Exhibit 10.5

EMPLOYMENT AGREEMENT

        This Employment Agreement (this “Agreement”) is entered into this 10th day of August 2009, by and between O.A.K. FINANCIAL CORPORATION , a Michigan corporation (together with its subsidiaries, the “Corporation”), whose address is 2445 84th Street, S.W., Byron Center, Michigan 49315, and Joel F. Rahn (“Executive”), whose address is ___________________________________________________.

        WHEREAS, Executive is an officer and employee of the Corporation and/or one or more of the Corporation’s subsidiaries, including Byron Bank (the “Bank”);

        WHEREAS, the parties desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Corporation (together with its subsidiaries) and Executive;

        WHEREAS, on the date hereof the parties to this Agreement are also entering into a Management Continuity Agreement (the “Management Continuity Agreement”);

        WHEREAS, the Board of Directors of the Corporation has approved this Agreement and authorized Bank to enter into this Agreement with Executive;

        WHEREAS, Executive has many years of experience in the financial services industry and is familiar with the Corporation’s business, employees and customers, and any competition by the Executive would have an adverse effect on the Corporation; and

        WHEREAS, the services of the Executive, his or her experience and knowledge of the affairs of the Corporation and his or her reputation and contacts in the industry are extremely valuable to the Corporation. The Corporation wishes to attract and retain such well-qualified executives, and it is in the best interests of the Corporation and of the Executive to secure the continued services of the Executive. The Corporation considers the establishment and maintenance of a sound and vital management to be part of its overall corporate strategy and to be essential to protecting and enhancing the best interests of this Corporation and its shareholders. Accordingly, the Board has approved this Agreement with the Executive and authorized its execution and delivery on behalf of the Corporation.

        NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

        1.        Employment . Executive is serving as Chief Lending Officer and agrees to render such services to the Corporation, the Bank and their subsidiaries as are customarily performed by a Chief Lending Officer or such other services as the Board of Directors may from time to time reasonably direct.

        2.        Compensation . Executive’s base salary, incentive and equity incentive compensation will be set and paid as determined by the Board of Directors from time to time. Executive’s compensation shall be subject to any necessary withholding taxes required by law.

        3.        Standards . Executive shall perform his or her duties under this Agreement in accordance with standards established from time to time by the Board of Directors of the Corporation and in compliance with the Corporation’s and the Bank’s policies and procedures.

        4.        Term of Agreement . The initial term of this Agreement (the “Initial Term”) shall be from the date entered above (the “Effective Date”) until December 31, 2011, subject to earlier terminations provided in this Agreement. Beginning on December 31, 2009, and on each December 31 thereafter, the term of this Agreement shall be extended for a period of one year in addition to the then-remaining term, unless the Corporation has given notice to the Executive in writing at least 90 days prior to such December 31 that the term of this Agreement shall not be extended further; if such notice is given, this Agreement will expire at the end of the then-remaining term; provided, however, that such notice may not be given and will not be effective if the Corporation is at the time in negotiations to effect a Change of Control. References in this Agreement to the “Term” of this Agreement shall refer to the Initial Term and any extensions thereof. If a Change of Control occurs during the Term of this Agreement, this Agreement will continue in effect for at least thirty-six (36) months beyond the end of the month in which any Change of Control occurs.

        5.        Definitions . The following defined terms shall have the meanings set forth below, for purposes of this Agreement:

               (a)        Cause . “Cause” means (i) the willful commission by the Executive of a criminal or other act that causes or will probably cause substantial economic damage to the Corporation or a Subsidiary or substantial injury to the business reputation of the Corporation or a Subsidiary; (ii) the commission by the Executive of an act of fraud or material dishonesty in the performance of such Executive’s duties on behalf of the Corporation or a Subsidiary; (iii) the continuing willful failure of the Executive to perform the duties of such Executive to the Corporation or a Subsidiary (other than any such failure resulting from the Executive’s Disability or occurring after issuance by Executive of a Notice of Termination for Good Reason) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Executive Compensation Committee of the Board, (iv) gross negligence or other behavior materially detrimental to the Corporation, (v) a material breach of this Agreement by executive, or (vi) the order of a federal or state bank regulatory agency or a court of competent jurisdiction requiring the termination of Executive’s employment. For purposes of this Section, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Corporation or a Subsidiary.

              (b)        Change of Control . “Change of Control” shall have the meaning ascribed to it in the Management Continuity Agreement.

              (c)        Disability . “Disability” means that, as a result of Executive’s incapacity due to physical or mental illness, the Executive shall have been found to be eligible for the receipt of benefits under the Corporation’s long term disability plan.

