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The following is an excerpt from a S-4 SEC Filing, filed by MACATAWA BANK CORP on 12/28/2001.
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MACATAWA BANK CORP - S-4 - 20011228 - STOCKHOLDERS

Voting Securities and Principal Shareholders of Grand

Shareholders of record of Grand common stock as of the close of business on _____________, 2002, are entitled to one vote for each share then held. As of that date, Grand had 134,959 shares of its common stock outstanding.

Major Shareholders

The following table sets forth information for each person who was the beneficial owner of more than 5% of Grand's outstanding shares of common stock as of September 30, 2001.

                                                      Amount and Nature of
                                                     Beneficial Ownership of
                                                    Grand Common Stock(1)(2)
                                           -----------------------------------------------
                                              Sole Voting         Shared                                 Macatawa Common
                                                  and            Voting or       Total        Percent      Stock to be
            Name and Address of               Dispositive       Dispositive   Beneficial        of         Received in
             Beneficial Owner                    Power           Power(3)      Ownership       Class        Merger(4)
---------------------------------------------------------------------------------------------------------------------------
Peter C. Cook                                    11,728              916        12,644         9.37%         222,507
Owen Pyle Jr.                                      -               9,900         9,900         7.34%         174,219
Charles C. and Janet Stoddard                     176             12,900        13,076         9.68%         230,110
Richard L. Trumley, Trustee of the
  Richard L. Trumley Trust, u/a/d 10-21-85         -               6,767         6,767         5.01%         119,084

(1) The information shown in this table is based upon information furnished to Macatawa by the individuals named in the table.

(2) The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power or dispositive power with respect to the security. Voting power includes the power to vote or direct the voting of the security. Dispositive power includes the power to dispose or direct the disposition of the security. A person is also considered the beneficial owner of a security if the person has a right to acquire beneficial ownership of the security within 60 days. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. Grand and the directors and officers of Grand and Grand Bank disclaim beneficial ownership of shares held by Grand or Grand Bank in fiduciary capacities.

(3) These numbers include shares as to which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses and minor children over whom the listed person may have influence by reason of relationship. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. The directors and officers of Grand and Grand Bank, by reason of their positions, may be in a position to influence the voting or disposition of shares held in trust by Grand to some degree, but disclaim beneficial ownership of these shares.

(4) This column reflects the number of shares of Macatawa common stock to be issued to the specified person in exchange for the number of shares of Grand common stock as of November 20, 2001 held by such person as shown above.

(5) These numbers consist of shares held in various fiduciary capacities through the trust department of Grand Bank. Grand and the directors and officers of Grand and Grand Bank disclaim beneficial ownership of these shares.

(6) These numbers include shares of restricted Grand common stock and shares of Grand common stock that may be acquired through the exercise of stock options within 60 days.

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Directors and Executive Officers

The following table sets forth certain information concerning the number of shares of Grand common stock held as of November 17, 2001, by each of Grand's directors, each of the named executive officers of Grand, and all of Grand's directors and executive officers as a group. Information with respect to shares held in certain Grand benefit plans incorporated in the following table is based on the most recent information available for those plans, as indicated in the footnotes to the table.

                                                    Amount and Nature of
                                      Beneficial Ownership of Grand Common Stock(1)(2)

                                                              Shared
          Name of                        Sole Voting        Voting or            Total             Percent        Macatawa Common
      Beneficial Owner                  and Dispositive     Dispositive         Beneficial           of        Stock to be Received
                                             Power            Power(3)          Ownership          Class          in Merger(4)
------------------------------------------------------------------------------------------------------------------------------
Henry Bouma                                 4,351               640               4,991            3.70%               87,831
Robert W. DeJonge                              75             1,136               1,211            0.90%               21,311
Brian L. Downs                              2,173                 -               2,173            1.59%               38,240
William H. Fickes                               -             1,078               1,078            0.80%               18,970
Bill Hardiman                                   -                 -                   -            0.00%                    -
J.C. Huizenga                               1,090               720               1,810            1.34%               31,852
Birgit Klohs                                   20                 -                  20            0.01%                  351
Harvey Koning                               1,250                 -               1,250            0.93%               21,997
R. Lawrence Leigh                           1,635             1,125               2,760            2.05%               48,570
Arend Lubbers                                   -               140                 140            0.10%                2,463
Douglas Meijer                              1,500                 -               1,500            1.11%               26,396
Owen Pyle Jr.                                   -             9,900               9,900            7.34%              174,219
Richard Ross                                    -             1,905               1,905            1.41%               33,523
Dana Sommers                                  134             1,134               1,268            0.94%               22,314
Gordon Stauffer                                 -             2,060               2,060            1.53%               36,251
Charles C. Stoddard                           176            12,900              13,076            9.68%              230,110
Gary Vos                                        -             3,664               3,664            2.71%               64,478
Thomas J. Wesholski                         2,000                 -               2,000            1.46%               35,195

------------------------------------------------------------------------------------------------------------------------------
All directors and
executive officers
as a group (18 persons)                    17,348            29,794              47,142           33.85%              894,071
------------------------------------------------------------------------------------------------------------------------------

(1) The information shown in this table is based upon information furnished to Macatawa by the individuals named in the table.

(2) The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power or dispositive power with respect to the security. Voting power includes the power to vote or direct the voting of the security. Dispositive power includes the power to dispose or direct the disposition of the security. A person is also considered the beneficial owner of a security if the person has a right to acquire beneficial ownership of the security within 60 days. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. Grand and the directors and officers of Grand and Grand disclaim beneficial ownership of shares held by Grand in fiduciary capacities.

(3) These numbers include shares as to which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses and minor children over whom the listed person may have influence by reason of relationship. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. The directors and officers of Grand and Grand Bank, by reason of their

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positions, may be in a position to influence the voting or disposition of shares held in trust by Grand Bank to some degree, but disclaim beneficial ownership of these shares.

(4) This column reflects the number of shares of Macatawa common stock to be issued to the specified person in exchange for the number of shares of Grand common stock as of November 20, 2001 held by such person as shown above.

(5) These numbers consist of shares held in various fiduciary capacities through the trust department of Grand. Grand and the directors and officers of Grand and Grand disclaim beneficial ownership of these shares.

(6) These numbers include shares of restricted Grand common stock and shares of Grand common stock that may be acquired through the exercise of stock options within 60 days.

Interests of Certain Persons in the Merger

Certain members of management and Board of Directors of Grand and its subsidiaries may be deemed to have interests in the Merger in addition to their interests as shareholders of Grand generally. The Grand Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement.

Employment and Noncompetition Agreements

Three of Grand Bank's executive officers, Messrs. Downs, Fickes, and Wesholski, have entered into amended and restated employment agreements with Grand Bank, which have been approved and guaranteed by Macatawa. These agreements contain severance provisions entitling the officers, in certain circumstances, to compensation and benefits upon their termination or resignation. They would amend and replace pre-existing employment agreements as of the Effective Time of the Merger. Under these amended employment agreements, if the executive resigns from Grand Bank other than for a good reason, he will receive severance payments of monthly salary at a rate which approximates the rate expected to be in effect prior to the Effective Time of the Merger, and medical benefits for the shorter of the year following his resignation or the remainder of the two-year period following the Effective Time of the Merger. However, these payments and benefits are terminated if he competes with Grand or Macatawa in Kent or Ottawa counties. If any of these executives is terminated for cause or resigns for a good reason, he will receive a lump sum payment equal to an amount similar to his monthly salary multiplied by the number of months remaining in the two-year period following the Effective Time of the Merger and medical benefits for the number of months remaining in the two-year period. In addition, Messrs. Downs, Fickes, and Wesholski will each receive a bonus payment ($50,000 for Messrs. Downs and Fickes and $70,000 for Mr. Wesholski), if he remains employed by Grand Bank for two years following the Effective Time of the Merger.

Mr. DeJonge has a pre-existing employment agreement with Grand Bank. Under that agreement, if his employment with Grand Bank is terminated due to change of control of Grand Bank, he will be entitled to outplacement services and two year's salary, payable monthly, provided he does not solicit Grand customers.

It is not expected that Mr. Stoddard will continue to serve as a director or officer of Macatawa or Grand Bank after the Merger. Grand Bank and Mr. Stoddard have entered into a noncompetition agreement that will become effective if the Merger takes place. Under this agreement, Mr. Stoddard will resign as an employee and director of Grand and Grand Bank as of the Effective Time of the Merger, and he will receive payments in twenty-four monthly installments of an amount equal to the average of his annual salaries for 2002, 2001 and 2000 plus the average of his annual bonuses for 2001 and 2000 divided by 12. He will also receive certain medical and similar benefits for up to 24 months. However, these payments and benefits will be terminated if he competes with Grand or Macatawa in Kent or Ottawa counties. These payments are similar to amounts he would have been entitled to under his pre-existing employment agreement with Grand Bank, which will be superceded by the separation agreement as of the Effective Time of the Merger.

Macatawa's Board of Directors

After the Merger is completed, the number of members of Macatawa's Board of Directors will be increased by one member. The new member will be a current member of Grand's Board of Directors to be selected by Grand and subject to approval by Macatawa's Board of Directors. That director has not yet been identified.

Conversion of Stock Options and Phantom Stock

Grand's stock option plans and phantom stock plan have been amended to include terms that would cause the stock options and phantom stock held by Grand's management who participate in these plans to be converted if the Merger between Macatawa and Grand is consummated. Under Grand's amended stock option plan and the Merger Agreement,

88

each existing Grand stock option would be converted into an option to purchase a number of shares of Macatawa common stock equal to the original number of shares of Grand common stock subject to the option multiplied by the Exchange Ratio. The option price for each such option will be adjusted by dividing the original option price by the Exchange Ratio.

Certain previously awarded but unvested stock options will vest upon the completion of the Merger. The following numbers of stock options would vest for the following executive officers: 19 for Mr. DeJonge, 18 for Mr. Downs, 20 for Mr. Fickes and 44 for Mr. Stoddard.

Immediately before the Effective Time of the Merger, Grand's phantom stock plan will be terminated and each unit of phantom stock will be converted into a right to receive in cash the difference between the appraised value of Grand common stock on the date of issue of the phantom stock units and the average per share trading price of Macatawa common stock on the five trading days prior to the Effective Time of the Merger multiplied by the Exchange Ratio. Certain previously awarded but unvested phantom stock units will vest upon the termination of the phantom stock plan. The following numbers of phantom stock units would vest for the following executive officers: 1,344 for Mr. DeJonge, 1,410 for Mr. Downs, 1,461 for Mr. Fickes, 1,695 for Mr. Stoddard and 1,590 for Mr. Wesholski. If the average per share trading price of Macatawa common stock as computed under the plan was $_____ (the closing price on _________________) the executive officers would receive cash payments under the phantom stock plan as follows: Mr. DeJonge $_______; Mr. Downs $_______; Mr. Fickes $_______; Mr. Stoddard $_______ and Mr. Wesholski $_______.

Macatawa Stock

Directors and executive officers of Grand collectively were the beneficial owners of a total of 47,142 shares of Macatawa common stock as of the record date.

Indemnification; Directors' and Officers' Liability Insurance

Macatawa has also agreed to honor the rights to indemnification and advancement of expenses now existing in favor of the directors and officers of Grand and its subsidiaries under their articles of incorporation or bylaws. These provisions are contractual rights enforceable by Grand directors and officers which will remain in effect following the Merger and will continue with respect to acts or omissions occurring before the Effective Time of the Merger.

Macatawa has agreed to use all reasonable efforts to cause the officers and directors of Grand immediately prior to the Merger to be covered for a period of at least the six years after the Effective Time of the Merger by the directors' and officers' liability insurance policy maintained by Grand with respect to acts or omissions occurring before the Merger. Macatawa may substitute new coverage for Grand's current coverage under policies offering at least the same coverage and amounts. For a description of the specific terms of the Merger Agreement concerning indemnification and insurance, see "The Merger and Merger Agreement - Insurance and Indemnification" above.

89

General Information

Experts

The consolidated financial statements of Macatawa at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, incorporated by reference in this prospectus and joint proxy statement and elsewhere in the Registration Statement of which this prospectus and joint proxy statement is a part, have been audited by Crowe, Chizek and Company LLP, independent auditors, as set forth in their report and are incorporated by reference in this document in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Grand at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, included in this prospectus and joint proxy statement have been audited by BDO Seidman, LLP, independent auditors, as set forth in their report and are included in this document in reliance upon such report given on the authority of that firm as experts in accounting and auditing.

Legal Opinions

Certain legal matters in connection with the proposed Merger will be passed upon for Macatawa by its general counsel, Varnum, Riddering, Schmidt & Howlett LLP of Grand Rapids, Michigan, and for Grand by its general counsel, Warner Norcross & Judd LLP of Grand Rapids, Michigan.

As of ___________, 2002, partners in and attorneys employed by or associated with Varnum, Riddering, Schmidt & Howlett LLP and their associates were beneficial owners of a total of approximately __________ shares of Macatawa common stock having an approximate aggregate market value of $__________ as of such date and no shares of Grand common stock. Shares reported as beneficially owned include all shares as to which such persons have direct or indirect, sole or shared, power to direct voting of disposition, including personal shares as well as shares held in fiduciary capacities.

Sources of Information

Macatawa has supplied all information contained or incorporated by reference in this prospectus and joint proxy statement relating to Macatawa and Donnelly, Penman, French, Haggarty & Co. Grand has supplied all such information relating to itself and Austin Associates.

90

Where You Can Find More Information

Macatawa has filed a registration statement on Form S-4 to register with the Securities and Exchange Commission the offering of Macatawa common stock to be issued by Macatawa in the Merger. This prospectus and joint proxy statement is a part of that registration statement. As allowed by Securities and Exchange Commission rules, this prospectus and joint proxy statement does not contain all of the information contained in the registration statement or the exhibits to the registration statement. This means that this prospectus and joint proxy statement incorporates important business and financial information about Macatawa that is not included in or delivered with this document.

Macatawa is subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, Macatawa files annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. You may read and copy any reports, statements, or other information that we file at the Securities and Exchange Commission's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. You may call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Macatawa's Securities and Exchange Commission filings are also available to the public from commercial document retrieval services and at the web site maintained by the Securities and Exchange Commission at "http://www.sec.gov." That web site contains reports, proxy and information statements, and other information regarding companies that file electronically with the Securities and Exchange Commission.

The Securities and Exchange Commission allows Macatawa to incorporate by reference information into this prospectus and joint proxy statement. This means that Macatawa can disclose important information by referring to another document filed separately with the Securities and Exchange Commission. The information incorporated by reference is considered to be part of this prospectus and joint proxy statement, except for any information superseded by information in this prospectus and joint proxy statement. This prospectus and joint proxy statement incorporates by reference the documents set forth below that Macatawa has previously filed with the Securities and Exchange Commission. These documents contain important information about Macatawa and its finances.

Macatawa Commission Filings (File No. 333-45755)             Period
------------------------------------------------             ------
Annual Report  on Form 10-K                                  Year ended December 31, 2000
Quarterly Reports on Form 10-Q                               Quarters ended March 31, 2001, June 30, 2001, and
                                                                September 30, 2001
Registration Statement on Form 8-A                           Filed April 30, 1999

All documents subsequently filed by Macatawa with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15 of the Securities Exchange Act of 1934, as amended, between the date of this prospectus and joint proxy statement and the date of the later of the special meeting of shareholders of Macatawa or the special meeting of the shareholders of Grand are also incorporated by reference into this prospectus and joint proxy statement.

Documents incorporated by reference are available from Macatawa and Grand without charge to Macatawa shareholders. You may obtain documents incorporated by reference in this prospectus and joint proxy statement by requesting them in writing or by telephone from Macatawa at the following addresses:

Macatawa Bank Corporation Attn: Secretary
348 South Waverly Road
Holland, Michigan 49423
Tel: (616) 820-1444

To obtain timely delivery of this information, you must request the information no later than _____, 2002, which is five business days before the date of the special meeting at which you are requested to vote.

You should rely only on the information contained or incorporated by reference in this prospectus and joint proxy statement to vote on the Merger and the related issuance of Macatawa common stock. Neither Macatawa nor Grand has authorized anyone to provide you with information that is different from what is contained in this prospectus and joint proxy statement.

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This prospectus and joint proxy statement is dated as of the date set forth on the cover page. You should not assume that the information contained in this prospectus and joint proxy statement is accurate as of any date other than that date, and neither the mailing of this prospectus and joint proxy statement to you nor the issuance of Macatawa common stock in the Merger shall create any implication to the contrary.

Forward-Looking Statements

This prospectus and joint proxy statement and the documents incorporated in this prospectus and joint proxy statement by reference contain forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates, and projections about the financial services industry, the economy, and about Macatawa and Grand themselves. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied, or forecasted in such forward-looking statements.

Future factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behaviors as well as their ability to repay loans; changes in the national economy; and the possibility that expected efficiencies and cost savings from the Merger of Grand with Macatawa and other mergers and acquisitions in which Macatawa may be involved might not be fully realized within the expected time frame. Neither Macatawa nor Grand undertakes any obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

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Appendix A

Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER

Between

GRAND BANK FINANCIAL CORPORATION

and

MACATAWA BANK CORPORATION

Dated as of November 20, 2001

A-1

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE  I     THE TRANSACTION.............................................A - 6
         1.1        Approval of Plan of Merger.............................A - 6
         1.2        The Closing............................................A - 6
         1.3        Effective Time of the Merger...........................A - 6
         1.4        Merger of Grand with and into Macatawa.................A - 6
         1.5        Effect of the Merger...................................A - 6
         1.6        Additional Actions.....................................A - 6
         1.7        Surviving Corporation..................................A - 6

ARTICLE  II    MERGER CONSIDERATION; EXCHANGE PROCEDURE....................A - 7
         2.1        Conversion of Outstanding Grand Common Stock...........A - 7
         2.2        Conversion of Grand Stock Options......................A - 7
         2.3        No Fractional Securities...............................A - 7
         2.4        Exchange Procedures....................................A - 8
         2.5        Macatawa Common Stock..................................A - 8
         2.6        Anti-Dilution Adjustments..............................A - 8
         2.7        Grand Common Stock No Longer Outstanding...............A - 9

ARTICLE  III   REPRESENTATIONS AND WARRANTIES OF MACATAWA..................A - 9
         3.1        Authorization, No Conflicts, Etc.......................A - 9
         3.2        Organization and Good Standing........................A - 10
         3.3        Subsidiaries..........................................A - 10
         3.4        Capital Stock.........................................A - 10
         3.5        Registration Statement, Etc...........................A - 10
         3.6        Financial Statements..................................A - 11
         3.7        Absence of Undisclosed Liabilities....................A - 11
         3.8        Absence of Material Adverse Change....................A - 11
         3.9        Absence of Litigation.................................A - 11
         3.10       Conduct of Business...................................A - 11
         3.11       Absence of Defaults Under Contracts...................A - 12
         3.12       Regulatory Filings....................................A - 12
         3.13       Licenses, Permits, Etc................................A - 12
         3.14       Environmental Matters.................................A - 12
         3.15       Allowance for Loan Losses.............................A - 12
         3.16       Agreements With Bank Regulators.......................A - 12
         3.17       True and Complete Information.........................A - 12

ARTICLE  IV    REPRESENTATIONS AND WARRANTIES OF GRAND....................A - 12
         4.1        Authorization, No Conflicts, Etc......................A - 13
         4.2        Organization and Good Standing........................A - 13
         4.3        Subsidiaries..........................................A - 13
         4.4        Capital Stock and Stock Options.......................A - 14
         4.5        Financial Statements..................................A - 14
         4.6        Absence of Undisclosed Liabilities....................A - 15
         4.7        Absence of Material Adverse Change....................A - 15
         4.8        Absence of Litigation.................................A - 15
         4.9        Conduct of Business...................................A - 15
         4.10       Absence of Defaults Under Contracts...................A - 15
         4.11       Regulatory Filings....................................A - 15
         4.12       Registration Statement, Etc...........................A - 16
         4.13       Tax Matters...........................................A - 16

