10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
	Act of 1934 for the fiscal year ended December 31, 2002
	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 0-8185

CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Michigan (State or Other Jurisdiction of Incorporation or Organization)	38-2022454 (I.R.S. Employer Identification No.)
333 E. Main Street Midland, Michigan (Address of Principal Executive Offices)	48640 (Zip Code)

Registrant's Telephone Number, Including Area Code: (989) 839-5350

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $1 Par Value
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 herein, and will not 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 amendment to this Form 10-K.  (X)

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes    X     No ____

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 28, 2002, was $744,534,000.

The number of shares outstanding of the registrant's Common Stock, $1 par value, at February 28, 2003, was 23,695,038.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Shareholders for the year ended December 31, 2002, are incorporated by reference in Parts I and II (Items 1 and 5-8).
Portions of the registrant's definitive Proxy Statement for its April 21, 2003 annual shareholders' meeting are incorporated by reference in Part III (Items 10-13).

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about Chemical Financial Corporation itself. Words such as "anticipates," "believes," "estimates," "judgment," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, certain statements under the captions "Liquidity Risk," "Interest Rate Risk" and "Regulatory Matters" in Management's Discussion and Analysis are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecast ed in such forward-looking statements. Chemical Financial Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Risk factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies and assessments; the impact of technological advances and issues; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their ability to repay loans; changes in the national economy; and the local and global effects of the ongoing war on terrorism and the potential future expansion of that war. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

PART I

Item 1.  Business.

Chemical Financial Corporation ("Chemical" or the "Corporation") is a multibank holding company registered under the Bank Holding Company Act of 1956, as amended, and incorporated in the State of Michigan. Chemical was organized under Michigan law in August 1973, and is headquartered in Midland, Michigan. Chemical was substantially inactive until June 30, 1974, when it acquired its lead subsidiary bank, Chemical Bank and Trust Company ("CB&T"), pursuant to a reorganization in which the former shareholders of CB&T became shareholders of Chemical.

In addition to the acquisition of CB&T, the Corporation acquired eighteen community banks and thirteen branch bank offices through December 31, 2002. The Corporation has consolidated these acquisitions into three commercial bank subsidiaries. At December 31, 2002, the Corporation's three subsidiary banks were as follows: CB&T, headquartered in Midland, Michigan; Chemical Bank Shoreline, headquartered in Benton Harbor, Michigan; and Chemical Bank West, headquartered in Grand Rapids, Michigan.

The Corporation directly owns three non-bank subsidiaries: CFC Data Corp, CFC Financial Services, Inc. and CFC Title Services, Inc.

CFC Data Corp provides data processing services to two of the Corporation's subsidiary banks and to outside customers. The data processing services provided to the Corporation's subsidiaries represented 92% of total revenue of the data processing subsidiary in 2002, 90% in 2001 and 89% in 2000.

CFC Financial Services, Inc. is an insurance agency that operates under the assumed names Chemical Financial Insurance Agency (a property and casualty insurance agency) and CFC Investment Centers (a provider of mutual funds and annuity products to customers). CFC Title Services, Inc. is an issuer of title insurance to buyers and sellers of residential and commercial mortgage properties, including those occurring due to loan refinancing.

At December 31, 2002, Chemical was the fourth largest bank holding company headquartered in Michigan, measured by total assets, and together with its subsidiaries employed a total of 1,412 full-time equivalent employees.

Chemical's business is concentrated in a single industry segment - commercial banking. Chemical's subsidiaries offer a full range of commercial banking and fiduciary services. These include accepting deposits, business and personal checking

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accounts, savings and individual retirement accounts, time deposit instruments, electronically accessed banking products, residential and commercial real estate financing, commercial lending, consumer financing, debit cards, safe deposit box services, automated teller machines, access to insurance and investment products, money transfer services, corporate and personal trust services and other banking services.

The principal markets for these financial services are the communities within Michigan in which Chemical's subsidiaries are located and the areas surrounding these communities. As of December 31, 2002, Chemical and its subsidiaries served these markets through 129 banking offices and 2 loan production offices across 32 counties, all in the lower peninsula of Michigan. In addition to the full service banking offices, the subsidiary banks operated 137 automated teller machines, both on and off bank premises, as of December 31, 2002.

Chemical's largest and lead subsidiary bank is CB&T. CB&T represented 46% of total deposits and 38% of total loans of Chemical and its subsidiaries on a consolidated basis as of December 31, 2002. Chemical's bank subsidiaries' largest loan category is residential real estate mortgages. At December 31, 2002, residential real estate loans totaled $648 million, or 31.2% of consolidated total loans. Residential real estate loans declined $121 million, or 15.7%, during 2002 as historically low interest rates prompted customers to choose long-term fixed interest rate residential real estate products, which Chemical generally sells in the secondary market. Chemical originated approximately $501 million of residential mortgage loans during 2002 which were sold in the secondary mortgage market, compared to $342 million and $59 million in residential mortgage loans originated and sold during 2001 and 2000, respectively. The significant increase in the origination of long-term fixed interest rate loans over the past two years was attributable to the significant decline in residential mortgage interest rates and the resulting increase in the refinancing of existing residential mortgages.

The principal sources of revenues for Chemical are interest and fees on loans, which accounted for 63% of total revenues in 2002, 64% of total revenues in 2001, and 62% of total revenues in 2000. Interest on investment securities is also a significant source of revenue, accounting for 21% of total revenues in 2002 and 2001and 24% of total revenues in 2000. Chemical has no foreign loans, assets or activities. No material part of the business of Chemical or its subsidiaries is dependent upon a single customer or very few customers.

The business of banking is highly competitive. In addition to competition from other commercial banks, banks face significant competition from nonbank financial institutions. Savings associations and credit unions compete aggressively with commercial banks for deposits and loans, and credit unions and finance companies are particularly significant factors in the consumer loan market. Banks compete for deposits with a broad range of other types of investments, the most significant of which over the past few years have been mutual funds and annuities. Insurance companies and investment firms are also significant competitors for customer deposits. In response to this increased competition for customers' bank deposits, the Corporation's subsidiary banks, through CFC Investment Centers, offer a broad array of mutual funds, annuity products and market securities through alliances with BankMark and FutureShare Financial Services. In addition, the trust department of CB&T offers customers a variety of investm ent products and services. The principal methods of competition for financial services are price (interest rates paid on deposits, interest rates charged on borrowings and fees charged for services) and service (convenience and quality of services rendered to customers).

Banks and bank holding companies are extensively regulated. Chemical's subsidiary banks are all chartered by the State of Michigan and supervised and regulated by the Michigan Office of Financial and Insurance Services. CB&T is the only bank subsidiary of Chemical that is a member of the Federal Reserve System and supervised, examined and regulated by the Federal Reserve System. The other two state non-member banks are supervised, examined and regulated by the Federal Deposit Insurance Corporation ("FDIC"). Deposits of all three bank subsidiaries are insured by the FDIC to the extent provided by law. Chemical has elected to be regulated by the Board of Governors of the Federal Reserve System ("Federal Reserve Board") as a financial holding company under the Bank Holding Company Act of 1956.

State banks and bank holding companies are governed by both federal and state laws that significantly limit their business activities in a number of respects. Examples of such limitations include: (1) prior approval of the Federal Reserve Board, and in some cases various other governing agencies, is required for bank holding companies to acquire control of any additional bank holding companies, banks or branches, (2) the business activities of bank holding companies and their subsidiaries are limited to banking and to other activities which are determined by the Federal Reserve Board to be closely related to banking, and (3) transactions between bank holding company subsidiary banks are significantly restricted by banking laws and regulations. Somewhat broader activities are permitted for qualifying financial holding companies, such

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as Chemical, and "financial subsidiaries." Chemical currently does not have any subsidiaries that have elected to qualify as "financial subsidiaries."

Chemical is a legal entity separate and distinct from its subsidiary banks and non-bank subsidiaries. Chemical's primary source of revenues results from dividends paid to it by its subsidiaries. Federal and state banking laws and regulations limit both the extent to which Chemical's subsidiary banks can lend or otherwise supply funds to Chemical or certain of its affiliates and also place certain restrictions on the amount of dividends the subsidiary banks of Chemical may pay to Chemical.

Banks are subject to a number of federal and state laws and regulations which have a material impact on their business. These include, among others, minimum capital requirements, state usury laws, state laws relating to fiduciaries, the Truth in Lending Act, the Truth in Savings Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Expedited Funds Availability Act, the Community Reinvestment Act, the USA Patriot Act, electronic funds transfer laws, redlining laws, predatory lending laws, antitrust laws, environmental laws, anti-money laundering laws and privacy laws. These laws and regulations can have a significant effect on the operating results of banks.

The Gramm-Leach-Bliley Act of 1999 ("1999 Act") largely removed the restrictions that previously prevented affiliations among banks, securities firms, and insurance companies and provides for a system of functional regulation of the financial services industry. Among other provisions, the 1999 Act:

• Repealed the restrictions on banks affiliating with securities firms contained in the depression-era Glass-Steagall Act.

• Created a new regulatory status of "financial holding company." A financial holding company may engage in a statutory list of financial activities, including insurance underwriting and agency activities, securities underwriting and brokerage activities, merchant banking, and insurance company portfolio investment activities. Other activities that are "complementary" to financial activities, a category defined by regulation, are also authorized for financial holding companies.

• Created a new regulatory status of a "financial subsidiary" with powers similar to financial holding companies.

• Provides a system of functional regulation under which, with certain exceptions, activities of banks and bank affiliates as securities brokers and investment advisors are subject to regulation and supervision by the Securities and Exchange Commission, eliminating an exemption banks previously enjoyed.

• Reaffirms the traditional authority of states to regulate insurance companies and insurance agencies, but prohibits discrimination against bank affiliates that conduct those activities.

• Required financial institutions to disclose their privacy policy annually to consumers and provides protections to consumers against the transfer and use of nonpublic personal information by financial institutions.

• Requires that agreements between banks and non-governmental entities in connection with the Community Reinvestment Act be disclosed to the public, and that community groups that receive funds from banks in excess of defined thresholds disclose how those funds are used.

Although the 1999 Act repealed certain pre-existing statutory barriers to cross-industry affiliations and provides a structural framework for achieving the 1999 Act's purposes, certain details of implementing the changes authorized by the 1999 Act have been the subject of regulations adopted by the Board of Governors and the Federal Reserve System, the Securities and Exchange Commission, and other relevant federal agencies.

To recharacterize itself as a financial holding company and to avail itself of the broader powers permitted for financial holding companies, a bank holding company must meet certain regulatory standards for being "well capitalized," "well-managed" and "satisfactory" in its Community Reinvestment Act compliance. The Corporation became a financial holding company in 2000.

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Under Federal law, the FDIC has the authority to impose special assessments on insured depository institutions to repay FDIC borrowings from the United States Treasury or other sources, and to establish semi-annual assessment rates on Bank Insurance Fund ("BIF") member banks, so as to maintain the BIF at the designated reserve ratio defined by law. The semi-annual assessment rate of the FDIC is based upon a system of risk-based premiums for deposit insurance, pursuant to which the premiums paid by a depository institution are based on the probability that the BIF will incur a loss in respect of such institution.

The recapitalization of the Savings Association Insurance Fund ("SAIF") was accomplished through the enactment of The Deposit Insurance Funds Act of 1996 (the "Funds Act") on September 30, 1996. This legislation authorized the Financing Corporation ("FICO") to impose periodic assessments on depository institutions that are members of the BIF, in addition to institutions that are members of the SAIF. The purpose of these periodic assessments is to spread the cost of the interest payments on the outstanding FICO bonds over a larger number of institutions. Until the change in the law, only SAIF-member institutions bore the cost of funding these interest payments. FDIC premiums, which consisted exclusively of the FICO assessment, were $.5 million in each of the three years ended December 31, 2002.

Federal law also contains a "cross-guarantee" provision that could result in insured depository institutions owned by Chemical being assessed for losses incurred by the FDIC in connection with assistance provided to, or the failure of, any other insured depository institution owned by Chemical. Under Federal Reserve Board policy, Chemical is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each subsidiary bank.

Banks are subject to the provisions of the Community Reinvestment Act of 1977 ("CRA"). Under the terms of the CRA, the appropriate federal bank regulatory agency is required, in connection with its examination of a bank, to assess such bank's record in meeting the credit needs of the community served by that bank, consistent with the safe and sound operation of the institution. The regulatory agency's assessment of the bank's record is made available to the public. Further, such assessment is required of any bank which has applied to: (1) obtain deposit insurance coverage for a newly chartered institution, (2) establish a new branch office that will accept deposits, (3) relocate an office, or (4) merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution. In the case of a bank holding company applying for approval to acquire a bank or another bank holding company, the Federal Reserve Board will assess the CRA compliance record of each su bsidiary bank of the applicant bank holding company, and such compliance records may be the basis for denying the application.

Bank holding companies may acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state law. 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) es tablishment by foreign banks of branches located in Michigan.

Mergers, Acquisitions and Consolidations

The following is a summary of the business combinations completed during the three-year period ended December 31, 2002.

