10-K

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

FORM 10-K

[X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
	Act of 1934 for the fiscal year ended December 31, 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 E. Main Street Midland, Michigan (Address of Principal Executive Offices)	48640 (Zip Code)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    X     No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X)  

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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2004 was $776,645,139.

The number of shares outstanding of the registrant's Common Stock, $1 par value, at March 7, 2005 was 25,184,252.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, are incorporated by reference in Parts I and II (Items 1 and 5-9A).
Portions of the registrant's definitive Proxy Statement for its April 18, 2005 annual shareholders' meeting are incorporated by reference in Part III (Items 10-14).

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 Chemical Financial Corporation itself. Words such as "anticipates," "believes," "estimates," "judgment," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, certain statements under the subheadings "Liquidity Risk" and "Market Risk" in "Management's Discussion and Analysis" are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking sta tements. Chemical Financial Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Risk factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking 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 acquisitions 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.

PART I

Item 1.  Business.

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

In addition to the acquisition of CB&T, the Corporation acquired nineteen community banks and thirteen branch bank offices through December 31, 2004. The Corporation has consolidated these acquisitions into three commercial bank subsidiaries. At December 31, 2004, the Corporation's three subsidiary banks were as follows: CB&T, headquartered in Midland, Michigan; Chemical Bank Shoreline, headquartered in Benton Harbor, Michigan; and Chemical Bank West, headquartered in the Grand Rapids, Michigan area.

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

CFC Financial Services, Inc. is an insurance subsidiary that operates under the assumed name of CFC Investment Centers (a provider of mutual funds and annuity products to customers). In December 2004, the Corporation sold its property and casualty agency book of business and discontinued the use of "Chemical Financial Insurance Agency" at that time. CFC Title Services, Inc. is an issuer of title insurance to buyers and sellers of residential and commercial mortgage properties, including properties subject to loan refinancing.

At December 31, 2004, Chemical was the fourth largest bank holding company headquartered in Michigan, measured by total assets, and together with its subsidiaries employed a total of 1,366 full-time equivalent employees.

Chemical's business is concentrated in a single industry segment - commercial banking. Chemical's subsidiaries offer a full range of commercial banking and fiduciary products and services. These include business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, electronically accessed banking products, residential and commercial real estate financing, commercial lending, consumer financing, debit cards, safe deposit

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services, automated teller machines, access to insurance and investment products, money transfer services, corporate and personal trust services and other banking services.

The principal markets for these financial services are the communities within Michigan in which Chemical's subsidiaries are located and the areas surrounding these communities. As of December 31, 2004, Chemical and its subsidiaries served these markets through 132 banking offices and one loan production office across 32 counties, all in the lower peninsula of Michigan. In addition to the banking offices, the subsidiary banks operated 136 automated teller machines, both on- and off-bank premises, as of December 31, 2004.

Chemical's largest subsidiary bank is CB&T. CB&T represented 45% of total deposits and 38% of total loans of Chemical and its subsidiaries on a consolidated basis as of December 31, 2004. Chemical's bank subsidiaries' largest loan category is residential real estate mortgages. At December 31, 2004, residential real estate loans totaled $761 million, or 29.4% of consolidated total loans. Residential real estate loans decreased $6.4 million or 0.8% during 2004. The Corporation's general practice is to sell residential real estate loan originations with maturities of fifteen years and longer in the secondary market. The Corporation sold $153 million of long-term fixed rate residential real estate loans during 2004. This compares with $409 million and $501 million of residential real estate loans sold during 2003 and 2002, respectively. The decrease in loans sold in 2004 was attributable to the stabilization of long-term interest rates in 2004 and the resulting decline in residential loan refinancing volume. The Corporation realized growth in commercial and real estate commercial loans in 2004, as the focus over the past two years has been to increase such loans. Commercial loans increased $63 million, or 15.5%, and real estate commercial loans increased $69 million, or 11.0%, during 2004. Commercial and real estate commercial loans combined comprised 45.1%, 41.7% and 39.0% of consolidated total loans as of December 31, 2004, 2003 and 2002, respectively.

The principal sources of revenues for Chemical are interest and fees on loans, which accounted for 67% of total revenues in 2004, 65% of total revenues in 2003, and 63% of total revenues in 2002. Interest on investment securities is also a significant source of revenue, accounting for 15% of total revenues in 2004, 17% of total revenues in 2003 and 21% of total revenues in 2002. Chemical has no foreign loans, assets or activities. No material part of the business of Chemical or its subsidiaries is dependent upon a single customer or very few customers.

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

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

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

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be closely related to banking, and (3) transactions between bank holding company subsidiary banks are significantly restricted by banking laws and regulations. Somewhat broader activities are permitted for qualifying financial holding companies, such as Chemical, and "financial subsidiaries." Chemical currently does not have any subsidiaries that have elected to qualify as "financial subsidiaries."

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

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

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

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

The recapitalization of the Savings Association Insurance Fund ("SAIF") was accomplished through the enactment of The Deposit Insurance Funds Act of 1996 (the "Funds Act"). This legislation authorized the Financing Corporation ("FICO") to impose periodic assessments on depository institutions that are members of the BIF, in addition to institutions that are members of the SAIF. The purpose of these periodic assessments is to spread the cost of the interest payments on the outstanding FICO bonds over a larger number of institutions. Until the change in the law, only SAIF-member institutions bore the cost of funding these interest payments. FDIC premiums, which consisted exclusively of the FICO assessment, were $0.44 million in 2004, $0.45 million in 2003 and $0.50 million in 2002.

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

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

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Bank holding companies may acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state law. Banks may establish interstate branch networks through acquisitions of other banks. The establishment of de novo interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed only if specifically authorized by state law.

Michigan permits both U.S. and non-U.S. banks to establish branch offices in Michigan. The Michigan Banking Code permits, in appropriate circumstances and with the approval of the Michigan Office of Financial and Insurance Services (1) acquisition of Michigan banks by FDIC-insured banks, savings banks or savings and loan associations located in other states, (2) sale by a Michigan bank of branches to an FDIC-insured bank, savings bank or savings and loan association located in a state in which a Michigan bank could purchase branches of the purchasing entity, (3) consolidation of Michigan banks and FDIC-insured banks, savings banks or savings and loan associations located in other states having laws permitting such consolidation, (4) establishment of branches in Michigan by FDIC-insured banks located in other states, the District of Columbia or U.S. territories or protectorates having laws permitting a Michigan bank to establish a branch in such jurisdiction, and (5) establishment by foreign banks of branc hes located in Michigan.

Mergers, Acquisitions, Consolidations and Divestitures

The following is a summary of the business combinations and divestiture completed during the three-year period ended December 31, 2004.

On October 22, 2004, CB&T sold its branch bank office located in Frandor, Michigan to Republic Bank. The branch had total deposits of approximately $6 million as of the date of sale.

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, total 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. The purchase price represented a premium over book value of $34.5 million. The acquisition was accounted for by the purchase method of accounting; therefore, the financial results of Caledonia's operations are included from the acquisition date, with no restatement of prior period amounts.

On June 24, 2004, the Corporation restructured Caledonia's bank subsidiary, the State Bank of Caledonia, into two of the Corporation's three existing bank subsidiaries. The State Bank of Caledonia's Kalamazoo branch became a part of Chemical Bank Shoreline, headquartered in Benton Harbor. The State Bank of Caledonia, including its remaining branches in Caledonia, Middleville and Dutton, merged into Chemical Bank West, headquartered in the Grand Rapids area.

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

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

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The information under the following captions in the registrant's Annual Report to Shareholders for the year ended December 31, 2004, further describes the business of Chemical and is here incorporated by reference (tables are included under the caption "Management's Discussion and Analysis"):

Caption	Pages
Five-Year Summary of Selected Financial Data	2
Table 2. Average Balances, Tax Equivalent Interest and
Effective Yields and Rates	7
Table 3. Volume and Rate Variance Analysis	8
Table 4. Summary of Loans and Loan Loss Experience	10
Table 5. Comparison of Loan Maturities and Interest Sensitivity	11
Table 6. Nonperforming Assets	12
Table 7. Allocation of the Allowance For Loan Losses	15
Table 8. Maturities and Yields of Investment Securities
at December 31, 2004	19
Table 9. Summary of Investment Securities	19
Table 10. Maturity Analysis of Investment Securities	19
Management's Discussion and Analysis subheadings:
"Net Interest Income," "Loans," "Nonperforming
Assets," "Provision and Allowance For Loan Losses," "Liquidity Risk"
and "Market Risk"	7-23
Table 11. Maturity Distribution of Time Deposits of $100,000 or More	20
Table 12. Financial Obligations	21
Table 13. Commitments	21
Note C - Investment Securities	36-37
Note E - Loans	38-39

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

Item 2.  Properties.

The executive offices of Chemical, the main office of CB&T and CFC Financial Services, Inc. are located in a three story, approximately 74,000 square foot, office building in downtown Midland, which is 100% owned by CB&T. The Trust Department of CB&T is headquartered in a separate three story, approximately 35,000 square foot, office building in downtown, Midland, which is 100% owned by Chemical. The Trust Department currently uses approximately one-third of the available space in the building; the remainder is leased to unaffiliated businesses.

Chemical's subsidiary banks conduct business from a total of 132 banking offices and one loan production office as of December 31, 2004. These offices are located in the lower peninsula of Michigan. Of the total offices, 125 are owned by the subsidiary banks and 8 are leased from independent parties with remaining lease terms of 3 months to 10 years and 8 months. This leased property is considered insignificant.

Item 3.  Legal Proceedings.

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

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

None.

Supplemental Item. Executive Officers of the Registrant.

Biographical information concerning Chemical's executive officers who are not directors or nominated for election to the Board of Directors, as of December 31, 2004, is presented below. Executive officer appointments are made or reaffirmed annually at the organizational meeting of the board of directors. At its regular meetings, the board of directors may also make other executive officer appointments.

Bruce M. Groom, age 63, is Executive Vice President and Senior Trust Officer of Chemical Bank and Trust Company. He joined Chemical Bank and Trust Company on April 29, 1985 as Senior Vice President and was promoted to Senior Trust Officer in May 1986, First Senior Vice President in January 2001 and Executive Vice President in February 2002. Mr. Groom is an attorney. Mr. Groom is a member of the Executive Management Committee of Chemical.

Lori A. Gwizdala, age 46, is Executive Vice President, Chief Financial Officer and Treasurer of Chemical. She joined Chemical as Controller on January 1, 1985 and was named Chief Financial Officer in May 1987, Senior Vice President in February 1991, Treasurer in April 1994 and Executive Vice President in January 2002. Ms. Gwizdala has served as a director of CFC Financial Services, Inc. and CFC Title Services, Inc. since 1997, and as a director of Chemical Bank West since January 2002. Ms. Gwizdala is a certified public accountant. Ms. Gwizdala is a member of the Executive Management Committee of Chemical.

Thomas W. Kohn, age 50, is President, Chief Executive Officer and a director of Chemical Bank West. Mr. Kohn became President of Chemical Bank Montcalm (merged into Chemical Bank West) in 1991 and President, Chief Executive Officer and a director of Chemical Bank West in January 2002. Mr. Kohn is a member of the Executive Management Committee of Chemical.

William C. Lauderbach, age 62, is Executive Vice President and Senior Investment Officer of Chemical Bank and Trust Company. He joined Chemical Bank and Trust Company as a Trust Officer on July 2, 1973, was promoted to Vice President and Trust Officer in March 1980, Investment Officer in January 1985, Senior Vice President in February 1991, First Senior Vice President in January 2001 and Executive Vice President in February 2002. Mr. Lauderbach is a member of the Executive Management Committee of Chemical.

James R. Milroy, age 44, is Executive Vice President and Chief Operating Officer of Chemical Financial Corporation. Mr. Milroy joined Shoreline Financial Corporation and Shoreline Bank in 1990 as Vice President and Comptroller. He was promoted to Senior Vice President and Comptroller in May 1993 and Executive Vice President and Comptroller in July 1997. Mr. Milroy was named President of Shoreline Financial Corporation in June 1999 and President and Chief Executive Officer of Chemical Bank Shoreline in January 2001. Mr. Milroy was named Executive Vice President and Chief Operating Officer of Chemical Financial Corporation in January 2002. Mr. Milroy became a director of Shoreline Bank in June 1999, and a director of CFC Financial Services, Inc. and CFC Title Services, Inc. in February 2002. Mr. Milroy is a member of the Executive Management Committee of Chemical.

John A. Reisner, age 59, is President, Chief Executive Officer and a director of Chemical Bank and Trust Company. Mr. Reisner joined the Chemical Financial organization in 1979 and has served in various senior management positions. Mr. Reisner served as President of Chemical Bank West for thirteen years prior to his appointment in January 2002 as President, Chief Executive Officer and a director of Chemical Bank and Trust Company. Mr. Reisner is a member of the Executive Management Committee of Chemical.

James E. Tomczyk, age 52, is President, Chief Executive Officer and a director of Chemical Bank Shoreline. Mr. Tomczyk joined Shoreline Bank in February 1999 as Executive Vice President of its Private Banking, Trust and Investment divisions and became Senior Executive Vice President of these divisions in October 2000. Mr. Tomczyk

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became President, Chief Executive Officer and a director of Chemical Bank Shoreline in January 2002. Mr. Tomczyk is a member of the Executive Management Committee of Chemical.

PART II

Item 5.  Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The information under the heading "Market for Chemical Financial Corporation Common Stock and Related Shareholder Matters" on page 53 of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference. There were no issuer purchases of the Corporation's common stock during 2004.

Item 6.  Selected Financial Data.

The information under the caption "Five-Year Summary of Selected Financial Data" on page 2 and the subheading "Financial Highlights" of "Management's Discussion and Analysis" on pages 3 through 7 (inclusive) of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference.

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

The information under the heading "Management's Discussion and Analysis" on pages 3 through 24 (inclusive) of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference.

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

The information under the subheading "Liquidity Risk" on pages 18 through 20 (inclusive) and "Market Risk" on pages 22 through 23 (inclusive) of "Management's Discussion and Analysis" of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference.

Item 8.  Financial Statements and Supplementary Data.

The financial statements, notes, and independent registered public accounting firm's report on pages 25 through 52 (inclusive) of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference.

The information under the caption "Supplemental Quarterly Financial Information (Unaudited)" on page 53 of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference.

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

Not applicable.

Item 9A.  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

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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 December 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting.

The information under the subcaption "Management's Assessment of Internal Control Over Financial Reporting" on page 51 of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference.

The information under the subcaption "Report on Internal Control Over Financial Reporting" on page 52 of the registrant's Annual Report to Shareholders for the year ended December 31, 2004, is here incorporated by reference.

Item 9B.  Other Information.

Not applicable.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

The information set forth under the heading "Chemical Financial's Board of Directors and Nominees for Election as Directors" on pages 2 through 5 (inclusive) and the subheading "Section 16(a) Beneficial Ownership Reporting Compliance" on page 16 in the registrant's definitive Proxy Statement for its April 18, 2005 annual meeting of shareholders is here incorporated by reference.

Chemical has adopted a Code of Ethics for Senior Financial Officers and Members of the Executive Management Committee, which applies to the Chief Executive Officer and the Chief Financial Officer, as well as all other senior financial and accounting officers. The Code of Ethics is posted on Chemical's website at "www.chemicalbankmi.com." Chemical intends to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of the Code of Ethics by posting such information on its website at "www.chemicalbankmi.com."

Item 11.  Executive Compensation.

The information set forth under the heading "Executive Compensation" on pages 9 through 12 (inclusive) and the sub-heading "Compensation of Directors" on page 5 in the registrant's definitive Proxy Statement for its April 18, 2005 annual meeting of shareholders is here incorporated by reference.

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

The information set forth under the heading "Ownership of Chemical Financial Common Stock" on pages 6 and 7 in the registrant's definitive Proxy Statement for its April 18, 2005 annual meeting of shareholders is here incorporated by reference.

The following table presents information regarding the equity compensation plans both approved and not approved by shareholders at December 31, 2004:

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Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	591,773	$31.51	173,718
Equity compensation plans not approved by security holders	34,242	$17.19	63,276
Total	626,015	$30.73	236,994

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

The 1997 plan was approved by the shareholders at the April 21, 1997 annual meeting of shareholders. At the April 20, 1992 annual meeting of shareholders, the shareholders voted to increase the authorized shares issuable under the 1987 plan by 100,000 shares and extend the plan to April 20, 1997. Key employees of the Corporation and its subsidiaries, as the Compensation Committee of the board of directors may select from time to time, are eligible to receive awards under the 1997 plan. No employee of the Corporation may receive any awards under the 1997 plan while the employee is a member of the Compensation Committee. No new awards may be made under the 1987 plan or the Shoreline Plan. New awards for up to 173,718 shares may be made under the 1997 plan.

The plans provide that the option price of incentive stock options awarded shall not be less than the fair market value of the Corporation's common stock on the date of grant. Historically, options granted under the plans become exercisable from one to five years from the date of grant, at the discretion of the Compensation Committee, and expire not later than ten years and one day after the date of grant. Options granted may be designated nonqualified stock options or incentive stock options. Options granted may include stock appreciation rights that entitle the recipient to receive cash or a number of shares of common stock without payment to the Corporation that have a market value equal to the difference between the option price and the market price of the total number of shares awarded under the option at the time of exercise of the stock appreciation right. The plans provide, at the discretion of the Compensation Committee, that payment for exercise of an option may be made in the form of shares of the Corporation's common stock having a fair market value equal to the exercise price of the option at the time of exercise, or in cash. The plans also provide for the payment of the required tax withholding generated upon the exercise of a nonqualified stock option in the form of shares of the Corporation's common stock having a fair market value equal to the amount of the required tax withholding at the time of exercise, upon prior approval and at the discretion of the Compensation Committee.

Equity compensation plans not approved by security holders consists of the Stock Option Plan For Option Holders of Caledonia Financial Corporation ("Caledonia Financial Plan"), the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors (the "Stock Purchase Plan") and the Chemical Financial Corporation Stock Option Plan for Holders of Shoreline Financial Corporation (the "Shoreline Plan").

Options outstanding under the Caledonia Financial Plan consist of remaining stock options under the Caledonia Financial Corporation 1998 Stock Option Plan, the Caledonia Financial Corporation 2000 Stock Option Plan, the Caledonia Financial Corporation 2002 Stock Option Plan, and certain Nonstatutory Stock Option Agreements between Caledonia Financial Corporation and its directors (collectively, the "Caledonia Plans"). Pursuant to the terms of the merger agreement between Chemical and Caledonia, Chemical agreed to honor unexercised options under the Caledonia Plans according to their terms, as amended by the merger agreement. Options granted under the Caledonia Financial Plan are either nonqualified stock options or incentive stock options and were awarded at the fair market value of Caledonia's

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common stock on the date of grant. There are no further options available for grant under the Caledonia Financial Plan. Payment for exercise of an option at the time of exercise may be made in the form of shares of the Corporation's common stock having a fair market value equal to the exercise price of the option at the time of exercise, or in cash. As of December 31, 2004, there were options outstanding under the Caledonia Plans for 20,149 shares of common stock with a weighted average exercise price of $16.22 per share.

The Stock Purchase Plan became effective on March 25, 2002 and was designed to provide non-employee directors of the Corporation's subsidiaries and community banks, who are neither directors nor employees of the Corporation, the option of receiving their fees in the Corporation's stock. The Stock Purchase Plan provides for a maximum of 75,000 shares of the Corporation's common stock, subject to adjustments for certain changes in the capital structure of the Corporation as defined in the Stock Purchase Plan, to be available under the Stock Purchase Plan. Subsidiary directors and community bank directors, who elect to participate in the Stock Purchase Plan, may elect to contribute to the Stock Purchase Plan fifty percent or one hundred percent of their board of director fees and/or fifty percent or one hundred percent of their director committee fees, earned as directors or community bank directors of the Corporation's subsidiaries. Contributions to the Stock Purchase Plan are made by the Corporation's subs idiaries on behalf of each electing participant. Stock Purchase Plan participants may terminate their participation in the Stock Purchase Plan, at any time, by written notice of withdrawal to the Corporation. Participants will cease to be eligible to participate in the Stock Purchase Plan when they cease to serve as directors or community bank directors of subsidiaries of the Corporation. Shares are distributed to participants annually. As of December 31, 2004, there were 63,276 shares of the Corporation's common stock available for future issuance under the Stock Purchase Plan.

Options granted under the Shoreline Plan are incentive stock options and were awarded at the fair market value of Shoreline's common stock on the date of grant. Payment for exercise of an option at the time of exercise may be made in the form of shares of the Corporation's common stock having a fair market value equal to the exercise price of the option at the time of exercise, or in cash. There are no further stock options available for grant under the Shoreline Plan. As of December 31, 2004, there were options outstanding under the Shoreline Plan for 14,093 shares of common stock with a weighted average exercise price of $18.59 per share.

Item 13.  Certain Relationships and Related Transactions.

The information set forth under the subheading "Certain Relationships and Related Transactions" on page 16 in the registrant's definitive Proxy Statement for its April 18, 2005 annual meeting of shareholders is here incorporated by reference.

Item 14.  Principal Accountant Fees and Services.

The information set forth under the subheading "Independent Registered Public Accounting Firm" on page 16 and the subheading "Committees of the Board of Directors" on page 4 of the registrant's definitive Proxy Statement for its April 18, 2005 annual meeting of shareholders is here incorporated by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

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

11

Consolidated Statements of Financial Position-December 31, 2004 and 2003
Consolidated Statements of Income for each of the three years in the period ended December 31, 2004
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2004
Consolidated Statements of Changes in Shareholders' Equity for each of the three years in the period
   ended December 31, 2004
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm dated March 15, 2005.

The financial statements, the notes to financial statements, and the independent registered public accounting firm's report listed above are incorporated by reference in Item 8 of this report from the corresponding portions of the registrant's Annual Report to Shareholders for the year ended December 31, 2004.

                         (2)          Financial Statement Schedules. None.

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

Number	Exhibit
3.1	Restated Articles of Incorporation. Previously filed as Exhibit 4.1 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
3.2	Restated Bylaws. Previously filed as Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, filed with the Commission on November 5, 2004. Here incorporated by reference.
4	Long-Term Debt. The registrant has outstanding long-term debt which at the time of this report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Securities and Exchange Commission upon request.
10.1	Chemical Financial Corporation Stock Incentive Plan of 1997 and Underlying Agreements.*
10.2	Amended Award and Stock Option Plan of 1987.* Previously filed as Exhibit 10.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
10.3	Chemical Financial Corporation Deferred Compensation Plan for Directors.* Previously filed as Exhibit 10.3 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on March 26, 2001. Here incorporated by reference.
10.4	Chemical Financial Corporation Supplemental Pension Plan.* Previously filed as Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 12, 2004. Here incorporated by reference.
10.5	Restated Aloysius J. Oliver Retirement Agreement.* Previously filed as Exhibit 10.5 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 12, 2004. Here incorporated by reference.
10.6	Chemical Financial Corporation Stock Option Plan for Holders of Shoreline Financial Corporation.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
10.7	Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 25, 2002. Here incorporated by reference.

12

Number	Exhibit
10.8	Chemical Financial Corporation Stock Option Plan for Option Holders of Caledonia Financial Corporation. Previously filed as Exhibits 4.3 through 4.7 to the registrant's Registration Statement on Form S-8 filed with the Commission on December 4, 2003. Here incorporated by reference.
11	Computation of Per Share Earnings.
13	2004 Annual Report to Shareholders.
21	Subsidiaries.
23.1	Consent of Independent Registered Public Accounting Firm.
24	Powers of Attorney.
31.1	Certification of Chief Executive Officer.
31.2	Certification of Chief Financial Officer.
32	Certification pursuant to 18 U.S.C. §1350.
99.1	Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors Audited Financial Statements and Notes.

____________________________

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

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

13

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHEMICAL FINANCIAL CORPORATION
March 15, 2005	s/ David B. Ramaker
	David B. Ramaker President and Chief Executive Officer (Principal Executive Officer)
March 15, 2005	s/ Lori A. Gwizdala
	Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

14

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

March 15, 2005	s/ David B. Ramaker
	David B. Ramaker President and Chief Executive Officer and Director (Principal Executive Officer)
March ___, 2005
	Gary E. Anderson Director
March 15, 2005	*s/ J. Daniel Bernson
	J. Daniel Bernson Director
March 15, 2005	*s/ Nancy Bowman
	Nancy Bowman Director
March 15, 2005	*s/ James A. Currie
	James A. Currie Director
March 15, 2005	*s/ Michael L. Dow
	Michael L. Dow Director
March 15, 2005		s/ Lori A. Gwizdala
		Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
March 15, 2005	*s/Thomas T. Huff
	Thomas T. Huff Director
March 15, 2005	*s/ Terence F. Moore
	Terence F. Moore Director
March 15, 2005	*s/ Aloysius J. Oliver
	Aloysius J. Oliver Director
March 15, 2005	*s/ Frank P. Popoff
	Frank P. Popoff Chairman of the Board and Director

15

March 15, 2005	*s/ Dan L. Smith
	Dan L. Smith Director
March ___, 2005
	William S. Stavropoulos Director

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

16

EXHIBIT INDEX

Number	Exhibit
3.1	Restated Articles of Incorporation. Previously filed as Exhibit 4.1 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
3.2	Restated Bylaws. Previously filed as Exhibit 3.2 to the registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, filed with the Commission on November 5, 2004. Here incorporated by reference.
4	Long-Term Debt. The registrant has outstanding long-term debt which at the time of this report does not exceed 10% of the registrant's total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the Securities and Exchange Commission upon request.
10.1	Chemical Financial Corporation Stock Incentive Plan of 1997 and Underlying Agreements.*
10.2	Amended Award and Stock Option Plan of 1987.* Previously filed as Exhibit 10.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 22, 2002. Here incorporated by reference.
10.3	Chemical Financial Corporation Deferred Compensation Plan for Directors.* Previously filed as Exhibit 10.3 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on March 26, 2001. Here incorporated by reference.
10.4	Chemical Financial Corporation Supplemental Pension Plan.* Previously filed as Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 12, 2004. Here incorporated by reference.
10.5	Restated Aloysius J. Oliver Retirement Agreement.* Previously filed as Exhibit 10.5 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission on March 12, 2004. Here incorporated by reference.
10.6	Chemical Financial Corporation Stock Option Plan for Holders of Shoreline Financial Corporation.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 2, 2001. Here incorporated by reference.
10.7	Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors.* Previously filed as Exhibit 4.3 to the registrant's Registration Statement on Form S-8 filed with the Commission on March 25, 2002. Here incorporated by reference.
10.8	Chemical Financial Corporation Stock Option Plan for Option Holders of Caledonia Financial Corporation. Previously filed as Exhibits 4.3 through 4.7 to the registrant's Registration Statement on Form S-8 filed with the Commission on December 4, 2003. Here incorporated by reference.
11	Computation of Per Share Earnings.
13	2004 Annual Report to Shareholders.
21	Subsidiaries.
23.1	Consent of Independent Registered Public Accounting Firm.
24	Powers of Attorney.

Number	Exhibit
31.1	Certification of Chief Executive Officer.
31.2	Certification of Chief Financial Officer.
32	Certification pursuant to 18 U.S.C. §1350.
99.1	Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors Audited Financial Statements and Notes.

__________________________

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

EX-10.1

EXHIBIT 10.1

CHEMICAL FINANCIAL CORPORATION
STOCK INCENTIVE PLAN OF 1997

SECTION 1

ESTABLISHMENT OF PLAN; PURPOSE OF PLAN

          1.1          Establishment of Plan.  The Company hereby establishes the STOCK INCENTIVE PLAN OF 1997 (the "Plan") for its corporate and Subsidiary officers and other key employees. The Plan permits the grant and award of Stock Options and Stock Appreciation Rights.

          1.2          Purpose of Plan.  The purpose of the Plan is to provide officers and key management employees of the Company and its Subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of the Company and its Subsidiaries, to join the interests of officers and key employees with the interests of the Company's shareholders through the opportunity for increased stock ownership and to attract and retain officers and key employees of exceptional abilities. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives.

SECTION 2

DEFINITIONS

          The following words have the following meanings unless a different meaning is plainly required by the context:

          2.1          "Act" means the Securities Exchange Act of 1934, as amended.

          2.2          "Board" means the Board of Directors of the Company.

          2.3          "Change in Control," unless otherwise defined in an Incentive Award agreement, means an occurrence of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A issued under the Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change in Control of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions is satisfied: (a) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; (b) the failure at any time of the Continuing Directors to constitute at least a majority of the Board; or (c) any of the following occur: (i) any merger or consolidation of the Company, other than a merger or consolidat ion in which the voting securities of the Company immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities of the

surviving entity) 60% or more of the combined voting power of the Company or surviving entity immediately after the merger or consolidation with another entity; (ii) any sale, exchange, lease, mortgage, pledge, transfer or other disposition (in a single transaction or a series of related transactions) of assets or earning power aggregating more than 50% of the assets or earning power of the Company on a consolidated basis; (iii) any complete liquidation or dissolution of the Company; (iv) any reorganization, reverse stock split or recapitalization of the Company which would result in a Change in Control as otherwise defined in this Plan; or (v) any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing.

          2.4          "Code" means the Internal Revenue Code of 1986, as amended.

          2.5          "Committee" means the Compensation Committee of the Board or such other committee as the Board shall designate to administer the Plan. The Committee shall consist of at least two members of the Board and all of its members shall be "non-employee directors" as defined in Rule 16b-3 issued under the Act.

          2.6          "Common Stock" means the Common Stock of the Company, par value $10 per share.

          2.7          "Company" means Chemical Financial Corporation, a Michigan corporation, and its successors and assigns.