A-2

         4.14       Title to Properties...................................A - 16
         4.15       Condition of Property.................................A - 17
         4.16       Leases................................................A - 17
         4.17       Ownership of Real Property............................A - 17
         4.18       Licenses, Permits, Etc................................A - 17
         4.19       Certain Employment Matters............................A - 17
         4.20       Employee Benefit Plans................................A - 18
         4.21       Environmental Matters.................................A - 19
         4.22       Duties as Fiduciary...................................A - 20
         4.23       Investment Bankers and Brokers........................A - 21
         4.24       Change in Business Relationships......................A - 21
         4.25       Related Persons.......................................A - 21
         4.26       Insurance.............................................A - 21
         4.27       Books and Records.....................................A - 21
         4.28       Loan Guarantees.......................................A - 21
         4.29       Events Since December 31, 2000........................A - 21
         4.30       Allowance for Loan Losses.............................A - 22
         4.31       Agreements With Bank Regulators.......................A - 22
         4.32       True and Complete Information.........................A - 22

ARTICLE  V     CERTAIN COVENANTS..........................................A - 22
         5.1        Disclosure Statement..................................A - 22
         5.2        Changes Affecting Representations.....................A - 22
         5.3        Conduct of Business Pending the Effective Time
                       of the Merger......................................A - 22
         5.4        Accrual of Transaction Expenses.......................A - 24
         5.5        Termination of Phantom Stock Plan.....................A - 24
         5.6        Regular Dividends.....................................A - 24
         5.7        Affiliates............................................A - 25
         5.8        Approval of Plan of Merger by Macatawa Shareholders...A - 25
         5.9        Approval of Plan of Merger by Grand Shareholders......A - 25
         5.10       Competing Proposals...................................A - 26
         5.11       Indemnification.......................................A - 26
         5.12       Insurance.............................................A - 26
         5.13       Name..................................................A - 27
         5.14       Charitable Giving.....................................A - 27

ARTICLE  VI    ADDITIONAL AGREEMENTS......................................A - 27
         6.1        Registration Statement................................A - 27
         6.2        Other Filings.........................................A - 27
         6.3        Press Releases........................................A - 27
         6.4        Miscellaneous Agreements and Consents.................A - 27
         6.5        Grand Financial Information...........................A - 27
         6.6        Investigation.........................................A - 28
         6.7        Environmental Investigation...........................A - 29
         6.8        Employee Benefit Plans................................A - 29

ARTICLE  VII   CONDITIONS PRECEDENT TO MACATAWA'S OBLIGATIONS.............A - 29
         7.1        Renewal of Representations and Warranties, Etc........A - 30
         7.2        Opinion of Legal Counsel..............................A - 30
         7.3        Required Approvals....................................A - 30
         7.4        Order, Decree, Etc....................................A - 30
         7.5        Proceedings...........................................A - 30
         7.6        Tax Matters...........................................A - 30
         7.7        Registration Statement................................A - 31
         7.8        Certificate as to Outstanding Shares..................A - 31

                                      A-3

         7.9        Change of Control Waivers.............................A - 31
         7.10       Employment Agreements.................................A - 31
         7.11       Grand Stock Options...................................A - 31
         7.12       Amendment of Grand Stock Options......................A - 31
         7.13       Fairness Opinion......................................A - 31

ARTICLE  VIII  CONDITIONS PRECEDENT TO GRAND'S OBLIGATIONS................A - 31
         8.1        Renewal of Representations and Warranties, Etc........A - 31
         8.2        Opinions of Legal Counsel.............................A - 32
         8.3        Required Approvals....................................A - 32
         8.4        Order, Decree, Etc....................................A - 32
         8.5        Proceedings...........................................A - 32
         8.6        Tax Matters...........................................A - 32
         8.7        Registration Statement................................A - 32
         8.8        Listing of Shares.....................................A - 32
         8.9        Certificate as to Outstanding Shares..................A - 32
         8.10       Fairness Opinion......................................A - 32

ARTICLE IX     ABANDONMENT OF MERGER......................................A - 33
         9.1        Mutual Abandonment....................................A - 33
         9.2        Upset Date............................................A - 33
         9.3        Macatawa's Rights to Terminate........................A - 33
         9.4        Grand's Rights to Terminate...........................A - 33
         9.5        Effect of Termination.................................A - 33

ARTICLE X      MISCELLANEOUS..............................................A - 34
         10.1       "Material Adverse Effect" Defined.....................A - 34
         10.2       "Knowledge" Defined...................................A - 34
         10.3       Nonsurvival of Representations, Warranties,
                       and Agreements.....................................A - 34
         10.4       Amendment.............................................A - 34
         10.5       Expenses..............................................A - 34
         10.6       Specific Enforcement..................................A - 34
         10.7       Jurisdiction; Jury....................................A - 34
         10.8       Waiver................................................A - 34
         10.9       Notices...............................................A - 35
         10.10      Governing Law.........................................A - 35
         10.11      Entire Agreement......................................A - 35
         10.12      Third Party Beneficiaries.............................A - 35
         10.13      Counterparts..........................................A - 35
         10.14      Further Assurances; Privileges........................A - 35
         10.15      Headings, Etc.........................................A - 36
         10.16      Calculation of Dates and Deadlines....................A - 36
         10.17      Severability..........................................A - 36

A-4

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the "Plan of Merger") is made as of November 20, 2001, between GRAND BANK FINANCIAL CORPORATION, a Michigan corporation ("Grand"), and MACATAWA BANK CORPORATION, a Michigan corporation ("Macatawa").

Macatawa and Grand (sometimes individually referred to as a "Corporation" or collectively as the "Corporations") have agreed to merge Grand with and into Macatawa in accordance with this Plan of Merger and in accordance with the Business Corporation Act of the State of Michigan, as amended (the "Michigan Act"). The transactions contemplated by and described in this Plan of Merger are referred to as the "Merger."

Macatawa is a bank holding company registered as such with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "Federal Bank Holding Company Act"). Macatawa has authorized capital stock consisting of 9,500,000 shares of common stock, no par value ("Macatawa Common Stock"). Each share of Macatawa Common Stock is entitled to one vote on all matters submitted for a vote of the shareholders. As of the date of this Plan of Merger, there were 5,307,201 shares of Macatawa Common Stock issued and outstanding.

Grand is a bank holding company registered as such with the Federal Reserve Board under the Federal Bank Holding Company Act. Grand has authorized capital stock consisting of 250,000 shares of common stock, no par value ("Grand Common Stock"). Each share of Grand Common Stock is entitled to one vote on all matters submitted for a vote of the shareholders. As of the date of this Plan of Merger, there were 134,959 shares of Grand Common Stock issued and outstanding, and Grand had options outstanding to purchase an additional 4,825 shares of Grand Common Stock ("Grand Stock Options"). Grand owns all of the issued and outstanding shares of capital stock of Grand, a Michigan banking corporation (the "Bank").

The boards of directors of Grand and Macatawa each deems the Merger advisable and in the best interests of their respective Corporations and shareholders. Grand and Macatawa have each adopted this Plan of Merger by resolutions duly adopted by their respective boards of directors. The boards of directors of Grand and Macatawa have directed that this Plan of Merger be submitted to the respective shareholders of each Corporation for approval.

In consideration of the promises and the representations, warranties, and covenants contained in this Plan of Merger, the parties agree:

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ARTICLE I
THE TRANSACTION

Subject to the terms and conditions of this Plan of Merger, the Merger of Grand with and into Macatawa shall be carried out in the following manner:

1.1 Approval of Plan of Merger. As soon as practicable after this Plan of Merger has been executed and delivered and the Registration Statement (as described in Section 3.5.1 (Document)) has become effective, Grand shall submit this Plan of Merger and Macatawa shall submit this Plan of Merger and the issuance of shares of Macatawa Common Stock pursuant to the Merger, to their respective shareholders for approval at a meeting properly called, noticed, and held for that purpose.

1.2 The Closing. The Merger shall be consummated as promptly as possible after a closing (the "Closing"). The Closing shall be held at the offices of Varnum, Riddering, Schmidt & Howlett LLP, Bridgewater Place, 333 Bridge Street, N.W., Grand Rapids, Michigan 49504 on such date and at such time as may be mutually agreed by the parties, or in the absence of such agreement, on a date specified by either party upon 5 business days' written notice after the last to occur of the following events: (i) the receipt of all consents and approvals of government regulatory authorities as legally required to consummate the Merger and the expiration of all statutory waiting periods; and (ii) the requisite approval of this Plan of Merger by the shareholders of Grand and Macatawa. Scheduling or commencing the Closing shall not, however, constitute a waiver of the conditions precedent as set forth in this Plan of Merger. Upon completion of the Closing, Grand and Macatawa shall each promptly execute and file an appropriate certificate of merger in the form and as required by the Michigan Act to effect the Merger (the "Certificate of Merger.")

1.3 Effective Time of the Merger. Subject to the terms and conditions of this Plan of Merger, the Merger shall be consummated as promptly as possible following the Closing by filing the Certificate of Merger in the manner required by law. The "Effective Time of the Merger" shall be a date and time to be specified in the Certificate of Merger, which shall be as soon as practicable, but not later than 3 business days, after the Closing.

1.4 Merger of Grand with and into Macatawa. Grand shall be merged with and into Macatawa (each sometimes being referred to as a "Constituent Corporation" prior to the Merger) by the filing of the Certificate of Merger with the Michigan Department of Consumer and Industry Services, Bureau of Commercial Services Corporations Division as provided by the Michigan Act. At the Effective Time of the Merger, the Constituent Corporations shall become a single corporation, which shall be Macatawa (the "Surviving Corporation").

1.5 Effect of the Merger. From and after the Effective Time of the Merger, the effect of the Merger upon each of the Constituent Corporations and the Surviving Corporation shall be as provided in Chapter Seven of the Michigan Act with respect to the merger of domestic corporations.

1.6 Additional Actions. If, at any time after the Effective Time of the Merger, the Surviving Corporation shall determine that any further assignments or assurances or any other acts are necessary or desirable to vest, perfect, or confirm, of record or otherwise, in the Surviving Corporation its right, title, or interest in, to, or under any of the rights, properties, or assets of Grand acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or to otherwise carry out the purposes of this Plan of Merger, then Grand and its directors and officers shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments, and assurances in law and to do all acts necessary or proper to vest, perfect, or confirm title to and possession of such rights, properties, or assets in the Surviving Corporation and to otherwise carry out the purposes of this Plan of Merger. After the Effective Time of the Merger, the directors and officers of the Surviving Corporation are fully authorized in the name of Grand to take any and all such action as may be contemplated by this Article I (The Transaction).

1.7 Surviving Corporation. As of and immediately after the Effective Time of the Merger, the Surviving Corporation shall have the following attributes until they are subsequently changed in the manner provided by law:

1.7.1 Name. The name of the Surviving Corporation shall be "Macatawa Bank Corporation."

1.7.2 Articles of Incorporation. The Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation of Macatawa as in effect immediately prior to the Effective Time of the Merger.

1.7.3 Bylaws. The Bylaws of the Surviving Corporation shall be the Bylaws of Macatawa as in effect immediately prior to the Effective Time of the Merger.

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1.7.4 Directors. From and after the Effective Time of the Merger, until duly changed in compliance with applicable law and the Articles of Incorporation of the Surviving Corporation, the Board of Directors of the Surviving Corporation shall consist of the persons who are serving as directors of Macatawa immediately prior to the Effective Time of the Merger plus one additional person who is a member of the Grand Board of Directors immediately prior to the Effective Time of the Merger and who is selected by Grand, with such selection to be subject to the approval by the Board of Directors of Macatawa.

1.7.5 Officers. The officers of the Surviving Corporation shall be the persons who were officers of Macatawa immediately prior to the Effective Time of the Merger.

ARTICLE II
MERGER CONSIDERATION; EXCHANGE PROCEDURE

2.1 Conversion of Outstanding Grand Common Stock. Subject to the provisions of this Plan of Merger, each share of Grand Common Stock outstanding immediately prior to the Effective Time of the Merger shall become and be converted into the right to receive that number of shares of Macatawa Common Stock equal to the Stock Exchange Ratio (as defined below) (the "Per Share Stock Consideration"), provided that no fractional shares of Macatawa Common Stock will be issued. Each share of Grand Common Stock (i) held by Macatawa or any of its subsidiaries for its own account and not in a fiduciary or representative capacity for a person other than Macatawa or any of its subsidiaries or (ii) held by Grand as an authorized but unissued share, if any, shall be cancelled and no consideration shall be issuable and payable with respect to any such share. For purposes of this Plan of Merger, the "Stock Exchange Ratio" will be 17.5979.

2.2 Conversion of Grand Stock Options. Subject to the provisions of this Plan of Merger:

2.2.1 Definition of Grand Stock Options. For purposes of this Plan of Merger, "Grand Stock Options" shall mean all outstanding options to purchase shares of Grand Common Stock which were granted pursuant to the Grand Bank Financial Corporation 1988 Stock Option Plan or the Grand Bank Financial Corporation Stock Option Plan of 1997.

2.2.2 Conversion of Outstanding Grand Stock Options. Subject to the provisions of this Plan of Merger, each Grand Stock Option which is outstanding immediately prior to the Effective Time of the Merger shall at the Effective Time of the Merger become and be converted into an option to purchase shares of Macatawa Common Stock ("Converted Macatawa Stock Options") in an amount equal to the product (rounded to the fourth decimal place) of (a) the number of shares of Grand Common Stock then subject to the Grand Stock Option, multiplied by (b) the Stock Exchange Ratio, provided that any fractional shares of Macatawa Common Stock resulting from such multiplication shall be rounded to the nearest whole share. The exercise price per share of Macatawa Common Stock under the Converted Macatawa Stock Option shall be equal to the then applicable exercise price per share of Grand Common Stock under the Grand Stock Option divided by the Stock Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent.

2.2.3 Registration of Underlying Shares of Macatawa Common Stock. Macatawa shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Macatawa Common Stock for delivery upon the exercise of all Converted Macatawa Stock Options. As soon as practicable after the Effective Time of the Merger, Macatawa shall file a registration statement on form S-8 (or any successor or other appropriate form), with respect to the Macatawa Common Stock subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as all the Converted Macatawa Stock Options remain outstanding.

2.3 No Fractional Securities. Notwithstanding any other provision hereof, no fractional shares of Macatawa Common Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; instead, Macatawa shall pay to each holder of Grand Common Stock (after taking into account all Old Certificates (as defined in Section 2.4.1 (New Certificates and Exchange Fund) delivered by such holder) an amount in cash (without interest) determined by multiplying such fraction by the Market Price. For purposes of this Plan of Merger, the "Market Price" shall be the average of the last-reported sale price per share of Macatawa Common Stock for the five (5) consecutive trading days ending on the business day prior to Closing, as reported on The NASDAQ Stock Market.

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2.4 Exchange Procedures.

2.4.1 New Certificates and Exchange Fund. At or prior to the Effective Time of the Merger, Macatawa shall deliver, or shall cause to be delivered, to Registrar and Transfer Company or such other bank or trust company as Macatawa may designate (the "Exchange Agent"), for the benefit of the holders of certificates formerly representing shares of Grand Common Stock ("Old Certificates") for exchange in accordance with this Article II (Merger Consideration; Exchange Procedure), certificates representing the shares of Macatawa Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with respect thereto (without any interest thereon), being hereinafter referred to as the "Exchange Fund" to be issued and paid pursuant to this Article II in exchange for outstanding shares of Grand Common Stock.

2.4.2 Transmittal Materials. As promptly as practicable after the Effective Time of the Merger, Macatawa shall send or cause to be sent to each former holder of record of shares of Grand Common Stock immediately prior to the Effective Time of the Merger, transmittal materials for use in exchanging such holder's Old Certificates for the consideration set forth in this Article II (Merger Consideration; Exchange Procedure). Macatawa shall cause the New Certificates into which shares of a shareholder's Grand Common Stock are converted on the Effective Time of the Merger and/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such holder upon delivery to the Exchange Agent of Old Certificates representing such shares of Grand Common Stock (or indemnity reasonably satisfactory to Macatawa and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such holder. No interest will be paid on any such cash to be paid pursuant to this Article II upon such delivery.

2.4.3 Delivery to Public Officials. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Grand Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

2.4.4 Dividends and Distributions. No dividends or other distributions with respect to Macatawa Common Stock with a record date occurring after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Old Certificate representing shares of Grand Common Stock converted in the Merger into shares of such Macatawa Common Stock until the holder thereof shall surrender such Old Certificate in accordance with this Article II (Merger Consideration; Exchange Procedure). After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Macatawa Common Stock represented by such Old Certificate.

2.4.5 Unclaimed Funds. Any portion of the Exchange Fund that remains unclaimed by the shareholders of Grand for twelve months after the Effective Time of the Merger shall be paid to Macatawa. Any shareholders of Grand who have not theretofore complied with this Article II (Merger Consideration; Exchange Procedure) shall thereafter look only to Macatawa for payment of the shares of Macatawa Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on the shares of Macatawa Common Stock deliverable in respect of each share of Grand Common Stock such shareholder holds as determined pursuant to this Plan of Merger, in each case, without any interest thereon.

2.4.6 Grand Stock Options. In addition to the foregoing, Macatawa may require any procedures reasonably deemed necessary to effectuate the conversion of Grand Stock Options as contemplated by Section 2.2 (Conversion of Grand Stock Options).

2.5 Macatawa Common Stock. Each share of Macatawa Common Stock outstanding immediately prior to the Effective Time of the Merger shall continue to be outstanding without any change. Each shareholder of Macatawa whose shares were outstanding immediately before 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.

2.6 Anti-Dilution Adjustments. This Plan of Merger shall not limit or restrict in any manner Macatawa's right to effect a consolidation or merger of Macatawa with or into another corporation or to effect a stock split, stock dividend or similar transaction with respect to the outstanding Macatawa Common Stock. In the event that Macatawa changes (or establishes a record date for changing) the number of shares of Macatawa Common Stock issued and outstanding prior to the Effective Time of the Merger as a result of a stock split, stock dividend or similar transaction with respect to the outstanding Macatawa Common Stock and the record date therefore shall be prior to the Effective Time of the Merger, the Stock Exchange Ratio shall be adjusted by multiplying it by that ratio (i) the numerator of which shall be the total number of shares of

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Macatawa Common Stock that are outstanding as of the record date for such adjustment plus the additional number of shares (including the aggregate of all possible fractional shares) to be issued in such adjustment computed as of that record date; and (ii) the denominator of which shall be the total number of shares of Macatawa Common Stock outstanding as of the record date for such adjustment. In the event of a recapitalization or reclassification of outstanding shares of Macatawa Common Stock or a consolidation or merger of Macatawa with or into another corporation, other than a merger in which Macatawa is the surviving corporation and which does not result in any reclassification of Macatawa Common Stock, holders of Grand Common Stock would receive, in lieu of each share of Macatawa Common Stock to be issued in exchange for Grand Common Stock, the kind and amount of shares of Macatawa stock, other securities, money, and property receivable upon such reclassification, consolidation, or merger by holders of Macatawa Common Stock with respect to shares of Macatawa Common Stock outstanding immediately prior to such reclassification, consolidation or merger.