On September 14, 2001, the Corporation acquired Bank West Financial Corporation ("BWFC"). BWFC was the parent company of Bank West, a Michigan stock savings bank with five full-service branches and one loan production office in Kent and Ottawa counties in Michigan. The purchase added approximately $300 million in total assets, $232 million in total loans and $194 million in total deposits as of the date of acquisition, for which the Corporation paid a premium of $7.3 million.

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Bank West was merged into the Corporation's existing subsidiary, Chemical Bank West. The Corporation exchanged $29.2 million in cash for all of the outstanding stock of BWFC.

On July 13, 2001, the Corporation acquired four branch banking offices from Fifth Third Bank and Old Kent Bank in Holland, Zeeland, Grand Haven and Fremont, Michigan. The purchase of the four branch banking offices added total deposits of approximately $144 million and total loans of $97 million as of the date of acquisition, for which the Corporation paid a premium of $15.3 million. The offices in Holland, Zeeland and Grand Haven are being operated as branches of Chemical Bank Shoreline, and Chemical Bank West is operating the office in Fremont.

The acquisitions of the four branches and BWFC in 2001 were accounted for by the purchase method of accounting; therefore, the financial results of these operations are included from their respective acquisition dates, with no restatement of prior period amounts.

On January 9, 2001, the Corporation merged with Shoreline Financial Corporation ("Shoreline"), a one-bank holding company headquartered in Benton Harbor, Michigan and parent company of Shoreline Bank. As of the effective date of the transaction, Shoreline had total assets of approximately $1.1 billion, total deposits of approximately $.8 billion and total loans of approximately $.8 billion. The Corporation is operating Shoreline Bank through a separate subsidiary of the Corporation, Chemical Bank Shoreline, with its headquarters in Benton Harbor. The Corporation issued approximately 8.2 million shares of common stock for all of the outstanding stock of Shoreline. The transaction was accounted for as a pooling of interests business combination and, therefore, all prior period amounts included in the consolidated financial statements were restated to include Shoreline as if it had always been part of the Corporation.

On December 31, 2000, the Corporation consolidated nine of its then ten subsidiary banks into two; Chemical Bank and Trust Company and Chemical Bank West. Chemical Bank South, headquartered in Marshall, Michigan remained a separate subsidiary until October 26, 2001 when it was consolidated into Chemical Bank Shoreline.

In conjunction with the merger with Shoreline and the internal consolidations, the Corporation recognized $9.2 million ($7.1 million on an after-tax basis) of merger and restructuring expenses during the first quarter of 2001. The term "net operating income" utilized in this report means net income before the impact of the after-tax $7.1 million of merger and restructuring expenses. Net operating income is a measure not defined under accounting principles generally accepted in the United States.

On March 24, 2000, the Corporation acquired two branch banking offices from Old Kent Bank located in Evart and Morrice, Michigan. The branches had total deposits of approximately $15 million and $10 million, respectively, as of that date, for which the Corporation paid a premium of approximately $1.7 million. The offices became branch offices of existing bank subsidiaries. The transaction was accounted for by the purchase method of accounting.

The nature of the business of Chemical's subsidiaries is such that they hold title to numerous parcels of real property. These properties are primarily owned for branch offices; however, Chemical and its subsidiaries may hold properties for other business purposes, as well as on a temporary basis for properties taken in, or in lieu of foreclosure, to satisfy loans in default. Under current state and federal laws, present and past owners of real property may be exposed to liability for the cost of clean up of contamination on or originating from those properties, even if they are wholly innocent of the actions that caused the contamination. These liabilities can be material and can exceed the value of the contaminated property.

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The information under the following captions in the registrant's Annual Report to Shareholders for the year ended December 31, 2002, further describes the business of Chemical and is here incorporated by reference (tables are included under the caption "Management's Discussion and Analysis"):

Caption	Pages
Five-Year Summary of Selected Financial Data	2
Table 2. Average Balances, Tax Equivalent Interest and
Effective Yields and Rates	7
Table 3. Volume and Rate Variance Analysis	8
Table 4. Summary of Loans and Loan Loss Experience	9
Table 5. Comparison of Loan Maturities and Interest Sensitivity	10
Table 6. Nonperforming Assets	12
Table 7. Allocation of the Allowance For Loan Losses	13
Table 8. Maturities and Yields of Investment Securities
at December 31, 2002	16
Table 9. Summary of Investment Securities	17
Table 10. Maturity Analysis of Investment Securities	17
Management's Discussion and Analysis subheadings:
"Net Interest Income," "Loans," "Nonperforming
Assets," "Provision and Allowance For Loan Losses," "Liquidity Risk"
and "Interest Rate Risk"	6-20
Table 11. Maturity Distribution of Time Deposits of $100,000 or More	18
Table 12. Contractual Obligations	18
Table 13. Commitments	18
Note D - Investment Securities	30-31
Note F - Loans	32

Chemical's internet website is located at www.chemicalbankmi.com. Chemical provides free of charge in the "Investor Information" section of its website copies of all periodic reports and amendments to such reports that Chemical files with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Chemical posts such reports to its website as soon as reasonably practicable after each report has been filed with or furnished to the Securities and Exchange Commission.

Item 2.  Properties.

The executive offices of Chemical, the main office of CB&T and Chemical's non-bank subsidiaries are located in a three story, approximately 74,000 square foot, office building in downtown Midland, which is 100% owned by CB&T.

Chemical's subsidiary banks conduct business from a total of 129 banking offices as of December 31, 2002. These offices are located in the lower peninsula of Michigan. Of the banking offices, 117 are owned by the subsidiary banks and 12 are leased from independent parties with remaining lease terms of one year and three months to thirteen years and five months. This leased property is considered insignificant.

Item 3.  Legal Proceedings.

Chemical's subsidiaries are parties, as plaintiff or defendant, to a number of legal proceedings, none of which is considered material, and all of which arose in the ordinary course of their operations.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

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Supplemental Item. Executive Officers of the Registrant.

Biographical information concerning Chemical's executive officers who are not directors or nominated for election to the Board of Directors, as of December 31, 2002, is presented below. Executive officer appointments are made or reaffirmed annually at the organizational meeting of the board of directors. At its regular meetings, the board of directors may also make other executive officer appointments.

Bruce M. Groom, age 61, is Executive Vice President and Senior Trust Officer of Chemical Bank and Trust Company. He joined Chemical Bank and Trust Company on April 29, 1985 as Senior Vice President and was promoted to Senior Trust Officer in May 1986, First Senior Vice President in January 2001 and Executive Vice President in February 2002. Mr. Groom is an attorney. Mr. Groom is a member of the Executive Management Committee of Chemical.

Lori A. Gwizdala, age 44, is Executive Vice President, Chief Financial Officer and Treasurer of Chemical. She joined Chemical as Controller on January 1, 1985 and was named Chief Financial Officer in May 1987, Senior Vice President in February 1991, Treasurer in April 1994 and Executive Vice President in January 2002. Ms. Gwizdala has served as Secretary to the board of directors of CFC Data Corp since May 1986, a director of CFC Financial Services, Inc. and CFC Title Services, Inc. since 1997, and a director of Chemical Bank West since January 2002. Ms. Gwizdala is a certified public accountant. Ms. Gwizdala is a member of the Executive Management Committee of Chemical.

Thomas W. Kohn, age 48, is President, Chief Executive Officer and a director of Chemical Bank West. Mr. Kohn became President of Chemical Bank Montcalm (merged into Chemical Bank West) in 1991 and President, Chief Executive Officer and a director of Chemical Bank West in January 2002. Mr. Kohn became a director of CFC Data Corp in April 2002. Mr. Kohn is a member of the Executive Management Committee of Chemical.

William C. Lauderbach, age 60, is Executive Vice President and Senior Investment Officer of Chemical Bank and Trust Company. He joined Chemical Bank and Trust Company as a Trust Officer on July 2, 1973, was promoted to Vice President and Trust Officer in March 1980, Investment Officer in January 1985, Senior Vice President in February 1991, First Senior Vice President in January 2001 and Executive Vice President in February 2002. Mr. Lauderbach is a member of the Executive Management Committee of Chemical.

James R. Milroy, age 42, is Executive Vice President and Chief Operating Officer of Chemical Financial Corporation. Mr. Milroy joined Shoreline Financial Corporation and Shoreline Bank in 1990 as Vice President and Comptroller. He was promoted to Senior Vice President and Comptroller in May 1993 and Executive Vice President and Comptroller in July 1997. Mr. Milroy was named President of Shoreline Financial Corporation in June 1999 and President and Chief Executive Officer of Chemical Bank Shoreline in January 2001. Mr. Milroy was named Executive Vice President and Chief Operating Officer of Chemical Financial Corporation in January 2002. Mr. Milroy became a director of Shoreline Bank in June 1999, the Chairman of the Board of CFC Data Corp in April 2002 and a director of CFC Financial Services, Inc. and CFC Title Services, Inc. in February 2002. Mr. Milroy is a member of the Executive Management Committee of Chemical.

John A. Reisner, age 57, is President, Chief Executive Officer and a director of Chemical Bank and Trust Company. Mr. Reisner joined the Chemical Financial organization in 1979 and has served in various senior management positions. Mr. Reisner served as President of Chemical Bank West for thirteen years prior to his appointment in January 2002 as President, Chief Executive Officer and a director of Chemical Bank and Trust Company. Mr. Reisner became a director of CFC Data Corp in April, 2001. Mr. Reisner is a member of the Executive Management Committee of Chemical.

James E. Tomczyk, age 50, is President, Chief Executive Officer and a director of Chemical Bank Shoreline. Mr. Tomczyk joined Shoreline Bank in February 1999 as Executive Vice President of its Private Banking, Trust, and Investment divisions and became Senior Executive Vice President of these divisions in October 2000. Mr. Tomczyk became President, Chief Executive Officer and a director of Chemical Bank Shoreline in January 2002. Mr. Tomczyk is a member of the Executive Management Committee of Chemical.

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PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder Matters.

The information under the heading "Market for Chemical Financial Corporation Common Stock and Related Shareholder Matters" on page 43 of the registrant's Annual Report to Shareholders for the year ended December 31, 2002, is here incorporated by reference.

Item 6.  Selected Financial Data.

The information under the caption "Five-Year Summary of Selected Financial Data" on page 2 and the sub-heading "Financial Highlights" of "Management's Discussion and Analysis" on pages 3 through 6 (inclusive) of the registrant's Annual Report to Shareholders for the year ended December 31, 2002, is here incorporated by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information under the heading "Management's Discussion and Analysis" on pages 3 through 21 (inclusive) of the registrant's Annual Report to Shareholders for the year ended December 31, 2002, is here incorporated by reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

The information under the sub-heading "Liquidity Risk" and "Interest Rate Risk" of "Management's Discussion and Analysis" on pages 16 through 20 (inclusive) of the registrant's Annual Report to Shareholders for the year ended December 31, 2002, is here incorporated by reference.

Item 8.  Financial Statements and Supplementary Data.

The financial statements, notes, and independent auditors' report on pages 22 through 42 (inclusive) of the registrant's Annual Report to Shareholders for the year ended December 31, 2002, is here incorporated by reference.

The information under the caption "Supplemental Quarterly Financial Information (Unaudited)" on page 43 of the registrant's Annual Report to Shareholders for the year ended December 31, 2002, is here incorporated by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

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PART III

Item 10.  Directors and Executive Officers of the Registrant.

The information set forth under the heading "Chemical Financial's Board of Directors and Nominees for Election as Directors" on pages 2 and 3 and the subheading "Section 16(a) Beneficial Ownership Reporting Compliance" on page 16 in the registrant's definitive Proxy Statement for its April 21, 2003 annual meeting of shareholders is here incorporated by reference.

Item 11.  Executive Compensation.

The information set forth under the heading "Executive Compensation" on pages 9 through 12 (inclusive) and the sub-heading "Compensation of Directors" on page 5 in the registrant's definitive Proxy Statement for its April 21, 2003 annual meeting of shareholders is here incorporated by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information set forth under the heading "Ownership of Chemical Financial Common Stock" on pages 6 and 7 in the registrant's definitive Proxy Statement for its April 21, 2003 annual meeting of shareholders is here incorporated by reference.

The following table presents information regarding the equity compensation plans both approved and not approved by shareholders at December 31, 2002:

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights                     (a)	Weighted-average exercise price of outstanding options, warrants and rights                     (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))                           (c)
Equity compensation plans approved by security holders	500,777	$24.97	418,904
Equity compensation plans not approved by security holders	- --	- --	73,903
Total	500,777	$24.97	492,807

Equity compensation plans approved by security holders include the Chemical Financial Corporation 1987 Award and Stock Option Plan, the Stock Incentive Plan of 1997 and the Chemical Financial Corporation Stock Option Plan for Holders of Shoreline Financial Corporation (the "Shoreline Plan"). These plans provide for awards of nonqualified stock options, incentive stock options, and/or stock appreciation rights, or a combination thereof.