          2.8          "Continuing Directors" means the individuals who were either (a) first elected or appointed as a director prior to February 1, 1997, or (b) subsequently appointed as a director, if appointed or nominated by at least a majority of the Continuing Directors in office at the time of the nomination or appointment, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened "election contest" (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

          2.9          "Employee Benefit Plan" means any plan or program established by the Company or a Subsidiary for the compensation or benefit of employees of the Company or any of its Subsidiaries.

          2.10          "Incentive Award" means the award or grant of a Stock Option or Stock Appreciation Right to a Participant pursuant to the Plan.

          2.11          "Market Value" shall equal the mean of the highest and lowest sales prices of shares of Common Stock reported on The Nasdaq Stock Market (or any successor exchange or system that is the primary stock exchange or system for trading of Common Stock) on the date of grant, or if The Nasdaq Stock Market (or any such successor) is closed on that date, the last preceding date on which The Nasdaq Stock Market (or any such successor) was open for trading and on which shares of Common Stock were traded.

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          2.12          "Participant" means a corporate officer or any key employee of the Company or its Subsidiaries who is granted an Incentive Award under the Plan.

          2.13          "Person" has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.

          2.14          "Retirement" means the voluntary termination of all employment by the Participant after the Participant has attained 55 years of age and completed 10 years of service with the Company or any of its Subsidiaries or as otherwise may be set forth in the Incentive Award agreement or other grant document with respect to a Participant and a particular Incentive Award.

          2.15          "Stock Appreciation Right" means any right granted to a Participant pursuant to Section 6 of the Plan.

          2.16          "Stock Option" means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified stock option.

          2.17          "Subsidiary" means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company.

SECTION 3

ADMINISTRATION

          3.1          Power and Authority.  The Committee shall administer the Plan. The Committee may delegate record keeping, calculation, payment and other ministerial administrative functions to individuals designated by the Committee, who may be employees of the Company and its Subsidiaries. Except as limited in this Plan, the Committee shall have all of the express and implied powers and duties set forth in this Plan, shall have full power and authority to interpret the provisions of the Plan and Incentive Awards granted under the Plan and shall have full power and authority to supervise the administration of the Plan and Incentive Awards granted under the Plan and to make all other determinations considered necessary or advisable for the administration of the Plan. All determinations, interpretations and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at suc h times and places as it deems advisable. Action may be taken by a written instrument signed by a majority of the members of the Committee and any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall make such rules and regulations for the conduct of its business as it deems advisable.

          3.2          Grants or Awards to Participants.  In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable and as are consistent with

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the terms of the Plan, including, without limitation, the following: (a) the persons who shall be selected as Participants; (b) the nature and extent of the Incentive Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which an Incentive Award will vest or become exercisable and the form of payment for the Incentive Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions and other conditions to which payment or vesting of Incentive Awards may be subject.

          3.3          Amendments or Modifications of Awards.  The Committee shall have the authority to amend or modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited by the Plan as then in effect, including, without limitation, the authority to: (a) modify the number of shares or other terms and conditions of an Incentive Award; (b) extend the term of an Incentive Award; (c) accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Incentive Award; (d) accept the surrender of any outstanding Incentive Award; and (e) to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive Awards.

          3.4          Indemnification of Committee Members.  Neither any member or former member of the Committee nor any individual to whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person's or the Committee's taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in connection with the Plan's administration by any appropriate person or persons.

SECTION 4

SHARES SUBJECT TO THE PLAN

          4.1          Number of Shares.  Subject to adjustment as provided in Section 4.2 of the Plan, a maximum of 500,000 shares of Common Stock shall be available for Incentive Awards under the Plan. Such shares shall be authorized and may be either unissued or treasury shares.

          4.2          Adjustments.  If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination, exchange of shares or any other change in the corporate structure or shares of the Company, the number and kind of securities subject to and reserved under the Plan, together with applicable exercise prices, shall be appropriately adjusted. No fractional shares shall be issued pursuant to the Plan and any fractional shares resulting from adjustments shall be eliminated from the respective Incentive Awards. If an Incentive Award is canceled, surrendered, modified,

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exchanged for a substitute Incentive Award or expires or terminates during the term of the Plan but prior to the exercise or vesting of the Incentive Award in full, the shares subject to but not delivered under such Incentive Award shall be available for other Incentive Awards. If shares subject to and otherwise deliverable upon the exercise of an Incentive Award are surrendered to the Company in connection with the exercise of an Incentive Award, the surrendered shares subject to the Incentive Award shall be available for other Incentive Awards.

SECTION 5

STOCK OPTIONS

          5.1          Grant.  A Participant may be granted one or more Stock Options under the Plan. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. In addition, the Committee may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of the Stock Options granted under the Plan. The Committee shall have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code.

          5.2          Stock Option Agreements.  Stock Options shall be evidenced by stock option agreements containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall from time to time determine. To the extent not covered by the stock option agreement, the terms and conditions of this Section 5 shall govern.

          5.3          Stock Option Price.  The per share Stock Option price shall be determined by the Committee, but shall be a price that is equal to or higher than the par value of the Company's Common Stock; provided, that the per share Stock Option price for any shares designated as incentive stock options shall be equal to or greater than 100% of the Market Value on the date of grant.

          5.4          Medium and Time of Payment.  The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable in cash or, if the Committee consents, in shares of Common Stock.

          5.5          Stock Options Granted to Ten Percent Shareholders.  No Stock Option granted to any Participant who at the time of such grant owns, together with stock attributed to such Participant under Section 424(d) of the Code, more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides an exercise price equal to at least 110% of the Market Value of the Common Stock and the exercise of the Stock Option after the expiration of five years from the date of grant of the Stock Option is prohibited by its terms.

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          5.6          Limits on Exercisability.  Stock Options shall be exercisable for such periods, not to exceed 10 years and 1 day from the date of grant, as may be fixed by the Committee. At the time of the exercise of a Stock Option, the holder of the Stock Option, if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant's service with the Company and its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate such delayed vesting provisions.

          5.7          Restrictions on Transferability.

          (a)          General.  Unless the Committee otherwise consents (before or after the option grant) or unless the stock option agreement or grant provides otherwise: (i) no Stock Options granted under the Plan may be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution; and (ii) all Stock Options granted to a Participant shall be exercisable during the Participant's lifetime only by such Participant, his or her guardian or legal representative.

          (b)          Other Restrictions.  The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of a Stock Option under the Plan as the Committee deems advisable, including, without limitation, restrictions under applicable federal or state securities laws.

          5.8          Termination of Employment.

          (a)          General.  If a Participant is no longer employed by the Company or its Subsidiary for any reason other than the Participant's Retirement, death, disability or termination for cause, the Participant may exercise his or her Stock Options in accordance with their terms for a period of 3 months after such termination of employment unless the terms of the applicable stock option agreement or grant provide otherwise, but only to the extent the Participant was entitled to exercise the Stock Options on the date of termination. For purposes of the Plan: (i) a transfer of an employee from the Company to any Subsidiary; (ii) a leave of absence, duly authorized in writing by the Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days; and (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided the e mployee's right to reemployment is guaranteed either by statute or contract, shall not be deemed a termination of employment. For purposes of the Plan, termination of employment shall be considered to occur on the date on which the employee is no longer obligated to perform services for the Company or any of its Subsidiaries and the employee's right to reemployment is not guaranteed either by statute or contract, regardless of whether the employee continues to receive compensation from the Company or any of its Subsidiaries after such date.

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          (b)          Retirement.  If a Participant ceases to be employed by the Company or one of its Subsidiaries due to Retirement, the Participant may exercise his or her Stock Options in accordance with their terms for a period of 3 years after such termination of employment unless such Stock Options earlier expire by their terms, but only to the extent that the Participant was entitled to exercise the Stock Options on the date of termination.

          (c)          Disability.  If a Participant ceases to be employed by the Company or one of its Subsidiaries due to the Participant's disability, he or she may exercise his or her Stock Options in accordance with their terms for 1 year after he or she ceases to be employed unless such Stock Options earlier expire by their terms, but only to the extent that the Participant was entitled to exercise the Stock Options on the date of such termination.

          (d)          Death.  If a Participant dies either while an employee or otherwise during a time when the Participant could have exercised a Stock Option, the Stock Options issued to such Participant shall be exercisable in accordance with their terms by the personal representative of such Participant or other successor to the interest of the Participant for a period of 1 year after such Participant's death to the extent that the Participant was entitled to exercise the Stock Options on the date of death but not beyond the original term of the Stock Options.

          (e)          Termination for Cause.  If a Participant's employment is terminated for cause, the Participant shall have no further right to exercise any Stock Options previously granted him or her.

SECTION 6

STOCK APPRECIATION RIGHTS

          6.1          Grant.  A Participant may be granted one or more Stock Appreciation Rights under the Plan and such Stock Appreciation Rights shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. A Stock Appreciation Right may relate to a particular Stock Option and may be granted simultaneously with or subsequent to the Stock Option to which it relates. Stock Appreciation Rights shall be subject to the same restrictions and conditions as Stock Options under subsections 5.6, 5.7 and 5.8 of the Plan. To the extent granted in tandem with a Stock Option, the exercise of a Stock Appreciation Right shall, in exchange for the right to exercise a related Stock Option, entitle a Participant to an amount equal to the appreciation in value of the shares covered by the related Stock Option surrendered. Such appreciation in value shall be equal to the excess of the Market Value of such shares at the time of the exercise of the Stock Appreciation Right over the option price of such shares.

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          6.2          Exercise; Payment.  To the extent granted in tandem with a Stock Option, Stock Appreciation Rights may be exercised only when a related Stock Option could be exercised and only when the Market Value of the stock subject to the Stock Option exceeds the exercise price of the Stock Option. The Committee shall have discretion to determine the form of payment made upon the exercise of a Stock Appreciation Right, which may take the form of shares of Common Stock.

SECTION 7

CHANGE IN CONTROL

          Without in any way limiting the Committee= s discretion, the Committee may include in any Incentive Award provisions for acceleration of any vesting or other similar requirements or for the elimination of any restrictions upon Incentive Awards upon a Change in Control of the Company. The Committee may also include provisions for Participants to receive cash in lieu of outstanding Stock Options upon a Change in Control of the Company.

SECTION 8

GENERAL PROVISIONS

          8.1          No Rights to Awards.  No Participant or other person shall have any claim to be granted any Incentive Award under the Plan and there is no obligation of uniformity of treatment of employees, Participants or holders or beneficiaries of Incentive Awards under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant.

          8.2          Withholding.   The Company or a Subsidiary shall be entitled to (a) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to an Incentive Award or any action related to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of divdends with respect to, an Incentive Award or a disqualifying disposition of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount of such withholding to the Company before taking any action with respect to an Incentive Award. If the Committee consents, withholding may be satisfied by withho lding Common Stock to be received upon exercise or by delivery to the Company of previously owned Common Stock. The Company may establish such rules and procedures concerning timing of any withholding election as it deems appropriate.

- -8-

          8.3          Compliance With Laws; Listing and Registration of Shares.  All Incentive Awards granted under the Plan (and all issuances of Common Stock or other securities under the Plan) shall be subject to all applicable laws, rules and regulations and to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issue or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

          8.4          No Limit on Other Compensation Arrangements.  Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, including the grant of stock options and other stock-based awards and such arrangements may be either generally applicable or applicable only in specific cases.

          8.5          No Right to Employment.  The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any written agreement with a Participant.

          8.6          Suspension of Rights under Incentive Awards.  The Company, by written notice to a Participant, may suspend a Participant's and any transferee's rights under any Incentive Award for a period not to exceed 30 days while the termination for cause of that Participant's employment with the Company and its Subsidiaries is under consideration.

          8.7          Governing Law.  The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Michigan and applicable federal law.

          8.8          Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

SECTION 9

TERMINATION AND AMENDMENT

          The Board may terminate the Plan at any time, or may from time to time amend the Plan as it deems proper and in the best interests of the Company, provided that no such amendment may impair any outstanding Incentive Award without the consent of the Participant, except

- -9-

according to the terms of the Plan or the Incentive Award. No termination, amendment or modification of the Plan shall become effective with respect to any Incentive Award previously granted under the Plan without the prior written consent of the Participant holding such Incentive Award unless such amendment or modification operates solely to the benefit of the Participant.

SECTION 10

EFFECTIVE DATE AND DURATION OF THE PLAN

          This Plan shall take effect April 21, 1997, subject to approval by the shareholders at the 1997 Annual Meeting of Shareholders or any adjournment thereof or at a Special Meeting of Shareholders. No Incentive Award shall be granted under the Plan after April 20, 2007.

- -10-

APPENDIX A

CHEMICAL FINANCIAL CORPORATION
___________

Employee Name
# Shares

NON-QUALIFIED
STOCK OPTION AGREEMENT
PURSUANT TO
STOCK INCENTIVE PLAN OF 1997
____________

                    This Non-qualified Stock Option Agreement (the "Agreement") is made as of December 12, 2003 by and between CHEMICAL FINANCIAL CORPORATION (the "Corporation"), and the grantee named above (the "Grantee"). The Corporation, pursuant to its Stock Incentive Plan of 1997 (the "Plan"), grants to the Grantee an option to purchase the number of shares as stated above, (subject to adjustment as provided in the Plan) of the common stock, $1.00 par value, of the Corporation ("Common Stock") from the Corporation. This option is a non-qualified option and is not an incentive stock option under Section 422 of the Internal Revenue Code. All of the rights of the Grantee are subject to the terms, conditions and provisions of the Plan, which are incorporated by reference into this Agreement. Unless otherwise indicated, all terms used in this Agreement shall have the meanings given such terms in the Plan.

                    The Grantee acknowledges receipt of a copy of the Plan and the Plan Description and accepts this option subject to all of the terms, conditions and provisions of the Plan, and subject to the following further conditions:

          1.          Price.  The price of the shares of Common Stock to be purchased upon exercise of this option shall be $37.45 per share (subject to adjustment as provided in the Plan).

          2.          Exercise.  The right to exercise this option shall vest and begin on December 12, 2004 and shall terminate on and after December 12, 2013 unless earlier terminated under the Plan by reason of death or termination of employment. The Committee may, in its sole discretion, accelerate the vesting of the option at any time before full vesting. Unless the Committee determines to permit alternative forms of payment, this option may be exercised by payment to the Corporation in full, in cash or by certified check, bank draft or money order, of the exercise price for each share of Common Stock for which the option is exercised. The Grantee shall deliver to the Corporation at the time of payment an executed notice of exercise in the form of Exhibit A, which shall be effective upon receipt by the Corporation of such notice. The Corporation will deliver to the Grantee a certificate or certificates for such shares; provided, however, that the time of delivery may be postponed for such period as may be required for the Corporation with reasonable diligence to comply with any registration requirements under the

- -11-

Securities Act of 1933, the Securities Exchange Act of 1934, any requirements under any other law or regulation applicable to the issuance, listing or transfer of such shares, or any agreement or regulation of The NASDAQ Stock Market or other applicable exchange. If the Grantee fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery of the shares, the Grantee's right to exercise the option with respect to such undelivered shares shall terminate.

          3.          Registration and Listing.  The stock options granted under this Agreement are conditional upon the effective registration or exemption of the Plan, the options granted under the Plan and the stock to be received upon exercise of options under the Securities Act of 1933 and applicable state or foreign securities laws.

          4.          Tax Withholding.  The Grantee must make provisions, acceptable to the Corporation, to satisfy any tax withholding obligations that result from the exercise of this option. For this purpose, the Grantee authorizes the Corporation or the Grantee's Subsidiary employer to withhold in accordance with applicable law from any regular cash compensation payable to the Grantee any taxes required to be withheld under federal, state or local law as a result of the exercise of this option. If required by the Corporation, and unless the Committee determines to permit alternative forms of payment, the Grantee agrees to remit to the Corporation any and all such taxes, in cash, at the time of any exercise of this option.

          5.          Acceleration.  This option shall be immediately exercisable at any time after the first anniversary of the date of this Agreement in the event of any Change in Control of the Corporation. "Change of Control" is defined in the Plan.

          6.          Transferability.  Unless the Committee otherwise consents, this option is not transferable by the Grantee except by will or according to the laws of descent and distribution. Unless otherwise permitted by the Committee, if any assignment, pledge or transfer of this option is made or attempted, or if any attachment, execution, garnishment or lien is issued against or placed upon this option, this option shall be void and of no further effect. The Corporation may, to assure compliance with applicable federal and state securities laws, legend any certificate representing shares issued pursuant to the exercise of this option with an appropriate restrictive legend and may also issue appropriate stop transfer instructions to its transfer agent with respect to such shares.

          7.          Death and Termination of Employment.  This option shall terminate at the times provided in the Plan after the death of the Grantee or termination of the employment of the Grantee with the Corporation or any Subsidiary.

          8.          Corporate Changes.  In the event of any stock dividend, stock split or other increase or reduction in the number of shares of Common Stock outstanding, the number and class of shares covered by this option, and the exercise price, are subject to adjustment as provided in the Plan.

          9.          Administration.  The Committee has full power and authority to interpret the provisions of the Plan, to supervise the administration of the Plan and to adopt forms and

- -12-

procedures for the administration of the Plan. All determinations made by the Committee shall be final and conclusive.

          10.          Shareholder Rights.  The Grantee shall have no rights as a shareholder with respect to any shares covered by this option until the date of the issuance of a stock certificate to the Grantee for such shares.

          11.          Employment by Corporation.  The grant of this option shall not impose upon the Corporation or any Subsidiary any obligation to retain the Grantee in its employ for any given period or upon any specific terms of employment. The Corporation or any Subsidiary may at any time dismiss the Grantee from employment, free from any liability or claim under the Plan, unless otherwise expressly provided in any written agreement with the Grantee.

          12.          Illegality.  The Grantee will not exercise this option, and the Corporation will not be obligated to issue any shares to the Grantee under this option, if the exercise thereof or the issuance of such shares shall constitute a violation by the Grantee or the Corporation of any provisions of any law, order or regulation of any governmental authority.

          13.          Certifications.  The Grantee acknowledges that he or she has been furnished and has read the Plan Description relating to the Plan. The Grantee shall not resell or distribute the shares received upon exercise of the option except in compliance with such conditions as the Corporation may reasonably specify to ensure compliance with federal and state securities laws.

          14.          Agreement Controls  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of this Agreement shall control.

          15.          Effective Date.  This option shall be effective as of the date set forth at the top of this Agreement.

This option has been issued by the Corporation by authority of its Compensation Committee.

CHEMICAL FINANCIAL CORPORATION
By:
Its:
	"Corporation"
(Signature)
(Employee Name)		"Grantee"

- -13-

CHEMICAL FINANCIAL CORPORATION		EXHIBIT A	EXERCISE OF STOCK OPTION
333 E. MAIN STREET
MIDLAND, MI 48640			EIN # 38-2022454
EMPLOYEE	SSN		GRANT DATE		00/00/00
ADDRESS			PLAN YEAR		1997
CITY			OPTION TYPE		NON-STATUTORY
SHARES EXERCISED	0	CURRENT	OPTION PRICE		$0.0000
SHARES CANCELED	0	CURRENT	MARKET PRICE		$0.00000
CURRENT MKT VALUE	$0.00		FEDERAL TAX		$0.00
CURRENT OPT. COST	$0.00		STATE TAX		$0.00
	-----------------		F.I.C.A.		$0.00
ORDINARY INCOME	$0.00		FICA MEDICARE		$0.00
					-----------------
NET INCOME	$0.00				$0.00
EXCHANGE SHARES	0.00				0.00
CERT #	DATE	# SHARES	OPTION		TAX
		0	0		0
		-----------------	-----------------		-----------------
	TOTAL	0	0		0
NET SHARES	MKT VALUE	$0.00	$0.00		$0.00
0	CASH BALANCE	$0.00	$0.00		$0.00
I HEREBY GIVE NOTICE OF EXERCISE OF THE ABOVE OPTION GRANTED TO ME AS NOTED ABOVE. THIS EXERCISE IS MADE SUBJECT TO ALL TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT DATED THE SAME AS ABOVE, AND THE RELATED STOCK OPTION PLAN AS APPROVED BY THE STOCKHOLDERS.
DATE	FOR THE CORPORATION			OPTIONEE
PLEASE RETAIN A COPY OF THIS FORM AS IT CONTAINS ALL INFORMATION REQUIRED FOR COMPLIANCE WITH SECTION 6039 (a) (1) OF THE INTERNAL REVENUE CODE.

APPENDIX B

CHEMICAL FINANCIAL CORPORATION
___________

Employee Name
# Shares

NON-QUALIFIED
STOCK OPTION AGREEMENT
PURSUANT TO
STOCK INCENTIVE PLAN OF 1997
____________

                    This Non-qualified Stock Option Agreement (the "Agreement") is made as of December 12, 2003 by and between CHEMICAL FINANCIAL CORPORATION (the "Corporation"), and the grantee named above (the "Grantee"). The Corporation, pursuant to its Stock Incentive Plan of 1997 (the "Plan"), grants to the Grantee an option to purchase the number of shares as stated above, (subject to adjustment as provided in the Plan) of the common stock, $1.00 par value, of the Corporation ("Common Stock") from the Corporation. This option is a non-qualified option and is not an incentive stock option under Section 422 of the Internal Revenue Code. All of the rights of the Grantee are subject to the terms, conditions and provisions of the Plan, which are incorporated by reference into this Agreement. Unless otherwise indicated, all terms used in this Agreement shall have the meanings given such terms in the Plan .

                    The Grantee acknowledges receipt of a copy of the Plan and the Plan Description and accepts this option subject to all of the terms, conditions and provisions of the Plan, and subject to the following further conditions:

          1.          Price.  The price of the shares of Common Stock to be purchased upon exercise of this option shall be $37.45 per share (subject to adjustment as provided in the Plan).

          2.          Exercise.  The right to exercise this option shall vest and begin on December 12, 2008 and shall terminate on and after December 12, 2013 unless earlier terminated under the Plan by reason of death or termination of employment. The Committee may, in its sole discretion, accelerate the vesting of the option at any time before full vesting. Unless the Committee determines to permit alternative forms of payment, this option may be exercised by payment to the Corporation in full, in cash or by certified check, bank draft or money order, of the exercise price for each share of Common Stock for which the option is exercised. The Grantee shall deliver to the Corporation at the time of payment an executed notice of exercise in the form of Exhibit A, which shall be effective upon receipt by the Corporation of such notice. The Corporation will deliver to the Grantee a certificate or certificates for such shares; provided, however, that the time of delivery may be postponed for such period as may be required for the Corporation with reasonable diligence to comply with any registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, any requirements under any other

law or regulation applicable to the issuance, listing or transfer of such shares, or any agreement or regulation of The NASDAQ Stock Market or other applicable exchange. If the Grantee fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery of the shares, the Grantee's right to exercise the option with respect to such undelivered shares shall terminate.

          3.          Registration and Listing.  The stock options granted under this Agreement are conditional upon the effective registration or exemption of the Plan, the options granted under the Plan and the stock to be received upon exercise of options under the Securities Act of 1933 and applicable state or foreign securities laws.

          4.          Tax Withholding.  The Grantee must make provisions, acceptable to the Corporation, to satisfy any tax withholding obligations that result from the exercise of this option. For this purpose, the Grantee authorizes the Corporation or the Grantee's Subsidiary employer to withhold in accordance with applicable law from any regular cash compensation payable to the Grantee any taxes required to be withheld under federal, state or local law as a result of the exercise of this option. If required by the Corporation, and unless the Committee determines to permit alternative forms of payment, the Grantee agrees to remit to the Corporation any and all such taxes, in cash, at the time of any exercise of this option.

          5.          Acceleration.  This option shall be immediately exercisable at any time after the first anniversary of the date of this Agreement in the event of any Change in Control of the Corporation. "Change of Control" is defined in the Plan.

          6.          Transferability.  Unless the Committee otherwise consents, this option is not transferable by the Grantee except by will or according to the laws of descent and distribution. Unless otherwise permitted by the Committee, if any assignment, pledge or transfer of this option is made or attempted, or if any attachment, execution, garnishment or lien is issued against or placed upon this option, this option shall be void and of no further effect. The Corporation may, to assure compliance with applicable federal and state securities laws, legend any certificate representing shares issued pursuant to the exercise of this option with an appropriate restrictive legend and may also issue appropriate stop transfer instructions to its transfer agent with respect to such shares.

          7.          Death and Termination of Employment.  This option shall terminate at the times provided in the Plan after the death of the Grantee or termination of the employment of the Grantee with the Corporation or any Subsidiary.

          8.          Corporate Changes.  In the event of any stock dividend, stock split or other increase or reduction in the number of shares of Common Stock outstanding, the number and class of shares covered by this option, and the exercise price, are subject to adjustment as provided in the Plan.

          9.          Administration.  The Committee has full power and authority to interpret the provisions of the Plan, to supervise the administration of the Plan and to adopt forms and

- -16-

procedures for the administration of the Plan. All determinations made by the Committee shall be final and conclusive.

          10.          Shareholder Rights.  The Grantee shall have no rights as a shareholder with respect to any shares covered by this option until the date of the issuance of a stock certificate to the Grantee for such shares.

          11.          Employment by Corporation.  The grant of this option shall not impose upon the Corporation or any Subsidiary any obligation to retain the Grantee in its employ for any given period or upon any specific terms of employment. The Corporation or any Subsidiary may at any time dismiss the Grantee from employment, free from any liability or claim under the Plan, unless otherwise expressly provided in any written agreement with the Grantee.

          12.          Illegality.  The Grantee will not exercise this option, and the Corporation will not be obligated to issue any shares to the Grantee under this option, if the exercise thereof or the issuance of such shares shall constitute a violation by the Grantee or the Corporation of any provisions of any law, order or regulation of any governmental authority.

          13.          Certifications.  The Grantee acknowledges that he or she has been furnished and has read the Plan Description relating to the Plan. The Grantee shall not resell or distribute the shares received upon exercise of the option except in compliance with such conditions as the Corporation may reasonably specify to ensure compliance with federal and state securities laws.

          14.          Agreement Controls.  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of this Agreement shall control.

          15.          Effective Date.  This option shall be effective as of the date set forth at the top of this Agreement.

This option has been issued by the Corporation by authority of its Compensation Committee.

CHEMICAL FINANCIAL CORPORATION
By:
Its:
	"Corporation"
(Signature)
(Employee Name)		"Grantee"

- -17-

CHEMICAL FINANCIAL CORPORATION		EXHIBIT A	EXERCISE OF STOCK OPTION
333 E. MAIN STREET
MIDLAND, MI 48640			EIN # 38-2022454
EMPLOYEE	SSN		GRANT DATE		00/00/00
ADDRESS			PLAN YEAR		1997
CITY			OPTION TYPE		NON-STATUTORY
SHARES EXERCISED	0	CURRENT	OPTION PRICE		$0.0000
SHARES CANCELED	0	CURRENT	MARKET PRICE		$0.00000
CURRENT MKT VALUE	$0.00		FEDERAL TAX		$0.00
CURRENT OPT. COST	$0.00		STATE TAX		$0.00
	-----------------		F.I.C.A.		$0.00
ORDINARY INCOME	$0.00		FICA MEDICARE		$0.00
					-----------------
NET INCOME	$0.00				$0.00
EXCHANGE SHARES	0.00				0.00
CERT #	DATE	# SHARES	OPTION		TAX
		0	0		0
		-----------------	-----------------		-----------------
	TOTAL	0	0		0
NET SHARES	MKT VALUE	$0.00	$0.00		$0.00
0	CASH BALANCE	$0.00	$0.00		$0.00
I HEREBY GIVE NOTICE OF EXERCISE OF THE ABOVE OPTION GRANTED TO ME AS NOTED ABOVE. THIS EXERCISE IS MADE SUBJECT TO ALL TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT DATED THE SAME AS ABOVE, AND THE RELATED STOCK OPTION PLAN AS APPROVED BY THE STOCKHOLDERS.
DATE	FOR THE CORPORATION			OPTIONEE
PLEASE RETAIN A COPY OF THIS FORM AS IT CONTAINS ALL INFORMATION REQUIRED FOR COMPLIANCE WITH SECTION 6039(a)(1) OF THE INTERNAL REVENUE CODE.

APPENDIX C

CHEMICAL FINANCIAL CORPORATION
___________

Employee Name
# Shares

NON-QUALIFIED
STOCK OPTION AGREEMENT
PURSUANT TO
STOCK INCENTIVE PLAN OF 1997
____________

                    This Non-qualified Stock Option Agreement (the "Agreement") is made as of December 13, 2004 by and between CHEMICAL FINANCIAL CORPORATION (the "Corporation"), and the grantee named above (the "Grantee"). The Corporation, pursuant to its Stock Incentive Plan of 1997 (the "Plan"), grants to the Grantee an option to purchase the number of shares as stated above, (subject to adjustment as provided in the Plan) of the common stock, $1.00 par value, of the Corporation ("Common Stock") from the Corporation. This option is a non-qualified option and is not an incentive stock option under Section 422 of the Internal Revenue Code. Except as specifically provided by this Agreement, all of the rights of the Grantee are subject to the terms, conditions and provisions of the Plan, which are incorporated by reference into this Agreement. Unless otherwise indicated, all terms used in this Agreement shall have the meanings given such terms in the Plan.

                    The Grantee acknowledges receipt of a copy of the Plan and the Plan Description and accepts this option subject to all of the terms, conditions and provisions of the Plan, and subject to the following further conditions:

          1.          Price.  The price of the shares of Common Stock to be purchased upon exercise of this option shall be $41.67 per share (subject to adjustment as provided in the Plan).