2.7 Grand Common Stock No Longer Outstanding. Each share of Grand Common Stock outstanding immediately prior to the Effective Time of the Merger shall be considered to be no longer outstanding and to represent solely the right to receive shares of Macatawa Common Stock as provided in Section 2.1 (Conversion of Outstanding Grand Common Stock), together with any other distributions payable as provided in Section 2.6 (Anti-Dilution Adjustments), but subject to the payment of cash in lieu of fractional shares as provided in Section 2.3 (No Fractional Securities).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF MACATAWA

Except as otherwise set forth in the Macatawa disclosure statement ("Macatawa Disclosure Statement") previously delivered to Grand, Macatawa represents and warrants to Grand that:

3.1 Authorization, No Conflicts, Etc.

3.1.1 Authorization of Agreement. The execution, delivery, and performance of this Plan of Merger by Macatawa have been duly authorized and approved by all necessary corporate action, except that this Plan of Merger and the issuance of shares of Macatawa Common Stock pursuant to the Merger, is subject to the approval of Macatawa's shareholders as described in Section 1.1 (Approval of Plan of Merger) and, except for such shareholder approval, when executed and delivered, this Plan of Merger will be legally binding on and enforceable against Macatawa in accordance with its terms.

3.1.2 No Conflict, Breach, Violation, Etc. The execution, delivery, and performance of this Plan of Merger by Macatawa, and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of:

(a) Articles or Bylaws. Any provision of Macatawa's Articles of Incorporation or Bylaws; or

(b) Statutes, Judgments, Etc. Any statute, code, ordinance, rule, regulation, judgment, order, writ, arbitration award, decree, or injunction applicable to Macatawa or its subsidiaries, assuming the timely receipt of each of the approvals referred to in Section 3.1.4 (Required Approvals).

3.1.3 No Contractual Breach, Default, Liability, Etc. The execution, delivery, and performance of this Plan of Merger by Macatawa, and the consummation of the Merger, do not and will not:

(a) Agreements, Etc. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of Macatawa or any of its subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which Macatawa or any of its subsidiaries is a party or by which they are bound or affected:
(1) which is material to the business, income, or financial condition of Macatawa on a consolidated basis; or (2) the violation or breach of which could prevent Macatawa from consummating the Merger;

(b) Regulatory Restrictions. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under any memorandum of understanding or similar regulatory consent agreement to which Macatawa or any of its subsidiaries is a party or subject, or by which it is bound or affected; or

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(c) Tortious Interference. Subject Grand, its subsidiaries, or their respective directors or officers to liability for tortious interference with contractual rights.

3.1.4 Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation of the Merger by Macatawa other than filing the Certificate of Merger in compliance with the provisions of the Michigan Act, compliance with federal and state securities laws, and the consents, authorizations, approvals, or exemptions required under the Federal Bank Holding Company Act. As of the date of this Plan of Merger, Macatawa knows of no reason why the regulatory approvals referred to in this Section 3.1.4 (Required Approvals) cannot be obtained or why this process could be materially impeded.

3.2 Organization and Good Standing. Macatawa and its subsidiaries are corporations duly organized, validly existing, and in good standing under the laws of the State of Michigan. Macatawa and its subsidiaries possess all requisite corporate power and authority to own, operate, and lease its properties and to carry on its business substantially as it is now being conducted in all material respects. Macatawa is a bank holding company duly registered and in good standing with the Federal Reserve Board under the Federal Bank Holding Company Act. Macatawa and its subsidiaries are not required to be qualified or admitted to conduct business as a foreign corporation in any other state.

3.3 Subsidiaries. Macatawa owns all of the issued and outstanding shares of capital stock of Macatawa Bank, which owns all of the issued and outstanding shares of capital stock of Macatawa Bank Mortgage Company, in each case free and clear of all claims, security interests, pledges, or liens of any kind. Each of Macatawa's subsidiaries has full corporate power and authority to carry on its business substantially as and where now being conducted.

3.4 Capital Stock.

3.4.1 Classes and Shares. The authorized capital stock of Macatawa consists of 500,000 shares of preferred stock, no par value, none of which have been issued, and 9,500,000 shares of common stock, no par value, of which, as of the date and time of the execution of this Plan of Merger, 5,307,201 shares were issued and outstanding.

3.4.2 No Other Capital Stock. There is no security or class of securities authorized or issued which represents or is convertible into capital stock of Macatawa except as described in this Section 3.4 (Capital Stock). As of the date of the execution of this Plan of Merger, there are no outstanding subscriptions, options, warrants, or rights to acquire any capital stock of Macatawa, or agreements to which Macatawa is a party or by which it is bound to issue capital stock, except for the stock options disclosed in Macatawa's Annual Report to shareholders for the year ended December 31, 2000 (the "Macatawa Annual Report") and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

3.4.3 Voting Rights. Other than the shares of Macatawa's common stock described in this Section 3.4 (Capital Stock), neither Macatawa nor any of its subsidiaries have outstanding any security:

(a) The holder or holders of which have the right to vote on the approval of the Merger or this Plan of Merger; or

(b) Which entitles the holder or holders to consent to, or withhold consent on, the Merger or this Plan of Merger.

3.4.4 Macatawa Common Stock. The shares of Macatawa Common Stock to be issued in the Merger, when issued in accordance with this Plan of Merger, will be duly authorized and, when issued as contemplated by this Plan of Merger, will be validly issued, fully paid, and nonassessable shares.

3.5 Registration Statement, Etc.

3.5.1 Document. The term "Document," when capitalized in this Plan of Merger, shall collectively mean: (i) the registration statement to be filed by Macatawa with the Securities and Exchange Commission (the "SEC") in connection with the Macatawa Common Stock to be issued in the Merger (the "Registration Statement"); (ii) the prospectus and proxy statement (the "Prospectus and Proxy Statement") to be mailed to the shareholders of the Corporations in connection with their respective shareholders' meetings regarding this Plan of Merger; and (iii) any

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other documents to be filed with the SEC, the Federal Reserve Board, the State of Michigan, or any other regulatory agency in connection with the transactions contemplated by this Plan of Merger.

3.5.2 Accurate Information. None of the information to be supplied by Macatawa for inclusion, or included, in any Document will:

(a) Be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading (i) at the respective times such Documents are filed; (ii) with respect to the Registration Statement, when it becomes effective; and (iii) with respect to the Prospectus and Proxy Statement, when it is mailed.

(b) With respect to the Registration Statement and the Prospectus and Proxy Statement, as either may be amended or supplemented, at the time of either Corporation's shareholders meeting with respect to this Plan of Merger, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for either Corporation's shareholders meeting.

3.5.3 Compliance of Filings. All Documents that Macatawa is responsible for filing with any regulatory agency in connection with the Merger will comply in all material respects with the provisions of applicable law.

3.6 Financial Statements. The consolidated financial statements of Macatawa and its subsidiaries as of and for each of the three years ended December 31, 2000, 1999 and 1998, as reported on by Macatawa's independent accountants, and the unaudited consolidated financial statements of Macatawa and its subsidiaries as of and for the quarter ended March 31, 2001, June 30, 2001, and September 30, 2001, including all schedules and notes relating to such statements (collectively, "Macatawa's Financial Statements"), fairly present, and the unaudited consolidated financial statements of Macatawa and its subsidiaries as of and for each quarter and year ending after the date of this Plan of Merger until the Effective Time of the Merger, including all schedules and notes relating to such statements, will fairly present, the financial condition and the results of operations, changes in shareholders' equity, and cash flows of Macatawa as of the respective dates of and for the periods referred to in such financial statements, all in accordance with generally accepted United States accounting principles ("GAAP") consistently applied, subject, in the case of unaudited interim financial statements, to normal, recurring year-end adjustments (the effect of which would not, individually or in the aggregate, have a Material Adverse Effect on Macatawa) and the absence of notes (that, if presented, would not differ materially from those included in Macatawa's Financial Statements).

3.7 Absence of Undisclosed Liabilities. Except as and to the extent reflected or reserved against in the consolidated balance sheet of Macatawa and its subsidiaries as of September 30, 2001, and the notes thereto, neither Macatawa nor any subsidiary had, as of such date, liabilities or obligations, secured or unsecured (whether accrued, absolute, or contingent) which are, or as to which there is a reasonable probability that they could be, materially adverse to the income or financial condition of Macatawa and its subsidiaries on a consolidated basis.

3.8 Absence of Material Adverse Change. Since September 30, 2001, there has been no material adverse change in the business, income, or financial condition of Macatawa and its subsidiaries on a consolidated basis. No facts or circumstances have been discovered from which it reasonably appears that there is a significant risk and reasonable probability that there will occur a material adverse change in the business, income, or financial condition of Macatawa and its subsidiaries on a consolidated basis.

3.9 Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or threatened by any person, including without limitation any governmental or regulatory agency, against Macatawa, any of its subsidiaries, or the assets or business of Macatawa or any of its subsidiaries, any of which has or may have a Material Adverse Effect on the business, income, or financial condition of Macatawa and its subsidiaries on a consolidated basis. There is no factual basis known to Macatawa or its subsidiaries which presents a reasonable potential for any such action, suit, proceeding, claim, arbitration, or investigation.

3.10 Conduct of Business. Macatawa and its subsidiaries have conducted their respective businesses and used their respective properties substantially in compliance with all federal, state, and local laws, civil or common, ordinances and regulations, including without limitation applicable federal and state laws and regulations concerning banking, securities, truth-in-lending, truth-in-savings, mortgage origination and servicing, usury, fair credit reporting, consumer protection, occupational safety, civil rights, employee protection, fair employment practices, fair labor standards, and insurance; and Environmental Laws (as defined in Section 4.21.3(b) (Environmental Laws)), except for violations which would not have a Material Adverse Effect on the business, income or financial condition of Macatawa and its subsidiaries on a consolidated basis.

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3.11 Absence of Defaults Under Contracts. There is no existing default by Macatawa or any of its subsidiaries, or any other party, under any contract, mortgage, lease, indenture or agreement to which Macatawa or a subsidiary of Macatawa is a party, or by which any of them is bound, which could subject Macatawa or a subsidiary of Macatawa to a risk that would have a Material Adverse Effect on Macatawa and its subsidiaries on a consolidated basis.

3.12 Regulatory Filings. In the last five years:

3.12.1 Filings. Macatawa and its subsidiaries have filed in a timely manner all material filings with regulatory bodies for which filings are required;

3.12.2 Complete and Accurate. All such filings, as amended, were complete and accurate in all material respects as of the dates of such filings, and there were no misstatements or omissions therein which, as of the making of this representation and warranty, would be material to the business, income, or financial condition of Macatawa and its subsidiaries on a consolidated basis; and

3.12.3 Compliance with Regulations. All such filings complied in all material respects with all regulations, forms, and guidelines applicable to such filings.

3.13 Licenses, Permits, Etc. Macatawa and its subsidiaries hold all licenses, certificates, permits, franchises, and rights from all appropriate federal, state, and other public authorities necessary for the conduct of their businesses as presently conducted, the lack of which would have a Material Adverse Effect on the business, income, or financial condition of Macatawa and its subsidiaries on a consolidated basis.

3.14 Environmental Matters. There are no actions, suits, investigations, liabilities, inquiries or other proceedings, rules, orders or citations involving Macatawa or its subsidiaries pending, or to the knowledge of Macatawa, threatened as a result of any failure of Macatawa or any of its subsidiaries, to comply with any requirement of Environmental Laws (as defined in Section
4.21.3(b) (Environmental Laws)) that is material to the operations or assets of Macatawa and its subsidiaries on a consolidated basis. To the knowledge of Macatawa, there is no factual basis for any of the foregoing.

3.15 Allowance for Loan Losses. The allowance for loan losses reflected in Macatawa's audited consolidated financial statements and Call Reports for the fiscal year ended December 31, 2000, and for the fiscal quarter ended September 30, 2001, and the audited consolidated financial statements and unaudited Call Reports for any subsequent quarter or year, was or will be (as applicable) in the reasonable opinion of management of Macatawa (a) adequate to meet all reasonably anticipated loan losses, net of recoveries related to loans previously charged off as of those dates, and (b) consistent with GAAP consistently applied and safe and sound banking practices.

3.16 Agreements With Bank Regulators. Neither Macatawa nor any of Macatawa's subsidiaries is a party to any agreement or memorandum of understanding with, or a party to any commitment letter, board resolution or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, any governmental authority that restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit or reserve policies or its management, nor has Macatawa been advised by any governmental authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission. As of the date of this Plan of Merger, Macatawa knows of no reason why the regulatory approvals referred to in Section 3.1.4 (Required Approvals) cannot be obtained or why this process would be materially impeded.

3.17 True and Complete Information. No schedule, statement, list, certificate, or other information furnished or to be furnished by Macatawa in connection with this Plan of Merger, including the Macatawa Disclosure Statement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF GRAND

Except as otherwise set forth in the Grand disclosure statement ("Grand Disclosure Statement") previously delivered to Macatawa, Grand represents and warrants to Macatawa that:

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4.1 Authorization, No Conflicts, Etc.

4.1.1 Authorization of Agreement. The execution, delivery, and performance of this Plan of Merger by Grand have been duly authorized and approved by all necessary corporate action except that this Plan of Merger is subject to the approval of Grand's shareholders as described in Section
1.1 (Approval of Plan of Merger) and, except for such shareholder approval, when executed and delivered, this Plan of Merger will be legally binding on and enforceable against Grand in accordance with its terms.

4.1.2 No Conflict, Breach, Violation, Etc. The execution, delivery, and performance of this Plan of Merger by Grand, and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of:

(a) Articles or Bylaws. Any provision of Grand's Articles of Incorporation or Bylaws; or

(b) Statutes, Judgments, Etc. Any statute, code, ordinance, rule, regulation, judgment, order, writ, arbitral award, decree, or injunction applicable to Grand or its subsidiaries, assuming the timely receipt of each of the approvals referred to in Section 4.1.4 (Required Approvals).

4.1.3 No Contractual Breach, Default, Liability, Etc. The execution, delivery, and performance of this Plan of Merger by Grand, and the consummation of the Merger, do not and will not:

(a) Agreements, Etc. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice or filing under, or extinguish any material contract right of Grand or any of its subsidiaries under any agreement, mortgage, lease, commitment, indenture, other instrument, or obligation to which Grand or its subsidiaries is a party or by which they are bound or affected: (1) which is material to the business, income, or financial condition of Grand, the Bank or any other subsidiary of Grand on a consolidated basis; or (2) the violation or breach of which could prevent Grand from consummating the Merger;

(b) Regulatory Restrictions. Violate, conflict with, result in a breach of, constitute a default under, require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under any memorandum of understanding or similar regulatory consent agreement to which Grand, the Bank or any other subsidiary of Grand is a party or subject, or by which it is bound or affected; or

(c) Tortious Interference. Subject Macatawa or any of its subsidiaries or their respective directors or officers to liability for tortious interference with contractual rights.

4.1.4 Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation of the Merger by Grand other than filing the Certificate of Merger in compliance with the provisions of the Michigan Act, compliance with federal and state securities laws, and the consents, authorizations, approvals, or exemptions required under the Federal Bank Holding Company Act. As of the date of this Plan of Merger, Grand knows of no reason why the regulatory approvals referred to in this Section 4.1.4 (Required Approvals) cannot be obtained or why this process could be materially impeded.

4.2 Organization and Good Standing. Grand and its subsidiaries are corporations duly organized, validly existing, and in good standing under the laws of the State of Michigan. Grand and its subsidiaries each possess all requisite corporate power and authority to own, operate, and lease its properties and to carry on its business substantially as it is now being conducted in all material respects. Grand is a bank holding company duly registered and in good standing with the Federal Reserve Board under the Federal Bank Holding Company Act. Grand and its subsidiaries are not required to be qualified or admitted to conduct business as a foreign corporation in any other state.

4.3 Subsidiaries.

4.3.1 Ownership of Subsidiaries. Grand owns all of the issued and outstanding shares of capital stock of the Bank which owns all of the issued and outstanding shares of capital stock of the Grand Mortgage Company (the "Mortgage Company"), in each case free and clear of all claims, security interests, pledges, or liens of any kind. Grand does not have "Control" (as defined in Section 2(a)(2) of the Federal Bank Holding Company Act, using 5 percent rather than 25 percent), either directly or indirectly, of any corporation engaged in an active trade or business or which holds any significant assets other than as stated in this Section 4.3 (Subsidiaries).

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4.3.2 Rights to Capital Stock. There are no outstanding subscriptions, options, warrants, rights to acquire, or any other similar agreements pertaining to the capital stock of the Bank or the Mortgage Company.

4.3.3 Qualification and Power. The Bank and the Mortgage Company:

(a) Foreign Qualification. Are not, and are not required to be, qualified or admitted to conduct business in any other state except where the lack of such qualification or admission would not have a Material Adverse Effect on Grand and its subsidiaries on a consolidated basis; and

(b) Corporate Power. Have full corporate power and authority to carry on their business substantially as and where now being conducted.

4.3.4 FDIC; Insurance Assessments. The Bank maintains in full force and effect deposit insurance through the Bank Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC"). The Bank has fully paid to the FDIC as and when due all assessments with respect to its deposits as are required to maintain such deposit insurance in full force and effect.

4.3.5 Regulatory Fees and Charges. The Bank and the Mortgage Company have paid as and when due all material fees, charges, assessments, and the like to each and every governmental or regulatory agency having jurisdiction as required by law, regulation, or rule.

4.4 Capital Stock and Stock Options.

4.4.1 Classes and Shares. The authorized capital stock of Grand consists of 250,000 shares of common stock, no par value, of which, as of the date and time of the execution of this Plan of Merger, 134,959 shares were issued and outstanding and each of such outstanding shares are legally and validly issued, fully paid and nonassessable.

4.4.2 No Other Capital Stock. There is no security or class of securities authorized or issued which represents or is convertible into capital stock of Grand except as described in this Section 4.4 (Capital Stock and Stock Options). As of the date of the execution of this Plan of Merger, there are no outstanding subscriptions, options, warrants, or rights to acquire any capital stock of Grand, or agreements to which Grand is a party or by which it is bound to issue capital stock, except for Grand Stock Options disclosed pursuant to Section 4.4.4 (Stock Options).

4.4.3 Voting Rights. Other than the shares of Grand Common Stock described in this Section 4.4 (Capital Stock and Stock Options), neither Grand nor any of its subsidiaries have outstanding any security:

(a) The holder or holders of which have the right to vote on the approval of the Merger or this Plan of Merger; or

(b) Which entitles the holder or holders to consent to, or withhold consent on, the Merger or this Plan of Merger.

4.4.4 Stock Options. The Grand Disclosure Statement contains a true, accurate and complete list of all stock option plans and outstanding options and other rights to purchase shares of Grand Common Stock or any other securities of Grand. Each such stock option plan was duly authorized and approved by the Board of Directors of Grand and complies with the provisions of any and all applicable laws. Each grant of an outstanding Grand Stock Option was duly authorized and approved by the Board of Directors of Grand and was issued in material compliance with the terms of the applicable stock option plan and applicable laws.

4.5 Financial Statements.

4.5.1 Financial Statements. The audited consolidated financial statements of Grand and its subsidiaries, as reported on by Grand's independent accountants, as of and for (i) each of the three years ended December 31, 2000, 1999 and 1998 and (ii) the year ended December 31, 2001, if such is prepared and audited prior to the Effective Time of the Merger (collectively, "Grand's Financial Statements"), including all schedules and notes relating to such statements, do or will (as applicable) fairly present, the financial condition and the results of operations, changes in shareholders' equity, and cash flows of Grand as of the respective dates of and for the periods referred to in such

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financial statements, all in accordance with GAAP consistently applied. The unaudited consolidated financial statements of Grand and its subsidiaries as of and for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001, contained in Grand's quarterly reports on Form FRY-9C filed with the Federal Reserve, and the unaudited consolidated financial statements of Grand to be filed on Form FRY-9C prior to the Effective Time of the Merger, including all schedules and notes relating to such statements and included in such reports (collectively the "FRY-9Cs"), are and will be correct and complete in all material respects. The FRY-9Cs, which have been filed, were prepared, and the FRY-9Cs to be filed will be prepared, in conformity with applicable regulatory accounting principles ("RAP") applied consistently throughout the periods indicated (except as otherwise noted in such FRY-9Cs).

