Exhibit 10.2

SUBSCRIPTION AND PURCHASE AGREEMENT
(SUBORDINATED NOTES)

Macatawa Bank Corporation

         1.         SUBSCRIPTION . Macatawa Bank Corporation, a Michigan corporation (the “Company”), has offered to a limited number of accredited investors the opportunity to purchase in the aggregate up to $20,000,000 in principal amount of 11% subordinated notes due 2017 (“Notes”), in substantially the form attached hereto as Exhibit B , to be issued by the Company. The Company may in its discretion issue additional Notes. The undersigned (“Subscriber”) hereby irrevocably subscribes to purchase the dollar amount of Notes as set forth on the signature page of this subscription agreement (this “Subscription Agreement”).

         2.         CLOSING . The Company may conduct one or more closings of the purchase and sale of the Notes (each one a “Closing” ). Each closing shall occur at the offices of Varnum, Riddering, Schmidt & Howlett LLP, 333 Bridge Street, N.W., Suite 1700, Grand Rapids, Michigan 49504 on such dates or at such other place as may be determined by the Company (each one a “Closing Date”). In connection with each Closing, the Company or the Company’s transfer agent will deliver to the Subscriber the Notes, each registered in the undersigned Subscriber’s name (or in the name of such Subscriber’s nominees as may be specified by such Subscriber), against payment by the Subscriber of the purchase price of the Notes.

         3.         ACCEPTANCE . This Agreement is made subject to the Company’s discretionary right to accept or reject the subscription herein. Following action by the Company, the Subscriber will be notified as to whether the subscription has been accepted or rejected. If the Company shall for any reason reject all or part of this subscription, any amount already paid by the Subscriber with respect to the rejected subscription, or part thereof, will be promptly refunded, without interest. Acceptance of this subscription by the Company will be evidenced by the execution hereof by an officer of the Company.

         4.         REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER . The Subscriber hereby represents and warrants to the Company as follows, recognizing that the information contained herein is being furnished to the Company in order for the Company to determine whether the Subscriber’s subscription to purchase Notes should be accepted by the Company in light of the requirements of Section 4(2) of the Securities Act of 1933 (the “Act”) and the rules and regulations promulgated thereunder, similar sections of the securities laws of various states, and other relevant factors. The Subscriber understands that (a) the Company will rely on the

information contained herein for purposes of such determination, (b) the Notes will not be registered under the Act in reliance upon exemptions from registration afforded under the Act, which may include Regulation D promulgated thereunder (“Regulation D”), and (c) the Notes, at the time of sale described herein, will not be registered and/or qualified under any state securities laws. Subscriber also represents and warrants to the Company as follows:

                 A.         Advisors . Subscriber acknowledges that he, she or it has been advised to consult with their own attorney regarding legal matters concerning the Company and the Notes and to consult with its tax advisor regarding the tax consequences of acquiring the Notes. Subscriber hereby acknowledges and agrees that Keefe, Bruyette & Woods, Inc. has acted as financial advisor to the Company (and not as an underwriter or placement agent for the Notes) and has not acted as an advisor to, and does not represent, Subscriber.

                 B.         Private Placement Memorandum and Access to SEC Filings . Subscriber has received and has had a full opportunity to review the Company’s Private Placement Memorandum, including the description of the Notes and Risk Factors contained therein. Subscriber acknowledges that he, she or it has had full access to the Company’s public filings made pursuant to the Securities Exchange Act of 1934, as amended, which access can be gained at http://www.sec.gov, http://www.gsionline.com, http://www.freeedgar.com and http://www.10kwizard.com. By entering into this Agreement, the undersigned Subscriber acknowledges receipt of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and the proxy statement for the 2009 annual meeting.

                 C.         Notes Not Registered . Subscriber understands that the Notes have not been registered under the Securities Act or any other Securities laws but are being offered and sold to Subscribers in reliance upon specific exemptions from the registration requirements of Federal and State securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of Subscribers to acquire the Notes.

                 D.         Investment Experience . The Subscriber is a sophisticated, accredited and experienced investor with regard to high-risk investments in restricted securities of the sort referred to herein, and is willing and able to bear the economic risk of an investment in the Notes in an amount equal to the amount the Subscriber has subscribed to purchase. The Subscriber has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Notes. The Subscriber has adequate means of providing for current needs and personal contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Company of the size contemplated. In making this statement, the Subscriber considered whether the Subscriber could afford to hold the Notes for an indefinite period and whether, at this time, the Subscriber could afford a complete loss of an investment in the Notes.