          2.          Exercise.  The Grantee's right to exercise this option shall vest over a five-year period, with 20% of the shares vesting on each anniversary of the date of this Agreement. Grantee's right to exercise this option shall terminate on and after December 13, 2014 unless earlier terminated under the Plan by reason of death or termination of employment. The Committee may, in its sole discretion, accelerate the vesting of the option at any time before full vesting. Unless the Committee determines to permit alternative forms of payment, this option may be exercised by payment to the Corporation in full, in cash or by certified check, bank draft or money order, of the exercise price for each share of Common Stock for which the option is exercised. The Grantee shall deliver to the Corporation at the time of payment an executed notice of exercise in the form of Exhibit A, which shall be ef fective upon receipt by the Corporation of such notice. The Corporation will deliver to the Grantee a certificate or certificates for such shares; provided, however, that the time of delivery may be postponed for such period as may be required for the Corporation with reasonable diligence to comply with any registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, any requirements under any other law

or regulation applicable to the issuance, listing or transfer of such shares, or any agreement or regulation of The NASDAQ Stock Market or other applicable exchange. If the Grantee fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery of the shares, the Grantee's right to exercise the option with respect to such undelivered shares shall terminate.

          3.          Registration and Listing.  The stock options granted under this Agreement are conditional upon the effective registration or exemption of the Plan, the options granted under the Plan and the stock to be received upon exercise of options under the Securities Act of 1933 and applicable state or foreign securities laws.

          4.          Tax Withholding.  The Grantee must make provisions, acceptable to the Corporation, to satisfy any tax withholding obligations that result from the exercise of this option. For this purpose, the Grantee authorizes the Corporation or the Grantee's Subsidiary employer to withhold in accordance with applicable law from any regular cash compensation payable to the Grantee any taxes required to be withheld under federal, state or local law as a result of the exercise of this option. If required by the Corporation, and unless the Committee determines to permit alternative forms of payment, the Grantee agrees to remit to the Corporation any and all such taxes, in cash, at the time of any exercise of this option.

          5.          Acceleration.  This option shall be immediately exercisable at any time after the first anniversary of the date of this Agreement in the event of any Change in Control of the Corporation. "Change of Control" is defined in the Plan.

          6.          Transferability.  Unless the Committee otherwise consents, this option is not transferable by the Grantee except by will or according to the laws of descent and distribution. Unless otherwise permitted by the Committee, if any assignment, pledge or transfer of this option is made or attempted, or if any attachment, execution, garnishment or lien is issued against or placed upon this option, this option shall be void and of no further effect. The Corporation may, to assure compliance with applicable federal and state securities laws, legend any certificate representing shares issued pursuant to the exercise of this option with an appropriate restrictive legend and may also issue appropriate stop transfer instructions to its transfer agent with respect to such shares.

          7.          Death and Termination of Employment.  This option shall terminate at the times provided in the Plan after the death of the Grantee or termination of the employment of the Grantee with the Corporation or any Subsidiary, except as provided in this Section 7. For purposes of this Agreement, "Normal Retirement" shall mean retirement as defined by the Corporation's pension plan at an age or with years of service, or both, such that the Grantee would be eligible for full retirement benefits without reduction under the Corporation's pension plan. If the Grantee ceases to be employed by the Corporation or any Subsidiary due to Normal Retirement as defined above, the stock options granted under this Agreement shall vest in full upon such Normal Retirement and the Grantee may exercise the stock options until they expire by their terms.

          8.          Corporate Changes.  In the event of any stock dividend, stock split or other increase or reduction in the number of shares of Common Stock outstanding, the number and class of shares covered by this option, and the exercise price, are subject to adjustment as provided in the Plan.

- -20-

          9.          Administration.  The Committee has full power and authority to interpret the provisions of the Plan, to supervise the administration of the Plan and to adopt forms and procedures for the administration of the Plan. All determinations made by the Committee shall be final and conclusive.

          10.          Shareholder Rights.  The Grantee shall have no rights as a shareholder with respect to any shares covered by this option until the date of the issuance of a stock certificate to the Grantee for such shares.

          11.          Employment by Corporation.  The grant of this option shall not impose upon the Corporation or any Subsidiary any obligation to retain the Grantee in its employ for any given period or upon any specific terms of employment. The Corporation or any Subsidiary may at any time dismiss the Grantee from employment, free from any liability or claim under the Plan, unless otherwise expressly provided in any written agreement with the Grantee.

          12.          Illegality.  The Grantee will not exercise this option, and the Corporation will not be obligated to issue any shares to the Grantee under this option, if the exercise thereof or the issuance of such shares shall constitute a violation by the Grantee or the Corporation of any provisions of any law, order or regulation of any governmental authority.

          13.          Certifications.  The Grantee acknowledges that he or she has been furnished and has read the Plan Description relating to the Plan. The Grantee shall not resell or distribute the shares received upon exercise of the option except in compliance with such conditions as the Corporation may reasonably specify to ensure compliance with federal and state securities laws.

          14.          Agreement Controls.  In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of this Agreement shall control.

          15.          Effective Date.  This option shall be effective as of the date set forth at the top of this Agreement.

This option has been issued by the Corporation by authority of its Compensation Committee.

CHEMICAL FINANCIAL CORPORATION
By:
	"For the Corporation"
Its:	President & Chief Executive Officer
"Grantee" Signature
"Grantee" (Please Print Name)

- -21-

CHEMICAL FINANCIAL CORPORATION		EXHIBIT A	EXERCISE OF STOCK OPTION
333 E. MAIN STREET
MIDLAND, MI 48640			EIN # 38-2022454
EMPLOYEE	SSN		GRANT DATE		00/00/00
ADDRESS			PLAN YEAR		1997
CITY			OPTION TYPE		NON-STATUTORY
SHARES EXERCISED	0	CURRENT	OPTION PRICE		$0.0000
SHARES CANCELED	0	CURRENT	MARKET PRICE		$0.00000
CURRENT MKT VALUE	$0.00		FEDERAL TAX		$0.00
CURRENT OPT. COST	$0.00		STATE TAX		$0.00
	-----------------		F.I.C.A.		$0.00
ORDINARY INCOME	$0.00		FICA MEDICARE		$0.00
					-----------------
NET INCOME	$0.00				$0.00
EXCHANGE SHARES	0.00				0.00
CERT #	DATE	# SHARES	OPTION		TAX
		0	0		0
		-----------------	-----------------		-----------------
	TOTAL	0	0		0
NET SHARES	MKT VALUE	$0.00	$0.00		$0.00
0	CASH BALANCE	$0.00	$0.00		$0.00
I HEREBY GIVE NOTICE OF EXERCISE OF THE ABOVE OPTION GRANTED TO ME AS NOTED ABOVE. THIS EXERCISE IS MADE SUBJECT TO ALL TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT DATED THE SAME AS ABOVE, AND THE RELATED STOCK OPTION PLAN AS APPROVED BY THE STOCKHOLDERS.
DATE	FOR THE CORPORATION			OPTIONEE
PLEASE RETAIN A COPY OF THIS FORM AS IT CONTAINS ALL INFORMATION REQUIRED FOR COMPLIANCE WITH SECTION 6039(a)(1) OF THE INTERNAL REVENUE CODE.

EX-11

EXHIBIT NO. 11

Computation of Per Share Earnings

	Year Ended December 31
	2004		2003		2002
	(Amounts in thousands, except per share amounts)
BASIC:
Average shares outstanding		25,130		24,878		24,860
Net income	$	56,682	$	55,716	$	54,945
Net income per common share	$	2.26	$	2.24	$	2.21
DILUTED:
Average shares outstanding		25,130		24,878		24,860
Net effect of the assumed exercise of
stock options-based on the treasury
stock method using average market price		88		66		69
		25,218		24,944		24,929
Net income	$	56,682	$	55,716	$	54,945
Net income per common share	$	2.25	$	2.23	$	2.20

EX-13

EXHIBIT 13

CHEMICAL

FINANCIAL CORPORATIONSM

2004

Annual Report

to Shareholders

CHEMICAL FINANCIAL CORPORATION

2004 ANNUAL REPORT TO SHAREHOLDERS

Contents	Page
Chemical Financial Corporation		1
Five-Year Summary of Selected Financial Data		2
Management’s Discussion and Analysis		3
Consolidated Financial Statements		25
Notes to Consolidated Financial Statements		29
Management Reports		51
Reports of Independent Registered Public Accounting Firm		52
Supplemental Quarterly Financial Information (Unaudited)		53
Market for Chemical Financial Corporation Common Stock and Related Shareholder Matters		53
Chemical Financial Corporation Directors and Executive Officers		54

CHEMICAL FINANCIAL CORPORATION

This is Chemical Financial Corporation’s 2004 Annual Report to Shareholders. Chemical Financial Corporation (“Chemical” or the “Corporation”) is a diversified financial services company providing a full range of commercial, consumer, mortgage, trust, insurance and financial planning services through three subsidiary state-chartered commercial banks. Chemical served a broad customer base through 132 banking offices and 1 loan production office across 32 counties in the lower peninsula of Michigan as of December 31, 2004.

The Corporation is headquartered in Midland, Michigan, and had total assets of $3.76 billion at December 31, 2004. In addition to its banking offices, the Corporation had 136 ATM locations, with 36 located off-bank premises. The Corporation offers trust and investment services, including financial and estate planning, retirement programs, investment management and custodial services and employee benefit programs through the Trust and Investment Management Services department (Trust Department) of its largest subsidiary bank. At December 31, 2004, the Trust Department had assets under custodial and management arrangements of $2.3 billion.

At year-end, the Corporation had 1,366 employees on a full-time equivalent basis and approximately 5,400 shareholders of record.

Chemical Financial Corporation’s 2004 Annual Report to Shareholders contains audited financial statements and a detailed financial review. Although attached to our proxy statement, this report is not part of our proxy statement, is not deemed to be soliciting material, and is not deemed to be filed with the Securities and Exchange Commission (the “SEC”) except to the extent that it is expressly incorporated by reference in a document filed with the SEC.

The 2004 Summary Annual Report accompanies the proxy statement. This report presents information concerning the business and financial results of Chemical Financial Corporation in a format and level of detail that we believe our shareholders will find useful and informative. Shareholders who would like to receive even more detailed information than that contained in this 2004 Annual Report to Shareholders are invited to request our Annual Report on Form 10-K.

Our 2004 Annual Report on Form 10-K, as filed with the SEC, including financial statements and financial statement schedules will be provided to any shareholder, without charge, upon written request to Chemical Financial Corporation, Attn: Lori A. Gwizdala, Chief Financial Officer, 333 E. Main Street, Midland, Michigan 48640. The Annual Report on Form 10-K will also be available via our internet website www.chemicalbankmi.com in the “Investor Information” section.

1

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

		Years Ended December 31
		2004			2003			2002			2001			2000
Operating Results (In thousands)
Net interest income			$147,634		$	139,772		$	145,692		$	130,068		$	114,908
Provision for loan losses			3,819			2,834			3,765			2,004			1,587
Noninterest income			39,329			39,094			34,534			31,873			25,495
Operating expenses			98,469			91,923			93,526			94,597			78,294
Net operating income(1)			56,682			55,716			54,945			49,800			40,801
Net income			56,682			55,716			54,945			42,723			40,801
Per Share Data(2)
Net income
	Basic		$2.26		$	2.24		$	2.21		$	1.72		$	1.65
	Diluted		2.25			2.23			2.20			1.72			1.64
Net operating income(1)
	Basic		2.26			2.24			2.21			2.01			1.65
	Diluted		2.25			2.23			2.20			2.00			1.64
Cash dividends declared and paid			1.01			.95			.87			.83			.76
Book value at end of period			19.26			18.33			17.30			15.69			14.45
Market value at end of period			40.62			34.66			29.13			27.30			20.09
Shares outstanding at end of period (In thousands)(2)			25,169			24,991			24,868			24,822			24,772
At Year End (In thousands)
Assets		$	3,764,125		$	3,708,888		$	3,568,649		$	3,488,306		$	3,047,388
Loans			2,585,585			2,481,275			2,074,942			2,182,541			1,848,630
Deposits			2,863,473			2,967,236			2,847,272			2,789,524			2,443,155
Federal Home Loan Bank borrowings			284,996			155,373			157,393			167,893			116,806
Shareholders’ equity			484,836			458,049			430,339			389,456			357,910
Average Balances (In thousands)
Assets		$	3,856,036		$	3,578,678		$	3,538,599		$	3,213,561		$	3,000,505
Interest-earning assets			3,608,157			3,381,083			3,325,572			3,026,296			2,813,073
Loans			2,567,956			2,222,704			2,088,395			1,996,803			1,771,306
Deposits			2,976,150			2,868,180			2,825,975			2,582,480			2,431,954
Federal Home Loan Bank borrowings			280,769			151,183			162,332			132,103			107,215
Shareholders’ equity			472,226			439,178			406,762			369,829			340,181
Financial Ratios
Return on average assets – net income			1.47	%		1.56	%		1.55	%		1.33	%		1.36	%
Return on average assets – net operating income(1)			1.47			1.56			1.55			1.55			1.36
Return on average equity – net income			12.0			12.7			13.5			11.6			12.0
Return on average equity – net operating income(1)			12.0			12.7			13.5			13.5			12.0
Net interest margin			4.13			4.18			4.44			4.38			4.18
Efficiency ratio(3)			52.6			50.9			51.3			52.0			54.7
Average shareholders’ equity to average assets			12.2			12.3			11.5			11.5			11.3
Cash dividends paid per share to diluted net income per share			44.9			42.6			39.4			48.3			46.5
Tangible equity to assets			11.1			10.5			11.0			10.1			11.1
Total risk-based capital			17.5			16.6			18.6			17.4			21.1
Credit Quality Statistics
Allowance for loan losses to total loans			1.32	%		1.34	%		1.48	%		1.42	%		1.45	%
Nonperforming loans as a percent of total loans			.39			.46			.35			.60			.47
Nonperforming assets as a percent of total assets			.45			.47			.32			.40			.31
Net loans charged off as a percent of average loans			.11			.15			.20			.08			.05

(1)	Net operating income differs from net income by excluding merger and restructuring expenses of $7.1 million, or $.28 diluted earnings per share, on an after-tax basis incurred in 2001.
(2)	Adjusted for stock dividends.
(3)	Total operating expenses, excluding merger and restructuring expenses of $9.2 million in 2001, divided by the sum of net interest income (fully taxable equivalent) and noninterest income.

2

MANAGEMENT’S DISCUSSION AND ANALYSIS

BUSINESS OF THE CORPORATION

The Corporation is a financial holding company with its business concentrated in a single industry segment – commercial banking. The Corporation, through its bank subsidiaries, offers a full range of commercial banking services. These banking services include accepting deposits, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, electronically accessed banking products, residential and commercial real estate financing, commercial lending, consumer financing, debit cards, safe deposit box services, money transfer services, automated teller machines, access to insurance products and corporate and personal trust services.

The principal markets for the Corporation’s commercial banking services are communities within Michigan in which the Corporation’s subsidiaries are located and the areas immediately surrounding these communities. As of December 31, 2004, the Corporation operated three subsidiary banks: Chemical Bank and Trust Company, headquartered in Midland, Michigan; Chemical Bank Shoreline, headquartered in Benton Harbor, Michigan; and Chemical Bank West, headquartered in the Grand Rapids, Michigan area. Together, they serve 89 communities through 132 banking offices and 1 loan production office located in 32 counties across Michigan’s lower peninsula. In addition to its banking offices, the Corporation operated 136 automated teller machines, both on- and off-bank premises.

The principal source of revenue for the Corporation is interest and fees on loans, which accounted for 67% of total revenues in 2004, 65% of total revenues in 2003 and 63% of total revenues in 2002. Interest on investment securities is also a significant source of revenue, accounting for 15% of total revenues in 2004, 17% of total revenues in 2003 and 21% of total revenues in 2002. Chemical Bank and Trust Company, the Corporation’s largest subsidiary, represented 38% of total loans and 45% of total deposits of the Corporation at December 31, 2004. Business volumes tend to be influenced by overall economic factors including market interest rates, business and consumer spending, and consumer confidence, as well as competitive conditions in the marketplace.

FINANCIAL HIGHLIGHTS

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

Application of Critical Accounting Policies

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

The most significant accounting policies followed by the Corporation are presented in Note A to the consolidated financial statements. These policies, along with the disclosures presented in the other notes to the consolidated financial statements and in “Management’s Discussion and Analysis,” provide information on how significant assets and liabilities are valued in the consolidated financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, estimates and assumptions underlying those amounts, management has identified the determination of the allowance for loan losses, pension benefit and postretirement benefit plan obligations and related costs, real estate mortgage loan servicing rights, and goodwill to be the accounting areas that require the most subjective or complex judgments, and as such, could be most subject to revision as new or additional information becomes available or circumstances change, including overall changes in the economic climate and/or market interest rates.

The allowance for loan losses (allowance) represents management’s estimate of credit losses inherent in the loan

continued on next page

3

MANAGEMENT’S DISCUSSION AND ANALYSIS

FINANCIAL HIGHLIGHTS (CONTINUED)

portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected cash flows on impaired loans, estimated losses on commercial and real estate commercial graded loans and on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. It is extremely difficult to precisely measure the amount of losses that are probable in the Corporation’s loan portfolio. The Corporation uses a rigorous process to attempt to accurately quantify the necessary allowance and related provision for loan losses, but there can be no assurance that the modeling process will successfully identify all of the losses that are probable in the loan portfolio. As a result, the Corporation could record future provisions for loan losses that may be significantly different than the levels that have been recorded in the past three-year period. The loan portfolio also represents the largest asset type on the consolidated statements of financial position. Note A to the consolidated financial statements describes the methodology used to determine the allowance. In addition, a discussion of the factors driving changes in the amount of the allowance is included under the subheading “Provision and Allowance for Loan Losses” in “Management’s Discussion and Analysis.”

The Corporation’s pension benefit and postretirement benefit obligations and related costs are calculated using actuarial concepts and measurements. Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense/liability measurements. We evaluate these critical assumptions annually. Other assumptions involve employee demographic factors such as retirement patterns, mortality, turnover and the rate of compensation increase. There are uncertainties associated with the underlying critical assumptions, and the potential exists for significant, and possibly material, impacts on either the results of operations or cash flows (e.g., additional pension and postretirement medical benefits expense and/or additional pension plan funding, whether expected or required) from changes in the critical assumptions. If we were to determine that more conservative assumptions were necessary, pension and postretirement benefit costs would likely increase and have a negative impact on results of operations in the period in which the increase occurred. Further explanations describing the basis and methods of the development of the critical assumptions are included in Notes A and H to the consolidated financial statements.

At December 31, 2004, the Corporation had approximately $3.2 million of real estate mortgage loan servicing rights capitalized on the consolidated statements of financial position. The two critical assumptions involved in establishing the value of this asset are the estimated future prepayment speeds on the underlying real estate mortgage loans and the interest rate used to discount the net cash flows from the real estate mortgage loan portfolio being serviced. Other assumptions include the estimated amount of ancillary income that will be received in the future (such as late fees) and the estimated cost to service the real estate mortgage loans. The Corporation utilizes a third-party modeling software program to value mortgage servicing rights. The Corporation believes the assumptions utilized in the valuation are reasonable based upon market interest rates and accepted industry practices for valuing mortgage servicing rights and represent neither the most conservative nor the most aggressive assumptions.

At December 31, 2004, the Corporation had $63.3 million of goodwill recorded on the consolidated statements of financial position. Under Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (SFAS 142), amortization of goodwill ceased, and instead goodwill must be tested annually for impairment. Goodwill increased $35.4 million during 2003 from the acquisition of Caledonia Financial Corporation. The Corporation’s goodwill impairment review is performed annually by management and additionally assessed by an independent third-party appraisal firm utilizing the methodology and guidelines established in SFAS 142. This methodology involves assumptions regarding the valuation of the Corporation’s bank subsidiaries that contain the acquired entities that resulted in the recording of goodwill. The Corporation believes that the assumptions utilized are reasonable and even utilizing more conservative assumptions on the valuation would not presently result in impairment in the amount of goodwill that has been recorded. However, the Corporation may incur impairment charges related to goodwill in the future due to changes in business prospects or other matters that could affect the valuation assumptions.

Mergers and Acquisitions

The Corporation’s primary method of expansion into new banking markets has been through acquisitions of other financial institutions and bank branches. During the three years ended December 31, 2004, the Corporation completed the following acquisition:

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

4

MANAGEMENT’S DISCUSSION AND ANALYSIS

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. The purchase price represented a premium over book value of $34.5 million. The acquisition was accounted for by the purchase method of accounting. Therefore, the financial results of the acquired operation were included from the acquisition date, with no restatement of prior period amounts.

The Corporation operated Caledonia’s bank subsidiary, State Bank of Caledonia, with branch offices in Caledonia, Dutton, Middleville and Kalamazoo, Michigan, as a separate subsidiary until June 2004. At that time, the Corporation restructured the State Bank of Caledonia into two of the Corporation’s three existing bank subsidiaries. The branches in Caledonia, Middleville and Dutton became 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.

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

	Years Ended December 31
	2004			2003			2002			2001			2000
INTEREST INCOME
Interest and fees on loans		3.97	%		4.06	%		4.41	%		5.05	%		4.93	%
Interest on investment securities		.94			1.13			1.53			1.69			1.93
Interest on short-term investments		.04			.03			.08			.16			.26
TOTAL INTEREST INCOME		4.95			5.22			6.02			6.90			7.12
INTEREST EXPENSE
Interest on deposits		.80			1.02			1.57			2.47			2.84
Interest on FHLB borrowings		.27			.23			.25			.23			.22
Interest on other borrowings – short-term		.01			.02			.03			.08			.14
TOTAL INTEREST EXPENSE		1.08			1.27			1.85			2.78			3.20
NET INTEREST INCOME		3.87			3.95			4.17			4.12			3.92
Provision for loan losses		.10			.08			.11			.06			.05
NONINTEREST INCOME
Service charges and fees		.67			.66			.60			.55			.54
Trust services revenue		.19			.19			.18			.20			.23
Mortgage banking revenue		.09			.19			.21			.20			.06
Other		.07			.06			(.01	)		.04			.02
TOTAL NONINTEREST INCOME		1.02			1.10			.98			.99			.85
OPERATING EXPENSES
Salaries, wages and benefits		1.49			1.52			1.53			1.50			1.52
Occupancy		.24			.22			.21			.21			.21
Equipment		.23			.22			.24			.24			.21
Merger and restructuring expenses		–			–			–			.29			–
Other		.59			.61			.66			.70			.67
TOTAL OPERATING EXPENSES		2.55			2.57			2.64			2.94			2.61
INCOME BEFORE INCOME TAXES		2.24			2.40			2.40			2.11			2.11
Federal income taxes		.73			.79			.79			.70			.66
Tax equivalent adjustment		.04			.05			.06			.08			.09
NET INCOME		1.47	%		1.56	%		1.55	%		1.33	%		1.36	%
AVERAGE TOTAL ASSETS – In thousands	$	3,856,036		$	3,578,678		$	3,538,599		$	3,213,561		$	3,000,505

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

continued on next page

5

MANAGEMENT’S DISCUSSION AND ANALYSIS

FINANCIAL HIGHLIGHTS (CONTINUED)

Net Income

Net income in 2004 was $56.7 million, or $2.25 per diluted share, compared to net income of $55.7 million, or $2.23 per diluted share, in 2003. Net income in 2004 represented a 1.7% increase over 2003 net income, while 2003 net income represented a 1.4% increase over 2002 net income.

The Corporation’s return on average assets was 1.47% in 2004, 1.56% in 2003 and 1.55% in 2002. The Corporation’s return on average shareholders’ equity was 12.0% in 2004, 12.7% in 2003 and 13.5% in 2002.

The Corporation defined net operating income in 2001 as net income before the impact of the merger and restructuring expenses of $7.1 million on an after-tax basis. Net operating income in 2001 was $49.8 million, or $2.00 per diluted share. There was no difference between net income and net operating income in 2004, 2003, 2002 and 2000. Net income per share has increased at an average annual compound rate of 6.9% during the five-year period ended December 31, 2004.

Deposits

The Corporation’s average deposit balances and average rates paid on deposits for the past three years are included in Table 2. Average total deposits were $108 million, or 3.8%, higher in 2004 as compared to 2003. The increase in average deposits in 2004, compared to 2003, was attributable to the Caledonia acquisition that was completed on December 1, 2003. This acquisition added $171 million in deposits as of the acquisition date. The increase in average deposits attributable to the acquisition was partially offset by a decline in both brokered and retail deposits during 2004. The Corporation had $10 million and $49 million of brokered deposits as of December 31, 2004 and December 31, 2003, respectively. Brokered deposits, primarily acquired in the Caledonia acquisition, declined $39 million during 2004 as the Corporation had sufficient liquidity to fund loan growth and did not need to renew this source of funding during the year. As of December 31, 2004, the Corporation held approximately $10 million in brokered deposits. The remainder of the decline was attributable to a modest decline in core retail deposits. Average total deposits were $42 million, or 1.5%, higher in 2003 as compared to 2002.

It is the Corporation’s strategy to develop customer relationships that will drive core deposit growth and stability. The Corporation has historically gathered deposits from the local markets of its bank subsidiaries.

The growth of the Corporation’s deposits is impacted by competition from other investment products, such as brokerage accounts, mutual funds and various annuity products. These investment products are sold by a wide spectrum of organizations, such as brokerage and insurance companies, as well as by financial institutions. The Corporation also competes with credit unions in most of its markets. These institutions are challenging competitors, as credit unions are exempt from federal income taxes.

In response to the competition for other investment products, the Corporation’s subsidiary banks, through “CFC Investment Centers,” offer a wide array of mutual funds, annuity products and market securities through an alliance with PrimeVest Financial Services. During 2004 and 2003, customers purchased $52.2 million and $47.7 million, respectively, of annuity and mutual fund investments through CFC Investment Centers.

Assets

Average assets were $3.856 billion during 2004, an increase of $277 million, or 7.7%, over average assets during 2003 of $3.579 billion. The increase in average assets during 2004 was attributable to the Caledonia acquisition and a Federal Home Loan Bank borrowing transaction. The Caledonia acquisition was completed on December 1, 2003 and added $211 million in total assets as of the acquisition date. During the first quarter of 2004, the Corporation borrowed $150 million from the Federal Home Loan Bank and invested the proceeds in mortgage-backed securities. These increases were partially offset by a decline in investment securities that resulted from a decrease in total deposits. Average assets increased $40 million, or 1.1%, during 2003 over average assets of $3.539 billion in 2002.

Cash Dividends

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

	2004		2003		2002		2001		2000
Annual Dividend	$	1.01	$	0.95	$	0.87	$	0.83	$	0.76

During 2004, cash dividends per share of $1.01 were up 6% over cash dividends per share in 2003 of $0.95.

The Corporation has paid regular cash dividends every quarter since it began operating as a bank holding company in 1974. The compound annual growth rate of the Corporation’s cash dividends per share over the past five- and ten-year periods ended December 31, 2004 was 7.9% and 11.7%, respectively. The earnings of the Corporation’s subsidiaries are the principal source of funds to pay cash

6

MANAGEMENT’S DISCUSSION AND ANALYSIS

dividends to shareholders. Cash dividends are dependent upon the earnings of the Corporation’s subsidiaries, as well as capital requirements, regulatory restraints and other factors affecting each of the Corporation’s subsidiary banks.

NET INTEREST INCOME

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

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

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

		Years Ended December 31
		2004							2003							2002
				Tax		Effective					Tax		Effective					Tax		Effective
		Average		Equivalent		Yield/			Average		Equivalent		Yield/			Average		Equivalent		Yield/
		Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate
ASSETS
Interest-earning Assets:
	Loans**	$	2,567,956	$	152,993		5.96	%	$	2,222,704	$	145,212		6.53	%	$	2,088,395	$	156,270		7.48	%
	Taxable investment securities		899,085		33,124		3.68			1,026,318		36,700		3.58			1,011,783		49,554		4.90
	Non-taxable investment securities		42,779		3,187		7.45			47,547		3,806		8.00			55,144		4,566		8.28
	Federal funds sold		83,871		1,077		1.28			68,796		749		1.09			121,200		2,000		1.65
	Interest-bearing deposits with unaffiliated banks		14,466		411		2.84			15,718		235		1.50			49,050		776		1.58
Total interest-earning assets			3,608,157		190,792		5.29			3,381,083		186,702		5.52			3,325,572		213,166		6.41
Less: Allowance for loan losses			33,663							30,893							31,098
Other Assets:
	Cash and due from banks		110,017							106,288							121,499
	Premises and equipment		48,071							43,815							43,104
	Accrued income and other assets		123,454							78,385							79,522
Total Assets		$	3,856,036						$	3,578,678						$	3,538,599
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing Liabilities:
	Interest-bearing demand deposits	$	542,211	$	2,163		.40	%	$	505,278	$	1,902		.38	%	$	492,824	$	4,594		.93	%
	Savings deposits		1,005,728		6,914		.69			953,741		8,098		.85			848,908		13,538		1.59
	Time deposits		884,291		21,664		2.45			919,221		26,345		2.87			1,035,506		37,404		3.61
	Other borrowings – short term		90,016		582		.65			86,604		539		.62			108,469		968		.89
	Federal Home Loan Bank borrowings		280,769		10,293		3.67			151,183		8,381		5.54			162,332		8,848		5.45
Total interest-bearing liabilities			2,803,015		41,616		1.48			2,616,027		45,265		1.73			2,648,039		65,352		2.47
Noninterest-bearing deposits			543,920							489,940							448,737
	Total deposits and borrowed funds		3,346,935							3,105,967							3,096,776
Accrued expenses and other liabilities			36,875							33,533							35,061
Shareholders’ equity			472,226							439,178							406,762
Total Liabilities and Shareholders’ Equity		$	3,856,036						$	3,578,678						$	3,538,599
Net Interest Spread (Average yield earned minus average rate paid)							3.81	%						3.79	%						3.94	%
Net Interest Income (FTE)				$	149,176						$	141,437						$	147,814
Net Interest Margin (Net interest income (FTE)/total average interest-earning assets)							4.13	%						4.18	%						4.44	%

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

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7

MANAGEMENT’S DISCUSSION AND ANALYSIS

NET INTEREST INCOME (CONTINUED)

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

Table 2 presents, for 2004, 2003 and 2002, average daily balances of the Corporation’s major categories of assets and liabilities, interest income and expense on a fully taxable equivalent (FTE) basis, average interest rates earned and paid on the assets and liabilities, net interest income (FTE), net interest spread and net interest margin.

