Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  o

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

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

          The Board of Directors of Valley Ridge Financial Corp. ("Valley Ridge") is furnishing this Prospectus and Proxy Statement and the accompanying form of proxy on or about ________ 2006, as a proxy statement to the shareholders of Valley Ridge to solicit proxies to vote at a special meeting of Valley Ridge's shareholders to be held on ______________, 2006, and at any adjournments thereof. At the special meeting, the shareholders of Valley Ridge will be asked to consider and approve an Agreement and Plan of Merger (the "Plan of Merger") with ChoiceOne Financial Services, Inc. ("ChoiceOne") pursuant to which Valley Ridge would be merged with and into ChoiceOne (the "Merger"). The Plan of Merger has already been approved by ChoiceOne's board of directors and is not required to be submitted to its shareholders for approval.

          This Prospectus and Proxy Statement, when delivered to shareholders of Valley Ridge, is a prospectus of ChoiceOne relating to an offering of ChoiceOne Common Stock, without par value. This offering is made only to the holders of Valley Ridge Common Stock. (See "The Merger")

          If the Merger is consummated, each share of Valley Ridge Common Stock which is outstanding immediately prior to the effective time of the Merger will be converted into 8.5 shares of ChoiceOne Common Stock, subject to payment in cash for fractional shares. Pursuant to the Plan of Merger, Valley Ridge is also permitted and expects to declare a special cash dividend equal to, in the aggregate, $10 million to the Valley Ridge shareholders prior to closing (the "Special Dividend").

          The ChoiceOne Common Stock that will be issued to Valley Ridge's shareholders in connection with the Merger is traded in the over-the-counter bulletin board market. There is no well-established public trading market for ChoiceOne Common Stock and trading activity is infrequent.

          Valley Ridge shareholders should see "Risk Factors" beginning on page ___ for a discussion of factors that they should consider with respect to the ChoiceOne Common Stock offered by this Prospectus and Proxy Statement. Consummation of the Merger is subject to approval of the Plan of Merger by the shareholders of Valley Ridge, regulatory approvals and certain other conditions. (See "The Merger--Conditions to the Merger and Abandonment")

          In the opinion of Donnelly Penman & Partners, the consideration to be offered and received in the Merger is fair, from a financial point of view, to the shareholders of Valley Ridge. (See "The Merger--Fairness Opinion of Donnelly Penman & Partners")

          Your vote is important. Approval of the proposed Merger requires the affirmative vote of a majority of the outstanding shares of Valley Ridge Common Stock. Whether or not you expect to attend the meeting in person, please sign and date the enclosed Proxy and mail it promptly in the enclosed envelope.

          The shares of ChoiceOne Common Stock to be issued in the Merger are not deposits or savings accounts or other obligations of any bank or savings association, and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus and Proxy Statement is dated __________, 2006

AVAILABLE INFORMATION

          ChoiceOne is currently subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended. ChoiceOne has filed a Registration Statement with the Securities and Exchange Commission (the "Commission") relating to the ChoiceOne Common Stock offered in connection with the proposed Merger described in this Prospectus and Proxy Statement. This Prospectus and Proxy Statement does not contain all of the information set forth in the Registration Statement, certain portions of which are omitted in accordance with the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and exhibits thereto for further information about ChoiceOne, Valley Ridge, and their respective securities. The Registration Statement is available at http://www.sec.gov. Valley Ridge shareholders can also obtain copies of all or part of the Registration Statement upon written or oral request directed to Thomas Lampen, Treasurer, ChoiceOne Financial Services, Inc., 109 East Division, Sparta, Michigan 49345, (616) 887-7366. A shareholder making such a request must request the information at least five business days prior to the date they must make their investment decision to ensure timely delivery. Accordingly, the deadline for a Valley Ridge shareholder to make a request is ____________, 2006.

450 W. Muskegon
Kent City, Michigan 49330

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the shareholders of Valley Ridge Financial Corp.:

          A special meeting of shareholders of Valley Ridge Financial Corp. will be held at _____________, on ____________, 2006 at _____ _.m., local time, for the following purposes:

          1.          To consider and vote upon a proposal to approve an Agreement and Plan of Merger between Valley Ridge Financial Corp. and ChoiceOne Financial Services, Inc.

          2.          To transact such other business as may properly come before the meeting.

          The Board of Directors has established the close of business on ___________, 2006, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and any adjournment thereof. Shareholders of Valley Ridge are entitled to assert dissenters' rights under the Michigan Business Corporation Act ("MBCA") with respect to the Merger as provided in and in compliance with the provisions of the MBCA.

________________, 2006

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO
ATTEND THE MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY.

Special Meeting of Shareholders of

VALLEY RIDGE FINANCIAL CORP.
450 W. Muskegon
Kent City, Michigan 49330
(616) 678-5911

To vote to approve
an Agreement and Plan of Merger
involving an Offering of Common Stock, without par value, of

CHOICEONE FINANCIAL SERVICES, INC.

INTRODUCTION AND SUMMARY

Introduction

          ChoiceOne Financial Services, Inc. ("ChoiceOne") and Valley Ridge Financial Corp. ("Valley Ridge") are furnishing this Prospectus and Proxy Statement and the accompanying form of proxy on or about ________________, 2006, to record holders of Valley Ridge common stock, without par value ("Valley Ridge Common Stock"), on ________________, 2006. The board of directors of Valley Ridge is soliciting proxies from its shareholders to vote at a special meeting of Valley Ridge shareholders, to be held on ________________, 2006 at ___________________________ at _______ _.m., and at any adjournments thereof. In this Prospectus and Proxy Statement, ChoiceOne and Valley Ridge are each sometimes referred to as a "Corporation" and collectively as the "Corporations," and the combined surviving corporation is sometimes referred to as the "Combined Organization."

          The purpose of the special meeting of Valley Ridge's shareholders is to consider and vote on approval of the Agreement and Plan of Merger (the "Plan of Merger") attached as Appendix A to this Prospectus and Proxy Statement. The Plan of Merger provides for the merger of Valley Ridge with and into ChoiceOne (the "Merger"). Under the Plan of Merger, each share of Valley Ridge Common Stock that is outstanding immediately prior to the effective time of the Merger will be converted into 8.5 shares of ChoiceOne common stock, without par value ("ChoiceOne Common Stock"), subject to payment in cash for fractional shares. In addition, the Plan of Merger permits Valley Ridge's board of directors to declare a one-time special dividend equal to, in the aggregate, $10,000,000 (the "Special Dividend"). Based upon the 184,495 shares of Valley Ridge Common Stock outstanding as of the date of the Plan of Merger and assuming that all of the 2,045 outstanding stock options for Valley Ridge Common Stock are exercised prior to the record date for the Special Dividend, the Special Dividend would equal approximately $53.60 per share. Each share of ChoiceOne Common Stock that is outstanding immediately prior to the effective time of the Merger will remain outstanding after the Merger. Donnelly Penman & Partners ("Donnelly Penman") has rendered a written opinion that the consideration to be offered and received in the Merger is fair from a financial point of view to the shareholders of Valley Ridge. See "The Merger--Fairness Opinion of Donnelly Penman & Partners." Approval of the Plan of Merger requires the affirmative vote of the holders of a majority of the outstanding shares of Valley Ridge Common Stock. (See "The Merger") It is not anticipated that any other matter will come before the special meeting. A majority of the issued and outstanding shares of Valley Ridge Common Stock represented in person or by proxy is required to constitute a quorum for the transaction of business at the special meeting of Valley Ridge's shareholders. As of June 23, 2006, directors and executive officers of Valley Ridge and their affiliates beneficially owned 29.40% of the outstanding shares of Valley Ridge Common Stock.

          ChoiceOne's board of directors unanimously voted to approve the Plan of Merger at its April 25, 2006, meeting. Valley Ridge's board of directors unanimously voted to approve the Plan of Merger at its April 25, 2006, meeting. (See "Voting and Management Information--Interests of Certain Persons.")

THE BOARD OF DIRECTORS OF VALLEY RIDGE UNANIMOUSLY
RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN OF MERGER.

The Companies

ChoiceOne Financial Services, Inc.
109 East Division
P.O. Box 186
Sparta, Michigan 49345-0186
(616) 887-7366

          ChoiceOne is a Michigan corporation and bank holding company headquartered in Sparta, Michigan. ChoiceOne is the parent company of ChoiceOne Bank ("ChoiceOne Bank"). ChoiceOne Bank is the parent company of ChoiceOne Insurance Agencies, Inc. and ChoiceOne Mortgage Company of Michigan. ChoiceOne Bank also owns a 20% interest in West Shore Computer Services, Inc., a data processing company. ChoiceOne Bank operates 5 banking offices located in Sparta, Rockford, Comstock Park and Cedar Springs, Michigan. At March 31, 2006, ChoiceOne Bank had assets of $247 million, deposits of $191 million, and a net loan portfolio of $181 million, and its assets represented 99% of ChoiceOne's consolidated assets. At March 31, 2006, ChoiceOne, on a consolidated basis, had shareholders' equity of $22 million.

          ChoiceOne and ChoiceOne Bank are engaged in the business of commercial banking and other related activities. ChoiceOne Bank is a full service bank offering customary commercial banking services, which include mortgage banking, commercial and retail loans, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, automated transaction machine services, money transfer services, and safe deposit facilities. ChoiceOne's principal markets for financial services presently are the Michigan communities in which ChoiceOne Bank's offices are located and the areas immediately surrounding those communities.

          ChoiceOne has authorized capital stock consisting of 4,000,000 shares of ChoiceOne Common Stock, of which 1,656,625 shares were issued and outstanding on May 31, 2006, and 100,000 shares of preferred stock, none of which were issued or outstanding as of May 31, 2006. As of May 31, 2006, there were 606 record holders of shares of ChoiceOne Common Stock. ChoiceOne Bank's deposits are insured by the Federal Deposit Insurance Corporation ("FDIC"), subject to applicable limitations. ChoiceOne Bank is a member of the Federal Reserve System.

          Upon consummation of the Merger, ChoiceOne would have approximately 3,242,215 shares issued and outstanding. This is based upon a conversion ratio for Valley Ridge Common Stock (8.5), as applied to the 186,540 shares of Valley Ridge Common Stock outstanding as of May 31, 2006, added to the 1,656,625 shares of ChoiceOne Common Stock outstanding as of May 31, 2006. The actual number of shares outstanding may vary in the event that either ChoiceOne or Valley Ridge issue stock pursuant to the exercise of stock options or if ChoiceOne issues common stock pursuant to its dividend reinvestment plan, or other director or employee benefit plans. ChoiceOne is a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is required to file reports containing financial and certain other information with the Securities and Exchange Commission (the "Commission").

Valley Ridge Financial Corp.
450 W. Muskegon
Kent City, Michigan 49330
(616) 678-5911

          Valley Ridge is a Michigan corporation and bank holding company headquartered in Kent City, Michigan. Valley Ridge is the parent company of Valley Ridge Bank ("Valley Ridge Bank"). Valley Ridge Bank is the parent company of Valley Ridge Mortgage Company, Valley Ridge Financial Services, Inc. and Valley Ridge Realty, Inc. Valley Ridge Bank also owns a 20% interest in West Shore Computer Services, Inc., a data processing company. Valley Ridge Bank operates 9 banking offices located in Kent City, Fremont, Ravenna, Coopersville, Grant, Sparta, Muskegon, Newaygo and White Cloud, Michigan. At March 31, 2006, Valley Ridge had assets of $213.2 million, deposits of $169.1 million, a net loan portfolio of $149.4 million, and shareholders' equity of $21.1 million.

          Valley Ridge and Valley Ridge Bank are engaged in the business of commercial banking and other related activities. Valley Ridge Bank is a full service bank offering customary commercial banking services, which include mortgage banking, commercial and retail loans, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, automated transaction machine services, money transfer services, and safe deposit facilities. Valley Ridge's principal markets for financial services presently are the Michigan communities in which Valley Ridge Bank's offices are located and the areas immediately surrounding those communities.

          Valley Ridge has authorized capital stock consisting of 1,500,000 shares of Valley Ridge Common Stock, of which 184,803 shares were issued and outstanding on July 6, 2006. As of July 6, 2006, there were 283 record holders of shares of Valley Ridge Common Stock. Valley Ridge Bank's deposits are insured by the FDIC, subject to applicable limitations. Valley Ridge Bank is a member of the Federal Reserve System.

Summary of Certain Aspects of the Merger

          Valley Ridge shareholders should consider the following summary in conjunction with the more detailed information appearing elsewhere in this Prospectus and Proxy Statement. See "The Merger."

