During Past Five Years
Robert P. Bilotti	46	President and CEO of the Company; SVP Sales and Development for Cendant Corporation.
Jeffrey Elders	42	Partner in the CPA firm of VanderLugt, Mulder, Elders and DeVries.
Jerry Sytsma	40	Manager for Mitsubishi Caterpillar Forklift.

Director Qualifications

Most members of our Board have worked for all or substantial parts of their careers in West Michigan and have significant knowledge of the markets that we serve and ties to local community and business leaders. Below is additional information about the qualifications of our Directors.

Robert P. Bilotti		Director since 2007

During the past five years, Mr. Bilotti’s principal occupation has been President & CEO of the Company and Chairman of the Board for the Company and the Bank. Prior to the opening of the Bank, Mr. Bilotti founded Grand River Commerce, Inc. and developed plans for the start-up and opening of the Bank as well as the capitalization of the Company. Mr. Bilotti’s background includes the practice of law and as a senior executive for a Fortune 100 Company as SVP Sales and Development for Cendant Corporation. Mr. Bilotti’s former experience as an attorney, as well as his leadership skills, executive management and business development, are the basis for the Board concluding that Mr. Bilotti should continue serving on the Board.

David H. Blossey		Director since 2007

Since 2007, Mr. Blossey’s principal occupation has been President & CEO of Grand River Bank which opened in April 2009. Prior to the opening of the Bank, Mr. Blossey worked on the start-up and opening of the Bank and capitalization of the Company. Prior to joining the Company, Mr. Blossey worked in Banking as a Community Bank President for Chemical Bank. It is because of his 30 years of banking experience including the opening of another de novo bank, that the Board has concluded that Mr. Blossey should continue serving on the Board.

Cheryl M. Blouw		Director since 2007

For the past five years, Ms. Blouw has been retired but is involved as a board member of several non-profit organizations in the community. Prior to retiring Ms. Blouw worked as Vice President-Retail Banking for Fifth Third Bank. It is because of her years of banking experience, involvement in the community and knowledge of the market served by the Bank that the Board has concluded that Ms. Blouw should continue serving on the Board.

Jeffrey Elders		Director since 2007

For the past five years, Mr. Elders has been employed as a partner of VanderLugt, Mulder, Elders & DeVries, an accounting firm in Grandville, MI. Mr. Elders has been a Certified Public Accountant since 1992. His accounting experience, involvement in the community and knowledge of the market served by the Bank enhance his ability to serve as a director. Accordingly, the Board has concluded that Mr. Elders should continue serving on the Board.

David K. Hovingh		Director since 2007

For the past five years, Mr. Hovingh has been employed as president and owner of Hovingh Concrete. His business experience and involvement in the community provides him with a useful appreciation of the market served by the Bank. As such, the Board has concluded that Mr. Hovingh should continue serving on the Board.

Roger L. Roode		Director since 2007

For the past five years, Mr. Roode has been employed as chairman and CEO of ABFS Insurance Agency, Inc. It is because of his business, banking and insurance experience, involvement in the community and knowledge of the market served by the Bank that the Board has concluded that Mr. Roode should continue serving on the Board.

Jerry Sytsma		Director since 2007

For the past five years, Mr. Sytsma has been employed as a manager for Mitsubishi Caterpillar Forklift, a manufacturer of industrial equipment. It is because of his business experience and relationships with other small to medium-sized business owners, involvement in the community and knowledge of the market served by the Bank that the Board has concluded that Mr. Sytsma should continue serving on the Board.

Executive Officers who are not Directors

Elizabeth C. Bracken (age 48) is Chief Financial Officer of Grand River Commerce and Senior Vice President, Chief Financial and Chief Operating Officer of the Bank and Secretary of the Bank. She has 23 years of bank accounting and operational experience. Ms. Bracken joined Grand River Commerce in 2007, before its initial public offering. Prior to joining the Company, she served as Vice President, Chief Financial Officer of Select Bank and began her banking career with FMB-First Michigan Bank. She is a graduate of Grand Valley State University. Ms. Bracken is involved in the community and is the president of a local charitable organization that provides bicycles to children in need.

Mark A. Martis (age 46) is Senior Vice President, Chief Lending Officer of the Bank. He has 24 years of banking experience. Mr. Martis joined Grand River Commerce in 2008, before its initial public offering. Prior to joining the Company, he served as Vice President, Business Banking Area Manager at Fifth Third Bank. Before Fifth Third Bank he served as a Vice President, Commercial Lender at Byron Center State Bank for approximately 10 years. He is a graduate of the School Of Business at Ferris State University. Mr. Martis is involved with several local charities including teaching lessons for Junior Achievement at a local area Middle School classroom

Proposal 2:

Ratification of Selection of Independent Registered Public Accounting Firm

Grand River Commerce Inc.'s Audit Committee has approved the selection of Rehmann Robson P.C. as the Company's independent registered public accounting firm to audit the financial statements of Grand River Commerce, Inc. and its subsidiaries for 2011, and to perform such other appropriate accounting services as may be approved by the Audit Committee. The Audit Committee and the Board of Directors propose and recommend that shareholders ratify the selection of Rehmann Robson P.C. to serve as the Company's independent auditors for the year ending December 31, 2011.

More information concerning the relationship of the Company with its independent auditors appears below under the headings "Audit Committee," "Independent Registered Public Accounting Firm," and "Audit Committee Report."

If the shareholders do not ratify the selection of Rehmann Robson P.C., the Audit Committee will consider a change in auditors for the next year.

Your Board of Directors and Audit Committee, which consists entirely of independent directors, recommend that you vote FOR ratification of the selection of Rehmann Robson P.C. as our independent auditors for 2011.

Corporate Governance

Independence

The Board of Directors has determined that the following 5 of its 7 directors meet the applicable NASDAQ Stock Market ("NASDAQ") standards for independence (including the heightened independence criteria applicable to audit committee members under the NASDAQ and Securities and Exchange Commission ("SEC") independence standards), have no material relationship with Grand River, and therefore are independent:

Cheryl M. Blouw

Jeffrey Elders

David K. Hovingh

Jerry Sytsma

Roger L. Roode

Committees of the Board of Directors

The Board of Directors has established the following three standing committees:

•	Audit Committee

•	Governance and Nominating Committee

•	Compensation Committee

The table below shows each person currently serving as a director, whether the person is an independent director and each committee on which the person serves.

	Independent	Audit	Compensation	Governance
Director	Director(1)	Committee	Committee	Committee
Robert P. Bilotti	No			Member
Richard J. Blauw(2)	Yes	Member
Cheryl M. Blouw	Yes	Member
David H. Blossey	No			Member
Jeffrey Elders	Yes	Member		Member
David K. Hovingh	Yes		Member
Roger L. Roode	Yes		Member	Member
Jerry Sytsma	Yes		Member

(1)	Independent as that term is defined in NASDAQ Stock Market Rules for service on the Board of Directors and each committee on which the director serves.

(2)	Mr. Blauw's term as director expires effective with the date of our annual meeting, May 24, 2011. Mr. Blauw has decided not to stand for re-election and will retire from the Board effective May 24, 2011.

Audit Committee. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and is directly responsible for the appointment, compensation, retention and oversight of the work of the independent public accountants. The Audit Committee oversees the financial reporting and accounting processes of Grand River Commerce, Inc. The Audit Committee reviews their fees for audit and non-audit services and the scope and results of audits performed by them. The Audit Committee also reviews Grand River's internal accounting controls, the proposed form of its financial statements, the results of internal audits and compliance programs, and the results of the examinations received from regulatory authorities. The Audit Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Audit Committee charter can be found in the Investor Relations section of Grand River Bank's website at www.grandriverbank.com.

The audit committee has reviewed and discussed with management and the independent auditors the Company’s audited financial statements for the year ended December 31, 2010. Additionally, the audit committee has received the written disclosures and letter from Rehmann Robson required by the Public Company Accounting Oversight Board, and has discussed with the independent accountant its independence. Based on the review and discussions mentioned in this paragraph, the audit committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

As of the date of this proxy statement, Jeffrey A. Elders (Chairman), Richard J. Blauw, Jr. and Cheryl M. Blouw serve on the Audit Committee. Grand River Commerce, Inc. has designated Mr. Elders as its audit committee financial expert as defined by the SEC. However, Mr. Blauw will not serve on the Audit Committee after his term of Director expires on May 24, 2011. All of the members of the Audit Committee are "independent" directors as defined by the rules of the SEC and the NASDAQ Marketplace Rules. The Audit Committee met four times during 2010.

Governance and Nominating Committee. The Governance and Nominating Committee administers the process of nominations for directorships and coordinates Grand River Commerce's corporate governance initiatives and policies. The Governance and Nominating Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Governance and Nominating Committee charter can be found in the Investor Relations section of Grand River's website at www.grandriverbank.com. As of the date of this proxy statement, Robert P. Bilotti (Chairman), David H. Blossey, Jeffrey A. Elders and Roger L. Roode serve on the Governance and Nominating Committee. Two of the four members of the Governance and Nominating Committee are "independent" directors as defined by NASDAQ Marketplace Rules. The Governance and Nominating Committee met two times during 2010.

The nominating committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the nominating committee members consider and discuss diversity, among other factors, with a view toward the needs of the board of directors as a whole. The nominating committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities or attributes that contribute to board heterogeneity, when identifying and recommending director nominees. The nominating committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee's goal of creating a board of directors that best serves the needs of the company and the interest of its shareholders.

The nominating committee has performed a review of the experiences, qualifications, attributes and skills of the board's current membership, including the director nominees for election to the board of directors and the other members of the board, and believes that the current members of the board, including the director nominees, as a whole possess a variety of complementary skills and characteristics, including the following:

•	successful business or professional experience;

•	various areas of expertise or experience which are desirable to the company's current business, such as financial, general management practices, planning, legal, marketing, technology, banking and financial services;

•	personal characteristics such as character, integrity and accountability, as well as sound business judgment and personal reputation;

•	residence in the bank's service area;

•	willingness and ability to commit the necessary time to fully discharge the responsibilities of board membership to the affairs of the company;

•	leadership and consensus building skills; and

•	a commitment to the success of the company.

The Governance and Nominating Committee will consider director candidates recommended by shareholders, directors, officers, third party search firms and other sources. Shareholders may recommend individual nominees for consideration by the Governance and Nominating Committee by communicating with the committee as described under the heading “Communicating with the Board of Directors” and in accordance with the Company’s bylaws. The Governance and Nominating Committee will ultimately determine whether a shareholder recommendation will result in a nomination under this process. In considering potential nominees, the committee will review all candidates in the same manner, regardless of the source of the recommendation. In evaluating the skills and characteristics required of board members, the committee considers various factors and believes that each candidate should:

•	be chosen without regard to sex, race, religion or national origin;

•	be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;

•	be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

•	possess substantial and significant experience that would be of particular importance to Grand River Commerce, Inc. in the performance of the duties of a director;

•	have sufficient time available to devote to the affairs of Grand River Commerce, Inc. in order to carry out the responsibilities of a director; and

•	have the capacity and desire to represent the balanced, best interests of the shareholders as a whole.

To make a director nomination, a shareholder must send a notice to the Secretary of Grand River Commerce, Inc. that sets forth with respect to each proposed nominee:

(a) the name and address of the nominating shareholder and of the nominee;

(b) the class and number of shares of stock of the corporation which are beneficially owned by such nominating shareholder;

(c) a representation that the nominating shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

(d) a description of all arrangements or understandings between the nominating shareholder and each nominee;

(e) such other information regarding each nominee proposed by such nominating shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated by the Board of Directors; and

(f) the consent of each nominee to serve as director of the corporation if so elected.

You must send this notice to the Secretary not less than 60 days nor more than 270 days prior to the date of notice of an annual meeting and not more than seven days following the date of notice of a special meeting called for election of directors.

Compensation Committee. As of the date of this proxy statement, Jerry Sytsma (Chairman), David K. Hovingh and Roger L. Roode serve on the Compensation Committee. All of the members of the Compensation Committee are “independent” directors as defined by the rules of the SEC and the NASDAQ Marketplace Rules. The Compensation Committee:

•	Administers the equity plans of Grand River Commerce, Inc. that are approved by the Board of Directors;

•	Reviews the administration of and proposed changes to the retirement and benefit plans of Grand River Bank that are approved by the Board of Directors;

•	Makes recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans;

•	Makes any determinations and approvals relating to incentive-based compensation (with the ratification of the Board of Directors) as required to comply with applicable tax laws;

•

While meeting outside of the presence of the Chief Executive Officer, reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those corporate goals and objectives, and determines the compensation of the Chief Executive Officer based on the evaluation; and

•

While meeting outside of the presence of the Chief Executive Officer, determines the long-term incentive component of the compensation of the Chief Executive Officer, taking into consideration Grand River Commerce Inc.'s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to Grand River Commerce Inc.'s Chief Executive Officer in past years.

The Compensation Committee operates pursuant to a written charter, which was adopted by the Board of Directors. A current copy of the Compensation Committee charter can be found in the Investor Relations Section of Grand River Bank's website at www.grandriverbank.com. The Compensation Committee met twice during 2010.

Board Leadership Structure and Role in Risk Oversight

Currently, our Board of Directors has not separated the positions of Chairman of the Board and Chief Executive Officer due to the size and complexity of the Company. Robert Bilotti currently serves in both positions. The Board of Directors is aware of the potential benefits associated with separating the two functions and will continue to review the structure of the Company as it grows in size and complexity. In addition, our Board periodically meets in executive session, without the presence of management.

Our Board of Directors oversees our risk management. The Audit Committee of our Board of Directors evaluates risk on an annual basis using a rolling three-year Internal Audit Risk Matrix. Risk levels in a particular area are rated as low, moderate or high. . Input on the risk factors, recent trends, changing economic factors and regulatory issues are considered and discussed with our internal audit firm, Plante & Moran, PLLC. The scope of each area’s audit work is then determined.

The members of the Audit Committee also discuss various financial reporting and accounting risk factors with our independent registered public accounting firm, Rehmann Robson P.C. The Board of Directors regularly receives reports from the Chairman of the Audit Committee on risk factors, audit findings and related corrective measures.

The Board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through the full Board which has retained responsibility for general oversight of risks. The Board satisfies this responsibility through reports by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Code of Ethics

We expect all of our employees to conduct themselves honestly and ethically, particularly in handling actual and apparent conflicts of interest and providing full, accurate, and timely disclosure to the public.

We have adopted a Code of Ethics that is specifically applicable to our senior management and financial officers, including our principal executive officer, our principal financial officer, and our principal accounting officer and controller. A copy of this Code of Ethics is available on our website at www.grandriverbank.com under Investor Relations.

Board Meetings and Attendance

During 2010, the Grand River Commerce, Inc. Board of Directors held five regular meetings and three special meetings. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and meetings of committees on which they served during the year (during the periods that they served).

Annual Meeting Attendance

Grand River Commerce, Inc. expects all of its directors to attend the annual meeting. In 2010, all directors attended the annual meeting except Roger L. Roode.

Communicating with the Board of Directors

Shareholders and interested parties may communicate with members of Grand River Commerce's Board of Directors by sending correspondence addressed to the Board as a whole, a specific committee, or a specific board member c/o Jerry Sytsma, Secretary, Grand River Commerce, Inc., 4471 Wilson Avenue SW, Grandville, MI 49418. All correspondence will be forwarded directly to the applicable members of the Board of Directors.

Ownership of Grand River Common Stock

Ownership of Grand River Stock by Directors and Executive Officers

The following table sets forth information concerning the number of shares of Grand River Commerce, Inc. common stock held as of February 28, 2011 by each of Grand River Commerce Inc.'s Directors and nominees for Director, each of the named executive officers and all of Grand River Commerce Inc.'s Directors, nominees for Director and executive officers as a group:

	Amount and Nature of Beneficial Ownership of Common Stock (1)
Name of Beneficial Owner	Sole Voting and Dispositive Power		Shared Voting or Dispositive Power (2)		Shares Underlying Unexercised Options		Total Beneficial Ownership		Percent of Class

Robert P. Bilotti(3)		40,795		5,600		5,000		51,395		3.00	%

Richard J. Blauw, Jr. (3)		11,895		16,000		1,667		29,562		1.73	%

David H. Blossey		5,000		-		5,000		10,000		*

Cheryl M. Blouw(3)		30,495		1,100		1,667		33,262		1.94	%

Jeffery Elders(3)		24,645		-		1,667		26,312		1.54	%

David K. Hovingh(4)		27,769		6,350		1,667		35,786		2.09	%

Roger L. Roode(3)		29,695		-		1,667		31,362		1.83	%

Jerry Sytsma(3)		10,795		16,100		1,667		28,562		1.67	%

Total directors, as a group		181,089		45,150		20,002		246,241		13.71	%

Executive Officers who are not directors

Elizabeth C. Bracken		500		1,000		1,000		2,500		*

Mark A. Martis		9,992		1,756		2,000		13,748		*

All directors, nominees for director and executive officers as a group		192,816		47,906		23,002		262,489		14.59	%

*Less than 1%.

(1)

The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person.

(2)

These numbers include shares as to which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses, certain relatives and minor children over whom the listed person may have influence by reason of relationship.

(3)

Includes organizer warrants to acquire 10,795 shares of common stock.

(4)

Includes organizer warrants to acquire 10,796 shares of common stock.

Five Percent Shareholders

The following table presents information regarding the beneficial ownership of our common stock by each person known to us to own beneficially more than 5% of our outstanding shares of common stock as of February 28, 2011.

Name and Address of Principal Shareholder	Number of shares beneficially owned		Percentage of class

Great Midwest Investments, L.L.C.(1) 50 64th Avenue, Suite A Coopersville, Michigan 49404		120,000		6.98	%
Timothy den Dulk(2) 50 64th Avenue, Suite A Coopersville, Michigan 49404		180,000		10.40	%

Notes to beneficial ownership table:

(1) As reported by Great Midwest Investments, LLC ("Great Midwest") in a Schedule 13G/A filed with the SEC on November 17, 2010. Great Midwest reported having sole voting power and sole dispositive power over 120,000 shares.

(2) As reported by Timothy den Dulk in a Schedule 13G filed with the SEC on November 17, 2010. Mr. den Dulk reported having sole voting power and sole dispositive power over 180,000 shares, of which 120,000 shares are beneficially owned by Great Midwest.

Executive Compensation

Summary of Executive Compensation

The following table shows certain information concerning the compensation earned by the Chief Executive Officer and each of Grand River Bank's three most highly compensated executive officers who served in positions other than Chief Executive Officer (together, the "named executive officers") during the fiscal year ended December 31, 2010. No bonuses were paid in 2010 or 2009.

SUMMARY COMPENSATION TABLE ($)

Name and Principal					Option		All Other
Position	Entity	Year	Salary		Awards(1)		Compensation(2)(3)		Total

Robert P. Bilotti Chairman	Grand River Bank / GRCI	2010	$	116,667	$	55,250	$	2,616	$	174,533
President & CEO GRCI	Grand River Bank	2009	$	99,199	$	55,250	$	15,890	$	170,339

David H. Blossey	Grand River Bank	2010	$	175,000	$	55,250	$	15,736	$	245,986
President and CEO	Grand River Bank	2009	$	173,616	$	55,250	$	27,116	$	255,982

Elizabeth Bracken	Grand River Bank	2010	$	93,000	$	11,050	$	572	$	104,622
Chief Financial Officer	Grand River Bank	2009	$	88,843	$	11,050	$	2,663	$	102,556

Mark A. Martis	Grand River Bank	2010	$	110,000	$	22,100	$	8,800	$	140,900
Chief Lending Officer	Grand River Bank	2009	$	109,130	$	22,100	$	7,453	$	138,683

(1)	Refer to Note 10 Common Stock Options in the consolidated financial statements for the relevant assumptions used to determine the valuation of our option awards.

(2)	The 2010 amount includes 401k match and automobile allowance for Mr. Blossey; expense allowance for Mr. Bilotti; 401k match for Ms. Bracken and payment to Mr. Martis for opting out of the Bank health insurance plan and 401k match.

(3)

The 2009 amount includes 401k match and automobile allowance, and insurance premium payments for Mr. Blossey; insurance premium payments and expense allowance for Mr. Bilotti; insurance premium payments and 401k match for Ms. Bracken and payment to Mr. Martis for opting out of the Bank health insurance plan and 401k match.

Employment Contracts

Grand River Bank entered into an employment agreement with Robert P. Bilotti regarding his employment as Chairman of the Board of Directors. The agreement commenced on April 30, 2009, when the Bank opened for business. Under this agreement, Grand River Bank agreed to:

•	pay Mr. Bilotti a salary of $75,000 per year as may be adjusted, less taxes and withholdings, plus possible bonuses;

•	provide Mr. Bilotti with a term life insurance policy;

•	reimburse Mr. Bilotti for all documented business expenses;

•	pay Mr. Bilotti a cash lump-sum payment equal to 199% of his “base amount” as defined in section 280G of the Internal Revenue Code if Mr. Bilotti is terminated, without cause, or quits for "good reason" following a change in control of Grand River Commerce, Inc.;

•	provide Mr. Bilotti with six weeks of vacation per year; and

•	provide Mr. Bilotti with the same health and other employee benefits provided to other executive employees of Grand River and the Bank.

The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the expiration of Mr. Bilotti’s employment.

Subsequent to December 31, 2010, the Company entered into a mutual agreement to discontinue Mr. Bilotti’s salary and allow the employment agreement to prematurely expire effective January 31, 2011. Certain benefits including health and dental insurance will continue to be provided to Mr. Bilotti until July 31, 2011. In addition, Mr. Bilotti will continue to serve as the Chairman of the Board of Directors of the Bank and his employment agreement with the Company will remain in full force and effect. For more information, please see our Current Report on Form 8-K filed on February 4, 2011.

Grand River Commerce, Inc. entered into an employment agreement with Robert P. Bilotti regarding his employment as President and CEO of the Company. The agreement commenced on February 23, 2010 and continues in effect for a period of two years (with certain exceptions). The Board may elect to extend the term of the employment agreement prior to the completion of the two year term. Under this agreement, the Company agreed to:

•	pay Mr. Bilotti a salary of $50,000 per year as may be adjusted, less taxes and withholdings, plus possible bonuses;

•	reimburse Mr. Bilotti for all documented business expenses;

•	pay Mr. Bilotti a cash lump-sum payment equal to 199% of his “base amount” as defined in section 280G of the Internal Revenue Code if Mr. Bilotti is terminated, without cause, or quits for "good reason" following a change in control of Grand River Commerce, Inc.; and

•	provide Mr. Bilotti with the same employee benefits provided to other executive employees of Grand River Commerce, Inc.

The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the expiration of Mr. Bilotti’s employment.

Grand River Bank entered into an employment agreement with David H. Blossey regarding his employment as President and CEO of the Bank. The agreement commenced on April 30, 2009, when the Bank opened for business and continues in effect for a period of three years (with certain exceptions). The Board may elect to extend the term of the employment agreement prior to the completion of the three year term. Under this agreement, Grand River Bank agreed to:

•	pay Mr. Blossey a salary of $175,000 per year as may be adjusted, less taxes and withholdings, plus possible bonuses;

•	provide Mr. Blossey with options to acquire 25,000 shares of common stock at an exercise price of $10.00 per share, exercisable within ten (10) years from the date of grant of the options;

•	provide Mr. Blossey with a term life insurance policy;

•	provide Mr. Blossey with a car allowance;

•	reimburse Mr. Blossey for all documented business expenses;

•	pay Mr. Blossey a cash lump-sum payment equal to 199% of his “base amount” as defined in section 280G of the Internal Revenue Code if Mr. Blossey is terminated, without cause, or quits for "good reason" following a change in control of Grand River Commerce, Inc.;

•	provide Mr. Blossey with four weeks of vacation per year; and

•	provide Mr. Blossey with the same health and other employee benefits provided to other executive employees of Grand River and the Bank.

The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the termination of Mr. Blossey’s employment.

Grand River Bank entered into an employment agreement with Elizabeth C. Bracken regarding her employment as Senior Vice President, Chief Financial Officer of the Bank. The agreement commenced on April 30, 2009, when the Bank opened for business and continues in effect for a period of three years (with certain exceptions). The Board may elect to extend the term of the employment agreement prior to the completion of the three year term. Under this agreement, Grand River Bank agreed to:

•	pay Ms. Bracken a salary of $88,000 per year as may be adjusted, less taxes and withholdings, plus possible bonuses;

•	provide Ms. Bracken with options to acquire 5,000 shares of common stock at an exercise price of $10.00 per share, exercisable within ten (10) years from the date of grant of the options;

•	provide Ms. Bracken with a term life insurance policy;

•	reimburse Ms. Bracken for all documented business expenses;

•	pay Ms. Bracken a cash lump-sum payment equal to 199% of her “base amount” as defined in section 280G of the Internal Revenue Code if Ms. Bracken is terminated, without cause, or quits for "good reason" following a change in control of Grand River Commerce, Inc.;

•	provide Ms. Bracken with four weeks of vacation per year; and

•	provide Ms. Bracken with the same health and other employee benefits provided to other executive employees of Grand River and the Bank.

The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the termination of Ms. Bracken’s employment.

Grand River Bank entered into an employment agreement with Mark A. Martis regarding his employment as Senior Vice President, Chief Lending Officer of the Bank. The agreement commenced on April 30, 2009, when the Bank opened for business and continues in effect for a period of three years (with certain exceptions). The Board may elect to extend the term of the employment agreement prior to the completion of the three year term. Under this agreement, Grand River Bank agreed to:

•	pay Mr. Martis a salary of $110,000 per year as may be adjusted, less taxes and withholdings, plus possible bonuses;

•	provide Mr. Martis with options to acquire 10,000 shares of common stock at an exercise price of $10.00 per share, exercisable within ten (10) years from the date of grant of the options;

•	provide Mr. Martis with a term life insurance policy;

•	reimburse Mr. Martis for all documented business expenses;

•	pay Mr. Martis a cash lump-sum payment equal to 199% of his “base amount” as defined in section 280G of the Internal Revenue Code if Mr. Blossey is terminated, without cause, or quits for "good reason" following a change in control of Grand River Commerce, Inc.;

•	provide Mr. Martis with four weeks of vacation per year; and

•	provide Mr. Martis with the same health and other employee benefits provided to other executive employees of Grand River and the Bank or pay Mr. Martis a portion of the cost of health insurance benefits in any year that Mr. Martis does not participate in the plan..

The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the termination of Mr. Martis’ employment.

401(k) Plan

Our executive officers and all of our other employees are eligible to participate in our 401(k) plan. For 2010, we provided for each eligible participant a matching contribution to the plan. The matching contribution was equal to 100% of the first 3%, and 50% of the next 3%, of the amount of compensation that the participant contributed to the plan. All matching contributions are 100% vested when contributed to the plan. We may also make additional discretionary matching contributions or a discretionary profit-sharing contribution to the plan. We did not make an additional matching or profit-sharing contribution to the plan for 2010. The matching contribution for 2010 was $31,016.

Termination and Change in Control Provisions

Mr. Bilotti’s, Mr. Blossey’s, Ms. Bracken’s and Mr. Martis’ employment agreements provide that after a "change in control," in the event that any of their employment is terminated without cause or any of them chooses to terminate their employment for "good reason," they will be entitled to receive as severance a lump sum amount.

In the event that the Executive elects to terminate their agreement based upon the Change of Control, the Bank shall pay to the Executive, within thirty (30) days of Bank's receipt of a notice of the Executive's election to terminate this Agreement, a cash lump sum payment equal to 1.99 times his or her Base Amount as defined in section 280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Code").

In the event that any compensation payable under the Agreement is determined to be a "parachute payment" subject to the excise tax imposed by Section 4999 of the Code or any successor provision (the "Excise Tax"), the Bank agrees to pay to the Executive an additional sum (the "Gross Up") in an amount such that the net amount retained by the Executive, after receiving both the payment and the Gross Up and after paying: (i) any Excise Tax on the payment and the Gross Up, and (ii) any federal, state, and local income taxes on the Gross Up, is equal to the amount of the payment.

As used in this Agreement, a "Change of Control" shall be deemed to have occurred in each of the following instances:

A reorganization, merger, consolidation or other corporate transaction involving the Bank, in each case, with respect to which the shareholders of the Bank, immediately prior to such transaction do not, immediately after the transaction, own more than fifty percent (50%) of the combined voting power of the reorganized, merged or consolidated bank's then outstanding voting securities; provided, however that a Change of Control shall not be deemed to have occurred upon the formation of a holding company for the Bank if each shareholder of the Bank immediately prior to the formation of the holding company retains substantially the same percentage ownership of the holding company following such formation as he or she owned of the Bank prior the formation.

The sale, transfer or assignment of all or substantially all of the assets of the Bank to any third party.

The acquisition by any individual, entity or "group," within the meaning of Section l3(d)(3) or Section l4( d)(2) of the Exchange Act (a "Person"), of beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act) of voting securities of the Bank where such acquisition causes any such Person to own twenty percent (20%) or more of the combined voting power of the Bank's then outstanding capital stock then entitled to vote generally in the election of directors; provided however, that a Change of Control shall not be deemed to have occurred if a Person becomes the beneficial owner of twenty percent of the combined voting power of the Bank's then outstanding capital stock solely as a result of the repurchase of voting securities by the Bank.

During any period of two consecutive years, the persons who were directors of the Bank immediately before the beginning of the two year period (the "Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors; provided that any individual becoming a director subsequent to the beginning of such two year period whose election, or nomination for election by the Bank's shareholders, was approved by at least two-thirds of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director unless such individual's initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act).

Notwithstanding anything contained herein to the contrary, if Executive's employment is terminated and he or she reasonably demonstrates that such termination was at the request of a third party who has indicated an intention of taking steps reasonably calculated to effect a Change of Control and who effects a Change of Control, or such termination otherwise occurred in connection with, or in anticipation of, a Change of Control which later actually occurs, then for all purposes hereof, a Change of Control shall be deemed to have occurred on the day immediately prior to the date of such termination of his or her employment.

Grand River Commerce has granted certain stock options pursuant to the Employee Stock Incentive Plan that are subject to accelerated full vesting upon a change in control of the Company.

Potential Payments Upon Termination or Change in Control

The following table summarizes the potential payments and benefits payable to each of Grand River's named executive officers upon termination of employment in connection with each of the triggering events set forth in the table below, assuming, in each situation, that the termination of employment took place on December 31, 2010.

Triggering Event and Payments/Benefits	Robert P. Bilotti		David H. Blossey		Elizabeth C. Bracken		Mark A. Martis

Change in Control (1)(2)(3)	$	248,750	$	348,250	$	185,070	$	218,900

Termination(4)	$	125,000	$	175,000	$	93,000	$	110,000

Death		0		0		0		0

(1)

Upon a change in control of Grand River, the executives' outstanding options become fully vested. On December 31, 2010, the closing price of Grand River common stock was below the exercise price for all unexercisable options held by the named executive officers. Accordingly, no value is included in the table for such options.

(2)	The payments and benefits are triggered after certain terminations of employment following a change in control of Grand River, which are discussed under the heading "Termination and Change in Control Provisions."

(3)	The payments under the employment agreements after a change in control are limited by Section 280G of the Code. The amount shown in the table reflects this limitation.

(4)	Assumes termination does not follow a change in control.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options for each named executive officer outstanding as of December 31, 2010.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards
Name	Grant Date	Number of securities underlying unexercised option exercisable		Number of securities underlying unexercised option unexercisable(1)		Option exercise price		Fair Value as of grant date		Option expiration date
Robert P. Bilotti	4/30/2009		5,000		20,000	$	10.00	$	55,250	4/30/2019
David H. Blossey	4/30/2009		5,000		20,000	$	10.00	$	55,250	4/30/2019
Elizabeth C. Bracken	4/30/2009		1,000		4,000	$	10.00	$	11,050	4/30/2019
Mark A. Martis	4/30/2009		2,000		8,000	$	10.00	$	22,100	4/30/2019

(1)	The following table sets for the vesting dates for unvested option awards to each named executive officer as of December 31, 2010:

Executive Officer	Vesting Date	Number
		of
		Options
		Vesting
Robert P. Bilotti	4/30/2011		5,000
	4/30/2012		5,000
	4/30/2013		5,000
	4/30/2014		5,000
David H. Blossey	4/30/2011		5,000
	4/30/2012		5,000
	4/30/2013		5,000
	4/30/2014		5,000
Elizabeth C. Bracken	4/30/2011		1,000
	4/30/2012		1,000
	4/30/2013		1,000
	4/30/2014		1,000
Mark A. Martis	4/30/2011		2,000
	4/30/2012		2,000
	4/30/2013		2,000
	4/30/2014		2,000

Option Exercises

None of the named executive officers exercised any options during 2010.

Pension Benefits

Grand River Bank's named executive officers do not participate in a defined benefit pension plan.

Compensation of Independent Directors

The Company has approved a plan to award each of its independent director’s options to purchase 5,000 shares of common stock at $10.00 per share. The options vest ratably over a three year period. The director’s do not receive any other compensation.

The following table sets forth information on outstanding stock option awards granted to the independent directors of the Company including the number of shares underlying both exercisable and unexercisable portions of each grant as well as the exercise price and the expiration date of each option granted. There were no options granted or exercised in 2010.

Outstanding Equity Awards

Name	Grant Date	Number of securities underlying unexercised option exercisable		Number of securities underlying unexercised option unexercisable(1)		Option exercise price		Fair Value as of grant date		Option expiration date
Richard J. Blauw, Jr.	4/30/2009		1,667		3,333	$	10.00	$	11,050	4/30/2019
Cheryl M. Blouw	4/30/2009		1,667		3,333	$	10.00	$	11,050	4/30/2019
Jeffrey A. Elders	4/30/2009		1,667		3,333	$	10.00	$	11,050	4/30/2019
David K. Hovingh	4/30/2009		1,667		3,333	$	10.00	$	11,050	4/30/2019
Roger L. Roode	4/30/2009		1,667		3,333	$	10.00	$	11,050	4/30/2019
Jerry A. Sytsma	4/30/2009		1,667		3,333	$	10.00	$	11,050	4/30/2019

(1) 1,667 options will become exercisable on April 30, 2011.

Audit Committee Report

The Audit Committee reviews and supervises the Company’s procedures for recording and reporting the financial results of its operations on behalf of the Board of Directors. The Company's management has primary responsibility for the consolidated financial statements and the reporting process, including the systems of internal controls. In fulfilling its supervisory duties, the Audit Committee has reviewed the Company's audited consolidated financial statements for the year ended December 31, 2010 included in the 2010 Annual Report to Shareholders and has discussed those financial statements with the Company’s management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

The Audit Committee has also reviewed with the Company's independent auditors - who are responsible for expressing an opinion on the conformity of those consolidated financial statements with generally accepted accounting principles - the judgments of the independent auditors concerning the quality, not just the acceptability, of the accounting principles and such other matters that are required under generally accepted auditing standards to be discussed with the independent auditors. In addition, the Audit Committee has received from the independent auditors the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, has discussed with them their independence from Grand River Commerce's management and Grand River, and has considered the compatibility of non-audit services with their independence.

After and in reliance on the reviews and discussions described above, the Audit Committee recommended to Grand River Commerce Inc.'s Board of Directors that the audited consolidated financial statements for the year ended December 31, 2010 be included in the Annual Report on Form 10-K for the year then ended to be filed with the SEC.

Respectfully submitted,

Jeffrey A. Elders (Chairman)

Richard J. Blauw, Jr.

Cheryl M. Blouw

Related Matters

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires directors and officers of Grand River and persons who beneficially own more than 10% of the outstanding shares of its common stock to file reports of beneficial ownership and changes in beneficial ownership of shares of common stock with the SEC. SEC regulations require such persons to furnish Grand River with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports received by us or written representations from certain reporting persons that no Forms 5 were required for those persons, we believe that all applicable Section 16(a) reporting and filing requirements were satisfied by such persons from January 1, 2010 through December 31, 2010.

Transactions with Related Persons

Directors, nominees for director and executive officers of Grand River Commerce, Inc. and members of their immediate families were customers of and had transactions with the Bank in the ordinary course of business between January 1, 2010, and December 31, 2010. We anticipate that such transactions will take place in the future in the ordinary course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

Independent Registered Public Accounting Firm

Rehmann Robson P.C. ("Rehmann"), has been selected to serve as the Company’s principal accountant for 2011. Rehmann also served as the Company’s principal accountant for 2010.

Representatives of Rehmann Robson are not expected to attend the annual meeting. If a representative of Rehmann Robson attends the meeting, the representative will have an opportunity to make a statement if he or she desires to do so and will be expected to be available to respond to appropriate questions. In accordance with SEC rules, the Company’s Audit Committee has adopted a Pre-Approval Policy. Under the Pre-Approval Policy, all audit and non-audit services need to be pre-approved by the Audit Committee.

The Pre-Approval Policy permits the Audit Committee to delegate to one or more of its members pre-approval decisions. The member or members to whom such authority is delegated shall report, for informational purposes, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The Audit Committee has identified certain services that do not impair the independence of the independent auditors and granted general pre-approval for those services. All services that do not have general pre-approval must be specifically pre-approved by the Audit Committee. The Audit Committee will periodically set pre-approval fee levels for all services to be provided by the independent auditors. Any proposed services exceeding these levels require specific pre-approval by the Audit Committee.

The Pre-Approval Policy requires the independent auditors to provide detailed back-up documentation, which will be provided to the Audit Committee, regarding specific services to be provided.

Requests or applications to provide services that require separate pre-approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditors and the Chief Executive Officer or Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence. All fees paid to Rehmann Robson for services performed in 2009 and 2010 were pre-approved pursuant to this policy.

Audit Fees. Grand River paid to Rehmann Robson $56,225 during 2010 and $62,550 during 2009 for the audit of Grand River's annual financial statements and review of financial statements included in Grand River's quarterly reports on Form 10-Q, or services that are normally provided by the auditors in connection with statutory and regulatory filings.

Audit-Related Fees. Grand River paid to Rehmann Robson $0 during 2010 and $9,170 during 2009 for assurance and related services that were reasonably related to the performance of the audit or review of Grand River's financial statements and are not reported under "Audit Fees" above.

Tax Fees. Grand River paid to Rehmann Robson $5,700 during 2010 and $2,750 during 2009 for tax compliance, tax advice and tax planning. Tax services included preparing Grand River's federal and state tax returns.

All Other Fees. Grand River paid to Rehmann Robson $650 during 2010 and $0 during 2009 for services other than those services described above. These services included general consultations.

Shareholder Proposals

If you would like a proposal to be presented at the 2012 annual meeting of shareholders and if you would like your proposal to be considered for inclusion in Grand River's proxy statement and form of proxy relating to that meeting, you must submit the proposal to Grand River in accordance with Securities and Exchange Commission Rule 14a-8. Grand River must receive your proposal by December 2, 2011 for your proposal to be eligible for inclusion in the proxy statement and form of proxy relating to that meeting. To be considered timely, any other proposal that you intend to present at the 2012 annual meeting of shareholders must similarly be received by Grand River by December 2, 2011.

Form 10-K Report Available

Grand River's Form 10-K Annual Report to the Securities and Exchange Commission, including financial statements and financial statement schedules, will be provided to you without charge upon written request. Please direct your requests to Ms. Elizabeth Bracken, Chief Financial Officer, Grand River Commerce, Inc., 4471 Wilson Avenue SW, Grandville, MI 49418.

PROXY SOLICITED FOR ANNUAL MEETING

OF SHAREHOLDERS OF GRAND RIVER COMMERCE, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

I hereby appoint Robert P. Bilotti and Jerry A. Sytsma, and either of them, with power of substitution, each to be my attorneys and proxies at the Annual Meeting of Grand River Commerce, Inc. (“Company”), to be held at The Pinnacle Center, located at 3330 Highland Drive, Hudsonville, Michigan, on Tuesday, May 24, 2011 at 10:00 a.m., local time, and any adjournment(s) or postponement(s) thereof, and to vote the number of shares the undersigned would be entitled to vote if personally present upon the following items and to vote according to their discretion on any other matter which may properly be presented for action at said meeting or any adjournment or postponement thereof:

To elect the following persons to serve as Class I directors of the Company to serve until the 2014 annual meeting of shareholders:

David H. Blossey Roger L. Roode

¨ FOR ALL	¨ AGAINST ALL
¨ FOR ALL, EXCEPT FOR THE FOLLOWING:

To ratify the selection of Rehmann Robson P.C. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2011:

¨ FOR

¨ AGAINST

¨ ABSTAIN

If properly executed and returned to the Company, this proxy will be voted in the manner directed herein. If properly executed and returned to the Company with no directions, this proxy will be voted “FOR” all of the proposals listed above. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned. The undersigned also acknowledges receipt of the Notice of the Annual Meeting of Shareholders and the Proxy Statement relating to the meeting.

Please sign your name exactly as it appears on your stock certificate. When shares are held by two or more persons as co-owners, both or all should sign. When signing as attorney, executor, administrator, trustee or guardian or in another fiduciary capacity or representative capacity, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership or limited liability company, please sign in partnership or company name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY


Date


Signature		Signature if held jointly


Print Name		Print Name