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

Net interest income (FTE) in 2004 was $149.18 million, an increase of $7.74 million or 5.5% over 2003 net interest income (FTE) of $141.44 million. Net interest income was positively impacted in 2004 by an increase in average interest-earning assets from the Caledonia acquisition and a Federal Home Loan Bank (FHLB) borrowing transaction.

The effects of the increase in interest-earning assets attributable to the Caledonia transaction accounted for the majority of the increase in net interest income in 2004. In addition, the Corporation estimated that the net effect of the investment of the proceeds from a $150 million borrowing from the FHLB added approximately $1.7 million to net interest income in 2004. The Corporation borrowed $150 million from the FHLB during January 2004, at a weighted average life of 1.6 years and a weighted average interest rate of 1.85%. The proceeds of the borrowing were invested approximately equally in five- and seven-year balloon type mortgage-backed investment securities, with a projected weighted average life of 3.03 years, a projected duration of 2.75 years, and a projected weighted average yield of 3.40% at the investment date. The borrowing transaction was done to increase interest-earning assets of the Corporation, as a means to partially offset the impact of the lack of growth in core deposits and the continued low interest rates on net interest income, and anticipated significantly lower mortgage banking revenue. The borrowing transaction had the net effect of increasing net interest income in 2004, while the impact on net interest margin was estimated to have a net effect of a decrease of approximately twelve basis points. Net

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

			2004 Compared to 2003									2003 Compared to 2002
			Increase (Decrease)									Increase (Decrease)
			Due to Changes in									Due to Changes in
									Combined									Combined
			Average			Average			Increase			Average			Average			Increase
			Volume			Yield/Rate			(Decrease)			Volume			Yield/Rate			(Decrease)
CHANGES IN INTEREST INCOME ON INTEREST-EARNING ASSETS:
		Loans	$	21,041		$	(13,260	)	$	7,781		$	9,820		$	(20,878	)	$	(11,058	)
		Taxable investment securities		(4,673	)		1,097			(3,576	)		545			(13,399	)		(12,854	)
		Non-taxable investment securities		(372	)		(247	)		(619	)		(611	)		(149	)		(760	)
		Federal funds sold		182			146			328			(701	)		(550	)		(1,251	)
		Interest-bearing deposits with unaffiliated banks		(20	)		196			176			(504	)		(37	)		(541	)
	Total change in interest income on interest-earning assets			16,158			(12,068	)		4,090			8,549			(35,013	)		(26,464	)
CHANGES IN INTEREST EXPENSE ON INTEREST-BEARING LIABILITIES:
		Interest-bearing demand deposits		152			109			261			112			(2,804	)		(2,692	)
		Savings deposits		419			(1,603	)		(1,184	)		1,494			(6,934	)		(5,440	)
		Time deposits		(981	)		(3,700	)		(4,681	)		(3,914	)		(7,145	)		(11,059	)
		Other borrowings – short term		19			24			43			(171	)		(258	)		(429	)
		Federal Home Loan Bank borrowings		5,412			(3,500	)		1,912			(612	)		145			(467	)
	Total change in interest expense on interest-bearing liabilities			5,021			(8,670	)		(3,649	)		(3,091	)		(16,996	)		(20,087	)
TOTAL INCREASE (DECREASE) IN NET INTEREST INCOME (FTE)			$	11,137		$	(3,398	)	$	7,739		$	11,640		$	(18,017	)	$	(6,377	)

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

8

MANAGEMENT’S DISCUSSION AND ANALYSIS

interest income was also positively impacted by a change in the mix of interest-earning assets, as total loans were up $104.3 million, or 4.2% during the year. These items were partially offset by the impact of a reduction in interest-earning assets resulting from a $103.8 million, or 3.5% decrease in total deposits during 2004.

During 2004, short-term interest rates remained constant until June 30 when the Federal Open Market Committee (FOMC) increased the Discount and Federal Funds rates by 25 basis points. The FOMC increased these rates by 25 basis points four more times during 2004, resulting in equal increases each time in the prime rate. Accordingly, the prime rate was 4.00% on January 1, 2004 and 5.25% on December 31, 2004. While short-term interest rates gradually increased during the second half of 2004, long-term interest rates remained relatively flat during the entire year. The ten-year U.S. Treasury note, which is used to price both 15- and 30-year residential mortgage loans, was 4.27% at the end of 2003 and 4.24% at the end of 2004. Consequently, the interest yield curve flattened during the second half of 2004. The combination of the historically low interest rate environment during the first six months of 2004 and increased competition for loans resulted in a 57 basis point reduction in the average yield on loans in 2004, compared to 2003. The average yield on loans was 5.96% in 2004, compared to 6.53% in 2003. The reduction in the average yield on loans and the impact of the $150 million borrowing transaction resulted in a 23 basis point reduction in the overall average yield on average interest-earning assets in 2004 to 5.29% from 5.52% in 2003. The historically low interest rate environment throughout all of 2003 and the first six months of 2004, resulted in a 25 basis point reduction in the average cost of deposits and borrowed funds in 2004, compared to the prior year. The average cost of deposits and borrowed funds was 1.48% in 2004, compared to 1.73% in 2003. The net result was a five basis point decrease in net interest margin in 2004 to 4.13% from 4.18% in 2003.

During 2003, short-term interest rates remained constant until June when the FOMC lowered the Discount and Federal Funds rates by 25 basis points, resulting in an equal reduction in the prime rate. Accordingly, the prime rate was 4.25% on January 1, 2003 and 4.00% on December 31, 2003. The net effect of the continued low interest rate environment decreased net interest margin and net interest spread in 2003 compared to 2002. Net interest margin for 2003 was 4.18%, compared to 4.44% in 2002. Net interest spread for 2003 was 3.79%, compared to 3.94% for 2002. The decrease in these year-over-year ratios was due to the reduction in the average yield of the Corporation’s loans and investments exceeding the reduction in the average cost of its deposits and borrowings.

Net interest income (FTE) in 2003 was $141.44 million, down $6.37 million, or 4.3%, from 2002 net interest income (FTE) of $147.81 million. The most significant factor causing a decrease in the Corporation’s net interest income in 2003 was an overall decrease in the yields of the loan and investment portfolios. Loan yields declined 95 basis points and investment securities yields declined 132 basis points in 2003, compared to 2002. In addition to the repricing downward of variable interest rate loans and new loans being priced lower than existing portfolio loans, the lower interest rate environment also motivated customers to refinance fixed interest rate loans, particularly in the residential real estate market where there are no prepayment penalties. Likewise, the lower interest rate environment motivated commercial real estate customers to renegotiate lower interest rates on fixed interest rate loans, whether or not prepayment penalties were assessable. Investment securities yields declined due to both prepayments of mortgage-backed securities and scheduled maturities. Consequently, interest income during 2003 declined $20.9 million due to the reduction in the average yield of the loan portfolio and $13.4 million due to the reduction in the average yield of the investment portfolio. Overall in 2003, the rates paid on interest-bearing liabilities declined 74 basis points, while the yield on interest-earning assets declined 89 basis points, which resulted in an $18.0 million decrease to net interest income (FTE). The overall decrease in net interest income (FTE) attributable to changes in interest rates was partially offset by an $11.6 million increase in net interest income (FTE) attributable to the growth in average interest-earning assets and a change in the composition of both assets and liabilities.

LOANS

The Corporation’s bank subsidiaries are full-service community banks and, therefore, the acceptance and management of credit risk is an integral part of the Corporation’s business. The Corporation maintains conservative loan policies and credit underwriting standards. These standards include the granting of loans generally only within the Corporation’s market areas. The Corporation’s lending markets generally consist of small communities across the middle to southern and western sections of the lower peninsula of Michigan. The Corporation has no foreign loans or any loans to finance highly leveraged transactions. The Corporation’s lending philosophy is implemented through strong administrative and reporting controls at the subsidiary bank level, with additional oversight at the parent company level. The Corporation maintains a centralized independent loan review function at the parent company level, which monitors asset quality at each of the Corporation’s subsidiary banks.

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9

MANAGEMENT’S DISCUSSION AND ANALYSIS

LOANS (CONTINUED)

The Corporation experiences competition for commercial loans primarily from larger regional banks located both within and outside of the Corporation’s market areas, and from other community banks located within the Corporation’s lending markets. The Corporation’s competition for residential real estate loans primarily includes community banks, larger regional banks, savings associations, credit unions and mortgage companies. The competition for residential real estate loans has increased over the last few years as mortgage lending companies have expanded their sales and marketing efforts. The Corporation experiences competition for consumer loans mostly from captive automobile finance companies, larger regional banks, community banks and local credit unions. The Corporation’s loan portfolio is generally diversified geographically within 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.

Table 4 includes the composition of the Corporation’s loan portfolio, by major loan category, as of December 31, 2004, 2003, 2002, 2001 and 2000.

Total loans at December 31, 2004 were $2.59 billion, an increase of $104.3 million, or 4.2%, over total loans at December 31, 2003. The Corporation achieved an increase in commercial and real estate commercial loan categories in 2004, while residential real estate mortgage and consumer loans decreased slightly. Excluding the Caledonia acquisition, total loans increased $222 million, or 10.7%, during 2003. The Corporation achieved increases in all loan categories during 2003.

TABLE 4. SUMMARY OF LOANS AND LOAN LOSS EXPERIENCE (Dollars in thousands)

		Years Ended December 31
		2004			2003			2002			2001			2000
Distribution of Loans:
Commercial		$	468,970		$	405,929		$	327,438		$	332,055		$	287,971
Real estate construction			120,900			138,280			108,589			137,500			87,419
Real estate commercial			697,779			628,815			481,084			432,747			313,245
Real estate residential			760,834			767,199			648,042			769,272			776,545
Consumer			537,102			541,052			509,789			510,967			383,450
Total loans		$	2,585,585		$	2,481,275		$	2,074,942		$	2,182,541		$	1,848,630
Summary of Changes in the Allowance for Loan Losses:
Allowance for loan losses at beginning of year		$	33,179		$	30,672		$	30,994		$	26,883		$	26,174
Loans charged off:
	Commercial		(1,270	)		(2,002	)		(2,345	)		(544	)		(326	)
	Real estate construction		–			–			(107	)		–			–
	Real estate commercial		(88	)		(40	)		–			(55	)		(5	)
	Real estate residential		(430	)		(102	)		(164	)		(108	)		(155	)
	Consumer		(2,175	)		(1,927	)		(2,214	)		(1,427	)		(1,024	)
	Total loan charge-offs		(3,963	)		(4,071	)		(4,830	)		(2,134	)		(1,510	)
Recoveries of loans previously charged-off:
	Commercial		464			174			329			195			234
	Real estate construction		–			–			–			–			–
	Real estate commercial		7			7			17			10			10
	Real estate residential		105			38			18			23			21
	Consumer		555			500			379			251			367
	Total loan recoveries		1,131			719			743			479			632
	Net loan charge-offs		(2,832	)		(3,352	)		(4,087	)		(1,655	)		(878	)
Provision for loan losses			3,819			2,834			3,765			2,004			1,587
Allowance of banks/branches acquired			–			3,025			–			3,762			–
Allowance for loan losses at year-end		$	34,166		$	33,179		$	30,672		$	30,994		$	26,883
Ratio of net charge-offs during the year to average loans outstanding			.11	%		.15	%		.20	%		.08	%		.05	%
Ratio of allowance for loan losses at year-end to total loans outstanding at year-end			1.32	%		1.34	%		1.48	%		1.42	%		1.45	%

10

MANAGEMENT’S DISCUSSION AND ANALYSIS

Real estate loans include real estate construction loans, real estate commercial loans and residential real estate loans. At December 31, 2004 and 2003, real estate loans totaled $1.58 billion and $1.53 billion, respectively. Real estate loans increased $45 million, or 2.9%, in 2004. Real estate loans as a percentage of total loans at December 31, 2004, 2003 and 2002 were 61.1%, 61.8% and 59.7%, respectively.

Real estate construction loans are originated for both business and residential properties. These loans generally convert to a real estate loan at the completion of the construction period. Real estate construction loans were $120.9 million at December 31, 2004, a decrease of $17.4 million, or 12.6% from December 31, 2003. The reduction was deemed to be attributable to the easing of the economy in Michigan during the second half of 2004. At December 31, 2004, 2003 and 2002, real estate construction loans as a percentage of total loans were 4.7%, 5.6% and 5.2%, 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.

Real estate commercial loans increased $69 million, or 11%, during 2004 to $697.8 million at December 31, 2004. The increase was largely due to the Corporation placing greater emphasis on growing these loans in its community bank market areas. At December 31, 2004, 2003 and 2002, commercial real estate loans as a percentage of total loans were 27.0%, 25.3% and 23.2%, respectively.

Commercial loans totaled $469.0 million at December 31, 2004, an increase of $63.1 million, or 15.5%, from total commercial loans at December 31, 2003 of $405.9 million. The increase in these loans was also largely attributable to the Corporation’s emphasis to increase this portion of the loan portfolio. Commercial loans represented 18.1%, 16.4% and 15.8% of total loans outstanding at December 31, 2004, 2003 and 2002, respectively.

Commercial lending and real estate commercial 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 of 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 is typically affected by adverse conditions in the real estate market and in the economy. The Corporation generally attempts to mitigate the risks associated with commercial lending by, among other things, lending primarily in its market areas and using conservative loan-to-value ratios in the underwriting process.

TABLE 5. COMPARISON OF LOAN MATURITIES AND INTEREST SENSITIVITY (Dollars in thousands)

		December 31, 2004												December 31, 2003
		Due In												Due In
			1 Year			1 to 5			Over 5						1 Year			1 to 5			Over 5
		or Less				Years			Years			Total			or Less			Years			Years			Total
Loan Maturities:
Commercial		$	229,694		$	206,245		$	33,031		$	468,970		$	200,575		$	183,329		$	22,025		$	405,929
Real estate construction			56,746			36,598			27,556			120,900			82,494			46,785			9,001			138,280
Real estate commercial			79,912			566,486			51,381			697,779			92,254			477,727			58,834			628,815
Total		$	366,352		$	809,329		$	111,968		$	1,287,649		$	375,323		$	707,841		$	89,860		$	1,173,024
Percent of Total			28	%		63	%		9	%		100	%		32	%		60	%		8	%		100	%
		December 31, 2004									December 31, 2003
						Amount			Percent						Amount			Percent
Interest Sensitivity:
Above loans maturing after one year which have:
	Fixed interest rates				$	664,968			72	%				$	671,881			84	%
	Variable interest rates					256,329			28						125,820			16
Total					$	921,297			100	%				$	797,701			100	%

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11

MANAGEMENT’S DISCUSSION AND ANALYSIS

LOANS (CONTINUED)

Table 5 on page 11 presents the maturity distribution of commercial, real estate construction and real estate commercial loans. These loans represented 49.8% of total loans at December 31, 2004 and 47.3% of total loans at December 31, 2003. The percentage of these loans maturing within one year remained low at 28% at December 31, 2004, compared with 32% at December 31, 2003. The percentage of these loans maturing beyond five years remained low at 9% at December 31, 2004 and 8% at December 31, 2003. Of those loans with maturities beyond one year, the percentage of loans with variable interest rates was 28% at December 31, 2004, compared to 16% at December 31, 2003. The increase in variable interest rate loans with maturities greater than one year was due primarily to a concerted effort to originate more variable rate commercial loans.

The continued low percentage of loans maturing within one year is due to the growth in real estate commercial loans. Real estate commercial loans are generally written as balloon-type mortgages at fixed interest rates for balloon time periods ranging from three to ten years.

Residential real estate loans decreased $6.4 million, or 0.8%, during 2004 to $760.8 million. At December 31, 2004, 2003 and 2002, residential real estate loans as a percentage of total loans were 29.4%, 30.9% and 31.2%, respectively.

The Corporation’s residential real estate loans primarily consist of one-to four-family residential loans with original terms of fifteen years and 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.

The Corporation’s general practice is to sell residential real estate loan originations with maturities of fifteen years and longer in the secondary market. The Corporation sold $153 million of long-term fixed rate residential real estate loans during 2004 in the secondary market. This compares with $409 million of residential real estate loans sold during 2003. The decrease in loans sold during 2004 was attributable to the stabilization of residential real estate market interest rates and the corresponding decline in loan refinance activity.

At December 31, 2004, the Corporation was servicing $596 million of residential mortgage loans that had been originated by the Corporation in its market areas and subsequently sold in the secondary mortgage market. At December 31, 2003, the Corporation serviced for others approximately $633 million of residential mortgages.

Consumer loans totaled $537.1 million at December 31, 2004, a decrease of $4.0 million, or 0.7%, from total consumer loans at December 31, 2003 of $541.1 million. The decrease during 2004 was primarily attributable to increased competition from captive auto finance companies on new personal vehicle loans. Consumer loans represented 20.8%, 21.8% and 24.6% of total loans outstanding at December 31, 2004, 2003 and 2002, 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 a slow economy. Consumer lending collections are dependent on the borrowers’ continuing financial stability, and thus are more likely to be affected by adverse personal situations.

TABLE 6. NONPERFORMING ASSETS (Dollars in thousands)

	December 31
	2004			2003			2002			2001			2000
Nonaccrual loans*	$	8,397		$	6,691		$	4,859		$	6,897		$	7,268
Accruing loans contractually past due 90 days or more as to interest or principal payments		1,653			4,656			2,422			6,181			1,406
Restructured loans		–			–			–			–			17
Total nonperforming loans		10,050			11,347			7,281			13,078			8,691
Repossessed assets and other real estate		6,799			6,002			4,298			728			831
Total nonperforming assets	$	16,849		$	17,349		$	11,579		$	13,806		$	9,522
Nonperforming loans as a percent of total loans		.39	%		.46	%		.35	%		.60	%		.47	%
Nonperforming assets as a percent of total assets		.45	%		.47	%		.32	%		.40	%		.31	%

*  Interest income totaling $340,000 was recorded in 2004 on loans in nonaccrual status at December 31, 2004. Additional interest income of $356,000 would have been recorded during 2004 on these loans had they been current in accordance with their original terms.

12

MANAGEMENT’S DISCUSSION AND ANALYSIS

NONPERFORMING ASSETS

A five-year history of nonperforming assets is presented in Table 6. Nonperforming assets are comprised of loans accounted for on a nonaccrual basis, accruing loans contractually past due 90 days or more as to interest or principal payments, other loans whose terms have been restructured to provide for a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower and repossessed assets and other real estate.

The Corporation’s practice is to immediately charge to the allowance for loan losses specifically identified credit losses. This determination is made for each loan at the earlier of a loss being specifically identified, or the time of transfer to nonperforming status, after considering collateral value and the borrower’s ability to repay the loan principal. Nonaccrual loans were $8.4 million at December 31, 2004, compared to $6.7 million at December 31, 2003 and $4.9 million at December 31, 2002. The increase in nonaccrual loans of $1.7 million during 2004 was attributable to an increase in the residential real estate loan category of nonaccrual loans. Nonaccrual loans as a percentage of total loans were 0.32% at December 31, 2004, 0.27% at December 31, 2003 and 0.23% at December 31, 2002.

Accruing loans past due ninety days or more were $1.7 million at December 31, 2004, compared to $4.7 million at December 31, 2003 and $2.4 million at December 31, 2002. There were no restructured loans at December 31, 2004 or 2003.

Total nonperforming loans were $10.1 million, or 0.39% of total loans at December 31, 2004, compared to $11.3 million or 0.46% of total loans at December 31, 2003, and $7.3 million, or 0.35% of total loans at December 31, 2002. The level and composition of nonperforming loans are affected by economic conditions in the Corporation’s local markets.

Repossessed assets and other real estate totaled $6.8 million at December 31, 2004, and consisted of commercial real estate of $3.9 million, residential real estate of $2.4 million and other repossessions, mostly automobiles, of $0.5 million. Repossessed assets and other real estate totaled $6.0 million at December 31, 2003, and consisted of commercial real estate of $3.7 million, residential real estate of $1.9 million and other repossessions, mostly automobiles, of $0.4 million.

The Corporation’s policy and related disclosures for impaired loans is as follows: 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.

Impaired loans were $4.6 million as of December 31, 2004, $5.5 million as of December 31, 2003 and $2.3 million as of December 31, 2002. After analyzing the various components of the customer relationships and evaluating the underlying collateral of impaired loans, it was determined that the total of impaired loans requiring an allocation of the allowance for loan losses was $0.8 million at December 31, 2004, $1.1 million at December 31, 2003 and $1.0 million at December 31, 2002. The allowance for loan losses allocated to impaired loans was as follows: $0.4 million as of December 31, 2004, $0.8 million as of December 31, 2003, and $0.3 million as of December 31, 2002. The process of measuring impaired loans and the allocation of the allowance for loan losses requires judgment and estimation, therefore the eventual outcome may differ from the estimates used on these loans.

PROVISION AND ALLOWANCE

FOR LOAN LOSSES

The provision for loan losses (provision) is the amount added to the allowance for loan losses (allowance) to absorb loan losses (charge-offs) in the loan portfolio. A summary of the activity in the allowance for years 2004 through 2000 is included in Table 4. Management regularly 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 experience, 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 special 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 Corporation’s loan review personnel perform a detailed credit quality review quarterly on large commercial and real estate commercial loans, particularly focusing on loans that have deteriorated below certain levels of credit risk.

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

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13

MANAGEMENT’S DISCUSSION AND ANALYSIS

PROVISION AND ALLOWANCE

FOR LOAN LOSSES (CONTINUED)

the loan portfolio but that have not been specifically identified. The allowance for loan losses is comprised of specific allowances (assessed for loans that have known credit weaknesses), allowances based on assigned risk ratings, general allowances on the remainder of the loan portfolio based primarily on historical loan loss experience, and an unallocated allowance for imprecision in the subjective nature of the specific and general allowance methodology. Factors contributing to the determination of specific allocations include the financial condition of the borrower, changes in the value of pledged collateral and general economic conditions. The Corporation establishes the allowance allocations by the application of projected risk percentages to adversely-graded commercial and real estate commercial loans by grade categories. General allowances are allocated to all other loans by loan category, based on a defined methodology that has been in use without material change for several years. Allocations to loan categories are developed based on historical loss and past due trends, management’s judgment concerning those trends and other relevant factors, including delinquency, default, and loss rates, as well as general economic conditions. Some loans will not be repaid in full. Therefore, an allowance for loan losses is maintained at a level which represents our best estimate of losses incurred.

In determining the allowance and the related provision for loan losses, the Corporation considers four principal elements: (i) specific allocations based upon probable losses identified during the review of adversely-graded commercial and real estate commercial loan portfolios (primarily focusing on impaired loans), (ii) allocations established for adversely-rated commercial and real estate commercial loans, (iii) allocations on all other loans based principally on historical loan loss experience, and (iv) additional allowances based on the imprecision in the allowance methodology.

The first element reflects the Corporation’s estimate of probable losses based upon the systematic review of specific commercial and real estate commercial adversely-graded loans. This review is primarily focused on impaired loans. These estimates are based upon a number of objective factors, such as payment history, financial condition of the borrower, and discounted collateral exposure. The Corporation measures the investment in an impaired loan based on one of three methods: the loan’s observable market price, the fair value of the collateral, or the present value of expected future cash flows discounted at the loan’s effective interest rate.

The second element reflects the application of the Corporation’s loan grading system. This grading system is similar to those employed by state and federal banking regulators. Commercial and real estate commercial loans that are rated below a certain predetermined classification are assigned a loss allocation factor for each loan classification category that is based upon a historical analysis of losses incurred. The lower the grade assigned to a loan or category, the greater the allocation percentage that is applied.

The third element is determined by assigning allocations based principally upon the three-year average of loss experience for each type of loan. Average losses may be further adjusted based on the current delinquency rate and for the projected impact of loans acquired in branch and bank acquisitions. Loss analyses are conducted at least annually.

The fourth element is based on factors that cannot be associated with a specific credit or loan category and reflects an attempt to ensure that the overall allowance for loan losses appropriately reflects a margin for the imprecision necessarily inherent in the estimates of expected credit losses. The unallocated allowance is judgmentally determined and generally serves to compensate for the uncertainty in estimating losses, particularly in times of changing economic conditions, and considers the possibility of improper risk ratings and possible under-allocation of specific reserves. The unallocated allowance also considers the lagging impact of historical charge-off ratios in periods where future charge-offs are expected to increase. In addition, the unallocated allowance considers trends in delinquencies and nonaccrual loans, the changing portfolio mix in terms of collateral, average loan balance, loan growth, the degree of seasoning in the various loan portfolios and loans recently acquired through acquisitions.

The underlying credit quality of the Corporation’s residential real estate and consumer loan portfolios is dependent primarily on each borrower’s ability to continue to make required loan payments and, in the event a borrower is unable to continue to do so, the value of the collateral, if any, securing the loan. A borrower’s ability to pay typically is dependent primarily on employment and other sources of income, which in turn is impacted by general economic conditions, although other factors may also impact a borrower’s ability to pay.

The provision for loan losses was $3.82 million in 2004, $2.83 million in 2003, and $3.77 million in 2002. The Corporation experienced net loan charge-offs of $2.83 million in 2004, $3.35 million in 2003 and $4.09 million in 2002. The Corporation’s allowance was $34.2 million at December 31, 2004 and represented 1.32% of total loans, compared to 1.34% at December 31, 2003

14

MANAGEMENT’S DISCUSSION AND ANALYSIS

and 1.48% at December 31, 2002. During 2003, the Corporation acquired an allowance of $3 million in the Caledonia acquisition.

The Corporation’s provision for loan losses was approximately $1 million higher in 2004 than in 2003. This increase was partially attributable to the increased size of the loan portfolio, as the amount of risk of the loan portfolio increased proportionally with the increase in total loans. Additionally, the Corporation’s net loan charge-offs approximately doubled in the fourth quarter of 2004, compared to the prior three quarters of 2004, and nonaccrual loans increased from both September 30, 2004 and December 31, 2003 levels. The Corporation’s net loan charge-offs were $1.7 million during the first nine months of 2004 (an average of $0.55 million per quarter), compared to $1.2 million for the fourth quarter of 2004. The Corporation’s nonaccrual loans decreased slightly during the first three quarters of 2004, as compared to December 31, 2003, although these loans increased $2.6 million, or 45%, during the fourth quarter of 2004 from $5.8 million at September 30, 2004 to $8.4 million at December 31, 2004. The increased risk from a higher level of nonaccrual loans at December 31, 2004 was partially mitigated by a decrease in loans past due 90 days or more as of this date. Loans 90 days or more past due were $1.7 million as of December 31, 2004, compared to $5.9 million as of September 30, 2004 and $4.7 million as of December 31, 2003.

While the Corporation uses relevant information to recognize losses on loans, additional provisions for related losses may be necessary based on changes in economic conditions, customer circumstances and other credit risk factors.

The allocation of the allowance in Table 7 is based upon ranges of estimates and is not intended to imply either limitations on the usage of the allowance or exactness of the specific amounts. The entire allowance is available to absorb any future loan losses without regard to the categories in which the loan losses are classified. The allocation of the allowance is based on a combination of factors, including historical loss factors, credit-risk grading, past-due experiences, and the trends in these, as well as other factors.

The changes in the allocation of the allowance for loan losses during 2004 were based on the results of the process previously described that analyzes the allowance based on four principal elements. The growth of real estate commercial loans, the assessment of increased risk based on the Corporation’s risk grading system and historical loan loss experience were the primary reasons for the increased allowance allocation in real estate commercial loans during 2004. During 2004, real estate commercial loans increased $69.0 million, or 11.0%. The decrease in the allowance allocation in real estate construction loans was primarily attributable to a $17.4 million, or a 12.6% decrease in these type loans during 2004.

TABLE 7. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES (Dollars in thousands)

	December 31
	2004					2003					2002					2001					2000
			Percent					Percent					Percent					Percent					Percent
			of Loans					of Loans					of Loans					of Loans					of Loans
			in Each					in Each					in Each					in Each					in Each
			Category					Category					Category					Category					Category
	Allowance		to Total			Allowance		to Total			Allowance		to Total			Allowance		to Total			Allowance		to Total
Loan Type	Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans
Commercial	$	8,752		18.1	%	$	8,814		16.4	%	$	9,065		15.8	%	$	9,562		15.2	%	$	9,320		15.6	%
Real estate construction		1,382		4.7			1,874		5.6			1,097		5.2			1,031		6.3			769		4.8
Real estate commercial		11,914		27.0			9,997		25.3			6,167		23.2			5,817		19.9			3,381		16.9
Real estate residential		4,023		29.4			4,006		30.9			3,563		31.2			4,026		35.2			4,882		42.0
Consumer		6,659		20.8			7,799		21.8			7,930		24.6			6,827		23.4			6,196		20.7
Not allocated		1,436					689					2,850					3,731					2,335
Total	$	34,166		100	%	$	33,179		100	%	$	30,672		100	%	$	30,994		100	%	$	26,883		100	%

15

MANAGEMENT’S DISCUSSION AND ANALYSIS

NONINTEREST INCOME

Noninterest income totaled $39.3 million in 2004, $39.1 million in 2003 and $34.5 million in 2002. Noninterest income increased $0.2 million, or 0.6%, in 2004 and $4.6 million, or 13.2%, in 2003 over the prior year. Noninterest income as a percentage of net revenue (net interest income plus noninterest income) was 21.0% in 2004, compared to 21.9% in 2003 and 19.2% in 2002.

The following schedule includes the major components of noninterest income during the past three years.