4.5.2 Call Reports. The reports of condition and income of the Bank as of and for each of the years ended December 31, 1998, 1999 and 2000, and as of and for each of the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001, and the reports of condition and income of the Bank to be filed with the FDIC prior to the Effective Time of the Merger, including all schedules, and notes relating to such reports (collectively, the "Call Reports"), are and will be correct and complete in all material respects. The Call Reports, which have been filed, were prepared, and the Call Reports to be filed will be prepared, in conformity with applicable RAP applied consistently throughout the periods indicated (except as otherwise noted in such reports).

4.6 Absence of Undisclosed Liabilities. Except as and to the extent reflected or reserved against in the consolidated balance sheet of Grand and its subsidiaries as of December 31, 2000, and the notes thereto, neither Grand, the Bank nor any other subsidiary of Grand had, as of such date, liabilities or obligations, secured or unsecured (whether accrued, absolute, or contingent) which are, or as to which there is a reasonable probability that they could be, materially adverse to the income or financial condition of Grand and subsidiaries on a consolidated basis.

4.7 Absence of Material Adverse Change. Since December 31, 2000, there has been no material adverse change in the business, income, or financial condition of Grand, the Bank and any other subsidiary of Grand on a consolidated basis. No facts or circumstances have been discovered from which it reasonably appears that there is a significant risk and reasonable probability that there will occur a material adverse change in the business, income, or financial condition of Grand and its subsidiaries on a consolidated basis.

4.8 Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or threatened by any person, including without limitation any governmental or regulatory agency, against Grand or its subsidiaries, or the assets or business of Grand or its subsidiaries, any of which has or may have a Material Adverse Effect on the business, income, or financial condition of Grand and its subsidiaries on a consolidated basis. There is no factual basis known to Grand or its subsidiaries, which presents a reasonable potential for any such action, suit, proceeding, claim, arbitration, or investigation.

4.9 Conduct of Business. Grand and its subsidiaries have conducted their respective businesses and used their respective properties substantially in compliance with all federal, state, and local laws, civil or common, ordinances and regulations, including without limitation applicable federal and state laws and regulations concerning banking, securities, truth-in-lending, truth-in-savings, mortgage origination and servicing, usury, fair credit reporting, consumer protection, occupational safety, civil rights, employee protection, fair employment practices, fair labor standards, and insurance; and the Environmental Laws (as defined in Section 4.21.3(b) (Environmental Laws)), except for violations which would not have a Material Adverse Effect on the business, income or financial condition of Grand and its subsidiaries on a consolidated basis.

4.10 Absence of Defaults Under Contracts. There is no existing default by Grand, the Bank, or any other subsidiary of Grand or any other party, under any contract, mortgage, lease, indenture or agreement to which Grand, the Bank or any other subsidiary of Grand is a party, or by which any of them is bound, which could subject Grand, the Bank or any other subsidiary of Grand to a risk that would have a Material Adverse Effect on Grand and its subsidiaries on a consolidated basis.

4.11 Regulatory Filings. In the last five years:

4.11.1 Filings. Grand and its subsidiaries have filed in a timely manner all filings with regulatory bodies for which filings are required;

4.11.2 Complete and Accurate. All such filings, as amended, were complete and accurate in all material respects as of the dates of such filings, and there were no misstatements or omissions therein which, as of the making

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of this representation and warranty, would be material to the business, income, or financial condition of Grand and its subsidiaries on a consolidated basis; and

4.11.3 Compliance with Regulations. All such filings complied in all material respects with all regulations, forms, and guidelines applicable to such filings.

4.12 Registration Statement, Etc.

4.12.1 Accurate Information. None of the information to be supplied by Grand for inclusion, or included, in any Document will:

(a) Be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading (i) at the respective times such Documents are filed; (ii) with respect to the Registration Statement, when it becomes effective; and (iii) with respect to the Prospectus and Proxy Statement, when it is mailed.

(b) With respect to the Registration Statement and the Prospectus and Proxy Statement, as either may be amended or supplemented, at the time of either Corporation's shareholders meeting with respect to this Plan of Merger, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for either Corporation's shareholders meeting.

4.12.2 Compliance of Filings. All Documents that Grand is responsible for filing with any regulatory agency in connection with the Merger will comply in all material respects with the provisions of applicable law.

4.13 Tax Matters.

4.13.1 Tax Returns. Grand and its current subsidiaries and any and all prior subsidiaries of any of them have duly and timely filed all material tax returns that they have by law been required to file, including without limitation those with respect to income, withholding, social security, unemployment, franchise, real property, personal property, intangibles, and single business taxes. Each such tax return, report, and statement, as amended, is correct and complies in all material respects with all applicable laws and regulations.

4.13.2 Tax Assessments and Payments. All material taxes and assessments, including any penalties, interest, and deficiencies relating to those taxes and assessments, due and payable by Grand, its current subsidiaries and any prior subsidiaries (while owned by Grand or any of its subsidiaries) have been paid in full as and when due including applicable extension periods. The provisions made for taxes on the consolidated balance sheet of Grand and its subsidiaries as of December 31, 2000, are sufficient for the payment of all federal, state, county, and local taxes of Grand, and all of its subsidiaries accrued but unpaid as of the date indicated, whether or not disputed, with respect to all periods through December 31, 2000.

4.13.3 Tax Audits The federal consolidated income tax returns of Grand and the Bank and any other prior or current subsidiary of Grand, have not been audited by the Internal Revenue Service ("IRS") within the last 10 years. There is no tax audit or legal or administrative proceeding for assessment or collection of taxes pending or, to Grand's knowledge, threatened with respect to Grand or the Bank or any other prior or current subsidiary of Grand. No claim for assessment or collection of taxes has been asserted with respect to Grand, the Bank or any other prior or current subsidiary of Grand. No waiver of any limitations statute or extension of any assessment or collection period is in effect with respect to Taxes of Grand, the Bank or any other prior or current subsidiary of Grand.

4.14 Title to Properties. Grand and its subsidiaries have good, sufficient, and marketable title to all of their properties and assets, whether real, personal, or a combination thereof, reflected in their books and records as being owned (including those reflected in the consolidated balance sheet of Grand and its subsidiaries as of December 31, 2000, except as since disposed of in the ordinary course of business), free and clear of all liens and encumbrances, except:

4.14.1 Reflected on Balance Sheet. As reflected on the consolidated balance sheet of Grand and its subsidiaries as of December 31, 2000, and the notes thereto;

4.14.2 Normal to Business. Liens for current taxes not yet delinquent and liens or encumbrances which are normal to the business of Grand and its subsidiaries and which are not material in relation to the business, income, or financial condition of Grand or its subsidiaries; and

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4.14.3 Immaterial Imperfections. Such imperfections of title, easements, and encumbrances, if any, as are not material in character, amount, or extent, and do not materially detract from the value, or materially interfere with the present use, of the properties subject thereto or affected thereby, or which would not otherwise be material to the business, income, or financial condition of Grand or its subsidiaries.

4.15 Condition of Property. The nonfinancial assets owned or leased by Grand and its subsidiaries constitute all of the assets held for use or used in connection with the business of Grand and its subsidiaries and are generally adequate to carry on their respective businesses as presently conducted. All material nonfinancial assets and properties that Grand or its subsidiaries own, lease, or use are in good operating condition (normal wear and tear excepted) are in a good state of maintenance and repair, are reasonably fit for their intended purposes, are adequately serviced by all utilities reasonably necessary for the effective operation of Grand's business and also that of its subsidiaries substantially as presently conducted, and are in the possession of Grand or its subsidiaries. None of the real property leased or used by Grand or its subsidiaries is the subject of any condemnation action and there is, to the best of Grand's knowledge, no proposal under consideration by any public or governmental authority or entity to use any of the real property leased or used by Grand or its subsidiaries for some other purpose.

4.16 Leases. All leases pursuant to which Grand or its subsidiaries, as lessee, lease real property which is material to the business of Grand and its subsidiaries or personal property having an initial value in excess of $25,000 per lease (a "Material Lease") are valid, effective, and enforceable against the lessor in accordance with their respective terms. There is no existing default under any Material Lease, or any event which with notice or lapse of time, or both, would constitute a default with respect to Grand or its subsidiaries or, to the best knowledge of Grand, any other party which would be reasonably expected to have a Material Adverse Effect on Grand and its subsidiaries on a consolidated basis. No Material Lease contains a prohibition against assignment by Grand or its subsidiaries, by operation of law or otherwise, or any other provision which would preclude Grand or its subsidiaries from possessing and using the leased premises for the same purposes and upon the same rental and other terms upon consummation of the Merger as are applicable to the possession and use by Grand or its subsidiaries as of the date of this Plan of Merger.

4.17 Ownership of Real Property. Neither Grand nor its subsidiaries own any of the real property used in connection with their business.

4.18 Licenses, Permits, Etc. Grand and its subsidiaries hold all licenses, certificates, permits, franchises, and rights from all appropriate federal, state, and other public authorities necessary for the conduct of their businesses as presently conducted, the lack of which would have a Material Adverse Effect on the business, income, or financial condition of Grand and its subsidiaries on a consolidated basis.

4.19 Certain Employment Matters.

4.19.1 Employment Policies, Programs, and Procedures. The policies, programs and practices of Grand and its subsidiaries relating to wages, hours of work, and other terms and conditions of employment are in compliance in all material respects with applicable laws, orders, regulations and ordinances governing employment and terms and conditions of employment.

4.19.2 Record of Payments. There is no existing or outstanding material obligation of Grand or its subsidiaries, whether arising by operation of law, civil or common, by contract, or by past custom, for Employment-Related Payments (as defined in Section 4.19.3 (Employment-Related Payments) to any trust, fund, company, governmental agency, present or former director, officer, employee, agent (or his or her heirs, survivors, legatees, or legal representatives), or person that has not been duly recorded on the books and records of Grand or its subsidiaries and paid when due or duly accrued as a liability, in the ordinary course of business in accordance with GAAP consistently applied.

4.19.3 Employment-Related Payments. For purposes of this Plan of Merger, "Employment-Related Payments" include any payment to be made with respect to any contract for employment, unemployment compensation benefits, profit sharing, pension or retirement benefits or social security benefits, or for fringe benefits, including vacation or holiday pay, bonuses and other forms of compensation, or for medical insurance or medical expenses, which are payable to present or former directors, officers, employees, or agents of Grand or its subsidiaries, or their respective survivors, heirs, legatees, or legal representatives.

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4.19.4 Employment Claims. There are no disputes, claims, or charges, pending or to Grand's knowledge threatened, alleging breach by Grand or any of its subsidiaries of any express or implied employment contract or commitment, or breach of any applicable law, order, regulation or ordinance relating to employment or terms and conditions of employment, and to Grand's knowledge there is no factual basis for any valid claim or charge with regard to such matters which could have a Material Adverse Effect on Grand's business, income or financial condition on a consolidated basis.

4.19.5 Disclosure of Agreements. Grand and its subsidiaries are not parties to any written or oral, express or implied:

(a) Employment contract or agreement, or guarantee of job security, made with or to any past or present employee of Grand or any of its subsidiaries which is not terminable by Grand or such subsidiary of Grand upon 30 days or less notice without penalty or obligation;

(b) Plan, contract or arrangement providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, retirement benefits of the type described in Statement of Financial Accounting Standard No. 106, or profit sharing; or

(c) Plan, agreement or arrangement with respect to payment of medical expenses, insurance (except insurance continuation limited to that required under provisions of the Consolidated Omnibus Budget Reconciliation Act), or other benefits for any former employee of Grand or its subsidiaries or any spouse, child, member of the same household, estate, or survivor of any such employee.

4.20 Employee Benefit Plans. With respect to any "employee welfare benefit plan," any "employee pension benefit plan", or any employee benefit plan within the respective meanings of Sections 3(1), 3(2), and 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (each referred to as an "Employee Benefit Plan"), maintained by or for the benefit of Grand or its subsidiaries or to which Grand or its subsidiaries have made payments or contributions on behalf of its employees:

4.20.1 ERISA Compliance. Grand and its subsidiaries, each Employee Benefit Plan, and all trusts created thereunder are in substantial compliance with ERISA and all other applicable laws and regulations applicable to such plans and trusts.

4.20.2 Internal Revenue Code Compliance. Grand and its subsidiaries, each Employee Benefit Plan which is intended to be a qualified plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and all trusts created thereunder are in compliance in all material respects with the applicable provisions of the Internal Revenue Code.

4.20.3 Prohibited Transactions. No Employee Benefit Plan and no trust created thereunder has been involved in any nonexempt "prohibited transaction" as defined in Section 4975 of the Internal Revenue Code and in Sections 406, 407, and 408 of ERISA.

4.20.4 Plan Termination. No Employee Benefit Plan which is a qualified plan under Section 401(a) of the Internal Revenue Code and no trust created thereunder has been terminated, partially terminated, curtailed, discontinued, or merged into another plan or trust after June 30, 1974, except in compliance with notice and disclosure to the IRS and the Pension Benefit Guaranty Corporation (the "PBGC"), where applicable, as required by the Internal Revenue Code and ERISA. With respect to each such termination, all termination procedures have been completed and there are no pending or potential liabilities to PBGC, to the plans, or to participants under such terminated plans. Each such termination, partial termination, curtailment, discontinuance, or consolidation has been accompanied by the issuance of a current favorable determination letter by the IRS and, where applicable, has been accompanied by plan termination proceedings with and through the PBGC.

4.20.5 Multiemployer Plan. No Employee Benefit Plan is a "multiemployer plan" within the meaning of Section 3(37)(A) of ERISA.

4.20.6 Defined Benefit Plan. Except for the Grand Pension Plan (the "Grand Pension Plan") no Employee Benefit Plan in effect as of the date of this Plan of Merger is a "defined benefit plan" within the meaning of
Section 3(35)of ERISA.

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4.20.7 Reportable Events. There has been no "reportable event" as defined in Section 4043 of ERISA, after September 1, 1974, with respect to any Employee Benefit Plan or any trust created thereunder.

4.20.8 Payment of Contributions. Grand and its subsidiaries have made when due all contributions required under any Employee Benefit Plan and under applicable laws and regulations.

4.20.9 Payment of Benefits. There are no payments which have become due from any Employee Benefit Plan, the trusts created thereunder, or from Grand or its subsidiaries with respect to any Employee Benefit Plan, that have not been paid through normal administrative procedures to the plan participants or beneficiaries entitled thereto, except for claims for benefits for which administrative claims procedures under such plan have not been exhausted.

4.20.10 Accumulated Funding Deficiency. No Employee Benefit Plan which is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code and no trust created thereunder has incurred, after June 30, 1974, an "accumulated funding deficiency" as defined in Section 412(a) of the Internal Revenue Code and Section 302 of ERISA (whether or not waived).

4.20.11 Funding. Neither Grand nor any subsidiary of Grand owes premiums to the PBGC that are due but unpaid or has been determined by the PBGC to be liable for a funding deficiency with respect to a plan termination under Title IV of ERISA.

4.20.12 No Liability. There has been no amendment of the Grand Pension Plan or related trust or other occurrence subsequent to the date of the latest actuarial valuation that could result in any liability for further contributions or other payments with respect thereto (whether direct liability to the plan, the trust, the participants and beneficiaries of the Grand Pension Plan, or liability to the PBGC).

4.20.13 Condition of Plan. With respect to the Grand Pension Plan, there has been no amendment of such plan or other occurrence subsequent to the date of the latest actuarial reports prepared with respect to such plan that has materially changed the financial and/or funding condition of the plan.

4.20.14 Filing of Reports. Grand and its subsidiaries have filed or caused to be filed, and will continue to file or cause to be filed, in a timely manner, all filings pertaining to each Employee Benefit Plan with the IRS, the United States Department of Labor, and the PBGC as prescribed by the Internal Revenue Code or ERISA, or regulations issued thereunder. All such filings, as amended, were complete and accurate in all material respects as of the dates of such filings, and there were no misstatements or omissions in any such filing which, as the making of this representation and warranty, would be material to the financial condition, net income or business of Grand and its subsidiaries on a consolidated basis.

4.21 Environmental Matters.

4.21.1 Owned or Operated Property. With respect to: (i) the real estate owned or leased by Grand or its subsidiaries or used in the conduct of their businesses; (ii) other real estate owned by the Bank or the Mortgage Company (other than real estate held in trust), (iii) to Grand's knowledge, any real estate held and administered in trust by the Bank or the Mortgage Company; and (iv) to Grand's knowledge, any real estate formerly owned or leased by Grand or any subsidiary of Grand (for purposes of this section, properties described in any of (i) through (iv) are collectively referred to as "Premises"):

(a) Construction and Content. To the knowledge of Grand, none of the Premises is constructed of, or contains as a component part, any material which releases or may release any substance that is a Hazardous Substance (as defined in Section 4.21.3(a) (Hazardous Substances)) in a quantity or concentration that would give rise to a claim of liability under Environmental Laws) or is known to be (either by single exposure or by repeated or prolonged exposure) injurious or hazardous to the health of persons occupying the Premises.

(b) Uses of Premises. No part of the Premises has been used by Grand or its subsidiaries for the generation, manufacture, handling, storage, disposal, or management of Hazardous Substances (as defined in Section 4.21.3(a) (Hazardous Substances)), except for the storage of normal quantities of office supplies and office cleaning and maintenance products.

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(c) Underground Storage Tanks. To the knowledge of Grand, the Premises do not contain, and have never contained, any underground storage tanks. With respect to any underground storage tank listed in the Grand Disclosure Statement as an exception to the foregoing, to the knowledge of Grand, each such underground storage tank presently or previously located on Premises is or has been maintained or removed, as applicable, in compliance with all applicable Environmental Laws (as defined in Section 4.21.3(b) (Environmental Laws)), and has not been the source of any release of a Hazardous Substance (as defined in Section 4.21.3(a) (Hazardous Substances)) to the environment.

(d) Absence of Contamination. To the knowledge of Grand, the Premises do not contain and are not contaminated by any quantity of a Hazardous Substance (as defined in Section 4.21.3(a) (Hazardous Substances)) from any source in excess of applicable cleanup criteria.

(e) Environmental Suits and Proceedings. There is no action, suit, investigation, liability, inquiry, or other proceeding, ruling, order, notice of potential liability, or citation involving Grand or its subsidiaries pending or to Grand's knowledge threatened or previously asserted under, or as a result of any, or alleged, failure to comply with any requirement of, any Environmental Law (as defined in Section 4.21.3(b) (Environmental Laws)). To the knowledge of Grand, there is no factual basis for any of the foregoing.

4.21.2 Loan Portfolio. With respect to any real estate securing any outstanding loan of Grand or its subsidiaries or related security interest and any real estate owned by Grand or its subsidiaries that was acquired in full or partial satisfaction of a debt previously contracted:

(a) Investigation. Grand and its subsidiaries have complied in all material respects with their policies (as such policies may have been in effect from time to time and as disclosed in the Grand Disclosure Statement), and all applicable laws and regulations, concerning the investigation of each such property to determine whether or not there exists or is reasonably likely to exist any Hazardous Substance (as defined in Section 4.21.3(a) (Hazardous Substances)) on, in, or under such property at a level giving rise to material liability of Grand and whether or not a release of a Hazardous Substance has occurred at or from such property.

(b) No Known Contamination. No such property is known to Grand to contain or be contaminated by any quantity of any Hazardous Substance (as defined in Section 4.21.3(a) (Hazardous Substances)) from any source at a level giving rise to material liability of Grand.

4.21.3 Definitions.

(a) Hazardous Substances. For purposes of this Plan of Merger, "Hazardous Substance" has the meaning set forth in Section 9601 of the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C.A. ss. 9601 et seq. ("CERCLA"), and also includes any substance now regulated by or subject to any Environmental Law (as defined below) and any other pollutant, contaminant or waste, including without limitation, petroleum, asbestos, radon and polychlorinated biphenyls.

