10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004, OR
[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________

Commission File Number:  000-08185

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 East Main Street Midland, Michigan (Address of Principal Executive Offices)	48640 (Zip Code)
(989) 839-5350 (Registrant's Telephone Number, Including Area Code)

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 whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).           Yes    X      No       

The number of shares outstanding of the Registrant's Common Stock, $1 par value, as of October 26, 2004, was 23,956,322 shares.

INDEX

CHEMICAL FINANCIAL CORPORATION
FORM 10-Q

		Page
FORWARD-LOOKING STATEMENTS		3
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited, except Consolidated Statement of Financial Position as of December 31, 2003)	4
	Consolidated Statements of Income for the Three and Nine Months Ended      September 30, 2004 and September 30, 2003	4
	Consolidated Statements of Financial Position as of September 30, 2004,      December 31, 2003 and September 30, 2003	5
	Consolidated Statements of Cash Flows for the Nine Months Ended      September 30, 2004 and September 30, 2003	6
	Notes to Consolidated Financial Statements	7-16
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17-24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 6.	Exhibits	27
SIGNATURES		28

2

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 the Corporation itself. Words such as "anticipates," "believes," "estimates," "judgment," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," "should," "will" and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, all statements under Part I, Item 3 concerning quantitative and qualitative disclosures about market risk 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 forecasted in such forward-looking statement s. The 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 laws and 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 local and national economy; opportunities for acquisition and the effective completion of acquisitions and integration of acquired entities; and the local and global effects of the ongoing war on terrorism and other military actions, including actions in Iraq. These are representative of the risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

3

PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)

	Three Months Ended September 30				Nine Months Ended September 30
	2004		2003		2004		2003
	(In thousands, except per share amounts)
INTEREST INCOME
Interest and fees on loans	$	38,347	$	36,220	$	113,306	$	108,789
Interest on investment securities:
Taxable		8,066		8,213		25,218		28,671
Tax-exempt		511		612		1,602		1,928
Total interest on investment securities		8,577		8,825		26,820		30,599
Interest on federal funds sold		265		169		668		612
Interest on deposits with banks		129		23		292		180
TOTAL INTEREST INCOME		47,318		45,237		141,086		140,180
INTEREST EXPENSE
Interest on deposits		7,437		8,262		22,651		28,555
Interest on FHLB borrowings		2,570		2,083		7,694		6,273
Interest on other borrowings - short term		158		128		357		435
TOTAL INTEREST EXPENSE		10,165		10,473		30,702		35,263
NET INTEREST INCOME		37,153		34,764		110,384		104,917
Provision for loan losses		701		540		2,108		2,107
NET INTEREST INCOME after provision for
loan losses		36,452		34,224		108,276		102,810
NONINTEREST INCOME
Service charges on deposit accounts		4,970		4,181		14,281		12,334
Trust services revenue		1,761		1,605		5,541		5,123
Other charges and fees for customer services		1,706		1,623		5,060		5,372
Mortgage banking revenue		960		2,308		2,820		5,716
Investment securities gains		9		417		1,259		909
Other		217		140		629		220
TOTAL NONINTEREST INCOME		9,623		10,274		29,590		29,674
OPERATING EXPENSES
Salaries, wages and employee benefits		14,385		13,287		43,879		40,570
Occupancy		2,237		1,981		6,976		5,882
Equipment		2,376		2,077		6,921		6,205
Other		5,501		5,356		16,803		16,252
TOTAL OPERATING EXPENSES		24,499		22,701		74,579		68,909
INCOME BEFORE INCOME TAXES		21,576		21,797		63,287		63,575
Federal income taxes		7,280		7,328		21,006		21,422
NET INCOME	$	14,296	$	14,469	$	42,281	$	42,153
NET INCOME PER SHARE  (Basic)	$	0.60	$	0.61	$	1.77	$	1.78
(Diluted)	$	0.59	$	0.61	$	1.76	$	1.78
Cash dividends per share	$	0.265	$	0.250	$	0.795	$	0.750

See accompanying notes to consolidated financial statements

4

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Position (In thousands)

	September 30, 2004	December 31, 2003	September 30, 2003
	(Unaudited)		(Unaudited)
ASSETS
Cash and demand deposits due from banks	$    104,173	$     131,184	$      146,428
Federal funds sold	108,100	25,900	44,700
Interest bearing deposits with banks	15,219	5,107	19,905
Investment securities:
Available for sale (at estimated fair value)	743,343	728,499	767,562
Held to maturity (estimated fair value - $158,859 at    9/30/04, $197,983 at 12/31/03 and $242,644 at 9/30/03)	156,692	193,363	236,911
Total investment securities	900,035	921,862	1,004,473
Loans:
Commercial	475,977	405,929	333,822
Real estate construction	141,547	138,280	93,282
Real estate commercial	669,880	628,815	562,937
Real estate residential	771,201	767,199	765,539
Consumer	547,893	541,052	521,310
Total loans	2,606,498	2,481,275	2,276,890
Less:  Allowance for loan losses	33,629	33,179	30,414
Net loans	2,572,869	2,448,096	2,246,476
Premises and equipment	47,646	49,616	47,044
Intangible assets	75,306	76,846	39,017
Other assets	49,602	50,277	42,983
TOTAL ASSETS	$  3,872,950	$    3,708,888	$   3,591,026
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$     546,387	$       532,752	$      500,463
Interest-bearing	2,428,916	2,434,484	2,369,351
Total deposits	2,975,303	2,967,236	2,869,814
FHLB borrowings	285,191	155,373	148,573
Other borrowings - short term	100,439	91,524	93,447
Interest payable and other liabilities	33,189	36,706	30,548
Total liabilities	3,394,122	3,250,839	3,142,382
Shareholders' equity:
Common stock, $1 par value:
Authorized - 30,000 shares
Issued and outstanding - 23,948 shares at 9/30/04      23,801 shares at 12/31/03 and 23,685 shares at 9/30/03	23,948	23,801	23,685
Surplus	333,569	328,774	324,413
Retained earnings	118,000	94,746	87,106
Accumulated other comprehensive income	3,311	10,728	13,440
Total shareholders' equity	478,828	458,049	448,644
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$   3,872,950	3,708,888	$   3,591,026

See accompanying notes to consolidated financial statements.

5

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30
	2004		2003
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$    42,281		$   42,153
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses	2,108		2,107
Gains on sales of loans	(1,159	)	(5,546	)
Proceeds from loan sales	125,206		364,387
Loans originated for sale	(122,781	)	(331,297	)
Investment securities gains	(1,259	)	(909	)
Provision for depreciation and amortization	7,093		7,411
Net amortization of investment securities	13,091		9,343
Net decrease in accrued income and other assets	5,545		2,789
Net (decrease) increase in interest payable and other liabilities	(1,522	)	871
Net Cash Provided by Operating Activities	68,603		91,309
CASH FLOWS FROM INVESTING ACTIVITIES:
Securities available for sale:
Proceeds from maturities, calls and principal reductions	160,875		227,883
Proceeds from sales	81,654		77,552
Purchases	(274,161	)	(247,426	)
Securities held to maturity:
Proceeds from maturities, calls and principal reductions	73,919		138,980
Purchases	(38,087	)	(93,335	)
Net increase in loans	(135,070	)	(231,028	)
Purchases of premises and equipment	(3,152	)	(8,503	)
Net Cash Used in Investing Activities	(134,022	)	(135,877	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand deposits, NOW accounts and
savings accounts	57,271		127,480
Net decrease in certificates of deposit and other time deposits	(49,204	)	(104,938	)
Net increase (decrease) in other borrowings - short term	8,915		(10,765	)
Proceeds from FHLB borrowings	150,000		-
Principal payments on FHLB borrowings	(20,182	)	(8,820	)
Cash dividends paid	(19,027	)	(17,768	)
Proceeds from shares issued	2,947		776
Repurchases of common stock	-		(1,511	)
Net Cash Provided by (Used in) Financing Activities	130,720		(15,546	)
Net Increase (Decrease) in Cash and Cash Equivalents	65,301		(60,114	)
Cash and cash equivalents at beginning of year	162,191		271,147
Cash and Cash Equivalents at End of Period	$  227,492		$  211,033
Supplemental disclosure of cash flow information:
Interest paid on deposits, FHLB borrowings and other borrowings - short-term	$   30,684		$    36,061
Federal income taxes paid	$   20,750		$    18,320

See accompanying notes to consolidated financial statements.