Noninterest Income (In thousands)

	Years Ended December 31
	2004		2003		2002
Service charges on deposit accounts	$	19,301	$	16,935	$	14,002
Trust services revenue		7,396		6,794		6,405
Other fees for customer services		2,121		2,319		2,561
ATM and network user fees		2,541		1,911		2,199
Investment fees and insurance commissions		1,933		2,375		2,371
Mortgage banking revenue		3,328		6,954		7,513
Investment securities gains (losses)		1,367		1,296		(768	)
Other		1,342		510		251
Total Noninterest Income	$	39,329	$	39,094	$	34,534

Service charges on deposit accounts were $19.3 million in 2004, $16.9 million in 2003, and $14.0 million in 2002. The increases of $2.4 million, or 14.0% in 2004 and $2.9 million, or 20.9% in 2003 were primarily attributable to a higher level of customer activity in areas where fees and service charges are applicable.

Trust services revenue was $7.4 million in 2004, $6.8 million in 2003 and $6.4 million in 2002. Trust services revenue increased $0.6 million, or 8.9%, in 2004. The increase in 2004 was due primarily to an increase in discretionary assets coupled with strong investment returns in the equity markets. Trust services revenue increased $0.4 million, or 6.1% in 2003 as the rebound in the stock market improved the valuation of assets under management, on which the calculation of management fees is based.

Increases in noninterest income in 2004 were largely offset by a decline in mortgage banking revenue (MBR). During 2003, residential mortgage loan interest rates declined to lows not seen in decades, resulting in unprecedented strong mortgage loan refinance activity. The residential mortgage loan refinancing activity slowed considerably in 2004, virtually ending mid-way through the year when residential mortgage loan interest rates stabilized. The Corporation generally sells the majority of its long-term fixed interest rate residential real estate loan originations in the secondary market as a part of its interest rate risk management strategy. During 2004, the Corporation sold $153 million of residential real estate loans in the secondary market, compared to $409 million in 2003. During 2004, generally all fifteen-year term mortgages were sold in the secondary market. Consequently, MBR of $3.33 million in 2004 was $3.62 million or 52% less than MBR of $6.95 million earned in 2003.

During the fourth quarter of 2004, the Corporation realized gains of $0.6 million from the sale of a branch office in Lansing, Michigan that had total deposits of approximately $6 million and the sale of the Corporation’s insurance agency book of business. These two transactions added approximately $0.3 million to net income during 2004.

Noninterest income from all other sources, which includes other fees for customer services, ATM and network user fees, investment fees and insurance commissions, investment securities gains (losses) and other, totaled $9.3 million in 2004, $8.4 million in 2003 and $6.6 million in 2002. The increase of $0.9 million, or 10.6% in 2004 was primarily attributable to an increase in ATM and network user fees, resulting from higher customer use of ATMs and debit cards.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OPERATING EXPENSES

Total operating expenses were $98.5 million in 2004, $91.9 million in 2003 and $93.5 million in 2002.

The following schedule includes the major categories of operating expenses during the past three years.

Operating Expenses (Dollars in thousands)

	Years Ended December 31
	2004			2003			2002
Salaries and wages	$	44,763		$	43,944		$	43,258
Employee benefits		12,788			10,536			10,910
Occupancy		9,165			7,921			7,590
Equipment		8,955			8,045			8,391
Postage and courier		3,123			2,948			2,814
Stationery and supplies		1,082			1,293			1,932
Professional fees		3,502			3,148			3,571
Michigan single business tax		1,645			1,841			2,788
Advertising and marketing		1,659			1,358			1,461
Intangible asset amortization		2,274			1,883			1,953
Telephone		1,797			1,807			1,927
Federal Deposit Insurance Corporation (FDIC) premiums		444			452			496
Other		7,272			6,747			6,435
Total Operating Expenses	$	98,469		$	91,923		$	93,526
Full-time equivalent staff (at December 31)		1,366			1,447			1,412
Efficiency ratio		52.6	%		50.9	%		51.3	%

Operating expenses were $98.5 million in 2004, an increase of $6.5 million, or 7.1% over operating expenses in 2003. The increase in operating expenses was primarily attributable to the Caledonia acquisition. The acquisition was completed on December 1, 2003, and therefore, operating expenses in 2003 included only one month of operating expenses of Caledonia. The Corporation estimated that approximately $4 million, or 62% of the increase in operating expenses in 2004 was attributable to operating expenses of Caledonia. Excluding the estimated expenses of Caledonia, operating expenses were up approximately $2.5 million, or 2.8% in 2004 over 2003.

Total operating expenses as a percentage of total average assets were 2.55% in 2004, compared to 2.57% in 2003 and 2.64% in 2002.

Salaries, wages and employee benefits remain the largest component of operating expenses. These expenses totaled $57.6 million in 2004, $54.5 million in 2003 and $54.2 million in 2002. Salaries and wages increased by $0.8 million, or 1.9% in 2004, resulting primarily from the increase in employees from the Caledonia acquisition and normal salary/wage increases. These increases were partially offset by a reduction in the number of full-time equivalent employees (FTEs) during 2004. The Corporation’s FTE staff declined 81 employees or 5.6% during 2004. The decrease in FTEs was partially attributable to technology expenditures incurred during 2004 and 2003 that improved the efficiency of back-office operations. Personnel expenses as a percentage of total operating expenses were 58.4% in 2004, 59.3% in 2003 and 57.9% in 2002.

Occupancy expense increased $1.2 million, or 15.7%, in 2004. The increase in occupancy expense in 2004 was largely attributable to the Caledonia acquisition and a full year of operating expenses on an office building purchased in 2003. Occupancy expense increased $0.3 million, or 4.4%, in 2003, primarily due to the purchase on July 31, 2003, of an office building one block from the Corporation’s largest subsidiary bank’s main office in downtown Midland, Michigan, for $4.5 million. This purchase was consummated to accommodate future expansion of the Corporation.

Equipment expense increased $0.9 million or 11.3% in 2004, due to higher depreciation and software expenses incurred in 2004. Depreciation expense was $6.2 million, $5.5 million and $5.8 million in 2004, 2003 and 2002, respectively.

Other categories of operating expenses include a wide array of expenses, including postage, supplies, professional fees, Michigan single business tax, advertising and marketing expenses, intangible asset amortization, telephone costs, FDIC premiums and miscellaneous other expenses. These other operating expenses totaled $22.8 million in 2004, $21.5 million in 2003 and $23.4 million in 2002. The increase in these expenses in 2004 was primarily attributable to higher advertising and marketing expense of $0.30 million, higher intangible asset amortization of $0.39 million and higher professional fees of $0.35 million. Higher professional fees in 2004 were partially due to increased costs associated with compliance with Section 404 of the Sarbanes-Oxley Act of 2002. The decrease in the total of all other operating expenses in 2003 was primarily attributable to lower Michigan single business tax expense of $0.95 million, lower office supplies of $0.64 million and lower professional fees of $0.42 million. The decrease in office supplies was primarily due to lower office supply costs associated with a change in proof operations. Professional fees decreased due to lower legal expenses.

The Corporation’s 2004 efficiency ratio, which measures total operating expenses divided by the sum of net interest income (fully taxable equivalent) and noninterest income was 52.6%, compared to 50.9% in 2003 and 51.3% in 2002. The slight increase in 2004 was attributable to increased operating expenses, as both net interest income and noninterest income increased in 2004.

17

MANAGEMENT’S DISCUSSION AND ANALYSIS

INCOME TAXES

The Corporation’s effective federal income tax rate was 33.1% in 2004, 33.8% in 2003 and 33.7% in 2002. Approximately one-half of the decrease in the effective federal income tax rate between 2003 and 2004 was attributable to a reduction in federal income tax provisions previously recorded that are no longer required. The changes in the Corporation’s effective federal income tax rate also reflect the changes each year in the proportion of interest income exempt from federal taxation, nondeductible interest expense and other nondeductible expenses relative to pretax income and tax credits.

Tax-exempt income (FTE), net of related nondeductible interest expense, totaled $4.6 million for 2004, $4.8 million for 2003 and $5.5 million for 2002. Tax-exempt income (FTE) as a percentage of total interest income (FTE) was 2.4% in 2004 and 2.6% in both 2003 and 2002.

Income before income taxes (FTE) was $86.2 million in 2004, $85.8 million in 2003 and $85.1 million in 2002.

LIQUIDITY RISK

The Corporation manages its liquidity to ensure that it has the ability to meet the cash withdrawal needs of its depositors, provide funds for borrowers and at the same time ensure that the Corporation’s own cash requirements are met. The Corporation accomplishes these goals through the management of liquidity at two levels – the parent company and the bank subsidiaries.

During the three-year period ended December 31, 2004, the parent company’s primary source of funds was subsidiary dividends. The parent company manages its liquidity position to provide the cash necessary to pay dividends to shareholders, invest in subsidiaries, enter new banking markets, pursue investment opportunities and satisfy other operating requirements.

Federal and state banking laws place certain restrictions on the amount of dividends that a bank may pay to its parent company. Such restrictions have not had, and are not expected to have, any material effect on the Corporation’s ability to meet its cash obligations or impede its ability to manage its liquidity needs. As of January 1, 2005, the Corporation’s bank subsidiaries could pay dividends totaling $87.1 million to the parent company and remain “well capitalized” under the regulatory “risk-based” capital guidelines, without obtaining regulatory approval. In addition to the funds available from subsidiaries, the parent company had $20.8 million in cash and cash equivalents at December 31, 2004.

The subsidiary banks manage liquidity to ensure adequate funds are available to meet the cash flow needs of depositors and borrowers. The subsidiary banks’ most readily available sources of liquidity are federal funds sold, interest-bearing deposits with unaffiliated banks, investment securities classified as available for sale and investment securities classified as held to maturity maturing within one year. These sources of liquidity are supplemented by new deposits and by loan payments received from customers. At December 31, 2004, the Corporation had $34.5 million in federal funds sold, $5.9 million of interest-bearing deposits with unaffiliated banks, $716.8 million in investment securities available for sale and $69.7 million in other investment securities maturing within one year. These short-term assets totaled $826.9 million and represented 28.9% of total deposits at December 31, 2004.

The Corporation’s investment securities portfolio has historically been composed primarily of U.S. Treasury and agency securities, comprising 55%, 68% and 70% of the investment portfolio at December 31, 2004, 2003 and 2002, respectively. The decrease in the percentage of U.S. Treasury and agency securities held in the investment securities portfolio was attributable to the proceeds of a $150 million borrowing transaction that occurred in the first quarter of 2004 being invested in mortgage-backed investment securities, split evenly between five-year and seven-year balloon maturities. The Corporation’s investment securities portfolio historically has been short-term in nature. The acquisition of $150 million in mortgage-backed securities, described above, moderately increased the average length of the investment securities portfolio in 2004. The average life of the investment securities portfolio, which expresses the average number of years that each principal dollar will be outstanding, was 2.8 years as of December 31, 2004, compared to 2.0 years as of December 31, 2003. At December 31, 2004, $249.5 million, or 27.9% of the Corporation’s investment securities portfolio will mature during 2005, and another $128.9 million or 14.4% of the investment securities portfolio will mature during 2006. The combination of the 2005 and 2006 scheduled maturities results in 42.4% of the Corporation’s investment securities portfolio maturing within two years as of December 31, 2004. Information about the Corporation’s investment securities portfolio is summarized in Tables 8, 9 and 10.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

LIQUIDITY RISK

TABLE 8. MATURITIES AND YIELDS* OF INVESTMENT SECURITIES AT DECEMBER 31, 2004 (Dollars in thousands)

		Maturity**
							After One					After Five										Total					Total
		Within					but Within					but Within					After					Carrying					Market
		One Year					Five Years					Ten Years					Ten Years					Value					Value
		Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Available for Sale:
U.S. Treasury and agencies		$	144,834		4.52	%	$	200,067		3.27	%	$	3,446		4.17	%	$	672		5.47	%	$	349,019		3.49	%	$	349,019
States and political subdivisions			2,901		5.58			3,327		5.62			6,435		5.41			870		5.62			13,533		5.47			13,533
Mortgage-backed securities			–		–			96,223		3.59			111,416		4.08			74,798		4.71			282,437		4.43			282,437
Collateralized mortgage obligations			–		–			373		3.58			–		–			1,086		5.79			1,459		5.67			1,459
Corporate bonds			32,017		4.73			16,729		3.01			–		–			–		–			48,746		3.50			48,746
Equity securities			–		–			–		–			–		–			21,563		4.01			21,563		4.01			21,563
Total Investment Securities
	Available for Sale		179,752		4.57			316,719		3.41			121,297		4.16			98,989		4.72			716,757		4.29			716,757
Held to Maturity:
U.S. Treasury and agencies			63,364		3.35			78,258		3.36			–		–			–		–			141,622		3.36			141,641
States and political subdivisions			6,099		5.49			13,919		6.90			7,499		7.12			3,704		7.05			31,221		7.00			32,164
Mortgage-backed securities			3		6.65			135		8.09			162		8.66			1,119		7.33			1,419		7.41			1,527
Other debt securities			250		2.69			–		–			–		–			2,005		5.00			2,255		4.94			2,255
Total Investment Securities
	Held to Maturity		69,716		3.66			92,312		4.04			7,661		7.15			6,828		7.08			176,517		5.10			177,587
Total Investment Securities		$	249,468		4.38	%	$	409,031		3.52	%	$	128,958		4.34	%	$	105,817		4.80	%	$	893,274		4.36	%	$	894,344

*	Yields are weighted by amount and time to contractual maturity, are on a taxable equivalent basis using a 35% federal income tax rate and are based on amortized cost.
**	Based on final contractual maturity. Mortgage-backed securities and collateralized mortgage obligations are based on scheduled principal maturity. Equity securities have no stated maturity.

TABLE 9. SUMMARY OF INVESTMENT SECURITIES (In thousands)

	December 31
	2004		2003		2002
Available for Sale:
U.S. Treasury and agencies	$	349,019	$	474,279	$	590,183
States and political subdivisions		13,533		19,022		19,478
Mortgage-backed securities		282,437		126,766		128,884
Collateralized mortgage obligations		1,459		1,995		13,658
Corporate bonds		48,746		82,865		86,328
Equity securities		21,563		23,572		20,213
Total Available for Sale		716,757		728,499		858,744
Held to Maturity:
U.S. Treasury and agencies		141,622		153,585		204,422
States and political subdivisions		31,221		34,233		41,009
Mortgage-backed securities		1,419		2,619		5,682
Other debt securities		2,255		2,926		18,125
Total Held to Maturity		176,517		193,363		269,238
Total Investment Securities	$	893,274	$	921,862	$	1,127,982

TABLE 10. MATURITY ANALYSIS OF INVESTMENT SECURITIES (as a % of total portfolio)

	December 31
		2004		2003		2002
Maturity:
Under 1 year		27.9	%	29.5	%	18.4	%
1-5 years		45.8		61.7		69.3
5-10 years		14.4		4.0		5.0
Over 10 years		11.9		4.8		7.3
Total		100	%	100	%	100	%

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19

MANAGEMENT’S DISCUSSION AND ANALYSIS

LIQUIDITY RISK (CONTINUED)

Table 11 presents the maturity distribution of time deposits of $100,000 or more at the end of each of the last three years. Time deposits of $100,000 or more and the percentage of these deposits to total deposits have remained relatively stable during the past three years. These deposits increased during 2004 to $218.2 million at December 31, 2004 from $169.7 million at December 31, 2003 due to an increase in short-term interest rates during the latter part of 2004. During 2003, the modest spread between money market accounts and short-term time deposits prompted some large balance customers to maintain their funds in accounts with no defined maturities. Time deposits of $100,000 or more represented 7.6%, 5.7% and 7.3% of total deposits at December 31, 2004, 2003 and 2002, respectively.

TABLE 11. MATURITY DISTRIBUTION OF TIME DEPOSITS OF $100,000 OR MORE (Dollars in thousands)

						December 31
	2004					2003					2002
	Amount		Percent			Amount		Percent			Amount		Percent
Maturity:
Within 3 months	$	99,896		46	%	$	59,292		35	%	$	80,810		39	%
After 3 but within 6 months		26,010		12			22,233		13			28,123		14
After 6 but within 12 months		33,656		15			31,070		18			54,953		26
After 12 months		58,670		27			57,112		34			44,435		21
Total	$	218,232		100	%	$	169,707		100	%	$	208,321		100	%

BORROWED FUNDS

Other borrowings–short term are comprised primarily of securities sold under agreements to repurchase. These are amounts advanced by customers that are secured by investment securities owned by the Corporation’s subsidiary banks, as they are not covered by FDIC insurance. These advances are highly interest rate sensitive. Total other borrowings–short term were $101.8 million as of December 31, 2004, compared to $91.5 million as of December 31, 2003.

Long-term debt, comprised of FHLB advances, were $285.0 million as of December 31, 2004, compared to $155.4 million as of December 31, 2003. During January 2004 the Corporation borrowed $150 million from the FHLB in fixed interest rate advances with maturities ranging from November 2004 through May 2006. The weighted average life of the $150 million borrowing was 1.6 years and the weighted average interest cost was 1.85%. The advance that matured in November 2004, in the amount of $10 million, was repaid and the Corporation replaced it with a new borrowing of $10 million with a maturity of 24 months. The Corporation invested the proceeds from the $150 million FHLB borrowing transaction equally in five- and seven-year balloon type mortgage-backed securities that had a projected average yield of 3.40%, a projected weighted average life of 3.03 years, and a projected duration of 2.75 years, at the date of the transaction. A summary of FHLB advances outstanding as of December 31, 2004 and 2003, appears in Note J to the consolidated financial statements.

20

MANAGEMENT’S DISCUSSION AND ANALYSIS

FINANCIAL OBLIGATIONS

The Corporation has various financial obligations, including contractual obligations, that may require future cash payments. Table 12 summarizes the Corporation’s obligations and estimated future payments at December 31, 2004. These payments do not include interest. Refer to Notes F, I, J and P to the consolidated financial statements for a further discussion of these obligations.

The Corporation also has other commitments that may impact liquidity. Table 13 summarizes the Corporation’s commitments and expected expiration dates by period at December 31, 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.

TABLE 12. FINANCIAL OBLIGATIONS (In thousands)

	December 31, 2004
	Minimum Payments Due by Period
	Less than						More than
	1 year		1-3 years		3-5 years		5 years		Total
Deposits with no stated maturity	$	2,000,722		–		–		–	$	2,000,722
Time deposits		543,467	$	246,289	$	60,540	$	12,455		862,751
Other borrowings – short term		101,834		–		–		–		101,834
Federal Home Loan Bank borrowings		123,232		88,715		30,049		43,000		284,996
Low income housing project		78		545		471		347		1,441
Operating leases and non-cancelable contracts		2,204		3,671		998		443		7,316
Total financial obligations	$	2,771,537	$	339,220	$	92,058	$	56,245	$	3,259,060

TABLE 13. COMMITMENTS (In thousands)

	December 31, 2004
	Expected Expiration Dates by Period
	Less than						More than
	1 year		1-3 years		3-5 years		5 years		Total
Unused commitments to extend credit	$	178,988	$	18,359	$	60,927	$	22,384	$	280,658
Undisbursed loans		67,609		–		–		–		67,609
Standby letters of credit		15,904		6,043		3,361		1,133		26,441
Total commitments	$	262,501	$	24,402	$	64,288	$	23,517	$	374,708

21

MANAGEMENT’S DISCUSSION AND ANALYSIS

MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due primarily to changes in interest rates. Interest rate risk is the Corporation’s primary market risk and results from timing differences in the repricing of assets and liabilities and changes in relationships between rate indices. Interest rate risk is the exposure to adverse changes in net interest income due to changes in interest rates. Consistency of the Corporation’s net interest income is largely dependent upon the effective management of interest rate risk. Interest rate risk arises in the normal course of the Corporation’s business due to differences in the repricing and maturity characteristics of interest rate sensitive assets and liabilities. Sensitivity of earnings to interest rate changes arises when yields on assets change differently from the interest costs on liabilities. Interest rate sensitivity is determined by the amount of interest-earning assets and interest-bearing liabilities repricing within a specific time period and the magnitude by which interest rates change on the various types of interest-earning assets and interest-bearing liabilities. The management of interest rate sensitivity includes monitoring the maturities and repricing opportunities of interest-earning assets and interest-bearing liabilities. Interest rate sensitivity management aims at achieving reasonable stability in both net interest income and the net interest margin through periods of changing interest rates. The Corporation’s goal is to avoid a significant decrease in net interest income and thus an adverse impact on the profitability of the Corporation in periods of changing interest rates. It is necessary to analyze projections of net interest income based upon the repricing characteristics of the Corporation’s interest-earning assets and interest-bearing liabilities and the varying magnitude by which interest rates may change on loans, investment securities, interest-bearing deposit accounts and borrowings. The Corporation’s interest rate sensitivity is managed through policies and risk limits approved by the boards of directors of the Corporation and its subsidiary banks, and an Asset and Liability Committee (ALCO). The ALCO, which is comprised of executive management from various areas of the Corporation, including finance, lending, investments and deposit gathering, meets regularly to execute asset and liability management strategies. The ALCO establishes guidelines and monitors the sensitivity of earnings to changes in interest rates. The goal of the ALCO process is to maximize net interest income and the net present value of future cash flows within authorized risk limits.

The Corporation has not used interest rate swaps or other derivative financial instruments in the management of interest rate risk, other than best efforts forward commitments utilized to offset the interest rate risk of interest rate lock commitments provided to customers on unfunded residential mortgage loans intended to be sold in the secondary market. In the normal course of the mortgage loan selling process, the Corporation enters into a best effort forward loan delivery commitment with an investor. The Corporation’s exposure to market risk on these best effort forward loan delivery commitments is not significant.

The primary technique utilized by the Corporation to measure its interest rate risk is simulation analysis. Simulation analysis forecasts the effects on the balance sheet structure and net interest income under a variety of scenarios that incorporate changes in interest rates, changes in the shape of the Treasury yield curve, changes in interest rate relationships, changes in asset and liability mix and loan prepayments.

These forecasts are compared against net interest income projected in a stable interest rate environment. While many assets and liabilities reprice either at maturity or in accordance with their contractual terms, several balance sheet components demonstrate characteristics that require an evaluation to more accurately reflect their repricing behavior. Key assumptions in the simulation analysis include prepayments on loans, probable calls of investment securities, changes in market conditions, loan volumes and loan pricing, deposit sensitivity, and customer preferences. These assumptions are inherently uncertain as they are subject to fluctuation and revision in a dynamic environment. As a result, the simulation analysis cannot precisely forecast the impact of rising and falling interest rates on net interest income. Actual results will differ from simulated results due to many factors such as changes in balance sheet components, interest rate changes, changes in market conditions and management strategies.

Management performed various simulation analyses throughout 2004. The Corporation’s interest rate sensitivity is estimated by first forecasting the next twelve months of net interest income under an assumed environment of constant market interest rates. The Corporation then compares various simulation analysis results to the constant interest rate forecast. As of December 31, 2004 and 2003, the Corporation projected the change in net interest income during the next twelve months assuming short-term market interest rates were to uniformly and gradually increase or decrease by up to 200 basis points over the same time period. These projections were based on the Corporation’s assets and liabilities remaining static over the next twelve months, while factoring in probable calls of U.S. agency securities, and prepayments of mortgage-backed securities, residential mortgage loans and certain consumer loans. Mortgage-backed securities and mortgage loan prepayment assumptions were developed from industry averages of prepayment speeds, adjusted for the historical prepayment

22

MANAGEMENT’S DISCUSSION AND ANALYSIS

performance of the Corporation’s own loans. The Corporation’s forecasted net interest income sensitivity is monitored by the ALCO within established limits as defined in the interest rate risk policy. The Corporation’s policy limits the adverse change of a 200 basis point increase or decrease in short-term interest rates over the succeeding twelve months to no more than seven percent of management’s most likely net interest income forecast. Throughout 2004, the forecasted interest rate risk exposure was within the Corporation’s established policy limits.

Summary information about the interest rate risk measures, as described above, at December 31, 2004 and December 31, 2003 is presented below:

Year-End 2004 Twelve Month Projection

Interest Rate Change Projection (in basis points)	-200	-100	0	+100	+200
Percent change in net interest income vs constant rates	(2.6)%	(0.8)%	–	0.6%	0.9%

Year-End 2003 Twelve Month Projection

Interest Rate Change Projection (in basis points)	-200	-100	0	+100	+200
Percent change in net interest income vs constant rates	(0.8)%	0.4%	–	0.1%	0.1%

At the end of 2004, the interest rate risk position was slightly asset sensitive, meaning net income should increase as rates rise and decrease as rates fall, other things being equal.

CAPITAL

Capital provides the foundation for future growth and expansion. Total shareholders’ equity was $484.8 million at December 31, 2004, an increase of $26.8 million, or 5.8%, from total shareholders’ equity at December 31, 2003. The increase in 2004 was derived primarily from earnings retention of $31.3 million. This amount was partially offset by a decrease in the unrealized gain on securities available for sale, net of taxes, of $10.0 million.

The ratio of shareholders’ equity to total assets was 12.9% at December 31, 2004, compared to 12.4% at December 31, 2003 and 12.1% at December 31, 2002. The Corporation’s tangible equity to assets ratio was 11.1%, 10.5% and 11.0% at December 31, 2004, 2003 and 2002, respectively. The slight decrease in the tangible equity to assets ratio during 2003 was due to $37.5 million of goodwill and other intangible assets recorded related to the acquisition of Caledonia.

Under the regulatory “risk-based” capital guidelines in effect for both banks and bank holding companies, minimum capital levels are based upon perceived risk in the Corporation’s various asset categories. These guidelines assign risk weights to on- and off-balance sheet items in arriving at total risk-adjusted assets. Regulatory capital is divided by the computed total of risk-adjusted assets to arrive at the risk-based capital ratios.

The Corporation’s capital ratios exceeded the minimum levels prescribed by the Federal Reserve Board at December 31, 2004, as shown in the following table.

	December 31, 2004
				Risk-Based
				Capital Ratios
	Leverage
	Ratio			Tier 1			Total
Chemical Financial Corporation’s capital ratios		11.0	%		16.2	%		17.5	%
Regulatory capital ratios- “well capitalized” definition		5			6			10
Regulatory capital ratios-minimum requirements		3			4			8

The Corporation’s Tier 1 and Total regulatory capital ratios are significantly above the regulatory minimum and “well capitalized” levels due to the Corporation holding $151 million of investment securities and other assets that are assigned a 0% risk rating, $828 million of investment securities and other assets that are assigned a 20% risk rating, and $911 million of loans secured by first liens on residential real estate properties and other assets that are assigned a 50% risk rating. These three categories of assets represented 50% of the Corporation’s total assets at December 31, 2004.

At December 31, 2004, all of the Corporation’s bank subsidiaries exceeded the minimum capital ratios required of a “well-capitalized” institution, as defined by the Federal Deposit Insurance Corporation Improvement Act of 1991.

OUTLOOK

The Corporation’s philosophy is that it intends to be a “family” of community banks which operate under the direction of a corporate board of directors, three regional bank boards of directors, a holding company management team, and a number of community bank advisory boards of directors. The Corporation is committed to the community banking philosophy. The Corporation remains committed to the communities it serves. Community bank advisory boards of directors have been established in the communities where the legal bank charter was merged into a regional subsidiary bank or area considered significant by the Corporation. The purpose of these internal consolidations was to provide the Corporation with operating efficiencies.

continued on next page

23

MANAGEMENT’S DISCUSSION AND ANALYSIS

OUTLOOK (CONTINUED)

The Corporation strives to remain a quality sales and service organization and is dedicated to sustained profitability through the preservation of the community banking concept in an ever-changing and increasingly competitive environment.

The Corporation believes it has designed its policies regarding asset/liability management, liquidity, lending, investment strategy and expense control to provide for the safety and soundness of the organization, continued earnings growth and the avoidance of wide fluctuations in earnings from one year to the next. This strategy resulted in an increase in net income per share of 0.9% over the prior year and a return on assets of 1.47% during 2004.

OTHER MATTERS

Forward Looking Statements

This discussion and analysis of financial condition and results of operations, and other sections of this Annual Report, contain 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,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, certain statements under the subheadings “Liquidity Risk” and “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 statements. 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.

Important Notice Regarding Delivery of Shareholder Documents

As permitted by SEC rules, only one copy of Chemical’s Proxy Statement and the 2004 Annual Report to Shareholders is being delivered to multiple shareholders sharing the same address unless Chemical has received contrary instructions from one or more of the shareholders who share the same address. Chemical will deliver on a one-time basis, promptly upon written or verbal request from a shareholder at a shared address, a separate copy of Chemical’s Proxy Statement and the 2004 Annual Report to Shareholders. Requests should be made to Chemical Financial Corporation, Attn: Lori A. Gwizdala, Chief Financial Officer, 333 E. Main Street, Midland, Michigan 48640, telephone (989) 839-5350. Shareholders sharing an address who are currently receiving multiple copies of the Proxy Statement and Annual Report to Shareholders may instruct Chemical to deliver a single copy of such documents on an ongoing basis. Such instructions must be in writing, must be signed by each shareholder who is currently receiving a separate copy of the documents, must be addressed to Chemical Financial Corporation, Attn: Lori A. Gwizdala, Chief Financial Officer, 333 E. Main Street, Midland, Michigan 48640, telephone (989) 839-5350, and will continue in effect unless and until Chemical receives contrary instructions as provided below. Any shareholder sharing an address may request to receive and instruct Chemical to send separate copies of the Proxy Statement and Annual Report to Shareholders on an ongoing basis by written or verbal request to Chemical Financial Corporation, Attn: Lori A. Gwizdala, Chief Financial Officer, 333 E. Main Street, Midland, Michigan 48640, telephone (989) 839-5350. Chemical will begin sending separate copies of such documents within thirty days of receipt of such instructions.