                 E.         Accredited Investor Status . The Subscriber has submitted to the Company a complete and executed “Accredited Investor Questionnaire” substantially in the form attached hereto as Exhibit A . The Subscriber hereby certifies that he, she or it is an “Accredited Investor”, as that term is defined under Rule 501(a) of the Securities Act and all information which the Subscriber has provided to the Company in the Accredited Investor Questionnaire is correct and

complete as of the date set forth thereon. The Subscriber is aware that the sale of the Securities is being made in reliance on Rule 506 of Regulation D, an exemption for non-public offerings under Section 4(2) of the Securities Act.

                 F.         Purchase for Own Account . The Subscriber’s purchase of the Notes will be solely for the Subscriber’s own account and not for the account of any other person.

                 G.         Investment Purpose . The Notes are being acquired by the Subscriber in good faith for investment and not with a view to distributing such Notes to others or otherwise reselling said Notes or any portion thereof. The Subscriber understands that the substance of the above representations is (i) that the Subscriber does not presently intend to sell or otherwise dispose of all or any part of the Notes; (ii) that the Subscriber does not now have in mind the sale or other disposition of all or any part of the Notes on the occurrence or nonoccurrence of any predetermined event; and (iii) that the Company is relying upon the truth and accuracy of the representations.

                 H.         Investment Risks . The Subscriber understands that the purchase of the Notes is subject to risks as stated in the Risk Factors section of the Company’s Private Placement Memorandum, and the Risk Factors disclosed in the Company’s SEC filings or as otherwise may be applicable to similar investments. The Subscriber acknowledges that he, she or it has had an opportunity to review, and upon review, fully understands the Risk Factors contained in the Private Placement Memorandum and also the Risk Factors disclosed in the Company’s SEC filings.

                 I.         Due Diligence . The Subscriber has relied solely upon this Subscription Agreement, the Company’s Private Placement Memorandum, the Notes, in substantially the form attached hereto as Exhibit B , and the independent investigations made by the Subscriber with respect to the Notes subscribed for herein, and no oral or written representations beyond the Company’s SEC filings have been made to or been relied upon by the Subscriber.

                 J.         Representations Complete . The Subscriber’s representations in this Agreement are complete and accurate to the best of the Subscriber’s knowledge, and the Company and its agents may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in any of this information before the sale of the Notes.

                 K.         Transfer Restrictions and Resale . The Notes have not been registered with the Securities and Exchange Commission. The Notes may be sold or transferred only in compliance with the applicable securities laws and regulations, including the Securities Act of 1933, as amended (the “Act”). The Notes purchased by Subscriber will be “restricted securities” for purposes of SEC Rule 144 under the Act. The Subscriber agrees to comply with Rule 144 which permits resales of debt securities by persons not affiliated with the Company only if the debt securities have been held for at least six months. Subscriber acknowledges that due to the Note’s status as “restricted securities” it may not be possible to liquidate the undersigned’s investment in the Company during Rule 144‘s six month holding period (the holding period is one year if the Subscriber is deemed to be an “affiliate” of the Company).

                 L.         Legend . The Subscriber understands and agrees that stop transfer instructions relating to the Notes will be placed in the Company’s stock transfer ledger, and that the certificates evidencing such securities will bear legends in substantially the following form:

                 M.        Binding Obligation . This Agreement when fully executed and accepted by the Company will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except (a) as its obligations may be affected by bankruptcy, insolvency, reorganization, moratorium or similar laws, or by equitable principles relating to or limiting creditors’ rights generally and (b) that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefore may be brought. The Subscriber, if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Notes. The purchase of the Notes by the Subscriber, if it is an entity, is a permissible investment in accordance with the Subscriber’s Articles of Incorporation, bylaws, partnership agreement, articles of organization, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity’s owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the Notes has all requisite authority to sign such documents on behalf of the Subscriber, if it is an entity.

                 N.         No General Solicitation . The Notes were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or televisions advertisement.

                 O.        Future Issuances . The Subscriber acknowledges that the Company may in the future issue additional senior debt, subordinated debt, preferred stock, and/or common stock.

                 P.        Subordination . Subscriber acknowledges that the Notes are subordinate to all secured obligations and senior obligations of the Company. Subscriber acknowledges that, so long as the indebtedness evidenced by the Notes is deemed to be Tier 2 Capital (or the equivalent) of the

Company under the applicable rules and regulations promulgated by the Board of Governors of the Federal Reserve System (or successor thereto), the indebtedness evidenced by the Notes shall also be subordinated and junior in right of payment to the Company’s obligations to the general creditors of the Company.

