# FORM 10-K SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549

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

For the fiscal year
ended December 31, 2004

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

For the transition
period from _______ to ________

Commission file number
000-25927

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

|MICHIGAN                       
(State of other jurisdiction of
incorporation or organization) | 38-3391345      
(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------------------------------- | -----------------------------------------------------

10753 Macatawa Drive,
Holland, Michigan 49424 (Address of principal
executive offices) (Zip Code)

Registrants
telephone number, including area code: (616) 820-1444

Securities registered
pursuant to Section 12(b) of the Exchange Act: None

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

_________________

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

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form
and no disclosure will be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K. [__]

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes [X].

The registrants revenues for
2004 were $88,371,000. The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant, based on a per share price of $27.49 as
of June 30, 2004, was $214,819,000 (common stock, no par value). As of March 4, 2005,
there were outstanding 8,849,996 shares of the Companys common stock (no par value).
Portions of the Companys Proxy Statement for the Annual Meeting of Shareholders to
be held April 21, 2005 are incorporated by reference into Part II and Part III of this
Report.

1

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PART I

|ITEM 1: | Business
|------- | --------

As
used in this Annual Report, the terms we, us, our and
Macatawa mean Macatawa Bank Corporation and its subsidiaries, unless the
context indicates another meaning.

# General

Macatawa
Bank Corporation is a Michigan corporation and is a financial holding company and the bank
holding company for its wholly owned banking subsidiary, Macatawa Bank, as well as
Macatawa Investment Services, Inc., Macatawa Statutory Trust I and Macatawa Statutory
Trust II. Effective January 9, 2002, Macatawa Bank Corporation elected to become a
financial holding company pursuant to Title I of the Gramm-Leach-Bliley Act. Macatawa Bank
commenced operations on November 25, 1997. Grand Bank was formed in 1987 and operated from
a single location in Grand Rapids, Michigan. Grand Bank became a wholly owned subsidiary
effective April 1, 2002 upon the completion of the acquisition of Grand Bank Financial
Corporation (GBFC), and its results are included in the consolidated statements of income
since this effective date. To achieve further synergies from the Grand Bank acquisition,
we merged Grand Bank into Macatawa Bank effective January 1, 2003 with the combined bank
named Macatawa Bank. At the same time, Grand Bank Mortgage Company was merged into
Macatawa Bank Mortgage Company.

Macatawa
Bank is a Michigan chartered bank with depository accounts insured by the Federal Deposit
Insurance Corporation. The bank operates twenty-two branch offices and a lending and
operational service facility offering commercial and personal banking services, including
checking and savings accounts (including certificates of deposit), safe deposit boxes,
travelers checks, money orders, trust services and commercial, mortgage and consumer loans
in Kent County, Ottawa County, and northern Allegan County, Michigan. Macatawa Investment
Services was formed in October 2001 and gained approval in June 2002 from the NASD to
commence operations as a broker/dealer. Macatawa Investment Services provides various
brokerage services including discount brokerage, personal financial planning and
consultation regarding mutual funds. Macatawa Statutory Trust I is a grantor trust that
issued a pooled trust preferred security in July, 2003. Macatawa Statutory Trust II is a
grantor trust that issued a pooled trust preferred security in March, 2004. Macatawa Bank
Mortgage Company, a subsidiary of Macatawa Bank, originates and sells residential mortgage
loans into the secondary market on a servicing released basis. As of December 31, 2004, we
had total assets of $1.67 billion, total deposits of $1.35 billion, approximately 79,000
deposit accounts and shareholders equity of $129.07 million.

Our
headquarters and administrative offices are located at 10753 Macatawa Drive, Holland,
Michigan 49424, and our telephone number is (616) 820-1444. Our internet website
address is www.macatawabank.com. We make available free of charge through this website our
annual report on Form 10-K, our quarterly reports on Form 10-Q and our current reports on
Form 8-K and amendments to those reports as soon as reasonably practicable after filing
such reports with the Securities and Exchange Commission. The reference to our website
address does not constitute incorporation by reference of the information contained on the
website, and the information contained on the website is not part of this document.

# Products and Services

Deposit
Services. We offer a broad range of deposit services, including checking
accounts, savings accounts and time deposits of various types. Transaction accounts and
time certificates are tailored to the principal market area at rates competitive with
those offered in the area. All deposit accounts are insured by the FDIC up to the maximum
amount permitted by law. We solicit these accounts from individuals, businesses,
associations, churches, nonprofit organizations, financial institutions and government
authorities. We may also use alternative funding sources as needed, including advances
from Federal Home Loan Banks, certificates of deposit purchased from brokers and the
packaging of loans for securitization and sale.

2

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Deposits
are gathered primarily from the communities we serve through our network of 22 branches.
We offer business and consumer checking accounts, regular and money market savings
accounts, and certificates of deposit having many options in their terms.

We
set our deposit pricing to be competitive with other banks in our market area. This has
enabled us to increase deposits from new, as well as existing customers, while maintaining
a healthy net interest margin. We periodically purchase brokered deposits to supplement
funding needs. These are time accounts originated outside of our local market area.
Brokered deposits comprised approximately 11% of total deposits at December 31, 2004 and
approximately 10% at December 31, 2003. We operate in a very competitive environment,
competing with other local banks similar in size and with significantly larger regional
banks. We monitor rates at other financial institutions in the area to ascertain that our
rates are competitive with the market. We also attempt to offer a wide variety of products
to meet the needs of our customers.

Deposit
Portfolio Composition.The following table sets forth the average deposit
balances and the weighted average rates paid thereon.

|Average for the Year      
|--------------------------
|                          
|                          
|                          
|                          
|                          
|Noninterest bearing demand
|Interest bearing demand   
|savings                   
|Time                      
|                          
|Total deposits            
|                          

The
following table summarizes time deposits in amounts of $100,000 or more by time remaining
until maturity as of December 31, 2004:

|Amount                        
|------------------------------
|                              
|Three months or less          
|Over 3 months through 6 months
|Over 6 months through 1 year  
|Over 1 year                   
|                              
|Total                         
|                              

Lending
Activities.

Loan
Portfolio Composition.The following table reflects the composition of our
loan portfolio and the corresponding percentage of our total loans represented by each
class of loans as of the dates indicated.

|Year Ended December 31       
|-----------------------------
|                             
|                             
|                             
|                             
|                             
|Commercial real estate       
|Residential real estate      
|Other commercial             
|Consumer                     
|                             
|                             
|Total loans                  
|                             
|Less:                        
|Allowance for loan losses    
|                             
|Total  loans  receivable, net
|                             

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Nonperforming
Assets. The following table shows the composition and amount of our nonperforming assets.

|                                                    | December 31
|--------------------------------------------------- | -----------
|                                                    |            
|(Dollars in thousands)                              |            
|                                                    |            
|Nonaccrual loans                                    |            
|Loans 90 days or more delinquent and still accruing |            
|Restructured loans                                  |            
|                                                    |            
|Total nonperforming loans                           |            
|                                                    |            
|                                                    |            
|Foreclosed assets                                   |            
|Repossessed assets                                  |            
|                                                    |            
|                                                    |            
|Total nonperforming assets                          |            
|                                                    |            
|                                                    |            
|Nonperforming loans to total loans                  |            
|Nonperforming assets to total assets                |            

Loan
Loss Experience.The following is a summary of our loan balances at the end
of each period and the daily average balances of these loans. It also includes changes in
the allowance for loan losses arising from loans charged-off and recoveries on loans
previously charged-off, and additions to the allowance which we have expensed.

|                                                     | December 31
|---------------------------------------------------- | -----------
|                                                     |            
|(Dollars in thousands)                               |            
|                                                     |            
|Loans:   Average daily balance of loans for the year |            
|Amount of loans outstanding at end of period         |            
|                                                     |            
|Allowance for loan losses:                           |            
|Balance at beginning of year                         |            
|Balances from GBFC acquisition                       |            
|Addition to allowance charged to operations          |            
|Loans charged-off:                                   |            
|Commercial                                           |            
|Residential Real Estate                              |            
|Consumer                                             |            
|Recoveries:                                          |            
|Commercial                                           |            
|Residential Real Estate                              |            
|Consumer                                             |            
|                                                     |            
|Balance at end of year                               |            
|                                                     |            
|Ratios:                                              |            
|Net charge-offs to average loans                     |            
|outstanding                                          |            
|Allowance for loan losses to loans                   |            
|outstanding at year end                              |            

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Allocation
of the Allowance for Loan Losses.The following table shows the allocation
of the allowance for loan loss at the dates indicated to the extent specific allocations
have been determined relative to particular loans.

|Year Ended December 31
|----------------------
|                      
|                      
|                      
|                      
|                      
|Commercial and        
|commercial real       
|estate                
|Real estate           
|mortgages             
|Consumer              
|Unallocated           
|                      
|Total                 

Maturities
and Sensitivities of Loans to Changes in Interest Rates.The following
table shows the amount of total loans outstanding as of December 31, 2004 which, based on
remaining scheduled repayments of principal, are due in the periods indicated.

|Maturing                   
|---------------------------
|                           
|                           
|                           
|Commercial real estate     
|Residential real estate    
|Other commercial           
|Consumer                   
|                           
|Totals                     
|                           
|Allowance for loan losses  
|                           
|Total loans receivable, net
|                           

Interest
Sensitivity.Below is a schedule of the loan amounts maturing or repricing
which are classified according to their sensitivity to changes in interest rates at
December 31, 2004.

|Fixed Rate                            | Variable Rate | Total
|------------------------------------- | ------------- | -----
|                                      |               |      
|Due within 3 months                   |               |      
|Due after 3 months, but within 1 year |               |      
|Due after one but within 5 years      |               |      
|Due after 5 years                     |               |      
|                                      |               |      
|Total                                 |               |      
|                                      |               |      
|Allowance for loan losses             |               |      
|                                      |               |      
|Total loans receivable, net           |               |      
|                                      |               |      

Residential
Real Estate Loans. We originate residential mortgage loans, which are
generally long-term with either fixed or variable interest rates. Our general policy,
which is subject to review by our management as a result of changing market and economic
conditions and other factors, is to sell in the secondary market the majority of
residential mortgage loans originated. Residential mortgage loan originations derive from
a number of sources, including advertising, direct solicitation, real estate broker
referrals, existing borrowers and depositors, builders and walk-in customers. Loan
applications are accepted at most of our offices. The substantial majority of these loans
are secured by properties in our market area.

5

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Our
variable rate mortgage loans are fully amortizing loans with contractual maturities of up
to 30 years. These loans generally carry interest rates which are reset to a stated margin
over an independent index, generally the one-, three- or five-year constant maturity
treasury index. Increases or decreases in the interest rate of our variable rate mortgage
loans are generally limited to 2% annually with lifetime interest rate caps of 6% over the
initial interest rate. Our variable rate mortgage loans may be convertible into fixed rate
loans upon payment of a fee, do not contain prepayment penalties and do not produce
negative amortization. Initial interest rates offered on our variable rate mortgage loans
may be below the fully indexed rate, although borrowers are generally qualified at the
fully indexed rate.