24

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME

			Years Ended December 31
			2004		2003		2002
			(In thousands, except per share data)
INTEREST INCOME
Interest and fees on loans			$	152,534	$	144,835	$	155,803
Interest on investment securities:
	Taxable			33,124		36,700		49,554
	Tax-exempt			2,104		2,518		2,911
	Total interest on securities			35,228		39,218		52,465
Interest on federal funds sold				1,077		749		2,000
Interest on deposits with unaffiliated banks				411		235		776
		TOTAL INTEREST INCOME		189,250		185,037		211,044
INTEREST EXPENSE
Interest on deposits				30,741		36,345		55,536
Interest on Federal Home Loan Bank borrowings				10,293		8,381		8,848
Interest on other borrowings — short term				582		539		968
	TOTAL INTEREST EXPENSE			41,616		45,265		65,352
	NET INTEREST INCOME			147,634		139,772		145,692
Provision for loan losses				3,819		2,834		3,765
	NET INTEREST INCOME after provision for loan losses			143,815		136,938		141,927
NONINTEREST INCOME
Service charges on deposit accounts				19,301		16,935		14,002
Trust services revenue				7,396		6,794		6,405
Other charges and fees for customer services				6,595		6,605		7,131
Mortgage banking revenue				3,328		6,954		7,513
Investment securities gains (losses)				1,367		1,296		(768)
Other				1,342		510		251
	TOTAL NONINTEREST INCOME			39,329		39,094		34,534
OPERATING EXPENSES
Salaries, wages and employee benefits				57,551		54,480		54,168
Occupancy				9,165		7,921		7,590
Equipment				8,955		8,045		8,391
Other				22,798		21,477		23,377
	TOTAL OPERATING EXPENSES			98,469		91,923		93,526
	INCOME BEFORE INCOME TAXES			84,675		84,109		82,935
Federal income taxes				27,993		28,393		27,990
	NET INCOME		$	56,682	$	55,716	$	54,945
NET INCOME PER SHARE
	Basic		$	2.26	$	2.24	$	2.21
	Diluted			2.25		2.23		2.20
CASH DIVIDENDS PER SHARE				1.01		.95		.87

See notes to consolidated financial statements.

25

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (In thousands)

			December 31
			2004		2003
ASSETS
Cash and demand deposits due from banks			$	106,565	$	131,184
Federal funds sold				34,500		25,900
Interest-bearing deposits with unaffiliated banks				5,869		5,107
Investment securities:
	Available for sale (at estimated market value)			716,757		728,499
	Held to maturity (estimated market value – $177,587 in 2004 and $197,983 in 2003)			176,517		193,363
		Total investment securities		893,274		921,862
Loans				2,585,585		2,481,275
Less: Allowance for loan losses				34,166		33,179
		Net loans		2,551,419		2,448,096
Premises and equipment				47,577		49,616
Intangible assets				74,421		76,846
Accrued income and other assets				50,500		50,277
		TOTAL ASSETS	$	3,764,125	$	3,708,888
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
	Noninterest-bearing		$	555,287	$	532,752
	Interest-bearing			2,308,186		2,434,484
		Total deposits		2,863,473		2,967,236
Other borrowings – short term				101,834		91,524
Interest payable and other liabilities				28,986		36,706
Federal Home Loan Bank borrowings				284,996		155,373
		Total liabilities		3,279,289		3,250,839
Shareholders’ equity:
	Common stock, $1 par value
		Authorized – 30,000 shares
		Issued and outstanding – 25,169 shares at December 31, 2004 and 23,801 shares at December 31, 2003		25,169		23,801
	Surplus			378,694		328,774
	Retained earnings			80,266		94,746
	Accumulated other comprehensive income			707		10,728
		Total shareholders’ equity		484,836		458,049
		TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,764,125	$	3,708,888

See notes to consolidated financial statements.

26

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Years Ended December 31
			2004			2003			2002
			(In thousands)
OPERATING ACTIVITIES
Net income			$	56,682		$	55,716		$	54,945
Adjustments to reconcile net income to net cash provided by operating activities:
		Provision for loan losses		3,819			2,834			3,765
		Gains on sales of loans		(2,125	)		(6,426	)		(7,442	)
		Proceeds from sales of loans		158,453			413,212			506,850
		Loans originated for sale		(153,458	)		(380,325	)		(483,384	)
		Investment securities (gains) losses		(1,367	)		(1,296	)		768
		Net loss on sale of other real estate		363			112			60
		Gain on sale of branch office and insurance book of businesses		(553	)		–			–
		Depreciation of fixed assets		6,215			5,461			5,837
		Amortization of intangible assets		3,810			3,779			4,029
		Net amortization of investment securities		9,449			12,225			6,350
		Mortgage servicing rights impairment provision (recovery)		(793	)		—			613
		Deferred income tax provision		1,115			3,292			1,363
		Net (increase) decrease in accrued income and other assets		4,674			(9,833	)		(6,124	)
		Net increase (decrease) in interest payable and other liabilities		(5,044	)		2,561			6,584
	NET CASH PROVIDED BY OPERATING ACTIVITIES			81,240			101,312			94,214
INVESTING ACTIVITIES
Bank acquisitions, net of cash assumed				–			(46,583	)		–
Net cash outflow from sale of branch office				(5,738	)
Securities available for sale:
	Proceeds from maturities, calls and principal reductions			247,081			284,859			271,826
	Proceeds from sales			101,967			122,673			3,274
	Purchases			(359,687	)		(282,518	)		(396,666	)
Securities held to maturity:
	Proceeds from maturities, calls and principal reductions			94,133			181,113			123,656
	Purchases			(79,022	)		(108,834	)		(191,025	)
Net (increase) decrease in loans				(117,998	)		(250,934	)		80,311
Proceeds from sales and pay-offs of other real estate and repossessed assets				6,498			3,302			1,607
Purchases of premises and equipment, net				(4,189	)		(9,881	)		(5,510	)
	NET CASH USED IN INVESTING ACTIVITIES			(116,955	)		(106,803	)		(112,527	)
FINANCING ACTIVITIES
Net increase (decrease) in demand deposits, NOW accounts and savings accounts				(48,614	)		98,241			139,249
Net decrease in time deposits				(49,085	)		(149,449	)		(81,501	)
Net increase (decrease) in other borrowings – short term				10,403			(23,288	)		(14,372	)
Increase in Federal Home Loan Bank (FHLB) borrowings				160,000			–			–
Repayment of FHLB borrowings				(30,377	)		(9,020	)		(10,500	)
Cash dividends paid				(25,379	)		(23,691	)		(21,648	)
Proceeds from directors’ stock purchase plan				219			182			191
Proceeds from exercise of stock options				3,291			5,071			512
Repurchases of common stock				–			(1,511	)		(408	)
	NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			20,458			(103,465	)		11,523
	DECREASE IN CASH AND CASH EQUIVALENTS			(15,257	)		(108,956	)		(6,790	)
	Cash and cash equivalents at beginning of year			162,191			271,147			277,937
	CASH AND CASH EQUIVALENTS AT END OF YEAR		$	146,934		$	162,191		$	271,147
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid on deposits, FHLB borrowings and other borrowings – short term			$	41,566		$	46,128		$	66,394
Federal income taxes paid				27,540			23,870			27,925
Loans transferred to other real estate and repossessed assets				7,986			4,620			4,885

See notes to consolidated financial statements.

27

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

		Years Ended December 31, 2004, 2003 and 2002
											Accumulated
											Other
		Common						Retained			Comprehensive
(In thousands, except per share data)		Stock			Surplus			Earnings			Income (Loss)			Total
BALANCES AT JANUARY 1, 2002			$22,514			$290,656			$64,792		$	11,494			$389,456
Stock dividend – 5%			1,128			34,240			(35,368	)
Comprehensive income:
	Net income for 2002								54,945
	Net unrealized gains on securities available for sale, net of tax expense of $3,657											6,792
	Reclassification adjustment for realized net losses included in net income, net of tax benefit of $269											499
Comprehensive income															62,236
Cash dividends paid of $.87 per share									(21,648	)					(21,648	)
Shares issued – stock options			50			462									512
Shares issued – directors’ stock purchase plan			7			184									191
Repurchase of shares			(15	)		(393	)								(408	)
BALANCES AT DECEMBER 31, 2002			23,684			325,149			62,721			18,785			430,339
Comprehensive income:
	Net income for 2003								55,716
	Net unrealized losses on securities available for sale, net of tax benefit of $3,884											(7,215	)
	Reclassification adjustment for realized net gains included in net income, net of tax expense of $454											(842	)
Comprehensive income															47,659
Cash dividends paid of $.95 per share									(23,691	)					(23,691	)
Shares issued – stock options			162			4,909									5,071
Shares issued – directors’ stock purchase plan			7			175									182
Repurchase of shares			(52	)		(1,459	)								(1,511	)
BALANCES AT DECEMBER 31, 2003			23,801			328,774			94,746			10,728			458,049
Stock dividend – 5%			1,199			44,584			(45,783	)
Comprehensive income:
	Net income for 2004								56,682
	Net unrealized losses on securities available for sale, net of tax benefit of $4,918											(9,132	)
	Reclassification adjustment for realized net gains included in net income, net of tax expense of $478											(889	)
Comprehensive income															46,661
Cash dividends paid of $1.01 per share									(25,379	)					(25,379	)
Shares issued – stock options			162			5,124									5,286
Shares issued – directors’ stock purchase plan			7			212									219
BALANCES AT DECEMBER 31, 2004		$	25,169		$	378,694		$	80,266		$	707		$	484,836

See notes to consolidated financial statements.

28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

The accounting and reporting policies of Chemical Financial Corporation (the “Corporation”) and its subsidiaries conform to United States generally accepted accounting principles and prevailing practices within the banking industry. Management makes estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Actual results could differ from these estimates. Significant accounting policies of the Corporation and its subsidiaries are described below:

Basis of Presentation and Principles of Consolidation:

The consolidated financial statements of the Corporation include the accounts of the parent company and its subsidiaries, all of which are wholly-owned. Subsidiaries include Chemical Bank and Trust Company, Chemical Bank Shoreline, Chemical Bank West, CFC Financial Services, Inc. and CFC Title Services, Inc. All significant income and expenses are recorded on the accrual basis. Intercompany accounts and transactions have been eliminated in preparing the consolidated financial statements.

Cash and Cash Equivalents:

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from unaffiliated banks and federal funds sold. Generally, federal funds are sold for one-day periods.

Investment Securities Available for Sale:

Investment securities available for sale include those securities that might be sold as part of the Corporation’s management of interest rate and prepayment risk in response to changes in interest rates or in response to a desire to increase liquidity.

Investment securities available for sale are stated at estimated market value, with the aggregate unrealized gains and losses, net of income taxes, classified as a component of accumulated other comprehensive income. Realized gains and losses from the sale of investment securities available for sale are determined using the specific identification method and are classified as noninterest income in the consolidated statements of income. Unrealized losses on investment securities available for sale are recognized in earnings if the Corporation does not have the ability or intent to hold the security until market recovery or if full collection of the amounts due according to the contractual terms of the security is not expected.

Premiums and discounts on investment securities available for sale, as well as on investment securities held to maturity, are amortized over the estimated lives of the related investment securities.

Investment Securities Held to Maturity:

Designation as an investment security held to maturity is made at the time of acquisition and is based on the Corporation’s intent and ability to hold the security to maturity. Investment securities held to maturity are stated at cost, adjusted for the amortization of premium and accretion of discount to maturity.

Loans:

Loans are stated at their principal amount outstanding. Loan origination and commitment points are deferred. The amount deferred is reported as part of loans and is recognized as interest income over the term of the loan as a yield adjustment.

Loan performance is reviewed regularly by loan review personnel, loan officers and senior management. Loan interest income is recognized on the accrual basis. The past-due status of a loan is based on the loan’s contractual terms. A loan is placed in the nonaccrual category when principal or interest is past due 90 days or more, unless the loan is both well secured and in the process of collection, or earlier when, in the opinion of management, there is sufficient reason to doubt the collectibility of future principal or interest. Interest previously accrued, but not collected, is reversed and charged against interest income at the time the loan is placed in nonaccrual status. The subsequent recognition of interest income on a nonaccrual loan is then recognized only to the extent cash is received and where future collection of principal is probable. Loans are returned to accrual status when principal and interest payments are brought current and collectibility is no longer in doubt. Interest income on restructured loans is recognized according to the terms of the restructure, subject to the above described nonaccrual policy.

Nonperforming loans are comprised of those loans accounted for on a nonaccrual basis, accruing loans contractually past due 90 days or more as to interest or principal payments, and other loans for which the terms have been restructured to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower.

All nonaccrual commercial and real estate commercial loans are considered impaired loans by the Corporation. A loan is defined to be impaired when it is probable that payment of principal and interest will not be made in accordance with the contractual terms of the loan agreement. Impaired loans are carried at the present value of expected cash flows discounted at the loan’s effective interest rate or at the fair value of the collateral, if the loan is collateral dependent. A portion of the allowance for loan losses may be allocated to

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29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

impaired loans. All nonaccrual commercial loans and real estate commercial loans are evaluated individually to determine whether or not an impairment allowance is required.

Allowance for Loan Losses:

The allowance for loan losses (allowance) is maintained at a level that, in management’s judgment, is considered to be adequate to provide for loan losses inherent in the loan portfolio. The Corporation maintains formal policies and procedures to monitor and control credit risk. Management’s evaluation of the adequacy of the allowance is based on a continuing review of the loan portfolio, actual loan loss experience, risk characteristics of the loan portfolio, the level and composition of nonperforming loans, the financial condition of the borrowers, balance of the loan portfolio, loan growth, economic conditions, employment levels of the Corporation’s local markets, and special factors affecting specific business sectors.

In determining the allowance and the related provision for loan losses, the Corporation considers four principal elements: (i) specific allocations based upon probable losses identified during the review of the loan portfolio, (ii) allocations established for adversely-rated commercial and real estate commercial loans, (iii) allocations for all other loans, based principally on historical loan loss experience, and (iv) additional allowances to provide for imprecision in the subjective nature of the specific and general methodology. This analysis considers subjective factors, including local and general economic business factors and trends, changes in the size and/or the general terms of the loan portfolios, changes in loss experience trends, changes in the amount and portfolio percentage of adversely-rated commercial and real estate commercial loans, and changes in the amount and portfolio percentage of past-due loans. Although the Corporation periodically allocates portions of the allowance to specific loans and loan portfolios, the entire allowance is available for any losses that occur. Collection efforts may continue and recoveries may occur after a loan is charged against the allowance.

While the Corporation uses relevant information to recognize losses on loans, additional provisions for related losses may be necessary based on changes in economic conditions, customer circumstances and other credit risk factors.

This evaluation involves a high degree of uncertainty. Loans that are considered uncollectible are charged off and deducted from the allowance. The provision for loan losses and recoveries on loans previously charged off are added to the allowance. The allowance for loan losses is presented as a reserve against loans, while the allowance for losses on lending-related commitments is presented in other liabilities on the balance sheet.

Mortgage Banking Operations:

The origination of mortgage loans is an integral component of the business of the Corporation. The Corporation generally sells its originations of long-term fixed interest rate residential mortgage loans in the secondary market. Gains and losses on the sales of loans are determined using the specific identification method. Long-term fixed interest rate residential mortgage loans originated for sale are generally held for thirty days or less. The Corporation sells mortgage loans in the secondary market on either a servicing retained or released basis. Loans held for sale are carried at the lower of cost or market on an aggregate basis.

The Corporation accounts for mortgage servicing rights in accordance with Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (SFAS 140). SFAS 140 requires that an asset be recognized for the rights to service mortgage loans, including those rights that are created by the origination of mortgage loans that are sold with the servicing rights retained by the originator. The recognition of the asset results in an increase in the gains recognized upon the sale of the mortgage loans sold. The Corporation amortizes mortgage servicing rights in proportion to, and over the life of, the estimated net future servicing income and performs a periodic evaluation of the fair market value of the mortgage servicing rights. Prepayments of mortgage loans result in increased amortization of mortgage servicing rights as the remaining book value of the mortgage servicing right is expensed at the time of prepayment. Any impairment of mortgage servicing rights is recognized as a valuation allowance, resulting in a reduction of mortgage banking revenue. The valuation allowance is recovered when impairment no longer exists. For purposes of measuring impairment, the Corporation utilizes a third-party modeling software program, which stratifies capitalized mortgage servicing rights by interest rate, term and loan type. Servicing income is recognized in noninterest income when received and expenses are recognized when incurred.

Premises and Equipment:

Premises and equipment are stated at cost less accumulated depreciation. Premises and equipment are depreciated over the estimated useful lives of the assets. Depreciation is computed on the straight-line method. The estimated useful lives are generally 25 to 35 years for buildings and three to ten years for equipment.

30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of premises and equipment at December 31 follows:

	2004			2003
	(In thousands)
Bank premises	$	67,916		$	67,221
Equipment		35,958			35,420
		103,874			102,641
Accumulated depreciation		(56,297	)		(53,025	)
Total	$	47,577		$	49,616

Included in bank premises is a building that the Corporation leases under a fifteen-year capital lease agreement that expires December 31, 2014. The gross amount of this lease was $1.4 million at December 31, 2004 and December 31, 2003. The accumulated amortization was $0.22 million and $0.17 million at December 31, 2004 and 2003, respectively. The following schedule shows the future minimum lease payments together with the present value of this building as of December 31, 2004 (in thousands):

2005	$	134
2006		150
2007		155
2008		159
Thereafter		1,063
Total minimum lease payments		1,661
Amount representing interest		(486	)
Present value of minimum lease payments	$	1,175

Other Real Estate:

Other real estate represents properties acquired through foreclosure or by acceptance of a deed in lieu of foreclosure. The carrying values of these properties are periodically evaluated and are adjusted to the lower of cost or fair market value minus estimated costs to sell. Other real estate totaling $6.3 million and $5.6 million at December 31, 2004 and 2003, respectively, is included in other assets in the consolidated statements of financial position.

Intangible Assets:

Intangible assets consist of goodwill, core deposit and other intangibles, and mortgage servicing rights. In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142), goodwill is no longer amortized, but is subject to annual impairment tests in accordance with SFAS 142. Other intangible assets continue to be amortized over their useful lives. Core deposit and other intangible assets are amortized over periods ranging from three to fifteen years on a straight-line or accelerated basis, as applicable.

Unconsolidated Investments:

Investments that are not consolidated are accounted for using either the equity method or the cost method. The equity method is used for investments in a corporate joint venture and investments where the Corporation has the ability to exercise significant influence over the investee’s operation and financial policies, which is generally presumed to exist if the Corporation owns more than 20% of the voting interest of the investee. Equity method investments are included in “accrued income and other assets” on the consolidated statements of financial position, with income and losses recorded in “equity in earnings of unconsolidated subsidiaries” on the consolidated statements of income. Unconsolidated equity investments that do not meet the criteria to be accounted for under the equity method are accounted for under the cost method. Cost method investments in publicly traded companies are included in “investment securities available for sale” on the consolidated statements of financial position. Cost method investments in non-publicly traded companies are included in “accrued income and other assets” on the consolidated statements of financial position, with income distributions (net of write-downs) recorded in “other” noninterest income on the consolidated statements of income.

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” (SFAS 123), 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 employee 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. The Corporation has elected to provide pro forma disclosures for net income and earnings per share as if it had adopted the fair value accounting method for stock-based compensation. The stock based compensation plan is described more fully in Note O.

Other Borrowings – Short Term:

Other borrowings – short term consist primarily of securities sold under agreements to repurchase, which represent amounts advanced by customers that are secured by investment securities owned by the Corporation’s subsidiary banks, as they are not covered by FDIC insurance. They are treated as debt and are reflected as a liability in the consolidated statements of financial position.

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31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

Pension and Postretirement Benefit Plan Actuarial Assumptions:

The Corporation’s pension benefit and postretirement benefit obligations and related costs are calculated using actuarial concepts and measurements within the framework of Statement of Financial Accounting Standards No. 87, “Employer’s Accounting for Pensions” (SFAS 87) and Statement of Financial Accounting Standards No. 106, “Employer’s Accounting for Postretirement Benefits Other than Pensions” (SFAS 106), respectively. Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement. The Corporation evaluates these critical assumptions annually. Other assumptions involve employee demographic factors such as retirement patterns, mortality, turnover and the rate of compensation increase.

The discount rate enables the Corporation to state expected future benefit payments as a present value on the measurement date. The guideline for setting this rate is a high-quality long-term corporate bond rate. A lower discount rate increases the present value of benefit obligations and increases pension and postretirement benefit expense. The Corporation decreased the discount rate used to determine benefit obligations to 5.75% as of December 31, 2004 from 6.00% as of December 31, 2003 to reflect market interest rate conditions.

To determine the expected long-term rate of return on the plan assets, the Corporation considers the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on pension plan assets will increase pension expense. The long-term expected return on plan assets was 8.00% in both 2004 and 2003, respectively. See Note H to the consolidated financial statements.

Income Taxes:

The Corporation files a consolidated federal income tax return and is responsible for the payment of any tax liability of the consolidated organization. Income tax expense is based on income and expenses, as reported in the consolidated financial statements. When income and expenses are recognized in different periods for tax purposes than for book purposes, applicable deferred taxes are provided for in the consolidated financial statements.

Earnings Per Share:

Basic and diluted earnings per share are calculated in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share” (SFAS 128). All earnings per share amounts for all periods presented conform to the requirements of SFAS 128. Basic earnings per share for the Corporation is computed by dividing net income by the weighted average number of common shares outstanding during the period. 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 common stock equivalents outstanding during the period.

The Corporation’s common stock equivalents consist of common stock issuable under the assumed exercise of stock options granted under the Corporation’s stock option plans, using the treasury stock method. Average common stock equivalents in 2004, 2003 and 2002 were 87,772, 66,053 and 68,626, respectively. The following table summarizes the number of shares used in the denominator of the basic and diluted earnings per share computations for the years ended December 31:

	2004		2003		2002
Denominator for basic earnings per share		25,130,082		24,877,785		24,860,454
Denominator for diluted earnings per share		25,217,854		24,943,838		24,929,080

Comprehensive Income:

Comprehensive income of the Corporation includes net income and an adjustment to equity for unrealized gains and losses on investment securities available for sale, net of income taxes, as required under Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (SFAS 130). The Corporation displays comprehensive income as a component in the consolidated statements of changes in shareholders’ equity.

Operating Segment:

It is management’s opinion that the Corporation operates in a single operating segment – commercial banking. The Corporation is a financial holding company that operates three commercial banks, a title insurance company and an insurance subsidiary, each as a separate direct subsidiary of the Corporation. The Corporation’s three 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, as generally is the pricing of these products and services. These services include personal and business checking accounts, savings and individual retirement accounts, time deposit instruments, electronically accessed banking products, residential and commercial real

32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

estate financing, commercial lending, consumer financing, debit cards, safe deposit services, automated teller machines, access to insurance and investment products, money transfer services, corporate and personal trust services and other banking services. Each of the Corporation’s commercial bank subsidiaries operates exclusively within the State of Michigan. The marketing of products and services by the Corporation’s subsidiary banks is generally uniform, as some 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.

The Corporation’s primary sources of revenues are from its loan products and investment securities.

The following table summarizes the Corporation’s revenue from its specific loan products for the years ended December 31:

		2004		2003		2002
		(In thousands)
Interest income and fee revenue:
	Commercial	$	26,418	$	21,088	$	22,706
	Real estate construction		7,249		6,649		8,070
	Real estate commercial		42,066		35,173		34,753
	Real estate residential		44,166		47,289		50,557
	Consumer		32,635		34,636		39,717
Total		$	152,534	$	144,835	$	155,803

Common Stock:

All per share data and share amounts included in the consolidated financial statements and in the related notes thereto have been retroactively adjusted to reflect stock dividends paid on January 28, 2005 and January 24, 2003.

Business Combinations:

In compliance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (SFAS 141), the purchase method of accounting is to be used for all business combinations initiated after June 30, 2001. SFAS 141 includes guidance on the initial recognition and measurement of goodwill and other intangible assets arising from business combinations. SFAS 142 prohibits the amortization of goodwill and intangible assets with indefinite useful lives. SFAS 142 requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives continue to be amortized over their estimated useful lives.

Recent 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 May 12, 2004. The FSP permitted 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 required certain disclosures pending further consideration of the underlying accounting issues. In accordance with the FSP, the Corporation elected to defer accounting for the effects of the Act. The Act, signed into law by President Bush on December 8, 2003, introduces a prescription drug benefit under Medicare (Medicare Part D). In an effort to dissuade companies from curtailing any existing drug benefits (and thus transferring the liability to the government), the Act provides for the government to pay companies (beginning in 2006) a subsidy of 28% of drug costs between $250 and $5,000, tax-free, if the company provides coverage that is “actuarially equivalent” to the coverage provided under Medicare Part D.

At the time of issuance of the FSP, the detailed regulations necessary to implement the Act had not been issued, including i) the manner in which actuarial equivalency must be determined, and ii) the evidence required to demonstrate actuarial equivalency to the Secretary of Health and Human Services. In addition, the magnitude of the subsidy for a sponsor depends on how many Medicare-eligible retired plan participants choose not to enroll in the voluntary Medicare Part D plan. Further, specific regulations regarding the documentation requirements and payment/reimbursement mechanism for the subsidy are yet to be defined by the appropriate administrative agency.

On May 19, 2004, the FASB issued FSP 106-2, which provides authoritative guidance in the accounting for the federal subsidy resulting from the Act. The Corporation adopted FSP 106-2 effective July 1, 2004. The Corporation’s measures of the net periodic postretirement benefit cost do not reflect an amount associated with the federal subsidy because the Corporation, as of December 31, 2004, believed that the benefits provided by the Retiree Plan (see note H) are not actuarially equivalent to Medicare Part D under the Act. The Corporation’s postretirement benefits plan may be amended to benefit from the new legislation. The Corporation has determined that the impact of FSP 106-2 is not material to the consolidated statements of financial position and income.

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

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33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (CONTINUED)

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 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 had not issued final authoritative guidance on this topic at December 31, 2004. When this occurs, the effect of this guidance on the Corporation’s financial condition and results of operations, if any, will be determined.

On December 16, 2004, the FASB issued Statement of Financial Accounting Standards No. 123(R) “Share-Based Payment” (SFAS 123(R)), which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS 123(R) supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees,” and amends Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows.” Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative.

SFAS 123(R) must be adopted no later than July 1, 2005. Early adoption is permitted in periods in which financial statements have not yet been issued. The Corporation expects to adopt SFAS 123(R) on July 1, 2005.

SFAS 123(R) permits public companies to adopt its requirements using one of two methods:

1.	A “modified prospective” method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date.
2.	A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.

As of December 31, 2004 the Corporation had not determined the method or assumptions that it will use to adopt SFAS 123(R) on July 1, 2005.

As permitted by SFAS 123, the Corporation currently accounts for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of SFAS 123(R)’s fair value method will have an impact on the Corporation’s consolidated results of operations, although it will have no impact on its overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had the Corporation adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the disclosure of pro forma net income and earnings per share in Note O to the consolidated financial statements. SFAS 123(R) also requires the benefit of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the Corporation cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows recognized in prior periods for such excess tax deductions were $609,000, $504,000, and $56,000 in 2004, 2003 and 2002, respectively.

In December 2003, the FASB revised Statement of Financial Accounting Standards No. 132, “Employers’ Disclosures about Pension and Other Postretirement Benefits” (SFAS 132). The revision retains the disclosures required by the original SFAS 132 and requires additional disclosures about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension and postretirement plans. See Note H for the additional pension and other postretirement benefit disclosures. The Corporation adopted the provisions of the revisions as of December 31, 2003.

34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities,” which provides guidance on how to identify a variable interest entity (VIE), and when the assets, liabilities, noncontrolling interests and results of operations of a VIE need to be included in a company’s consolidated financial statements. This interpretation was revised in December 2003 with the issuance of Interpretation No. 46(R), “Consolidation of Variable Interest Entities” (FIN 46(R)). The Corporation adopted the provisions of FIN 46(R) effective December 31, 2003 for all interests held in a VIE.

In general, a VIE is an entity that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. If any of these characteristics is present, the entity is subject to a variable interests consolidation model, and consolidation is based on variable interests, not on ownership of the entity’s outstanding voting stock. Variable interests are defined as contractual, ownership, or other money interests in an entity that change with fluctuations in the entity’s net asset value. The primary beneficiary consolidates the VIE; the primary beneficiary is defined as the enterprise that absorbs a majority of expected losses or receives a majority of residual returns (if the losses or returns occur), or both.

The following provides a summary of the VIE in which the Corporation has a significant interest, and discusses the accounting changes that resulted from the adoption of FIN 46(R).

The Corporation is a significant limited partner in one low income housing tax credit partnership that was acquired in 2001 as part of the merger with Shoreline Financial Corporation (SFC). SFC acquired the limited partnership interest of the low income housing tax credit partnership in 2000. SFC invested in a low income housing tax credit project to promote the revitalization of a low-to-moderate income neighborhood. As a limited partner in this unconsolidated project, the Corporation is allocated tax credits and deductions associated with the underlying project. This entity meets the FIN 46(R) definition of a VIE. As of December 31, 2004, the Corporation is not the primary beneficiary of the VIE it holds an interest in, and therefore the equity investment in the VIE is not consolidated in the financial statements. The low income housing tax credit partnership had approximately $10.4 million in assets at December 31, 2004. Exposure to loss as a result of its involvement with this entity at December 31, 2004 was limited to approximately $2.0 million of book basis of the Corporation’s investment, which includes unfunded obligations to this project of $1.6 million. The Corporation’s future financial obligation to this project of $1.6 million was recorded as follows: $1.4 million in other liabilities and $0.2 million in FHLB borrowings, assumed by the Corporation on behalf of the project, and recorded as such, at December 31, 2004.

Reclassification:

Certain amounts in the 2003 and 2002 consolidated financial statements and notes thereto have been reclassified to conform with the 2004 presentation. Such reclassifications had no impact on shareholders’ equity or net income.

NOTE B – MERGERS AND ACQUISITIONS

During the three years ended December 31, 2004, the Corporation completed the following mergers and acquisitions:

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. The purchase price represented a premium over book value of $34.5 million. The acquisition was accounted for by the purchase method; therefore, the financial results of Caledonia were included from the acquisition date, with no restatement of prior period amounts.

