NONCOMPETITION AGREEMENT

        THIS NONCOMPETITION AGREEMENT (the “Agreement”) is made and entered into this 11th day of October, 2006 (the “Effective Date”), by and between MACATAWA BANK CORPORATION , a Michigan corporation, of 10753 Macatawa Drive, Holland, Michigan 49423 (“Macatawa”), and BENJ. A. SMITH, III , a Michigan resident (“Smith”).

RECITALS:

        WHEREAS, Macatawa and Smith are parties to that certain Agreement and Plan of Merger, of even date herewith, by and among Macatawa, Benj. A Smith & Associates, Ltd. (“Smith & Associates”) and Smith (the “Merger Agreement”) contemplating the merger of Smith & Associates with and into Macatawa; and

        WHEREAS, Smith & Associates has engaged in business as a registered investment adviser pursuant to which Smith & Associates has provided investment advice and related services to its clients (the “Business”); and

        WHEREAS, in order to induce Macatawa to execute the Merger Agreement, and in consideration of the Merger Consideration, Smith agrees to enter into this Agreement for the proper protection of Macatawa’s investment in Smith & Associates;

        NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein set forth, and subject to the terms and conditions hereof, the parties agree as follows:

    1.        Transition Services . Smith agrees to provide such cooperation and transition services as Macatawa may reasonably request from time to time to assist Macatawa with the transition of the Business of Smith & Associates to Macatawa and its subsidiaries.

    2.        No Compensation . Smith acknowledges that he shall receive no additional consideration for the non-competition covenant and the transition services contemplated under this Agreement because the Merger Consideration under the Merger Agreement serves as full consideration for such covenant and services.

    3.        Term of the Agreement . The term of this Agreement shall begin on the Effective Date and shall continue for a period of six (6) years thereafter (the “Term”); provided, however, that, notwithstanding the foregoing, the Term shall automatically terminate upon the consummation of a transaction involving (a) the sale of more than 50% of the outstanding common stock of Macatawa to a third party, or (b) the merger of Macatawa into another company which results in the shareholders of Macatawa owning less than 50% of the combined entity.

    4.        Noncompetition and Nonsolicitation Covenants . Smith shall not, during the Term of this Agreement, directly or indirectly, for himself or for any other person, corporation, firm or entity, either as a principal, owner, agent, employee, contractor, director, officer or in any other capacity, engage in Competition (as defined below) with Macatawa, Macatawa Bank or any of their Affiliates (collectively, the “Macatawa Entities”) in the Territory.

        For purposes of this Agreement, the “Territory” shall include Michigan and those other States in which clients of Smith & Associates reside as of the Effective Date, including, but not limited to, the States of Illinois, Indiana, Ohio, Wisconsin, Florida and Arizona.

        For purposes of this Agreement, “Competition” includes any of the following:

                (a)       engaging, directly or indirectly, in the Business;

                (b)        requesting or advising any client of any Macatawa Entity to terminate its relationship with any Macatawa Entity or to solicit any client of any Macatawa Entity to invest in any investment or other business venture; or