We
also offer fixed rate mortgage loans to owner occupants with maturities up to 30 years,
which conform to secondary market standards. Interest rates charged on these fixed rate
loans are priced on a daily basis according to market conditions. These loans generally do
not include prepayment penalties. We currently sell in the secondary market, long-term,
conforming fixed-rate loans with terms of 15 years or greater which we originated.

Generally
we originate residential mortgage loans with loan-to-value ratios not to exceed 80%. For
loans with loan-to-value ratios that equal or exceed 90% at origination, we require
private mortgage insurance in an amount sufficient to reduce our exposure to 80% or less
of the lower of the appraised value or purchase price of the underlying collateral. In
underwriting one- to four-family residential real estate loans, we evaluate both the
borrowers ability to make monthly payments and the value of the property securing
the loan. Properties securing one- to four-family residential real estate loans that we
made are appraised by independent fee appraisers. We require borrowers to obtain title
insurance and fire, property and, if necessary, flood insurance.

Multi-Family
and Commercial Real Estate Loans. We originate permanent loans secured by
multi-family and commercial real estate. Our permanent multi-family and commercial real
estate loan portfolio includes loans secured by apartment buildings, condominiums, small
office buildings, small business facilities, medical facilities and other non-residential
building properties, substantially all of which are located within our primary market
area.

Permanent
multi-family and commercial real estate loans have a maximum maturity of 10 years with an
amortization period of up to 20 years. Most of these loans, however, have maturities of 5
years or less with amortization periods of 15 and 20 years. Multi-family loans and
commercial real estate loans are generally written in amounts of up to 80% of the lesser
of the appraised value of the property or the purchase price, and borrowers are generally
personally liable for all or part of the indebtedness.

Appraisals
on properties securing multi-family and commercial real estate loans that we originate are
primarily performed by independent appraisers who we designate at the time the loan is
made. Management reviews all appraisals on multi-family and commercial real estate loans.
In addition, our underwriting procedures generally require verification of the
borrowers credit history, income and financial statements, banking relationships,
references, and historical and projected cash flows for the property that indicate minimum
debt service coverage ratios.

Multi-family
and commercial real estate loans generally present a higher level of risk than loans
secured by one- to four-family residences. This greater risk is due to several factors,
including the concentration of principal in a limited number of loans and borrowers, the
effects of general economic conditions on income producing properties and the increased
difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment
of loans secured by multi-family and commercial real estate is typically dependent upon
the successful operation of the related real estate project. If cash flow from the project
is reduced, the borrowers ability to repay the loan may be impaired. For example, if
leases are not obtained or renewed, or a bankruptcy court modifies a lease term, or a
major tenant is unable to fulfill its lease obligations, cash flow from the project will
be reduced.

Construction
and Development Loans. We make construction loans to individuals for the
construction of their residences. Construction loans are also made to builders and
developers for the construction of one- to four-family residences and the development of
one- to four-family lots, residential subdivisions, condominium developments and other
commercial developments.

6

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Construction
loans to individuals for their residences are structured to be converted to permanent
loans at the end of the construction phase, which typically runs six to nine months. These
construction loans have rates and terms which generally match one- to four-family loans
then offered by us, except that during the construction phase, the borrower pays interest
only. Residential construction loans are generally underwritten pursuant to the same
guidelines used for originating permanent residential loans.

Construction
loans to builders of one- to four-family residences generally require the payment of
interest only for up to one year with adjustable rates. These loans may also provide for
the payment of loan fees from loan proceeds. We also make loans to builders for the
purpose of developing one- to four-family lots and residential condominium projects. These
loans typically have terms of two years or less with maximum loan to value ratios of 80%.
These loans may provide for the payment of loan fees from loan proceeds. Loan principal is
typically paid down as lots or units are sold.

Construction
and development loans are obtained principally through continued business from developers
and builders who have previously borrowed from us, as well as referrals from existing
customers. As part of the application process, the applicant must submit accurate plans,
specifications and costs of the project to be constructed or developed to us. These items
are used as a basis to determine the appraised value of the subject property. Loans are
based on the lesser of current appraised value and/or the cost of construction (land plus
building). Construction and development loans to borrowers other than owner-occupants
involve many of the same risks discussed above regarding multi-family and commercial real
estate loans and tend to be more sensitive to general economic conditions than many other
types of loans. Further, because of the uncertainties inherent in estimating development
and construction costs and the market for the project upon completion, it is relatively
difficult to evaluate accurately the total loan funds required to complete a project, the
related loan-to-value ratios and the likelihood of ultimate success of the project.

Commercial
Business Loans. Our commercial business lending portfolio contains loans
with a variety of purposes and security, including loans to finance operations and
equipment. Generally, our commercial business lending has been limited to borrowers
headquartered, or doing business, in our primary market area.

Unlike
residential mortgage loans, which generally are made on the basis of the borrowers
ability to make repayment from his or her employment and other income, and which are
secured by real property whose value tends to be more easily ascertainable, commercial
business loans are of higher risk and typically are made on the basis of the
borrowers ability to make repayment from the cash flow of the borrowers
business. As a result, the availability of funds for the repayment of commercial business
loans may be substantially dependent on the success of the business itself. Further, the
collateral securing the loans may depreciate over time, may be difficult to appraise and
may fluctuate in value based on the success of the business.

Consumer
Loans. We originate a variety of different types of consumer loans,
including automobile loans, home equity lines of credit and installment loans, home
improvement loans, deposit account loans and other loans for household and personal
purposes. Our automobile loans typically are originated at fixed interest rates with terms
up to 60 months for new and used vehicles. Loans secured by automobiles are generally
originated for up to 80% of the National Automobile Dealers Association book value of the
automobile securing the loan.

Our
home equity installment loans are written so that the total commitment amount, when
combined with the balance of the first mortgage lien, generally will not exceed the
greater of 90% of the appraised value of the property or 90% of two times the Michigan
real estate assessment value. These loans have a maximum maturity of 5 years with an
amortization period of up to 15 years, and carry fixed rates of interest.

We
also originate home equity lines of credit utilizing the same underwriting standards as
for home equity installment loans. Home equity lines of credit are revolving line of
credit loans. The majority of our existing home equity line of credit portfolio has
adjustable rates, interest only payments and a maximum maturity of ten years.

7

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The
underwriting standards that we employ for consumer loans include a determination of the
applicants payment history on other debts and ability to meet existing obligations
and payments on the proposed loan. Although creditworthiness of the applicant is of
primary consideration, the underwriting process also includes a comparison of the value of
the security, if any, in relation to the proposed loan amount. Consumer loans may entail
greater credit risk than do residential mortgage loans, particularly in the case of
consumer loans which are unsecured or are secured by rapidly depreciable assets, such as
automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may
not provide an adequate source of repayment of the outstanding loan balance as a result of
the greater likelihood of damage, loss or depreciation. In addition, consumer loan
collections are dependent on the borrowers continuing financial stability, and thus
are more likely to be affected by adverse personal circumstances. Furthermore, the
application of various federal and state laws, including bankruptcy and insolvency laws,
may limit the amount which can be recovered on such loans.

Securities.       
          Our security portfolio is classified as either available for sale or
          held to maturity. Securities classified as available for
          sale may be sold to meet our liquidity needs. The primary objective of our
          investing activities is to provide for the safety of the principal invested. Our
          secondary considerations include earnings, liquidity and decreased overall
          exposure to changes in interest rates. The following table reflects the
          composition of our securities portfolio as of the dates indicated.

|Year Ended December 31                    
|------------------------------------------
|                                          
|                                          
|                                          
|U.S. Treasury and U.S. Government Agencies
|State and municipal bonds                 
|                                          
|Total                                     
|                                          

Excluding
our investment portfolio holdings in U.S. Treasury and U.S. Government Agency Securities,
we had no investments in securities of any one issuer which exceeded 10% of
shareholders equity.

Schedule
of Maturities of Investment Securities and Weighted Average Yields.The following
is a schedule of investment security maturities and their weighted average yield by
category at December 31, 2004.

|Due WithinOne Year                       | One toFive Years | Five toTen Years | AfterTen Years | Investments with No Contractual Maturity
|---------------------------------------- | ---------------- | ---------------- | -------------- | ----------------------------------------
|                                         |                  |                  |                |                                         
|                                         |                  |                  |                |                                         
|                                         |                  |                  |                |                                         
|U.S. Treasury and U.S.                   |                  |                  |                |                                         
|Government Agencies                      |                  |                  | $              | 4,057                                   
|Tax-exempt state and municipal bonds (1) |                  |                  |                | --                                      
|                                         |                  |                  |                |                                         
|Total (1)                                |                  |                  | $              | 4,057                                   
|                                         |                  |                  |                |                                         

(1)    
          Yields on tax-exempt securities are computed on a fully taxable-equivalent
          basis.

Trust
Services.We began offering trust services in January 1999, to
further provide for the financial needs of our customers. With the acquisition of Grand
Bank in April 2002 our trust assets increased by over $500 million and as of December 31,
2004, the Trust Department had assets of approximately $1.0 billion. Our types of service
include both personal trust and employee benefit plans.

# Market Area

Our
market area of Ottawa, Kent and northern Allegan Counties are located in western Michigan.
This area consists of two mid-sized cities, Grand Rapids and Holland, and rural areas.
Grand Rapids is the second largest city in Michigan and Holland the largest city in Ottawa
County. Both cities and surrounding areas have a solid and diverse economic base, which
includes tourism, office furniture, automotive components and assemblies, pharmaceutical,
transportation, equipment, food and construction supplies. Companies operating in the
market area include Steelcase, Herman Miller, Alticor, Haworth, Johnson Controls, General
Motors, Gerber, SPX, Magna Donnelly, and Meijer.

8

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Much
of our success as a retail and small to mid-sized business lender has been due to our
market areas favorable population, housing and income demographics. Population
within our three county market area grew by 20.6% from 1990 to 2002. Household income
levels in our market area exceed state and national levels while unemployment levels are
below state but above national levels.

# Competition

Our
primary market area includes Ottawa County, Kent County and northern Allegan County, all
located in Western Michigan. There are many bank, thrift and credit union offices located
within our market area. Most are branches of larger financial institutions. We also face
competition from finance companies, insurance companies, mortgage companies, securities
brokerage firms, money market funds and other providers of financial services. Many of our
competitors have been in business a number of years, have established customer bases, are
larger and have higher lending limits than we do. We compete for loans principally through
our ability to communicate effectively with our customers and to understand and meet their
needs. Our management believes that our personal service philosophy enhances our ability
to compete favorably in attracting individuals and small businesses. We actively solicit
customers and compete for deposits by offering our customers personal attention,
professional service, and competitive interest rates.

# Environmental Matters

We
do not believe that existing environmental regulations will have any material effect upon
our capital expenditures, our earnings or our competitive position.

# Employees

As
of December 31, 2004, we had 299 full-time and 108 part-time employees. We have assembled
a staff of experienced, dedicated and highly qualified professionals whose goal is to
provide outstanding service. The majority of our management team has at least 10 years of
banking experience, and several key personnel have more than 20 years of banking
experience. None of our employees is represented by collective bargaining agreements with
us.

# Acquisition of Grand Bank

On
April 1, 2002, Grand Bank Financial Corporation was merged into Macatawa Bank Corporation.
Macatawa Bank Corporation became the holding company for Grand Bank. Effective January 1,
2003, Grand Bank was merged into Macatawa Bank.

9

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# SUPERVISION AND
REGULATION

The
following is a summary of certain statutes and regulations affecting Macatawa Bank
Corporation and Macatawa Bank. This summary is qualified in its entirety by such statutes
and regulations. A change in applicable laws or regulations may have a material effect on
us and our business.

# General

Financial
institutions and their holding companies are extensively regulated under federal and state
law. Consequently, our growth and earnings performance can be affected not only by
management decisions and general economic conditions, but also by the statutes
administered by, and the regulations and policies of, various governmental regulatory
authorities. Those authorities include, but are not limited to, the Board of Governors of
the Federal Reserve System (the Federal Reserve Board), the FDIC, the
Commissioner of the Michigan Office of Financial and Insurance Services
(Commissioner), the Internal Revenue Service, and state taxing authorities.
The effect of such statutes, regulations and policies can be significant, and cannot be
predicted with a high degree of certainty.

Federal
and state laws and regulations generally applicable to financial institutions and their
holding companies regulate, among other things, the scope of business, investments,
reserves against deposits, capital levels relative to operations, lending activities and
practices, the nature and amount of collateral for loans, the establishment of branches,
mergers, consolidations and dividends. The system of supervision and regulation applicable
to us and our bank establishes a comprehensive framework for our respective operations and
is intended primarily for the protection of the FDICs deposit insurance funds, our
depositors, and the public, rather than our shareholders.

Federal
law and regulations establish supervisory standards applicable to the lending activities
of our bank, including internal controls, credit underwriting, loan documentation and
loan-to-value ratios for loans secured by real property.

Macatawa
Bank Mortgage Company, a subsidiary of Macatawa Bank, and Macatawa Investment Services,
Inc., a subsidiary of Macatawa Bank Corporation, are subject to various state and federal
regulations.

# Macatawa Bank Corporation

General. On
January 9, 2002, Macatawa Bank Corporation became a financial holding           company,
within the meaning of the Gramm-Leach-Bliley Act of 1999 (GLB           Act),
and is registered with, and subject to regulation by, the Federal           Reserve Board
under the Bank Holding Company Act, as amended (the           BHCA). Under
the BHCA, we are subject to periodic examination by the           Federal Reserve Board,
and are required to file with the Federal Reserve Board           periodic reports of our
operations and such additional information as the           Federal Reserve Board may
require.

In
accordance with Federal Reserve Board policy, we are expected to act as a source of
financial strength to Macatawa Bank and to commit resources to support Macatawa Bank in
circumstances where we might not do so absent such policy. In addition, if the
Commissioner deems Macatawa Banks capital to be impaired, the Commissioner may
require Macatawa Bank to restore its capital by a special assessment upon us as the
banks sole shareholder. If we were to fail to pay any such assessment, the directors
of Macatawa Bank would be required, under Michigan law, to sell the shares of the
banks stock owned by us to the highest bidder at either a public or private auction
and use the proceeds of the sale to restore the banks capital.

Investments
and Activities. In general, any direct or indirect acquisition by us of any
voting shares of any bank which would result in our direct or indirect ownership or
control of more than 5% of any class of voting shares of such bank, and any merger or
consolidation between us and another financial holding company or bank holding company,
will require the prior written approval of the Federal Reserve Board under the BHCA. No
Federal Reserve Board approval is required for us to acquire a company, other than a bank
holding company or bank, engaged in activities that are financial in nature as determined
by the Federal Reserve Board.

10

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The
merger or consolidation of an existing bank subsidiary of ours with another bank, or the
acquisition by such a subsidiary of assets of another bank, or the assumption of liability
by such a subsidiary to pay any deposits in another bank, will require the prior written
approval of the responsible Federal depository institution regulatory agency under the
Bank Merger Act. In addition, in certain such cases an application to, and the prior
approval of, the Federal Reserve Board under the BHCA and/or the Commissioner under the
Michigan Banking Code, may be required.

Financial
holding companies, like us, may engage in various lending, advisory, insurance and
insurance underwriting, securities underwriting, dealing and market making, and merchant
banking activities (as well as those activities previously approved for bank holding
companies by the Federal Reserve Board) together with such other activities as may be
determined by the Federal Reserve Board (in coordination with other regulatory
authorities) to be financial in nature, incidental to any such financial activity, or
complimentary to any such financial activity, and which do not pose a substantial risk to
the safety or soundness of depository institutions or the financial system generally. In
order to maintain the benefits and flexibility of being a financial holding company, each
of our subsidiary depository institutions must continue to be well-capitalized
and well-managed under applicable regulatory standards and each subsidiary
depository institution must maintain at least a satisfactory or above Community
Reinvestment Act rating.

Capital
Requirements. The Federal Reserve Board uses capital adequacy guidelines in
its examination and regulation of bank holding companies. If capital falls below minimum
guidelines, a bank holding company may, among other items, be denied approval to acquire
or establish additional banks or non-bank businesses.

The
Federal Reserve Boards capital guidelines establish the following minimum regulatory
capital requirements for bank holding companies: (i) a leverage capital requirement
expressed as a percentage of total average assets, and (ii) a risk-based requirement
expressed as a percentage of total risk-weighted assets. The leverage capital requirement
consists of a minimum ratio of Tier 1 capital (which consists principally of
shareholders equity) to total average assets of 3% for the most highly rated
companies, with minimum requirements of 4% to 5% for all others. The risk-based
requirement consists of a minimum ratio of total capital to total risk-weighted assets of
8%, of which at least one-half must be Tier 1 capital.

Dividends.       
          Macatawa Bank Corporation is a corporation separate and distinct from Macatawa
          Bank. Most of our revenues are dividends paid by our bank. Thus, our ability to
          pay dividends to our shareholders is indirectly limited by statutory
          restrictions on our banks ability to pay dividends described below.
          Further, in a policy statement, the Federal Reserve Board has expressed its view
          that a bank holding company experiencing earnings weaknesses should not pay cash
          dividends exceeding its net income or which can only be funded in ways that
          weaken the bank holding companys financial health, such as by borrowing.
          Additionally, the Federal Reserve Board possesses enforcement powers over bank
          holding companies and their non-bank subsidiaries to prevent or remedy actions
          that represent unsafe or unsound practices or violations of applicable statutes
          and regulations. Among these powers is the ability to proscribe the payment of
          dividends by banks and bank holding companies. Similar enforcement powers over
          our bank are possessed by the FDIC. The prompt corrective action
          provisions of federal law and regulation authorizes the Federal Reserve Board to
          restrict the payment of dividends by us for an insured bank which fails to meet
          specified capital levels.

In
addition to the restrictions on dividends imposed by the Federal Reserve Board, the
Michigan Business Corporation Act provides that dividends may be legally declared or paid
only if after the distribution a corporation, like us, can pay its debts as they come due
in the usual course of business and its total assets equal or exceed the sum of its
liabilities plus the amount that would be needed to satisfy the preferential rights upon
dissolution of any holders of preferred stock whose preferential rights are superior to
those receiving the distribution.

Federal
Securities Regulation.Our common stock is registered with the Securities
and Exchange Commission (SEC) under the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended. The Sarbanes-Oxley Act of 2002
provides for numerous changes to the reporting, accounting, corporate governance and
business practices of companies as well as financial and other professionals who have
involvement with the U.S. public markets. The SEC continues to issue new and proposed
rules implementing various provisions of the Sarbanes-Oxley Act.

11

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# Macatawa Bank

General.
          Macatawa Bank is a Michigan banking corporation, and its deposit accounts are
          insured by the Bank Insurance Fund (the BIF) of the FDIC. As a BIF
          insured Michigan chartered bank, Macatawa Bank is subject to the examination,
          supervision, reporting and enforcement requirements of the Commissioner, as the
          chartering authority for Michigan banks, and the FDIC, as administrator of BIF.
          These agencies and the federal and state laws applicable to our bank and its
          operations, extensively regulate various aspects of the banking business
          including, among other things, permissible types and amounts of loans,
          investments and other activities, capital adequacy, branching, interest rates on
          loans and on deposits, the maintenance of non-interest bearing reserves on
          deposit accounts, and the safety and soundness of banking practices. Grand Bank
          was also subject to the same supervision and regulation until its merger into
          Macatawa Bank effective January 1, 2003.

Deposit
Insurance. As an FDIC-insured institution, we are required to pay deposit
insurance premium assessments to the FDIC. The FDIC has adopted a risk-based assessment
system under which all insured depository institutions are placed into one of nine
categories and assessed insurance premiums, based upon their respective levels of capital
and results of supervisory evaluation. Institutions classified as well-capitalized (as
defined by the FDIC) and considered healthy pay the lowest premium while institutions that
are less than adequately capitalized (as defined by the FDIC) and considered of
substantial supervisory concern pay the highest premium. Risk classification of all
insured institutions is made by the FDIC for each semi-annual assessment period.

The
Federal Deposit Insurance Act (FDIA) requires the FDIC to establish assessment
rates at levels which will maintain the Deposit Insurance Fund at a mandated reserve ratio
of not less than 1.25% of estimated insured deposits. For several years, the BIF reserve
ratio has been at or above the mandated ratio and assessments have ranged from 0% of
deposits for institutions in the lowest risk category to .27% of deposits in the highest
risk category.

FICO
Assessments. Our bank, as a member of the BIF, is subject to assessments to
cover the payments on outstanding obligations of the Financing Corporation
(FICO). FICO was created to finance the recapitalization of the Federal
Savings and Loan Insurance Corporation, the predecessor to the FDICs Savings
Association Insurance Fund (the SAIF) which insures the deposits of thrift
institutions. From now until the maturity of the outstanding FICO obligations in 2019, BIF
members and SAIF members will share the cost of the interest on the FICO bonds on a pro
ratabasis. It is estimated that FICO assessments during this period will be less than
0.025% of deposits.

Commissioner
Assessments. Michigan banks are required to pay supervisory fees to the
Commissioner to fund the operations of the Commissioner. The amount of supervisory fees
paid by a bank is based upon the banks total assets, as reported to the
Commissioner.

Capital
Requirements. The FDIC has established the following minimum capital
standards for state-chartered, FDIC insured non-member banks, such as Macatawa Bank: a
leverage requirement consisting of a minimum ratio of Tier 1 capital to total average
assets of 3% for the most highly-rated banks with minimum requirements of 4% to 5% for all
others, and a risk-based capital requirement consisting of a minimum ratio of total
capital to total risk-weighted assets of 8%, at least one-half of which must be Tier 1
capital. Tier 1 capital consists principally of shareholders equity. These capital
requirements are minimum requirements. Higher capital levels will be required if warranted
by the particular circumstances or risk profiles of individual institutions.

12

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Federal
law provides the federal banking regulators with broad power to take prompt corrective
action to resolve the problems of undercapitalized institutions. The extent of the
regulators powers depends on whether the institution in question is well
capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, or critically undercapitalized.
Federal regulations define these capital categories as follows:

|                                                                                                                                                        | TotalRisk-BasedCapital Ratio                                | Tier 1Risk-BasedCapital Ratio                               | Leverage Ratio                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------
|                                                                                                                                                        |                                                             |                                                             |                                                                                                           
|Well capitalized              
Adequately capitalized        
Undercapitalized              
Significantly undercapitalized
Critically undercapitalized | 10% or above
 8% or above
Less than 8%
Less than 6%
     -- | 6% or above 
4% or above 
Less than 4%
Less than 3%
     -- | 5% or above
4% or above
Less than 4%
Less than 3%
A ratio of tangible
equity to total assets
of 2% or less

As
of December 31, 2004, each of Macatawa Banks ratios exceeded minimum requirements
for the well capitalized category.

Depending
upon the capital category to which an institution is assigned, the regulators
corrective powers include: requiring the submission of a capital restoration plan; placing
limits on asset growth and restrictions on activities; requiring the institution to issue
additional capital stock (including additional voting stock) or to be acquired;
restricting transactions with affiliates; restricting the interest rate the institution
may pay on deposits; ordering a new election of directors of the institution; requiring
that senior executive officers or directors be dismissed; prohibiting the institution from
accepting deposits from correspondent banks; requiring the institution to divest certain
subsidiaries; prohibiting the payment of principal or interest on subordinated debt; and
ultimately, appointing a receiver for the institution.

In
general, a depository institution may be reclassified to a lower category than is
indicated by its capital levels if the appropriate federal depository institution
regulatory agency determines the institution to be otherwise in an unsafe or unsound
condition or to be engaged in an unsafe or unsound practice. This could include a failure
by the institution, following receipt of a less-than-satisfactory rating on its most
recent examination report, to correct the deficiency.

Dividends.
          Under Michigan law, our bank is restricted as to the maximum amount of dividends
          it may pay on its common stock. Our bank may not pay dividends except out of net
          income after deducting its losses and bad debts. A Michigan state bank may not
          declare or pay a dividend unless the bank will have surplus amounting to at
          least 20% of its capital after the payment of the dividend.

Federal
law generally prohibits a depository institution from making any capital distribution
(including payment of a dividend) or paying any management fee to its holding company if
the depository institution would thereafter be undercapitalized. The FDIC may prevent an
insured bank from paying dividends if the bank is in default of payment of any assessment
due to the FDIC. In addition, the FDIC may prohibit the payment of dividends by our bank,
if such payment is determined, by reason of the financial condition of our bank, to be an
unsafe and unsound banking practice.

Insider
Transactions. Our bank is subject to certain restrictions imposed by the
Federal Reserve Act on any extensions of credit to us or our subsidiaries, on investments
in the stock or other securities of our or our subsidiaries and the acceptance of the
stock or other securities of us or our subsidiaries as collateral for loans. Certain
limitations and reporting requirements are also placed on extensions of credit by our bank
to its directors and officers, to our directors and officers, the directors and officers
of our bank, to our principal shareholders and to related interests of such
directors, officers and principal shareholders. In addition, federal law and regulations
may affect the terms upon which any person becoming a director or officer of our company
or one of its subsidiaries or a principal shareholder in our company may obtain credit
from banks with which our bank maintains a correspondent relationship.

13

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Safety
and Soundness Standards. The federal banking agencies have adopted
guidelines to promote the safety and soundness of federally insured depository
institutions. These guidelines establish standards for internal controls, information
systems, internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, asset quality and earnings.

Investments
and Other Activities. Under federal law and FDIC regulations, FDIC insured
state banks are prohibited, subject to certain exceptions, from making or retaining equity
investments of a type, or in an amount, that are not permissible for a national bank.
Federal law, as implemented by FDIC regulations, also prohibits FDIC insured state banks
and their subsidiaries, subject to certain exceptions, from engaging as principal in any
activity that is not permitted for a national bank or its subsidiary, respectively, unless
the bank meets, and continues to meet, its minimum regulatory capital requirements and the
FDIC determines the activity would not pose a significant risk to the deposit insurance
fund of which the bank is a member. Impermissible investments and activities must be
divested or discontinued within certain time frames set by the FDIC in accordance with
federal law. These restrictions are not currently expected to have a material impact on
the operations of our bank.

Consumer
Protection Laws. Our banks business includes making a variety of
types of loans to individuals. In making these loans, we are is subject to State usury and
regulatory laws and to various federal statutes, including the privacy of consumer
financial information provisions of the Gramm-Leach-Bliley Act and regulations promulgated
thereunder, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in
Lending Act, the Real Estate Settlement Procedures Act, and the Home Mortgage Disclosure
Act, and the regulations promulgated thereunder, which prohibit discrimination, specify
disclosures to be made to borrowers regarding credit and settlement costs, and regulate
the mortgage loan servicing activities of our bank, including the maintenance and
operation of escrow accounts and the transfer of mortgage loan servicing. In receiving
deposits, our bank is subject to extensive regulation under State and federal law and
regulations, including the Truth in Savings Act, the Expedited Funds Availability Act, the
Bank Secrecy Act, the Electronic Funds Transfer Act, and the Federal Deposit Insurance
Act. Violation of these laws could result in the imposition of significant damages and
fines upon our bank and its directors and officers.

Branching
Authority. Michigan banks have the authority under Michigan law to
establish branches anywhere in the State of Michigan, subject to receipt of all required
regulatory approvals. Banks may establish interstate branch networks through acquisitions
of other banks. The establishment of de novo interstate branches or the acquisition of
individual branches of a bank in another state (rather than the acquisition of an
out-of-state bank in its entirety) is allowed only if specifically authorized by state
law.

Michigan
permits both U.S. and non-U.S. banks to establish branch offices in Michigan. The Michigan
Banking Code permits, in appropriate circumstances and with the approval of the Michigan
Office of Financial and Insurance Services, Division of Financial Institutions, (1)
acquisition of Michigan banks by FDIC-insured banks, savings banks or savings and loan
associations located in other states, (2) sale by a Michigan bank of branches to an
FDIC-insured bank, savings bank or savings and loan association located in a state in
which a Michigan bank could purchase branches of the purchasing entity, (3) consolidation
of Michigan banks and FDIC-insured banks, savings banks or savings and loan associations
located in other states having laws permitting such consolidation, (4) establishment of
branches in Michigan by FDIC-insured banks located in other states, the District of
Columbia or U.S. territories or protectorates having laws permitting a Michigan bank to
establish a branch in such jurisdiction, and (5) establishment by foreign banks of
branches located in Michigan.

14

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|ITEM 2: | Properties.
|------- | -----------

We
own or lease facilities located in Ottawa County, Allegan County and Kent County,
Michigan. Our administrative offices are located at 10753 Macatawa Drive, Holland,
Michigan 49424. Our administrative offices are approximately 49,000 square feet and
contain our administration, human resources, trust, loan underwriting and processing, and
deposit operations.

Our
facilities as of March 1, 2005, were as follows:

| | Location of Facility                 
10753 Macatawa Drive, Holland               
51 E. Main Street, Zeeland*                 
125 Ottawa Avenue N.W., Grand Rapids*       
126 Ottawa Avenue N.W., Grand Rapids*       
139 E. 8th Street, Holland*                 
489 Butternut Dr., Holland                  
701 Maple Avenue, Holland                   
699 E. 16th Street, Holland                 
41 N. State Street, Zeeland                 
2020 Baldwin Street, Jenison                
6299 Lake Michigan Dr., Allendale           
132 South Washington, Douglas               
4758 - 136th Street, Hamilton*              
3526 Chicago Drive, Hudsonville             
20 E. Lakewood Blvd., Holland               
3191 - 44th Street, S.W., Grandville        
8233 Byron Center Avenue S.W., Byron Center*
5271 Clyde Park Avenue, S.W., Wyoming       
4590 Cascade Road, Grand Rapids             
3177 Knapp Street, N.E., Grand Rapids       
15135 Whittaker Way, Grand Haven            
12415 Riley Street, Holland                 
2750 Walker N.W., Walker                    
1575 - 68th Street S.W., Grand Rapids       
*   Leased facility | Use         
Main Branch, Administrative, and
Loan Processing Offices
Branch Office
Trust and Mortgage Offices
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office
Branch Office and Loan Center
Branch Office
Branch Office and Loan Center
Branch Office and Loan Center
Branch Office
Branch Office
Branch Office
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
believe our facilities are well-maintained and adequately insured. Because of our growth,
we are continually evaluating the need for additional space and branches.

15

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|ITEM 3: | Legal Proceedings.
|------- | ------------------

Please
refer to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30,
2003, (Part II, Item 1 Legal Proceedings) for information concerning legal proceedings
related to Trade Partners, Inc.

A
lawsuit was filed in April 2003 by John and Kathryn Brand in Oklahoma state court against
Grand Bank, the Company, Trade Partners and certain individuals and entities associated
with Trade Partners. The complaint seeks damages for the asserted breach of certain escrow
agreements for which Grand Bank served as custodian and escrow agent. The Company and
Grand Bank have answered this complaint, denying the material allegations and raising
certain affirmative defenses. No trial date has yet been set. The Company has also filed a
motion to stay this action until Trade Partners can be joined as a party (all actions
against Trade Partners have been stayed since April 2003 by order of the United States
District Court for the Western District of Michigan). The Oklahoma state court has orally
advised counsel that it has decided to grant the Companys stay motion, though as of
March 8, 2005 no official order had yet been entered.

In
May 2003, a purported class action complaint was filed by Forrest W. Jenkins and Russell
S. Vail against the Company and against LaSalle Bank Corporation in the United States
District Court for the District of Western Michigan. The purported class included
investors who invested in limited liability companies formed by Trade Partners. On
November 6, 2003, the court permitted the plaintiffs to amend their complaint to expand
the purported class to include all individuals who invested in Trade Partners viatical
investments. The class has not been certified. The court stayed this action to avoid
interference with the process of the receivership proceedings, though the stay was
modified on July 19, 2004 to permit the Company and plaintiffs to engage in certain
limited discovery directed to each other. The plaintiffs allege that Grand Bank breached
certain escrow agreements, breached its fiduciary duties, acted negligently or grossly
negligently with respect to the plaintiffs investments and violated the Michigan
Uniform Securities Act. The amended complaint seeks certification of the action as a class
action, unspecified damages and other relief. The Company has answered this complaint
denying the material allegations and raising certain affirmative defenses.

The
Company believes it has meritorious defenses and intends to vigorously defend both cases.

On
April 15, 2003, the United States District Court for the Western District of Michigan
appointed a receiver for Trade Partners. In order to prevent or minimize any loss to
investors in the viaticals sold by Trade Partners to investors, the court appointed
receiver has been coordinating the payment of premiums on the approximately 1,000
outstanding viaticated insurance policies in the Trade Partners portfolio so that the
policies do not lapse. The receiver informed the Company that nine policies with a total
face value of approximately $1.4 million lapsed for failure to pay premiums prior to the
receivers coordination efforts. In addition, about $700,000 is being contested as to
lapses.

The
receiver has received court permission to pool the death benefits of any of the Trade
Partners viaticated policies that mature and use the benefits to pay premiums on other
viaticated policies. As of January 15, 2005, the Receiver reported that he had received
since the inception of the receivership cash payments for death benefit claims aggregating
about $24.6 million, and had claims pending for an additional $7.4 million (though other
parties assert claims to some of these proceeds). He reported at the same time that he had
sufficient funds to pay premiums through June 30, 2005 as they accrue. As of January 15,
2004, the receiver reported cash on hand of approximately $12.3 million. As additional
viaticated policies mature, death benefits from those policies could provide a source of
funding for continued premium payments.

In
addition, on July 1, 2003, the United States District Court for the Western District of
Michigan authorized the receiver to borrow money from Macatawa Bank to pay premiums, if
needed. Macatawa Bank agreed to extend a $4 million line of credit to the receiver,
conditioned upon obtaining a security interest in the viaticals. No draws were made
against the line, and the line expired during the fourth quarter of 2004.

The
receiver in June 2004 proposed a plan of distribution of the assets of Trade Partners. No
hearing has yet been set on the plan. The receiver has received authorization from the
Court to pursue a sale of the entire portfolio, and on January 19, 2005 filed a motion
seeking approval of a sale of the entire portfolio with a face value of approximately $170
million to Universal Settlements International, Inc., a Canadian company, for an amount

16

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equal to 26.58% of face value. The
sale agreement allows for an auction to be held under the supervision of the Court in the
event overbids meeting certain criteria are received before the hearing date on the motion
for approval of the sale. A hearing on the sale motion was held before the Magistrate
Judge on February 24 and 25, 2005, and is scheduled to resume on March 10, 2005. The
receiver has indicated that, depending on the outcome of the motion to sell the portfolio,
he may propose a new plan of distribution by the end of the first calendar quarter of
2005. The receiver reported as of January 18, 2005 that claims against the receivership
estate totaling $81,750,316.64 have been approved, and that he estimates total claims will
be approximately $174,061,528.92.

The
Company has no information on the amount of distributions the receiver may propose to make
to investors, or when such distributions might begin.

It
is possible that one or more additional legal actions may be initiated involving the
custodial and escrow agent services provided by Grand Bank in connection with Trade
Partners. If any such legal actions are commenced, the Company intends to defend them
vigorously. To the extent any pending or future claims allege errors or omissions on the
part of Grand Bank or Macatawa Bank, Management believes that some or all liability, if
any is proven or established, will be covered by errors and omissions insurance maintained
by Grand Bank and Macatawa Bank. The Company has reported the Trade Partners matter to its
two insurance carriers. One carrier has assumed the Companys defense and has
advanced a portion of its defense costs pursuant to a reservation of rights letter
asserting certain coverage defenses, and an Interim Funding Agreement. The other carrier
has taken the position that the duty of defense rests solely with the first carrier, and
reserves its rights with respect to indemnity pursuant to a reservation letter asserting
certain coverage defenses.

As
of the date hereof, except as disclosed above, there were no material pending legal
proceedings, other than routine litigation incidental to the business of banking to which
we or any of our subsidiaries are a party of or which any of our properties are the
subject.

|ITEM 4: | Submission
of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

No
matters were submitted during the fourth quarter of 2004 to a vote of our shareholders.

# ADDITIONAL ITEM:
Executive Officers of the Registrant.

The
list below identifies those persons designated as executive officers of Macatawa Bank
Corporation and Macatawa Bank.

|Name                | Age | Year Elected an Executive Officer | Positions Held                                                                                               
|------------------- | --- | --------------------------------- | -------------------------------------------------------------------------------------------------------------
|                   
|Benj. A. Smith, III | 61  | 1997                              | Chairman of the Board
and Chief Executive Officer of
Macatawa Bank Corporation.                              
|                   
|Philip J. Koning    | 50  | 1997                              | President and Chief Executive Officerof Macatawa Bankand Treasurer and Secretaryof Macatawa Bank Corporation.
|                   
|Jon W. Swets        | 39  | 2002                              | Senior Vice President and Chief FinancialOfficer of Macatawa Bank Corporation andMacatawa Bank.              
|                   
|Ray D. Tooker       | 61  | 2000                              | Senior Vice President Loan Administrationof Macatawa Bank.                                                   
|                   
|                    |     |                                   |                                                                                                              

17

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# PART II

|ITEM 5: | Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
|------- | -------------------------------------------------------------------------------------------------------------

Our
common stock is quoted on the Nasdaq National Market. High and low sales prices (as
reported on the Nasdaq National Market) for each quarter are included in the following
table. The information in the following table has been retroactively adjusted to reflect
the effect of all stock dividends paid.

|               | 2004 | 2003
|-------------- | ---- | ----
|               |      |     
|               |      |     
|               |      |     
|First Quarter  |      |     
|               |      |     
|Second Quarter |      |     
|               |      |     
|Third Quarter  |      |     
|               |      |     
|Fourth Quarter |      |     

On
February 24, 2005, there were approximately 743 owners of record and, in addition,
approximately 5,213 beneficial owners of our common stock.

The
Company declared its first cash dividend, amounting to $.06 per share, during the fourth
quarter of 2000. Quarterly cash dividends totaling $.25 were paid during 2001, and a 3%
stock dividend was declared during the second quarter of 2001. Quarterly cash dividends
totaling $.31 were paid during 2002, and a 4% stock dividend was declared during the
second quarter of 2002. Quarterly cash dividends totaling $.40 were paid during 2003, and
a 5% stock dividend was declared during the second quarter of 2003. Quarterly cash
dividends totaling $.50 were paid during 2004, and a 5% stock dividend was declared during
the second quarter of 2004. All of these cash dividend amounts have been retroactively
adjusted to reflect the effect of the stock dividends.

We
intend to continue to declare quarterly cash dividends in the future. We may also consider
declaring stock dividends on an annual basis. We expect to obtain the funds for the
payment of future cash dividends from cash currently held and from the dividends we
receive from Macatawa Bank out of its earnings. However, there can be no assurance that we
will have the financial resources to continue to pay dividends in the future.

|ITEM 6: | Selected Financial Data.
|------- | ------------------------

The
information set forth under the caption Selected Consolidated Financial Data
in our Annual Report to Shareholders for the year ended December 31, 2004, is incorporated
by reference and is filed as part of Exhibit 13 to this form 10-K Annual Report.

18

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|ITEM 7: | Management's Discussion and Analysis of Results of Operations and Financial Condition.
|------- | --------------------------------------------------------------------------------------

The
information set forth under the caption Managements Discussion and Analysis of
Results of Operations and Financial Condition, in our Annual Report to Shareholders
for the year ended December 31, 2004, is hereby incorporated by reference and is filed as
part of Exhibit 13 to this Form 10-K Annual Report.

|ITEM 7A: | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

The
information set forth under the captions Managements Discussion and Analysis
of Results of Operations and Financial Condition  Sensitivity to Market Risk
in our Annual Report to Shareholders for the year ended December 31, 2004, is hereby
incorporated by reference and is filed as part of Exhibit 13 to this Form 10-K Annual
Report.

|ITEM 8: | Financial Statements and Supplementary Data.
|------- | --------------------------------------------

The
information set forth under the captions Quarterly Financial Data,
Report of Independent Registered Public Accounting Firm on Financial
Statements, Consolidated Balance Sheets, Consolidated Statements
of Income, Consolidated Statements of Changes in Shareholders
Equity, Consolidated Statements of Cash Flows, and Notes to
Consolidated Financial Statements in our Annual Report to Shareholders for the year
ended December 31, 2004, is hereby incorporated by reference and is filed as part of
Exhibit 13 to this Form 10-K Annual Report.

|ITEM 9: | Changes
in and Disagreements With Accountants on Accounting and Financial Disclosure.
|------- | -------------------------------------------------------------------------------------

There
have been no disagreements with our independent public accountants.

|ITEM 9A: | Controls
and Procedures.
|-------- | ------------------------

(a)        Evaluation
of Disclosure Controls and Procedures.

The
Companys Chief Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this
Report, have concluded that as of the end of the period covered by this Report the
Companys disclosure controls and procedures were adequate and effective to ensure
that material information relating to the Company would be made known to them by others
within the company, particularly during the period in which this Form 10-K Annual Report
was being prepared.

(b)       
          Managements Report on Internal Control over Financial Reporting.

The
management of the Company is responsible for establishing and maintaining adequate
internal control over financial reporting. The Companys internal control system was
designed to provide reasonable assurance to the Companys management and board of
directors regarding the preparation and fair presentation of published financial
statements. All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.

Company
management assessed the effectiveness of the Companys internal control over
financial reporting as of December 31, 2004. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on our assessment we believe that,
as of December 31, 2004, the Companys internal control over financial reporting is
effective based on those criteria.

Managements
assessment of the effectiveness of internal control over financial reporting as of
December 31, 2004, has been audited by Crowe Chizek and Company LLC, an independent
registered certified public accounting firm, as stated in their report included in Exhibit
13 to this Annual Report on Form 10-K which is incorporated herein by reference.

19

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(c)        Changes
in Internal Controls.

There
were no significant changes in the Companys internal controls over financial
reporting during the fourth quarter ended December 31, 2004, that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

|ITEM 9B: | Other Information.
|-------- | ------------------

None.

# PART III

|ITEM 10: | Directors and Executive Officers of the Registrant.
|-------- | ---------------------------------------------------

The
information set forth on pages 4-5, under the caption Information About
Directors and on page 13 under the caption Section 16(a) Beneficial Ownership
Reporting Compliance in our definitive Proxy Statement dated March 10, 2005,
relating to our 2005 Annual Meeting of Shareholders and the information within that
section is incorporated by reference. Information relating to our Executive Officers is
included in Part I hereof entitled Executive Officers of the Registrant. There
are no family relationships between or among the above-named executive officers. There are
no arrangements or understandings between any of the above-named officers pursuant to
which any of them was named an officer.

We
have adopted a Senior Officer Code of Ethics. A copy of our Senior Officer Code of Ethics
is available upon request by writing to the Chief Financial Officer, Macatawa Bank
Corporation, 10753 Macatawa Drive, Holland, Michigan 49424.

|ITEM 11: | Executive Compensation.
|-------- | -----------------------

Information
relating to compensation of our executive officers and directors is contained under the
captions Compensation of Directors and Executive Compensation, in
our definitive Proxy Statement dated March 10, 2005, relating to our 2005 Annual Meeting
of Shareholders and the information within those sections is incorporated by reference.

|ITEM 12: | Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|-------- | -----------------------------------------------------------------------------------------------

Information
relating to security ownership of certain beneficial owners and management is contained on
Page 2 under the caption Voting Securities and Principal Holders Thereof and
on page 11 under the caption Security Ownership of Management in our
definitive Proxy Statement dated March 10, 2005, relating to our 2005 Annual Meeting of
Shareholders and the information within that section is incorporated by reference.

20

---



# Equity Compensation
Plan Information

We maintain certain equity
compensation plans under which common stock is authorized for issuance to employees,
consultants and directors in exchange for services, including our Stock Compensation Plan,
1998 Directors Stock Option Plan, the Grand Bank Financial Corporation 1988 Stock
Option Plan and the Grand Bank Financial Corporation Stock Option Plan of 1997.

The following table sets forth
certain information regarding the above referenced equity compensation plans as of
December 31, 2004. The following information has been adjusted to reflect the effect of
all stock dividends.

|Equity Compensation Plan Information
|------------------------------------
|                                    
|                                    
|                                    
|Equity compensation                 
|plans approved by                   
|security holders                    
|                                    
|Equity compensation                 
|plans not approved                  
|by security holders                 
|                                    
|Total                               

(1)    
          We had not granted warrants or rights applicable to this chart.

|ITEM 13: | Certain Relationships and Related Transactions.
|-------- | -----------------------------------------------

Information
relating to certain relationships and related transactions is contained on page 12, under
the caption Transactions Involving Management in our definitive Proxy
Statement dated March 10, 2005, relating to our 2005 Annual Meeting of Shareholders and
the information within that section is incorporated by reference.

|ITEM 14: | Principal Accountant Fees and Services.
|-------- | ---------------------------------------

Information
relating to principal accountant fees and services is contained on page 15, under the
caption Principal Accounting Firm Fees in our definitive Proxy Statement dated
March 10, 2005, relating to our 2005 Annual Meeting of Shareholders and the information
within that section is incorporated by reference.

21

---



# PART IV

|ITEM 15: | Exhibits, Financial Statement Schedules.
|-------- | ----------------------------------------

|(a) | Financial
Statements.
|--- | ---------------------

| | 1. | The
following documents are filed as part of Item 8 of this report:
| | -- | -------------------------------------------------------------------

| | Report
of Independent Registered Public Accounting Firm on Financial Statements 
Consolidated
Balance Sheets as of December 31, 2004 and 2003 
Consolidated Statements of Income for the
years ended December 31, 2004, 2003 and 2002 
Consolidated Statements of Changes in
Shareholders Equity for the years ended December 31, 2004, 2003 and 2002
Consolidated
Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002 
Notes to
Consolidated Financial Statements
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Schedules to the consolidated financial statements required by Article 9 of
               Regulation S-X are not required under the related instructions or are
               inapplicable, and therefore have been omitted.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | The following exhibits are filed as part of this report: Reference is made to
               the exhibit index which follows the signature page of this report.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Registrant will furnish a copy of any exhibits listed on the Exhibit Index to any
shareholder of the Registrant without charge upon written request to Chief Financial
Officer, Macatawa Bank Corporation, 10753 Macatawa Drive, Holland, Michigan 49424.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

---



# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, dated March 4, 2005.

| |  | MACATAWA BANK CORPORATIONBy: /s/ Benj. A. Smith, III
Benj. A. Smith, IIIChairman and Chief Executive Officer(Principal Executive Officer)By: /s/ Jon W. Swets
Jon W. SwetsSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed
below on March 4, 2005, by the following persons on behalf of the Registrant and in the
capacities indicated. Each director of the Registrant, whose signature appears below,
hereby appoints Benj. A. Smith, III and Philip J. Koning, and each of them severally,
as his attorney-in-fact, to sign in his name and on his behalf, as a director of the
Registrant, and to file with the Commission any and all Amendments to this Report on Form
10-K.

|Signature                                                                                            
|-----------------------------------------------------------------------------------------------------
|/s/ Benj. A. Smith, III
Benj. A. Smith, III, Principal Executive Officer and a Director

|/s/ Jon W. Swets
Jon W. Swets, Principal Financial and Accounting Officer | March 4, 2005
|--------------------------------------------------------------------------------------- | -------------

|/s/ G. Thomas Boylan
G. Thomas Boylan, Director | March 4, 2005
|------------------------------------------------------------- | -------------

|/s/ Robert E. DenHerder
Robert E. DenHerder, Director | March 4, 2005
|------------------------------------------------------------------- | -------------

|/s/ John F. Koetje
John F. Koetje, Director | March 4, 2005
|--------------------------------------------------------- | -------------

|/s/ Philip J. Koning
Philip J. Koning, Director and President | March 4, 2005
|--------------------------------------------------------------------------- | -------------

|/s/ Arend D. Lubbers
Arend D. Lubbers, Director | March 4, 2005
|------------------------------------------------------------- | -------------

23

---



EXHIBIT INDEX

# Exhibit Number and
Description

|2 | Consolidation
 Agreement  dated December 10, 1997,  incorporated by reference to Exhibit
                  2 to the Macatawa Bank  Corporation  Registration  Statement on Form
SB-2  (Registration                   No. 333-45755).
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 | Articles
of Incorporation of Macatawa Bank Corporation, as amended, incorporated by reference to
Exhibit 3.1 to the Macatawa Bank Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 | 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).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4 | Specimen
stock  certificate of Macatawa Bank  Corporation,  incorporated by reference to
                  Exhibit  4 to  the  Macatawa  Bank  Corporation  Registration
 Statement  on  Form  SB-2                   (Registration No. 333-45755).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | Macatawa
Bank Corporation Stock Compensation Plan, incorporated by reference to Exhibit 10.1 to
the Registrants Form SB-2 Registration Statement (No. 333-45755), as amended by the
First Amendment included as Appendix B to the Macatawa Bank Corporation Proxy Statement
dated March 5, 1999, for the Annual Meeting of Shareholders held April 15, 1999, as
further amended by the Second Amendment included as Appendix A to the Macatawa Bank
Corporation Proxy Statement dated March 7, 2002, for the Annual Meeting of Shareholders
held April 18, 2002, both of which amendments are incorporated herein by reference.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 | Macatawa
Bank Corporation 1998 Directors Stock Option Plan incorporated by reference to
Exhibit 10.2 to the Registrants Form SB-2 Registration Statement (No. 333-45755),
as amended by the First Amendment included as Appendix B to the Macatawa Bank Corporation
Proxy Statement dated March 7, 2002, for the Macatawa Bank Corporation Annual Meeting of
Shareholders held April 18, 2002, which is incorporated herein by reference.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 | Employment
Agreement between Benj. A Smith III and Macatawa Bank Corporation dated August 25, 2004,
incorporated by reference to Exhibit 10.1 to the Macatawa Bank Corporation Report on Form
8-K dated August 26, 2004.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Form
of Indemnity Agreement between Macatawa Bank Corporation and each of its directors,
incorporated by reference to Exhibit 10.2 to the Macatawa Bank Corporation Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 | Investment
Management Agreement between Macatawa Bank and Smith & Associates Investment
Management Services dated March 11, 2004, incorporated by reference to Exhibit 10.5 to
the Macatawa Bank Corporation Annual Report on Form 10-K for the year ended December 31,
2003.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

---



|10.6 | Form
of Stock Option Agreement.
|---- | -------------------------------

|13 | Annual
Report to Shareholders for the year ended December 31, 2004. This exhibit, except for
those portions expressly incorporated by reference in this filing, is furnished for the
information of the Securities and Exchange Commission and is not deemed filed as
part of this filing. This information was delivered to the Companys shareholders in
compliance with Rule 14a-3 of the Securities Exchange Act of 1934, as amended.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21 | Subsidiaries
of the Registrant 23 Consent of Crowe Chizek and Company LLC, independent public
accountants
|-- | ---------------------------------------------------------------------------------------------------------

|24 | Power
of Attorney  (included on the  signature  page on page 23 of the Annual  Report on
                  Form 10-K)
|-- | ---------------------------------------------------------------------------------------------------------------------

|31.1 | Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- | -----------------------------------------------------------------------

|31.2 | Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- | -----------------------------------------------------------------------

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

25

---



# Exhibit 10.6  Form
of Stock Option Agreement

The standard Form of Agreement under
the Stock Compensation Plan and the 1998 Directors Stock Option Plan are listed
below. There exists no authorized options for further issuance under the Stock Option
Plans acquired as part of the acquisition of Grand Bank Financial Corporation.

# STOCK COMPENSATION PLAN STOCK OPTION AGREEMENT

This STOCK OPTION AGREEMENT is
made thisday of, 20__ between MACATAWA BANK CORPORATION (the
Company) and __________, an employee of the Company or one of its subsidiaries
(the Employee), pursuant to the Macatawa Bank Corporation Stock Compensation
Plan (the Plan). All capitalized defined terms in this Agreement shall have
the meaning ascribed to such terms in the Plan, unless other wise defined in this
Agreement.

IT
IS AGREED AS FOLLOWS:

1.       
          Grant of Option. Pursuant to the Plan, the Company hereby grants to the
          Employee the option to purchase of the Companys common stock, no par
          value, on the terms and conditions herein set forth (the Option).
          All of the shares covered by this Option shall be considered and hereby are
          designated as incentive stock options (ISOs) qualifying under the
          provisions of Section 422 of the Internal Revenue Code of 1986, as amended.

2.       
          Purchase Price. The purchase price of the shares covered by this Option
          shall be $per share. The Committee (provided
          for in Article 3 of the Plan) has determined that such price represents one
          hundred percent 100% of the fair market value of a share of the Companys
          common stock on this date.

3.       
          Term of Option. The term of this Option shall be for a period of ten (10)
          years from the date hereof, subject in each case to earlier termination as
          provided in subsequent paragraphs of this Agreement.

4.       
          Employees Agreement. In consideration of the granting of the
          Option, the Employee agrees to remain in the employ of the Company for a period
          of at lease twelve (12) months from the date hereof (the Minimum
          Employment Period). Such employment, subject to the provisions of any
          written contract between the Company and the Employee, shall be at the pleasure
          of the Board of Directors, and this Option Agreement shall not impose on the
          Company any obligation to retain the Employee in its employ for any period. In
          the event of the termination of employment of the Employee for any reason during
          the Minimum Employment Period, this Option shall terminate, unless this Option
          becomes exersiable as provided in Paragraph 9.