The Corporation continued to operate Caledonia’s bank subsidiary, State Bank of Caledonia, with branch offices in Caledonia, Dutton, Middleville and Kalamazoo, as a separate subsidiary until June 2004. At that time, the Corporation restructured the State Bank of Caledonia into two of the Corporation’s three existing bank subsidiaries. The branches in Caledonia, Middleville and Dutton became 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.

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – INVESTMENT SECURITIES

The following is a summary of the amortized cost and estimated market value of investment securities available for sale and investment securities held to maturity at December 31, 2004 and 2003 (in thousands):

Investment Securities Available for Sale:

				Gross		Gross		Estimated
		Amortized		Unrealized		Unrealized		Market
December 31, 2004		Cost		Gains		Losses		Value
U.S. Treasury and agency securities		$	348,746	$	1,945	$	1,672	$	349,019
States and political subdivisions			12,983		553		3		13,533
Mortgage-backed securities			282,908		1,541		2,012		282,437
Collateralized mortgage obligations			1,432		28		1		1,459
Corporate bonds			48,678		230		162		48,746
	Total debt securities		694,747		4,297		3,850		695,194
Equity securities			20,921		642		–		21,563
Total		$	715,668	$	4,939	$	3,850	$	716,757

				Gross		Gross		Estimated
		Amortized		Unrealized		Unrealized		Market
December 31, 2003		Cost		Gains		Losses		Value
U.S. Treasury and agency securities		$	463,448	$	11,041	$	210	$	474,279
States and political subdivisions			18,214		808		–		19,022
Mortgage-backed securities			124,910		1,958		102		126,766
Collateralized mortgage obligations			1,938		58		1		1,995
Corporate bonds			81,080		1,787		2		82,865
	Total debt securities		689,590		15,652		315		704,927
Equity securities			22,404		1,212		44		23,572
Total		$	711,994	$	16,864	$	359	$	728,499

Investment Securities Held to Maturity:

			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Market
December 31, 2004	Cost		Gains		Losses		Value
U.S. Treasury and agency securities	$	141,622	$	553	$	534	$	141,641
States and political subdivisions		31,221		961		18		32,164
Mortgage-backed securities		1,419		108		–		1,527
Other debt securities		2,255		–		–		2,255
Total	$	176,517	$	1,622	$	552	$	177,587
December 31, 2003
U.S. Treasury and agency securities	$	153,585	$	2,960	$	5	$	156,540
States and political subdivisions		34,233		1,425		–		35,658
Mortgage-backed securities		2,619		239		–		2,858
Other debt securities		2,926		1		–		2,927
Total	$	193,363	$	4,625	$	5	$	197,983

The amortized cost and estimated market value of debt and equity securities at December 31, 2004, by contractual maturity for both available for sale and held to maturity investment securities follows:

Investment Securities Available for Sale:

	December 31, 2004
			Estimated
	Amortized		Market
	Cost		Value
	(In thousands)
Due in one year or less	$	178,137	$	179,751
Due after one year through five years		221,293		220,123
Due after five years through ten years		9,513		9,882
Due after ten years		1,464		1,542
Mortgage-backed securities		282,908		282,437
Collateralized mortgage obligations		1,432		1,459
Equity securities		20,921		21,563
Total	$	715,668	$	716,757

Investment Securities Held to Maturity:

	December 31, 2004
			Estimated
	Amortized		Market
	Cost		Value
	(In thousands)
Due in one year or less	$	69,713	$	69,889
Due after one year through five years		92,177		92,479
Due after five years through ten years		7,499		7,864
Due after ten years		5,709		5,828
Mortgage-backed securities		1,419		1,527
Total	$	176,517	$	177,587

Investment securities with a book value of $362.6 million at December 31, 2004 were pledged to collateralize public fund deposits and for other purposes as required by law; at December 31, 2003, the corresponding amount was $343.4 million.

The Corporation recognized net gains on investment securities of $1.37 million during 2004, net gains of $1.30 million in 2003 and net losses of $0.77 million in 2002. During 2002, the Corporation recorded a $0.47 million write-down to market value relating to certain equity securities, as part of its total net investment securities losses of $0.77 million, as the Corporation projected that the decline in the market value of these securities was “other than temporary.” The equity securities were sold in 2004 at a book gain of $0.61 million. The equity securities portfolio at December 31, 2004 consisted of $1.6 million of common and preferred stocks of various publicly and non-publicly traded entities, $18.7 million of Federal Home Loan Bank stock and $1.3 million of Federal Reserve Bank stock.

36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

An analysis is performed quarterly by the Corporation to determine whether unrealized losses in its investment securities portfolio are temporary or other-than-temporary. The Corporation reviews factors such as financial statements, credit ratings, news releases and other pertinent information of the underlying issuer or company to make its determination. Management does not believe any individual unrealized loss as of December 31, 2004 represents an other-than-temporary impairment. Management believes that the unrealized losses on investment securities are temporary in nature and due primarily to changes in interest rates and not as a result of credit related issues. The Corporation has both the intent and ability to hold the securities described in the previous table to maturity or until such time as the unrealized losses reverse.

The Corporation did not have a trading portfolio during the three years ended December 31, 2004.

The following table presents the age of gross unrealized losses and estimated market value by investment category.

	December 31, 2004
	Less Than 12 Months				12 Months or More				Total
	Estimated		Estimated		Estimated		Estimated		Estimated		Estimated
	Gross		Gross		Gross		Gross		Gross		Gross
	Market		Unrealized		Market		Unrealized		Market		Unrealized
	Value		Losses		Value		Losses		Value		Losses
	(In thousands)
U.S. Treasury and agency securities	$	207,352	$	1,731	$	32,032	$	475	$	239,384	$	2,206
States and political subdivisions		3,062		21		–		–		3,062		21
Mortgage-backed securities		190,999		1,987		6,357		25		197,356		2,012
Collateralized mortgage obligations		182		1		265		–		447		1
Corporate bonds		17,505		147		1,132		15		18,637		162
Equity securities		–		–		–		–		–		–
Total	$	419,100	$	3,887	$	39,786	$	515	$	458,886	$	4,402

37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D – SECONDARY MARKET

MORTGAGE ACTIVITY

For the three years ended December 31, 2004, activity for capitalized mortgage servicing rights was as follows (in thousands):

	2004			2003			2002
Mortgage Servicing Rights:
Beginning of year	$	3,264		$	2,495		$	2,844
Additions		677			1,960			2,340
Addition from bank acquisition		–			705			–
Amortization		(1,537	)		(1,896	)		(2,076	)
Impairment (provision) recovery		793			–			(613	)
End of year	$	3,197		$	3,264		$	2,495
Loans sold and serviced that have servicing rights capitalized	$	596,390		$	633,029		$	543,255

The Corporation assumed $114 million of loans serviced for others in the Caledonia acquisition during 2003.

The activity in the valuation allowance for capitalized mortgage servicing rights during the three years ended December 31, 2004 follows (in thousands):

	2004			2003		2002
Valuation allowance, beginning of year	$	793		$	793	$	180
Impairment provision		–			–		613
Impairment recovery		(793	)		–		–
Valuation allowance, end of year	$	–		$	793	$	793

The fair value of mortgage servicing rights (MSRs) was estimated by calculating the present value of estimated future net servicing cash flows, taking into consideration the expected prepayment rates, discount rates, servicing costs and other economic factors which are based on current market conditions. The prepayment speed and the discount rate are the most significant factors affecting the MSR valuation. Increases in mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the underlying loan is reduced. Expected loan prepayment rates are validated by a third-party model. At December 31, 2004, the weighted average constant prepayment rate used was 17% and the discount rate was 8%.

During 2004 and 2003, the Corporation did not record an impairment provision as there was no decline in the estimated fair value of MSRs compared to the recorded book value. During 2004, the Corporation recovered the impairment valuation allowance of $.79 million, as the estimated fair value of the MSRs at December 31, 2004 exceeded the book value (original cost less accumulated amortization) of MSRs. An impairment provision of $0.61 million was recorded in 2002. The impairment provision in 2002 reduced mortgage banking revenue shown on the consolidated statements of income. The decline in the estimated fair value of MSRs in 2002 was due to the decline in overall market interest rates of residential mortgages and the corresponding increase in prepayments of loans serviced for others.

NOTE E – LOANS

The following summarizes loans as of December 31:

	2004		2003
	(In thousands)
Commercial	$	468,970	$	405,929
Real estate construction		120,900		138,280
Real estate commercial		697,779		628,815
Real estate residential		760,834		767,199
Consumer		537,102		541,052
Total loans	$	2,585,585	$	2,481,275

The Corporation’s subsidiary banks have extended loans to its directors, executive officers and their affiliates. The loans were made in the ordinary course of business upon normal terms, including collateralization and interest rates prevailing at the time and did not involve more than the normal risk of repayment by the borrower or present other unfavorable features. The aggregate loans outstanding to the directors, executive officers and their affiliates totaled approximately $42.6 million at December 31, 2004 and $45.5 million at December 31, 2003. During 2004, there were approximately $26.4 million of new loans and other additions, while repayments and other reductions totaled approximately $29.3 million.

Loans held for sale were $2.1 million at December 31, 2004, $4.9 million at December 31, 2003 and $31.4 million at December 31, 2002. The higher amount of loans held for sale at the end of 2002 was attributable to the significant decline in overall market interest rates at the end of 2002, resulting in a historically high level of refinance volume as of that date.

38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in the allowance for loan losses were as follows for the years ended December 31:

		2004			2003			2002
		(In thousands)
Balance at beginning of year		$	33,179		$	30,672		$	30,994
	Loan charge-offs		(3,963	)		(4,071	)		(4,830	)
	Loan recoveries		1,131			719			743
Net loan charge-offs			(2,832	)		(3,352	)		(4,087	)
Provision for loan losses			3,819			2,834			3,765
Allowance of bank acquired			–			3,025			–
Balance at end of year		$	34,166		$	33,179		$	30,672

A summary of nonperforming loans at December 31 follows:

	2004		2003		2002
	(In thousands)
Nonaccrual loans	$	8,397	$	6,691	$	4,859
Accruing loans contractually past due 90 days or more as to interest or principal payments		1,653		4,656		2,422
Total nonperforming loans	$	10,050	$	11,347	$	7,281

Interest income totaling $340,000 was recorded on nonaccrual loans in 2004 compared to $218,000 in 2003 and $135,000 in 2002.

A summary of impaired loans and related valuation allowance follows:

		Impaired Loans						Valuation Allowance
		2004		2003		20		2004		2003		2002
		(In thousands)
Balances – December 31:
	Impaired loans with valuation allowance	$	804	$	1,107	$	1,046	$	379	$	798	$	300
	Impaired loans with no valuation allowance		3,762		4,344		1,301		–		–		–
Total impaired loans		$	4,566	$	5,451	$	2,347	$	379	$	798	$	300
Average balance of impaired loans during the year		$	4,237	$	3,819	$	6,410

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE F – DEPOSITS

A summary of deposits follows:

	December 31
	2004		2003
	(In thousands)
Noninterest-bearing demand	$	555,287	$	532,752
Interest-bearing demand		517,409		537,342
Savings		928,026		983,085
Time deposits over $100,000		218,232		169,707
Other time deposits		644,519		744,350
Total	$	2,863,473	$	2,967,236

Excluded from total deposits are demand deposit account overdrafts, which have been reclassified as loans. At December 31, 2004 and 2003, these overdrafts totaled $2.8 million and $2.6 million, respectively. Time deposits with remaining maturities of one year or more were $319.3 million at December 31, 2004. The maturities of these time deposits are as follows: $141.8 million in 2006, $104.5 million in 2007, $57.6 million in 2008, $2.9 million in 2009 and $12.5 million thereafter.

NOTE G – FEDERAL INCOME TAXES

The provision for federal income taxes is less than that computed by applying the federal statutory income tax rate of 35%, primarily due to tax-exempt interest on investment securities and loans, as shown in the following analysis for the years ended December 31:

		2004			2003			2002
		(In thousands)
Tax at statutory rate		$	29,636		$	29,438		$	29,027
Changes resulting from:
	Tax-exempt interest income		(876	)		(954	)		(1,228	)
	Other, net		(767	)		(91	)		191
Total federal income tax expense		$	27,993		$	28,393		$	27,990

The provision for federal income taxes consisted of the following for the years ended December 31:

	2004		2003		2002
	(In thousands)
Current	$	26,878	$	25,101	$	26,627
Deferred		1,115		3,292		1,363
Total	$	27,993	$	28,393	$	27,990

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant temporary differences that comprise the deferred tax assets and liabilities of the Corporation were as follows as of December 31:

			2004		2003
			(In thousands)
Deferred tax assets:
	Allowance for loan losses		$	11,579	$	11,163
	Accrued expenses			2,204		2,000
	Investment securities marked to market			389		769
	Other			1,670		2,498
		Total deferred tax assets		15,842		16,430
Deferred tax liabilities:
	Investment securities available for sale			381		5,776
	Premises and equipment			1,237		1,180
	Employee benefit plans			1,034		644
	Mortgage servicing rights			1,119		1,142
	Goodwill			1,278		1,025
	Other			925		1,080
		Total deferred tax liabilities		5,974		10,847
Net deferred tax assets			$	9,868	$	5,583

Federal income tax expense (benefit) applicable to gains (losses) on investment securities transactions was $0.26 million in 2004, $0.47 million in 2003 and $(0.1) million in 2002, and is included in federal income taxes on the consolidated statements of income.

NOTE H – PENSION AND

POSTRETIREMENT BENEFITS

The Corporation has one noncontributory defined benefit pension plan (“Plan”) covering the majority of its employees. Normal retirement benefits of the Plan are based on years of service and the employee’s average annual pay for the five highest consecutive years during the ten years preceding retirement under the Plan. Contributions are intended to provide not only for benefits attributed to service-to-date, but also for those expected to be earned in the future.

The assets of the Plan are invested by the Trust and Investment Management Services Department of the Corporation’s bank subsidiary, Chemical Bank and Trust Company. The investment policy and allocation of the assets of the Pension Trust were approved by the Pension Committee of the Board of Directors of the Corporation.

The assets of the Plan are invested in a diversified portfolio of U.S. Government Treasury notes, U.S. Government agency notes and high quality corporate bonds and equity securities, primarily blue chip stocks. The notes and the bonds purchased are rated A or better by the major bond rating companies and mature within five years from the date of purchase. The stocks are diversified among the major economic sectors of the market and are selected based on balance sheet strength, expected earnings growth, the management team, and position within their industries, among other characteristics.

40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Plan’s asset allocations at December 31, 2004 and 2003, by asset category, were as follows:

	Plan Assets at
	December 31
Asset Category	2004			2003
Equity securities		67.2	%		68.4	%
Debt securities		28.7			30.2
Other		4.1			1.4
Total		100	%		100	%

As of December 31, 2004, based upon current market conditions, the Corporation’s strategy was to maintain equity securities between 60% and 70% of total Plan assets, and the “Other” category was expected to be maintained at less than 10% of total Plan assets. As of December 31, 2004 and December 31, 2003, equity securities included 211,395 shares of the Corporation’s common stock. During 2004, $0.2 million in cash dividends were paid on the Corporation’s common stock held by the Plan. The market value of the Corporation’s common stock held in the Plan was $8.6 million at December 31, 2004 and $7.3 million at December 31, 2003, and represented 11.9% and 11.4%, respectively, of total Plan assets as of these dates.

The measurement date used to determine both pension and other postretirement benefit amounts disclosed herein was December 31 of each year.

The following table sets forth the changes in the benefit obligation and plan assets of the Plan:

		2004			2003
		(In thousands)
Projected benefit obligation:
	Benefit obligation at beginning of year	$	69,906		$	60,019
	Service cost		4,510			3,643
	Interest cost		4,135			3,841
	Net actuarial loss		(313	)		4,924
	Benefits paid		(2,197	)		(2,521	)
	Benefit obligation at end of year	$	76,041		$	69,906
Fair value of plan assets:
	Beginning fair value	$	64,434		$	49,969
	Actual return on plan assets		5,066			8,902
	Employer contributions		4,634			8,084
	Benefits paid		(2,197	)		(2,521	)
	Fair value of plan assets at end of year	$	71,937		$	64,434
Funded status of the plan		$	(4,104	)	$	(5,472	)
Unrecognized net actuarial loss			16,078			16,419
Unrecognized prior service benefit			(172	)		(220	)
Prepaid benefit cost		$	11,802		$	10,727

The Corporation’s accumulated benefit obligation as of December 31, 2004 and 2003 was $58.9 million and $54.1 million, respectively.

During 2004, the Corporation contributed $4.6 million to the Plan. The Corporation has historically contributed the maximum amount deductible under Internal Revenue Service regulations to the Plan. The 2005 maximum deductible Plan contribution was estimated at $5.3 million. As of December 31, 2004, based upon the estimate, the Corporation anticipated making the maximum deductible contribution in 2005.

Weighted-average rate assumptions as of December 31 follow:

	2004		2003		2002
Discount rate used in determining benefit obligations		5.75%		6.00%		6.50%
Discount rate used in determining pension expense		6.00%		6.50%		7.00%
Expected long-term return on Plan assets		8.00%		8.00%		8.00%
Rate of compensation increase		5.00%		5.00%		5.00%

Net periodic pension cost of the Plan consisted of the following for the years ended December 31:

	2004			2003			2002
	(In thousands)
Service cost	$	4,510		$	3,643		$	3,065
Interest cost		4,135			3,841			3,503
Expected return on Plan assets		(5,422	)		(4,973	)		(4,409	)
Amortization of transition amount		–			(11	)		(15	)
Amortization of prior service benefit		(36	)		(46	)		(55	)
Amortization of unrecognized net loss		372			—			—
Pension expense	$	3,559		$	2,454		$	2,089

The following table presents estimated future Plan benefit payments (in thousands):

2005	$	2,163
2006		2,490
2007		2,736
2008		3,076
2009		3,353
2010 – 2014		22,706
Total	$	36,524

Other Employee Benefit Plans:

The Corporation maintains a 401(k) Savings Plan with an employer match. The Corporation matches 50% of the participants’ elective deferrals on the first 4% of the participants’ compensation. Expense under the 401(k) Savings Plan was $0.52 million in 2004 and 2003 and $0.48 million in 2002.

The Corporation has a postretirement benefit plan that provides medical benefits, and dental benefits through age 65, to a small portion of its employees, to employees who retired through December 31, 2001, and others who are provided eligibility via acquisitions. Through December 31,

continued on next page

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – PENSION AND

POSTRETIREMENT BENEFITS (CONTINUED)

2001, eligibility for such benefits was age 55 with at least ten years of service with the Corporation. Effective January 1, 2002, the Corporation adopted a revised retiree medical program (“Retiree Plan”), which substantially reduced the future obligation of the Corporation for retiree medical and dental costs. Retirees and certain employees that met age and service requirements as of December 31, 2001 were grandfathered under the Retiree Plan. As of December 31, 2004, the Retiree Plan included 44 employees that are in the grandfathered group, and 121 retirees. Retirees are required to make contributions toward the cost of their benefits based on their years of credited service and age at retirement. Retiree contributions are generally adjusted annually. The accounting for these postretirement benefits anticipates changes in future cost-sharing features such as retiree contributions, deductibles, copayments and coinsurance. The Corporation reserves the right to amend, modify or terminate these benefits at any time. Employees who retire at age 55 or older and have at least ten years of service with the Corporation are provided access to the group health insurance coverage for themselves and their spouses. There is no employer subsidy. These employees are not considered eligible to participate in the Retiree Plan.

The following table sets forth changes in the Corporation’s postretirement benefit obligation:

		2004			2003
		(In thousands)
Accumulated postretirement benefit obligation:
	Benefit obligation at beginning of year	$	5,722		$	4,140
	Service cost		30			22
	Interest cost		316			261
	Net actuarial (gain) loss		(457	)		1,212
	Increase due to bank acquisition		–			326
	Benefits paid, net of retiree contributions		(283	)		(239	)
Benefit obligation at end of year		$	5,328		$	5,722
Unfunded status of the plan		$	5,328		$	5,722
Unrecognized net actuarial loss			(1,659	)		(2,440	)
Unrecognized prior service credit			2,571			2,895
Accrued postretirement benefit cost		$	6,240		$	6,177

Net periodic postretirement benefit cost consisted of the following for the years ended December 31:

	2004			2003			2002
	(In thousands)
Service cost	$	30		$	22		$	22
Interest cost		316			261			275
Amortization of prior service credit		(324	)		(324	)		(324	)
Amortization of unrecognized net loss		324			167			231
Net periodic postretirement benefit cost	$	346		$	126		$	204

Estimated Future Benefit Payments

The following table presents estimated future Retiree Plan benefit payments (in thousands):

2005	$	302
2006		324
2007		343
2008		358
2009		370
2010 – 2014		1,900
Total	$	3,597

Weighted-average rate assumptions as of December 31 follow:

	2004			2003			2002
Discount rate used in determining the accumulated postretirement benefit obligation		5.75	%		6.00	%		6.50	%
Discount rate used in determining periodic postretirement benefit cost		6.00	%		6.50	%		7.00	%
Year 1 increase in cost of postretirement benefits		10.00	%		8.33	%		9.00	%

For measurement purposes, the annual rates of increase in the per capita cost of covered health care benefits and dental benefits for 2005 were each assumed at 10.0%. These rates were assumed to decrease gradually to 5% in 2009 and remain at that level thereafter.

Assumptions:

Certain actuarial assumptions, such as the discount rate, long-term rate of return on plan assets and the health care cost trend rates have a significant effect on the amounts reported for net periodic pension and postretirement medical benefit expense, as well as the respective benefit obligation amounts.

Discount rate – The assumed discount rate for the pension plan and the postretirement benefit plan was determined based upon the market rates for high-quality fixed income investments based on a long-term high quality corporate bond index rate through December 31, 2003. As of December 31, 2004, the Corporation utilized the results from a bond matching technique to match cash flows of the Plan against both a bond portfolio derived from the S&P bond database of AA or better bonds and the Citigroup Pension Discount Curve to determine the discount rate. For 2005, the discount rate was decreased twenty-five basis points to 5.75% to reflect market interest rate conditions.

Long-term return on plan assets – The assumed rate of return on plan assets represents an estimate of long-term returns on an investment portfolio consisting primarily of equities and fixed income investments. When determining the expected long-term return on plan assets, the

42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Corporation considers long-term rates of return on the asset classes in which the Corporation expects the pension funds to be invested. The expected long-term rate of return is based on both historical and forecasted returns of the overall stock and bond markets and the actual portfolio. The following rates of return by asset class were considered in setting the long-term return on assets assumption:

Equity securities	9% – 10%
Debt securities	5% –  7%
Other	3% –  5%

The long-term return on assets is used to compute the subsequent year’s expected return on assets, using the “market-related value” of Plan assets. The difference between the expected return on Plan assets and the actual return on Plan assets during the year are either asset gains or losses, which are deferred and amortized over future periods.

Health care and dental cost trend rate – The Corporation reviews external data and its own historical trends for health care and dental costs to determine the health care and dental cost trend rates for the postretirement medical benefit plan. For 2005, a 10.0% annual rate of increase was assumed in the per capita cost of covered health care and dental claims with the rate decreasing in even increments over five years until reaching 5.0%.

The assumed health care and dental cost trend rates could have a significant effect on the amounts reported. A one percentage-point change in these rates would have had the following effects:

	1-Percentage-		1-Percentage-
	Point Increase		Point Decrease
	(In thousands)
Effect on total of service and interest cost components in 2004	$	38	$	(27	)
Effect on postretirement benefit obligation as of December 31, 2004	$	610	$	(500	)

NOTE I – OTHER BORROWINGS – SHORT TERM

	2004			2003			2002
	(Dollars in thousands)
Balance at December 31	$	101,834		$	91,524		$	104,212
Maximum outstanding at any month end		101,834			93,447			131,183
Average amount outstanding		90,016			86,604			108,469
Weighted average interest rate of average amount outstanding		.65	%		.62	%		.89	%
Weighted average interest rate at December 31 for amounts outstanding at December 31		1.10	%		.42	%		.72	%

The carrying value of investment securities securing repurchase agreements as of December 31, 2004, 2003 and 2002 were $119.6 million, $104.8 million and $97.0 million, respectively.

NOTE J – FEDERAL HOME LOAN BANK

BORROWINGS

Borrowings from the Federal Home Loan Bank of Indianapolis (“FHLB”) consisted of the following:

	December 31
	2004		2003
	(In thousands)
Fixed-rate advances; with maturities from February 2005 through May 2009, rates ranging from 1.51% – 6.40% and a weighted average rate of 2.39% at December 31, 2004	$	171,996	$	39,373
Convertible fixed-rate advances; with maturities from June 2005 through February 2011, rates ranging from 4.49% – 6.75% and a weighted average rate of 5.56% at December 31, 2004		113,000		116,000
Total	$	284,996	$	155,373

For the convertible fixed-rate advances, the FHLB has the option to convert the advance to a variable rate beginning one, two or five years after the origination date depending on the advance, and quarterly thereafter. The Corporation has the option to prepay, without penalty, an FHLB convertible fixed-rate advance when the FHLB exercises its option to convert it to a variable-rate advance. During 2004, the FHLB did not exercise this option on any advance. Prepayments of both fixed-rate and convertible fixed-rate advances are subject to prepayment penalties under the provisions and conditions of the credit policy of the FHLB. The Corporation did not incur any prepayment penalties for 2004, 2003 or 2002.

The FHLB borrowings are collateralized by a blanket lien on qualified one-to four-family residential mortgage loans. The carrying value of these loans was $695 million, which represents a total borrowing capacity based on collateral of $479 million. Therefore, the Corporation’s additional borrowing availability through the FHLB at December 31, 2004 under the blanket lien agreement was $194 million.

continued on next page

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE J – FEDERAL HOME LOAN BANK

BORROWINGS (CONTINUED)

At year-end 2004, scheduled principal reductions on these advances were as follows (in thousands):

2005	$	123,232
2006		78,692
2007		10,023
2008		30,024
2009		25
Thereafter		43,000
Total	$	284,996

NOTE K – RESTRICTED ASSETS AND DIVIDEND

LIMITATIONS OF SUBSIDIARY BANKS

Banking regulations require that banks maintain cash reserve balances in vault cash, with the Federal Reserve Bank, or with certain other qualifying banks. The aggregate average amount of such legal balances required to be maintained by the Corporation’s subsidiary banks was $24.8 million during 2004 and $23.9 million during 2003. During 2004 the Corporation’s subsidiary banks satisfied their legal reserve requirements almost entirely by maintaining vault cash balances in excess of legal reserve requirements. The Corporation’s subsidiary banks generally do not maintain compensating balances with correspondent banks.

Federal and state banking regulations place certain restrictions on the transfer of assets in the form of dividends, loans or advances from the bank subsidiaries to the Corporation. At December 31, 2004, substantially all of the assets of the bank subsidiaries were restricted from transfer to the Corporation in the form of loans or advances. Dividends from its bank subsidiaries are the principal source of funds for the Corporation. Under the most restrictive of these regulations, the aggregate amount of dividends that can be paid by the Corporation’s bank subsidiaries to the parent company, without obtaining prior approval from bank regulatory agencies, was $87.1 million as of January 1, 2005. Dividends paid to the Corporation by its banking subsidiaries totaled $37.6 million in 2004, $56.1 million in 2003 and $25.6 million in 2002. In addition to the statutory limits, the Corporation also considers the overall financial and capital position of each subsidiary prior to making any cash dividend decisions.

NOTE L – CAPITAL

The Corporation and its subsidiary banks are subject to various regulatory capital requirements administered by the federal banking agencies. Under these capital requirements, the subsidiary banks must meet specific capital guidelines that involve quantitative measures of assets and certain off-balance sheet items as calculated under regulatory accounting practices. In addition, capital amounts and classifications are subject to qualitative judgments by the regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require minimum ratios of Tier 1 capital to average assets (Leverage Ratio), and of Tier 1 and Total capital to risk-weighted assets. These capital guidelines assign risk weights to on- and off-balance sheet items in arriving at total risk-weighted assets. Minimum capital levels are based upon perceived risk of various asset categories and certain off-balance sheet instruments.

At December 31, 2004 and 2003, the Corporation’s and each of its bank subsidiaries’ capital ratios exceeded the quantitative capital ratios required for an institution to be considered “well-capitalized.” Significant factors that may affect capital adequacy include, but are not limited to, a disproportionate growth in assets versus capital and a change in mix or credit quality of assets.

The table below compares the Corporation’s and each of its bank subsidiaries’ actual capital amounts and ratios with the quantitative measures established by regulation to ensure capital adequacy at December 31, 2004.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capital Analysis

	December 31, 2004
						Risk-Based Capital
	Leverage					Tier 1					Total
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in millions)
Corporation’s capital	$	413		11	%	$	413		16	%	$	445		17	%
Required capital – minimum		113		3			102		4			204		8
Required capital – “well capitalized” definition		188		5			153		6			255		10
Chemical Bank and Trust Company’s capital		187		11			187		19			199		20
Required capital – minimum		50		3			40		4			79		8
Required capital – “well capitalized” definition		83		5			59		6			99		10
Chemical Bank Shoreline’s capital		119		10			119		13			130		14
Required capital – minimum		38		3			36		4			73		8
Required capital – “well capitalized” definition		63		5			55		6			91		10
Chemical Bank West’s capital		81		10			81		13			89		14
Required capital – minimum		25		3			26		4			51		8
Required capital – “well capitalized” definition		42		5			38		6			64		10

NOTE M – GOODWILL

Goodwill was $63.3 million at December 31, 2004 and 2003. The Corporation’s goodwill impairment review is performed annually by management and is additionally reviewed by an independent third party appraisal firm. The income approach methodology was utilized by the appraisal firm to estimate the value of the Corporation’s goodwill. The income approach quantifies the present value of future economic benefits by capitalizing or discounting the cash flows of a business. This approach considers projected dividends, earnings, dividend paying capacity and future residual value. Based on the results of these valuations, the Corporation’s goodwill was not impaired at December 31, 2004 and 2003.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE N – ACQUIRED INTANGIBLE ASSETS

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

	December 31, 2004
	Original		Accumulated		Other		Carrying
	Amount		Amortization		Reduction		Amount
Core deposit intangibles	$	19,269	$	11,762		—	$	7,507
Other		865		356		85		424

	December 31, 2003
	Original		Accumulated		Carrying
	Amount		Amortization		Amount
Core deposit intangibles	$	19,269	$	9,773	$	9,496
Other		865		72		793

There were no additions of acquired intangible assets during 2004. During 2004, the Corporation sold its insurance agency book of business that resulted in the write-off of the remaining intangible asset applicable to this book of business of $85 thousand.