          Background of the Merger. In late 2005, Richard L. Edgar, the President of Valley Ridge, contacted James A. Bosserd, the President of ChoiceOne, to explore the possibility of enhancing shareholder value for both organizations through an affiliation of ChoiceOne and Valley Ridge. Following preliminary discussions between Mr. Edgar and Mr. Bosserd, the board of directors of ChoiceOne submitted a proposal to Valley Ridge under which the two Corporations would merge. Valley Ridge's board of directors determined that ChoiceOne's proposal presented an excellent opportunity for enhancing shareholder value while preserving involvement in the Combined Organization of members of the communities served by Valley Ridge and ChoiceOne. After an exchange of information and preliminary negotiations, ChoiceOne and Valley Ridge entered into the Plan of Merger on April 25, 2006, following approval of the Plan of Merger by their respective boards of directors. ChoiceOne's board of directors and Valley Ridge's board of directors, and their respective representatives, negotiated the conversion ratio and other terms of the Plan of Merger on an arm's-length basis. The boards of directors of both ChoiceOne and Valley Ridge view the proposed Merger as a strategic merger of the two Corporations into the Combined Organization, not a purchase of Valley Ridge by ChoiceOne, and the transaction has been negotiated and structured accordingly.

          Consideration to be Received in the Merger. If the Merger is consummated, Valley Ridge will be merged with and into ChoiceOne. The surviving corporation will be ChoiceOne. The surviving corporation will own Valley Ridge Bank and all of the other assets of Valley Ridge as well as ChoiceOne Bank and all of the assets of ChoiceOne.

          Each share of Valley Ridge Common Stock outstanding at the time the Merger becomes effective will be converted into 8.5 shares of ChoiceOne Common Stock, subject to payment in cash for fractional shares. In the event that the number of shares of Valley Ridge Common Stock is greater than 184,495 for any reason other than as the result of the issuance of up to 2,045 shares of Valley Ridge Common Stock pursuant to the exercise of stock options that existed as of the date of the Plan of Merger, then the conversion ratio shall be adjusted accordingly. In addition, Valley Ridge is permitted under the Plan of Merger to declare a one-time special cash dividend to the Valley Ridge shareholders that equals, in the aggregate, $10,000,000 (the "Special Dividend"). Based upon the 184,495 shares of Valley Ridge Common Stock outstanding on the date of the Plan of Merger and assuming that all of the 2,045 outstanding stock options for Valley Ridge Common Stock are exercised prior to the record date for the Special Dividend, this would equal approximately $53.60 per share.

          Pursuant to the Plan of Merger, both Valley Ridge and ChoiceOne may declare and pay cash dividends upon shares of their common stock quarterly at a rate, in a manner, on dates and with respect to record dates consistent with their respective past practices. However, Valley Ridge is required by the Plan of Merger to adjust the record date for its regularly scheduled dividend with respect to the period in which the Merger will become effective if necessary to assure that Valley Ridge shareholders receive one and only one dividend (besides the Special Dividend) payable in, or with a record date occurring in, the quarter in which the Merger becomes effective.

          ChoiceOne will not issue fractional shares of ChoiceOne Common Stock in the Merger. A Valley Ridge shareholder who would otherwise be entitled to receive a fraction of a share of ChoiceOne Common Stock in the Merger will receive instead an amount of cash determined by multiplying that fraction by $18.00.

          ChoiceOne Common Stock. Holders of ChoiceOne Common Stock are entitled to dividends out of funds legally available for that purpose when, as, and if declared by the board of directors. Each holder of ChoiceOne Common Stock is entitled to one vote for each share held on each matter submitted for shareholder action. ChoiceOne Common Stock has no preemptive rights, cumulative voting rights, conversion rights or redemption provisions.

          In the case of any liquidation, dissolution or winding up of the affairs of ChoiceOne, holders of ChoiceOne Common Stock will be entitled to receive, pro rata, any assets distributable to common shareholders in proportion to the number of shares held by them.

          All outstanding shares of ChoiceOne Common Stock are, and shares to be issued pursuant to the Merger will be, when issued, fully paid and nonassessable.

          ChoiceOne's Restated Articles of Incorporation and Bylaws, as well as the Michigan Business Corporation Act (the "MBCA"), contain provisions designed to protect shareholders' rights, which could have an effect of delaying, deferring or preventing a change in control of ChoiceOne, including without limitation the classification of ChoiceOne's board of directors into three classes, with each class serving a staggered, three-year term. (See "The Merger--Provisions Affecting Control of ChoiceOne.")

          Fairness Opinion. The board of directors of Valley Ridge has engaged Donnelly Penman to render its opinion on the consideration to be received in the Merger. Donnelly Penman has rendered an opinion to the effect that the consideration to be offered and received in the Merger is fair from a financial point of view to the shareholders of Valley Ridge. The opinion of Donnelly Penman is attached as Appendix B to this Prospectus and Proxy Statement. For a more detailed description of this opinion, see "The Merger--Fairness Opinion of Donnelly Penman & Partners."

          Consummation of the Merger. Consummation of the Merger is subject to certain conditions, including among others that the shareholders of Valley Ridge approve the Plan of Merger, that necessary regulatory approvals be obtained, that no proceeding seeking to prevent the Merger be pending or threatened, that ChoiceOne and Valley Ridge obtain various ancillary certificates, opinions and agreements, and that holders of not more than 10% of the outstanding shares of Valley Ridge Common Stock shall have asserted dissenters' rights with respect to their shares under Section 762 of the MBCA. At any time prior to the effective time of the Merger, the boards of directors of ChoiceOne and Valley Ridge may by mutual consent abandon the Merger. In addition, for certain specified reasons the board of directors of either ChoiceOne or Valley Ridge may abandon the Merger. (See "The Merger--Conditions to the Merger and Abandonment.")

          It is expected that the closing of the Merger will occur, and the Merger will become effective, on or before November 30, 2006.

          Vote Required. Pursuant to the MBCA, the vote of the shareholders of ChoiceOne is not required to approve the Plan of Merger. Pursuant to the MBCA, the affirmative vote of the holders of a majority of the outstanding shares of Valley Ridge Common Stock is required to approve the Plan of Merger. The board of directors of Valley Ridge has fixed ____________, 2006, as the record date (the "Record Date") for purposes of determining those shareholders who will be entitled to vote at the special meeting of Valley Ridge shareholders to be held on ____________, 2006. Each share of Valley Ridge Common Stock will entitle the holder of record on the Record Date to one vote on each matter submitted for shareholder action at the shareholders' meeting. As of June 23, 2006, Valley Ridge's directors and executive officers and their affiliates held 29.40% of the outstanding shares of Valley Ridge Common Stock. (See "Voting and Management Information--Interests of Certain Persons.") Therefore, if all directors and executive officers of Valley Ridge and their affiliates vote the shares beneficially owned by them in favor of approval of the Plan of Merger, the affirmative vote of only an additional 20.61% of the outstanding shares of Valley Ridge Common Stock would be required to approve the Plan of Merger.

          As of the Record Date for the special meeting of Valley Ridge shareholders, there were _______ shares of Valley Ridge Common Stock outstanding held by ____ shareholders of record.

          Regulatory Approvals. Completion of the Merger is subject to the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The Merger cannot be completed for a period of 30 days after the date of the Federal Reserve Board's final approval unless the Department of Justice shortens this period to 15 days. During this period, the United States Department of Justice may review the competitive effects of the Merger to determine whether it will take action to block the Merger. The applications to obtain such approval have been filed with the Federal Reserve Board as of the date of this Prospectus and Proxy Statement. Although we do not know of any reason why we could not obtain these regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them.

          Dissenters' Rights. Under the provisions of Section 762 of the MBCA, any Valley Ridge shareholder may dissent from the proposed Merger and be paid the "fair value" of his or her shares if the Plan of Merger is approved by the shareholders of Valley Ridge and the proposed Merger is completed by complying with the procedures set forth in Sections 761 through 774 of the MBCA. To be entitled to payment of the fair value of shares of Valley Ridge Common Stock, a shareholder of Valley Ridge must not vote for approval of the Plan of Merger at the special meeting of shareholders and must deliver written notice of dissent to Valley Ridge at or before the special meeting. A shareholder may not dissent as to less than all of the shares of Valley Ridge Common Stock beneficially owned by him or her. A dissenting shareholder must also submit a written demand for payment, accompanied by certain representations and his or her stock certificates, to Valley Ridge within 30 days (or such longer period up to 60 days as may be permitted by the applicable Corporation) after notice is given to the shareholder of approval of the Plan of Merger. See "Rights of Dissenting Shareholders." If dissenters' rights are asserted with respect to more than 10% of the outstanding shares of Valley Ridge Common Stock, either Corporation may terminate the Plan of Merger and abandon the Merger. Shareholders of Valley Ridge who do not want to vote in favor of approval of the Plan of Merger, but who also do not wish to perfect dissenters' rights pursuant to the MBCA, would continue to have the ability to sell their shares in the open market until the Merger becomes effective if approved.

          Shareholders of Valley Ridge who would like to assert dissenters' rights may send a written notice of dissent to Mr. Richard L. Edgar, Valley Ridge Financial Corp., 450 W. Muskegon, Kent City, Michigan 49330.

          Federal Income Tax Consequences. As a condition precedent to consummation of the Merger, ChoiceOne and Valley Ridge must each receive an opinion from ChoiceOne's legal counsel regarding the federal income tax consequences of the Merger. Such opinion of ChoiceOne's counsel must be substantially to the effect, among other matters, that Valley Ridge shareholders will not recognize taxable income by reason of receiving shares of ChoiceOne Common Stock in the Merger (except to the extent of cash received in lieu of fractional shares), and that shares of ChoiceOne Common Stock that Valley Ridge shareholders receive in the Merger will have the same basis and holding period as the respective shares of Valley Ridge Common Stock surrendered in exchange therefor. Cash received by Valley Ridge shareholders from the Special Dividend and in lieu of fractional shares of ChoiceOne Common Stock will be taxable. (See "The Merger--Federal Income Tax Consequences.")

          Accounting Treatment. ChoiceOne expects to account for the Merger under the purchase method of accounting. (See "The Merger--Accounting Treatment.")

Market Value of Shares

          There is no well-established public trading market for either ChoiceOne Common Stock or Valley Ridge Common Stock and trading activity is infrequent. Transactions in ChoiceOne Common Stock and Valley Ridge Common Stock are occasionally effected by individuals on an informal basis. ChoiceOne Common Stock is traded in the over-the-counter bulletin board market. Some transactions are effected through the involvement of local brokerage firms. The prices at which such transactions are effected are only occasionally available to ChoiceOne and Valley Ridge.

          The following table sets forth the price of ChoiceOne Common Stock in the last sale prior to April 26, 2006 (the date of the public announcement of the signing of the Plan of Merger), for which the price was reported to ChoiceOne management, the price of Valley Ridge Common Stock in the last sale prior to April 26, 2006, for which the price was reported to Valley Ridge management, and the estimated value of ChoiceOne Common Stock to be received for each share of Valley Ridge Common Stock on an equivalent per share basis:

______________

          As of May 31, 2006, there were 1,656,625 shares of ChoiceOne Common Stock issued and outstanding held by 606 holders of record. As of May 31, 2006, there were 184,803 shares of Valley Ridge Common Stock issued and outstanding held by 283 holders of record.

Selected Unaudited Financial Data

          The following unaudited table presents selected historical financial information and selected pro forma combined financial information for ChoiceOne and Valley Ridge. This information should be read in conjunction with the historical and pro forma financial statements and notes thereto included elsewhere in this Prospectus and Proxy Statement. The pro forma combined financial information gives effect to the Merger as if the Merger occurred on January 1 of the year presented. The pro forma combined financial information may not be indicative of the results that actually would have occurred if the Merger had been in effect on that date or that may be attained in the future. The pro forma combined financial information has been prepared on the assumption that the Merger will be accounted for under the purchase method of accounting. (See "The Merger--Pro Forma Condensed Combined Financial Statements.")

CHOICEONE FINANCIAL SERVICES, INC. AND VALLEY RIDGE FINANCIAL CORP.
SELECTED UNAUDITED CONSOLIDATED FINANCIAL DATA AND PER SHARE DATA

CHOICEONE FINANCIAL SERVICES, INC. (HISTORICAL)

VALLEY RIDGE FINANCIAL CORP. (HISTORICAL)

PRO FORMA CHOICEONE FINANCIAL SERVICES, INC. AND VALLEY RIDGE FINANCIAL CORP.
COMBINED USING AN 8.5 EXCHANGE RATIO

______________

Comparative Per Share Data

          The following unaudited table sets forth certain historical and pro forma combined per share information for ChoiceOne, and certain historical and equivalent pro forma combined per share information for Valley Ridge. The data is derived from financial statements of ChoiceOne and Valley Ridge included elsewhere in this Prospectus and Proxy Statement. The pro forma combined per share information for ChoiceOne and the equivalent pro forma combined per share information for Valley Ridge are stated as if the Merger had occurred on January 1 of the year presented, giving effect to the proposed transaction under the purchase method of accounting.

CHOICEONE FINANCIAL SERVICES, INC. (HISTORICAL)

VALLEY RIDGE FINANCIAL CORP. (HISTORICAL)

PRO FORMA CHOICEONE FINANCIAL SERVICES, INC. AND VALLEY RIDGE
FINANCIAL CORP. COMBINED USING AN 8.5 EXCHANGE RATIO

PRO FORMA VALLEY RIDGE FINANCIAL CORP. SHARE EQUIVALENT
USING AN 8.5 EXCHANGE RATIO

______________

RISK FACTORS

In addition to the other information included in this Prospectus and Proxy Statement, you should carefully consider the matters described below in determining whether to approve the Plan of Merger.