5.       
          Exercise of Option. Except as provided in paragraph 9, this Option shall
          not be exercisable prior to the expiration of the Minimum Employment Period.
          Thereafter, this Option may be exercised in whole or in part, at any time and
          from time to time. This Option may not be exercised as to less than 100 shares
          at any one time, unless the number purchased  is the total number at that
          time purchasable under this Option. This Option shall be exercised by written
          notice to the Company. The notice shall state the number of shares with respect
          to which the Option is being exercised, shall be signed by the person exercising
          this Option, and shall be accompanied by payment of the full purchase price of
          the shares in such form as the Committee may accept. This Option agreement shall
          be submitted to the Company with the notice for purposes of recording the shares
          being purchased, if exercised in part, or for purposes of cancellation if all
          shares men subject to this Option are being purchased. In the event the Option
          shall be exercised pursuant to paragraph 8(c) hereof by any person other than
          the Employee, such notice shall be accompanied by appropriate proof of the right
          of such person to exercise the Option. To the extent determined by the Committee
          in its sole discretion, payment of the purchase price shall be made by: (a)
          cash, check, bank draft, or money order, payable to the order of the Company;
          (b) the delivery by the Employee of unencumbered shares of common stock of the
          Company with a Fair Market Value on the last trading day preceding payment equal
          to the total purchase price of the shares to be purchased; (c) the reduction in
          the number of shares issuable upon exercise (based on the fair market value of
          the shares on the date of exercise); or (d) a combination of (a), (b), and (c).
          Upon exercise of all or a portion of this Option, the Company shall issue to the
          Employee a stock certificate representing the number of shares with respect to
          which this Option was exercised.

---



6.       
          Tax Withholding. The exercise of this Option is subject to the
          satisfaction of withholding tax or other withholding liabilities, if any, under
          federal, state and local laws in connection with such exercise or the delivery
          or purchase of shares pursuant hereto. The exercise of this Option shall not be
          effective unless applicable withholding shall have been effected or obtained in
          the following manner or in any other manner acceptable to the Committee. Unless
          otherwise prohibited by the Committee, Optionee may satisfy any such withholding
          tax obligation by any of the following means or by a combination of such means:
          (a) tendering a cash payment; (b) authorizing the Company to withhold from the
          shares otherwise issuable to Optionee as a result of the exercise of this Option
          a number of shares having a fair market value as of the date that the amount of
          tax to be withheld is to be determined (Tax Date), which shall be
          the date of exercise of the Option, less than or equal to the amount of the
          withholding tax obligation; or (c) delivering to the Company unencumbered shares
          of the Companys common stock owned by Optionee having a fair market value,
          as of the Tax Date, less than or equal to the amount of the withholding tax
          obligation.

7.       
          Nontransferability of Option. This Option shall not be sold, transferred,
          pledged, assigned, or otherwise alienated or hypothecated other than by will or
          by the laws of descent and distribution, and shall not be subject to execution,
          levy, attachment or similar process. Any attempted sale, transfer, assignment,
          pledge, hypothecation or other disposition of this Option contrary to the terms
          hereof, and any execution, levy, attachment or similar process upon the Option,
          shall be null and void and without effect. Following any transfer, this Option
          shall continue to be subject to the same terms and conditions immediately prior
          to transfer. The designation of a person entitled to exercise this Option after
          the Employees death will not be deemed a transfer.

8.       
          Termination of Employment.

(a)       
          Termination of Employment for Reasons Other Than Retirement, Disability or
          Death. Upon Termination of Employment for any reason other than Retirement or on
          account of Disability or death, this Option shall, to the extent rights to
          purchase shares hereunder have accrued at the date of such Termination of
          Employment and shall not have been fully exercised, be exercisable, in whole or
          in part, at any time within a period of three (3) months following Termination
          of Employment, subject, however, to prior expiration of the term of this Option
          and any other limitations upon its exercise in effect at the date of exercise.

(b)       
          Termination of Employment for Retirement or Disability. Upon Termination of
          Employment by reason of Retirement or Disability, this Option shall, to the
          extent rights to purchase shares hereunder have accrued at the date of such
          Retirement or Disability and have not been fully exercised, be exercisable, in
          whole: or in part, for a period of three (3) years following such Termination of
          Employment, subject to any other limitations imposed by the Plan. If the
          Employee dies after such Retirement or Disability, this Option shall be
          exercisable in accordance with paragraph 8(c) hereof.

(c)       
          Termination of Employment for Death. Upon Termination of Employment due to
          death, this Option shall, to the extent rights to purchase shares hereunder have
          accrued at the date of death and shall not have been folly exercised, be
          exercisable, in whole or in part, by the personal representative of the
          Employees estate, by any person or persons who shall have acquired this
          Option directly from the Employee by bequest or inheritance, by a person
          designated to exercise the Option after the Employees death, or a
          Permitted Transferee only under the following circumstances and during the
          following periods: (i) if the Employee dies while employed by the Company or a
          subsidiary, at any time within three (3) years after his or her death, or (ii)
          if the Employee dies during the extended exercise period following termination
          of employment specified in paragraph 8(b), at any time within the longer of such
          extended period or one (1) year after his or her death, subject, in any case, to
          the earlier expiration of this Option.

(d)       
          Termination of Option. If this Option is not exercised within whichever of the
          exercise periods specified in paragraph 8(a), 8(b) or 8(c) is applicable, this
          Option shall terminate upon expiration of such exercise period.

---



9.       
          Changes in Capital Structure. The number of shares covered by this
          Option, and the price per share, shall be proportionately adjusted for any
          increase or decrease in the number of issued shares of common stock of the
          Company resulting from any combination of shares or the payment of a stock
          dividend on the Companys common stock or any other increase or decrease in
          the number of shares effected without receipt of consideration by the Company.

In
the event of a Change of Control (as defined in Section 12.2 of the Plan) of
the Company, this Option will be and become fully vested and exercisable irrespective the
Minimum Employment Period and irrespective any vesting schedule set forth in this
Agreement, unless in the case of a transaction described in clause (iii) or (Iv), of
Section 12.2 of the Plan, provisions are made in connection with such transaction for the
continuance of the Plan and the assumption of this Option or the substitution for this
Option of a new option covering the stock of a successor employer corporation, or a parent
or subsidiary thereof, covering the stock of a successor employer corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of shares
and prices.

In
the event of a change in the common stock of the Company as presently constituted, which
is limited to a change of all its authorized shares into the same number of shares with a
different par value or without par value, the shares resulting from any such change shall
be deemed to be the shares subject to this Option.

Except
as expressly provided in this paragraph 9, the Employee shall have no rights by reason of:
(i) any subdivision or combination of shares of stock of any class, (ii) the payment of
any stock dividend or any other increase or decrease in the number of shares of stock of
any class; or (iii) any dissolution, liquidation, merger or consolidation or spinoff of
assets or stock of another corporation. Except as provided in this paragraph 9, any issue
by the company of shares of stock of any class, or securities convertible into shares of
stock of any class, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares subject to this Option.

The
grant of this Option shall not affect in anyway the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all
or any part of its business or assets.

10.       
          Rjghts as a Shareholder. Neither the Employee nor a transferee of this
          Option shall have any rights as a shareholder with respect to any shares covered
          hereby until the date he or she shall have become the holder of record of such
          shares. No adjustment shall be made for dividends, distributions or other rights
          for which the record date is prior to the date on which he or she shall have
          become the holder of record thereof, except as provided in paragraph 9 hereof.

11.       
          Modification, Extention and Renewal. Subject to the terms and conditions
          and within the limitations of the Plan, the Committee, subject to approval of
          the Board of Directors, may modify or renew this Option, or accept its surrender
          (to. the extent not theretofore exercised) and authorize the granting of a new
          option or options in substitution therefore (to the extent not theretofore
          exercised). Notwithstanding the foregoing, no modification shall, without the
          consent of the Employee, alter or impair any rights or obligations hereunder.

12.       
          Postponement of Delivery of Shares and Representations. The Company, in
          its discretion, may postpone the issuance and/or delivery of shares upon any
          exercise of this Option until completion of such stock exchange listing, or
          registration, or other qualification of such shares under any state and/or
          federal law, rule or regulation as me Company may consider appropriate, and may
          require any person exercising this Option to make such representations,
          including a representation that it is the Employees intention to acquire
          shares for investment and not with a view to distribution thereof, and furnish
          such information as it may consider appropriate in connection with the issuance
          or delivery of shares in compliance with applicable laws, rules and regulations.
          In such event, no shares shall be issued to such holder unless and until the
          Company is satisfied with the accuracy of any such representations.

---



13.       
          Subject to Plan. This Option is subject to the terms and provisions of
          the Macatawa Bank Corporation Stock Compensation Plan. If any inconsistency
          exists between the provisions of this Agreement and the Plan, the Plan shall
          govern.

14.       
          ISO Stock Option. Any provision of this Option or the Plan to the
          contrary notwithstanding, neither the Company, the Companys Board of
          Directors nor the Committee shall have any authority to take any action or to do
          anything which would cause the shares designated herein as ISOs to fail to
          qualify as ISOs within the meaning of Section 422 of the Internal Revenue Code
          of 1986, as amended.

In
Witness Whereof, this Stock Option Agreement has been executed the date first above
written.

| |  | MACATAWA BANK CORPORATIONBY         ITS         
EMPLOYEE

PRINT NAME
ADDRESS
SS#:
| |  | ------------------------------------------------------------------------------------------------------------------------------

---



# 1998 DIRECTORS
STOCK OPTION PLAN STOCK OPTION AGREEMENT

STOCK
OPTION AGREEMENT, made this _________ day of ___________ , 2004, between MACATAWA BANK
CORPORATION (herein called the Company) and _________, a director of the
Company (me Grantee), pursuant to the Macatawa Bank Corporation 1998
Directors Stock Option Plan (herein called the Plan).

IT
IS AGREED AS FOLLOWS:

1.        Grant
of Option

Pursuant
to the Plan and the terms of this Agreement, the Company hereby grants to Grantee, an
Eligible Director under the terms of the Plan, the option to purchase_______ shares of the
Companys common stock, no par value per share.

2.        Purchase
Price

The
purchase price of the shares covered by this option shall be $ 28.80 per share, which
represents one hundred percent (100) of the Fair Market Value of the Companys common
stock on this date (Grant Date).

3.        Additional
Terms

(a)        Exercise
Period

The
Option may be exercised and Option Shares may be purchased at any time and from time to
time on or after Ac first anniversary of the date of this Agreement and prior to the tenth
anniversary of the date of this Agreement (Exercise Period), subject to the
following:

(1)       
          If Grantee dies while serving as a director of the Company, this Option shall
          become immediately exercisable as of the date of death and shall remain
          exercisable until the earlier of (a) the last day of the 36th month after the
          month of Grantees death, or (b) the tenth anniversary of the Grant Date;
          and

(2)       
          This Option may not be exercised after (he earlier of (a) the last day of the
          36th month following the month in which Grantees service as a director
          terminates, or (b) the tenth anniversary of the Grant Date.

(b)       
          Procedure for Exercise

Subject
to conditions of this Agreement, the Option may be exercised at any time and from time to
time during the Exercise Period by delivering written notice to the Company, signed by
Grantee, a Permitted Transferee, or Post-Death Representative, specifying the number of
Option Shares to be purchased and accompanied by this Agreement.