6

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

NOTE A:  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Chemical Financial Corporation (the "Corporation") have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial condition and results of operations of the Corporation for the periods presented. Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes there to included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003.

Certain prior year amounts have been reclassified to place them on a basis comparable with the current period's financial statements. Such reclassifications had no impact on net income or shareholders' equity.

Earnings Per Share

All earnings per share amounts have been presented to conform to the requirements of Statement of Financial Accounting Standards No. 128, "Earnings Per Share." Basic earnings per share exclude any dilutive effect of stock options. Basic earnings per share for the Corporation is computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share for the Corporation is computed by dividing net income by the sum of the weighted average number of common shares outstanding and the dilutive effect of outstanding employee stock options.

7

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

Earnings Per Share (continued)

The following table summarizes the number of shares used in the numerator and denominator of the basic and diluted earnings per share computations:

	Three Months Ended September 30		Nine Months Ended September 30
	2004	2003	2004	2003
	(In thousands)
Numerator for both basic and diluted
earnings per share, net income	$ 14,296	$ 14,469	$ 42,281	$ 42,153
Denominator for basic earnings per share,
average outstanding common shares	23,946	23,674	23,924	23,685
Potential dilutive shares resulting from
employee stock options	75	61	82	52
Denominator for diluted earnings per share	24,021	23,735	24,006	23,737

Comprehensive Income

The components of comprehensive income, net of related tax, for the three and nine months ended September 30, 2004 and 2003 are as follows (in thousands of dollars):

	Three Months Ended September 30			Nine Months Ended September 30
	2004	2003		2004		2003
Net income	$ 14,296	$ 14,469		$ 42,281		$ 42,153
Change in unrealized net gains
on investment securities
available for sale	2,425	(3,264	)	(7,417	)	(5,345	)
Comprehensive income	$ 16,721	$ 11,205		$ 34,864		$ 36,808

8

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

Comprehensive Income (continued)

The components of accumulated other comprehensive income, net of related tax, at September 30, 2004, December 31, 2003 and September 30, 2003 are as follows (in thousands of dollars):

	September 30, 2004	December 31, 2003	September 30, 2003
Unrealized net gains on investment securities
available for sale (net of related tax of    $1,783 at 9/30/04, $5,777 at 12/31/03,    $7,237 at 9/30/03)	$   3,311	$ 10,728	$ 13,440

Operating Segment

Under the provisions of Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information," it is management's opinion that the Corporation operates in a single operating segment - commercial banking. The Corporation is a bank holding company that operates three commercial banks, a title insurance company and a property and casualty insurance company, each as a separate subsidiary of the Corporation, as of September 30, 2004. The Corporation's commercial bank subsidiaries operate as community banks and offer a full range of commercial banking and fiduciary products and services to the residents and business customers in their geographical market areas. The products and services offered by the commercial bank subsidiaries are generally consistent throughout the Corporation. Each of the Corporation's commercial bank subsidiaries operates within the state of Michigan. The marketing of products and services throughout the Corporation's subsidiary banks i s generally uniform, as many of the markets served by the subsidiaries overlap. The distribution of products and services is uniform throughout the Corporation's commercial bank subsidiaries and is achieved primarily through retail branch banking offices, automated teller machines and electronically accessed banking products. The commercial bank subsidiaries are state-chartered commercial banks and operate under the same banking regulations.

9

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

Goodwill

The Corporation tested goodwill for impairment as of December 31, 2003 and 2002. Based on these test results, the Corporation determined that there was no impairment of goodwill as of December 31, 2003 and 2002. Goodwill was $63.3 million at September 30, 2004 and $27.9 million at September 30, 2003. Goodwill increased due to the Caledonia acquisition. See Note G for further information about the Caledonia acquisition.

Other

The Corporation and its subsidiary banks are subject to certain legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated income or financial position of the Corporation.

NOTE B:  LOANS AND NONPERFORMING ASSETS

The following summarizes loans and nonperforming assets at the dates indicated (in thousands of dollars):

	September 30, 2004	December 31, 2003
Loans:
Commercial	$   475,977	$   405,929
Real estate construction	141,547	138,280
Real estate commercial	669,880	628,815
Real estate residential	771,201	767,199
Consumer	547,893	541,052
Total Loans	$2,606,498	$2,481,275
Nonperforming Assets:
Nonaccrual loans	$       5,787	$       6,691
Loans 90 days or more past due and
still accruing interest	5,914	4,656
Total Nonperforming Loans	11,701	11,347
Repossessed assets acquired (1)	6,924	6,002
Total Nonperforming Assets	$    18,625	$     17,349

⁽¹⁾ Includes property acquired through foreclosure and by acceptance of a deed in lieu of foreclosure, and other property held for sale.

10

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

NOTE C:  ALLOWANCE FOR LOAN LOSSES

The following summarizes the changes in the allowance for loan losses (in thousands of dollars):

	Nine Months Ended September 30
	2004		2003
Allowance for Loan Losses
Balance as of January 1	$33,179		$30,672
Provision for loan losses	2,108		2,107
Gross loans charged off	(2,602	)	(2,881	)
Gross recoveries of loans previously charged off	944		516
Net loans charged off	(1,658	)	(2,365	)
Balance as of end of period	$33,629		$30,414

The Corporation considers all nonaccrual commercial and commercial real estate loans to be impaired loans. Impaired loans as of September 30, 2004 were $3.7 million. Impaired loans totaling $1.8 million required an impairment allowance of $0.7 million as of September 30, 2004. Impaired loans totaling $5.5 million required an impairment allowance of $2.4 million as of December 31, 2003.

NOTE D:  ACQUIRED INTANGIBLE ASSETS

The following table sets forth the carrying amount, accumulated amortization and amortization expense of acquired intangible assets (in thousands):

	September 30, 2004		December 31, 2003
	Carrying Amount	Accumulated Amortization	Carrying Amount	Accumulated Amortization
Core deposit
intangibles	$7,991	$11,278	$9,496	$9,773
Other	580	285	793	72

11

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

NOTE D:  ACQUIRED INTANGIBLE ASSETS (continued)

Amortization expense for the:

Quarter ended September 30, 2004	$  566
Nine months ended September 30, 2004	1,717
Quarter ended September 30, 2003	462
Nine months ended September 30, 2003	1,385
Year ended December 31, 2003	1,883

Estimated amortization expense for the years ending December 31:

2004	$2,272
2005	2,136
2006	1,920
2007	1,651
2008 and thereafter	2,308

NOTE E:  STOCK OPTIONS

The Corporation periodically grants stock options for a fixed number of shares with an exercise price equal to the market value of the shares on the date of grant. In accordance with Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," the Corporation accounts for stock option grants under the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25). Under APB 25, because the exercise prices of the Corporation's stock options equal the market prices of the underlying stock at the dates of grant, no compensation expense is recognized at the date of grant.