                 Q.        Events of Default; Limited Rights of Acceleration . Regulations containing the requirements for Tier 2 Capital treatment substantially limit the “events of default” that result in an acceleration of the amounts due under the Notes. The Subscriber acknowledges that the only “events of default” that will result in an acceleration of the amounts due under the Notes are certain events related to the Company’s bankruptcy or insolvency (whether voluntary or involuntary) or the appointment of a receiver for the Company’s wholly-owned subsidiary bank, Macatawa Bank. The Subscriber further acknowledges that there is no right of acceleration of the payment of principal of the Notes upon a “default” in the payment of interest or principal on the Notes or in the performance of any of the Company’s covenants or agreements contained in the Notes, in the Subscription Agreement or any of the Company’s other obligations or liabilities.

         5.         REPRESENTATIONS AND WARRANTIES OF THE COMPANY . In connection with the agreement to purchase Notes by Subscriber herein, the Company hereby represents and warrants as follows:

                 A.         The Organization . The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Michigan and has all the requisite power and authority to conduct its business and own and operate its properties, and to enter into and execute this Agreement and to carry out the transactions contemplated hereby.

                 B.         Authority . The Company has the power to execute, deliver and perform the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and to authorize the issuance and sale of the Notes contemplated by this Agreement, and the representatives of the Company executing this Agreement are duly authorized to do so.

                 C.         Capitalization . The authorized capital stock of the Company consists of 40,000,000 shares of Common Stock of which 17,166,515 shares were outstanding as of March 31, 2009, and 500,000 shares of preferred stock of which 31,290 shares of Series A Noncumulative Convertible Perpetual Stock were outstanding as of March 31, 2009.

                 D.         Binding Obligation . Assuming the due execution and delivery of this Agreement by the Subscriber, this Agreement is a legal, valid and binding obligation of the Company enforceable in accordance with its terms except (a) as its obligations may be affected by bankruptcy, insolvency, reorganization, moratorium or similar laws, or by equitable principles relating to or limiting creditors’ rights generally and (b) that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefore may be brought.

                 E.         No Conflicts . The execution, delivery and performance of this Agreement and the fulfillment of or compliance with the terms and provisions hereof, including the issuance and sale of the Notes contemplated by this Agreement, are not in contravention of or in conflict with

any contract to which the Company is a party or by which the Company or any of its properties may be bound or affected.

         6.         PRO RATA TREATMENT . All payments owed to the holders of the Notes (“Holders”) (whether for principal, interest, or otherwise) shall be made pro rata among such Holders based upon the aggregate unpaid principal amount of the Notes held by each such Holder. Holder agrees that if it shall receive any amount hereunder, applicable to the payment of any of the amounts due under the Notes that exceeds its ratable share (according to the proportion of (x) the unpaid principal amount of Notes held by Holder at such time to (y) the aggregate unpaid principal amount of all Notes) of payments on account of such obligations then or therewith obtained by all the Holders to which such payments are required to have been made, such Holder shall forthwith pay over to the other Holders such excess amount in the proportions necessary to cause the total payments to be apportioned to the Notes ratably as required in this Section 6.

         7.         ENTIRE AGREEMENT . This Agreement together with the Confidentiality Agreement previously executed by the parties hereto and the other documents executed contemporaneously herewith, constitute the entire agreement between the parties with respect to the matters covered thereby, and may only be amended by a writing executed by all parties hereto.

         8.         SURVIVAL OF REPRESENTATIONS . The representations, warranties, acknowledgements and agreements made herein shall survive issuance of the Notes.

         9.         WAIVERS . No waiver or modification of any of the terms of this Agreement shall be valid unless in writing. No waiver of a breach of, or default under, any provision hereof shall be deemed a waiver of such provision or of any subsequent breach or default of the same or similar nature or of any provision or condition of this Agreement.

         10.         COUNTERPARTS . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

         11.         CONFIDENTIALITY AGREEMENT . The Subscriber and the Company agree that the provisions of the Confidentiality Agreement previously signed by them in connection with the private placement of the Notes remains in full force and effect.

         12.         NOTICES . Except as otherwise required in this Agreement, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid, addressed to the last known address of the party.

         13.         NON-ASSIGNABILITY . The obligations of a party hereunder shall not be delegated or assigned to any other party without the prior written consent of the other party hereto.

         14.         GOVERNING LAW . This Subscription Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Michigan, excluding those provisions related to the conflict of laws of different jurisdictions if the effect of the application of those provisions will be to require the application of the laws of a jurisdiction other than Michigan. Each party consents to the jurisdiction of the state or federal courts in Kent County, Michigan, which will be the sole venue for resolution of all disputes related to th