(c)        Payment
of Option Price

The
Option Price shall be paid in full either (1) in cash or (2) through the delivery of
unencumbered shares of the Companys common stock owned by the person exercising this
Option having a Fair Market Value on the date of exercise equal to the total exercise
price, or (3) by a combination of (1) and (2) above, except that (i) any portion of the
exercise price representing a fraction of a Share shall be paid in cash, and (ii) no
Shares of Stock which have been held for less than six months may be delivered in payment
of the exercise price. If approved by the Committee, payment of the exercise price of this
Option may be made by a reduction in the number of shares issuable upon exercise of this
Option, based upon the Fair Market Value of the Stock on the last trading day preceding
exercise of this Option.

---



4.        Transferabilitv
of Option

Except
as otherwise provided in this paragraph, this Option shall not be sold, pledged, assigned
or transferred in any way, nor be assignable by operation of law or subject to execution,
levy, attachment or similar process. Except as provided in this paragraph, any attempted
sale, pledge, assignment or other transfer of this Option contrary to the terms hereof,
and any execution, levy, attachment or similar process upon the Option, shall be null and
void and without any effect. Notwithstanding the foregoing, this Option shall, subject to
the conditions set forth in this paragraph 4, be transferable by the original Grantee by
gift, or other transfer that involves no payment of consideration lo the original Grantee,
at any time after the grant of the Option to the Grantees spouse and/or the
Grantees descendants or to a trust created primarily for the benefit of the Grantee,
the Grantees spouse and/or the Grantees descendants (Authorized
Transferee), Payment of any consideration by an Authorized Transferee to the
original Grantee is prohibited and any attempted transfer for consideration shall be void.
An Authorized Transferee shall have no right to transfer the Option. An Authorized
Transferee shall succeed to all rights and benefits (except the right to further transfer
the Option) and be subject to all obligations, conditions and limitations of the original
Grantee, However, such rights and benefits (except the rights to further transfer the
Option) and obligations, conditions and limitations shall be determined as if the original
Grantee continued to hold the Option, whereby, the provisions of this Option Agreement
dealing with termination of employment, retirement, disability and death of an Grantee
continue to refer to the original Grantee regardless of whether the options are or are not
transferred to an Authorized Transferee. In order to transfer this Option, the Grantee
must first give prior written notice to the Companys president or chief financial
officer stating the name address and tax identification or social security number of the
proposed transferee and the relationship of the proposed transferee to the Grantee and
certifying mat the transfer involves no payment of consideration. This Option may not be
transferred if the transfer would constitute a violation of any applicable federal or
state securities or other law or valid regulation. As a condition to the transfer of this
Option, the Company may require the proposed transferee to make any representations and
warranties to the Company as the Company may deem to be required by applicable law or
regulation. In such event, the Option may not be transferred unless and until the Company
is satisfied with the correctness of any such representation and warranty. Moreover, the
Company, in its discretion, may postpone the transfer of this Option until completion of
such stock exchange listing, or registration, or other qualification under any state
and/or federal law, rule or regulation as the Company may consider appropriate.

5.        Conformity
with Plan

The
Option is intended to conform in all respects with and is subject to all applicable
provisions of the Plan which is incorporated herein by reference. Any inconsistencies
between this Agreement and the Plan shall be resolved in accordance with the terms of the
Plan. By executing and returning the enclosed copy of this Agreement, Grantee acknowledges
receipt of the Plan and agrees to be bound by all of the terms of the Plan.

6.        Service
as a Director

Grantee
acknowledges that nothing in this Agreement or in the Plan imposes upon the Company, its
Board of Directors, or its shareholders any obligation to retain or elect the Grantee as
director of the Company for any period.

7.        Adjustments

The
Company shall make appropriate and proportionate adjustments, to the number of Option
Shares and me Option Price to reflect any stock dividend, stock split, or combination of
shares, merger, consolidation, or other change in the capitalization of the Company, as
provided in Section 10 of (he Plan. In the event of any such adjustment, all new,
substituted, or additional securities or other property to which Grantee is entitled under
the Option shall be included in the term Option Shares.

---



8.        Postponement
of Delivery of Shares and Representations

The
Company, in its discretion, may postpone the issuance or delivery of Shares upon any
exercise of this Option until completion of the registration, or other qualification of
such shares under any state and/or federal law, rule, or regulation as the Company may
consider appropriate. The Company may require any person exercising this Option to make
such representations, including a representation that it is their intention to acquire
Shares for investment and not with a view to distribution thereof, and furnish such
information as it may consider appropriate in connection with the issuance or delivery of
the Shares in compliance with applicable laws, rules and regulations. No Shares shall be
issued unless the Company is satisfied with the accuracy of any such representations.

9.        Rights
as a Shareholder

The
Grantee shall have no rights as a shareholder with respect to any Option Shares until the
Grantee becomes the holder of record of such shares.

10.        Further
Actions

The
parties agree to execute such further instruments and to take such further actions as may
reasonably be required to carry out the intent of this Agreement.

11.        Notice

Any
notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit in the United States Post Office,
by registered or certified mail with postage and fees prepaid, addressed to the other
party hereto at the address set forth in this Agreement or at such other address as such
party may designate by ten days advance written notice to the other party.

12.        Successors
and Assigns

This
Agreement shall be binding upon and inure to the benefit of the successors and assigns of
the Company and, subject to the restrictions on transfer set forth herein, be binding upon
and inure to the benefit of Grantees heirs, personal representatives, successors,
and permitted assigns.

13.        Governing
Law

This
Agreement and all documents contemplated hereby, and all remedies in connection therewith
and all questions or transactions relating thereto, shall be construed in accordance with
and governed by the laws of the state of Michigan.

14.        Entire
Agreement

This
Agreement constitutes the entire understanding between the Grantee and the Company with
respect to the Option Shares and supersedes all other agreements, whether written or oral,
with respect to such Shares.

| |  | MACATAWA BANK CORPORATIONBy:        Its:       
| |  | ---------------------------------------------------------------------------

---



The
undersigned hereby acknowledges having read this Agreement, the Plan. and the other
enclosures to this Agreement and hereby agrees to be bound by all provisions set forth
herein and in the Plan.

| |  | GRANTEE

Signature


(Please Print Name)
Address:
| |  | -----------------------------------------------------------------------------

---



# Exhibit 21 
Subsidiaries of Registrant

Macatawa Bank - 100% owned
Incorporated as a Michigan Banking Corporation
10753 Macatawa Drive
Holland, Michigan 49424
Macatawa Investment Services, Inc. - 100% owned
Incorporated as a Michigan corporation
10753 Macatawa Drive
Holland, Michigan 49424
Macatawa Statutory Trust I - 100% owned
Statutory Trust under the laws of the State of Connecticut
10753 Macatawa Drive
Holland, Michigan 49424
Macatawa Statutory Trust II - 100% owned
Statutory Trust under the laws of the State of Delaware
10753 Macatawa Drive
Holland, Michigan 49424
Macatawa Bank Mortgage Company
100% owned by Macatawa Bank
Incorporated as a Michigan corporation
10753 Macatawa Drive
Holland, Michigan 49424

---



# Exhibit 23

# CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the  incorporation  by reference in the  registration  statements on Form S-8 (File No.  333-53593,  File No.
333-53595,  File No.  333-94207,  File No.  333-85288,  File No.  333-88572  and File No.  333-88574)  of our reports dated
February 21, 2005 with  respect to the 2004  consolidated  financial  statements  of Macatawa  Bank  Corporation,  Macatawa
management's  assessment  of the  effectiveness  of internal  control over  financial  reporting and the  effectiveness  of
internal  control over  financial  reporting,  which  reports are included in this Annual  Report on Form 10-K for the year
ended December 31, 2004.

| | /s/Crowe Chizek and Company LLC    Crowe Chizek and Company LLC
| | ---------------------------------------------------------------

Grand Rapids, MichiganMarch 9, 2005

---



# EXHIBIT 31.1

# Certification Pursuant
to Section 302 of the Sarbanes-Oxley Act of
2002

I, Benj. A Smith, III, certify that:

|1. | I have reviewed this annual report on Form 10-K of Macatawa Bank Corporation;
|-- | -----------------------------------------------------------------------------

|2. | Based on my knowledge, this annual report does not contain any untrue statement
          of material fact or omit to state a material fact necessary to make the
          statements made, in light of the circumstances under which such statements were
          made, not misleading with respect to the period covered by this report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this annual report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this annual report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed to ensure that material information
               relating to the registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during the period in
               which this annual report is being prepared;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter that has materially affected, or is reasonably liked to
               materially affect, the registrants internal control over financial
               reporting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of registrants board of
          directors (or persons performing the equivalent functions):
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversely affect the registrants ability to record, process, summarize and
               report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: March 10, 2005

| |  | /s/ Benj. A. Smith, III
Benj. A. Smith, IIIChief Executive Officer
| |  | --------------------------------------------------------------------------------

---



# EXHIBIT 31.2

# Certification Pursuant
to Section 302 of the Sarbanes-Oxley
Act of 2002

I, Jon W. Swets, certify that:

|1. | I have reviewed this annual report on Form 10-K of Macatawa Bank Corporation;
|-- | -----------------------------------------------------------------------------

|2. | Based on my knowledge, this annual report does not contain any untrue statement
          of material fact or omit to state a material fact necessary to make the
          statements made, in light of the circumstances under which such statements were
          made, not misleading with respect to the period covered by this report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information
          included in this annual report, fairly present in all material respects the
          financial condition, results of operations and cash flows of the registrant as
          of, and for, the periods presented in this annual report.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this annual report is being prepared;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter that has materially affected, or is reasonably liked to
               materially affect, the registrants internal control over financial
               reporting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of registrants board of
          directors (or persons performing the equivalent functions):
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | all significant deficiencies and material weaknesses in the design or operation
               of internal control over financial reporting which are reasonably likely to
               adversely affect the registrants ability to record, process, summarize and
               report financial information; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any fraud, whether or not material, that involves management or other employees
               who have a significant role in the registrants internal controls.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: March 10, 2005

| |  | /s/ Jon W. Swets
Jon W. SwetsSenior Vice President andChief Financial Officer
| |  | -------------------------------------------------------------------------------------------

---



# EXHIBIT 32-1

Benj.
          A. Smith III, Chief Executive Officer of Macatawa Bank Corporation, and Jon W.
          Swets, Senior Vice President and Chief Financial Officer of Macatawa Bank
          Corporation, each certify, pursuant to 18 U.S.C. Section 1350, as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

| | (1)       
               the Annual Report on Form 10-K for the year ended December 31, 2004 which this
               statement accompanies fully complies with the requirements of Section 13(a) or
               15(d) of the Securities Exchange Act of 1934, and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               the information contained in the Annual Report on Form 10-K for the year ended
               December 31, 2004 fairly presents, in all material respects, the financial
               condition and results of operations of Macatawa Bank Corporation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: March 10, 2005

| |  | /s/ Benj. A. Smith, III
Benj. A. Smith, IIIChief Executive Officer/s/ Jon W. Swets
Jon W. SwetsSenior Vice President and Chief Financial Officer
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------