If the Corporation had elected to recognize compensation cost for options granted in the three and nine months ended September 30, 2004 and 2003, based on the fair value of the options granted at the grant dates, net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

12

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

NOTE E:  STOCK OPTIONS (continued)

	Three Months Ended September 30				Nine Months Ended September 30
	2004		2003		2004		2003
Net income - as reported	$14,296		$14,469		$42,281		$42,153
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects	(131	)	(64	)	(394	)	(191	)
Net income - pro forma	$14,165		$14,405		$41,887		$41,962
Basic earnings per share - as reported	$      .60		$      .61		$    1.77		$    1.78
Basic earnings per share - pro forma	.59		.61		1.75		1.77
Diluted earnings per share - as reported	.59		.61		1.76		1.78
Diluted earnings per share - pro forma	.59		.61		1.74		1.77

NOTE F:  FINANCIAL GUARANTEES

In the normal course of business, the Corporation is a party to financial instruments containing credit risk that are not required to be reflected in the consolidated statement of financial position. For the Corporation, these financial instruments are financial and performance standby letters of credit. The Corporation has risk management policies to identify, monitor and limit exposure to credit risk. To mitigate credit risk for these financial guarantees, the Corporation generally determines the need for specific covenant, guarantee and collateral requirements on a case-by-case basis, depending on the nature of the financial instrument and the customer's creditworthiness. At September 30, 2004, the Corporation had $22.2 million of outstanding financial and performance standby letters of credit.

In 2003, the Financial Accounting Standards Board issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN No. 45"), which requires additional disclosures by a guarantor about its obligations under certain guarantees that it has issued. FIN No. 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The instruments impacted for the Corporation are financial and performance standby letters of credit. The accounting pronouncements of FIN No. 45 became effective for the Corporation on January 1, 2003, on a prospective basis. The impact of adoption was not material to the Corporation's consolidated results of operations, financial position or cash flows.

13

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

NOTE G:  OTHER

The Corporation acquired Caledonia Financial Corporation ("Caledonia"), a one-bank holding company headquartered in Caledonia, Michigan, on December 1, 2003. As of that date, Caledonia had total assets of $211 million, net loans of $184 million, total deposits of $171 million and shareholders' equity of $22.3 million. Shareholders of Caledonia received $39.00 cash for each share of Caledonia common stock in a taxable transaction. The total value of the transaction was approximately $56.8 million, of which $52.3 million was paid in cash and $4.5 million represented the value of stock options yet to be paid as of the transaction date. The purchase price represented a premium over book value of $34.5 million.

The Corporation operated Caledonia's bank subsidiary, State Bank of Caledonia, with branch offices in Caledonia, Dutton, Middleville and Kalamazoo, as a separate subsidiary until June 2004. In June, the Corporation restructured the State Bank of Caledonia into two of its other three bank subsidiaries. The branches in Caledonia, Middleville and Dutton became a part of Chemical Bank West, headquartered in the Grand Rapids area, and the Kalamazoo branch became a part of Chemical Bank Shoreline, headquartered in Benton Harbor.

On September 30, 2003, the Corporation consolidated CFC Data Corp, its wholly-owned data processing subsidiary, into the parent. The data processing operations are primarily performed for the Corporation's bank subsidiaries.

NOTE H:  EMPLOYEE BENEFIT PLANS

The components of net periodic benefit cost for the Corporation's qualified pension plan and non-qualified postretirement benefit plan are as follows:

(in thousands)	Defined Benefit Pension Plan						Postretirement Benefit Plan
Nine Months Ended September 30,	2004			2003			2004			2003
Service cost	$	3,383		$	2,732		$	23		$	16
Interest cost		3,101			2,881			237			196
Expected return on plan assets		(4,067	)		(3,730	)		-			-
Amortization of transition amount		-			(9	)		-			-
Amortization of prior service cost		(27	)		(30	)		(243	)		(243	)
Amortization of unrecognized net (gain) loss		279			(3	)		243			126
Net periodic benefit cost	$	2,669		$	1,841		$	260		$	95

14

CHEMICAL FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2004

NOTE H:  EMPLOYEE BENEFIT PLANS (continued)

For further information on the Corporation's employee benefit plans, refer to Note H to the consolidated financial statements incorporated in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003.

NOTE I:  PENDING ACCOUNTING PRONOUNCEMENTS

In January 2004, the Financial Accounting Standards Board ("FASB") issued a FASB Staff Position ("FSP"), "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," subsequently revised April 12, 2004. The FSP permits a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") and requires certain disclosures pending further consideration of the underlying accounting issues. The Act introduces a Medicare prescription drug benefit as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the Medicare benefit. The Corporation is in the process of analyzing the impact the Act will have on its employee benefit plans. The FSP is effective for financial statements for interim or ann ual periods ending after December 7, 2003. In accordance with the FSP, the Corporation elected to defer accounting for the effects of the Act.

On May 12, 2004, the FASB issued FSP 106-2, which provides authoritative guidance in the accounting for the federal subsidy resulting from the Act. The Corporation's measures of the net periodic postretirement benefit cost do not reflect any amount associated with the federal subsidy because the Corporation, as of September 30, 2004, had not concluded whether the benefits provided by the plan are actuarially equivalent to Medicare Part D under the Act.

In March 2004, the Emerging Issues Task Force ("EITF"), a standard setting body working under the FASB, reached a revised consensus on EITF Issue No. 03-1, "The Meaning of Other than Temporary Impairment and its Application to Certain Investments." The revised consensus contained a model to be used in determining whether an investment is other-than-temporarily impaired and guidance on the recognition of other-than-temporary impairment. The other-than-temporary impairment evaluation and recognition guidance was to be effective on July 1, 2004. In September 2004, the FASB issued FASB Staff Position (FSP) EITF Issue No. 03-1-a, which delayed the effective date of the guidance in EITF Issue No. 03-1 related to the evaluation and recognition of impairment on investments. In September 2004, the FASB also issued a proposed FSP which would, if adopted, revise the other-than-temporary impairment guidance contained in EITF Issue No. 03-1. The FASB plans to issue final authoritative guidance on this topic in the fou rth quarter of 2004.

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When this occurs, the effect of this guidance on the Corporation's financial condition and results of operations, if any, will be determined.

On October 13, 2004, the FASB concluded that SFAS 123R, "Share-Based Payment", would be effective for public companies for interim or annual periods beginning after June 15, 2005. The share-based payment project would require all companies to measure compensation cost for all share-based payments, including employee stock options, at fair value. The FASB plans to issue a final statement on or around December 15, 2004. The Corporation has not yet determined the method or the timing of adoption, pending the issuance of the final statement.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain significant factors that have affected the Corporation's financial condition and results of operations during the periods included in the consolidated financial statements included in this filing.

SUMMARY

The Corporation's net income was $14.3 million in the third quarter of 2004, down 1.2% from net income of $14.5 million in the third quarter of 2003. Earnings per share was $0.59 in the third quarter of 2004, down 3.3% from earnings per share of $0.61 in the third quarter of 2003.

Return on average assets in the third quarter of 2004 was 1.48%, compared to 1.60% in the third quarter of 2003. Return on average equity in the third quarter of 2004 was 12.0%, compared to 12.9% in the third quarter of 2003.

Total assets were $3.87 billion as of September 30, 2004, up $164 million, or 4.4%, from total assets of $3.71 billion as of December 31, 2003.

Total loans increased $125.2 million, or 5.0%, from December 31, 2003 to $2.61 billion as of September 30, 2004. The increase in total loans was primarily due to growth in commercial and commercial real estate loans. The growth in commercial and commercial real estate loans was due to an improved economic climate and increased emphasis by the Corporation on growing these loans in the Corporation's community bank market areas. The growth in loans slowed during the third quarter of 2004 as compared to the first half of the year, as the improvement in the economic climate in Michigan was slightly less in the third quarter of 2004, as compared to the prior six months. Total loans were up 0.7% in the third quarter of 2004 compared to 4.3% during the first six months of 2004.