The 1997 plan was approved by the shareholders at the April 21, 1997 annual meeting of shareholders. At the April 20, 1992 annual meeting of shareholders, the shareholders voted to increase the authorized shares issuable under the 1987 plan by 100,000 shares and extend the plan to April 20, 1997. Key employees of the Corporation and its subsidiaries, as the Compensation Committee of the board of directors may select from time to time, are eligible to receive awards under the 1997 plan. No employee of the Corporation may receive any awards under the 1997 plan while the employee is a member

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of the Compensation Committee. No new awards may be made under the 1987 plan or the Shoreline Plan. New awards for up to 418,904 shares may be made under the 1997 plan.

The plans (other than the Shoreline Plan) provide that the option price of incentive stock options awarded shall not be less than the fair market value of the Corporation's common stock on the date of grant. Historically, options granted under the plans are first exercisable from one to five years from the date of grant, at the discretion of the Compensation Committee, and expire not later than ten years and one day after the date of grant. Options granted may be designated nonqualified stock options or incentive stock options. Options granted may include stock appreciation rights that entitle the recipient to receive cash or a number of shares of common stock without payment to the Corporation that have a market value equal to the difference between the option price and the market price of the total number of shares awarded under the option at the time of exercise of the stock appreciation right. The plans provide, at the discretion of the Compensation Committee, that payment for exercise of an option ma y be made in the form of shares of the Corporation's common stock having a fair market value equal to the exercise price of the option at the time of exercise, or in cash. The plans also provide for the payment of the required tax withholding generated upon the exercise of a nonqualified stock option in the form of shares of the Corporation's common stock having a fair market value equal to the amount of the required tax withholding at the time of exercise, upon prior approval and at the discretion of the Compensation Committee. As of December 31, 2002, there were options outstanding under the Shoreline Plan for 17,884 shares of common stock with a weighted average exercise price of $19.45.

Equity compensation plans not approved by security holders consists of The Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors (the "Plan"), which became effective on March 25, 2002. The 1998 Stock Purchase Plan for Subsidiary Directors was terminated on March 25, 2002 and no shares were available for issuance under that plan at December 31, 2002. The Plan is designed to provide non-employee directors of the Corporation's subsidiaries and community banks, who are neither directors nor employees of the Corporation, the option of receiving their fees in the Corporation's stock. The Plan provides for a maximum of 75,000 shares of the Corporation's common stock, subject to adjustments for certain changes in the capital structure of the Corporation as defined in the Plan, to be available under the Plan. Subsidiary directors and community bank directors, who elect to participate in the Plan, may elect to contribute to the Plan fifty percent or one hundred percent of their board of director fees and/or fifty percent or one hundred percent of their director committee fees, earned as directors or community bank directors of the Corporation's subsidiaries. Contributions to the Plan are made by the Corporation's subsidiaries on behalf of each electing participant. Plan participants may terminate their participation in the Plan, at any time, by written notice of withdrawal to the Corporation. Participants will cease to be eligible to participate in the Plan when they cease to serve as directors or community bank directors of subsidiaries of the Corporation. Shares are distributed to participants annually.

Item 13.  Certain Relationships and Related Transactions.

The information set forth under the subheading "Certain Relationships and Related Transactions" on page 16 in the registrant's definitive Proxy Statement for its April 21, 2003 annual meeting of shareholders is here incorporated by reference.

Item 14.  Controls and Procedures.

Within 90 days prior to the date of filing this report, an evaluation was performed under the supervision and with the participation of the Corporation's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, the Corporation's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Corporation's disclosure controls and procedures were effective as of the time of such evaluation. There have been no significant changes in the Corporation's internal controls or in other factors that could significantly affect internal controls subsequent to the time of such evaluation.

11

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          (a)          (1)          Financial Statements. The following financial statements and independent auditors' report of Chemical Financial Corporation and its subsidiaries are filed as part of this report:

Consolidated Statements of Financial Position-December 31, 2002 and 2001
Consolidated Statements of Income for each of the three years in the period ended December 31, 2002
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2002
Consolidated Statements of Changes in Shareholders' Equity for each of the three years in the period
   ended December 31, 2002
Notes to Consolidated Financial Statements
Report of Independent Auditors dated January 21, 2003

The financial statements, the notes to financial statements, and the independent auditors' report listed above are incorporated by reference in Item 8 of this report from the corresponding portions of the registrant's Annual Report to Shareholders for the year ended December 31, 2002.

                    (2)          Financial Statement Schedules. The following independent auditors' report of Shoreline Financial Corporation and its subsidiaries is filed as part of this report:

          Report of Independent Auditors dated January 31, 2001

                    (3)          Exhibits. The following exhibits are filed as part of this report:

Number	Exhibit
3.1	Restated Articles of Incorporation. Previously filed as Exhibit 4.1 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
3.2	Restated Bylaws. Previously filed as Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
4	Long-Term Debt. The registrant has outstanding long-term debt which at the time of this report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Securities and Exchange Commission upon request.
10.1	Chemical Financial Corporation Stock Incentive Plan of 1997.* Previously filed as Appendix A to the registrant's definitive Proxy Statement with respect to its annual meeting of shareholders held on April 21, 1997. Here incorporated by reference.
10.2	Amended Award and Stock Option Plan of 1987.* Previously filed as Exhibit 10.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
10.3	Chemical Financial Corporation Deferred Compensation Plan for Directors.* Previously filed as Exhibit 10.3 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on March 26, 2001. Here incorporated by reference.

12

Number	Exhibit
10.4	Chemical Financial Corporation Supplemental Pension Plan.* Previously filed as Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 22, 1999. Here incorporated by reference.
10.5	Restated Aloysius J. Oliver Retirement Agreement.*
10.6	Dan L. Smith Retirement Agreement.* Previously filed as Exhibit 10.6 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
10.7	Chemical Financial Corporation Stock Option Plan for Holders of Shoreline Financial Corporation.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
10.8	Chemical Financial Corporation Stock Purchase Plan for Subsidiary and Community Bank Directors.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 25, 2002. Here incorporated by reference.
10.9	Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on January 7, 1999. Here incorporated by reference.
11	Computation of Per Share Earnings.
13	2002 Annual Report to Shareholders.
21	Subsidiaries.
23.1	Consent of Independent Auditors, Ernst & Young LLP.
23.2	Consent of Independent Auditors, Crowe, Chizek and Company LLP.
24	Powers of Attorney.
99.1	Chemical Financial Corporation 401(k) Savings Plan Audited Financial Statements, Notes and Supplemental Schedule.
99.2	Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors Audited Financial Statements and Notes.
99.3	Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors Audited Financial Statements and Notes.
99.4	Shoreline Financial Corporation 401(k) Profit Sharing Plan Audited Financial Statements, Notes and Supplemental Schedule.

_____________________

*  These agreements are management contracts or compensation plans or arrangements required to be filed as Exhibits to this Form 10-K.

13

Chemical will furnish a copy of any exhibit listed above to any shareholder of the registrant without charge upon written request to Ms. Lori A. Gwizdala, Chief Financial Officer, Chemical Financial Corporation, 333 East Main Street, Midland, Michigan 48640-0569.

          (b)          Reports on Form 8-K. There were no reports on Form 8-K filed during the last quarter of the year covered by this Annual Report on Form 10-K.

14

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.

	CHEMICAL FINANCIAL CORPORATION
March 14, 2003	s/ David B. Ramaker
	David B. Ramaker President and Chief Executive Officer (Principal Executive Officer)
March 14, 2003	s/ Lori A. Gwizdala
	Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

15

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 14, 2003	s/ David B. Ramaker
	David B. Ramaker President and Chief Executive Officer and Director (Principal Executive Officer)
March 14, 2003	*s/ J. Daniel Bernson
	J. Daniel Bernson Director
March 14, 2003	*s/ Nancy Bowman
	Nancy Bowman Director
March 14, 2003	*s/ James A. Currie
	James A. Currie Director
March 14, 2003	*s/ Michael L. Dow
	Michael L. Dow Director
March 14, 2003		s/ Lori A. Gwizdala
		Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
March 14, 2003	*s/ L. Richard Marzke
	L. Richard Marzke Director
March 14, 2003	*s/ Terence F. Moore
	Terence F. Moore Director
March 14, 2003	*s/ Aloysius J. Oliver
	Aloysius J. Oliver Chairman of the Board and Director
March 14, 2003	*s/ Frank P. Popoff
	Frank P. Popoff Director

16

March 14, 2003	*s/ Dan L. Smith
	Dan L. Smith Director
March 14, 2003	*s/ William S. Stavropoulos
	William S. Stavropoulos Director

*By	s/Lori A. Gwizdala
	Lori A. Gwizdala Attorney-in-Fact

17

CERTIFICATIONS

I, David B. Ramaker, certify that:

1.	I have reviewed this annual report on Form 10-K of Chemical Financial Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a 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 annual 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	Designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 14, 2003

s/ David B. Ramaker

David B. Ramaker
President and Chief Executive Officer
Chemical Financial Corporation

18

I, Lori A. Gwizdala, certify that:

1.	I have reviewed this annual report on Form 10-K of Chemical Financial Corporation;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a 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 annual 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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	Designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
	c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and
6.	The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 14, 2003

s/ Lori A. Gwizdala

Lori A. Gwizdala
Executive Vice President, Chief Financial
   Officer and Treasurer
Chemical Financial Corporation

19

EXHIBIT INDEX

Number	Exhibit
3.1	Restated Articles of Incorporation. Previously filed as Exhibit 4.1 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
3.2	Restated Bylaws. Previously filed as Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
4	Long-Term Debt. The registrant has outstanding long-term debt which at the time of this report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Securities and Exchange Commission upon request.
10.1	Chemical Financial Corporation Stock Incentive Plan of 1997.* Previously filed as Appendix A to the registrant's definitive Proxy Statement with respect to its annual meeting of shareholders held on April 21, 1997. Here incorporated by reference.
10.2	Amended Award and Stock Option Plan of 1987.* Previously filed as Exhibit 10.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
10.3	Chemical Financial Corporation Deferred Compensation Plan for Directors.* Previously filed as Exhibit 10.3 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on March 26, 2001. Here incorporated by reference.
10.4	Chemical Financial Corporation Supplemental Pension Plan.* Previously filed as Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 22, 1999. Here incorporated by reference.
10.5	Restated Aloysius J. Oliver Retirement Agreement.*
10.6	Dan L. Smith Retirement Agreement.* Previously filed as Exhibit 10.6 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
10.7	Chemical Financial Corporation Stock Option Plan for Holders of Shoreline Financial Corporation.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
10.8	Chemical Financial Corporation Stock Purchase Plan for Subsidiary and Community Bank Directors.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 25, 2002. Here incorporated by reference.
10.9	Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on January 7, 1999. Here incorporated by reference.
11	Computation of Per Share Earnings.
13	2002 Annual Report to Shareholders.
21	Subsidiaries.

20

Number	Exhibit
23.1	Consent of Independent Auditors, Ernst & Young LLP.
23.2	Consent of Independent Auditors, Crowe, Chizek and Company LLP.
24	Powers of Attorney.
99.1	Chemical Financial Corporation 401(k) Savings Plan Audited Financial Statements, Notes and Supplemental Schedule.
99.2	Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors Audited Financial Statements and Notes.
99.3	Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors Audited Financial Statements and Notes.
99.4	Shoreline Financial Corporation 401(k) Profit Sharing Plan Audited Financial Statements, Notes and Supplemental Schedule.

_____________________

* These agreements are management contracts or compensation or arrangements required to be filed as Exhibits to this Form 10-K.

21

[CROWE CHIZEK LOGO]

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Shoreline Financial Corporation
Benton Harbor, Michigan

We have audited the accompanying consolidated balance sheets of Shoreline Financial Corporation as of December 31, 2000 and 1999 and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the years ended December 31, 2000, 1999 and 1998. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Shoreline Financial Corporation as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years ended December 31, 2000, 1999 and 1998 in conformity with generally accepted accounting principles.

	/s/ Crowe, Chizek and Company LLP Crowe, Chizek and Company LLP
South Bend, Indiana January 31, 2001

EX-10.5

EXHIBIT 10.5

RETIREMENT AGREEMENT

                    THIS AGREEMENT is made this 19th day of November, 2001, between ALOYSIUS J. OLIVER ("Mr. Oliver") and CHEMICAL FINANCIAL CORPORATION ("Chemical"), and joined in by its subsidiary, CHEMICAL BANK AND TRUST COMPANY ("Chemical Bank");

                    WHEREAS, Chemical is a financial holding company and a Michigan corporation; and

                    WHEREAS, Chemical believes that its ability to conduct its business successfully is dependent upon retaining key management employees until such time as they retire; and

                    WHEREAS, Mr. Oliver has been employed in an important management and chief executive position with in Chemical for over 44 years, and the parties desire to continue to maintain a relationship upon the terms and conditions set forth herein; and

                    WHEREAS, Mr. Oliver has determined to retire from the active management of Chemical, but has agreed to provide assistance and advice to Chemical.

                    IT IS, THEREFORE, AGREED AS FOLLOWS:

                    1.          Retirement. Effective the close of business December 31, 2001, Mr. Oliver resigned and retired from his position as President and Chief Executive Officer of Chemical Financial Corporation. Mr. Oliver shall continue to serve on the Boards of Chemical and Chemical Bank and will become Chemical's non-executive Chairman effective January 1, 2002, from January 1, 2002 through December 31, 2002, without compensation for Directors' meetings. Mr. Oliver may thereafter continue his service to Chemical for such time and in such role as Chemical and he deem appropriate.

                    2.          Compensation and Benefits. Chemical agrees to pay to Mr. Oliver an annual compensation of Fifty Thousand Dollars ($50,000.00), commencing on the first day of January, 2002, for a period of one year or until his death, if earlier. Payments to Mr. Oliver will be made on the first business day of each month during the term of this Agreement.

          Mr. Oliver shall be provided group health benefits in accordance with the terms of Chemical's Retiree Medical and Dental Plan. If at any time Chemical terminates any such insurance plan for its retirees, Chemical may also terminate such plan for Mr. Oliver; if Chemical substitutes medical and hospitalization insurance plans for its retirees or provides additional medical or hospitalization insurance coverage for its retirees, then such substituted and/or additional insurance coverage shall be made available to Mr. Oliver.

                    3.          Covenant Not To Compete. Mr. Oliver agrees that during the period that payments are being made to him hereunder, he shall not enter into employment or any form of equity ownership of any business which is competitive with the businesses related to, affiliated with, or managed by Chemical; provided, however, that the parties agree that this provision will be limited to a geographic area consisting of a fifty (50) mile radius from each existing business location of Chemical or any business related to, affiliated with, or managed by Chemical. In the event the Board of Directors of Chemical determines that Mr. Oliver is in violation of this covenant not to compete, it shall give written notice to him. Mr. Oliver shall have a period of ninety (90) days from the date of such notice to cease his competitive activity, and the payments hereunder shall continue during such period. If the competitive act ivity is not terminated within the ninety (90) day period, further payments hereunder shall cease. In the

event of a dispute hereunder, the parties agree to submit their disagreement to arbitration. Nothing in this Section 3 shall be construed to prevent Mr. Oliver from acquiring or holding, directly or indirectly, securities of any corporation or other entity the securities of which are listed for trading on any national or regional securities exchange or quoted on any automated quotation system sponsored by the National Association of Securities Dealers, Inc. as long as Mr. Oliver's total beneficial ownership in any such corporation or entity does not exceed five percent (5%) of the total securities outstanding of such corporation or entity.

                    4.          No Assignment. This Agreement is personal to each party to this Agreement and no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the others.

                    5.          Modification. This Agreement supersedes all prior agreements with respect to the matters covered hereby, and no modification of this Agreement shall be valid unless it is in writing and signed by Chemical and by Mr. Oliver.

                    6.          Construction. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan.

                    7.          Headings. The paragraph headings in this Agreement are for convenient reference only, and shall not modify or amend the express terms hereof.

                    8.          Successors and Assigns. This Agreement shall be binding upon, and shall insure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors and assigns.

DATED: December 3, 2001	/s/ Aloysius J. Oliver Aloysius J. Oliver
DATED: December 3, 2001	CHEMICAL FINANCIAL CORPORATION By /s/ Alan W. Ott      Alan W. Ott      Its Chairman
DATED: December 3, 2001	CHEMICAL BANK AND TRUST COMPANY By /s/ David B. Ramaker      David B. Ramaker      Its President & Chief Executive Officer

FIRST AMENDMENT TO
RETIREMENT AGREEMENT

          This First Amendment made effective the 31st day of December, 2002, between Aloysius J. Oliver (Oliver) and Chemical Financial Corporation (Chemical), and joined in by Chemical Bank and Trust Company (Chemical Bank).

          WHEREAS Oliver, Chemical and Chemical Bank are parties to an agreement dated November 19, 2002, governing the terms of Oliver's continued service to Chemical following his retirement from full-time employment (the Agreement); and

          WHEREAS the parties desire to extend the term of the Agreement;

IT IS, THEREFORE, AGREED AS FOLLOWS:

          1. Term. Paragraph 1 of the Agreement is amended to provide that rather than expiring on December 31, 2002, the Agreement will remain in effect until December 31, 2003.

          2. Continuing Validity. In all other respects the Agreement continues effective in accordance with its original terms.

IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first stated above.

Oliver	Chemical Financial Corporation
/s/ Aloysius J. Oliver	By: /s/ David B. Ramaker
Aloysius J. Oliver	David B. Ramaker      President and C.E.O.
	Chemical Bank and Trust Company
	By: /s/ David B. Ramaker
	David B. Ramaker,      Chairman

EX-11

EXHIBIT NO. 11

Computation of Per Share Earnings

	Year Ended December 31
	2002	2001		2000
	(Amounts in thousands, except per share amounts)
BASIC:
Average shares outstanding	23,677	23,626	23,570
Net income	$54,945	$42,723	$40,801
Net income per common share	$2.32	$1.81	$1.73
DILUTED:
Average shares outstanding	23,677	23,626	23,570
Net effect of the assumed exercise of
stock options-based on the treasury
stock method using average market price	65	66	71
	23,742	23,692	23,641
Net income	$54,945	$42,723	$40,801
Net income per common share	$2.31	$1.80	$1.72

EX-13

EXHIBIT NO. 13

CHEMICAL

FINANCIAL CORPORATIONSM

2002

Annual Report

to Shareholders

CHEMICAL FINANCIAL CORPORATION

2002 ANNUAL REPORT TO SHAREHOLDERS

Contents	Page
Chemical Financial Corporation		1
Five-Year Summary of Selected Financial Data		2
Management’s Discussion and Analysis		3
Consolidated Financial Statements		22
Notes to Consolidated Financial Statements		26
Report of Independent Auditors		42
Supplemental Quarterly Financial Information (Unaudited)		43
Market for Chemical Financial Corporation Common Stock and Related Shareholder Matters		43
Chemical Financial Corporation Directors and Executive Officers		44

CHEMICAL FINANCIAL CORPORATION

This is Chemical Financial Corporation’s 2002 Annual Report to Shareholders. Chemical Financial Corporation (“Chemical” or the “Corporation”) is a diversified financial services company providing a full range of commercial, consumer, mortgage, trust, insurance and financial planning services. Chemical served a broad customer base through 129 banking offices and 2 loan production offices across 32 counties in the lower peninsula of Michigan as of December 31, 2002.

The Corporation is headquartered in Midland, Michigan, and had total assets of $3.6 billion at December 31, 2002. In addition to its banking offices, the Corporation had 137 ATM locations, with 41 located off-bank premises. The Corporation offers trust and investment services, including financial and estate planning, retirement programs, investment management and custodial services and employee benefit programs through the trust department of its lead subsidiary bank. At December 31, 2002, the trust department had assets of $1.82 billion.

At year-end, the Corporation had 1,412 employees on a full-time equivalent basis and its shareholders totaled approximately 9,100, of which approximately 5,500 were shareholders of record.

Chemical Financial Corporation’s 2002 Annual Report to Shareholders contains audited financial statements and a detailed financial review. Although attached to our proxy statement, this report is not part of our proxy statement, is not deemed to be soliciting material, and is not deemed to be filed with the Securities and Exchange Commission (the “SEC”) except to the extent that it is expressly incorporated by reference in a document filed with the SEC.

The 2002 Summary Annual Report accompanies the proxy statement. This report presents information concerning the business and financial results of Chemical Financial Corporation in a format and level of detail that we believe our shareholders will find useful and informative. Shareholders who would like to receive even more detailed information than that contained in this 2002 Annual Report to Shareholders are invited to request our Annual Report on Form 10-K.

Our 2002 Annual Report on Form 10-K, as filed with the SEC, including financial statements and financial statement schedules will be provided to any shareholder, without charge, upon written request to Chemical Financial Corporation, Attn: Lori A. Gwizdala, Chief Financial Officer, 333 E. Main Street, Midland, Michigan 48640. The Annual Report on Form 10-K will also be available via our internet website www.chemicalbankmi.com in the “Investor Information” section.

1

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

		Years Ended December 31
		2002			2001			2000			1999			1998
Operating Results (In thousands)
Net interest income			$145,692		$	130,068		$	114,908		$	111,504		$	105,971
Provision for loan losses			3,765			2,004			1,587			963			1,564
Noninterest income			34,534			31,873			25,495			24,220			23,739
Operating expenses			93,526			94,597			78,294			74,546			71,730
Net operating income(1)			54,945			49,800			40,801			40,459			38,160
Net income			54,945			42,723			40,801			40,459			38,160
Per Share Data(2)
Net income
	Basic		$2.32		$	1.81		$	1.73		$	1.70		$	1.59
	Diluted		2.31			1.80			1.72			1.69			1.58
Net operating income(1)
	Basic		2.32			2.11			1.73			1.70			1.59
	Diluted		2.31			2.10			1.72			1.69			1.58
Cash dividends declared and paid			.91			.87			.80			.72			.67
Book value at end of period			18.17			16.48			15.17			13.91			13.70
Market value at end of period			30.59			28.67			21.09			26.70			28.87
Shares outstanding at end of period (In thousands)(2)			23,684			23,640			23,592			23,680			24,011
At Year End (In thousands)
Assets		$	3,568,893		$	3,488,306		$	3,047,388		$	2,903,612		$	2,827,890
Loans			2,075,186			2,182,541			1,848,630			1,711,570			1,533,452
Deposits			2,847,272			2,789,524			2,443,155			2,354,656			2,350,113
Federal Home Loan Bank borrowings			157,393			167,893			116,806			111,025			57,478
Shareholders’ equity			430,339			389,456			357,910			329,398			329,050
Average Balances (In thousands)
Assets		$	3,539,138		$	3,213,561		$	3,000,505		$	2,868,323		$	2,712,472
Interest-earning assets			3,326,111			3,026,296			2,813,073			2,675,669			2,538,041
Loans			2,085,744			1,996,803			1,771,306			1,618,566			1,500,631
Deposits			2,825,975			2,582,480			2,431,954			2,355,876			2,261,033
Federal Home Loan Bank borrowings			162,332			132,103			107,215			84,993			59,866
Shareholders’ equity			406,762			369,829			340,181			329,244			313,806
Financial Ratios
Return on average assets – net income			1.55	%		1.33	%		1.36	%		1.41	%		1.41	%
Return on average assets – net operating income(1)			1.55			1.55			1.36			1.41			1.41
Return on average equity – net income			13.5			11.6			12.0			12.3			12.2
Return on average equity – net operating income(1)			13.5			13.5			12.0			12.3			12.2
Net interest margin			4.44			4.38			4.18			4.27			4.28
Efficiency ratio(3)			51.3			52.0			54.7			53.9			54.2
Average shareholders’ equity to average assets			11.5			11.5			11.3			11.5			11.6
Cash dividends paid per share to diluted net income per share			39.4			48.3			46.5			42.6			42.4
Tangible equity to assets			11.0			10.1			11.1			10.7			11.0
Total risk-based capital			18.6			17.4			21.1			22.0			22.6
Credit Quality Statistics
Allowance for loan losses to total loans			1.48	%		1.42	%		1.45	%		1.53	%		1.69	%
Nonperforming loans as a percent of total loans			.35			.60			.47			.30			.30
Nonperforming assets as a percent of total assets			.32			.40			.31			.19			.19
Net loans charged off as a percent of average loans			.20			.08			.05			.05			.05

(1)	Excludes merger and restructuring expenses of $7.1 million, or $.30 diluted earnings per share, on an after-tax basis incurred in 2001.
(2)	Adjusted for stock dividends and stock splits.
(3)	Total operating expenses, excluding merger and restructuring expenses of $9.2 million in 2001, divided by the sum of net interest income (fully taxable equivalent) and noninterest income.

2

MANAGEMENT’S DISCUSSION AND ANALYSIS

BUSINESS OF THE CORPORATION

The Corporation is a financial holding company with its business concentrated in a single industry segment – commercial banking. The Corporation, through its bank subsidiaries, offers a full range of commercial banking services. These banking services include accepting deposits, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, electronically accessed banking products, residential and commercial real estate financing, commercial lending, consumer financing, debit cards, safe deposit box services, money transfer services, automated teller machines, access to insurance products and corporate and personal trust services. The Corporation also has a data processing subsidiary. This subsidiary provides data processing services to the majority of the Corporation’s subsidiary banks and to outside customers. The data processing services provided to the Corporation’s subsidiaries represented 92% of total revenue of the data processing subsidiary in 2002, 90% in 2001 and 89% in 2000.

The principal markets for the Corporation’s commercial banking services are communities within Michigan in which the Corporation’s subsidiaries are located and the areas immediately surrounding these communities. As of December 31, 2002, the Corporation operated three regional subsidiary banks: Chemical Bank and Trust Company, headquartered in Midland, Michigan; Chemical Bank Shoreline, headquartered in Benton Harbor, Michigan; and Chemical Bank West, headquartered in Grand Rapids, Michigan. Together, they serve 86 communities through 129 banking offices and 2 loan origination offices located in 32 counties across Michigan’s lower peninsula. In addition to its banking offices, the Corporation operated 137 automated teller machines, both on and off bank premises.

The principal sources of revenues for the Corporation are interest and fees on loans, which accounted for 63% of total revenues in 2002, 64% of total revenues in 2001 and 62% of total revenues in 2000. Interest on investment securities is also a significant source of revenue, accounting for 21% of total revenues in 2002 and 2001 and 24% of total revenues in 2000. Chemical Bank and Trust Company, the Corporation’s largest subsidiary and lead bank, represented 38% of total loans and 46% of total deposits of the Corporation at December 31, 2002.

FINANCIAL HIGHLIGHTS

The following discussion and analysis is intended to cover the significant factors affecting the Corporation’s consolidated statements of financial position and income included in this report. It is designed to provide shareholders with a more comprehensive review of the consolidated operating results and financial position of the Corporation than could be obtained from an examination of the financial statements alone.

On December 9, 2002, the Corporation declared a five percent stock dividend that was paid January 24, 2003 to shareholders of record on January 6, 2003. All per share amounts and shares outstanding have been adjusted for this stock dividend.

Application of Critical Accounting Policies

The Corporation’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements. As this information changes, the consolidated financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value or when a decline in the value of an asset not carried at fair value on the financial statements warrants an impairment write-down or valuation reserve to be established. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by third-party sources, when available. When third-party information is not available, valuation adjustments are estimated by management primarily through the use of internal discounted cash flow analysis.

The most significant accounting policies followed by the Corporation are presented in Note A to the consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in “Management’s Discussion and Analysis,” provide information on how significant assets and liabilities are valued in the consolidated financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, estimates and assumptions underlying those amounts, management has identified the determination of the allowance for loan losses to be the accounting area that requires the most subjective

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MANAGEMENT’S DISCUSSION AND ANALYSIS

FINANCIAL HIGHLIGHTS (CONTINUED)

or complex judgments, and as such, could be most subject to revision as new information becomes available.

The allowance for loan losses represents management’s estimate of credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated statement of financial position. Note A to the consolidated financial statements describes the methodology used to determine the allowance for loan losses. In addition, a discussion of the factors driving changes in the amount of the allowance for loan losses is included in the “Provision and Allowance for Loan Losses” section of “Management’s Discussion and Analysis.”

Mergers, Acquisitions and Consolidations

The Corporation’s primary method of expansion into new banking markets has been through acquisitions of other financial institutions and bank branches. During the three years ended December 31, 2002, the Corporation made the following merger, acquisitions and consolidations:

On September 14, 2001, the Corporation acquired Bank West Financial Corporation (“BWFC”). BWFC was the parent company of Bank West, a Michigan stock savings bank with five full-service branches and one loan production office in Kent and Ottawa counties in Michigan. The purchase added approximately $300 million in total assets, $232 million in total loans and $194 million in total deposits as of the date of acquisition, for which the Corporation paid a premium of $7.3 million. Bank West was merged into the Corporation’s existing subsidiary, Chemical Bank West. The Corporation exchanged $29.2 million in cash for all of the outstanding stock of BWFC.

On July 13, 2001, the Corporation acquired four branch banking offices from Fifth Third Bank and Old Kent Bank in Holland, Zeeland, Grand Haven and Fremont, Michigan. The purchase of the four branch banking offices added total deposits of approximately $144 million and total loans of $97 million as of the date of acquisition, for which the Corporation paid a premium of $15.3 million. The offices in Holland, Zeeland and Grand Haven are being operated as branches of Chemical Bank Shoreline, and Chemical Bank West is operating the office in Fremont.

The acquisitions of the four branches and BWFC in 2001 were accounted for by the purchase method of accounting; therefore, the financial results of these operations are included from their respective acquisition dates, with no restatement of prior period amounts.

On January 9, 2001, the Corporation merged with Shoreline Financial Corporation (“Shoreline”), a one-bank holding company headquartered in Benton Harbor, Michigan and parent company of Shoreline Bank. As of the effective date of the transaction, Shoreline had total assets of approximately $1.1 billion, total deposits of approximately $.8 billion and total loans of approximately $.8 billion. The Corporation is operating Shoreline Bank through a separate subsidiary of the Corporation, Chemical Bank Shoreline, with its headquarters in Benton Harbor. The Corporation issued approximately 8.2 million shares of common stock for all of the outstanding stock of Shoreline. The transaction was accounted for as a pooling of interests business combination and, therefore, all prior period amounts included in the consolidated financial statements were restated to include Shoreline as if it had always been part of the Corporation.

On December 31, 2000, the Corporation consolidated nine of its then ten subsidiary banks into two; Chemical Bank and Trust Company and Chemical Bank West. Chemical Bank South, headquartered in Marshall, Michigan remained a separate subsidiary until October 26, 2001 when it was consolidated into Chemical Bank Shoreline.

In conjunction with the merger with Shoreline and the internal consolidations, the Corporation recognized $9.2 million ($7.1 million on an after-tax basis) of merger and restructuring expenses during the first quarter of 2001. The term “net operating income” utilized in this report is defined as net income before the impact of the after-tax $7.1 million of merger and restructuring expenses. Net operating income is a measure not defined under accounting principles generally accepted in the United States.

On March 24, 2000, the Corporation acquired two branch banking offices from Old Kent Bank located in Evart and Morrice, Michigan. The branches had total deposits of approximately $15 million and $10 million, respectively, as of that date, for which the Corporation paid a premium of approximately $1.7 million. The offices became branch offices of existing bank subsidiaries. The transaction was accounted for by the purchase method of accounting.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

TABLE 1. FIVE-YEAR INCOME STATEMENT – TAX EQUIVALENT BASIS* – AS A PERCENTAGE OF AVERAGE TOTAL ASSETS

	Years Ended December 31
		2002			2001			2000			1999			1998
INTEREST INCOME
Interest and fees on loans		4.41	%		5.05	%		4.93	%		4.62	%		4.72	%
Interest on investment securities		1.53			1.69			1.93			2.01			2.09
Interest on short-term investments		.08			.16			.26			.17			.26
TOTAL INTEREST INCOME		6.02			6.90			7.12			6.80			7.07
INTEREST EXPENSE
Interest on deposits		1.57			2.47			2.84			2.57			2.86
Interest on FHLB borrowings		.25			.23			.22			.16			.13
Interest on other borrowings – short-term		.03			.08			.14			.09			.08
TOTAL INTEREST EXPENSE		1.85			2.78			3.20			2.82			3.07
NET INTEREST INCOME		4.17			4.12			3.92			3.98			4.00
Provision for loan losses		.11			.06			.05			.03			.06
NONINTEREST INCOME
Service charges and fees		.60			.55			.54			.50			.45
Trust services revenue		.18			.20			.23			.22			.20
Mortgage banking revenue		.21			.20			.06			.08			.12
Other		(.01	)		.04			.02			.04			.10
TOTAL NONINTEREST INCOME		.98			.99			.85			.84			.87
OPERATING EXPENSES
Salaries, wages and benefits		1.53			1.50			1.52			1.50			1.52
Occupancy		.21			.21			.21			.22			.22
Equipment		.24			.24			.21			.20			.19
Merger and restructuring expenses		–			.29			–			–			–
Other		.66			.70			.67			.68			.71
TOTAL OPERATING EXPENSES		2.64			2.94			2.61			2.60			2.64
INCOME BEFORE INCOME TAXES		2.40			2.11			2.11			2.19			2.17
Federal income taxes		.79			.70			.66			.69			.67
Tax equivalent adjustment		.06			.08			.09			.09			.09
NET INCOME		1.55	%		1.33	%		1.36	%		1.41	%		1.41	%
AVERAGE TOTAL ASSETS – In thousands	$	3,539,138		$	3,213,561		$	3,000,505		$	2,868,323		$	2,712,472

*  Taxable equivalent basis using a federal income tax rate of 35%.

Net Income

Net income in 2002 was $54.9 million, or $2.31 per diluted share, compared to net income of $42.7 million, or $1.80 per diluted share, in 2001. Net income in 2002 represented a 28.6% increase over 2001 net income, while 2002 net income per share represented a 28.3% increase over 2001 net income per share.

The Corporation incurred pre-tax merger and restructuring expenses of $9.2 million ($7.1 million after-tax) in 2001. The expenses were incurred in connection with the merger between the Corporation and Shoreline and the consolidation of nine of the Corporation’s subsidiary banks into two.

The Corporation defined net operating income in 2001 as net income before the impact of the merger and restructuring expenses of $7.1 million on an after-tax basis. Net operating income in 2001 was $49.8 million, or $2.10 per diluted share. Net income in 2002 compared to net operating income in 2001 was up $5.1 million, or 10.3%. Net operating income per share has increased at an average annual compound rate of 9.6% during the five-year period ended December 31, 2002.

The Corporation’s return on average assets, based on net operating income, was 1.55% in both 2002 and 2001 and 1.36% in 2000. The Corporation’s return on average shareholders’ equity, based on net operating income, was 13.5% in both 2002 and 2001 and 12.0% in 2000.

Deposits

The Corporation’s average deposit balances and average rates paid on deposits for the past three years are included in Table 2. Average total deposits were $243 million, or 9.4%, higher in 2002 as compared to 2001. Average total deposits were $151 million, or 6.2% higher in 2001 as compared to 2000. The growth in average deposits during 2001 and

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MANAGEMENT’S DISCUSSION AND ANALYSIS

FINANCIAL HIGHLIGHTS (CONTINUED)

2002 was primarily attributable to the purchase acquisitions occurring in the second half of 2001. The Corporation experienced slight changes in the mix of its deposits during 2002 as a result of the significant decrease in overall market interest rates during both 2001 and 2002. The declining interest rate environment prompted many customers to transfer funds from their maturing certificates of deposit to their savings and money market deposit accounts. As a result, time deposits less than $100,000 decreased $81 million, or 9.4%, while savings and money market accounts increased by $124 million, or 9.8%, during the twelve months ended December 31, 2002.

It is the Corporation’s strategy to develop customer relationships that will drive steady core deposit growth and stability. The Corporation gathers deposits from the local markets of its bank subsidiaries. The Corporation had $18.3 million of brokered deposits as of December 31, 2002, that were obtained as part of the 2001 acquisitions. The Corporation does not intend to seek additional brokered deposits as part of its deposit gathering strategy.

The growth of the Corporation’s deposits is impacted by competition from other investment products, such as brokerage accounts, mutual funds and various annuity products. These investment products are sold by a wide spectrum of organizations, such as brokerage and insurance companies, as well as by financial institutions.

The Corporation’s subsidiary banks, through “CFC Investment Centers,” offer a wide array of mutual funds, annuity products and market securities through alliances with BankMark and FutureShare Financial Services. CFC Investment Centers offer customers a broad spectrum of investment products and services. During 2002, customers purchased $33.8 million of annuity and mutual fund investments through CFC Investment Centers. In addition, the trust department of Chemical Bank and Trust Company offers customers a variety of investment products and services. Two of these products are “ChemVest Advantage,” which provides customers with professional assistance in allocating their funds among a variety of institutional mutual funds, and “ChemSelect-IRA,” which allows customers to choose their own asset allocation and risk tolerance among a variety of mutual funds, without any sales charges or transaction fees. At December 31, 2002, these two trust department investment products had balances totaling $30.1 million.

Assets

Average assets were $3.54 billion during 2002, an increase of $326 million, or 10.1%, over average assets during 2001 of $3.21 billion. Average assets increased $213 million, or 7.1%, during 2001 over average assets of $3.0 billion in 2000.

Cash Dividends

During 2002, cash dividends per share were $.91, a 5% increase over cash dividends per share in 2001 of $.87.

The Corporation has paid regular cash dividends every quarter since it was organized as a bank holding company in 1973. The compound annual growth rate of the Corporation’s cash dividends per share over the past five- and ten-year periods ended December 31, 2002 was 9.6% and 12.1%, respectively. The earnings of the Corporation’s subsidiaries are the principal source of funds to pay cash dividends to shareholders. Cash dividends are dependent upon the earnings of the Corporation’s subsidiaries, as well as capital requirements, regulatory restraints and other factors affecting each of the Corporation’s subsidiary banks.

The Corporation’s annual cash dividends per share over the past five years, adjusted for all stock dividends and stock splits, were as follows:

	2002		2001		2000		1999		1998
Annual Dividend	$	.91	$	.87	$	.80	$	.72	$	.67

NET INTEREST INCOME

Interest income is the total amount earned on funds invested in loans, investment securities, other interest-bearing deposits and federal funds sold. Interest expense is the amount of interest paid on interest-bearing checking accounts and savings and time deposits, as well as on other borrowings – short-term and Federal Home Loan Bank borrowings. Net interest income, on a fully taxable equivalent (FTE) basis, is the difference between interest income and interest expense adjusted for the tax benefit received on tax-exempt commercial loans and investment securities. Net interest margin is calculated by dividing net interest income (FTE) by average interest-earning assets. Net interest spread is the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

Net interest income is influenced by a variety of factors, including changes in the volume of interest-earning assets, changes in the mix of interest-earning assets and interest-bearing liabilities, the proportion of interest-earning assets that are funded by noninterest-bearing liabilities (demand deposits) and equity capital, market rates of interest which are impacted by the national economy, monetary policies of the Federal Reserve Board, and variations in interest sensitivity between interest-earning assets and interest-bearing liabilities. Some of these factors are controlled to a certain extent by management policies and actions. However, conditions beyond management’s control also have an impact on changes in net interest income. These

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MANAGEMENT’S DISCUSSION AND ANALYSIS

conditions include changes in market interest rates, the strength of credit demand by customers, competition from other financial institutions, the growth of deposit accounts at non-bank financial competitors and the continued growth in equity, mutual fund and annuity investments. Management monitors the Corporation’s consolidated statement of financial position to reduce the potential adverse impact on net interest income caused by significant changes in interest rates. The Corporation’s policies in this regard are further discussed in the section titled “Interest Rate Risk.”

Table 2 presents, for 2002, 2001 and 2000, average daily balances of the Corporation’s major categories of assets and liabilities, interest income and expense on a fully taxable equivalent (FTE) basis, average interest rates earned and paid on the assets and liabilities, net interest income, net interest spread and net interest margin.

Table 3 allocates the dollar change in net interest income (FTE) between the portion attributable to changes in the average volume of interest-earning assets and interest-bearing liabilities, including changes in the mix of assets and liabilities, and changes in average interest rates earned and paid.

During 2002, short-term interest rates remained constant until November when the Federal Reserve Board’s Open Market Committee lowered the Discount and Federal Funds rates by 50 basis points. The prime rate declined from 4.75% on January 1, 2002 to 4.25% on December 31, 2002. The net effect of the lower interest rate environment increased net interest margin and net interest spread in 2002 compared to 2001. Net interest margin for 2002 was 4.44%, compared to 4.38% in 2001. Net interest spread for 2002 was 3.94%, compared to 3.62% for 2001. The Corporation is slightly interest liability sensitive, which means that the Corporation’s interest-bearing liabilities

TABLE 2. AVERAGE BALANCES, TAX EQUIVALENT INTEREST AND EFFECTIVE YIELDS AND RATES* (Dollars in thousands)

		Years Ended December 31
		2002							2001							2000
				Tax		Effective					Tax		Effective					Tax		Effective
		Average		Equivalent		Yield/			Average		Equivalent		Yield/			Average		Equivalent		Yield/
		Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate
ASSETS
Interest-earning Assets:
	Loans**	$	2,085,744	$	156,270		7.49	%	$	1,996,803	$	162,201		8.12	%	$	1,771,306	$	147,811		8.34	%
	Taxable investment securities		1,014,973		49,554		4.88			828,726		49,184		5.93			853,346		52,667		6.17
	Non-taxable investment securities		55,144		4,566		8.28			61,825		4,993		8.08			65,272		5,277		8.08
	Federal funds sold		121,200		2,000		1.65			116,176		4,604		3.96			113,256		7,092		6.26
	Interest-bearing deposits with unaffiliated banks		49,050		776		1.58			22,766		681		2.99			9,893		623		6.30
Total interest-earning assets			3,326,111		213,166		6.41			3,026,296		221,663		7.32			2,813,073		213,470		7.59
Less: Allowance for loan losses			31,098							28,644							26,393
Other Assets:
	Cash and due from banks		121,499							118,312							112,142
	Premises and equipment		43,104							39,003							37,494
	Accrued income and other assets		79,522							58,594							64,189
Total Assets		$	3,539,138						$	3,213,561						$	3,000,505
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing Liabilities:
	Interest-bearing demand deposits	$	492,824	$	4,594		.93	%	$	466,320	$	9,685		2.08	%	$	430,743	$	12,453		2.89	%
	Savings deposits		848,908		13,538		1.59			686,511		16,729		2.44			660,098		19,027		2.88
	Time deposits		1,035,506		37,404		3.61			1,023,808		52,813		5.16			962,992		53,723		5.58
	Federal Home Loan Bank borrowings		162,332		8,848		5.45			132,103		7,285		5.51			107,215		6,526		6.09
	Other borrowings – short term		108,469		968		.89			101,834		2,670		2.62			88,933		4,227		4.75
Total interest-bearing liabilities			2,648,039		65,352		2.47			2,410,576		89,182		3.70			2,249,981		95,956		4.27
Noninterest-bearing deposits			448,737							405,841							378,121
	Total deposits and borrowed funds		3,096,776							2,816,417							2,628,102
Accrued expenses and other liabilities			35,600							27,315							32,222
Shareholders’ equity			406,762							369,829							340,181
Total Liabilities and Shareholders’ Equity		$	3,539,138						$	3,213,561						$	3,000,505
Net Interest Spread (Average yield earned minus average rate paid)							3.94	%						3.62	%						3.32	%
Net Interest Income (FTE)				$	147,814						$	132,481						$	117,514
Net Interest Margin (Net interest income (FTE)/ total average interest-earning assets)							4.44	%						4.38	%						4.18	%

*	Taxable equivalent basis using a federal income tax rate of 35%.
**	Nonaccrual loans are included in average balances reported and are included in the calculation of yields.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

NET INTEREST INCOME (CONTINUED)

(deposits and borrowings) react more quickly to changes in interest rates than its interest-earning assets.

Net interest income (FTE) in 2002 was $147.8 million, up $15.3 million, or 11.6%, over 2001 net interest income (FTE) of $132.5 million. During 2002, the increase in volume and change within the mix of interest-earning assets and interest-bearing liabilities resulted in a $10.7 million increase to net interest income (FTE) compared to 2001. During 2002, average interest-earning assets increased $300 million, or 9.9%, to $3.3 billion, while average interest-bearing liabilities increased $237 million, or 9.9%, to $2.6 billion. Average loans increased $89 million, or 4.5%, due to acquisitions. Average taxable investment securities increased $186 million, or 22.5%, primarily due to investing available liquidity. Interest-bearing deposits increased $201 million, or 9.2%, resulting from both acquisitions and internal growth. In addition, the rates paid on interest-bearing liabilities declined 123 basis points, while the yield on interest-earning assets declined only 91 basis points, which resulted in a $4.6 million increase to net interest income. Excluding the impact of the 2001 bank and branch acquisitions, net interest income increased approximately 7% during the year ended December 31, 2002 compared to the same time period in 2001. The remaining increase was due to the costs of deposits and other funding sources decreasing by more than the decrease in the yield on interest-earning assets.

Net interest income (FTE) in 2001 was $132.5 million, up $15 million, or 12.7%, over 2000 net interest income (FTE) of $117.5 million. During 2001, the increase in volume and the change within the mix of interest-earning assets and interest-bearing liabilities resulted in a $9.9 million increase in net interest income (FTE) compared to 2000. This increase in net interest income (FTE) was primarily attributable to the acquisitions completed during the second half of 2001. In addition, the rates paid on interest-bearing liabilities declined 57 basis points, while the yield on interest-earning assets declined only 27 basis points, which resulted in a $5.1 million increase in net interest income. Net interest margin in 2001 improved to 4.38% from 4.18% in 2000. Net interest spread also improved to 3.62% for 2001 from 3.32% for 2000.

TABLE 3. VOLUME AND RATE VARIANCE ANALYSIS* (In thousands)

EX-21

EXHIBIT NO. 21

Subsidiaries

Name of Subsidiary	State or Other Jurisdiction of Incorporation
Bank subsidiaries:
Chemical Bank and Trust Company	Michigan
Chemical Bank Shoreline	Michigan
Chemical Bank West	Michigan
Non-bank subsidiaries:
CFC Data Corp	Michigan
CFC Financial Services, Inc.
-  also operates under d/b/a Chemical Financial Insurance Agency and
d/b/a CFC Investment Centers	Michigan
CFC Title Services, Inc.	Michigan
B.W. Investment LLC	Michigan
Sunrise Mortgage Corporation	Michigan
Shoreline Insurance, Inc.	Michigan
Chemical Loan Management Corporation	Michigan
Chemical West Loan Management Corporation	Michigan
Chemical Shoreline Loan Management Corporation	Michigan
Chemical Loan Services, LLC	Michigan
Chemical West Loan Services, LLC	Michigan
Chemical Shoreline Loan Services, LLC	Michigan

EX-23.1

EXHIBIT NO. 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements listed below of our report dated January 21, 2003 with respect to the consolidated financial statements of Chemical Financial Corporation incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 2002:

Registration Statement (Form S-8, Number 33-15064, dated June 17, 1987)

Registration Statement (Form S-8, Number 33-40792, dated May 21, 1991)

Registration Statement (Form S-8, Number 333-38511, dated October 22, 1997)

Registration Statement (Form S-8, Number 333-70225, dated January 7, 1999)

Registration Statement (Form S-8, Number 333-56482, dated March 2, 2001)

Registration Statement (Form S-8, Number 333-84862, dated March 25, 2002)

We consent to the incorporation by reference in the Registration Statement (Form S-8 Number 33-40792, dated May 21, 1991) of our report dated January 31, 2003 with respect to the financial statements and schedules of the Chemical Financial Corporation 401(k) Savings Plan included in the Annual Report (Form 10-K) for the year ended December 31, 2002.

We consent to the incorporation by reference in the Registration Statement (Form S-8, Number 33-70225, dated January 7, 1999) of our report dated March 7, 2003 with respect to the financial statements of the Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors included in the Annual Report (Form 10-K) for the year ended December 31, 2002.

We consent to the incorporation by reference in the Registration Statement (Form S-8, Number 333-84862, dated March 25, 2002) of our report dated March 7, 2003 with respect to the financial statements of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary Directors included in the Annual Report (Form 10-K) for the year ended December 31, 2002.

/s/ Ernst & Young LLP

     Ernst & Young LLP

March 14, 2003

EX-23.2

EXHIBIT NO. 23.2

[CROWE CHIZEK LOGO]

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in (1) the Registration Statement (Form S-8, Number 33-15064, dated June 17, 1987, pertaining to the Chemical Financial Corporation 1987 Award and Stock Option Plan, (2) the Registration Statement (Form S-8, Number 33-40792, dated May 21, 1991) pertaining to the Chemical Financial Corporation 401(k) Savings Plan and in the related Prospectus, (3) the Registration Statement (Form S-8, Number 333-38511, dated October 22, 1997) pertaining to the Chemical Financial Corporation 1997 Stock Incentive Plan, (4) the Registration Statement (Form S-8, Number 333-70225, dated January 7, 1999), pertaining to the Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors, (5) the Registration Statement (Form S-8, Number 333-56482, dated March 2, 2001) pertaining to the Chemical Financial Corporation Stock Option Plan for Holders of Shoreline Financial Corporation, and ( 6) the Registration Statement (Form S-8, Number 333-84862, dated March 25, 2002) pertaining to the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors of our report dated January 31, 2001 with respect to the Shoreline Financial Corporation consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the years ended December 31, 2000.

We consent to the incorporation by reference in the Registration Statement (Form S-8, Number 33-40792, dated May 21, 1991) pertaining to the Chemical Financial Corporation 401(k) Savings Plan and in the related Prospectus of our report dated May 29, 2002, with respect to the financial statements and schedules for the period ended January 1, 2002 of the Shoreline Financial Corporation 401(k)/Profit Sharing Plan included in the Annual Report (Form 10-K) of Chemical Financial Corporation for the year ended December 31, 2002.

March 14, 2003
Grand Rapids, Michigan Crowe Chizek and Company LLP
/s/ Crowe Chizek and Company LLP

EX-24

EXHIBIT NO. 24

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ L. Richard Marzke
	(signature)
	L. Richard Marzke

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ J. Daniel Bernson
	(signature)
	J. Daniel Bernson

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ Nancy Bowman
	(signature)
	Nancy Bowman

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ James A. Currie
	(signature)
	James A. Currie

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ Michael L. Dow
	(signature)
	Michael L. Dow

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ Terence F. Moore
	(signature)
	Terence F. Moore

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ Frank P. Popoff
	(signature)
	Frank P. Popoff

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ Dan L. Smith
	(signature)
	Dan L. Smith

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ William S. Stavropoulos
	(signature)
	William S. Stavropoulos

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint ALOYSIUS J. OLIVER, DAVID B. RAMAKER and LORI A. GWIZDALA, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2002, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated: February 24, 2003	/s/ Aloysius J. Oliver
	(signature)
	Aloysius J. Oliver

EX-99.1

EXHIBIT NO. 99.1

Audited Financial Statements and Supplemental
Schedule
Chemical Financial Corporation 401(k) Savings Plan
December 31, 2002 and 2001 and Year ended December 31, 2002
with Report of Independent Auditors

Chemical Financial Corporation
401(k) Savings Plan

Audited Financial Statements and Supplemental Schedule

December 31, 2002 and 2001 and Year ended December 31, 2002

Table of Contents

Report of Independent Auditors	1
Financial Statements
Statements of Assets Available for Benefits	2
Statement of Changes in Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4(i)-Schedule of Assets (Held at End of Year)	8

Report of Independent Auditors

Administrative Committee
Chemical Financial Corporation 401(k) Savings Plan

We have audited the accompanying statements of assets available for benefits of the Chemical Financial Corporation 401(k) Savings Plan as of December 31, 2002 and 2001, and the related statement of changes in assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in its assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002 is presented for purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

     Ernst & Young LLP

January 31, 2003
Detroit, Michigan

1

Chemical Financial Corporation 401(k) Savings Plan

Statements of Assets Available for Benefits

	December 31
	2002		2001
Assets
Investments, at fair value:
Chemical Financial Corporation common stock	$	7,717,936	$	2,556,604
Mutual funds		13,037,790		4,838,131
Loans to participants		261,257		56,681
Total investments		21,016,983		7,451,416
Receivables:
Accrued income		7,192		1,393
Participant contributions		-		460
Assets available for benefits	$	21,024,175	$	7,453,269

See accompanying notes.

2

Statement of Changes in Assets Available for Benefits

Year ended December 31, 2002

Additions
Interest and dividend income	$	421,499
Participant contributions		2,158,858
Employer contributions		495,471
Transfer from Shoreline Financial Corporation 401(k) Profit Sharing Plan		12,910,099
Transfer from Bank West 401(k) Plan		592,215
Total additions		16,578,142
Deductions
Benefit payments		1,158,113
Total deductions		1,158,113
Net realized and unrealized depreciation in
fair value of investments (Note 3)		(1,849,123	)
Net increase		13,570,906
Assets available for benefits:
Beginning of year		7,453,269
End of year	$	21,024,175

See accompanying notes.

3

Chemical Financial Corporation 401(k) Savings Plan

Notes to Financial Statements

December 31, 2002 and 2001

1.  Description of the Plan

The following description of the Chemical Financial Corporation (the Company) 401(k) Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan's provisions.

As approved by the Board of Directors on October 15, 2001, the Shoreline Financial Corporation 401(k) Profit Sharing Plan and the Bank West 401(k) Plan merged into the Plan effective January 1, 2002. All eligible participants of those plans became participants of the Plan as of that date.

General

The Plan is a defined contribution plan covering all employees who have completed one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Each year, participants may contribute up to 85% of pretax annual compensation not to exceed IRC limitation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Effective January 1, 2002, the Company contributes matching contributions equal to 50% of the participant's salary reductions. In determining matching contributions, only salary reductions up to 4% of a participant's compensation will be matched.

Participant Accounts

Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) plan earnings. Participants direct the investment of their accounts among the investment funds offered by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.

Vesting

Participants are immediately vested in their contributions. Matching contributions vest in accordance with the following schedule:

Years of Service	Percentage
Less than 3	0%
3 or more	100%

4

Chemical Financial Corporation 401(k) Savings Plan

Notes to Financial Statements (continued)

1.  Description of the Plan (continued)

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined monthly by the plan administrator. Principal and interest are paid ratably through payroll deductions.

Payment of Benefits

On termination of service or upon death, disability or retirement, a participant may request benefit payment. Benefit payments are distributed in lump-sum amount equal to the vested value of the participant's account. Payment of benefits may not be deferred by participants beyond their attainment of age 70-1/2.

2.   Summary of Accounting Policies

Investment Valuation

The Plan's investments are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Mutual funds are stated at the quoted market prices which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

5

Chemical Financial Corporation 401(k) Savings Plan

Notes to Financial Statements (continued)

2.   Summary of Accounting Policies (continued)

Plan Termination

Although it has not expressed the intention to do so, the Company has reserved the right to terminate the Plan at any time by resolution of its Board of Directors subject to the provisions of ERISA. In the event of Plan termination, participants will continue to be 100% vested in their accounts. The value of the participant accounts will be determined as of the effective date of the termination and distributed as provided by the Plan.

Administration

The Company has elected to pay all significant administrative expenses of the Plan.

Reclassifications

Certain amounts previously reported in 2001 have been reclassified to conform with the presentation used in 2002.

3.  Investments

During the year ended December 31, 2002, the Plan's investments (including investments purchased, sold, as well as held during the year) (depreciated) appreciated in fair value as determined by quoted market prices as follows:

	Net Realized and Unrealized (Depreciation) Appreciation in Fair Value of Investments
Mutual funds	$	(2,330,955	)
Chemical Financial Corporation    common stock		481,832
	$	(1,849,123	)

6

Chemical Financial Corporation 401(k) Savings Plan

Notes to Financial Statements (continued)

3. Investments (continued)

Investments that represent 5% or more of the Plan's net assets are as follows:

	December 31
	2002		2001
*Chemical Financial Corporation          Common Stock	$	7,717,936	$	2,556,604
Federated Investors Index Fund		2,306,132		2,202,555
Federated Investors Money Market Fund		1,580,098		489,612
Federated Investors Fixed Income Fund		1,120,859		**
Federated Investors Middle Cap Stock Fund		1,657,615		**
Federated Investors Magellan Fund		1,590,296		**
Fidelity Investments Growth Stock Fund		1,355,080		**
Fidelity Investments Stock and Bond Fund		1,383,954		799,638

*Party-in-interest
** Less than 5% of Plan net assets

4.  Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated August 23, 1994, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to the issuance of the determination letter, the Plan was amended and restated in its entirety. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax exempt.

7

Supplemental Schedule

Chemical Financial Corporation 401(k) Savings Plan

Employer ID # 38-2022454
Plan # 002

Schedule H, Line 4(i)-Schedule of Assets (Held at End of Year)

December 31, 2002

Identity of Issue, Borrower, Lessor or Similar Party	Description of Investment Including Maturity Date, Rate of Interest Collateral, Par or Maturity Value	Cost	Current Value
*Chemical Financial Corporation	Common Stock		$	7,717,936
Federated Investors Mutual Funds	Fixed Income Fund			1,120,859
	Index Fund			2,306,132
	Middle Cap Stock Fund			1,657,615
	Value Stock Fund			495,391
	Money Market Fund			1,580,098
	Magellan Fund			1,590,296
Fidelity Investments	Stock and Bond Fund			1,383,954
	International Stock Fund			525,540
	Low-Cost Stock Fund			1,022,825
	Growth Stock Fund			1,355,080
*Participant Loans	Interest rate range:  6.57 % to 10.5 %; with
	various maturity dates			261,257
			$	21,016,983

*Party-in-interest.

Note: Historical cost information is not disclosed since all investments are participant directed.

8

EX-99.2

EXHIBIT NO. 99.2

Audited Financial Statements
With Report of Independent Auditors

Chemical Financial Corporation
1998 Stock Purchase Plan
for Subsidiary Directors

March 25, 2002

1

Report of Independent Auditors

Plan Administrator
Chemical Financial Corporation
1998 Stock Purchase Plan for Subsidiary Directors

          We have audited the accompanying statements of financial condition of the Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors as of March 25, 2002 (date of plan termination) and December 31, 2001 and the related statements of income and changes in plan equity for the period from January 1, 2002 to March 25, 2002 and the years ended December 31, 2001 and 2000. These financial statements are the responsibility of the Plan's Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan Administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors at March 25, 2002 and December 31, 2001 and the results of its operations and changes in its plan equity for the period from January 1, 2002 to March 25, 2002 and the years ended December 31, 2001 and 2000 in conformity with accounting principles generally accepted in the United States.

s/ Ernst & Young LLP
Detroit, Michigan

March 7, 2003

2

Chemical Financial Corporation
1998 Stock Purchase Plan
for Subsidiary Directors

Statements of Financial Condition

		March 25		December 31
		2002		2001
Assets
Cash	$	-	$	729
Common stock receivable of Chemical
Financial Corporation, at market value - (7,775 shares at a cost
of $190,631 at December 31, 2001)		-		222,891
Total Assets	$	-	$	223,620
Plan Equity
Plan equity (43 participants at December 31, 2001)	$	-	$	223,620

See accompanying notes.

3

Chemical Financial Corporation
1998 Stock Purchase Plan
for Subsidiary Directors

Statements of Income and Changes in Plan Equity

	Period from January 1, 2002 to March 25, 2002					Years Ended December 31
						2001		2000
Participant contributions		$	-		$	187,275		$	302,625
Dividend equivalents and
fractional share interests			-			3,529			6,574
			-			190,804			309,199
Deductions
Plan distributions			83,949			309,218			271,224
Transfer to new plan			139,671			-			-
			(223,620	)		(118,414	)		37,975
Net realized appreciation (depreciation)
in fair value of common stock receivable			-			39,171			(6,909	)
Net increase (decrease)			(223,620	)		(79,243	)		31,066
Plan equity at beginning of period			223,620			302,863			271,797
Plan equity at end of period		$	-		$	223,620		$	302,863

See accompanying notes.

4

Chemical Financial Corporation
1998 Stock Purchase Plan
for Subsidiary Directors

Notes to Financial Statements
March 25, 2002

Note 1 - Description of the Plan

          The Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors (Plan) was implemented by Chemical Financial Corporation (Corporation) on December 14, 1998. The Plan was designed to provide non-employee directors and community bank advisory directors of the Corporation's subsidiaries, who are neither directors or employees of the Corporation, with a convenient method of acquiring Corporation stock. The Plan provided for a maximum of 25,000 shares of the Corporation's common stock, $1.00 par value (Common Stock), subject to adjustments for certain changes in the capital structure of the Corporation as defined in the Plan, to be available under the Plan.

          Subsidiary directors and community bank advisory directors, who elected to participate in the Plan, could elect to contribute to the Plan fifty percent or one hundred percent of their board of director fees and/or fifty percent or one hundred percent of their director committee fees, earned as directors or community bank advisory directors of the Corporation's subsidiaries. Participant contributions to the Plan were made by the Corporation's subsidiaries on behalf of each electing participant. As of the last day of each month, each participant's cash account was debited for the purchase of whole shares of the Corporation's stock that was credited to a separate participant stock account. The stock purchased under the Plan during the calendar year was issued by the Corporation directly to the participants in the following calendar year. The Plan provided for dividend equivalents to be credited to each participant's cash account, as of the dividend record date of the Corpor ation's common stock. Dividend equivalents were calculated by multiplying the Corporation's dividend rate by the number of shares of common stock in each participant's stock account, as of the Corporation's dividend record date. The Plan also provided for an appropriate credit to each participant's stock account for stock dividends, stock splits or other distributions of the Corporation's common stock by the Corporation. Fractional shares calculated as a result of the above adjustments were converted to cash based on the market price of the Corporation's common stock, and were credited to each participant's cash account. Plan participants could terminate their participation in the Plan, at any time, by written notice of withdrawal to the Corporation. Participants would cease to be eligible to participate in the Plan when they ceased to serve as directors or community bank advisory directors of subsidiaries of the Corporation. Upon withdrawal from the Plan, each participant received the shares of common stock of the Corporation in their participant stock account and the cash in their participant cash account.

5

Chemical Financial Corporation
1998 Stock Purchase Plan
for Subsidiary Directors

Notes to Financial Statements (continued)
March 25, 2002

Note 1 - Description of the Plan (continued)

          The 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors ("new plan") became effective on March 25, 2002, with the same terms and provisions as the Plan. The remaining common stock receivable outstanding as of December 31, 2001 for 4,847 shares of the Corporation, with a market value of $138,942 and a cost basis of $119,237, and cash of $729 of the Plan were transferred to the new plan on March 25, 2002. As of December 31, 2001, the Plan had 2,928 remaining shares of the Corporation that it was authorized to issue. These shares were issued by the new plan on March 29, 2002 in satisfaction of a portion of the common stock receivable outstanding as of December 31, 2001.

          The Corporation reserved the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment would affect or diminish any participant's right to the benefit of contributions made by him/her prior to the date of such amendment or termination.

          The Plan provided that all expenses of the Plan and its administration would be paid by the Corporation.

          The Plan was not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan did not provide for income taxes because any income was taxable to the participants. Participants in the Plan were required to treat as taxable income the contributions made to the Plan by the Corporation's subsidiaries on their behalf. Dividend equivalents and any other cash credited to the participants' cash accounts were taxable to the participants for Federal and state income tax purposes in the year such dividend equivalent or cash was credited to the participant cash account. Upon disposition of the common stock of the Corporation purchased under the Plan, participants were required to treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurred.

6

Chemical Financial Corporation
1998 Stock Purchase Plan
for Subsidiary Directors

Notes to Financial Statements (continued)
March 25, 2002

Note 2 - Summary of Accounting Policies

Valuation of Common Stock Receivable

          Common stock receivable of the Corporation was recorded at the market value per share of the Corporation's common stock multiplied by the number of shares receivable at the valuation date. Market value was based on the closing bid price of the Corporation's common stock at year-end ($28.67 per share at December 31, 2001.) The number of shares receivable and the closing bid price as of December 31, 2001 were adjusted for the 5% stock dividend on the Corporation's common stock declared on December 9, 2002 and paid on January 24, 2003 from the new plan.

Income

          Dividend equivalents and fractional share interests were accrued on the Corporation's dividend or other record date.

Contributions

          Contributions were accounted for on the accrual basis.