              (d)        Good Reason . For purposes of this Agreement, “Good Reason” means the occurrence of any one or more of the following without the Executive’s express written consent:

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                     (i)        The assignment to Executive of duties which are materially different from or inconsistent with the duties, responsibilities, and status of Executive’s position as of the date of this Agreement;

                     (ii)        A reduction by the Corporation in Executive’s base salary or salary grade or bonus potential as of the date of this Agreement if such reduction differs materially from reductions generally applicable to other senior executive officers;

                     (iii)        The Corporation requiring Executive to be based at a location in excess of thirty (30) miles from the location where Executive is currently based, or in the event of any relocation of the Executive with the Executive’s express written consent, the failure of the Corporation or a Subsidiary to pay (or reimburse the Executive for) all reasonable moving expenses by the Executive relating to a change of principal residence in connection with such relocation and to indemnify the Executive against any loss realized in the sale of the Executive’s principal residence in connection with any such change of residence, all to the effect that the Executive shall incur no loss on an after tax basis;

                     (iv)        The failure of the Corporation to obtain a satisfactory agreement from any successor to the Corporation to assume and agree to perform this Agreement, as contemplated in Section 16 of this Agreement;

                     (v)        Any termination by the Corporation of Executive’s employment that is other than for Cause;

                     (vi)        Any termination of Executive’s employment, reduction in Executive’s compensation or benefits, or adverse change in Executive’s location or duties, if such termination, reduction or adverse change (aa) occurs within six (6) months before a Change of Control, (bb) is in contemplation of such Change in Control, and (cc) is taken to avoid the effect of this Agreement had such action occurred after such Change in Control;

                     (vii)        The failure of the Corporation to provide the Executive with substantially the same fringe benefits (including, without limitation, retirement plan, health care, insurance, stock options and paid vacations) that were provided to him immediately prior to the Change in Control, or with a package of fringe benefits that, though one or more of such benefits may vary from those in effect immediately prior to such Change in Control, is substantially comparable in all material respects to such fringe benefits taken as a whole.

              The existence of Good Reason shall not be affected by Executive’s Disability. Executive’s continued employment shall not constitute a waiver of Executive’s rights with respect to any circumstance constituting Good Reason under this Agreement.

              (e)        Notice of Termination . “Notice of Termination” means a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the employment under the provision so indicated. The Executive shall not be entitled to give a Notice of Termination that the Executive is terminating employment for Good Reason more than six (6) months following the occurrence of the event alleged to constitute Good Reason, except with respect to an event which occurred before the Change of Control, in which case the Notice of Termination must be given within six (6) months following the Change of Control.

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              (f)        Subsidiary . “Subsidiary” means a corporation with at least eighty percent (80%) of its outstanding capital stock owned by the Corporation.

              (g)        Termination of Employment . For purposes of this Agreement, “Termination of Employment” shall be deemed to have occurred when the Executive incurs a “separation from service” (as such term is defined in Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder) with the Corporation because of death, retirement or termination of employment for any other reason, including any reason specified in Section 7; provided, however, that no termination shall be deemed to occur for purposes of this Agreement while the Executive continues to perform services for the Corporation in a capacity as an employee or as an independent contractor at a level that is more than 20% of the average level of bona fide services performed (whether as an employee or otherwise) by the Executive during the immediately preceding 36-month period (or, if employed less than 36 months, such lesser period).

         6.         Termination of Employment for Cause or without Good Reason; Retirement .

              (a)        In the event of a Termination of Employment by the Corporation for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive only compensation and benefits pro rata through the effective date of the Termination of Employment, less applicable withholding, and shall not be entitled to any severance benefits.

              (b)        Termination of Employment (with or without Cause or Good Reason) upon normal retirement after Executive’s attaining age 65 shall not result in the payment of severance benefits.

      7.         Severance Benefits .

              (a)        In the event of a Termination of Employment for any reason within six (6) months before or thirty-six (36) months after a Change of Control, then the eligibility for severance benefits shall be determined pursuant to the Management Continuity Agreement. Eligibility for severance benefits in the case of a Termination of Employment that does not occur within six (6) months before or thirty-six (36) months after a Change of Control shall be determined pursuant to this Section 7.

              (b)        Subject to Section 8, in the event of a Termination of Employment by the Corporation without Cause or by the Executive with Good Reason, then the Corporation shall owe Executive all compensation and benefits pro rata through the effective date of the Termination of Employment, less applicable withholding, plus the following severance benefits:

                     (i)        A cash amount equal to Executive’s annual base salary at the highest annual rate in effect during the twelve (12) month period before the Notice of Termination is given (or on the date the employment is terminated if no Notice of Termination is required), which shall be paid in equal bi-weekly installments over twelve (12) months in accordance with the Corporation’s normal payroll practices and beginning on the Corporation’s first regular pay date following the Executive’s termination of employment ;

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                     (ii)        For a twelve (12) month period after the date the employment is terminated, the Corporation will arrange to provide to Executive at the Corporation’s expense:

                           (A)        Health care coverage equal to that in effect for Executive prior to the termination (or, if more favorable to Executive, that furnished generally to salaried employees of the Corporation), including, but not limited to, hospital, surgical, medical, dental, prescription and dependent coverages. Such coverage wi