Shareholders' equity increased $20.8 million, or 4.5%, from December 31, 2003 to $478.8 million as of September 30, 2004, or $19.99 per share, representing 12.4% of total assets. The increases were primarily attributable to retained net income, partially offset by a reduction in the net unrealized gain on investment securities classified as available for sale.

RESULTS OF OPERATIONS

Net Interest Income

The Corporation's net interest income in the third quarter of 2004 was $37.2 million, a $2.4 million, or 6.9%, increase from the $34.8 million recorded in the third quarter of 2003. The increase was primarily attributable to the acquisition of Caledonia in December 2003. The remainder of the increase in net interest income was attributable to the net interest spread earned on the Corporation's transaction entered into during the first quarter of 2004, whereby $150 million was borrowed from the Federal Home Loan Bank and invested in mortgage-backed securities. Net interest margin increased to 4.16% in the third quarter of 2004 from 4.12% in the third quarter of 2003. The increase in the net interest margin was attributable to a combination of a shift from investment

17

securities to the loan portfolio and the three twenty-five basis point increases in the prime rate during the nine months ended September 30, 2004.

The Corporation's net interest income in the first nine months of 2004 was $110.4 million, a $5.5 million, or 5.2%, increase from the $104.9 million recorded in the first nine months of 2003. The increase was primarily attributable to the acquisition of Caledonia in December 2003. Net interest margin decreased to 4.12% in the first nine months of 2004 from 4.20% in the first nine months of 2003.

Provision for Loan Losses

The provision for loan losses ("provision") is the amount added to the allowance for loan losses ("allowance") to absorb loan losses in the loan portfolio. The allowance provides for probable losses that have been identified with specific customer relationships and for probable losses believed to be inherent in the remainder of the loan portfolio but that have not been specifically identified. The allowance is comprised of specific allowances (assessed for loans that have known credit weaknesses), general allowances based on an assigned risk rating and an unallocated allowance for imprecision in the subjective nature of the specific and general allowance methodology. Management continuously evaluates the allowance to ensure the level is adequate to absorb losses inherent in the loan portfolio. This evaluation is based on a continuous review of the loan portfolio, both individually and by category, and includes consideration of changes in the mix and volume of the loan portfolio, actual loan loss experienc e, the financial condition of the borrowers, industry and geographical exposures within the portfolio, economic conditions and employment levels of the Corporation's local markets, and other factors affecting business sectors. A formal evaluation of the allowance is prepared quarterly to assess the risk in the loan portfolio and to determine the adequacy of the allowance. The Corporation's loan review personnel, who are independent of the loan origination function, review this evaluation.

The provision for loan losses was $0.70 million in the third quarter of 2004 and $2.11 million in the first nine months of 2004, compared to $0.54 million in the third quarter of 2003 and $2.11 million in the first nine months of 2003. Net loan charge-offs were $0.62 million in the third quarter of 2004 and $1.66 million in the first nine months of 2004, compared to $0.61 million in the third quarter of 2003 and $2.37 million in the first nine months of 2003.

Noninterest Income

Noninterest income decreased $0.65 million, or 6.3%, in the third quarter of 2004, compared to the third quarter of 2003. The decrease was primarily due to lower mortgage banking revenue of $1.3 million. Mortgage banking sales volume was lower by $117 million during the third quarter of 2004 compared to the third quarter of 2003. The decrease in loans sold was primarily due to significantly lower loan refinance activity caused by increasing interest rates. The lower mortgage banking revenue was partially offset by higher service charges on deposit accounts of $0.8 million. The increase in service charge income was primarily attributable to higher levels of customer activity in areas where fees and service charges are applicable. Excluding the impact of Caledonia, noninterest income decreased $.91 million, or 8.8%, in the third quarter of 2004, compared to the third quarter of 2003.

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Noninterest income decreased $0.08 million, or 0.3%, in the first nine months of 2004, compared to the first nine months of 2003. The slight decrease was due to a decrease in mortgage banking revenue of $2.9 million. Mortgage banking sales volume of $123 million during the first nine months of 2004 was $238 million lower, when compared to the first nine months of 2003. The decrease in loans sold was primarily due to a decrease in loan refinance activity caused by increasing interest rates. The decrease in mortgage banking revenue was almost entirely offset by an increase in service charges on deposit accounts of $1.95 million, trust services revenue of $0.42 million and investment securities gains of $0.35 million during the first nine months of 2004, compared to the first nine months of 2003. Excluding the impact of Caledonia, noninterest income decreased $0.73 million, or 2.5%, in the first nine months of 2004, compared to the first nine months of 2003.

Operating Expenses

Total operating expenses increased $1.8 million, or 7.9%, in the third quarter of 2004, compared to the third quarter of 2003. The increase in operating expenses attributable to the acquisition of Caledonia was approximately $1.1 million during the quarter ended September 30, 2004. Excluding the impact of Caledonia, operating expenses increased 3.1%, due primarily to higher employee benefit costs and occupancy expenses.

Total operating expenses increased $5.7 million, or 8.2%, in the first nine months of 2004, compared to the first nine months of 2003. The increase in operating expenses attributable to the acquisition of Caledonia was approximately $3.4 million during the first nine months of 2004. Excluding the impact of Caledonia, operating expenses increased 3.3%, due primarily to higher employee benefit costs, occupancy and equipment expenses.

Income Tax Expense

The Corporation's effective federal income tax rate was 33.7% in the third quarter of 2004 and 33.2% in the first nine months of 2004, compared to 33.6% in the third quarter of 2003 and 33.7% in the first nine months of 2003. The Corporation utilized a $0.53 million capital loss carryover deduction during the first quarter of 2004, applicable to the $0.61 million gain recognized on the sale of equity securities, which reduced federal income tax expense.

The difference between the federal statutory income tax rate and the Corporation's effective federal income tax rate primarily is a function of the proportion of the Corporation's interest income exempt from federal taxation, nondeductible interest expense, other nondeductible expenses and tax credits.

BALANCE SHEET CHANGES

Total Assets

Total assets were $3.87 billion as of September 30, 2004, up $164 million, or 4.4%, from total assets of $3.71 billion as of December 31, 2003. The increase in total assets was primarily due to the Corporation borrowing $150 million in FHLB advances, which were invested in five and seven-year balloon mortgage-backed securities.

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Loans

The Corporation's philosophy is such that it will not compromise on loan quality and generally does not make loans outside its banking markets to increase its loan portfolio. In addition, the Corporation generally does not participate in syndicated loans, which is a method utilized by many financial institutions to increase the size of their loan portfolios. The Corporation's loan portfolio is generally diversified geographically within the state of Michigan, as well as along industry lines and, therefore, the Corporation believes that its loan portfolio is reasonably sheltered from material adverse local economic impact.

Total loans as of September 30, 2004 were $2.61 billion, up $125 million or 5%, compared to $2.48 billion as of December 31, 2003.

Residential real estate loans increased $4.0 million, or 0.5%, from December 31, 2003 to $771.2 million as of September 30, 2004. Residential real estate loans represented 29.6% and 30.9% of the Corporation's loan portfolio as of September 30, 2004 and December 31, 2003, respectively. The Corporation's residential real estate loans primarily consist of one- to four-family residential loans with original terms of fifteen years or less. The loan-to-value ratio at time of origination is generally 80% or less. Loans with more than an 80% loan-to-value ratio generally require private mortgage insurance.