7

Chemical Financial Corporation
1998 Stock Purchase Plan
for Subsidiary Directors

Notes to Financial Statements (continued)
March 25, 2002

Note 3 - Contributions

          Contributions for participants by the participating companies were as follows:

	Year Ended December 31
Participating Company	2001		2000
Chemical Bank and Trust Co.	$	84,850	$	167,300
Chemical Bank Shoreline		34,925		32,475
Chemical Bank West		64,700		102,150
CFC Data Corp		2,800		700
Total Participant Contributions	$	187,275	$	302,625

8

EX-99.3

EXHIBIT NO. 99.3

Audited Financial Statements
With Report of Independent Auditors

Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors

December 31, 2002

1

Report of Independent Auditors

Plan Administrator
Chemical Financial Corporation
2001 Stock Purchase Plan for Subsidiary and Community Bank Directors

          We have audited the accompanying statement of financial condition of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors as of December 31, 2002 and the related statement of income and changes in plan equity for the period from March 25, 2002 to December 31, 2002. These financial statements are the responsibility of the Plan's Administrator. Our responsibility is to express an opinion on these financial statements based on our audit.

          We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan Administrator, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors at December 31, 2002 and the results of its operations and changes in its plan equity for the period from March 25, 2002 to December 31, 2002 in conformity with accounting principles generally accepted in the United States.

s/ Ernst & Young LLP
Detroit, Michigan

March 7, 2003

2

Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors

Statement of Financial Condition

	December 31
		2002
Assets
Cash	$	799
Common stock receivable of Chemical
Financial Corporation, at market value - (6,623 shares at a cost
of $194,524 at December 31, 2002)		202,601
Total Assets	$	203,400
Plan Equity
Plan equity (43 participants at December 31, 2002)	$	203,400

See accompanying notes.

3

Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors

Statement of Income and Changes in Plan Equity

Additions	Period from March 25, 2002 to December 31, 2002
Participant contributions	$	189,650
Dividend equivalents and
fractional share interests	4,944
Transfer from prior plan (Note 1)		139,671
		334,265
Deductions
Plan distributions		138,942
		195,323
Net unrealized appreciation
in fair value of common stock receivable		8,077
Net increase		203,400
Plan equity at beginning of period		-
Plan equity at end of period	$	203,400

See accompanying notes.

4

Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors

Notes to Financial Statements
December 31, 2002

Note 1 - Description of the Plan

          The Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors (Plan) was made effective by Chemical Financial Corporation (Corporation) on March 25, 2002. The Plan is designed to provide non-employee directors of the Corporation's subsidiaries and community banks, who are neither directors nor employees of the Corporation, with a convenient method of acquiring Corporation stock. The Plan provides for a maximum of 75,000 shares of the Corporation's common stock, $1.00 par value (Common Stock), subject to adjustments for certain changes in the capital structure of the Corporation as defined in the Plan, to be available under the Plan.

          Subsidiary directors and community bank directors, who elect to participate in the Plan, may elect to contribute to the Plan fifty percent or one hundred percent of their board of director fees and/or fifty percent or one hundred percent of their director committee fees, earned as directors or community bank directors of the Corporation's subsidiaries. Participant contributions to the Plan are made by the Corporation's subsidiaries on behalf of each electing participant. As of the last day of each month, each participant's cash account is debited for the purchase of whole shares of the Corporation's stock that is credited to a separate participant stock account. The stock purchased under the Plan during the calendar year is issued by the Corporation directly to the participants in the following calendar year. The Plan provides for dividend equivalents to be credited to each participant's cash account as of the dividend record date of the Corporation's common stock. Divid end equivalents are calculated by multiplying the Corporation's dividend rate by the number of shares of common stock in each participant's stock account as of the Corporation's dividend record date. The Plan also provides for an appropriate credit to each participant's stock account for stock dividends, stock splits or other distributions of the Corporation's common stock by the Corporation. Fractional shares calculated as a result of the above adjustments are converted to cash based on the market price of the Corporation's common stock and are credited to each participant's cash account. Plan participants may terminate their participation in the Plan, at any time, by written notice of withdrawal to the Corporation. Participants will cease to be eligible to participate in the Plan when they cease to serve as directors or community bank directors of subsidiaries of the Corporation. Upon withdrawal from the Plan, each participant will receive the shares of common stock of the Corporation in their participant stock account and the cash in their participant cash account.

5

Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors

Notes to Financial Statements (continued)
December 31, 2002

Note 1 - Description of the Plan (continued)

          On March 25, 2002, a common stock receivable for 4,847 shares of the Corporation, with a market value of $138,942 and a cost basis of $119,237, and cash of $729 of the 1998 Stock Purchase Plan for Subsidiary Directors were transferred to the Plan. The 1998 Stock Purchase Plan for Subsidiary Directors had the same terms and provisions as the Plan. As of December 31, 2002, the Plan had 73,903 shares of the Corporation's common stock available for future issuance, adjusted for the 5% stock dividend declared by the Corporation on December 9, 2002 and paid on January 24, 2003.

          The Corporation reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him/her prior to the date of such amendment or termination.

          The Plan provides that all expenses of the Plan and its administration shall be paid by the Corporation.

          The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as taxable income the contributions made to the Plan by the Corporation's subsidiaries on their behalf. Dividend equivalents and any other cash credited to the participants' cash accounts are taxable to the participants for Federal and state income tax purposes in the year such dividend equivalent or cash is credited to the participant cash account. Upon disposition of the common stock of the Corporation purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs.

6

Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors

Notes to Financial Statements (continued)
December 31, 2002

Note 2 - Summary of Accounting Policies

Valuation of Common Stock Receivable

          Common stock receivable of the Corporation is recorded at the market value per share of the Corporation's common stock multiplied by the number of shares receivable at the valuation date. Market value is based on the closing bid price of the Corporation's common stock at year end ($30.59 per share at December 31, 2002). The number of shares receivable and the closing bid price as of December 31, 2002 were adjusted for the 5% stock dividend on the Corporation's common stock declared on December 9, 2002 and paid on January 24, 2003.

Income

          Dividend equivalents and fractional share interests are accrued on the Corporation's dividend or other record date.

Contributions

          Contributions are accounted for on the accrual basis.

7

Chemical Financial Corporation
2001 Stock Purchase Plan
for Subsidiary and Community Bank Directors

Notes to Financial Statements (continued)
December 31, 2002

Note 3 - Contributions

          Contributions for participants by the participating companies were as follows:

	Year Ended December 31
Participating Company	2001
Chemical Bank and Trust Co.	$	89,550
Chemical Bank Shoreline		27,700
Chemical Bank West		68,800
CFC Data Corp		2,800
CFC Financial Services, Inc.		400
CFC Title Services, Inc.		400
Total Participant Contributions	$	189,650

8

EX-99.4

EXHIBIT NO. 99.4

SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN

FINANCIAL STATEMENTS
January 1, 2002 and December 31, 2001

SHORELINE FINANCIAL CORPORATION
401(K)/PROFIT SHARING PLAN
Benton Harbor, Michigan

FINANCIAL STATEMENTS
January 1, 2002 and December 31, 2001

CONTENTS

REPORT OF INDEPENDENT AUDITORS	1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS	2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS	3
NOTES TO FINANCIAL STATEMENTS	4

REPORT OF INDEPENDENT AUDITORS

Administrative Committee
Chemical Financial Corporation
Benton Harbor, Michigan

RE: SHORELINE FINANCIAL CORPORATION 401(k)/PROFIT SHARING PLAN

We have audited the accompanying statements of net assets available for benefits of Shoreline Financial Corporation 401(k)/Profit Sharing Plan as of January 1, 2002 and December 31, 2001, and the related statement of changes in net assets available for benefits for the period ended January 1, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of January 1, 2002 and December 31, 2001, and the changes in net assets available for benefits for the period ended January 1, 2002, in conformity with accounting principles generally accepted in the United States of America.

/s/ Crowe, Chizek and Company LLP

Crowe, Chizek and Company LLP

Grand Rapids, Michigan
May 29, 2002

1.

SHORELINE FINANCIAL CORPORATION 401(k)/PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
January 1, 2002 and December 31, 2001

		January 1, 2002		December 31, 2001
ASSETS
Investments
Common stock	$	--	$	4,510,425
Shares of registered investment companies		--		8,164,469
Loans to Plan participants		--		227,508
		--		12,902,402
Cash		--		4,776
NET ASSETS AVAILABLE FOR BENEFITS	$	--	$	12,907,178

See accompanying notes to financial statements.

2.

SHORELINE FINANCIAL CORPORATION 401(k)/PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Period ended January 1, 2002

Deductions from net assets attributed to:
Transfer to successor plan (Note 5)	$	12,907,180
Total deductions		12,907,180
Net decrease		(12,907,180	)
Net assets available for benefits
Beginning of period		12,907,180
End of period	$	--

See accompanying notes to financial statements.

3.

SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
January 1, 2002 and December 31, 2001

NOTE 1 - DESCRIPTION OF PLAN

The following description of the Shoreline Financial Corporation 401(k)/Profit Sharing Plan (Plan) provides only general information. Participants should refer to the Plan agreement or Summary Plan Description for a more complete description of the Plan's provisions.

General: The Plan was a profit sharing plan and provided for employee contributions under Section 401(k) of the Internal Revenue Code. The Plan was subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Employees with at least one hour of service were entitled to defer a portion of their salary to the plan. After one year of service a participant was entitled to receive an employer match. Two years of service were required before a participant could take part in the profit sharing features of the Plan. A participant was credited with a year of service after completion of 1,000 hours of service during an eligibility period. A participant must have also been at least 18 years of age to become eligible.

Contributions: Plan participants could defer on a pretax basis, up to 15% of their annual gross compensation, as defined in the Plan's document, subject to certain limitations as specified in the Internal Revenue Code. During the period ended January 1, 2002, there were no employee or employer contributions made to the Plan.

Participant Accounts: Each participant's account was credited with the participant's contribution, an allocation of the Company's contribution, if eligible, and plan earnings net of administrative expenses. Allocations were based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.

Vesting: Participants were 100% vested in employee contributions and income thereon, at all times. Participants became 100% vested in employer contributions after two years.

Payment of Benefits: On termination of service due to death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant's vested interest in his or her account in either a lump-sum amount, or in annual payments, or more frequently if permitted by the Administrator, over an elected period of years not exceeding the life expectancy of the participant or the joint life expectancy of the participant and a beneficiary. For termination of service due to other reasons, a participant may transfer the value of the vested interest in his or her account to the trustee or custodian of another qualified retirement plan or receive a lump-sum distribution.

(Continued)

4.

SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
January 1, 2002 and December 31, 2001

NOTE 1 - DESCRIPTION OF PLAN (Continued)

Investment Options: Upon enrollment in the Plan, a participant may direct employee and employer contributions to any of eleven investment options. Participants may change their investment options at any time.

Participant Loans: Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Loan Fund. The term of the loan shall not exceed five years and shall have a stated maturity date not later than the date of the first expected distribution to the participant. The loan shall bear a reasonable rate of interest which shall be the prevailing rate charged by lenders for a loan of a similar type.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The policies and principles which significantly affect the determination of net assets and results of operations are summarized below.

Accounting Method: The Plan's financial statements are prepared on a basis of accounting in conformity with generally accepted accounting principles.

Investment Valuation and Income Recognition: The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of registered investment companies are valued at the net asset value of shares held by the Plan at year-end. Loans to Plan participants are stated at cost which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.

Payment of Benefits: Benefits are recorded when paid.

(Continued)

5.

SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
January 1, 2002 and December 31, 2001

NOTE 3 - INVESTMENTS

The following presents investments that represent 5 percent or more of the Plan's net assets at December 31, 2001. There were no plan assets at January 1, 2002.

	Units or Shares		Fair Value
Shares of Registered Investment Companies
Federated Investors Money Market	899,615	$	899,615
Federated Max-Cap Index fund	32,255		750,901
Federated Mid-Cap Index fund	76,511		1,294,568
Fidelity Magellan fund	18,065		1,882,691
Fidelity Blue Chip Growth fund	33,968		1,458,579
Chemical Financial Corporation common stock	149,848		4,510,425

NOTE 4 - TAX STATUS

The Shoreline Financial Corporation 401(k)/Profit Sharing Plan is a prototype plan, and uses a standardized Plan document sponsored by Chemical Bank & Trust Company (Chemical). The Internal Revenue Service has determined and informed Chemical by letter dated February 8, 1993, that the prototype plan is designed in accordance with the applicable sections of the Internal Revenue Code (IRC) for tax exempt status. The Plan Administrator believes the Plan is being operated in accordance with the terms of the Plan document

NOTE 5 - PLAN MERGER

Effective January 1, 2002, all assets of the Plan were merged into the Chemical Financial Corporation 401(k) Savings Plan. For compliance purposes, this was treated as a trustee-to-trustee transfer.

(Continued)

6.

SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
January 1, 2002 and December 31, 2001

NOTE 6 - PARTY-IN-INTEREST TRANSACTIONS

Parties-in-interest are defined under Department of Labor Regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer and certain others. Professional fees for the administration and audit of the Plan were paid by the Company.

The Plan held the following party-in-interest investments (at fair value):

		January 1, 2001		December 31, 2001
Chemical Financial Corporation common stock, 0 and
149,848 shares, respectively	$	--	$	4,510,425

7.