(b) Environmental Laws. For purposes of this Plan of Merger, "Environmental Laws" means all laws (civil or common), ordinances, rules, regulations, and orders that: (i) regulate air, water, soil, or solid waste management, including the generation, release, containment, storage, handling, transportation, disposal, or management of Hazardous Substances; (ii) regulate or prescribe requirements for air, water, or soil quality; (iii) are intended to protect the public health or the environment; or (iv) establish liability for the investigation, removal, or cleanup of, or damage caused by, any Hazardous Substance.

4.22 Duties as Fiduciary. To the knowledge of Grand, the Bank and the Mortgage Company have performed all of their duties in any capacity as trustee, executor, administrator, registrar, guardian, custodian, escrow agent, receiver, or other fiduciary in a fashion that complies in all material respects with all applicable laws, regulations, orders, agreement, wills, instruments, and common law standards. Neither the Bank nor the Mortgage Company has received notice of any claim, allegation, or complaint from any person that either the Bank or the Mortgage Company failed to perform these fiduciary duties in a manner that complies in all material respects with all applicable laws, regulations, orders, agreements, wills, instruments, and common law standards, except for notices involving matters that have been resolved and any cost of such resolution is reflected in Grand's Financial Statements.

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4.23 Investment Bankers and Brokers. Grand has not employed any broker, finder, or investment banker in connection with the Merger, except for the engagement of Austin Associates, LLC ("Austin Associates"). Except with respect to Austin Associates, Grand has no express or implied agreement with any person or company relative to any commission or finder's fee payable with respect to the Merger.

4.24 Change in Business Relationships. Neither Grand nor its subsidiaries have notice that any customer, agent, representative, or supplier of Grand or its subsidiaries intends to discontinue, diminish, or adversely change their relationship with Grand or its subsidiaries on account of the Merger or otherwise, the effect of which would be a Material Adverse Effect on the business of Grand and its subsidiaries on a consolidated basis. Additionally, neither Grand nor any of its subsidiaries has been advised as of the date of this Plan of Merger that any executive officer of Grand or of any of its subsidiaries intendeds to terminate his or her employment on account of the Merger or otherwise.

4.25 Related Persons. For purposes of this Plan of Merger, the term "Grand Related Person" shall mean any director or executive officer of Grand or any subsidiary of Grand, their spouses and children, and any person who is a member of the same household as such persons, and any corporation, limited liability company, partnership, proprietorship, trust, or other entity of which any such persons, alone or together, has Control (as defined in Section 4.3.1 (Ownership of Subsidiaries)).

4.25.1 Control of Material Assets. Other than in a capacity as a shareholder, director, or executive officer of Grand or a subsidiary of Grand, no Grand Related Person owns or controls any material assets or properties that are used in the business of Grand or any subsidiary of Grand.

4.25.2 Contractual Relationships. Other than ordinary and customary banking, directorship, and employment relationships, no Grand Related Person has any material contractual relationship with Grand or any subsidiary of Grand.

4.25.3 Loan Relationships. No Grand Related Person has any outstanding loan or loan commitment from, or on whose behalf an irrevocable letter of credit has been issued, by Grand or any subsidiary of Grand, in a principal amount of $175,000 or more.

4.26 Insurance. Grand and its subsidiaries maintain in full force and effect insurance on their assets, properties, premises, operations, and personnel in such amounts and against such risks and losses as are customary and adequate for comparable entities engaged in the same business and industry. During the last five years, no insurance company has canceled or refused to renew a policy of insurance covering Grand's or any of its subsidiaries' material assets, properties, premises, operations, or personnel.

4.27 Books and Records. The minutes contained in corporate minute books and files of Grand and its subsidiaries properly and accurately record in all material respects all actions actually taken by their shareholders, directors, and committees of directors. The books, accounts, and records of Grand and its subsidiaries reflect only actual transactions and have been maintained in all material respects in the usual and regular manner, in accordance with GAAP consistently applied, and in compliance with all applicable laws and regulations.

4.28 Loan Guarantees. All guarantees of indebtedness owed to Grand or any subsidiary of Grand, including without limitation those of the Federal Housing Administration, the Small Business Administration, and other state and federal agencies, are valid and enforceable, except where a failure to enforce would not have a Material Adverse Effect on Grand.

4.29 Events Since December 31, 2000. Except as contemplated by the Plan of Merger, neither Grand nor its subsidiaries have, since December 31, 2000:

4.29.1 Business in Ordinary Course. Conducted its business other than in the ordinary course, or incurred or become subject to any material liability or obligation, except liabilities incurred in the ordinary course of business, except for any single liability that does not exceed $25,000, or the aggregate of such liabilities that do not exceed $75,000.

4.29.2 Strikes or Labor Trouble. Experienced or, to the best knowledge of Grand, been threatened by any strike, work stoppage, organizational effort, or other labor trouble, or any other event or condition of any similar character which has been or could reasonably be expected to be materially adverse to the business, income, or financial condition of Grand or any of its subsidiaries.

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4.29.3 Mortgage of Assets. Mortgaged, pledged, or subjected to lien, charge, or other encumbrance any of its assets, or sold or transferred any such assets, except in the ordinary course of business, except for such mortgages, pledges, liens, charges, and encumbrances for indebtedness that does not individually exceed $25,000, or do not collectively exceed $75,000.

4.29.4 Contract Amendment or Termination. Made or permitted any amendment or termination of any contract to which it is a party and which is material to the business, income, or financial condition of Grand and its subsidiaries.

4.30 Allowance for Loan Losses. The allowance for loan losses reflected in Grand's audited consolidated financial statements and Call Reports for the fiscal year ended December 31, 2000, and for the fiscal quarter ended September 30, 2001 (as applicable) and any audited consolidated financial statements and unaudited Call Reports for any subsequent year or quarter, was or will be (as applicable) in the reasonable opinion of management of Grand (a) adequate to meet all reasonably anticipated loan losses, net of recoveries related to loans previously charged off as of those dates, and (b) consistent with GAAP or RAP (as applicable) consistently applied and safe and sound banking practices.

4.31 Agreements With Bank Regulators. Neither Grand nor any of Grand's subsidiaries is a party to any agreement or memorandum of understanding with, or a party to any commitment letter, board resolution or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, any governmental authority that restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit or reserve policies or its management, nor has Grand been advised by any governmental authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission. As of the date of this Plan of Merger, Grand knows of no reason why the regulatory approvals referred to in
Section 4.1.4 (Required Approvals) cannot be obtained or why this process would be materially impeded.

4.32 True and Complete Information. No schedule, statement, list, certificate, or other information furnished or to be furnished by Grand in connection with this Plan of Merger, including the Grand Disclosure Statement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE V
CERTAIN COVENANTS

5.1 Disclosure Statement. The Grand Disclosure Statement and the Macatawa Disclosure Statement (collectively the "Disclosure Statements" or individually a "Disclosure Statement") shall contain appropriate references and cross references with respect to each of the disclosures, and appropriate identifying markings with respect to each of the documents, that pertain to one or more sections or articles of this Plan of Merger. Grand and Macatawa have each prepared and delivered a copy of its Disclosure Statement to the other party. Not less than 5 days prior to the Closing, each party shall deliver to the other an update to its Disclosure Statement describing any material changes and containing any new or amended documents, as specified below, which are not contained in its Disclosure Statement as initially delivered. Such update shall not cure any breach of a representation or warranty occurring on the date of this Plan of Merger. Each of Grand's and Macatawa's Disclosure Statement and its respective update shall be certified on its behalf by appropriate executive officers that such Disclosure Statement contains no untrue statement of a material fact, or fails to omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

5.2 Changes Affecting Representations. While this Plan of Merger is in effect, if either Macatawa or Grand becomes aware of any facts or of the occurrence of impending occurrence of any event that (a) would cause one or more of the representations and warranties it has given in this Plan of Merger, subject to the exceptions contained in the Macatawa Disclosure Statement or the Grand Disclosure Statement, respectively, to become untrue or incomplete in any material respect; or (b) would have caused one or more of such representations and warranties to be untrue or incomplete in any material respect had such facts been known or had such event occurred prior to the date of this Plan of Merger, then such party shall immediately give detailed written notice of such discovery or change, including a detailed description of the underlying facts or events, together with all pertinent documents, to the other party.

5.3 Conduct of Business Pending the Effective Time of the Merger. From the date of the execution of this Plan of Merger until the Effective Time of the Merger, Grand agrees that, except as consented to in writing by Macatawa or as otherwise provided in this Plan of Merger, it shall, and it shall cause all of its subsidiaries to:

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5.3.1 Ordinary Course. Conduct their business and manage their property only in the usual, regular, and ordinary course and not otherwise, in substantially the same manner as prior to the date of the execution of this Plan of Merger, and not make any substantial change to their methods of management or operation in respect of such business or property.

5.3.2 No Inconsistent Actions. Take no action which would be inconsistent with or contrary to the representations, warranties, and covenants made by Grand in this Plan of Merger, and take no action which would cause Grand's representations and warranties to become untrue or incomplete except as and to the extent required by applicable laws and regulations or regulatory agencies having jurisdiction.

5.3.3 Compliance. Comply in all material respects with all laws, regulations, agreements, court orders, and administrative orders applicable to the conduct of their business unless the application of such laws, regulations, or orders is being contested in good faith and the other party has been notified of such contest.

5.3.4 No Amendments. Make no change in their Articles of Incorporation or their Bylaws, except as effected by this Plan of Merger and the Merger.

5.3.5 Books and Records. Maintain their books, accounts, and records in the usual and regular manner, and in material compliance with all applicable laws and accounting standards.

5.3.6 No Change in Stock. Make no change in the number of shares of their capital stock issued and outstanding other than upon exercise of Grand Stock Options; grant no warrant, option, or commitment relating to their capital stock; enter into no agreement relating to their capital stock; and issue no securities convertible into their capital stock.

5.3.7 Maintenance. Use all reasonable efforts to maintain their property and assets in their present state of repair, order and condition, reasonable wear and tear and damage by fire or other casualty excepted.

5.3.8 Preservation of Goodwill. Use all reasonable efforts to preserve their business organization intact, to keep available the services of their present officers and employees, and to preserve the goodwill of their customers and others having business relations with it.

5.3.9 Insurance Policies. Use all reasonable efforts to maintain and keep in full force and effect insurance coverage, so long as such insurance is reasonably available, on their assets, properties, premises, operations, and personnel in such amounts, against such risks and losses, and with such self-insurance requirements as are presently in force.

5.3.10 Charge-Offs. Charge off loans and maintain their reserve for loan losses, in each case in a manner in conformity with the prior practices of Grand and its subsidiaries and applicable industry, regulator, and accounting standards; provided, however, that in addition to the prior practices of Grand and its subsidiaries, immediately prior to the Effective Time of the Merger, the Bank will charge against its earnings an addition to its loan loss reserve in an amount necessary to bring the Bank's loan loss reserve up to a level comparable with the loan loss reserve level of 1.42% maintained by Macatawa at its subsidiary bank; and provided further that such action by the Bank to increase its loan loss reserve to a level of at least 1.42% irrespective of the Bank's prior practices, shall not result in any breach of any representation, warranty or covenant in this Plan of Merger.

5.3.11 Policies and Procedures. Make no material change in any policies and procedures applicable to the conduct of their business, including without limitation any loan and underwriting policies, loan loss and charge-off policies, investment policies, and employment policies, except as and to the extent required by law or regulatory agencies having jurisdiction.

5.3.12 New Directors or Officers. Except to reelect persons who are then incumbent directors and officers at annual meetings, not:

(a) Increase the number of directors or fill any vacancy on the boards of directors; or

(b) Elect or appoint any person to an executive office without first consulting Macatawa.

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5.3.13 Compensation and Benefits.

(a) Not increase, or agree to increase, the salary or other compensation payable to, or fringe benefits of, or pay or agree to pay any bonus to, any director or officer, or any other class or group of employees as a class or group, except for increases, agreements or payments which are reasonable in amount and consistent with the prior year, annual salary increases as described in the Grand Disclosure Statement and the payment of bonuses that have previously been approved by the Board of Directors of Grand as described in the Grand Disclosure Statement; and

(b) Not introduce, change, or agree to introduce or change, any pension, profit sharing, or employee benefit plan, fringe benefit program, or other plan or program of any kind for the benefit of their employees unless required by law or this Plan of Merger, or necessary or advisable, in the opinion of counsel, to maintain any tax qualified status, except as provided in Section 6.8 (Employee Benefit Plans).

5.3.14 New Employment Agreements. Not enter into any employment agreement which is not terminable by Grand or its subsidiaries without cost or penalty upon notice of 30 days or less, except any such agreement which may be approved by Macatawa in writing.

5.3.15 Borrowing. Not borrow money except in the ordinary course of business.

5.3.16 Mortgaging Assets. Not sell, mortgage, pledge, encumber, or otherwise dispose of, or agree to sell, mortgage, pledge, encumber, or otherwise dispose of, any of their property or assets, except in the ordinary course of business and except for property or assets, or any group of related properties or assets, that individually has a fair market value of less than $25,000, or that collectively have an aggregate fair market value of less than $75,000.

5.3.17 Notice of Actions. Notify the other party of the threat or commencement of any material action, suit, proceeding, claim, arbitration, or investigation against or relating to: (i) Grand, the Bank or any other subsidiary of Grand; (ii) Grand's, the Bank's or any other subsidiary of Grand's directors, officers, or employees in their capacities as such;
(iii) Grand's, the Bank's or any other subsidiary of Grand's assets, liabilities, businesses, or operations; or (iv) the Merger or this Plan of Merger.

5.3.18 New Service Arrangements. Not enter into, or commit to enter into, any agreement for trust, consulting, professional, data processing, or other services to Grand or its subsidiaries which is not terminable by Grand or its subsidiaries without penalty upon notice of 30 days or less, except for renewal of contracts for data processing and other services reasonably believed to be necessary for the conduct of business in the ordinary course and contracts under which the aggregate required payments do not exceed $25,000, in each case only after consultation with Macatawa.

5.3.19 Capital Improvements. Not open, enlarge, or materially remodel any bank or other facility, and not lease, purchase, or otherwise acquire any real property for use as a branch bank or office, or apply for regulatory approval of any new branch bank, excepting pursuant to prior commitments made by Grand or its subsidiaries that are disclosed in the Grand Disclosure Statement.

5.4 Accrual of Transaction Expenses. Grand and its subsidiaries shall immediately prior to the Effective Time of the Merger accrue and charge against its earnings all transaction expenses which Grand has incurred or will incur as a result of the transactions contemplated by this Plan of Merger (including, without limitation, any retention or change of control payments approved by Macatawa and its legal, accounting, actuarial, tax services, and investment banker's fees). Such accrual and charge shall not constitute a result in a breach of any representation, warranty or covenant in this Plan of Merger.

5.5 Termination of Phantom Stock Plan. Prior to the Effective Time of the Merger, Grand shall terminate the Grand Bank Financial Phantom Stock Plan (the "Phantom Plan") and pay out all benefits earned under that plan, whether or not then vested, according to the terms of that plan. All expenses related to or caused by the termination of the Phantom Plan, will be accrued and charged against Grand's earnings prior to the Effective Time of the Merger. Such accrual and charge shall not constitute a result in a breach of any representation, warranty or covenant in this Plan of Merger.

5.6 Regular Dividends. Grand shall not declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock or property) with respect to, or purchase or redeem, any shares of Grand Common Stock other than regular quarterly cash dividends on Grand Common Stock in an amount not to exceed $.50 per share per quarter, in each case payable on the regular historical payment dates and in a manner consistent with Grand's past dividend practice. Macatawa

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and Grand agree that they will cooperate to assure that, during any calendar quarter, there shall not be either a duplication or an omission of payment of dividends to the holders of Grand Common Stock.

5.7 Affiliates. The Grand Disclosure Statement and the update to the Grand Disclosure Statement shall identify every person who may, to Grand's reasonable knowledge, be deemed to be an "affiliate" of Grand for purposes of Rule 145 under the Securities Act of 1933, as amended (the "Securities Act"). Grand shall cause its counsel to deliver to each person who is identified as an affiliate, on or prior to the Effective Time of the Merger, advice with respect to such person's obligations under the Securities Act and the regulations issued thereunder with respect to disposition of securities of Macatawa. Further, Grand shall use all reasonable efforts to cause each person who is identified as an affiliate to deliver to Macatawa on or prior to the Effective Time of the Merger a written agreement, reasonably satisfactory to Macatawa, that such person shall not offer to sell or otherwise dispose of any shares of Macatawa Common Stock beneficially owned by or issued to such person pursuant to the Merger in violation of the Securities Act or the regulations thereunder.

5.8 Approval of Plan of Merger by Macatawa Shareholders. Macatawa, acting through its Board of Directors, shall, in accordance with the Michigan Act and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, convene, and hold as soon as practicable following the date upon which the Registration Statement becomes effective, a shareholders meeting for the purpose of adopting this Plan of Merger and the issuance of the shares of Macatawa Common Stock pursuant to the Merger (the "Macatawa Shareholders' Meeting"). At such meeting, the Board of Directors of Macatawa shall unanimously recommend that its shareholders vote for approval of this Plan of Merger and the issuance of the shares of Macatawa Common Stock pursuant to the Merger and use all reasonable efforts to solicit from its shareholders proxies to vote on the proposal to approve this Plan of Merger and the issuance of such shares and to secure a quorum at such meeting.

5.9 Approval of Plan of Merger by Grand Shareholders. Grand, acting through its Board of Directors, or a duly authorized committee shall, in accordance with the Michigan Act and its Articles of Incorporation and Bylaws, promptly and duly call, give notice of, convene, and hold as soon as practicable following the date upon which the Registration Statement becomes effective, a shareholders meeting for the purpose of adopting this Plan of Merger (the "Grand Shareholders' Meeting").

5.9.1 Board Recommendation. Except while Grand has received in writing a Superior Proposal (as defined in Section 5.9.4 (Superior Proposal)), which proposal is still pending, at the Grand Shareholders' Meeting and in any proxy materials used in connection with the Grand Shareholders' Meeting, the Board of Directors of Grand shall recommend that its shareholders vote for approval of this Plan of Merger.

5.9.2 Solicitation of Proxies. Except after the occurrence of a Fiduciary Event and while such event continues:

(a) Grand shall use all reasonable efforts to solicit from its shareholders proxies to vote on the proposal to approve this Plan of Merger and to secure a quorum at the Grand Shareholders' Meeting.

(b) Except while Grand has received in writing a Superior Proposal that is still pending, Grand shall use all reasonable efforts to secure the vote of shareholders required by the Michigan Act and Grand's Articles of Incorporation and Bylaws to approve this Plan of Merger.

5.9.3 Fiduciary Event. A "Fiduciary Event" shall have occurred when the Board of Directors of Grand has (a) received in writing a Superior Proposal (as defined in Section 5.9.4 (Superior Proposal)) that is then pending, (b) determined in good faith (having considered the advice of legal counsel) that its fiduciary duties to Grand's shareholders under applicable law would require the Board of Directors to so withdraw, modify, or change its recommendation, and (c) determined to accept and recommend the Superior Proposal to the shareholders of Grand.

5.9.4 Superior Proposal. A "Superior Proposal" means any bona fide unsolicited Acquisition Proposal (as defined in Section 5.10.1 (No Solicitation)) made by a third party on terms that the Board of Directors of Grand determines in its good faith judgment, (having considered the written advice of Austin Associates or another financial advisor of recognized reputation) to be materially more favorable to Grand's shareholders than this Plan of Merger from a financial point of view.

5.9.5 Notice. Grand shall notify Macatawa at least ten business days prior to taking any action with respect to such Superior Proposal or taking any action with respect to the withdrawal, modification, or change of its recommendation to its shareholders for adoption of this Plan of Merger.