Real estate construction loans increased $3.3 million, or 2.4%, from December 31, 2003 to $141.5 million as of September 30, 2004. Real estate construction loans represented 5.4% and 5.6% of the Corporation's loan portfolio as of September 30, 2004 and December 31, 2003, respectively. Construction lending is generally considered to involve a higher degree of risk than one- to four-family residential lending because of the uncertainties of construction, including the possibility of costs exceeding the initial estimates and the need to obtain a tenant or purchaser of the property if it will not be owner-occupied. The Corporation generally attempts to mitigate the risks associated with construction lending by, among other things, lending primarily in its market area, using conservative underwriting guidelines, and closely monitoring the construction process.

Commercial loans increased $70.0 million, or 17.3%, from December 31, 2003 to $476.0 million as of September 30, 2004. The increase in commercial loans was due to an improved economic climate and increased emphasis on this type of lending. Commercial loans represented 18.3% and 16.4% of the Corporation's loan portfolio as of September 30, 2004 and December 31, 2003, respectively.

Commercial real estate loans increased $41.1 million, or 6.5%, from December 31, 2003 to $669.9 million as of September 30, 2004. The increase in commercial loans was primarily due to an improved economic climate and increased emphasis on growing these loans in the Corporation's community bank market areas. Commercial real estate loans represented 25.7% and 25.3% of the Corporation's loan portfolio as of September 30, 2004 and December 31, 2003, respectively.

Commercial lending and commercial real estate lending are generally considered to involve a higher degree of risk than one- to four-family residential lending. Such lending typically involves large loan balances concentrated in a single borrower for rental or business properties or for the operation of a business. In addition, the payment experience on loans secured by income-producing properties is typically dependent on the success of the operation of the related project and thus is typically affected by adverse conditions in the real estate market and in the economy. The Corporation

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generally attempts to mitigate the risks associated with commercial lending by, among other things, lending primarily in its market area and using conservative loan-to-value ratios in the underwriting process.

Consumer loans increased $6.8 million, or 1.3%, from December 31, 2003 to $547.9 million as of September 30, 2004. Consumer loans represented 21.0% and 21.8% of total loans as of September 30, 2004 and December 31, 2003, respectively.

Consumer loans generally have shorter terms than mortgage loans but generally involve more credit risk than one- to four-family residential lending because of the type and nature of the collateral. Collateral values, particularly those of automobiles, are negatively impacted by many factors, such as new car promotions, vehicle condition and economic conditions. Consumer lending collections are dependent on the borrower's continuing financial stability, and thus are more likely to be negatively affected by adverse personal situations.

Nonperforming loans consist of loans which are past due as to principal or interest by 90 days or more and are still accruing interest, loans for which the accrual of interest has been discontinued, and other loans which have been restructured to less than market terms due to a serious weakening of the borrower's financial condition. Nonperforming loans were $11.7 million as of September 30, 2004 and $11.3 million as of December 31, 2003, and represented .45% and .46% of total loans, respectively. The increase in nonperforming loans was primarily due to an increase in loans past due 90 days or more.

A loan is considered impaired when management determines it is probable that all of the principal and interest due under the contractual terms of the loan will not be collected. In most instances, the impairment is measured based on the fair market value of the underlying collateral. Impairment may also be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate. A portion of the allowance for loan losses may be allocated to impaired loans. The Corporation has taken the position that all nonaccrual commercial and commercial real estate loans are considered impaired loans.

Impaired loans totaled $3.7 million as of September 30, 2004 and $5.5 million as of December 31, 2003. After analyzing the various components of the customer relationships and evaluating the underlying collateral of impaired loans, the allowance for loan losses allocated to impaired loans was $0.7 million of impaired loans at September 30, 2004 and $2.4 million at December 31, 2003. The process of measuring impaired loans and the allocation of the allowance for loan losses requires judgment and estimation. The eventual outcome may differ from the estimates used on these loans.

The allowance for loan losses was $33.6 million at September 30, 2004 and represented 1.29% of total loans, compared to $33.2 million, or 1.34% of total loans at December 31, 2003.

LIQUIDITY

The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demands and deposit withdrawals and to capitalize on opportunities for business expansion. The banking subsidiaries' primary liquidity sources consist of investment securities, those maturing within one year and those classified as available for sale, loan payments, FHLB advances and federal funds sold.

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The Corporation's total loan to deposit ratio as of September 30, 2004 and December 31, 2003 was 87.6% and 83.6%, respectively.

The Corporation has contractual obligations that require future cash payments. The most significant of these is FHLB borrowings. The following table shows scheduled principal reductions on FHLB advances (in thousands):

October 1, 2004 - December 31, 2004	$	10,000
2005		122,390
2006		69,687
2007		10,000
2008		30,000
Thereafter		43,114
Total	$	285,191

The Corporation increased its FHLB borrowings in January 2004 by $150 million. These borrowings primarily mature in 2005 and 2006. The Corporation has investment securities maturing during 2005 and 2006 that have been identified as available to fund the FHLB scheduled principal payments.

The FHLB borrowings are collateralized by a blanket lien on qualified one- to four-family residential mortgage loans. The carrying value of these mortgage loans was $703 million, which represented a total borrowing capacity based on existing collateral of $483 million as of September 30, 2004. Therefore, the Corporation's additional borrowing availability through the FHLB at September 30, 2004 under the blanket lien agreement was $198 million. The FHLB's willingness to lend up to the total borrowing capacity is contingent upon, but not limited to, the acceptability of the Corporation's three subsidiary banks' financial condition to the FHLB at the time of each credit request, as well as the Corporation's three subsidiary banks' compliance with all applicable collateral requirements, regulations, laws, and FHLB policies. The Corporation has the option to pledge additional qualified loans and investment securities to potentially create additional borrowing availability with the FHLB.

The Corporation has various commitments that may impact liquidity. The following table summarizes the Corporation's commitments and expected expiration dates by period at September 30, 2004. Since many of these commitments historically have expired without being drawn upon, the total amount of these commitments does not necessarily represent future cash requirements of the Corporation.

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Commitments (in thousands)

	Expected Expiration Dates by Period
	Total	Less than 1 year	1 - 3 years	3 - 5 years	More than 5 years
Unused commitments to extend credit	$280,185	$176,304	$13,317	$67,446	$23,118
Undisbursed loans	82,632	82,632	-	-	-
Standby letters of credit and financial guarantees	22,234	12,923	7,234	1,147	930
Total commitments	$385,051	$271,859	$20,551	$68,593	$24,048

CAPITAL RESOURCES

As of September 30, 2004, shareholders' equity was $478.8 million, compared to $458.0 million as of December 31, 2003, resulting in an increase of $20.8 million, or 4.5%. Shareholders' equity as a percentage of total assets was 12.4% as of both September 30, 2004 and December 31, 2003.

A statement of changes in shareholders' equity covering the nine-month periods ended September 30, 2004 and September 30, 2003 follows (in thousands):

	Nine Months Ended September 30
	2004		2003
Total shareholders' equity as of January 1	$458,049		$430,339
Comprehensive income:
Net income	42,281		42,153
Change in unrealized net gains on securities
available for sale, net of tax	(7,417	)	(5,345	)
Total comprehensive income	34,864		36,808
Cash dividends paid	(19,027	)	(17,768	)
Shares issued from stock option and other plans	4,942		776
Repurchase of shares	-		(1,511	)
Total shareholders' equity as of end of period	$478,828		$448,644

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The following table represents the Corporation's regulatory capital ratios as of September 30, 2004:

	Leverage		Tier 1 Risk-Based Capital		Total Risk-Based Capital
Chemical Financial Corporation-actual ratio	10.7	%	15.8	%	17.1	%
Regulatory minimum ratio	3.0		4.0		8.0
Ratio considered "well capitalized" by    regulatory agencies	5.0		6.0		10.0

The Corporation's Tier 1 and Total capital ratios under the risk-based capital measure at September 30, 2004 exceed the regulatory agencies ratios to be considered "well capitalized" partially due to the Corporation holding $220 million in investment securities and other assets which are assigned a 0% risk rating; $841 million in assets, primarily investment securities, which are assigned a 20% risk rating; and $917 million in residential real estate mortgages and other assets which are assigned a 50% risk rating. These three risk ratings (0%, 20% and 50%) represented 50% of the Corporation's total risk-based assets (including off-balance sheet items) as of September 30, 2004.