Amortization expense for the years ended December 31, follows:

2004	$	2,273
2003		1,883

Estimated amortization expense for the years ended December 31 follows:

2005	$	2,101
2006		1,886
2007		1,635
2008		1,292
2009		1,016

NOTE O – STOCK OPTIONS

The Corporation’s stock option plans provide for grants of stock options, incentive stock options, stock appreciation rights, or a combination thereof. At December 31, 2004, there were a total of 173,718 shares available for future awards under the Corporation’s 1997 plan. The plan provides that the option price shall not be less than the fair market value of common stock at the date of grant, options become exercisable as specified in the option agreement governing the option as determined by the Compensation Committee of the board of directors and all awards expire no later than ten years and one day after the date of grant. The Corporation does not record expense as a result of the grant or exercise of stock options.

Options granted may include a stock appreciation right that entitles the grantee to receive cash or a number of shares of common stock without payment to the Corporation. A stock appreciation right is calculated by the difference between the option price and the market price of the total number of shares in the option at the time of exercise of the stock appreciation right. As of December 31, 2004, there were no outstanding options with stock appreciation rights.

The activity in the Corporation’s stock option plans during the three years ended December 31, 2004, was as follows:

				Weighted
				Average
	Number of			Exercise
	Shares			Price
Outstanding – January 1, 2002		547,735		$	21.91
Activity during 2002:
Granted		73,426			27.78
Exercised		(81,987	)		14.90
Cancelled		(13,358	)		23.48
Outstanding – December 31, 2002		525,816			23.78
Activity during 2003:
Granted		87,465			35.67
Issued in bank acquisition		244,131			15.88
Exercised		(211,236	)		17.98
Cancelled		(7,656	)		25.24
Outstanding – December 31, 2003		638,520			24.26
Activity during 2004:
Granted		188,738			39.69
Exercised		(195,695	)		18.57
Cancelled		(5,548	)		22.15
Outstanding – December 31, 2004		626,015		$	30.73

The following table summarizes information about stock options outstanding at December 31, 2004:

Options Outstanding								Options Exercisable
		Weighted								Weighted
		Average				Range of				Average
Number		Exercise		Average		Exercise		Number		Exercise
Outstanding		Price		Life(a)		Prices		Exercisable		Price
	19,957	$	14.84		4.09	$	13.54 – 15.81		19,957	$	14.84
	7,850		17.11		7.20		17.02 – 17.12		7,850		17.11
	125,407		22.54		3.62		21.64 – 25.62		119,966		21.52
	197,911		27.35		5.39		26.17 – 27.78		184,350		25.45
	274,890		38.43		9.64		35.67 – 39.69		67,095		35.67
	626,015	$	30.73		6.88	$	13.54 – 39.69		399,218	$	26.45

(a)  Weighted average remaining contractual life in years

The Corporation does not recognize compensation cost in accounting for awards of options under its stock option plans. If the Corporation had elected to recognize compensation cost for options granted in 2004, 2003 and

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2002, based on the fair value of the options granted at the grant date, net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

	2004		2003		2002
Net income – as reported	$	56,682	$	55,716	$	54,945
Proforma stock-based employee compensation cost, net of tax		552		281		186
Net income – pro forma		56,130		55,435		54,759
Basic earnings per share – as reported		2.26		2.24		2.21
Basic earnings per share – pro forma		2.24		2.23		2.20
Diluted earnings per share – as reported		2.25		2.23		2.20
Diluted earnings per share – pro forma		2.23		2.22		2.20

The weighted average fair values of options granted during 2004, 2003 and 2002 were $11.53, $10.79 and $7.13 per share, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	2004			2003			2002
Expected dividend yield		2.50	%		3.00	%		3.20	%
Expected stock volatility		32.60	%		33.70	%		32.70	%
Risk-free interest rate		3.14	%		4.00	%		3.03	%
Expected life of options – in years		7.00			7.80			6.50

Because of the unpredictability of the assumptions required, the Black-Scholes model, or any other valuation model, is incapable of accurately predicting the Corporation’s stock price or of placing an accurate present value on options to purchase its stock. In addition, the Black-Scholes model was designed to approximate value for types of options that are very different from those issued by the Corporation. In spite of any theoretical value which may be placed on a stock option grant, no value is possible under options issued by the Corporation without an increase in the market value of the Corporation’s stock.

NOTE P – COMMITMENTS AND

OTHER MATTERS

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the loan contract. Commitments generally have fixed expiration dates or other termination clauses. Historically, the majority of the commitments of the Corporation’s subsidiaries have not been drawn upon and, therefore, may not represent future cash requirements. Standby letters of credit are conditional commitments issued generally by the Corporation’s subsidiaries to guarantee the performance of a customer to a third party. Both arrangements have credit risk essentially the same as that involved in making loans to customers and are subject to the Corporation’s normal credit policies. Collateral obtained upon exercise of commitments is determined using management’s credit evaluation of the borrowers and may include real estate, business assets, deposits and other items. The Corporation’s subsidiaries at any point in time also have approved but undisbursed loans. The majority of these undisbursed loans will convert to booked loans within a three-month period.

Total unused loan commitments, standby letters of credit and undisbursed loans were $281 million, $26 million and $68 million, respectively, at December 31, 2004 and $373 million, $13 million and $116 million, respectively, at December 31, 2003. A significant portion of the unused loan commitments and standby letters of credit outstanding as of December 31, 2004 expire one year from their contract date, however $24 million of unused loan commitments extend for more than five years.

The Corporation’s unused loan commitments and standby letters of credit have been estimated to have no realizable fair value, as historically the majority of the unused loan commitments have not been drawn upon and generally the Corporation’s subsidiaries do not receive fees in connection with these agreements.

The Corporation has operating leases and other non-cancelable contractual obligations on buildings, equipment and certain computer software that will require annual payments through 2015, including renewal option periods. Minimum payments due in each of the next five years are as follows (in millions):

2005	$	2.2
2006		1.9
2007		1.7
2008		0.8
2009		0.2
Thereafter		0.5
Total	$	7.3

Minimum payments include estimates where applicable including estimated usage and Consumer Price Index increases of approximately 3%.

Total expense recorded under operating lease and other non-cancelable contractual obligations was $1.8 million in 2004, and $1.4 million in both 2003 and 2002.

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 consulting with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated net income or financial position of the Corporation.

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE Q – DISCLOSURES ABOUT FAIR VALUE

OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, “Disclosures About Fair Value of Financial Instruments” (SFAS 107), requires disclosures about the estimated fair values of the Corporation’s financial instruments. The Corporation utilized quoted market prices, where available, to compute the fair values of its financial instruments. In cases where quoted market prices were not available, the Corporation used present value methods to estimate the fair values of its financial instruments. These estimates of fair value are significantly affected by the assumptions made and, accordingly, do not necessarily indicate amounts that could be realized in a current market exchange. It is also the Corporation’s general practice and intent to hold the majority of its financial instruments until maturity and, therefore, the Corporation does not expect to realize the estimated amounts disclosed.

The following methods and assumptions were used by the Corporation in estimating its fair value disclosures for financial instruments:

Cash and demand deposits due from banks:

The carrying amounts reported in the consolidated statements of financial position for cash and demand deposits due from banks approximate their fair values.

Interest-bearing deposits with unaffiliated banks and federal funds sold:

The carrying amounts reported in the consolidated statements of financial position for interest-bearing deposits with unaffiliated banks and federal funds sold approximate their fair values.

Investment securities:

Fair values for investment securities are based on quoted market prices.

Loans:

For variable interest rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. The fair values for fixed interest rate loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The resulting amounts are adjusted to estimate the effect of declines in the credit quality of borrowers since the loans were originated.

Deposit liabilities:

The fair values of deposit accounts without defined maturities, such as interest- and noninterest-bearing checking, savings and money market accounts, are equal to the amounts payable on demand. Fair values for interest-bearing deposits with defined maturities are based on the discounted value of contractual cash flows, using interest rates currently being offered for deposits of similar maturities. The fair values for variable interest rate certificates of deposit approximate their carrying amounts.

Other borrowings – short term:

The carrying amounts of other borrowings — short term, which consist of repurchase agreements, approximate their fair values.

Federal Home Loan Bank (FHLB) borrowings:

Fair value is estimated based on the present value of future estimated cash flows using current rates offered to the Corporation for debt with similar terms.

Commitments to extend credit, standby letters of credit and undisbursed loans:

The Corporation’s unused loan commitments, standby letters of credit and undisbursed loans have no carrying amount and have been estimated to have no realizable fair value. Historically, a majority of the unused loan commitments have not been drawn upon and, generally, the Corporation does not receive fees in connection with these commitments.

Estimates of fair values have not been made for items that are not defined by SFAS 107 as financial instruments, including such items as the Corporation’s core deposits and the value of its Trust Department. The Corporation believes it is impractical to estimate a representative fair value for these types of assets, even though management believes they add significant value to the Corporation.

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of carrying amounts and estimated fair values of financial instrument components of the consolidated statements of financial position at December 31:

		2004				2003
		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value
		(In thousands)
Assets:
	Cash and demand deposits due from banks	$	106,565	$	106,565	$	131,184	$	131,184
	Interest-bearing deposits and federal funds sold		40,369		40,369		31,007		31,007
	Investment securities		893,274		894,344		921,862		926,483
	Net loans		2,551,419		2,541,810		2,448,096		2,453,012
Liabilities:
	Deposits without defined maturities	$	2,000,722	$	2,000,722	$	2,053,179	$	2,053,179
	Time deposits		862,751		868,506		914,057		924,824
	Other borrowings – short term		101,834		101,834		91,524		91,524
	FHLB borrowings		284,996		279,360		155,373		167,276

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE R – PARENT COMPANY ONLY FINANCIAL INFORMATION

Condensed financial statements of Chemical Financial Corporation (parent company) follow:

	December 31
Condensed Statements of Financial Position	2004		2003
	(In thousands)
Assets:
Cash and cash equivalents at subsidiary bank	$	20,825	$	17,662
Investment securities available for sale		6,063		5,625
Investment in bank subsidiaries		457,619		435,733
Investment in non-bank subsidiaries		768		539
Premises and equipment		6,414		6,893
Goodwill		1,093		1,093
Other assets		3,092		5,464
Total assets	$	495,874	$	473,009
Liabilities and Shareholders’ Equity:
Other liabilities	$	11,038	$	14,960
Total liabilities		11,038		14,960
Shareholders’ equity		484,836		458,049
Total liabilities and shareholders’ equity	$	495,874	$	473,009

		Years Ended December 31
Condensed Statements of Income		2004		2003		2002
		(In thousands)
Income:
Cash dividends from bank subsidiaries		$	37,620	$	56,076	$	25,615
Cash dividends from non-bank subsidiaries			–		550		750
Interest income from bank subsidiaries			198		366		564
Other interest income and dividends			218		132		134
Rental revenue			536		245		–
Investment securities gains (losses)			656		71		(829	)
Other			213		26		–
Total income			39,441		57,466		26,234
Expenses:
Operating expenses			3,938		2,590		2,796
Total expenses			3,938		2,590		2,796
Income before income taxes and equity in undistributed net income of subsidiaries			35,503		54,876		23,438
Federal income tax benefit			1,047		601		828
Equity in undistributed net income of:
	Bank subsidiaries		19,903		158		30,625
	Non-bank subsidiaries		229		81		54
Net income		$	56,682	$	55,716	$	54,945

	Years Ended December 31
Condensed Statements of Cash Flows	2004			2003			2002
	(In thousands)
Operating Activities:
Net income	$	56,682		$	55,716		$	54,945
Investment securities (gains) losses		(656	)		(71	)		829
Depreciation and amortization expense		982			467			250
Equity in undistributed net income of subsidiaries		(20,132	)		(239	)		(30,679	)
Net (increase) decrease in accrued income and other assets		2,588			(2,171	)		(1,826	)
Net increase (decrease) in interest payable and other liabilities		(1,927	)		(2,694	)		2,909
Net cash provided by operating activities		37,537			51,008			26,428
Investing Activities:
Capital infusion into subsidiary bank		(11,600	)		–			–
Cash assumed in merger of data processing subsidiary into parent		–			3,185			–
Net cash used in acquisition		–			(52,295	)		–
Purchases of premises and equipment		(470	)		(5,725	)		(468	)
Purchases of investment securities available for sale		(4,059	)		(1,552	)		(1,258	)
Proceeds from sales and maturities of investment securities available for sale		3,624			836			1,017
Net cash used in investing activities		(12,505	)		(55,551	)		(709	)
Financing Activities:
Repurchases of common stock		–			(1,511	)		(408	)
Proceeds from directors’ stock purchase plan		219			182			191
Proceeds from exercise of stock options		3,291			5,071			512
Cash dividends paid		(25,379	)		(23,691	)		(21,648	)
Net cash used in financing activities		(21,869	)		(19,949	)		(21,353	)
Increase (decrease) in cash and cash equivalents		3,163			(24,492	)		4,366
Cash and cash equivalents at beginning of year		17,662			42,154			37,788
Cash and cash equivalents at end of year	$	20,825		$	17,662		$	42,154

50

MANAGEMENT REPORTS

Management’s Responsibility For Financial Statements

Management of the Corporation is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements and related information included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management’s best estimates and judgments.

The Board of Directors of the Corporation has an Audit Committee, consisting entirely of independent directors. The Audit Committee meets regularly with management, internal auditors and the independent registered public accounting firm and reviews accounting, internal control, audit and financial reporting matters. Ernst & Young LLP, the independent registered public accounting firm, and the internal auditors have direct and confidential access to the Audit Committee at all times to discuss the results of their examinations.

Management’s Assessment of Internal Control Over Financial Reporting

Management of the Corporation is responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the Corporation’s system of internal control over financial reporting as of December 31, 2004, in relation to criteria for effective internal control over financial reporting as described in “Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has concluded that, as of December 31, 2004, its system of internal control over financial reporting was effective and meets the criteria of the “Internal Control – Integrated Framework.” Ernst & Young LLP has issued an attestation report on internal control over financial reporting which is included herein.

51

REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Report on Consolidated Financial Statements

Audit Committee of the Board of Directors and Shareholders of Chemical Financial Corporation

We have audited the accompanying consolidated statements of financial position of Chemical Financial Corporation and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chemical Financial Corporation and subsidiaries at December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Chemical Financial Corporation’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2005 expressed an unqualified opinion thereon.

Detroit, Michigan

March 15, 2005

Report on Internal Control Over Financial Reporting

Audit Committee of the Board of Directors and Shareholders of Chemical Financial Corporation

We have audited management’s assessment, included in the accompanying report of Management’s Assessment of Internal Control Over Financial Reporting, that Chemical Financial Corporation maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Chemical Financial Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Chemical Financial Corporation maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Chemical Financial Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial position of Chemical Financial Corporation and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004 of Chemical Financial Corporation and our report dated March 15, 2005 expressed an unqualified opinion thereon.

Detroit, Michigan

March 15, 2005

52

SUPPLEMENTAL QUARTERLY FINANCIAL INFORMATION
(UNAUDITED)

(In thousands, except per share data)
		2004								2003
		First		Second		Third		Fourth		First		Second		Third		Fourth
		Quarter		Quarter		Quarter		Quarter		Quarter		Quarter		Quarter		Quarter
Interest income		$	47,185	$	46,583	$	47,318	$	48,164	$	48,246	$	46,697	$	45,237	$	44,857
Interest expense			10,363		10,174		10,165		10,914		13,122		11,668		10,473		10,002
Net interest income			36,822		36,409		37,153		37,250		35,124		35,029		34,764		34,855
Provision for loan losses			746		661		701		1,711		295		1,272		540		727
Investment securities gain			983		267		9		108		184		308		417		387
Income before income taxes			20,878		20,833		21,576		21,388		21,117		20,661		21,797		20,534
Net income			14,119		13,866		14,296		14,401		14,014		13,670		14,469		13,563
Net income per share
	Basic		.56		.55		.58		.57		.56		.55		.58		.55
	Diluted		.56		.55		.57		.57		.56		.55		.58		.54

MARKET FOR CHEMICAL FINANCIAL

CORPORATION COMMON STOCK AND RELATED

SHAREHOLDER MATTERS

Chemical Financial Corporation common stock is traded on The Nasdaq Stock Market® under the symbol CHFC. As of December 31, 2004, there were approximately 25.2 million shares of Chemical Financial Corporation common stock issued and outstanding, held by approximately 5,400 shareholders of record. The table below sets forth the range of high and low trade prices for Chemical Financial Corporation common stock for the periods indicated. These quotations reflect inter-dealer prices, without retail markup, markdown, or commission, and may not necessarily represent actual transactions.

	2004				2003
	High		Low		High		Low
First quarter	$	37.45	$	33.73	$	32.99	$	26.43
Second quarter		37.20		33.32		32.50		26.10
Third quarter		37.70		33.03		34.71		29.05
Fourth quarter		43.33		36.06		38.10		31.20

The earnings of the Corporation’s subsidiary banks are the principal source of funds to pay cash dividends. Consequently, cash dividends are dependent upon the earnings, capital needs, regulatory constraints, and other factors affecting each individual subsidiary bank. See Note K to the Consolidated Financial Statements for a discussion of such limitations. The Corporation has paid regular cash dividends every quarter since it began operation as a bank holding company in 1974. The following table summarizes the quarterly cash dividends paid to shareholders over the past five years, adjusted for stock dividends paid during this time period. Management expects the Corporation to declare and pay comparable regular quarterly cash dividends on its common shares in 2005.

	Years Ended December 31
	2004		2003		2002		2001		2000
First quarter	$	.252	$	.238	$	.217	$	.207	$	.190
Second quarter		.252		.238		.217		.207		.190
Third quarter		.252		.238		.217		.207		.190
Fourth quarter		.252		.238		.217		.207		.190
Total	$	1.008	$	.952	$	.868	$	.828	$	.760

53

CHEMICAL FINANCIAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS

      At December 31, 2004

Board of Directors	J. Daniel Bernson – President and Chief Executive Officer, The Hanson Group
		(a holding company with interests in diversified businesses in Southwest Michigan)
	Nancy Bowman – Certified Public Accountant, Co-owner, Bowman & Rogers, PC
		(an accounting and tax services company)
	James A. Currie – Investor
	Michael L. Dow – Investor
	Thomas T. Huff – Attorney at Law, Thomas T. Huff, P.C.
	Terence F. Moore – President and Chief Executive Officer, MidMichigan Health
		(a health care organization)
	Aloysius J. Oliver – Retired Chairman, President and Chief Executive Officer,
		Chemical Financial Corporation
	Frank P. Popoff – Chairman of Chemical Financial Corporation, Retired Chairman, President and
		Chief Executive Officer, The Dow Chemical Company (a diversified science and technology company that manufactures chemical, plastic and agricultural products)
	David B. Ramaker – President and Chief Executive Officer, Chemical Financial Corporation
	Dan L. Smith – Retired Chairman and Chief Executive Officer, Shoreline Financial Corporation
		(a bank holding company)
	William S. Stavropoulos – Chairman, The Dow Chemical Company
		(a diversified science and technology company that manufactures chemical, plastic and agricultural products)
Executive Officers	David B. Ramaker – President and Chief Executive Officer
	Bruce M. Groom – Executive Vice President and Senior Trust Officer,
		Chemical Bank and Trust Company
	Lori A. Gwizdala – Executive Vice President, Chief Financial Officer and Treasurer
	Thomas W. Kohn – President and Chief Executive Officer,
		Chemical Bank West
	William C. Lauderbach – Executive Vice President and Senior Investment Officer, Chemical
		Bank and Trust Company
	James R. Milroy – Executive Vice President, Chief Operating Officer and Secretary
	John A. Reisner – President and Chief Executive Officer,
		Chemical Bank and Trust Company
	James E. Tomczyk – President and Chief Executive Officer,
		Chemical Bank Shoreline

54

EX-21

EXHIBIT NO. 21

Subsidiaries

Name of Subsidiary	State or Other Jurisdiction of Incorporation
Bank subsidiaries:
Chemical Bank and Trust Company	Michigan
Chemical Bank Shoreline	Michigan
Chemical Bank West	Michigan
Non-bank subsidiaries:
CFC Financial Services, Inc.
-  also operates under d/b/a Chemical Financial Insurance
Agency and d/b/a CFC Investment Centers	Michigan
CFC Title Services, Inc.	Michigan
B.W. Investments, LLC	Michigan
Sunrise Mortgage Corporation	Michigan
Shoreline Insurance Services, Inc.	Michigan
Chemical Loan Management Corporation	Michigan
Chemical West Loan Management Corporation	Michigan
Chemical Shoreline Loan Management Corporation	Michigan
Chemical Loan Services, LLC	Michigan
Chemical West Loan Services, LLC	Michigan
Chemical Shoreline Loan Services, LLC	Michigan
JV Midland No. 1, LLC (50% owned)         -  also operates under d/b/a Bailey Financial Services	Michigan

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the 2004 Annual Report (Form 10-K) of Chemical Financial Corporation of our reports dated March 15, 2005, with respect to the consolidated financial statements of Chemical Financial Corporation, Chemical Financial Corporation's management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Chemical Financial Corporation, included in the 2004 Annual Report to Shareholders of Chemical Financial Corporation.

We also consent to the incorporation by reference in the following Registration Statements:

          Registration Statement No. 33-15064 on Form S-8 dated June 17, 1987
                    1987 Stock Option Plan - Amendment 1991;
          Registration Statement No. 33-40792 on Form S-8 dated May 21, 1991
                    401 (k) Plan;
          Registration Statement No. 333-38511 on Form S-8 dated October 22, 1997
                    Stock Incentive Plan of 1997;
          Registration Statement No. 333-56482 on Form S-8 dated March 2, 2001
                    Stock Option Plan for Option Holders of Shoreline Financial Corporation;
          Registration Statement No. 333-84862 on Form S-8 dated March 25, 2002
                    2001 Stock Purchase Plan for Subsidiary and Community Bank Directors;
          Registration Statement No. 333-109184 on Form S-3 dated September 26, 2003
                    Dividend Reinvestment Plan - Chemical Invest Direct;
          Registration Statement No. 333-110922 on Form S-8 dated December 4, 2003
                    Stock Option Plan for Option Holders of Caledonia Financial Corporation,

of our reports dated March 15, 2005, with respect to the consolidated financial statements of Chemical Financial Corporation, Chemical Financial Corporation's management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Chemical Financial Corporation, incorporated by reference in the 2004 Annual Report (Form 10-K).

We also consent to the incorporation by reference in the Registration Statement No. 333-84862 on Form S-8 dated March 25, 2002 of our report dated March 15, 2005, with respect to the financial statements of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors included in an Exhibit to the Annual Report (Form 10-K) for the year ended December 31, 2004.

s/ Ernst & Young LLP

March 15, 2005
Detroit, Michigan

EX-24

EXHIBIT NO. 24

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 18, 2004	/s/ J. Daniel Bernson
	(signature)
	J. Daniel Bernson

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 18, 2004	/s/ Nancy Bowman
	(signature)
	Nancy Bowman

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 16, 2004	/s/ James A. Currie
	(signature)
	James A. Currie

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 15, 2004	/s/ Michael L. Dow
	(signature)
	Michael L. Dow

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 20, 2004	/s/ Thomas T. Huff
	(signature)
	Thomas T. Huff

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 31, 2004	/s/ Terence F. Moore
	(signature)
	Terence F. Moore

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 14, 2004	/s/ Aloysius J. Oliver
	(signature)
	Aloysius J. Oliver

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 13, 2004	/s/ Frank P. Popoff
	(signature)
	Frank P. Popoff

LIMITED POWER OF ATTORNEY

          The undersigned, in his or her capacity as a director or officer, or both, of Chemical Financial Corporation, does hereby appoint Frank P. Popoff, David B. Ramaker and Lori A. Gwizdala, or any of them, his or her attorneys or attorney, with full power of substitution, to execute in his or her name an Annual Report of Chemical Financial Corporation on Form 10-K for its fiscal year ended December 31, 2004, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.

Dated:  December 29, 2004	/s/ Dan L. Smith
	(signature)
	Dan L. Smith

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David B. Ramaker, certify that:

1.	I have reviewed this annual report on Form 10-K for the year ended December 31, 2004 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	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
d)	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:  March 15, 2005

/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 annual report on Form 10-K for the year ended December 31, 2004 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	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
d)	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:  March 15, 2005

/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 capacity as an officer of Chemical Financial Corporation (the "Company") that the Annual Report of the Company on Form 10-K for the accounting period ended December 31, 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:  March 15, 2005	/s/ David B. Ramaker
	David B. Ramaker President and Chief Executive Officer

Dated:  March 15, 2005	/s/ Lori A. Gwizdala
	Lori A. Gwizdala Executive Vice President, Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to Chemical Financial Corporation and will be retained by Chemical Financial Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

EXHIBIT No. 99.1












Audited Financial Statements
With Report of Independent Registered Public Accounting Firm



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


December 31, 2004

Report of Independent Registered Public Accounting Firm

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

          We have audited the accompanying statements of financial condition of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors as of December 31, 2004 and December 31, 2003, and the related statements of income and changes in plan equity for the years ended December 31, 2004 and December 31, 2003, and for the period from March 25, 2002 to December 31, 2002. These financial statements are the responsibility of the Plan's Administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

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

          In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors at December 31, 2004 and December 31, 2003 and the results of its operations and changes in its plan equity for the years ended December 31, 2004 and December 31, 2003, and for the period from March 25, 2002 to December 31, 2002, in conformity with U.S. generally accepted accounting principles.

s/ Ernst & Young LLP
Detroit, Michigan

Date: March 15, 2005

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

Statements of Financial Condition

		December 31 2004	December 31 2003
Assets
Cash	$	884	$	704
Common stock receivable of Chemical
Financial Corporation, at market value - (6,579 shares    at a cost of $231,308 at December 31, 2004 and 7,368    shares at a cost of $219,555 at December 31, 2003)		267,239		255,349
Total Assets	$	268,123	$	256,053
Plan Equity
Plan equity (51 participants at December 31, 2004 and 45 participants at December 31, 2003)	$	268,123	$	256,053

See accompanying notes.

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

Statements of Income and Changes in Plan Equity

Additions	Year Ended December 31 2004			Year Ended December 31 2003		Period from March 25, 2002 to December 31, 2002
Participant contributions	$	227,925		$	214,900	$	189,650
Dividend equivalents and
fractional share interests		3,564			4,560		4,944
Transfer from prior plan (Note 1)		-			-		139,671
		231,489			219,460		334,265
Deductions
Plan distributions		255,431			202,601		138,942
		(23,942	)		16,859		195,323
Net unrealized appreciation
in fair value of common stock receivable		36,012			35,794		8,077
Net increase		12,070			52,653		203,400
Plan equity at beginning of period		256,053			203,400		-
Plan equity at end of period	$	268,123		$	256,053	$	203,400

See accompanying notes.

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

Notes to Financial Statements
December 31, 2004

Note 1 - Description of the Plan

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

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

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

Notes to Financial Statements (continued)
December 31, 2004

Note 1 - Description of the Plan (continued)

On March 25, 2002, a common stock receivable for 5,089 shares of the Corporation, with a market value of $138,942 and a cost basis of $119,237, and cash of $729 of the 1998 Stock Purchase Plan for Subsidiary Directors were transferred to the Plan. The 1998 Stock Purchase Plan for Subsidiary Directors had the same terms and provisions as the Plan. The Plan had 63,276 shares and 70,644 shares as of December 31, 2004 and 2003, respectively, of the Corporation's common stock available for future issuance, adjusted for the 5% stock dividend paid by the Corporation on January 24, 2003; and the 5% stock dividend declared on December 13, 2004 and paid on January 28, 2005.

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

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

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

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

Notes to Financial Statements (continued)
December 31, 2004

Note 2 - Summary of Accounting Policies

Valuation of Common Stock Receivable

Common stock receivable of the Corporation is recorded at the market value per share of the Corporation's common stock multiplied by the number of shares receivable at the valuation date. Market value is based on the closing bid price of the Corporation's common stock at year end ($40.62 per share at December 31, 2004 and $34.66 per share at December 31, 2003). The number of shares receivable and the closing bid price as of December 31, 2004 and December 31, 2003 were adjusted for the 5% stock dividend on the Corporation's common stock declared on December 13, 2004 and paid on January 28, 2005.

Income

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

Contributions

Contributions are accounted for on the accrual basis.

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

Notes to Financial Statements (continued)
December 31, 2004

Note 3 - Contributions

Contributions for participants by the participating companies were as follows:

Participating Company	Year Ended December 31, 2004		Year Ended December 31 2003		Period from March 25, 2002 to December 31 2002
Chemical Bank and Trust Co.	$	94,575	$	95,850	$	89,550
Chemical Bank Shoreline		62,850		52,000		27,700
Chemical Bank West		65,700		61,450		68,800
CFC Data Corp		-		800		2,800
CFC Financial Services, Inc.		2,400		2,400		400
CFC Title Services, Inc.		2,400		2,400		400
Total Participant Contributions	$	227,925	$	214,900	$	189,650