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5.10 Competing Proposals. Except as provided below, neither Grand nor its subsidiaries, nor any of their respective directors, officers, employees, investment bankers, representatives, or agents, shall take any action inconsistent with the intent to consummate the Merger upon the terms and conditions of this Plan of Merger. Without limiting the foregoing:

5.10.1 No Solicitation. Neither Grand nor its subsidiaries, nor any of their respective directors, officers, employees, attorneys, investment bankers, representatives, or agents, shall, directly or indirectly, (i) invite, initiate, solicit, or encourage an Acquisition Proposal or (ii) participate in any discussions or negotiations regarding an Acquisition Proposal unless a Fiduciary Event has occurred and continues or such discussions or negotiations are likely to lead to a Superior Proposal. A proposal, offer, or other expression 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 Grand or its subsidiaries, or substantially all of their respective assets or properties, other than the Merger shall be referred to as an "Acquisition Proposal".

5.10.2 Communication of Other Proposals. Grand shall cause written notice to be delivered to Macatawa promptly upon receipt of any Acquisition Proposal. Such notice shall contain the material terms and conditions of the Acquisition Proposal to which such notice relates. Within ten business days after Grand's receipt of an Acquisition Proposal, Grand shall give notice to Macatawa whether or not a Fiduciary Event has occurred or a Superior Proposal is reasonably likely to result, and if not, Grand's notice shall include a copy of Grand's unequivocal rejection of the Acquisition Proposal in the form actually delivered to the person from whom the Acquisition Proposal was received. Thereafter, Grand shall promptly notify Macatawa of any material changes in the terms, conditions, and status of such Acquisition Proposal.

5.10.3 Furnishing Information. Unless a Fiduciary Event has occurred and continues or there is reasonable likelihood that a Superior Proposal would result, neither Grand nor its subsidiaries, nor any of their respective directors, officers, employees, attorneys, investment bankers, representatives, or agents, shall furnish any nonpublic information concerning Grand or its subsidiaries to any person who is not affiliated or under contract with Grand or Macatawa, except as required by applicable law or regulations. Prior to furnishing such information to any person who is not affiliated or under contract with Grand or Macatawa, Grand shall receive from such person an executed confidentiality agreement with terms no less favorable to Grand than those contained in its confidentiality agreement with Macatawa, and Grand shall then provide only such information as has been furnished previously to Macatawa.

5.10.4 Payment after Certain Events. If, after this Plan of Merger is executed, the Board of Directors of Grand or the shareholders of Grand accept or approve any Acquisition Proposal or Superior Proposal, which competes or is otherwise inconsistent with the transactions contemplated by this Plan of Merger or terminates this Plan of Merger due to a Fiduciary Event, then Grand shall promptly pay to Macatawa a fee of $2,000,000.

5.10.5 Corporate Liability for Individual's Breach. For the purposes of this Section 5.10 (Competing Proposals), any breach of this Section 5.10 (Competing Proposals) or of any subsection hereof by an executive officer, director, attorney or financial advisor of Grand, in his or her individual capacity, shall be deemed to be a breach by Grand. Notwithstanding the above, no provision of this Plan of Merger shall be construed to require either party or their directors to take any action that would violate applicable law (whether statutory or common law), rule, or regulation.

5.11 Indemnification. Macatawa shall honor any and all rights to indemnification and advancement of expenses now existing in favor of the present and former directors and officers of Grand, the Bank, or the Mortgage Company under their Articles of Incorporation or Bylaws included in the Grand Disclosure Statement, which shall survive the Merger as enforceable contractual rights, and shall, as contractual rights, continue with respect to acts or omissions occurring before the Effective Time of the Merger with the same force and effect as prior to the Effective Time of the Merger. This Section 5.11 (Indemnification) is for the benefit of persons who are or have been directors or officers of Grand and shall be enforceable by and only by such persons and their estates and personal representatives.

5.12 Insurance. Macatawa shall use all reasonable efforts to cause the persons currently serving or having served as officers and directors of Grand immediately prior to the Effective Time of the Merger to be covered for a period of at least six years from the Effective Time of the Merger by the directors' and officers' liability insurance policy ("D&O Policy") maintained by Grand (provided that Macatawa may substitute for such Grand D&O Policy a substitute D&O Policy of at least the same coverage and amounts as Macatawa provides to its own officers and directors) with respect to acts or omissions occurring prior to the Effective Time of the Merger that were committed by such officers and directors in their capacity as such. In no event shall Macatawa be required to spend, directly or indirectly, more than $96,000 in the aggregate to either

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maintain or provide insurance coverage pursuant to this Plan of Merger. If Macatawa does not advise Grand in writing prior to the Grand Shareholders' Meeting that it has procured such coverage, Grand shall be permitted (after giving Macatawa three business days prior written notice and an additional two business day period to purchase such coverage), in lieu of receiving the foregoing insurance coverage, to procure tail coverage for past acts and omissions for a single premium amount not in excess of $96,000. This Section
5.12 (Insurance) is for the benefit of persons who are or have been directors or officers of Grand and shall be enforceable by and only by such persons and their estates and personal representatives.

5.13 Name. After the Effective Time of the Merger, Macatawa agrees that it shall retain and use the "Grand" name and charter for a period of at least two
(2) years from the Effective Time of the Merger, unless the Board of Directors of the Bank agrees otherwise.

5.14 Charitable Giving. Notwithstanding Section 5.3 (Conduct of Business Pending the Effective Time of the Merger) Grand and Bank shall be permitted to make charitable contributions, authorized by their respective boards of directors, with respect to Grand's 2001 fiscal year (some of which will be payable in 2002) in an amount equal to 10% of pretax profits for 2001, provided such charitable contributions are properly accrued as an expense for the year ended on or before December 31, 2001. Macatawa agrees to work with the Board of Directors of the Bank to develop an appropriate community-giving plan for the Bank to be implemented after the Effective Time of the Merger.

ARTICLE VI
ADDITIONAL AGREEMENTS

6.1 Registration Statement. As soon as is reasonably practical, Macatawa agrees to prepare and file with the SEC under the Securities Act the Registration Statement and the related Prospectus and Proxy Statement included as a part thereof covering the issuance by Macatawa of the shares of Macatawa Common Stock as contemplated by this Plan of Merger, together with such amendments as may reasonably be required for the Registration Statement to become effective. Macatawa agrees to provide Grand with the opportunity to review and comment upon the Registration Statement, each amendment to the Registration Statement, and each form of the Prospectus and Proxy Statement before filing. Macatawa agrees to provide Grand with copies of all correspondence received from the SEC with respect to the Registration Statement and its amendments and with all responsive correspondence to the SEC. Macatawa agrees to notify Grand of any stop orders or threatened stop orders with respect to the Registration Statement. Grand agrees to provide all necessary information pertaining to Grand and its subsidiaries promptly upon request, and to use all reasonable efforts to obtain the cooperation of Grand's independent accountants and attorneys, in connection with the preparation of the Registration Statement.

6.2 Other Filings. Macatawa agrees to prepare and file, as soon as is reasonably practical, with the Federal Reserve Board, the State of Michigan, and any other appropriate regulatory agencies all documents in connection with the transactions contemplated by this Plan of Merger. Macatawa agrees to provide Grand with the opportunity to review and comment upon such documents before filing, to make such amendment and file such supplements thereto as Macatawa may reasonably request, and to provide Grand with copies of all correspondence received from these agencies and all responsive correspondence sent to these agencies.

6.3 Press Releases. Grand and Macatawa shall cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Plan of Merger, except as may be otherwise required by law. Neither Grand nor Macatawa shall issue any news releases with respect to this Plan of Merger or the Merger unless such news releases have been mutually agreed upon by the parties, except as required by law.

6.4 Miscellaneous Agreements and Consents. Subject to the terms and conditions of this Plan of Merger, each of the parties agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Plan of Merger. Macatawa and Grand will use reasonable efforts to obtain consents of all third parties and governmental bodies necessary or desirable for the consummation of the Merger.

6.5 Financial Information. Subject to Section 6.6 (Investigation), after the date of the execution of this Plan of Merger until the Effective Time of the Merger, each party shall promptly deliver to the other party copies of:

(a) Each monthly internal financial report (if any) prepared with respect to Grand or Macatawa, as applicable, and its subsidiaries on a consolidated or unconsolidated basis; and

(b) Each financial report or statement submitted to regulatory authorities for Grand or Macatawa, as applicable, and/or any subsidiary.

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6.6 Investigation.

6.6.1 Access to Information by Macatawa. For the purpose of permitting an examination of Grand by such of Macatawa's officers, attorneys, accountants, and representatives for the purposes of Macatawa's evaluation of the Merger, Grand shall:

(a) Permit, and shall cause the Bank and all other subsidiaries of Grand to permit, full access to their respective properties, books, and records at reasonable times;

(b) Use reasonable efforts to cause its and the Bank's directors, officers, employees, accountants, and attorneys and those of all subsidiaries of Grand to cooperate fully, for the purpose of permitting a complete and detailed examination of such matters by Macatawa's officers, attorneys, accountants, and representatives;

(c) Furnish to Macatawa, upon request, any information reasonably requested respecting Grand's and any of its subsidiaries' properties, assets, business, and affairs; and

(d) Permit representatives of Macatawa to attend meetings of the Board of Directors and committees of the boards of directors of Grand and its subsidiaries; provided, however, that representatives of Macatawa will excuse themselves during discussion of this Plan of Merger and the transactions contemplated hereby and during discussion of matters that the Board of Directors of Grand reasonably believes to be of competitive significance.

6.6.2 Access to Information by Grand. For the purposes of permitting an examination of Macatawa by such of Grand's officers, attorneys, accountants, and representatives for the purposes of Grand's evaluation of the Merger, Macatawa shall permit access to such of Macatawa's and its subsidiaries books and records and at such times as reasonably and mutually agreed between the President of each of Macatawa and Grand.

6.6.3 Consent to Disclose. Macatawa and Grand each acknowledge that certain information may not be disclosed by Macatawa or Grand or their subsidiaries without the prior written consent of persons not affiliated with Macatawa or Grand. If such information is requested by Macatawa or Grand, then the other party shall use, or cause its subsidiaries to use, reasonable efforts to obtain such prior consent and shall not be required to disclose such information unless and until such prior consent has been obtained.

6.6.4 Confidentiality. Except as provided in Section 6.6.6 (Other Information), while this Plan of Merger is in effect and at all times thereafter, Macatawa and Grand each agree to treat as strictly confidential and agree not to divulge to any other person, natural or corporate (other than employees of, and attorneys, accountants, and financial advisers for, such party who are reasonably believed to have a need for such information in connection with the Merger), and not to make any business use not related to the Merger of, any financial statements, schedules, contracts, agreements, instruments, papers, documents, or other information relating to the other party and the other party's subsidiary(ies) which it may come to know as a direct result of a disclosure by the other party or the other party's subsidiary(ies), or which may come into its possession directly as a result of and during the course of such investigation. Macatawa and Grand recognize and understand the close proximity of their respective markets and agree that the fact that a party to this Plan of Merger is or begins doing business with a customer of the other party will not be presumed to be a breach of the provisions of this Section 6.6.4 (Confidentiality).

6.6.5 Return of Materials. Upon the termination of this Plan of Merger, Macatawa and Grand each agree to promptly return to the other party or to destroy all written materials furnished to it by the other party and the other party's subsidiary(ies), and all notes and summaries of such written materials, in connection with such investigation, including any and all copies of any of the foregoing. Macatawa and Grand each agree to preserve intact all such materials which are returned to them and to make such materials reasonably available upon request or subpoena for a period of not less than five years from the termination of this Plan of Merger or such longer or shorter period of time as they may mutually agree.

6.6.6 Other Information. The provisions of this Section 6.6 (Investigation) shall not preclude Macatawa or Grand, or their respective subsidiaries, from using or disclosing information which is: (i) readily ascertainable from public information or trade sources; (ii) known by it before the commencement of discussions between the parties or subsequently developed by it or its subsidiaries independent of any investigation under this Plan of Merger or received

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from a third party not under any obligation to Grand or Macatawa, or their respective subsidiaries, to keep such information confidential; or (iii) reasonably required to be included in any filing or application required by any governmental or regulatory agency, including without limitation Macatawa's application or applications to the Federal Reserve Board, and Macatawa's or Grand's annual report and proxy statement. Macatawa shall permit Grand to review Macatawa's application or applications to the Federal Reserve Board prior to filing and Grand may reasonably request that sensitive or competitive information be separately filed as confidential in accordance with instructions, rules, and regulations issued by such agency.

6.6.7 Insider Trading. Grand and Macatawa shall take responsible steps to assure that any person who receives nonpublic information concerning Macatawa or Grand pursuant to this Plan of Merger will not buy or sell, or advise other persons to buy or sell, Macatawa Common Stock or Grand Common Stock until such information is disclosed to the public.

6.7 Environmental Investigation. Macatawa may, at its own option and expense, engage environmental consultants to conduct a preliminary ("Phase I") environmental assessment of any parcel of real estate owned and used in the operation of Grand's or its subsidiaries' businesses and any other real estate owned. Grand and its subsidiaries shall provide reasonable assistance, including site access, to such a consultant for purposes of conducting the Phase I assessments. The fees and expenses of a consultant with respect to the Phase I assessments shall be paid by Macatawa, subject to the provisions of Section 10.5 (Expenses). If any environmental conditions are found, reasonably suspected, or would tend to be indicated by the report of the consultant which may be contrary to the representations and warranties set forth in Section 4.21 (Environmental Matters), without regard to any exceptions that may be contained in the Grand Disclosure Statement, then Macatawa shall obtain from one or more mutually acceptable consultants or contractors, as appropriate, an estimate of the cost of any further environmental investigation, sampling, analysis, remediation, or other follow-up work that may be necessary to address those conditions in accordance with applicable Environmental Laws. Macatawa shall forward copies of any such estimates to Grand upon receipt.

6.7.1 Mutual Agreement. Upon receipt of the estimate of the costs of all follow-up work to the Phase I assessments or any subsequent investigation phases that may be conducted, the parties shall attempt to agree upon a course of action for further investigation and remediation of any environmental condition suspected, found to exist, or that would tend to be indicated by the report of the consultant. All work plans for any post-Phase I assessment activities, or any removal or remediation actions that may be performed, shall be mutually satisfactory to Macatawa and Grand. If the work plans or removal or remediation actions would entail a material cost to complete, Macatawa and Grand shall discuss a mutually acceptable modification to this Plan of Merger. Macatawa and Grand shall cooperate in the review, approval, and implementation of all work plans.

6.7.2 Right to Abandon. If the parties are unable to agree upon a course of action for further investigation and remediation of an environmental condition or issue raised by an environmental assessment and/or a mutually acceptable modification to this Plan of Merger, and the condition or issue is not one for which it can be determined to a reasonable degree of certainty that the risk and expense to which Macatawa and its subsidiaries (after the Merger) would be subject as owner or operator of the property involved can be quantified and limited to an amount which would not have a Material Adverse Effect on the business or financial condition of Grand and its subsidiaries on a consolidated basis , then Macatawa may abandon this Plan of Merger pursuant to Section 9.3.3 (Environmental Risk).

6.8 Employee Benefit Plans. The Grand Pension Plan will be frozen as of the Effective Time of the Merger, so that there shall be no further accrual of benefits under the Grand Pension Plan after such time. Simultaneously with or in anticipation of freezing of the Grand Pension Plan, Grand will amend the Grand Benefit Restoration Plan to provide that the restored benefit under that plan includes the portion of any accrued benefit under the Grand Pension Plan that is not vested when benefit accruals are frozen and does not later vest due to termination of the Grand Pension Plan. Macatawa expressly reserves the right to terminate the Grand Pension Plan at any time it so chooses after the Effective Time of the Merger. The Grand 401(k) Plan will be merged into or combined with the Macatawa Bank 401(k) Plan at such time after the Effective Time of the Merger and in such manner as determined by Macatawa.

ARTICLE VII
CONDITIONS PRECEDENT TO MACATAWA'S OBLIGATIONS

All obligations of Macatawa under this Plan of Merger are subject to the fulfillment (or waiver in writing by a duly authorized officer of Macatawa), prior to or at the Closing, of each of the following conditions:

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7.1 Renewal of Representations and Warranties, Etc.

7.1.1 Representations and Warranties. Grand's representations and warranties shall then be true in all material respects or, if one or more representations or warranties shall then be untrue or incomplete, the cumulative effect of all untrue or incomplete representations and warranties shall not then be materially adverse relative to the business, income, financial condition or prospects of Grand and its subsidiaries on a consolidated basis. For purposes of this Section 7.1.1 (Representations and Warranties), representations and warranties made with respect to specified dates or events need only to have been true in all material respects as of such dates or events. Any representation or warranty which becomes untrue because of any change intended by this Plan of Merger shall not be considered to be a breach of this Plan of Merger because of such change.

7.1.2 Compliance with Agreements. Grand and its subsidiaries shall have performed and complied with all agreements, conditions, and covenants required by this Plan of Merger to be performed or complied with by Grand or its subsidiaries prior to or at the Closing in all material respects.

7.1.3 Certificates. Compliance with Sections 7.1.1 (Representations and Warranties) and 7.1.2 (Compliance with Agreements) shall be evidenced by one or more certificates signed on behalf of Grand by appropriate officers of Grand and, with respect to agreements, conditions, and covenants pertaining to its subsidiaries, by appropriate officers of its subsidiaries, dated as of the date of the Closing, certifying the foregoing in such detail as Macatawa may reasonably request, and describing any exceptions to such compliance in such certificates.

7.2 Opinion of Legal Counsel. Grand shall have delivered to Macatawa an opinion of its counsel consistent with Appendix A, dated as of the date of the Closing and reasonably satisfactory to counsel for Macatawa.

7.3 Required Approvals. Macatawa shall have received:

7.3.1 Regulatory. All such approvals, consents, authorizations, and licenses of all regulatory and other governmental authorities having jurisdiction as may be required to permit the performance by Grand and Macatawa of their respective obligations under this Plan of Merger and the consummation of the Merger.

7.3.2 Shareholder. The requisite approval of the Macatawa shareholders of this Plan of Merger and the Merger and evidence reasonably satisfactory to Macatawa of the requisite approval of Grand's shareholders of this Plan of Merger and the Merger.

7.4 Order, Decree, Etc. Neither Macatawa nor Grand shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger.

7.5 Proceedings. There shall not be any action, suit, proceeding, claim, arbitration, or investigation pending or threatened: (i) against Grand or its subsidiaries or their respective properties or businesses which may result in any liability to either of them or its subsidiaries which could have a Material Adverse Effect on the financial condition, net income, business, or properties of Grand and its subsidiaries on a consolidated basis; or (ii) which challenges the Merger or this Plan of Merger.

7.6 Tax Matters. Macatawa shall have received an opinion of Varnum, Riddering, Schmidt & Howlett LLP, reasonably satisfactory in form and substance, substantially to the effect that:

7.6.1 Reorganization. The Merger of Grand with and into Macatawa will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, and Macatawa and Grand will each be a "party to a reorganization" within the meaning of Section 368(b) of the Internal Revenue Code.

7.6.2 Assets' Tax Basis. The basis of the Grand assets in the hands of Macatawa immediately after the Merger will be the same as the basis of those assets in the hands of Grand immediately prior to the Merger.

7.6.3 No Gain or Loss. No gain or loss will be recognized to Macatawa on the receipt by Macatawa of the assets of Grand in exchange for Macatawa Common Stock and the assumption by Macatawa of the liabilities of Grand.

7.6.4 Holding Period. The holding period of the assets of Grand in the hands of Macatawa will include the holding period during which Grand held such assets.

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The tax opinion shall be supported by one or more fact certificates or affidavits in such form and content as may be reasonably requested by Macatawa's counsel from Grand and its subsidiaries and Macatawa and its subsidiaries.

7.7 Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall not be subject to a stop order or any threatened stop order.

7.8 Certificate as to Outstanding Shares. Macatawa shall have received one or more certificates signed by the secretary of Grand on behalf of Grand, certifying the total number of shares of capital stock of Grand issued and outstanding as of the close of business on the day immediately preceding the Closing, all in such form as Macatawa may reasonably request.

7.9 Change of Control Waivers. Macatawa shall have received evidence of the waiver of any material rights and the waiver of the loss of any material rights which may be triggered by the change of control of Grand upon consummation of the Merger under any agreements, contracts, mortgages, deeds of trust, leases, commitments, indentures, notes, or other instruments, all in form and substance reasonably satisfactory to Macatawa.

7.10 Employment Agreements. The Amended and Restated Employment Agreements described in the Grand Disclosure Statement shall have been executed and shall not have been terminated, cancelled or amended.

7.11 Grand Stock Options. There shall not have been any issuances of Grand Stock Options since the date of this Plan of Merger.

7.12 Amendment of Grand Stock Options. Grand shall have amended its stock option plans or caused the written amendment of each outstanding Grand Stock Option grant prior to the Closing if and to the extent necessary to permit the conversion of the outstanding Grand Stock Options as contemplated by Section 2.2 (Conversion of Grand Stock Options).

7.13 Fairness Opinion. Macatawa shall have received an opinion reasonably acceptable to Macatawa, dated as of the date of this Plan of Merger and renewed as of a date approximately the date of the Prospectus and Proxy Statement, that the terms of the Merger are fair to Macatawa's shareholders from a financial standpoint as of that date and such opinion shall not have been subsequently withdrawn; provided, that Macatawa shall have used all reasonable efforts to obtain such a fairness opinion.

ARTICLE VIII
CONDITIONS PRECEDENT TO GRAND'S OBLIGATIONS

All obligations of Grand under this Plan of Merger are subject to the fulfillment (or waiver in writing by a duly authorized officer), prior to or at the Closing, of each of the following conditions:

8.1 Renewal of Representations and Warranties, Etc.

8.1.1 Representations and Warranties. Macatawa's representations and warranties shall then be true in all material respects or, if one or more representations or warranties shall then be untrue, the cumulative effect of all untrue representations and warranties shall not then be materially adverse relative to the business, income, or financial condition of Macatawa and its subsidiaries on a consolidated basis. For purposes of this
Section 8.1.1 (Representations and Warranties), representations and warranties made with respect to specified dates or events need only to have been true in all material respects as of such dates or events. Any representation or warranty which becomes untrue because of any change intended by this Plan of Merger shall not be considered to be a breach of this Plan of Merger because of such change.

8.1.2 Compliance with Agreements. Macatawa and its subsidiaries shall have performed and complied with all agreements, conditions, and covenants required by this Plan of Merger to be performed or complied with by Macatawa and its subsidiaries prior to or at the Closing in all material respects.

8.1.3 Certificates. Compliance with Sections 8.1.1 (Representations and Warranties) and 8.1.2 (Compliance with Agreements) shall be evidenced by one or more certificates signed on behalf of Macatawa by the appropriate officers of Macatawa and, with respect to agreements, conditions, and covenants pertaining to its subsidiaries, by appropriate officers of its subsidiaries, dated as of the date of the Closing, certifying the foregoing in such detail as Grand may reasonably request, and describing any exceptions to such compliance in such certificates.

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8.2 Opinions of Legal Counsel. Macatawa shall have delivered to Grand an opinion of its counsel consistent with Appendix B, dated as of the date of the Closing and reasonably satisfactory to counsel for Grand.

8.3 Required Approvals. Grand shall have received:

8.3.1 Regulatory. Grand and Macatawa shall have received all such approvals, consents, authorizations, and licenses of all regulatory and other governmental authorities having jurisdiction as may be required to permit the performance by Grand and Macatawa, or their subsidiaries, of their respective obligations under this Plan of Merger and the consummation of the Merger.

8.3.2 Shareholder. The Grand shareholders shall have approved this Plan of Merger and Grand shall have received evidence reasonably satisfactory to Grand of the requisite approval of the Macatawa shareholders of this Plan of Merger and the Merger.

8.4 Order, Decree, Etc. Neither Macatawa nor Grand shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the Merger.

8.5 Proceedings. There shall not be any action, suit, proceeding, claim, arbitration, or investigation pending or threatened: (i) against or relating to either Grand or Macatawa or their respective subsidiaries or their respective properties or businesses which may result in any liability to either of them or its subsidiaries which could have a Material Adverse Effect on the financial condition, net income, business, properties, operations, or prospects of either of them and its subsidiaries on a consolidated basis; or (ii) which challenges the Merger or this Plan of Merger.

8.6 Tax Matters. Grand shall have received an opinion from Varnum, Riddering Schmidt & Howlett LLP, reasonably satisfactory in form and substance, substantially to the effect that:

8.6.1 Reorganization. The Merger of Grand with and into Macatawa will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, and Macatawa and Grand will each be a "party to a reorganization" within the meaning of Section 368(b) of the Internal Revenue Code.

8.6.2 No Gain or Loss. No gain or loss will be recognized by the shareholders of Grand who receive shares of Macatawa Common Stock in exchange for all of their shares of Grand Common Stock, except to the extent of any cash received in lieu of a fractional share of Macatawa Common Stock.

8.6.3 Stock Tax Basis. The basis of the Macatawa Common Stock to be received by shareholders of Grand will, in each instance, be the same as the basis of the respective shares of Grand Common Stock surrendered in exchange therefor.

8.6.4 Holding Period. The holding period of the Macatawa Common Stock received by shareholders of Grand will, in each instance, include the period during which the Grand Common Stock surrendered in exchange therefor was held, provided that the Grand Common Stock was, in each instance, held as a capital asset in the hands of the shareholder of Grand at the Effective Time of the Merger.

8.7 Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall not be subject to a stop order or any threatened stop order.

8.8 Listing of Shares. The shares of Macatawa Common Stock that shall be issued to the shareholders of Grand upon consummation of the Merger shall have been authorized for listing on The NASDAQ Stock Market upon official notice of issuance.

8.9 Certificate as to Outstanding Shares. Grand shall have received one or more certificates signed by Macatawa's transfer agent and the secretary of Macatawa on behalf of Macatawa, certifying the total number of shares of capital stock of Macatawa issued and outstanding as of the close of business on the day immediately preceding the Closing, all in such form as Grand may reasonably request.

8.10 Fairness Opinion. Grand shall have received an opinion acceptable to Grand, dated as of the date of this Plan of Merger and renewed as of a date approximately the date of the Prospectus and Proxy Statement, that the financial terms of the Merger are fair to Grand's shareholders from a financial standpoint as of that date and such opinion shall not have been subsequently withdrawn; provided, that Grand shall have used all reasonable efforts to obtain such a fairness opinion.

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ARTICLE IX
ABANDONMENT OF MERGER

This Plan of Merger may be terminated and the Merger abandoned at any time prior to the Effective Time of the Merger (notwithstanding that approval of this Plan of Merger by the shareholders of Grand and Macatawa may have previously been obtained) as follows:

9.1 Mutual Abandonment. By mutual consent of the boards of directors, or duly authorized committees thereof, of Macatawa and Grand.

9.2 Upset Date. By either Macatawa or Grand if the Merger shall not have been consummated on or before June 30, 2002 and such failure to consummate the Merger is not caused by a breach of this Plan of Merger by the terminating party.

9.3 Macatawa's Rights to Terminate. By Macatawa under any of the following circumstances:

9.3.1 Failure to Satisfy Closing Conditions. If any of the conditions specified in Article VII have not been met or waived by Macatawa, at such time as such condition can no longer be satisfied notwithstanding Grand's reasonable efforts to comply with those covenants and satisfy those conditions by Grand in this Plan of Merger.

9.3.2 Shareholder Approval. This Plan of Merger is not approved by the requisite vote of the shareholders of Grand or Macatawa at a meeting duly called and held for that purpose at which a quorum is present and voted in person or by proxy and such meeting has been finally adjourned.

9.3.3 Environmental Risks. If Macatawa has given Grand notice of termination based on an unacceptable Environmental Risk, as provided in
Section 6.7.2 (Right to Abandon).

9.3.4 Occurrence of a Fiduciary Event. At any time after there has occurred a Fiduciary Event.

9.3.5 Material Adverse Event. If there shall have occurred one or more events that shall have caused or are reasonably likely to cause a Material Adverse Effect on Grand.

9.3.6 Community Reinvestment Act Rating. If, prior to the Closing, the Bank is examined for compliance with the Community Reinvestment Act and receives a rating lower than "Satisfactory" or, if the report of examination is still pending on the date of the Closing, Macatawa is unable to satisfy itself that the Bank will receive a rating of Satisfactory or better.

9.4 Grand's Rights to Terminate. By the Board of Directors, or a duly authorized committee thereof, of Grand under any of the following circumstances:

9.4.1 Failure to Satisfy Closing Conditions. If any of the conditions specified in Article VIII have not been met or waived by Grand at such time as such condition can no longer be satisfied notwithstanding Macatawa's reasonable efforts to comply with those covenants given by Macatawa in this Plan of Merger.

9.4.2 Shareholder Approval. This Plan of Merger is not approved by the requisite vote of the shareholders of Grand or Macatawa at a meeting duly called and held for that purpose at which a quorum is present and voted in person or by proxy and such meeting has been finally adjourned.

9.4.3 Community Reinvestment Act Rating. If, prior to the Closing, any of the banking subsidiaries of Macatawa is examined for compliance with the Community Reinvestment Act and receives a rating lower than "Satisfactory" or, if the report of examination is still pending on the date of the Closing, Grand is unable to satisfy itself that such bank or banks will receive a rating of Satisfactory or better.

9.4.4 Material Adverse Event. If there shall have occurred one or more events that shall have caused or are reasonably likely to cause a Material Adverse Effect on Macatawa.

9.5 Effect of Termination. In the event of termination of this Plan of Merger by either Grand or Macatawa as provided in this Article IV (Abandonment of Merger), this Plan of Merger shall forthwith have no effect, and none of Grand,

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Macatawa, any of their respective subsidiaries, or any of their respective directors, officers, or employees shall have any liability of any nature whatsoever under this Plan of Merger, or in connection with the transactions contemplated by this Plan of Merger, except that (a) Sections 5.10.4 (Payment after Certain Events), 6.6.4 (Confidentiality), 6.6.5 (Return of Materials),
10.3 (Nonsurvival of Representations, Warranties, and Agreements), and 10.5
(Expenses) shall survive any termination of this Plan of Merger, and (b) notwithstanding anything to the contrary contained in this Plan of Merger, neither Grand nor Macatawa shall be relieved or released from any of its liabilities or damages arising out of a knowing or intentional breach of a representation and warranty or a breach of any other provision of this Plan of Merger.

ARTICLE X
MISCELLANEOUS

Subject to the terms and conditions of this Plan of Merger, Macatawa and Grand further agree as follows:

10.1 "Material Adverse Effect" Defined. As used in this Plan of Merger, the term "Material Adverse Effect" means any change or effect that, individually or when taken together with all other such changes or effects that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, has had or could have a material negative impact on (a) the business, assets, financial condition, results of operations, or value of Macatawa and its subsidiaries, taken as a whole, or Grand and its subsidiaries, taken as a whole, as the case may be; or (b) the ability of Macatawa or Grand, as the case may be, to satisfy the applicable closing conditions or consummate the Merger. Notwithstanding the above, the impact of the following shall not be included in any determination of a Material Adverse Effect: (a) changes in GAAP, generally applicable to financial institutions and their holding companies; (b) actions and omissions of a party (or any of its subsidiaries) taken with the prior written consent of the other party; (c) changes in economic conditions (including changes in the level of interest rates) generally affecting financial institutions; and (d) fees and expenses reasonably related to this transaction (such as any additional insurance coverages, employment and consulting services, legal, accounting, and investment banking fees and expenses, and severance and retention provisions) incurred or paid without violation of the representations, warranties or covenants contained in this Plan of Merger.

10.2 "Knowledge" Defined. As used in this Plan of Merger, the term "knowledge" means the actual knowledge of any director or officer (as that term is defined in Rule 16a-1 of the Exchange Act) of Grand or Macatawa, as the case may be.

10.3 Nonsurvival of Representations, Warranties, and Agreements. None of the representations, warranties, covenants, and agreements in this Plan of Merger or in any other agreement or instrument delivered pursuant to this Plan of Merger, including any rights arising out of any breach of such representations, warranties, covenants, and agreements, shall survive the Effective Time of the Merger, except for those covenants and agreements contained herein that, by the terms hereof, apply or are to be performed in whole or in part after the Effective Time of the Merger.

10.4 Amendment. Subject to applicable law, this Plan of Merger may be amended, modified, or supplemented by, and only by, written agreement of Macatawa and Grand, executed by the respective officers thereunto duly authorized, at any time prior to the Effective Time of the Merger.

10.5 Expenses. Except as otherwise provided in this Plan of Merger, Grand and Macatawa shall each pay its own expenses incident to preparing for, entering into, and carrying out this Plan of Merger, and incident to the consummation of the Merger. Each party shall pay the fees and expenses of any investment banker engaged by that party. The costs of all filing fees pertaining to the Registration Statement shall be paid by Macatawa. The costs of printing and mailing the Prospectus and Proxy Statement to their respective shareholders shall be borne by Macatawa and by Grand respectively.

10.6 Specific Enforcement. The parties each agree that, consistent with the terms and conditions of this Plan of Merger, in the event of a breach by a party to this Plan of Merger, money damages will be inadequate and not susceptible of computation because of the unique nature of Grand, the subsidiaries of Grand, and the Merger. Therefore, the parties each agree that a federal or state court of competent jurisdiction shall have authority, subject to the rules of law and equity, to specifically enforce the provisions of this Plan of Merger by injunctive order or such other equitable means as may be determined in the court's discretion.

10.7 Jurisdiction; Jury. The parties acknowledge that jurisdiction and venue may be permissible in more than one jurisdiction or court district. Macatawa and Grand each hereby agree not to assert any defense of improper jurisdiction or venue and each waive their right to a trial by jury.

10.8 Waiver. Any of the terms or conditions of this Plan of Merger may be waived in writing at any time by action taken by the Board of Directors of a party, a duly authorized committee thereof, or a duly authorized officer of such

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party. The failure of any party at any time or times to require performance of any provision of this Plan of Merger shall in no manner affect such party's right at a later time to enforce the same provision. No waiver by any party of any condition, or of the breach of any term, covenant, representation, or warranty contained in this Plan of Merger, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach, or as a waiver of any other condition or of the breach of any other term, covenant, representation, or warranty.

10.9 Notices. All notices, requests, demands, and other communications under this Plan of Merger shall be in writing and shall be deemed to have been duly given and effective immediately if delivered or sent and received by a fax transmission (if receipt by the intended recipient is confirmed by telephone and if hard copy is delivered by overnight delivery service the next day), a hand delivery, or a nationwide overnight delivery service (all fees prepaid) to the following addresses:

If to Grand: With a copy to:

Grand Bank Financial Corporation Warner Norcross & Judd LLP Attention: Charles C. Stoddard, CEO Attention: Gordon R. Lewis

126 Ottawa Avenue, NW, Suite 100       900 Fifth Third Center
P.O. Box 3580                          111 Lyon Street, NW
Grand Rapids, Michigan 49503-2867      Grand Rapids, Michigan 49503-2487
Telephone:  616-235-7000               Telephone:  616-752-2000
Fax:  616-235-2160                     Fax:  616-222-2752

If to Macatawa:                        With a copy to:

Macatawa Bank Corporation              Varnum, Riddering Schmidt & Howlett LLP
Attention: Benj. A. Smith, III,        Attention: Donald L. Johnson
Chairman and CEO                       Bridgewater Place
c/o Smith & Associates                 P.O. Box 352
106 East 8th Street                    333 Bridge Street, NW
Holland, Michigan 49423                Grand Rapids, Michigan 49501-0352
Telephone:  616-396-0199               (49504 for deliveries)
Fax:  616-396-2381                     Telephone:  616-336-6000
                                       Fax:  616-336-7000

10.10 Governing Law. This Plan of Merger shall be governed, construed, and enforced in accordance with the laws of the State of Michigan, without regard to principles of conflicts of laws.

10.11 Entire Agreement. This Plan of Merger (including all exhibits and ancillary agreements described in this Plan of Merger) supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the agreements and documents referred to in this Plan of Merger) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter; except for matters set forth in any written instrument concurrently or contemporaneously executed by the parties. No party may assign any of its rights or obligations under this Plan of Merger to any other person.

10.12 Third Party Beneficiaries. The terms and conditions of this Plan of Merger shall inure to the benefit of and be binding upon Macatawa and Grand and their respective successors. Except to the extent provided in Sections 5.11 (Indemnification) and 5.12 (Insurance), nothing in this Plan of Merger, express or implied, is intended to confer upon any person other than Macatawa and Grand any rights, remedies, obligations, or liabilities under or by reason of this Plan of Merger.

10.13 Counterparts. This Plan of Merger may be executed in one or more counterparts, which taken together shall constitute one and the same instrument. Executed counterparts of this Plan of Merger shall be deemed to have been fully delivered and shall become legally binding if and when executed signature pages are received by facsimile transmission from a party. If so delivered by facsimile transmission, the parties agree to promptly send original, manually executed copies by nationwide overnight delivery service.

10.14 Further Assurances; Privileges. Macatawa and Grand each shall, at the request of the other, execute and deliver such additional documents and instruments and take such other actions as may be reasonably requested to carry out the terms and provisions of this Plan of Merger.

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10.15 Headings, Etc. The article headings and section headings contained in this Plan of Merger are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Plan of Merger. With respect to any term, references to the singular form of the word include its plural form and references to the plural form of the word include its singular form.

10.16 Calculation of Dates and Deadlines. Unless otherwise specified, any period of time to be determined under this Plan of Merger shall be deemed to commence at 12:01 a.m. on the first full day after the specified starting date, event, or occurrence. Any deadline, due date, expiration date, or period-end to be calculated under this Plan of Merger shall be deemed to end at 5 p.m. on the last day of the specified period. The time of day shall be determined with reference to the then current local time in Holland, Michigan.

10.17 Severability. If any term, provision, covenant, or restriction contained in this Plan of Merger is held by a final and unappealable order of a court of competent jurisdiction to be invalid, void, or unenforceable, then the remainder of the terms, provisions, covenants, and restrictions contained in this Plan of Merger shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated unless the effect would be to cause this Plan of Merger to not achieve its essential purposes.

The undersigned have duly executed and acknowledged this Plan of Merger as of the date first written above.

GRAND BANK FINANCIAL CORPORATION

By:      /s/ Charles C. Stoddard
         Charles C. Stoddard
         Its Chairman and CEO

MACATAWA BANK CORPORATION

By:      /s/ Benj. A. Smith III
         Benj. A. Smith III
         Its Chairman and CEO

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Appendix B

November 20, 2001

CONFIDENTIAL

Board of Directors
Grand Bank Financial Corporation
126 Ottawa Avenue NW, Ste 100
Grand Rapids, Michigan 49503

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of view, to Grand Bank Financial Corporation, Grand Rapids, Michigan ("Grand") and its shareholders, of the terms of the Agreement and Plan of Merger dated as of November 20, 2001 (the "Agreement") between Grand and Macatawa Bank Corporation, Holland, Michigan ("Macatawa"). The Agreement provides for the Merger of Grand with and into Macatawa (the "Merger"), with Macatawa being the surviving company.

The terms of the Agreement provide for a fixed exchange ratio in which each common share of Grand will be exchanged for 17.5979 shares of Macatawa common stock. Based on Grand's current common shares outstanding, Macatawa will issue approximately 2,375,000 shares of common stock to Grand common stockholders. The Agreement further provides that stock options previously granted by Grand be converted into and become options to purchase Macatawa common stock.

Austin Associates, LLC ("Austin Associates"), as part of its investment banking practice, is customarily engaged in the valuation of businesses and securities in connection with mergers and acquisitions, and valuations for estate, corporate and other purposes. Austin Associates acted as Grand's financial advisor in connection with, and has participated in negotiations leading to, the Agreement. In connection with rendering our opinion set forth herein, we have among other things:

(i) Reviewed the audited financial statements of Grand for each of the years ending 1996 through 2000, and the audited financial statements of Macatawa for each of the years ending 1998-2000;

(ii) Reviewed unaudited financial statements of Grand and Macatawa for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001;

(iii) Reviewed certain other internal information, primarily financial in nature, relating to the respective businesses, earnings, assets and prospects of Grand and Macatawa provided to us or publicly available for purposes of our analysis;

(iv) Participated in meetings and telephone conferences with representatives of Grand and Macatawa concerning the financial condition, business, assets, financial forecasts and prospects of the companies, as well as other matters we believed relevant to our inquiry;

(v) Compared the results of operations and financial condition of Grand with that of certain companies, which we deemed to be relevant for purposes of this opinion;

(vi) Reviewed the financial terms, to the extent publicly available, of certain acquisition transactions, which we deemed to be relevant for purposes of this opinion;

(vii) Reviewed the Agreement and certain related documents; and

(viii) Performed such other reviews and analyses as we have deemed appropriate.

B-1

In our review and analysis, we relied upon and assumed the accuracy and completeness of the financial and other information provided to us or publicly available, and have not attempted to verify the same. We have made no independent verification as to the status and value of Grand or Macatawa's assets, and have instead relied upon representations and information concerning assets of both companies in the aggregate. In rendering our opinion, we have assumed that the transaction will be a tax-free reorganization with no material adverse tax consequences to Grand or Macatawa, or to Grand shareholders receiving Macatawa stock. In addition, we have assumed in the course of obtaining the necessary approvals for the transaction, no condition will be imposed that will have a material adverse effect on the contemplated benefits of the transaction to Grand and its shareholders.

This opinion is based on economic and market conditions and other circumstances existing on, and information made available as of, the date hereof. This opinion is limited to the fairness, from a financial point of view, of the terms of the Agreement, and does not address the underlying business decision by Grand's Board of Directors to effect the Merger and does not constitute a recommendation to any Grand shareholder as to how such shareholder should vote with respect to the Merger.

Austin Associates reserves the right to review all disclosures in the proxy materials and consent to the characterization of our fairness opinion. For our services in rendering this opinion, Grand will pay us a fee, a significant portion of which is contingent upon the consummation of the Merger. Grand has also agreed to indemnify us against certain liabilities.

Based upon our analysis and subject to the qualifications described herein, we believe that as of the date of this letter, the terms of the Agreement are fair, from a financial point of view, to Grand and its shareholders.

Respectfully,

/s/ Austin Associates, LLC

Austin Associates, LLC

B-2

Appendix C

[To be filed by Amendment]

C-1

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Macatawa Bank Corporation ("Macatawa") is obligated under its Restated Articles of Incorporation to indemnify its directors and executive officers who serve or have served at the request of Macatawa as directors, officers, employees, agents or fiduciaries of Macatawa or another corporation or other enterprise to the fullest extent permitted under the Michigan Business Corporation Act. Persons who are not directors or executive officers may be similarly indemnified in respect of such services to the extent authorized by Macatawa's Board of Directors.

Sections 561 through 571 of the Michigan Business Corporation Act 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 that 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 any 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 Michigan Business Corporation Act. The Michigan Business Corporation Act 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 two 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. An authorization for payment of indemnification may be made by: (1) the Board of Directors by (a) a majority vote of two or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, (b) a majority vote of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, (c) a majority vote of one or more "independent directors" who are not parties or threatened to be made parties to the action, suit or proceeding, or (d) if the corporation lacks the appropriate persons for alternatives (a) through (c), by a majority vote of the entire Board of Directors; or (2) the shareholders. Under the Michigan Business Corporation Act, Macatawa may indemnify a director without a determination that the director has met the applicable standard of conduct unless the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the Michigan Business Corporation Act (which prohibits certain dividends, distributions to shareholders and certain loans to insiders of the corporation), or intentionally committed a criminal act. A director may file for a court determination of the propriety of indemnification in any of the situations set forth in the preceding sentence.

Under the Michigan Business Corporation Act, Macatawa 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 the person furnishes the corporation a written undertaking to repay the

Part II-1


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 Michigan Business Corporation Act 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 Michigan Business Corporation Act continues as to a person who ceases to be a director, officer, employee or agent.

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

Part II-2


Item 21. Exhibits and Financial Statement Schedules.

A. Exhibits. The following exhibits are filed as part of this Registration Statement:

Number              Exhibit

2        Agreement  and Plan of Merger dated  November  20,  2001.  Included as
         Appendix A to the prospectus and joint proxy statement.

4.1      Articles of Incorporation of Macatawa Bank  Corporation,  incorporated
         by  reference  to  Exhibit  3.1  to  the  Macatawa  Bank   Corporation
         Registration Statement on Form SB-2 (Registration No. 333-45755).

4.2      Bylaws of Macatawa  Bank  Corporation,  incorporated  by  reference to
         Exhibit 3.2 to the Macatawa Bank Corporation Registration Statement on
         Form SB-2 (Registration No. 333-45755).

5.1      Opinion of Varnum, Riddering, Schmidt & Howlett LLP.

8.1      Opinion of Varnum, Riddering, Schmidt & Howlett LLP as to Tax Matters.*

23.1     Consent  of  Macatawa's  Independent  Accountants,  Crowe,  Chizek and
         Company LLP.

23.2     Consent of  Grand's  Independent  Certified  Public  Accountants,  BDO
         Seidman LLP.

23.3     Consent of Macatawa's Counsel. Included in Exhibit 5.1

23.4     Consent of Grand's Counsel.

23.5     Consent of Grand's Financial Advisor.

23.6     Consent of Macatawa's Financial Advisor. *

24       Powers of Attorney  (included  on the  signature  page on page II-6 of
         this Registration Statement on Form S-4).

99.1     Notice of Special Meeting of Macatawa Shareholders.

99.2     Form of Proxy for Macatawa Bank Corporation.

99.3     Notice of Special Meeting of Grand Shareholders.

99.4     Form of Proxy for Grand Bank Financial Corporation.

* To be filed by Amendment.

B. Financial Statements and Schedules.

All schedules for which provision is made in Regulation S-X of the Securities and Exchange Commission have been omitted because they either are not required under the related instructions or the required information has been included in the financial statements of Macatawa or notes thereto.

C. Opinions of Financial Advisor.

The form of opinion of Austin Associates, LLC is included as Appendix B to the prospectus and joint proxy statement. The opinion of Donnelly, Penman, French, Haggarty & Co. will be included as Appendix C to the prospectus and joint proxy statement upon filing of an Amendment.

Part II-3


Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low end or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;"

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The undersigned registrant undertakes that every prospectus: (i) that is filed pursuant to the paragraph immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, shall be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Part II-4


The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

* * * *

Part II-5


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Holland, State of Michigan, on December 28, 2001.

MACATAWA BANK CORPORATION

By:    /s/ Benjamin A. Smith, III
       Benjamin A. Smith, III
       Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Benj. A. Smith, III and Philip J. Koning, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents , and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in a and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated

       Signature                     Title                             Date
       ---------                     -----                             ----
/s/ Benj. A. Smith, III
Benj. A. Smith, III           Principal Executive Officer      December 28, 2001
                              and a Director

/s/ Steven L. Germond
Steven L. Germond             Principal Financial and          December 28, 2001
                              Accounting Officer

/s/ Philip J. Koning
Philip J. Koning              President and a Director         December 28, 2001


/s/ G. Thomas Boylan
G. Thomas Boylan              Director                         December 28, 2001


/s/ Robert E. DenHerder
Robert E. DenHerder           Director                         December 28, 2001


/s/ John F. Koetje
John F. Koetje                Director                         December 28, 2001

Part II-6


EXHIBIT INDEX

Number                               Exhibit

2        Agreement  and Plan of Merger dated  November  20,  2001.  Included as
         Appendix A to the prospectus and joint proxy statement.

4.1      Articles of Incorporation of Macatawa Bank  Corporation,  incorporated
         by  reference  to  Exhibit  3.1  to  the  Macatawa  Bank   Corporation
         Registration Statement on Form SB-2 (Registration No. 333-45755).

4.2      Bylaws of Macatawa  Bank  Corporation,  incorporated  by  reference to
         Exhibit 3.2 to the Macatawa Bank Corporation Registration Statement on
         Form SB-2 (Registration No. 333-45755).

5.1      Opinion of Varnum, Riddering, Schmidt & Howlett LLP.

8.1      Opinion of Varnum, Riddering, Schmidt & Howlett LLP as to Tax Matters.*

23.1     Consent  of  Macatawa's  Independent  Accountants,  Crowe,  Chizek and
         Company LLP.

23.2     Consent of  Grand's  Independent  Certified  Public  Accountants,  BDO
         Seidman, LLP.

23.3     Consent of Macatawa's Counsel. Included in Exhibit 5.1

23.4     Consent of Grand's Counsel.

23.5     Consent of Grand's Financial Advisor.

23.6     Consent of Macatawa's Financial Advisor. *

24       Powers of Attorney  (included  on the  signature  page on page II-6 of
         this Registration Statement on Form S-4).

99.1     Notice of Special Meeting of Macatawa Shareholders.

99.2     Form of Proxy for Macatawa Bank Corporation.

99.3     Notice of Special Meeting of Grand Shareholders.

99.4     Form of Proxy for Grand Bank Financial Corporation.

* To be filed by Amendment

Part II-7


Exhibit 5.1

December 28, 2001

Macatawa Bank Corporation
348 South Waverly Road
Holland, Michigan 49423

Subject: Registration Statement on Form S-4 2,459,905 Shares of Common Stock, No Par Value per Share Gentlemen:

We are counsel to Macatawa Bank Corporation ("Macatawa") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of shares of Macatawa common stock, no par value ("Common Stock"), pursuant to a registration statement on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on or about December 28, 2001.

We are familiar with the proceedings taken by Macatawa in connection with the authorization of up to 2,459,905 shares of Common Stock to be issued to the shareholders of Grand Bank Financial Corporation. We have examined such documents, records, and matters of law as we have deemed necessary for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the Common Stock will be, when duly registered under the Securities Act and issued and delivered as described in the Registration Statement, legally issued, fully paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement.

This opinion is rendered for the purposes of Item 21 of Form S-4 and Item 601 of Regulation S-K, may be relied upon only by you and the Commission and may not be used, quoted, or referred to or filed for any other purpose without our prior written permission.

Very truly yours,

VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP

DLJ/mjb

Exhibit 5.1-1


Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement of Macatawa Bank Corporation on Form S-4 and related Prospectus/Joint Proxy Statement of our report dated January 24, 2001, on the consolidated financial statements of Macatawa Bank Corporation, as of December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000 appearing in the 2000 Form 10-K of Macatawa Bank Corporation. We also consent to the use of our name as "Experts" in the Prospectus/Joint Proxy Statement.

                                /s/ Crowe, Chizek and Company LLP
                                Crowe, Chizek and Company LLP


December 26, 2001
Grand Rapids, Michigan

Exhibit 23.1-1


Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We do hereby consent to the use in this Registration Statement (Form S-4) of Macatawa Bank Corporation and related Prospectus/Joint Proxy Statement of our report dated January 17, 2001 on the consolidated balance sheets of Grand Bank Financial Corporation as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000, contained therein.

We also consent to the reference to us under the caption "Experts" in the Prospectus/Joint Proxy Statement.

/s/ BDO SEIDMAN, LLP

Grand Rapids, Michigan
December 28, 2001

Exhibit 23.2-1


Exhibit 23.5

Consent of Austin Associates, LLC

We hereby consent to the use of our opinion letter to the Board of Directors of Grand Bank Financial Corporation, included as Appendix B to the Proxy Statement/Prospectus which forms part of the Registration Statement dated as of the date hereof on Form S-4 relating to the proposed Merger of Grand Bank Financial Corporation and Macatawa Bank Corporation and to the references to such opinion therein.

In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Austin Associates, LLC

By:  /s/ Austin Associates, LLC

December 28, 2001
Grand Rapids, Michigan

Exhibit 23.5-1


Exhibit 99.1

[MACATAWA LOGO]

MACATAWA BANK CORPORATION
348 Waverly Road
Holland, Michigan 49423
Telephone (616) 820-1444

Dear Shareholder:

On behalf of Macatawa Bank Corporation's Board of Directors, I cordially invite you to attend the Special Meeting of Shareholders of Macatawa Bank Corporation to be held on:

_____________, ____________, 2002 ___________ local time

Holland, Michigan 49423

for the following purposes:

1. The approval and adoption of the Agreement and Plan of Merger, dated as of November 20, 2001, between Macatawa Bank Corporation and Grand Bank Financial Corporation and the issuance of shares of Macatawa Bank Corporation's common stock pursuant to the Agreement and Plan of Merger, pursuant to which Grand will merge into Macatawa and each share of Grand common stock will be converted into 17.5979 shares of Macatawa common stock (and cash in lieu of fractional shares); and

2. To transact such other business as may properly come before the special meeting or any adjournment or postponements thereof.

The terms of the Merger Agreement, as well as other important information relating to Macatawa and Grand, are contained in the attached prospectus and joint proxy statement. Please give this document your careful attention. Macatawa's Board of Directors has approved the Merger Agreement and unanimously recommends that Macatawa's shareholders vote "FOR" its approval and adoption and the approval of the issuance of shares of Macatawa Bank Corporation's common stock pursuant to the Merger Agreement. Only holders of Macatawa common stock as of the close of business on _____________, 2002 are entitled to vote at the special meeting.

This notice and the attached prospectus and joint proxy statement and the accompanying form of proxy are being mailed on or about _____________, 2002. Because of the significance of the issuance of stock and proposed Merger to Macatawa, your vote at the special meeting, either in person or by proxy, is especially important. Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid envelope. You may revoke your proxy at any time before the special meeting, as more fully explained in the attached prospectus and joint proxy statement. Thank you for your prompt attention to this important matter.

By Order of the Board of Directors

Philip J. Koning,
Secretary

Holland, Michigan

Exhibit 99.1-1


Exhibit 99.2

REVOCABLE PROXY

MACATAWA BANK CORPORATION
Special Meeting of Shareholders

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Benj. A. Smith, III and Philip J. Koning, or either of them, of Macatawa Bank Corporation ("Macatawa"), with full power of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of Macatawa that the undersigned is entitled to vote at Macatawa's Special Meeting of Shareholders (the "Meeting"), to be held on __________, 2002, at , located at _________________, Holland, Michigan 49423, at __________ local time, and any and all adjournments and postponements thereof.

This proxy may be revoked at any time before it is voted by: (i) filing with the Secretary of Macatawa at or before the Meeting a written notice of revocation bearing a later date than this proxy; (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Secretary of Macatawa at or before the Meeting; or (iii) attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute revocation of this proxy). If this proxy is properly revoked as described above, then the power of such attorneys and proxies shall be considered terminated and of no further force and effect.

The undersigned acknowledges receipt from Macatawa, prior to the execution of this proxy, of Notice of the Special Meeting and a Prospectus and Joint Proxy Statement.

(Continued and to be signed on reverse side)

Exhibit 99.2-1


MACATAWA BANK CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. (X)

The approval and adoption of the Agreement and Plan of Merger, dated as of November 20, 2001 (the "Merger Agreement"), between Macatawa Bank Corporation and Grand Bank Financial Corporation and the issuance of shares of Macatawa Bank Corporation common stock pursuant to the Merger Agreement.

For Against Abstain
( ) ( ) ( )

The Board of Directors recommends a vote "FOR" approval of the Merger Agreement.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR APPROVAL OF THE MERGER AGREEMENT AND THE ISSUANCE OF SHARES OF MACATAWA BANK CORPORATION PURSUANT TO THE MERGER AGREEMENT. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

Dated: ______________, 2002 Print Name:_____________________ Signature:______________________ Print Name:_____________________ Signature:______________________

Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign.

PLEASE PROMPTLY COMPLETE, SIGN
AND MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE

Exhibit 99.2-2


Exhibit 99.3

[GRAND BANK FINANCIAL CORPORATION LOGO]

GRAND BANK FINANCIAL CORPORATION
126 Ottawa Avenue, N.W., Ste. 100
Grand Rapids, Michigan 49503-2867
Telephone: (616) 235-7000

Dear Shareholder:

On behalf of Grand Bank Financial Corporation's Board of Directors we cordially invite you to attend a special meeting of shareholders of Grand Bank Financial Corporation to be held on:

[TIME, DATE, AND LOCATION
TO BE COMPLETED]

for the purpose of considering and acting upon approval of an Agreement and Plan of Merger, dated as of November 20, 2001, between Macatawa Bank Corporation and Grand Bank Financial Corporation, pursuant to which Grand will merge into Macatawa and each share of Grand common stock will be converted into 17.5979 shares of Macatawa common stock (and cash in lieu of fractional shares); and such other matters as may properly come before the special meeting or any adjournments or postponements thereof.

The terms of the Merger Agreement, as well as other important information relating to Macatawa and Grand, are contained in the attached prospectus and joint proxy statement. Please give this document your careful attention. Grand's Board of Directors has adopted the Merger Agreement and recommends that Grand's shareholders vote "FOR" its approval. Only holders of Grand common stock as of the close of business on December ___, 2001 are entitled to vote at the special meeting.

This notice and the attached prospectus and joint proxy statement and the accompanying form of proxy are being mailed on or about ____________, 2002. Because of the significance of the proposed Merger to Grand, your vote at the special meeting, either in person or by proxy, is especially important. Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage-paid envelope. Thank you for your prompt attention to this important matter.

Sincerely,

Charles C. Stoddard                        Thomas J. Wesholski
Chairman of the Board and Chief            President and Chief Operating Officer
Executive Officer

Grand Rapids, Michigan

Exhibit 99.3-1


Exhibit 99.4

REVOCABLE PROXY

GRAND BANK FINANCIAL CORPORATION
Special Meeting of Shareholders

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Charles C. Stoddard, Thomas J. Wesholski and Robert W. DeJonge or any of them, with full power of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of Grand Bank Financial Corporation ("Grand") that the undersigned is entitled to vote at Grand's Special Meeting of Shareholders (the "Meeting"), to be held on _______________, 2002, at _____________________________, located at _______________________, at ______ a.m., local time, and any and all adjournments and postponements thereof..

The undersigned acknowledges receipt from Grand prior to the execution of this proxy, of Notice of the Special Meeting and a Prospectus and Joint Proxy Statement.

(Continued and to be signed on reverse side)

Exhibit 99.4-1


GRAND BANK FINANCIAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. (X)

Approval of the Agreement and Plan of Merger, dated as of November 20, 2001 (the "Merger Agreement"), between Macatawa Bank Corporation and Grand Bank Financial Corporation.

For Against Abstain
( ) ( ) ( )

The Board of Directors recommends a vote "FOR" approval of the Agreement and Plan of Merger.

This proxy will be voted as directed. If no directions are specified, this proxy will be voted for approval of the Merger Agreement. If any other business is presented at the meeting, this proxy will be voted by those named in this proxy in their judgment. At the present time, the Board of Directors knows of no other business to be presented at the meeting.

Dated: ___________________, 2002 Print Name:______________________ Signature:_______________________ Print Name:______________________ Signature:_______________________

Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign.

YOUR VOTE IS IMPORTANT!

PLEASE PROMPTLY COMPLETE, SIGN
AND MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE

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