The following table shows stock repurchase activity by the Corporation during the periods indicated:

	Three Months Ended September 30
	2004	2003
Number of shares repurchased	3,882	13,914
Average price of shares repurchased	$35.83	$33.26

All of the shares included in the table above were repurchased by the Corporation from officers and employees in payment of the exercise price and/or required tax withholding upon the exercise of stock options.

The Corporation's latest stock repurchase program allows for the repurchase of up to 441,000 shares, of which 361,779 shares were available for future repurchase as of September 30, 2004.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information concerning quantitative and qualitative disclosures about market risk contained in the discussion regarding interest rate risk and sensitivity under the captions "Liquidity Risk" and "Interest Rate Risk" on pages 17 through 21 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2003 is herein incorporated by reference. Such Annual Report was previously filed as Exhibit 13 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003.

The Corporation does not believe that there has been a material change in the nature or categories of the Corporation's primary market risk exposure, or the particular markets that present the primary risk of loss to the Corporation. As of the date of this report, the Corporation does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term. The methods by which the Corporation manages its primary market risk exposure, as described in the sections of its Annual Report to Shareholders incorporated by reference in response to this item, have not changed materially during the current year. As of the date of this report, the Corporation does not expect to make material changes in those methods in the near term. The Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Corporation's market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships are primarily determined by market factors that are beyond the Corporation's control. All information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" in this report for a discussion of the limitations on the Corporation's responsibility for such statements. In this discussion, "near term" means a period of one year following the date of the most recent consolidated statement of financial position contained in this report.

ITEM 4. CONTROLS AND PROCEDURES

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 and as of the time of 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 end of the period covered by this report. There was no change in the Corporation's internal control over financial reporting that occurred during the three months ended September 30, 2004 that has materially affected, or that is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides the purchases of equity securities by the Corporation during the periods indicated:

Period	Total Number of Shares (or Units) Purchased*	Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2004	1,517	$36.29	-	361,779
August 1-31, 2004	-	-	-	361,779
September 1-30, 2004	2,365	35.54	-	361,779
Total	3,882	$35.83	-	361,779

* All shares purchased during the three months ended September 30, 2004 were in connection with employee stock option exercises.

ITEM 6. EXHIBITS

Exhibits. The following exhibits are filed as part of this report on Form 10-Q:
Exhibit Number	Document
3.1	Restated Articles of Incorporation. Previously filed as Exhibit 4.1 to the Corporation's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
3.2	Bylaws.
31.1	Certification. Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2	Certification. Certification of Executive Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C. § 1350.

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SIGNATURES

Pursuant to the requirements 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
Date:  November 5, 2004	By: /s/ David B. Ramaker
	David B. Ramaker       Chief Executive Officer and President       (Principal Executive Officer)
Date:  November 5, 2004	By: /s/ Lori A. Gwizdala
	Lori A. Gwizdala       Executive Vice President, Chief Financial        Officer and Treasurer       (Principal Financial and Accounting        Officer)

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EXHIBIT INDEX

Exhibit Number	Document
3.1	Restated Articles of Incorporation. Previously filed as Exhibit 4.1 to the Corporation's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
3.2	Bylaws.
31.1	Certification. Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification. Certification of Executive Vice President, Chief Financial Officer and Treasurer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C. § 1350.

EX-3.2

EXHIBIT 3.2

BYLAWS

OF

CHEMICAL FINANCIAL CORPORATION
(as amended through July 19, 2004)

ARTICLE I

OFFICES

          1.01          PRINCIPAL OFFICE. The principal office of the corporation shall be at such place within the state of Michigan as the Board of Directors shall determine from time to time.

          1.02          OTHER OFFICES. The corporation may also have offices at such other places as the Board of Directors from time to time determines or the business of the corporation requires.

ARTICLE II

SEAL

          2.01          SEAL. The corporation shall have a seal in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed, reproduced or otherwise.

ARTICLE III

CAPITAL STOCK

          3.01          ISSUANCE OF SHARES. The shares of capital stock of the corporation shall be issued in such amounts, at such times, for such consideration and on such terms and conditions as the Board shall deem advisable, subject to the provisions of the Articles of Incorporation of the corporation and the further provisions of these Bylaws, and subject also to any requirements or restrictions imposed by the laws of the State of Michigan.

          3.02          CERTIFICATES FOR SHARES. The shares of the corporation may be represented by certificates signed by the Chairman of the Board, President or a Vice President and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. In case an officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before the certificate is issued, it may be issued by the corporation with the same effect as if he were such

officer at the date of issuance. A certificate representing shares shall state upon its face that the corporation is formed under the laws of the State of Michigan; the name of the person to whom it is issued; the number and class of shares, and the designation of the series, if any, which the certificate represents; the par value of each share represented by the certificate, or a statement that the shares are without par value; and such other provisions as may be required by the laws of the State of Michigan. The Board of Directors may authorize the issuance of some or all of the shares of any class or series of stock of the corporation without certificates.

          3.03          TRANSFER OF SHARES. The shares of the capital stock of the corporation are transferable only on the books of the corporation and, if such shares are certificated, upon surrender of the certificate therefor, properly endorsed for transfer, and the presentation of such evidences of ownership and validity of the assignment as the corporation may require.

          3.04          REGISTERED SHAREHOLDERS. The corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof for purposes of dividends and other distributions in the course of business, or in the course of recapitalization, consolidation, merger, reorganization, sale of assets, liquidation or otherwise and for the purpose of votes, approvals and consents by shareholders, and for the purpose of notices to shareholders, and for all other purposes whatever, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice thereof, save as expressly required by the laws of the State of Michigan.

          3.05          LOST OR DESTROYED CERTIFICATES. Upon the presentation to the corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of stock of the corporation, the Board of Directors shall direct the issuance of a new certificate or certificates to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of new certificates any or all of the following: (a) presentation of additional evidence or proof of the loss, destruction or mutilation claimed; (b) advertisement of loss in such manner as the Board of Directors may direct or approve; (c) a bond or agreement of indemnity, in such form and amount and with such sureties, or without sureties, as the Board of Directors may direct or approve; (d) the order or approval of a court or judge.

ARTICLE IV

SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS

          4.01          PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal office of the corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of meeting.

          4.02          ANNUAL MEETING. The annual meeting of the shareholders of the corporation shall be held on the third Monday of the fourth calendar month after the end of the corporation's fiscal year at 2 o'clock in the afternoon. Directors shall be elected at each annual meeting and such other business transacted as may come before the meeting.

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          4.03          SPECIAL MEETINGS. Special meetings of shareholders may be called by the Board of Directors, the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary at the written request of shareholders holding a majority of the shares of stock of the corporation outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called.

          4.04          NOTICE OF MEETINGS. Except as otherwise provided by statute, written notice of the time, place and purposes of a meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at the meeting, either personally or by mailing such notice to his or her last address as it appears on the books of the corporation. No notice need be given of an adjourned meeting of the shareholders provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment a new record date is fixed for the adjourned meeting a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice as provided in this Byla w.