Risks Associated with the Merger and ChoiceOne Common Stock

Absence of a public trading market.

          ChoiceOne Common Stock is traded in the over-the-counter bulletin board market in occasional transactions. As of the date of this Prospectus and Proxy Statement, there is no well established public trading market for ChoiceOne Common Stock. Even if the Plan of Merger is approved and the Merger is completed, ChoiceOne does not expect an active trading market for ChoiceOne Common Stock to develop.

Because the market price of ChoiceOne Common Stock will fluctuate, you cannot be sure of the market value of the ChoiceOne Common Stock that you will receive in the Merger.

          Upon completion of the Merger, each issued and outstanding share of Valley Ridge Common Stock will be converted into the right to receive 8.5 shares of ChoiceOne Common Stock. There will be no adjustment made to the merger consideration you are entitled to receive as a result of fluctuations in the market price of Valley Ridge Common Stock or ChoiceOne Common Stock. As a result, it is likely that the value of the ChoiceOne Common Stock you receive in the Merger will be different than the value of such shares on the date that you vote to approve the Plan of Merger.

          Stock price changes may result from a variety of factors, including general market and economic conditions, changes in ChoiceOne's business, operations and prospects, and regulatory considerations. Many of these factors are beyond ChoiceOne's control. Accordingly, at the time of the special meeting, you will not necessarily know or be able to calculate the exact value of the shares of ChoiceOne Common Stock you will receive upon completion of the Merger.

Combining the two Corporations may be more difficult, costly, or time-consuming than we expect.

          ChoiceOne and Valley Ridge have operated, and, until completion of the Merger, will continue to operate, independently. It is possible that the integration process for the Merger could result in the loss of key employees or disruption of each Corporation's ongoing business or inconsistencies in standards, procedures and policies that would adversely affect ChoiceOne's ability to maintain relationships with clients and employees or to achieve the anticipated benefits of the Merger. If we have difficulties with the integration process, ChoiceOne might not achieve the economic benefits expected to result from the Merger. As with any merger of banking institutions, the Merger may also result in business disruptions that cause ChoiceOne to lose customers or cause customers to remove their deposits or loans from ChoiceOne Bank and move their business to competing financial institutions.

Regulatory approvals may not be received, may take longer than expected or impose conditions that are not presently anticipated.

          The Merger must be approved by the Federal Reserve Board, which will consider, among other factors, the competitive impact of the Merger, ChoiceOne's financial and managerial resources and the convenience and needs of the communities to be served. As part of that consideration, we expect that the Federal Reserve Board will review capital position, safety and soundness, legal and regulatory compliance matters and Community Reinvestment Act matters. There can be no assurance as to whether these and other regulatory approvals will be received, the timing of those approvals, or whether any conditions will be imposed.

The Plan of Merger limits each Corporation's ability to pursue alternatives to the Merger.

          The Plan of Merger contains provisions that limit each Corporation's ability to discuss competing third-party proposals to acquire all or a significant part of its stock. In addition, each Corporation has agreed to pay the other Corporation a fee of $1,541,625 in the event that the Plan of Merger is not consummated and the paying Corporation enters into certain business transactions with third parties. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of either of the Corporations from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire the Corporation than it might otherwise have proposed to pay.

ChoiceOne's ability to pay dividends is limited and ChoiceOne may be unable to pay future dividends.

          ChoiceOne's ability to pay dividends is limited by regulatory restrictions and the need to maintain sufficient consolidated capital. The ability of ChoiceOne Bank to pay dividends to ChoiceOne is limited by its obligations to maintain sufficient capital and by other general restrictions on its dividends that are applicable to banks. If ChoiceOne or ChoiceOne Bank does not satisfy these regulatory requirements, ChoiceOne will be unable to continue to pay dividends on its common stock.

ChoiceOne may issue additional shares of its common stock in the future, which would dilute your ownership if you did not, or were not permitted to, invest in the additional issuances.

          ChoiceOne's restated articles of incorporation authorize its board of directors, without shareholder approval, to, among other things, issue additional common stock or issue preferred stock. The issuance of any additional shares of common stock could be substantially dilutive to ChoiceOne's Common Stock. Moreover, to the extent that ChoiceOne issues stock appreciation rights, options or warrants to purchase ChoiceOne Common Stock in the future and those stock appreciation rights, options or warrants are exercised, ChoiceOne's shareholders may experience further dilution. Holders of shares of ChoiceOne Common Stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, ChoiceOne's shareholders may not be permitted to invest in future issuances of ChoiceOne Common Stock.

ChoiceOne may issue debt and equity securities, which are senior to ChoiceOne Common Stock as to distributions and in liquidation, which could negatively affect the value of ChoiceOne's Common Stock.

          In the future, ChoiceOne may attempt to increase its capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to all of ChoiceOne's assets, or issuing debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or common stock. In the event of ChoiceOne's liquidation, its lenders and holders of its debt securities would receive a distribution of ChoiceOne's available assets before distributions to the holders of ChoiceOne Common Stock. Because ChoiceOne's decision to incur debt and issue securities in future offerings will depend on market conditions and other factors beyond ChoiceOne's control, ChoiceOne cannot predict or estimate the amount, timing or nature of its future offerings and debt financings. Further, market conditions could require ChoiceOne to accept less favorable terms for the issuance of its securities in the future. Thus, you will bear the risk of ChoiceOne's future offerings reducing the value of your shares of ChoiceOne Common Stock and diluting your interest in ChoiceOne.

Risks Related to ChoiceOne's Business

ChoiceOne's business is subject to the success of the local economies where it operates.

          ChoiceOne's success significantly depends upon the growth in the economy, population, income levels, deposits and housing starts in the West Michigan market. If this market does not grow or if prevailing economic conditions locally or nationally are unfavorable, ChoiceOne's business may not succeed. Adverse economic conditions in West Michigan, including the loss of certain significant employers, could reduce ChoiceOne's growth rate, affect the ability of its customers to repay their loans to ChoiceOne and generally affect ChoiceOne's financial

condition and results of operations. ChoiceOne is less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Moreover, ChoiceOne cannot give any assurance that it will benefit from any market growth or favorable economic conditions in West Michigan if they do occur.

          Any adverse market or economic conditions in Michigan may disproportionately increase the risk that ChoiceOne's borrowers are unable to make their loan payments. In addition, the market value of the real estate securing loans as collateral could be adversely affected by unfavorable changes in market and economic conditions. As of December 31, 2005, approximately 68% of ChoiceOne's loans held for investment were secured by real estate. Of the commercial real estate loans in ChoiceOne's portfolio, approximately 60% represents properties owned and occupied by businesses to which ChoiceOne has extended loans. Any sustained period of increased payment delinquencies, foreclosures or losses caused by adverse market or economic conditions in the State of Michigan could adversely affect the value of ChoiceOne's assets, revenues, results of operations and financial condition.

          Commercial banks and other financial institutions are affected by economic and political conditions, both domestic and international, and by governmental monetary policies. Conditions such as inflation, recession, unemployment, high interest rates, short money supply, scarce natural resources, international disorders, terrorism and other factors beyond ChoiceOne's control may adversely affect profitability.

ChoiceOne may face risks with respect to future expansion and acquisitions or mergers.

          ChoiceOne may seek to acquire other financial institutions or parts of those institutions and may engage in de novo branch expansion in the future. ChoiceOne may also consider and enter into new lines of business or offer new products or services. Acquisitions and mergers involve a number of risks, including:

          ChoiceOne may incur substantial costs to expand, and can give no assurance that such expansion will result in the levels of profits it seeks. There can be no assurance that integration efforts for any future mergers or acquisitions will be successful. Also, ChoiceOne may issue equity securities, including common stock and securities convertible into shares of ChoiceOne Common Stock in connection with future acquisitions, which could cause ownership and economic dilution to its current shareholders. There is no assurance that, following any future mergers or acquisitions, ChoiceOne's integration efforts will be successful or that, after giving effect to any merger or acquisition, ChoiceOne will achieve profits comparable to or better than ChoiceOne's historical experience.

ChoiceOne's recent operating results may not be indicative of its future operating results.

          ChoiceOne may not be able to sustain its historical rate of growth or may not even be able to grow its business at all. In the future, ChoiceOne may not have the benefit of a favorable interest rate environment, a strong residential mortgage market, or the ability to find suitable candidates for acquisition. Various factors, such as economic conditions, regulatory and legislative considerations and competition, may also impede or prohibit ChoiceOne's ability to expand its market presence. If ChoiceOne experiences a significant decrease in its historical rate of growth, ChoiceOne's results of operations and financial condition may be adversely affected due to a high percentage of its operating costs being fixed expenses.

ChoiceOne's continued pace of growth may require it to raise additional capital in the future, but that capital may not be available when it is needed.

          ChoiceOne is required by federal and state regulatory authorities to maintain adequate levels of capital to support its operations. ChoiceOne may at some point need to raise additional capital to support its continued growth. ChoiceOne's ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside ChoiceOne's control, and on its financial performance. Accordingly, if needed, ChoiceOne cannot assure you of its ability to raise additional capital on terms acceptable to ChoiceOne. If ChoiceOne cannot raise additional capital when needed, its ability to further expand its operations through internal growth and acquisitions could be materially impaired.

Changes in interest rates may negatively affect ChoiceOne's earnings and the value of its assets.

          Changes in interest rates may affect ChoiceOne's level of interest income, the primary component of its gross revenue, as well as the level of its interest expense, ChoiceOne's largest recurring expenditure. Market rates have been at historically low levels. Since June 30, 2004, however, the Federal Reserve Board has increased its target federal funds rate 17 times, from 1.00% to 5.25%. While the federal funds rate and other short-term market interest rates, which ChoiceOne uses to guide its deposit pricing, have increased, intermediate and long-term market interest rates, which ChoiceOne uses to guide its loan pricing, have not increased proportionately. This has led to a "flattening" of the market yield curve, which has even "inverted" recently as short-term rates have exceeded long-term rates over an intermediate maturity horizon. The flat yield curve may hurt ChoiceOne's interest rate spread and net interest margin because the interest rates ChoiceOne pays on its deposits may reprice upwards faster than the interest rates that ChoiceOne earns on its loans and investments. If short-term interest rates continue to rise so that the yield curve remains relatively flat or inverts further, ChoiceOne would expect that its net interest spread and net interest margin may continue to compress, which would hurt its net interest income.

          Residential mortgage originations generated $264,000, or 2%, of ChoiceOne's gross revenue for the year ended December 31, 2005. ChoiceOne expects the number of residential real estate loans that it originates to be inversely related to interest rates. Accordingly, a period of rising interest rates would negatively affect ChoiceOne's residential mortgage origination business.

          Changes in the level of interest rates also may negatively affect ChoiceOne's ability to originate real estate loans, the value of ChoiceOne's assets and its ability to realize gains from the sale of its assets, all of which ultimately affect ChoiceOne's earnings. A decline in the market value of ChoiceOne's assets may limit its ability to raise additional capital. As a result, ChoiceOne could be required to sell some of its loans and investments under adverse market conditions or upon terms that are not favorable to ChoiceOne, in order to maintain its liquidity. If those sales are made at prices lower than the amortized costs of the investments, ChoiceOne will incur losses.

ChoiceOne's loan portfolio includes a substantial amount of commercial and industrial loans, which include risks that may be greater than the risks related to residential loans.

          ChoiceOne's commercial and industrial loan portfolio was $48 million at December 31, 2005, comprising 26% of total loans. Commercial and industrial loans generally carry larger loan balances and involve a greater degree of financial and credit risks than home equity loans or residential mortgage loans. Any significant failure to pay on time by ChoiceOne's customers would hurt ChoiceOne's earnings. The increased financial and credit risk associated with these types of loans is a result of several factors, including the concentration of principal in a limited

number of loans and borrowers, the size of loan balances, the effects of general economic conditions on income-producing properties and the increased difficulty of evaluating and monitoring these types of loans. In addition, when underwriting a commercial or industrial loan, ChoiceOne may take a security interest in commercial real estate and, in some instances upon a default by the borrower, ChoiceOne may foreclose on and take title to the property, which may lead to potential financial risk for ChoiceOne under applicable environmental laws. If hazardous substances were discovered on any of these properties, ChoiceOne may be liable to governmental entities or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage. Many environmental laws can impose liability regardless of whether ChoiceOne knew of, or was responsible for, the contamination. Furthermore, the repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate or commercial project. If the cash flow from the project is reduced, the borrower's ability to repay the loan may be impaired. This cash flow shortage may result in the failure to make loan payments. In such cases, ChoiceOne may be compelled to modify the terms of the loan. In addition, the nature of these loans is such that they are generally less predictable and more difficult to evaluate and monitor. As a result, repayment of these loans may, to a greater extent than residential loans, be subject to adverse conditions in the real estate market or economy.

If ChoiceOne's allowance for loan losses is not sufficient to cover actual loan losses, ChoiceOne's earnings could decrease.

          ChoiceOne's loan customers may not repay their loans according to the terms of these loans, and the collateral securing the payment of these loans may be insufficient to assure repayment. ChoiceOne may experience significant loan losses, which could have a material adverse effect on its operating results. Management of ChoiceOne makes various assumptions and judgments about the collectibility of ChoiceOne's loan portfolio, including the creditworthiness of its borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of ChoiceOne's loans. ChoiceOne maintains an allowance for loan losses to cover loan losses that may occur. In determining the size of the allowance, ChoiceOne relies on an analysis of its loan portfolio based on historical loss experience, volume and types of loans, trends in classification, volume and trends in delinquencies and non-accruals, national and local economic conditions and other pertinent information. As ChoiceOne expands into new markets, its determination of the size of the allowance could be understated due to ChoiceOne's lack of familiarity with market-specific factors.

          If ChoiceOne's assumptions are wrong, its current allowance may not be sufficient to cover loan losses, and adjustments may be necessary to allow for different economic conditions or adverse developments in ChoiceOne's loan portfolio. Material additions to ChoiceOne's allowance would materially decrease its net income. ChoiceOne's allowance for loan losses was $2.0 million, $1.7 million and $2.0 million as of December 31, 2005, 2004 and 2003, respectively.

          In addition, federal and state regulators periodically review ChoiceOne's allowance for loan losses and may require ChoiceOne to increase its provision for loan losses or recognize further loan charge-offs, based on judgments different than those of ChoiceOne's management. Any increase in ChoiceOne's allowance for loan losses or loan charge-offs as required by these regulatory agencies could have a negative effect on ChoiceOne's operating results.

Competition from competing financial institutions and other financial service providers may adversely affect ChoiceOne's profitability.

          The banking business is highly competitive and ChoiceOne experiences competition in each of its markets from many other financial institutions. ChoiceOne competes with commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as other super-regional, national and international financial institutions that operate offices in ChoiceOne's primary market areas and elsewhere. In addition, some of the institutions that ChoiceOne competes against are not subject to the same regulatory restrictions as ChoiceOne, and accordingly, may have certain, inherent, cost advantages.

          ChoiceOne competes with these institutions both in attracting deposits and in making loans. Price competition for loans might result in ChoiceOne originating fewer loans, or earning less on its loans, and price competition for deposits might result in a decrease in ChoiceOne's total deposits or higher rates on its deposits. In addition, ChoiceOne has to attract its customer base from other existing financial institutions and from new residents. Many of ChoiceOne's competitors are larger financial institutions. While ChoiceOne believes it can and does successfully compete with these other financial institutions in its primary markets, ChoiceOne may face a competitive disadvantage as a result of its smaller size, lack of geographic diversification and inability to spread its marketing costs across a broader market. Although ChoiceOne competes by concentrating its marketing efforts in its primary markets with local advertisements, personal contacts, and greater flexibility and responsiveness in working with local customers, ChoiceOne can give no assurance that this strategy will be successful.

ChoiceOne is subject to extensive regulation that could limit or restrict its activities.

          ChoiceOne operates in a highly regulated industry and is subject to examination, supervision, and comprehensive regulation by various federal and state agencies. ChoiceOne's compliance with these regulations is costly and restricts certain of its activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. ChoiceOne is also subject to capitalization guidelines established by its regulators, which require ChoiceOne to maintain adequate capital to support its growth.

          The laws and regulations applicable to the banking industry could change at any time, and ChoiceOne cannot predict the effects of these changes on its business and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, ChoiceOne's cost of compliance could adversely affect its ability to operate profitably.

          The Sarbanes-Oxley Act of 2002, and the related rules and regulations issued by the Securities and Exchange Commission that are now applicable to ChoiceOne, have increased the scope, complexity and cost of corporate governance, reporting and disclosure practices.

ChoiceOne's directors and executive officers own a significant portion of its common stock.

          ChoiceOne's directors and executive officers, as a group, beneficially owned approximately 13.67% of outstanding ChoiceOne Common Stock as of May 31, 2006. As a result of their ownership, the directors and executive officers will have the ability, by voting their shares in concert, to significantly influence the outcome of all matters submitted to the ChoiceOne shareholders for approval, including the election of directors. If the Merger is approved, the resulting board of directors will own or control 20.09% of the Combined Organization's outstanding common stock.

GENERAL PROXY INFORMATION

Voting by Proxy

          If a holder of shares of Valley Ridge Common Stock as of the Record Date properly executes and returns a proxy in the enclosed form, the shares represented by that proxy will be voted at the special meeting of Valley Ridge shareholders and at any adjournment of that meeting. If a shareholder specifies a choice, the proxy will be voted in accordance with the shareholder's specification. If no specification is made, the shares represented by the proxy will be voted for approval of the Plan of Merger. Proxies that indicate a vote against approval of the Plan of Merger, if any, will not be used by management of Valley Ridge to vote for any proposed adjournment of the special meeting.

          Valley Ridge's management currently is not aware of any other matter to be presented at the special meeting. If other matters are presented, the shares for which proxies have been received will be voted in accordance with the judgment of the persons named as proxies.

          A shareholder may revoke a proxy at any time prior to its exercise by written notice delivered to the President of Valley Ridge, or by attending and voting in person at the special meeting.

Proxy Solicitation

          The board of directors and management of Valley Ridge will initially solicit proxies by mail. If they deem it advisable, directors, officers, and employees of Valley Ridge may also solicit proxies in person, by telephone or by facsimile without additional compensation. In addition, nominees and other fiduciaries may solicit proxies. Such persons may at the request of Valley Ridge's management mail material to or otherwise communicate with the beneficial owners of shares held by them.

Expenses

          Valley Ridge will pay all expenses incurred in connection with the solicitation of proxies of Valley Ridge shareholders. ChoiceOne will pay all printing expenses and filing fees pertaining to the Registration Statement. ChoiceOne and Valley Ridge will each pay its own fees and expenses incident to preparing for, entering into, and carrying out the Plan of Merger and procuring any necessary approvals, including fees and expenses of its own legal counsel and accountants and postage expenses. If the Merger is abandoned pursuant to Article VII of the Plan of Merger for any reason, the aggregate expenses of both ChoiceOne and Valley Ridge incident to the Merger will be allocated to and paid by each Corporation proportionately to the extent that each Corporation's "book value" relates to the sum of the book values of the Corporations. "Book value" means an amount equal to the difference between the Corporation's total assets and total liabilities as determined from the Corporation's consolidated balance sheet dated as of December 31, 2005, less all dividends and other distributions of cash or property accrued after December 31, 2005. Under certain circumstances involving the termination of the Plan of Merger and a business combination of ChoiceOne or Valley Ridge with any other entity, the party to the Plan of Merger not involved in such business combination would be entitled to a termination fee from the other party. (See "The Merger--Termination Fee after Business Combination.")

Shareholder Proposals

          Valley Ridge is not currently required to comply with the Commission's rules with respect to solicitation of proxies. If the Merger is not completed, Valley Ridge is not expected to be required to comply with those rules in connection with its next annual meeting of shareholders. If the Merger is completed, Valley Ridge will be merged into ChoiceOne, Valley Ridge is not expected to hold any future annual meetings of shareholders, and holders of Valley Ridge Common Stock will become shareholders of ChoiceOne. If a shareholder of ChoiceOne would like a proposal to be presented at the 2007 annual meeting of shareholders and if the shareholder would like the proposal to be considered for inclusion in ChoiceOne's proxy statement and form of proxy relating to that meeting, the shareholder must submit the proposal to ChoiceOne in accordance with Commission Rule 14a-8. ChoiceOne must receive the proposal by December 1, 2006 for the 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 a shareholder intends to present at the 2007 annual meeting of shareholders must similarly be received by ChoiceOne by December 1, 2006.

Vote Required for Approval

          An affirmative vote of the shareholders holding a majority of the outstanding shares of Valley Ridge Common Stock is required to approve the Plan of Merger. For purposes of counting votes on approval of the Plan of Merger, abstentions, broker non-votes and other shares not voted will be counted as voted against the Plan of Merger.

THE MERGER

          The respective boards of directors of ChoiceOne and Valley Ridge have adopted an Agreement and Plan of Merger dated as of April 25, 2006 (the "Plan of Merger").

          The following discussion summarizes the material provisions of the Plan of Merger and aspects of the Merger. This summary discussion does not purport to be a complete description of the Merger and is qualified in its entirety by reference to the Plan of Merger, which is attached as Appendix A to this Prospectus and Proxy Statement and incorporated by reference into this Prospectus and Proxy Statement.

Background of the Merger

          In late 2005, Richard L. Edgar, the President and Chief Executive Officer of Valley Ridge, contacted James A. Bosserd, the President and Chief Executive Officer of ChoiceOne, to explore the possibility of enhancing shareholder value for both organizations through an affiliation of ChoiceOne and Valley Ridge. In March 2006, the board of directors of ChoiceOne submitted a proposal to Valley Ridge under which the two Corporations would merge. Valley Ridge's board of directors determined that ChoiceOne's proposal presented an excellent opportunity for enhancing shareholder value while preserving involvement in the Combined Organization of members of the communities served by Valley Ridge and ChoiceOne. After an exchange of information and preliminary negotiations, ChoiceOne and Valley Ridge entered into the Plan of Merger on April 25, 2006, following approval of the Plan of Merger by their respective boards of directors. ChoiceOne's board of directors and Valley Ridge's board of directors, and their respective representatives, negotiated the conversion ratio and other terms of the Plan of Merger on an arm's-length basis. The boards of directors of both ChoiceOne and Valley Ridge view the proposed Merger as a strategic merger of equals of the two Corporations into the Combined Organization, not a purchase of Valley Ridge by ChoiceOne, and the transaction has been negotiated and structured accordingly.

Reasons for the Merger

          The boards of directors of ChoiceOne and Valley Ridge have each unanimously determined that the proposed Merger is desirable and in the best interests of the respective Corporation and its shareholders. In negotiating the terms of the Plan of Merger and in considering its adoption, each Corporation's board of directors reviewed the financial results and conditions of Valley Ridge and ChoiceOne, the perceived prospects for each in the future, and the business philosophies of Valley Ridge and ChoiceOne.

          The boards of directors of Valley Ridge and ChoiceOne believe the Merger provides the shareholders of the respective Corporation an opportunity to have an interest in a larger and more diversified financial organization. Shareholders of the Combined Organization may enjoy certain benefits associated with the Combined Organization's larger and more diversified asset base and access to a broader range of markets. The Combined Organization's shareholders will, however, also be subject to the risks associated with either ChoiceOne or Valley Ridge in which they have not previously held an interest.

          The boards of directors believe that the Merger will enable the Corporations' subsidiaries to become more effective competitors in their respective markets through access to greater financial and managerial resources. Each Corporation's directors consider this access to be important in light of increased competition from a broader range of financial institutions than has generally been encountered in the banking industry. Each board also believes that the Merger will permit the achievement of certain economies of scale in the areas of administration, regulatory compliance, management and capital formation. The boards of directors did not assign any particular weight to any one of the foregoing factors.

Summary of the Terms of the Merger

          Pursuant to the Plan of Merger, Valley Ridge is soliciting proxies from Valley Ridge shareholders for the purpose of approving the Plan of Merger. The affirmative vote of the holders of a majority of the outstanding shares of Valley Ridge Common Stock is required to approve the Plan of Merger.

          At the time the Merger becomes effective, Valley Ridge will be merged with and into ChoiceOne. The surviving corporation will be ChoiceOne, which will own Valley Ridge Bank and all of the other assets of Valley Ridge. Upon consummation of the Merger, ChoiceOne would have authorized capital stock of 4,000,000 shares of common stock, without par value, of which approximately 3,242,215 shares will be issued and outstanding, and 100,000 shares of preferred stock, none of which will be issued or outstanding. The estimated number of shares of ChoiceOne Common Stock to be outstanding after the Merger was determined by reference to the conversion ratio of 8.5 shares of ChoiceOne Common Stock for each share of Valley Ridge Common Stock, as applied to the 186,540 shares of Valley Ridge Common Stock outstanding as of May 31, 2006, added to the 1,656,625 shares of ChoiceOne Common Stock outstanding as of May 31, 2006. The Restated Articles of Incorporation and Bylaws of ChoiceOne as in effect immediately prior to the effective time of the Merger will be the Restated Articles of Incorporation and Bylaws of the Combined Organization.

          Each share of Valley Ridge Common Stock outstanding at the time the Merger becomes effective will be converted into 8.5 shares of ChoiceOne Common Stock, subject to payment in cash for fractional shares.

          ChoiceOne will not issue fractional shares of ChoiceOne Common Stock in the Merger. A Valley Ridge shareholder who would otherwise be entitled to receive a fraction of a share of ChoiceOne Common Stock in the Merger will receive instead an amount of cash determined by multiplying that fraction by $18.00.

          Each stock option issued by Valley Ridge that has not been exercised and remains outstanding at the time the Merger becomes effective will be converted into the right to receive a cash payment equal to the difference between $153.00 and the applicable stock option exercise price.

          In addition, under the Plan of Merger, Valley Ridge is authorized and expected to declare a special cash dividend to the Valley Ridge shareholders, to be paid after the effective time of the Merger, of an amount equal to, in the aggregate, $10,000,000 (the "Special Dividend"). Based on the number of shares of Valley Ridge Common Stock outstanding as of the date of the Plan of Merger, and assuming that all outstanding Valley Ridge stock options are exercised before the effective time of the Merger, the Special Dividend would equal approximately $53.60 per share of Valley Ridge Common Stock.

Cessation of Shareholder Status and Distribution of ChoiceOne Common Stock

          As of the effective time of the Merger, holders of Valley Ridge Common Stock outstanding immediately prior to the effective time of the Merger will cease to be shareholders of Valley Ridge and will have no rights as Valley Ridge shareholders. Certificates that represented shares of Valley Ridge Common Stock outstanding immediately prior to the effective time of the Merger ("Old Certificates") will then represent the right to receive shares of ChoiceOne Common Stock having all of the voting and other rights of shares of ChoiceOne Common Stock, except for the right to receive dividends (including the Special Dividend) pending surrender of the Old Certificates, and the right to receive cash in lieu of fractional shares, all as provided in the Plan of Merger, and subject to the rights of a dissenting shareholder under the MBCA. (See "Rights of Dissenting Shareholders.") After the effective time of the Merger, Old Certificates will be exchangeable for new stock certificates representing the number of shares of ChoiceOne Common Stock to which such holders will be entitled.

          As soon as practicable after the effective time of the Merger, ChoiceOne will segregate into a separate account the amount of cash payable for the Special Dividend and fractional shares in the Merger. ChoiceOne will add to that account an amount equal to all dividends and other distributions paid with respect to shares to be distributed to Valley Ridge's shareholders pursuant to the Plan of Merger.

          As soon as practicable after the Merger becomes effective, ChoiceOne will send transmittal materials to be used to exchange Old Certificates for stock certificates representing shares of ChoiceOne Common Stock. The transmittal materials will contain instructions with respect to the surrender of Old Certificates.

          Promptly after the receipt of the proper transmittal documents and Old Certificates from a Valley Ridge shareholder, ChoiceOne will issue and deliver new stock certificates to the shareholder. ChoiceOne will issue and deliver certificates in the names and to the addresses appearing on Valley Ridge's stock records as of the effective time of the Merger, or in such other name or to such other address as the holder of record may specify in transmittal documents received by ChoiceOne. ChoiceOne is not required to issue and deliver certificates to a shareholder until it has received all of the Old Certificates held of record by that shareholder, or an affidavit of loss, indemnity bond and payment for such bond in lieu of such certificate or certificates, together with properly executed transmittal materials. Such Old Certificates, transmittal materials and affidavits must be in a form and condition reasonably acceptable to ChoiceOne.

          ChoiceOne will have reasonable discretion to determine the rules and procedures relating to the issuance and delivery of certificates of ChoiceOne Common Stock into which shares of Valley Ridge Common Stock are converted in the Merger and governing the payment for fractional shares.

          The declaration of any dividends on ChoiceOne Common Stock payable to shareholders of record of ChoiceOne as of a record date on or after the effective time of the Merger will include dividends on all shares issuable under the Plan of Merger. However, no former shareholder of Valley Ridge will be entitled to receive a distribution of such dividends until physical exchange of that shareholder's Old Certificates has been effected. Upon physical exchange of that shareholder's Old Certificates, he or she will be entitled to receive from ChoiceOne an amount equal to all such dividends (without interest and less the amount of taxes, if any, which may have been withheld) declared and paid with respect to those shares.

          After the effective time of the Merger, ChoiceOne and Valley Ridge will not transfer on the stock transfer books of Valley Ridge any shares of Valley Ridge Common Stock that were issued and outstanding immediately prior to the effective time of the Merger. If, after the effective time of the Merger, a shareholder properly presents Old Certificates to ChoiceOne, ChoiceOne will cancel and exchange the Old Certificates for stock certificates representing shares of ChoiceOne Common Stock as provided in the Plan of Merger. After the effective time of the Merger, ownership of shares represented by Old Certificates may be transferred only on the stock transfer records of ChoiceOne.

          Each share of ChoiceOne Common Stock outstanding immediately prior to the effective time of the Merger will continue to be outstanding without any change. Each shareholder of ChoiceOne whose shares were outstanding immediately prior to the effective time of the Merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after the effective time of the Merger.

Management After the Merger

          Upon the consummation of the Merger, the board of directors of the Combined Organization will consist of 7 members of each of the boards of directors of ChoiceOne and Valley Ridge immediately prior to the effective time of the Merger. The names of the members of the board of directors of the Combined Organization will be: Richard Edgar, Jerry Arends, Timothy Bull, Gary Gust, Robert Humphreys, Dennis Nelson, Donald VanSingel, James Bosserd, Frank Berris, William F. Cutler, Jr., Stuart Goodfellow, Paul Johnson, Jon Pike and Andrew Zamiara. Richard Edgar shall serve as the chairperson until the Combined Organization's next annual meeting.

The officers of the Combined Organization will be:

Effective Time of the Merger

          The Merger will be consummated on the date and time specified in a certificate of merger filed in accordance with the MBCA. If the shareholders of Valley Ridge approve the Plan of Merger at the special meeting of Valley Ridge shareholders, and the other conditions to the Merger set forth in the Plan of Merger and summarized under "The Merger--Conditions to the Merger and Abandonment" in this Prospectus and Proxy Statement are satisfied, the effective time of the Merger is anticipated to be during the fourth quarter of 2006, provided that the Plan of Merger has not been terminated prior to such time. The Merger may not be consummated until receipt of approval from the Federal Reserve Board or its delegate and expiration of the required waiting period following such approval.

Business of ChoiceOne and Valley Ridge Pending the Merger

          The Plan of Merger also contains covenants to which ChoiceOne and Valley Ridge have agreed. The covenants remain in effect until the effective time of the Merger or until the Plan of Merger has been terminated and include an agreement that each of ChoiceOne and Valley Ridge and their respective subsidiaries will: (i) conduct its business and manage its property only in the usual, regular and ordinary course; (ii) not, except as contemplated by the Plan of Merger, enter into any employment agreement that is not terminable, without cost or penalty, on 60 days' or less notice; (iii) not, except as permitted by the Plan of Merger, issue any capital stock, any security convertible into capital stock, any warrant or option to acquire capital stock, or otherwise alter its capital structure; (iv) not make any material changes in any policies or procedures applicable to the conduct of its business; (v) not sell, mortgage, pledge, encumber or otherwise dispose of any property or assets, except in the ordinary course of business; (vi) except to reelect persons who are then incumbent directors and officers at annual meetings, not increase the number of directors or fill any vacancy on the board of directors or elect or appoint any person to an executive office; (vii) except for certain exceptions listed in the Plan of Merger, not increase the salary or compensation payable to or agree to pay any bonus to any director or officer, or any class or group of employees as a class or group, and not introduce or change any employee benefit plan or program of any kind for the benefit of its employees unless required by law or the Plan of Merger; (viii) not borrow money except in the ordinary course of business; (ix) make no change in its articles of incorporation, charter or bylaws except as effected by the Plan of Merger and the Merger; and (x) take or not take other comparatively immaterial actions.

          Nothing contained in the Plan of Merger will preclude Valley Ridge from declaring and paying cash dividends on Valley Ridge Common Stock quarterly at a rate not to exceed $5.40 per share per year in a manner, on dates, and with respect to record dates consistent with its past practice; provided, that Valley Ridge must adjust the record date for its regularly scheduled dividend with respect to the period in which the Merger becomes effective if necessary to assure that Valley Ridge shareholders receive only one dividend (other than the Special Dividend) payable in the quarter in which the Merger becomes effective with respect to shares of Valley Ridge Common Stock or ChoiceOne Common Stock received in the Merger. In addition, the Valley Ridge board of directors may declare the Special Dividend. The board of directors of Valley Ridge is under no obligation to pay dividends on Valley Ridge Common Stock. Nothing contained in the Plan of Merger will preclude ChoiceOne from declaring and paying cash dividends on ChoiceOne Common Stock quarterly at a rate not to exceed $0.68 per share per year in a manner, on dates, and with respect to record dates consistent with its past practice. The board of directors of ChoiceOne is under no obligation to pay dividends on ChoiceOne Common Stock.

Conditions to the Merger and Abandonment

          The obligations of ChoiceOne and Valley Ridge to consummate the Merger are subject to the fulfillment of certain conditions, including the following:

                    (i)          An affirmative vote of the holders of a majority of the outstanding shares of Valley Ridge Common Stock is required to approve the Plan of Merger.

                    (ii)          The Federal Reserve Board must approve the Merger and the statutory waiting period must have expired.

                    (iii)          ChoiceOne and Valley Ridge must comply with their respective covenants, and their respective representations and warranties must be true in all material respects, each as set forth in the Plan of Merger. (See "The Merger--Business of ChoiceOne and Valley Ridge Pending the Merger.")

                    (iv)          ChoiceOne and Valley Ridge must receive certain opinions of counsel.

                    (v)          ChoiceOne and Valley Ridge must obtain waivers of all material rights and waivers of the loss of all material rights that could be triggered by the change in control of the applicable Corporation resulting from the Merger.

                    (vi)          Neither ChoiceOne nor Valley Ridge must be subject to any order, decree or injunction of a court or agency enjoining or prohibiting the Merger.

                    (vii)          There must not be any suit or proceeding pending or threatened that could result in any liability that could have a material adverse effect on either Corporation and its subsidiaries on a consolidated basis or that challenges the Merger.

                    (viii)          Demands for payment for their shares under Section 762 of the MBCA shall have been made, perfected and not withdrawn by the holders of not more than 10% of the then outstanding shares of Valley Ridge Common Stock.

                    (ix)          Valley Ridge must have received a fairness opinion from Donnelly Penman.

                    (x)          ChoiceOne must have entered into certain employment, retention, non-competition, and/or consulting agreements with certain key employees.

                    (xi)          Other comparatively immaterial conditions.

          Either ChoiceOne or Valley Ridge, whichever is entitled to the benefit of the foregoing conditions, may waive one or more of those conditions except where satisfaction of the condition is required by law. In addition, ChoiceOne's obligations to complete the Merger are subject to Valley Ridge's book value equaling or exceeding $21,058,344. The Plan of Merger contains various other conditions to the respective obligations of ChoiceOne and Valley Ridge that have been satisfied.

          The boards of directors, or duly authorized committees thereof, of ChoiceOne and Valley Ridge may by mutual consent terminate the Plan of Merger and abandon the Merger at any time before the effective time of the Merger.

          Either ChoiceOne or Valley Ridge may terminate the Plan of Merger and abandon the Merger on its own action upon the occurrence of certain events specified in the Plan of Merger, including the following:

                    (i)          ChoiceOne or Valley Ridge discovers that one or more of the other party's representations and warranties is or has become untrue, and the cumulative effect of all such untrue representations and warranties is material to the other party's business, income or financial condition on a consolidated basis.

                    (ii)          ChoiceOne or Valley Ridge commits one or more breaches of any provision of the Plan of Merger which would in the aggregate be material and such breach or breaches are not cured after notice.

                    (iii)          There occurs a materially adverse change in the financial condition of ChoiceOne or Valley Ridge and their respective subsidiaries on a consolidated basis.

                    (iv)          The Merger is not effective on or before March 31, 2007 despite all reasonable efforts by the abandoning corporation, or, in any event the Merger is not effective by June 30, 2007.

                    (v)          A court of competent jurisdiction issues a final unappealable injunction or other judgment restraining or prohibiting completion of the Merger.

                    (vi)          The Federal Reserve Board refuses to approve the Merger.

                    (vii)          An environmental assessment indicates any environmental conditions which are contrary to ChoiceOne's or Valley Ridge's representations and warranties, and the parties are unable to agree on a course of action for further investigation of the environmental condition and/or a mutually acceptable modification to the Plan of Merger, and the environmental condition is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which the Combined Organization and its subsidiaries (after the Merger) would be subject as the owner or operator of the property can be quantified or limited to an immaterial amount; provided, that the abandoning party gives the other party 5 days' written notice of its intent to terminate the Plan of Merger.

                    (viii)          ChoiceOne or Valley Ridge shall have received a bona fide unsolicited offer to enter into a merger or similar business combination that would require the Corporation's board of directors to determine that it is required under applicable law to modify, change or withdraw its recommendation for the Merger and the board of directors has decided to accept such proposal.

                    (ix)          ChoiceOne or Valley Ridge or their respective subsidiaries, or any of their respective directors, officers, employees, investment bankers, representatives, or agents, solicits, encourages, or negotiates with any party other than the other Corporation any proposals, offers, or expressions of interest concerning any tender offer, exchange offer, merger, consolidation, sale of shares, sale of assets, or assumption of liabilities not in the ordinary course, or other business combination involving ChoiceOne or Valley Ridge or any of their respective subsidiaries other than the Merger (a "Business Combination").

                    (x)          Upon the occurrence or nonoccurrence of other comparatively immaterial events.

Termination Fee after Business Combination

          Under certain circumstances involving the acquisition of control of either party to the Plan of Merger by a party other than ChoiceOne or Valley Ridge (an "Unaffiliated Person"), the other party to the Plan of Merger may be entitled to a fee of $1,541,625 from the party that is acquired (the "Acquired Party"). A party is entitled to this fee if: (i) the Plan of Merger is terminated and the Merger is abandoned pursuant to the provisions of the Plan of Merger for any reason; (ii) while the Plan of Merger is in effect: (a) an Unaffiliated Person directly or indirectly acquires control (as defined in the Federal Bank Holding Company Act using 25%) of ChoiceOne or Valley Ridge, or its successor by merger or consolidation, or acquires 25% or more of the consolidated assets of ChoiceOne or Valley Ridge; or (b) the Acquired Party solicits, invites, encourages, negotiates, or enters into an agreement with an Unaffiliated Person to acquire such control or such assets, or publicly announces an intention to do so; and (iii) within one year of the date of termination of the Plan of Merger the Unaffiliated Person acquires such control or such assets.

Description of ChoiceOne Common Stock

          If the Plan of Merger is approved by Valley Ridge's shareholders and the Merger is consummated, ChoiceOne's authorized capital stock will consist of 4,000,000 shares of common stock, without par value ("ChoiceOne Common Stock"), and 100,000 shares of preferred stock. As of May 31, 2006, ChoiceOne had outstanding 1,656,625 shares of ChoiceOne Common Stock and zero shares of preferred stock. If all of Valley Ridge's currently outstanding options are exercised prior to the effective time of the Merger, ChoiceOne expects to issue approximately 1,585,590 shares of ChoiceOne Common Stock in the Merger using a conversion ratio of 8.5. These numbers have been rounded for convenience of presentation.

          ChoiceOne's board of directors is authorized at any time, and from time to time, to provide for the issuance of shares of preferred stock in one or more series, each with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, conversion, optional or other rights, and such qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions providing for the issue of such stock adopted by the board of directors. This authorization includes the right to fix the designation of the series and the number of shares in it, the dividend rate, whether and when shares will be redeemable, the prices at which shares will be redeemable, rights upon liquidation, any sinking fund provisions, any conversion or exchange privileges, voting rights, any restrictions on other series of stock and any other rights, preferences or limitations.

          The issuance of shares of ChoiceOne preferred stock could adversely affect the availability of earnings for distribution to the holders of ChoiceOne Common Stock if the preferred stock provides for cumulative dividends, dividend preferences, conversion rights or exchange, redemption or other similar rights or preferences.

          Holders of ChoiceOne Common Stock are entitled to dividends out of funds legally available for that purpose when, as, and if declared by the board of directors. The board of directors' right to declare dividends will be subject to the rights of any holders of preferred stock or any other stock with superior dividend rights and ChoiceOne's legal ability to make certain other payments. ChoiceOne's board of directors may fix the dividend rights and rates of perferred stock when it is issued. Each holder of ChoiceOne Common Stock is entitled to one vote for each share held on each matter submitted for shareholder action. ChoiceOne Common Stock has no preferences, preemptive rights, cumulative voting rights, conversion rights or redemption provisions.

          In the case of any liquidation, dissolution or winding up of the affairs of ChoiceOne, holders of ChoiceOne Common Stock will be entitled to receive, pro rata, any assets distributable to common shareholders in proportion to the number of shares held by them after an amount has been paid to or set aside for the holders of all shares having priority over the Common Stock. The rights of any ChoiceOne preferred stock will be determined by ChoiceOne's board of directors when those shares are first issued.

          All outstanding shares of ChoiceOne Common Stock are, and shares to be issued pursuant to the Merger will be, when issued, fully paid and nonassessable.

          A number of important provisions of the Restated Articles of Incorporation and Bylaws of ChoiceOne and the MBCA that could affect the rights of holders of shares of ChoiceOne Common Stock are described below. (See "The Merger--Provisions Affecting Control of ChoiceOne, --Comparison of Rights of ChoiceOne Shareholders and Valley Ridge Shareholders to Rights of Shareholders in the Combined Organization, and --Indemnification and Limitation of Liability.")

Provisions Affecting Control of ChoiceOne

          At the effective time of the Merger, the Restated Articles of Incorporation and the Bylaws of ChoiceOne will remain unchanged. Some provisions of ChoiceOne's Restated Articles of Incorporation and/or the MBCA may have an anti-takeover impact and may make tender offers, proxy contests and certain mergers more difficult to complete. Both ChoiceOne and Valley Ridge are currently subject to the provisions of the MBCA, and the Combined Organization will be subject to these provisions after the Merger.

          ChoiceOne's Restated Articles of Incorporation. Article IX of ChoiceOne's Restated Articles of Incorporation contain provisions intended to protect shareholders and prohibit or discourage certain types of hostile takeover activities. This provision requires a supermajority vote of two-thirds of the outstanding and disinterested shares of ChoiceOne Common Stock to approve a Business Combination with an "interested shareholder" unless it has been approved by the board of directors or the offer is in cash (or at the shareholder's option cash and debt) and is either higher than the highest price paid by the "interested shareholder" for prior purchases of ChoiceOne Common Stock or exceeds the fair value as determined by the board of directors, and certain other conditions are met.

          Anti-Takeover Legislation. The MBCA contains provisions intended to protect shareholders and prohibit or discourage certain types of hostile takeover activities. These provisions establish a statutory scheme similar to the supermajority and fair price provisions found in ChoiceOne's Restated Articles of Incorporation and other corporate charters (the "Fair Price Act"). ChoiceOne's Restated Articles of Incorporation opt out of the Fair Price Act.

          Control Share Act. The MBCA establishes procedures governing "control share acquisitions" (the "Control Share Act"). A control share acquisition is defined as an acquisition of shares by an acquirer which, when combined with other shares held by that person or entity, would give the acquirer voting power at or above any of the following thresholds: 20%, 33 1/3% or 50%. Under the Control Share Act, an acquirer may not vote "control shares" unless the corporation's disinterested shareholders vote to confer voting rights on the control shares. The acquiring person, officers of the target corporation, and directors of the target corporation who are also employees of the corporation are precluded from voting on the issue of whether the control shares shall be accorded voting rights. The Control Share Act does not affect the voting rights of shares owned by an acquiring person prior to the control share acquisition.

          The Control Share Act entitles corporations to redeem control shares from the acquiring person under certain circumstances. In other cases, the Control Share Act confers dissenters' rights upon all of a corporation's shareholders except the acquiring person.

          The Control Share Act applies only to an "issuing public corporation." ChoiceOne falls within the statutory definition of an "issuing public corporation" and would continue to do so after the Merger.

          Classified Board. Each of the current boards of directors of both ChoiceOne and Valley Ridge are classified into three classes, with each class serving a staggered, three-year term. The Restated Articles of Incorporation of ChoiceOne after the Merger also would classify the board of directors of ChoiceOne into three classes serving staggered, three-year terms. Classification of the board could have the effect of extending the time during which the existing board of directors could control the operating policies of ChoiceOne even though opposed by the holders of a majority of the outstanding shares of ChoiceOne Common Stock. In addition, under the Restated Articles of Incorporation, directors of ChoiceOne could be removed only for "cause," and then in some cases only upon a super-majority vote of the shareholders. (See "The Merger--Comparison of Rights of ChoiceOne Shareholders and Valley Ridge Shareholders to Rights of Shareholders in the Combined Organization.")

          Board Evaluation of Certain Offers. Article X of ChoiceOne's Restated Articles of Incorporation provides that the board of directors shall not approve, adopt or recommend any offer of any person or entity (other than ChoiceOne) to make a tender or exchange offer for any ChoiceOne Common Stock, to merge or consolidate ChoiceOne with any other entity, or to purchase or acquire all or substantially all of ChoiceOne's assets, unless and until the board has evaluated the offer and determined that it would be in compliance with all applicable laws and that the offer is in the best interests of ChoiceOne. In doing so, the board may rely on an opinion of legal counsel who is independent from the offeror, and/or may test such legal compliance in front of any court or agency that may have appropriate jurisdiction over the matter.

          In making its determination, the board must consider all factors it deems relevant, including but not limited to: (i) the adequacy and fairness of the consideration to be received by ChoiceOne and/or its shareholders, considering historical trading prices of ChoiceOne Common Stock, the price that could be achieved in a negotiated sale of ChoiceOne as a whole, past offers, and the future prospects of ChoiceOne; (ii) the potential social and economic impact of the proposed transaction on ChoiceOne, its employees, customers and vendors; (iii) the potential social and economic impact of the proposed transaction on the communities in which ChoiceOne and its subsidiaries operate or are located; (iv) the financial condition and earnings prospects of the offering party, including any intention to use the assets of ChoiceOne to finance the transaction; and (v) the competence, experience and integrity of management of the offering party. Consideration of these factors may result in ChoiceOne's board of directors rejecting offers that would otherwise be desirable to its shareholders.

          In order to amend, repeal, or adopt any provision that is inconsistent with Article X, at least 66 2/3% of the shareholders, voting together as a single class, must approve the change.

          Nomination of Directors. Under ChoiceOne's Bylaws, all nominations for directors must be delivered to ChoiceOne in writing at least 120 days prior to the date of notice of the annual meeting of shareholders. A nomination that is not received prior to this deadline will not be placed on the ballot. The board believes that advance notice of nominations by shareholders will afford a meaningful opportunity to consider the qualifications of the proposed nominees and, to the extent deemed necessary or desirable by the board of directors, will provide an opportunity to inform shareholders about such qualifications. Although this nomination procedure does not give the board of directors any power to approve or disapprove of shareholder nominations for the election of directors, this nomination procedure may have the effect of precluding a nomination for the election of directors at a particular annual meeting if the proper procedures are not followed.

Comparison of Rights of ChoiceOne Shareholders and Valley Ridge Shareholders to Rights of Shareholders in the Combined Organization

          If the Merger is consummated, a person holding a given percentage of the outstanding shares of ChoiceOne Common Stock or Valley Ridge Common Stock will hold a lesser percentage of the outstanding shares of common stock in the Combined Organization after the Merger. In addition, because the Combined Organization will be a larger entity than either ChoiceOne or Valley Ridge, the universe of financial institutions and other companies that have the resources to acquire the Combined Organization will be smaller than before the Merger.

          ChoiceOne is currently, and will be after the Merger is completed, subject to the informational requirements of the Exchange Act. Valley Ridge is not presently subject to these reporting requirements. Valley Ridge's shareholders will therefore benefit from ChoiceOne's obligation to file periodic reports under the Exchange Act by virtue of the availability of more current and detailed information regarding the Combined Organization than presently exists with respect to Valley Ridge. This benefit will be offset, to a degree, by the costs associated with complying with the Exchange Act, which will be borne by the Combined Organization. The Sarbanes-Oxley Act of 2002 has increased these compliance costs considerably.

          At the effective time of the Merger, the Restated Articles of Incorporation and Bylaws of ChoiceOne will remain unchanged. The corporate affairs of both ChoiceOne and Valley Ridge are governed by the MBCA, and the corporate affairs of the Combined Organization after the Merger will also be governed by the MBCA. Therefore, the rights of shareholders of the Combined Organization under the MBCA after the Merger will not significantly differ from the present rights of shareholders of ChoiceOne and Valley Ridge under the MBCA.

          Removal of Directors and Filling Vacancies. The Restated Articles of Incorporation of ChoiceOne provide that a director may be removed only for "cause." Accordingly, unless otherwise provided by law, a director may only be removed if: (a) he or she has been convicted of a felony and has exhausted all appeals; (b) a final unappealable verdict has been entered against the director by a court of competent jurisdiction for negligence or misconduct in the performance of his or her duties to the corporation in a matter of substantial importance to the corporation; (c) he or she becomes mentally incompetent and such incompetence directly affects his or her ability to serve as a director; or (d) the director's actions or failure to act have been in derogation of his or her duties. In addition, any proposal to remove a director pursuant to (c) or (d) above that is initiated by the board of directors for submission to the shareholders requires the affirmative vote of at least two-thirds of the directors then in office, exclusive of the director who is the subject of the removal action. (See "The Merger--Provisions Affecting Control of ChoiceOne.")

          Vacancies in the board of directors may be filled only by the board of directors, acting by an affirmative vote of a majority of all of the remaining directors. Any vacancy for any newly created directorships resulting from any increase in the number of directors may be filled solely by a majority of the "continuing directors." Any directors so chosen shall hold office until the next election for the class for which the director was chosen and until their respective successors shall be duly elected and qualified or their resignation or removal.

          Amendment or Repeal of the Articles and Bylaws. Under Michigan law, the board of directors need not adopt a resolution setting forth an amendment to the articles of incorporation before the shareholders may vote on it. Unless the articles of incorporation provide otherwise, amendments of the articles of incorporation generally require the approval of the holders of a majority of the outstanding stock entitled to vote thereon, and if the amendment would increase or decrease the number of authorized shares of any class or series, or would adversely affect the

rights, powers, or preferences of such class or series, a majority of the outstanding stock of such class or series also would be required to approve the amendment.

          Certain provisions of the Restated Articles of Incorporation of ChoiceOne require a greater-than-majority vote. First, the affirmative vote of at least 66 2/3% of the outstanding voting stock is required to amend, repeal or adopt any provisions inconsistent with Article VII, which sets forth requirements applicable to nominations, filling of vacancies and removal of members of the board of directors; Article VIII, which opts out of the Michigan Fair Price Act; Article IX, which requires a super-majority vote for certain business combinations; and Article X, which governs the board's evaluation of certain offers.

          The Bylaws of ChoiceOne may be altered, amended or repealed by the vote of the holders of a majority of the shares who are present or represented at a meeting at which a quorum is present. The Bylaws may also be amended by the directors upon a majority vote.

Indemnification and Limitation of Liability

          Limitation of Personal Liability. The MBCA provides that a director or officer of a Michigan corporation shall discharge his or her duties as a director or officer in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the corporation. In discharging these duties, a director or officer is entitled to rely on information, reports, or statements prepared by directors, officers, or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented; legal counsel, accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence; or a committee of the board of which the director or officer is not a member if he or she believes the committee merits confidence. A director or officer is not, however, entitled to rely on the foregoing information if he or she has knowledge that makes such reliance unwarranted. A director or officer who so performs these duties may not be held liable by reason of being or having been a director or officer of the corporation.

          The Restated Articles of Incorporation of ChoiceOne provide that directors shall not have personal liability to ChoiceOne or its shareholders for monetary damages arising out of a breach of fiduciary duty by directors in their capacities as directors. Under Michigan law, liability may not be eliminated for (i) breaches of the duty of loyalty; (ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violations of law; (iii) actions involving approval of various types of illegal distributions or the making of improper loans; (iv) transactions from which an improper personal benefit was obtained; or (v) acts or omissions occurring prior to the time the provision limiting liability became effective. ChoiceOne's Restated Articles of Incorporation are intended to give to the directors of ChoiceOne the full protection against personal liability that is permitted under Michigan law. This provision is designed to promote an environment in which ChoiceOne's directors are free to function decisively and effectively in directing the operation of the Corporation without the potential inhibiting threat of litigation.

          These provisions do not eliminate the duty of care imposed upon a director, but only eliminate a director's personal monetary liability to ChoiceOne and its shareholders for actions that may be deemed to constitute a breach of the duty of care in the decision-making context. The director's duty of care remains unchanged and will be enforceable through such equitable remedies as injunctive relief or rescission. However, equitable remedies available to shareholders may in some instances be ineffective as a practical matter. For instance, shareholders may not be aware of a proposed transaction or other action until it is too late to prevent its completion. The provision also does not eliminate the personal liability of directors to ChoiceOne or its shareholders for monetary damages for breaching their duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating law, paying a dividend or making an improper loan, or obtaining an improper personal benefit. The provision also does not change any of the separate obligations of directors under the federal securities laws.

          Because these provisions of ChoiceOne's Restated Articles of Incorporation limit the situations in which a director may be held monetarily liable, they could have the effect of reducing the likelihood of derivative litigation against ChoiceOne's directors. They may also discourage or deter shareholders from bringing a lawsuit against ChoiceOne's directors for breach of their duties of care, even though such an action, if successful, might otherwise have benefited ChoiceOne and its shareholders. Insulation of directors from personal liability could influence their

decisions with respect to any future proposals to acquire ChoiceOne. This could have the effect of making it more difficult for others to acquire ChoiceOne and might discourage efforts to acquire ChoiceOne.

          ChoiceOne's board of directors does not believe the limitation of director liability under ChoiceOne's Restated Articles of Incorporation results in directors acting with less concern for their fiduciary duties. ChoiceOne's board of directors believes that the diligence exercised by directors stems primarily from their desire to act in the best interests of ChoiceOne, and not from a fear of monetary damage awards. Consequently, ChoiceOne's board of directors believes that the level of scrutiny and care exercised by directors is not lessened by limitation of liability provisions contained in ChoiceOne's Restated Articles of Incorporation.

          An amendment to or repeal of the limitation of personal liability may not apply to or affect the liability or alleged liability of any director of ChoiceOne for or with respect to any act or omission of such director prior to such amendment or repeal.

          Indemnification. ChoiceOne's Restated Articles of Incorporation require it to indemnify directors and executive officers of ChoiceOne to the fullest extent now or in the future permitted by the MBCA in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the name of the corporation, a subsidiary or otherwise) arising out of his or her service to ChoiceOne, a subsidiary or to another organization at the request of ChoiceOne or a subsidiary. In addition, ChoiceOne's Restated Articles of Incorporation permit it to indemnify persons who are not directors or executive officers of ChoiceOne to the extent authorized by its Bylaws, resolution of the Board of Directors or contractual agreement authorized by the Board of Directors.

          ChoiceOne's Bylaws permit ChoiceOne to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of ChoiceOne), whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that the person is or was a director, officer, employee, or agent of ChoiceOne or is or was serving at the request of ChoiceOne as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of ChoiceOne or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.

          In addition, ChoiceOne's ability to indemnify its directors and officers or other persons is determined, to an extent, by the MBCA. The following is a summary of the applicable provisions of the MBCA:

          Sections 561 through 571 of the MBCA contain provisions governing the indemnification of directors and officers by Michigan corporations. That statute provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

          Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that a director or officer has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and any action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount.

          A determination that the person to be indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made by a majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of a committee of not less than 2 disinterested directors, by independent legal counsel, by all "independent directors" not parties or threatened to be made parties to the action, suit or proceeding, or by the shareholders.

          Under the MBCA, a corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if (i) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct, and (ii) the person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, which undertaking need not be secured.

          The indemnification provisions of the MBCA are not exclusive of the rights to indemnification under a corporation's articles of incorporation or bylaws or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for under the MBCA continues as to a person who ceases to be a director, officer, employee or agent.

          The MBCA permits ChoiceOne to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with ChoiceOne, whether or not such liabilities would be within the above indemnification provisions. Pursuant to this authority, ChoiceOne maintains such insurance on behalf of its directors, officers and employees.

          The potential risks of personal liability may deter qualified individuals from accepting a position as a director of ChoiceOne unless adequate insurance or other protection is available. The board of directors of ChoiceOne believes that the provisions of the Restated Articles of Incorporation are important to ChoiceOne's efforts to attract and retain qualified directors and officers in the future.

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

Resales by Affiliates

          The issuance of shares of ChoiceOne Common Stock to shareholders of Valley Ridge pursuant to the Merger has been registered under the Securities Act. That registration, however, does not cover resales by shareholders of Valley Ridge who may be deemed to control or be controlled by, or be under common control with, Valley Ridge at the effective time of the Merger.

          In order to induce each other to proceed with the Merger, ChoiceOne and Valley Ridge have each agreed to use all reasonable efforts to cause each person identified by the applicable Corporation who is an affiliate of the applicable Corporation as that term is defined under Rule 144 of the Securities Act ("Affiliates") to agree in writing not to sell, transfer or otherwise dispose of shares of ChoiceOne Common Stock beneficially owned or received in the Merger by such person in a manner which would result in violation of the Securities Act or applicable rules and regulations.

Accounting Treatment

          ChoiceOne expects to treat the Merger under generally accepted accounting principles governing the purchase method of accounting. See "The Merger--Pro Forma Condensed Combined Financial Statements."

Material Federal Income Tax Consequences of the Merger

          The following is a summary of the material anticipated United States federal income tax consequences generally applicable to a U.S. Holder (as defined below) of Valley Ridge Common Stock with respect to the exchange of Valley Ridge Common Stock for ChoiceOne Common Stock pursuant to the Merger. This discussion assumes that U.S. Holders hold their Valley Ridge Common Stock as capital assets within the meaning of section 1221 of the Code. This summary is based on the Code, administrative pronouncements, judicial decisions and Treasury Regulations, each as in effect as of the date of this Prospectus and Proxy Statement. All of the foregoing are subject to change at any time, possibly with retroactive effect, and all are subject to differing interpretation. No advance ruling has been sought or obtained from the Internal Revenue Service ("IRS") regarding the United States federal income tax consequences of the Merger. As a result, no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

          This summary does not address any tax consequences arising under United States federal tax laws other than United States federal income tax laws, nor does it address the laws of any state, local, foreign or other taxing jurisdiction. In addition, this summary does not address all aspects of United States federal income taxation that may apply to U.S. Holders of Valley Ridge Common Stock in light of their particular circumstances or U.S. Holders that are subject to special rules under the Code, such as holders of Valley Ridge Common Stock that are not U.S. Holders, holders that are partnerships or other pass-through entities (and persons holding their Valley Ridge Common Stock through a partnership or other pass-through entity), persons who acquired shares of Valley Ridge Common Stock as a result of the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan, persons subject to the alternative minimum tax, tax-exempt organizations, financial institutions, broker-dealers, traders in securities that have elected to apply a mark to market method of accounting, insurance companies, persons having a "functional currency" other than the U.S. dollar and persons holding their Valley Ridge Common Stock as part of a straddle, hedging, constructive sale or conversion transaction.

          For purposes of this summary, a "U.S. Holder" is a beneficial owner of Valley Ridge Common Stock that is for United States federal income tax purposes:

          If a partnership (including any other entity treated as a partnership for United States federal income tax purposes) holds Valley Ridge Common Stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such a partner should consult its tax advisor.

          The Merger. The Merger is intended to qualify as a reorganization under section 368(a) of the Code. It is a condition to the completion of the Merger that each of ChoiceOne and Valley Ridge receive an opinion dated the closing date from Warner Norcross & Judd LLP to the effect that on the basis of facts, representations and

assumptions set forth or referred to in the opinion, the Merger will constitute a reorganization within the meaning of section 368(a) of the Code. These opinions will be based in part on representation letters provided by ChoiceOne and Valley Ridge and on customary factual assumptions. If any of the facts, representations or assumptions upon which the opinions are based are inconsistent with the actual facts, the tax consequences of the Merger could be adversely affected, the opinions and this summary may not accurately describe the United States federal income tax treatment of the Merger, and the tax consequences of the Merger to U.S. Holders may be materially different from those described in this summary.

          Assuming the Merger qualifies as a reorganization within the meaning of section 368(a) of the Code, ChoiceOne and Valley Ridge will not recognize any gain or loss for United States federal income tax purposes as a result of the Merger. Assuming the Merger qualifies as a reorganization within the meaning of section 368(a) of the Code, the United States federal income tax consequences of the Merger to U.S. Holders of Valley Ridge Common Stock are, in general, as follows:

          Cash Instead of Fractional Shares. A U.S. Holder that receives cash instead of a fractional share should be treated as if such U.S. Holder had received a fractional share of ChoiceOne Common Stock and then exchanged such fractional share for cash in a redemption by ChoiceOne. Assuming that the deemed redemption of a fractional share of ChoiceOne Common Stock is treated as a sale or exchange, and not as a dividend, a U.S. Holder will generally recognize capital gain or loss on such deemed redemption of the fractional share in an amount equal to the difference between the amount of cash received instead of the fractional share and the U.S. Holder's tax basis in the fractional share of ChoiceOne Common Stock. Such capital gain or loss will be long term capital gain or loss if the Valley Ridge Common Stock exchanged was held for more than one year at the effective time of the Merger.

          Information Reporting and Backup Withholding. A non-corporate U.S. Holder of Valley Ridge Common Stock may be subject to information reporting and backup withholding on any cash payments it receives instead of fractional share interests in ChoiceOne Common Stock. Backup withholding will not apply, however, if such U.S. Holder (a) furnishes a correct taxpayer identification number and properly certifies that it is not subject to backup withholding (generally on a substitute Form W-9) or (b) otherwise establishes an exemption from backup withholding.

          Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against the U.S. Holder's United States federal income tax liability, provided such U.S. Holder timely furnishes the required information to the IRS. U.S. Holders should consult their tax advisors as to their qualifications for an exemption from backup withholding and the procedure for establishing an exemption.

          Reporting Requirements. A U.S. Holder that receives ChoiceOne Common Stock as a result of the Merger will be required to retain records pertaining to the Merger and will be required to file with its United States federal income tax return for the year in which the Merger takes place a statement setting forth certain facts relating to the Merger.

          EACH SHAREHOLDER OF VALLEY RIDGE SHOULD CONSULT A PROFESSIONAL TAX ADVISER ON THE TAX CONSEQUENCES OF THE MERGER TO SUCH SHAREHOLDER. THE TAX AND

OTHER MATTERS DESCRIBED IN THIS PROSPECTUS AND PROXY STATEMENT DO NOT CONSTITUTE LEGAL OR TAX ADVICE.

Fairness Opinion of Donnelly Penman & Partners

          Valley Ridge selected and retained Donnelly Penman & Partners ("Donnelly Penman") to act as Valley Ridge's financial advisor in connection with the Merger and related matters based upon its qualifications, expertise and reputation, as well as its familiarity with Valley Ridge. Donnelly Penman is a recognized investment banking and advisory firm. As a part of its investment banking and advisory business, Donnelly Penman is continually engaged in the valuation of businesses and securities in connection with mergers and acquisitions, secondary distributions of securities, private placements and valuations for ESOP, going private transactions, corporate and other purposes.

          At the April 25, 2006 special meeting of the Valley Ridge board of directors, the Valley Ridge board approved the Merger and Donnelly Penman provided an oral opinion that the conversion ratio of eight and one half (8.5) shares of ChoiceOne Common Stock for each share of Valley Ridge Common Stock, after stating its intent to pay and paying a $10 million special cash dividend to its shareholders as described in the Plan of Merger, is fair to Valley Ridge's shareholders from a financial point of view. No limitations were imposed by Valley Ridge on the scope of Donnelly Penman's investigation or on the procedures followed by Donnelly Penman in rendering its opinion. The 8.5 conversion ratio was determined by Valley Ridge after arms-length negotiations with ChoiceOne.

          The full text of the opinion of Donnelly Penman, which sets forth, among other things, assumptions made, procedures followed, matters considered and limits on the review undertaken by Donnelly Penman, is attached as Appendix B to this Prospectus and Proxy Statement. Holders of Valley Ridge Common Stock are urged to read the opinion in its entirety. Donnelly Penman's opinion is directed only to the Merger consideration described in the Plan of Merger and does not constitute a recommendation to any Valley Ridge shareholder as to how such shareholder should vote at the Valley Ridge special meeting of shareholders. The summary set forth in this Prospectus and Proxy Statement of the opinion of Donnelly Penman is qualified in its entirety by reference to the full text of its opinion attached to this document as Appendix B.

          In arriving at its opinion, Donnelly Penman engaged in discussions with members of the management of each of Valley Ridge and ChoiceOne concerning the historical and current business operations, financial conditions and prospects of Valley Ridge and ChoiceOne and reviewed:

          In conducting its review and arriving at its opinion, as contemplated under the terms of its engagement by Valley Ridge, Donnelly Penman, with the consent of Valley Ridge and ChoiceOne, relied, without independent investigation, upon the accuracy and completeness of all financial and other information provided to it by Valley Ridge, ChoiceOne or upon publicly-available information. Donnelly Penman did not undertake any responsibility for the accuracy, completeness or reasonableness of, or any obligation independently to verify, such information. Donnelly Penman further relied upon the assurance of management of Valley Ridge and ChoiceOne that they were unaware of any facts that would make the information provided or available to Donnelly Penman incomplete or misleading in any respect. Donnelly Penman did not make any independent evaluations, valuations or appraisals of the assets or liabilities of Valley Ridge or ChoiceOne. Donnelly Penman did not review any individual credit files of Valley Ridge or ChoiceOne and assumed that the aggregate allowances for credit losses for Valley Ridge and ChoiceOne were adequate to cover such losses. Donnelly Penman's opinion was necessarily based upon economic and market conditions and other circumstances as they existed and evaluated by Donnelly Penman on the date of its opinion. Donnelly Penman does not have any obligation to update its opinion, unless requested by Valley Ridge in writing to do so, and Donnelly Penman expressly disclaims any responsibility to do so in the absence of any written request by Valley Ridge.

          In connection with rendering its opinion to the Valley Ridge board of directors, Donnelly Penman performed a variety of financial analyses, which are summarized below. Donnelly Penman believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without consideration of all factors and analyses, could create a misleading view of the analyses and the processes underlying Donnelly Penman's opinion. Donnelly Penman arrived at its opinion based on the results of all the analyses it undertook assessed as a whole, and it did not draw conclusions from or with regard to any one method of analysis. The preparation of a fairness opinion is a complex process involving subjective judgments, and is not necessarily susceptible to partial analysis or summary description. With respect to the analysis of selected comparable companies and analysis of selected comparable merger of equal transactions summarized below, no public company utilized as a comparison is identical to Valley Ridge or ChoiceOne, and such analyses necessarily involve complex considerations and judgments concerning the differences in financial and operating characteristics of the relevant financial institutions and other factors that could affect the acquisition or public trading values of the financial institutions concerned.

          The financial forecast information and cost savings and other synergies expected to result from the Merger furnished by management of Valley Ridge and ChoiceOne, respectively, and deemed reasonable by them contained in or underlying Donnelly Penman's analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than such forecasts and estimates. The forecasts and estimates were based on numerous variables and assumptions that are inherently uncertain, including factors related to general economic and competitive conditions. In that regard, Donnelly Penman assumed, with Valley Ridge's and ChoiceOne's consent, that the financial forecasts, including the cost savings and other synergies expected to result from the Merger, were reasonably prepared on a basis reflecting the best currently available judgments of Valley Ridge and ChoiceOne, and that such forecasts will be realized in the amounts and at the times that they contemplate. The estimates contained in Donnelly Penman's analyses are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than those suggested by those analyses. Estimates of values of financial institutions or assets do not purport to be appraisals or necessarily reflect the prices at which financial institutions or

their securities actually may be sold. Accordingly, actual results could vary significantly from those assumed in the financial forecasts and related analyses.

          The following is a brief summary of the analyses performed by Donnelly Penman in connection with its oral opinion delivered to the Valley Ridge Board on April 25, 2006. Certain analyses have been updated to reflect currently available information for purposes of the written fairness opinion.

Summary Analysis of the Transaction

          Donnelly Penman reviewed the terms of the Merger. It noted that the conversion ratio of eight and one half (8.5) shares of ChoiceOne Common Stock for each share of Valley Ridge Common Stock, after Valley Ridge declares and pays a $10 million special cash dividend to its shareholders, meant that the transaction had an implied per share value of $156.83 for each share of Valley Ridge Common Stock based upon the closing price of ChoiceOne Common Stock of $18.45 on April 24, 2006. This implied per share value represents a 264.5% premium to fully diluted book value (after deducting the $10 million dividend) per Valley Ridge share of $59.28 as of March 31, 2006. Donnelly Penman also noted that, based on the conversion ratio, the transaction had an implied aggregate value of approximately $29.3 million (exclusive of the $10 million pre-transaction dividend, transaction costs or deferred bonus costs) as of April 25, 2006. If the pre-transaction $10 million cash dividend ($53.60 per fully diluted share) is added to the per share consideration, Valley Ridge shareholders will receive $210.43 per fully diluted share. The complete aggregate transaction metrics are displayed below:

Analysis of Selected Comparable Companies

          Donnelly Penman compared selected financial and operating results of Valley Ridge to a peer group that included the following 31 exchange traded commercial banks in Michigan, Illinois, Indiana and Ohio, which were selected based on comparable asset size and financial returns. Specifically, the peer group identified had assets less than $500 million and a last twelve month's return on average equity of between 8% and 12%. The peer group had median trading multiples of 139.6% of book value per share, 142.0% of tangible book value per share and 15.9 times last twelve month's earnings per share. These peer companies consisted of:

          This comparison showed, among other things, that for the latest twelve months ended March 31, 2006:

          Additionally, Donnelly Penman reviewed 13 publicly traded commercial banks in Michigan, Illinois, Indiana and Ohio, which were selected based on comparable asset size and financial returns based on the size of the combined Valley Ridge and ChoiceOne entity. Specifically the peer group identified had assets of between $500 million and $1 billion and a last twelve month's return on average equity of between 8% and 12%. The peer group had median trading multiples of 141.91% of book value per share, 164.76% of tangible book value per share and 16.02 times last twelve month's earnings per share. These peer companies consisted of:

          No financial institution used in the above analyses as a comparison is identical to Valley Ridge. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values of the financial institutions to which Valley Ridge was compared.

Dividend Discount Analysis

          Donnelly Penman calculated the estimated equity value per share for Valley Ridge under two separate scenarios based upon the values, discounted to the present, of estimates of projected dividends from the fiscal year ending December 31, 2007 through the fiscal year ending December 31, 2011 and a projected year 2011 terminal value assuming Valley Ridge continued to operate as an independent company.

          The first dividend discount analysis scenario examined an indication of equity value in a stand alone scenario with no special dividend. The valuation date contemplated is December 31, 2006 (the approximate date Donnelly Penman estimated the proposed Merger would be completed). In conducting its analysis, Donnelly Penman utilized financial estimates provided by and deemed reasonable by Valley Ridge for 2007 through 2011. Donnelly Penman further assumed, with Valley Ridge senior management's consent, a $5.50 dividend payment per share in 2007 with a $.10 annual increase thereafter through 2010 and then held the dividend payout ratio for the 2011 year the same as the payout ratio for 2010 (29.7%). The analysis utilized a discount rate of 12% and a terminal price/earnings multiple of 14. The discount rate was derived from the Ibbotson and Associates 2005¹ data on cost of equity buildup. The terminal multiple was determined by using the approximate indicated multiple where ChoiceOne Common Stock currently trades. This dividend discount scenario yielded an indicated equity value per fully diluted Valley Ridge share of $194.27.

          The second discount analysis scenario examined an indication of equity value in a stand alone scenario with a special $8 million dividend. Donnelly Penman estimated this size of a dividend would be approximately the maximum dividend Valley Ridge could contemplate and still be considered well capitalized. The valuation date contemplated is December 31, 2006 (the approximate date Donnelly Penman estimated the proposed Merger would be completed). This analysis assumed that a special $8 million dividend would be issued at the beginning of the projection period. Donnelly Penman further assumed, with Valley Ridge senior management's consent, a $5.50 dividend payment per share in 2007 with a $.10 annual increase thereafter through 2010 and then held the dividend payout ratio for the 2011 year the same as the payout ratio for 2010 (29.7%). The analysis utilized the same discount rate of 12% and a terminal price/earnings multiple of 14. This dividend discount scenario yielded an indicated equity value per fully diluted Valley Ridge share of $222.58.

          The analysis was based upon Valley Ridge senior management's projections of future performance on a stand alone basis, which were based upon many factors and assumptions deemed reasonable by Valley Ridge senior management. This analysis did not purport to be indicative of actual values or actual future results and did not purport to reflect the prices at which any securities may trade at the present or at any time in the future. Donnelly Penman included this analysis because it is a widely used valuation methodology, but noted that the results of such methodology are highly dependent upon the numerous assumptions that must be made, including earnings growth rates, dividend payout rates, terminal values and discount rates.

Pro Forma Merger Analysis

          Donnelly Penman analyzed the pro forma financial impact of the merger on the holders of Valley Ridge Common Stock and ChoiceOne Common Stock. Based on discussions with senior management of Valley Ridge and ChoiceOne, Donnelly Penman constructed a present value analysis of the estimated earnings stream of ChoiceOne on a pro forma combined basis including Valley Ridge. For the ChoiceOne contribution to the pro forma entity, Donnelly Penman utilized projections from ChoiceOne's management, which were deemed reasonable by the management of Valley Ridge and ChoiceOne. Using a 12.0% discount and a terminal value multiple range of 16.0 times 2011 earnings per share, Donnelly Penman's analysis indicated a value per post Merger fully diluted ChoiceOne share of $25.63. When this $25.63 per post Merger ChoiceOne share is multiplied by 8.5 (the conversion ratio per Valley Ridge share), the indicated value per share for Valley Ridge shareholders is $217.86. Then, if the $53.60 of cash Valley Ridge shareholders would receive from the special pre-Merger cash dividend is

added, a per share value of $271.46 is calculated. This value is in excess of the two stand alone Valley Ridge scenarios previously described.

          The terminal multiple was determined by using the median multiple for select publicly traded Midwest commercial banks with assets of more than $500 million and less than $1 billion (approximately the peer group a combined Valley Ridge and ChoiceOne would join) and last twelve month's return on equity between 8.0% and 12.0%.

          For the pro forma analysis, Donnelly Penman assumed synergies at the levels agreed to and provided by Valley Ridge and ChoiceOne management. The synergies, totaling over $1.5 million on a pre-tax annualized basis, were incorporated into the combined earnings stream. Donnelly Penman assumed that dividends for the combined entity would be paid at a payout ratio consistent with ChoiceOne's stand alone projections.

          Donnelly Penman further noted that the pro forma analysis indicates the Merger, based on the forecasted combined entity's pro forma earnings, would result in an increase to the Valley Ridge equivalent earnings per share by 3.8% in 2007, 6.0% in 2008 and 4.8% in 2009 when compared to Valley Ridge's forecasted earnings assuming Valley Ridge declared an $8 million dividend. This is the alternative scenario Donnelly Penman utilized in the previous analysis.

          For its financial advisory services provided to Valley Ridge, Donnelly Penman has been paid fees of approximately $65,000 to date and will be paid additional fees that will total approximately $80,000 at or before completion of the Merger. In addition, Valley Ridge has agreed to indemnify Donnelly Penman against various liabilities, including any which may arise under the federal securities laws.

Unaudited Pro Forma Condensed Combined Financial Statements

          The following unaudited pro forma condensed combined balance sheet as of March 31, 2006 and the unaudited pro forma condensed combined income statements for the three months ended March 31, 2006 and for the year ended December 31, 2005 give effect to the Merger. The pro forma information is based on the historical financial statements of ChoiceOne and Valley Ridge, giving effect to the proposed transaction under the purchase method of accounting.

          The pro forma financial statements may not be indicative of the results that actually would have occurred if the Merger had been in effect on the dates indicated or which may be attained in the future. The pro forma financial statements should be read in conjunction with the financial statements and notes thereto of ChoiceOne and Valley Ridge included elsewhere in this Prospectus and Proxy Statement.

          The pro forma financial statements were prepared using a conversion ratio of 8.5 shares of ChoiceOne Common Stock for each share of Valley Ridge Common Stock. All pro forma share and per share information was calculated assuming the issuance of 1,585,590 shares of ChoiceOne Common Stock in the Merger based on the conversion ratio of 8.5. These numbers have been rounded for convenience of presentation.

See Note F for an explanation of pro forma adjustments.