          4.05          RECORD DATES. The Board of Directors, the Chairman of the Board (if such office is filled) or the President may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action. The date fixed shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action. In such case only such shareholder as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or adjournment therefor, or to express consent or to dissent from such proposal, or to receive payment of such dividend or to receive such all otment of rights, or to participate in any other action, as the case may be, notwithstanding any transfer of any stock on the books of the corporation, or otherwise, after any such record date. Nothing in this Bylaw shall affect the rights of a shareholder and his or her transferee or transferor as between themselves.

          4.06          LIST OF SHAREHOLDERS. The Secretary of the corporation or the agent of the corporation having charge of the stock transfer records for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder; be produced at the time and place of the meeting; be subject to inspection by any shareholder during the whole time of the meeting; and be prima facie evidence as to who are the shareholders entitled to examine the list or vote at the meeting.

          4.07          QUORUM. Unless a greater or lesser quorum is required in the Articles of Incorporation or by the laws of the State of Michigan, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the

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outstanding shares of the corporation entitled to vote at the meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this Bylaw applies in determining the presence of a quorum of such class or series for transaction of such item of business.

          4.08          PROXIES. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for him or her by proxy. A proxy shall be signed by the shareholder or his or her authorized agent or representative and shall not be valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by the laws of the State of Michigan.

          4.09          INSPECTORS OF ELECTION. The Board of Directors, in advance of a shareholders' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the shareholders' meeting may, and on request of a shareholder entitled to vote thereat shall, appoint one or more inspectors. In case a person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Directors in advance of the meeting or at the meeting by the person presiding thereat. If appointed, the inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots or c onsents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or a shareholder entitled to vote thereat, the inspectors shall make and execute a written report to the person presiding at the meeting of any of the facts found by them and matters determined by them. The report shall be prima facie evidence of the facts stated and of the vote as certified by the inspectors.

          4.10          VOTING. Each outstanding share is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation. Votes shall be cast in writing, signed by the shareholder or his or her proxy. When an action, other than the election of directors, is to be taken by a vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by the laws of the State of Michigan. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at any election.

          4.11          SHAREHOLDER PROPOSALS. Except as otherwise provided by statute, the corporation's Articles of Incorporation or these Bylaws:

(a) No matter may be presented for shareholder action at an annual or special meeting of shareholders unless such matter is: (i) specified in the notice of the meeting (or any supplement to the notice) given by or at the direction of the Board of Directors; (ii) otherwise presented at the meeting

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	by or at the direction of the Board of Directors; (iii) properly presented for action at the meeting by a shareholder in accordance with the notice provisions set forth in this Section and any other applicable requirements; or (iv) a procedural matter presented, or accepted for presentation, by the Chairman in his or her sole discretion.
(b)	For a matter to be properly presented by a shareholder, the shareholder must have given timely notice of the matter in writing to the Secretary of the corporation. To be timely, the notice must be delivered to or mailed to and received at the principal executive offices of the corporation not less than 120 calendar days prior to the date corresponding to the date of the corporation's proxy statement or notice of meeting released to shareholders in connection with the last preceding annual meeting of shareholders in the case of an annual meeting (unless the corporation did not hold an annual meeting within the last year, or if the date of the upcoming annual meeting changed by more than thirty days from the date of the last preceding meeting, then the notice must be delivered or mailed and received not more than ten days after the earlier of the date of the notice of the meeting or public disclosure of the date of the meeting), and not more than ten days after the earlier of the date of the notice of the m eeting or public disclosure of the date of the meeting in the case of a special meeting. The notice by the shareholder must set forth: (i) a brief description of the matter the shareholder desires to present for shareholder action; (ii) the name and record address of the shareholder proposing the matter for shareholder action; (iii) the class and number of shares of capital stock of the corporation that are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in the matter proposed for shareholder action. For purposes of this Section, "public disclosure" means disclosure in a press release reported by the Dow Jones News Service, Associated Press or other comparable national financial news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15 of the Securities Exchange Act of 1934, as amended.
(c)	Except to the extent that a shareholder proposal submitted pursuant to this Section is not made available at the time of mailing, the notice of the purposes of the meeting shall include the name and address of and the number of shares of the voting security held by the proponent of each shareholder proposal.
(d)	Notwithstanding the above, if the shareholder desires to require the corporation to include the shareholder's proposal in the corporation's proxy materials, matters and proposals submitted for inclusion in the corporation's proxy materials shall be governed by the solicitation rules and regulations of the Securities Exchange Act of 1934, as amended, including without limitation Rule 14a-8.

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ARTICLE V

DIRECTORS

          5.01          NUMBER. The business and affairs of the corporation shall be managed by a Board of not less than five (5) nor more than twenty-five (25) directors as shall be fixed from time to time by the Board of Directors. The directors need not be residents of Michigan or shareholders of the corporation.

          5.02          ELECTION, RESIGNATION AND REMOVAL. Directors shall be elected at each annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified, or until his or her resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation. A director or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors.

          5.03          NOMINATIONS OF DIRECTOR CANDIDATES.

(a)	Nominations of candidates for election to the Board of Directors of the corporation at any annual meeting of shareholders or at any special meeting of shareholders called for election of directors (an "Election Meeting") may be made by the Board of Directors or by a shareholder of record of shares of a class entitled to vote at such Election Meeting.
(b)	Nominations made by the Board of Directors shall be made at a meeting of the Board of Directors, or by written consent of directors in lieu of a meeting, not less than ten days prior to the date of an Election Meeting; provided, that approval by the Board of Directors of the corporation's proxy statement with respect to an Election Meeting in which nominees for director are named shall constitute the nominations of the Board of Directors.
(c)	A shareholder of record of shares of a class entitled to vote at an Election Meeting may make a nomination at an Election Meeting if, and only if, such shareholder shall have first delivered, not less than 120 days prior to the date of the Election Meeting in the case of an annual meeting, and not more than seven days following the date of notice of the Election Meeting in the case of a special meeting, a notice to the Secretary of the corporation setting forth with respect to each proposed nominee: (i) the name, age, business address and residence address of such nominee; (ii) the principal occupation or employment of such nominee; (iii) the number of shares of capital stock of the corporation which are beneficially owned by such nominee; (iv) a statements that such nominee is willing to be nominated and to serve if elected; and (v) such other information concerning such nominee as would be required under the rules of the

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	Securities and Exchange Commission to be provided in a proxy statement soliciting proxies for the election of such nominee.
(d)	If the chairman of the Election Meeting determines that a nomination was not made in accordance with the foregoing procedures, such nomination shall be void and all votes cast in favor of election of a person so nominated shall be disregarded.

          5.04          VACANCIES. Vacancies in the Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless filled by proper action of the shareholders of the corporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders.

          5.05          ANNUAL MEETING. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, or within three (3) days of such time excluding Sundays and legal holidays if such later time is deemed advisable, at the place where such meeting of the shareholders has been held or such other place as the Board may determine, for the purpose of election of officers and consideration of such business that may properly be brought before the meeting; provided, that if less than a majority of the directors appear for an annual meeting of the Board of Directors the holding of such annual meeting shall not be required and the matters which might have been taken up therein may be taken up at any later special or annual meeting, or by consent resolution.

          5.06          REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors. Special meetings of the Board may be called by the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary upon the written request of any two directors.

          5.07          NOTICES. No notice shall be required for annual or regular meetings of the Board or for adjourned meetings, whether regular or special. Three days' written notice shall be given for special meetings of the Board, and such notice shall state the time, place and purpose or purposes of the meeting.

          5.08          QUORUM. A majority of the Board of Directors then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board or of the committee, except as a larger vote may be required by the laws of the State of Michigan. A member of the Board or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting.

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          5.09          EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint three or more members of the Board as an executive committee to exercise all powers and authorities of the Board in management of the business and affairs of the corporation, provided, however, that such committee shall not have power or authority to:

(a)	amend the Articles of Incorporation;
(b)	adopt an agreement of merger or consolidation;
(c)	recommend to shareholders the sale, lease or exchange of all or substantially all of the corporation's property and assets;
(d)	recommend to shareholders a dissolution of the corporation or revocation of a dissolution;
(e)	amend these Bylaws;
(f)	fill vacancies in the Board;
(g)	fix the compensation of the directors for serving on the Board or on a committee; or
(h)	unless expressly authorized by the Board, declare a dividend or authorize the issuance of stock.

                    The Board of Directors from time to time may, by like resolution, appoint such other committees of one or more directors to have such authority as shall be specified by the Board in the resolution making such appointments. The Board of Directors may designate one or more directors as alternate members of any committee who may replace an absent or disqualified member at any meeting thereof.

          5.10          DISSENTS. A director who is present at a meeting of the Board of Directors, or a committee thereof of which he or she is a member, at which action on a corporate matter is taken is presumed to have concurred in that action unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board, or a committee thereof of which he or she is a member, at which any such action is taken is presumed to have concurred in the action unless he or she files his or her written dissent with the Secretary of the corporation within a reaso nable time after he or she has knowledge of the action.

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          5.11          COMPENSATION. The Board of Directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers.

ARTICLE VI

NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING

          6.01          NOTICES. All notices of meetings required to be given to shareholders, directors or any committee of directors may be given by mail, telegram, radiogram or cablegram to any shareholder, director or committee member at his or her last address as it appears on the books of the corporation. Such notice shall be deemed to be given at the time when the same shall be mailed or otherwise dispatched.

          6.02          WAIVER OF NOTICE. Notice of the time, place and purpose of any meeting of shareholders, directors or committee of directors may be waived by telegram, radiogram, cablegram or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Michigan. Attendance of a person at any meeting of shareholders, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

          6.03          ACTION WITHOUT A MEETING. Any action required or permitted at any meeting of shareholders or directors or committee of directors may be taken without a meeting, without prior notice and without a vote, if all of the shareholders or directors or committee members entitled to vote thereon consent thereto in writing.

ARTICLE VII

OFFICERS

          7.01          NUMBER. The Board of Directors shall elect or appoint a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Treasurer, and one or more other officers as the Board of Directors may from time to time determine. The Chairman of the Board, the President and the Chief Executive Officer, if such person is not also the President, shall be members of the Board of Directors. Any two or more offices, except those of President and Vice President and those of Chief Executive Officer and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify an instrument in more than one capacity.

          7.02          TERM OF OFFICE, RESIGNATION AND REMOVAL. The Chairman of the Board and each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation

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or removal. The Chairman of the Board and any officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. An officer may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer does not of itself create contract rights.

          7.03          VACANCIES. The Board of Directors may fill any vacancies in the Chairman of the Board position or any office occurring for whatever reason.

          7.04          AUTHORITY. The Chairman of the Board and all officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these Bylaws.          

ARTICLE VIII

DUTIES OF OFFICERS

          8.01          CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors at which he or she is present. He or she shall have such other duties and powers as may be imposed upon or given to him or her by the Board of Directors but shall not be an officer or executive officer of the corporation.

          8.02          CHIEF EXECUTIVE OFFICER.          The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, and he or she shall have the general and active powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations which are held by the corporation. In the absence or disability of the Chairman of the Board, he or she also shall perform the duties and execute the powers of the Chairman of the Board as set forth in these Bylaws.

          8.03          PRESIDENT. The President shall have such duties as may be assigned to him or her from time to time by the Chief Executive Officer or the Board of Directors. The President may also be the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall perform the duties and execute the powers of the Chief Executive Officer as set forth in these Bylaws.

          8.04          VICE PRESIDENTS. The Vice Presidents, in order of their seniority based upon executive title, shall, in the absence or disability of the President, perform his or her duties and exercise his or her powers and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time prescribe.

          8.05          SECRETARY. The Secretary shall attend all meetings of the Board of Directors and of shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the

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shareholders and of the Board of Directors. He or she shall keep in safe custody the seal of the corporation, if any, and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his or her signature, or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of his or her duties, powers and authorities to one or more Assistant Secretaries, unless such delegation is disapproved by the Board.

          8.06          TREASURER. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books of the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He or she shall render to the Chief Executive Officer, the President and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer may delegate any of his or her duties, powers and authorities to one or more Assistant Treasurers unless such delegation be disapproved by the Board of Directors.

          8.07          ASSISTANT SECRETARIES AND TREASURERS. The Assistant Secretaries, in the order of their seniority based upon executive title, shall perform the duties and exercise the powers and authorities of the Secretary in case of his or her absence or disability. The Assistant Treasurers, in the order of their seniority based upon executive title, shall perform the duties and exercise the powers and authorities of the Treasurer in case of his or her absence or disability. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Chief Executive Officer, the President, or the Board of Directors may prescribe.

          8.08          OTHER OFFICERS.          The Board of Directors may, from time to time, appoint such other officers of the corporation as the Board of Directors may consider appropriate. Such officers shall perform such duties and exercise such authority as the Board of Directors may prescribe.

          8.09          EXECUTIVE OFFICERS.          The Chief Executive Officer, President, Secretary and Treasurer, together with such other officers specifically designated by the Board of Directors, shall be known as the executive officers and shall have all of the usual powers and shall perform all of the usual duties incident to their respective offices.

ARTICLE IX

SPECIAL CORPORATE ACTS

          9.01          ORDERS FOR PAYMENT OF MONEY. All checks, drafts, notes, bonds, bills of exchange and orders for payment of money of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

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          9.02          CONTRACTS AND CONVEYANCES. The Board of Directors of the corporation may in any instance designate the officer and/or agent who shall have authority to execute any contract, conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the Chief Executive Officer, the President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto.

ARTICLE X

BOOKS AND RECORDS

          10.01          MAINTENANCE OF BOOKS AND RECORDS. The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation's business and affairs, minutes of the proceedings of its shareholders, Board and committees, if any, and such stock ledgers and lists of shareholders, as the Board of Directors shall deem advisable, and as shall be required by the laws of the State of Michigan and other states or jurisdictions empowered to impose such requirements. Books, records and minutes may be kept within or without the State of Michigan in a place which the Board shall determine.

          10.02          RELIANCE ON BOOKS AND RECORDS. In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon the opinion of counsel for the corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the corporation represented to him or her to be correct by the President or the officer of the corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation.

ARTICLE XI

INDEMNIFICATION

          11.01          INDEMNIFICATION. The corporation shall provide indemnification to persons who serve or have served as directors, officers, employees or agents of the corporation, and to persons who serve or have served at the request of the corporation as directors, officers, employees, partners or agents of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, to the fullest extent permitted by the Michigan Business Corporation Act, as the same now exists or may hereafter be amended.

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ARTICLE XII

AMENDMENTS

          12.01          AMENDMENTS. The Bylaws of the corporation may be amended, altered or repealed, in whole or in part, by the shareholders or by the Board of Directors at any meeting duly held in accordance with these Bylaws, provided that notice of the meeting includes notice of the proposed amendment, alternative or repeal.

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EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, David B. Ramaker, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Chemical Financial Corporation;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 5, 2004

/s/ David B. Ramaker

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

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Lori A. Gwizdala, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Chemical Financial Corporation;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 5, 2004

/s/ Lori A. Gwizdala

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

EX-32.1

EXHIBIT 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, each of the undersigned hereby certifies in his or her capacity as an officer of Chemical Financial Corporation (the "Company") that the Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2004 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

Dated: November 5, 2004	/s/ David B. Ramaker
	David B. Ramaker President and Chief Executive Officer
Dated: November 5, 2004	/s/ Lori A. Gwizdala
	Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer