EXHIBIT 4.1

(As Amended Through December 18, 2000)

          1.          These Restated Articles of Incorporation are executed pursuant to the provisions of Sections 641-657, Act 284, Public Acts of 1972.

          2.          The present name of the Corporation is Chemical Financial Corporation; and the Corporation has had no other former name.

          3.          The date of filing the original Articles of Incorporation was August 27, 1973.

          4.          The following Restated Articles of Incorporation supersede the original Articles of Incorporation as amended, and shall be the Articles of Incorporation of the Corporation:

Article I

                    The name of the Corporation is CHEMICAL FINANCIAL CORPORATION

Article II

                    The purpose or purposes for which the Corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan.

Article III

                    The total authorized capital stock is 30,000,000 common shares, par value $1.00 per share.

Article IV

                    The address and mailing address of the current registered office are 333 East Main Street, Midland, Michigan 48640. The name of the current registered agent is Aloysius J. Oliver.

Article V

                    All of the powers of this Corporation, insofar as the same may be lawfully vested by these Articles of Incorporation, are hereby vested in and conferred upon the Board of Directors of this Corporation. In furtherance and not in limitation thereof, the Board of Directors is expressly authorized:

Article VI

                    Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

Article VII

                    Any action required or permitted under the Michigan Business Corporation Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consent in writing setting forth the action so taken is signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted.

Article VIII

EXHIBIT 4.2

BYLAWS

CHEMICAL FINANCIAL CORPORATION
(as amended through January 8, 2001)

ARTICLE I

OFFICES

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

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

ARTICLE II

SEAL

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

ARTICLE III

CAPITAL STOCK

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

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

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

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

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

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

ARTICLE IV

SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS

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

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

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

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

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

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

of the meeting; be subject to inspection by any shareholder during the whole time of the meeting; and be prima facie evidence as to who are the shareholders entitled to examine the list or vote at the meeting.

          4.07          QUORUM. Unless a greater or lesser quorum is required in the Articles of Incorporation or by the laws of the State of Michigan, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the outstanding shares of the corporation entitled to vote at the meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this Bylaw applies in determining the presence of a quorum of such class or series for transaction of such item of business.

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

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

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

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

ARTICLE V

DIRECTORS

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

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

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

          5.04          ANNUAL MEETING. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, or within three (3) days of such time excluding Sundays and legal holidays if such later time is deemed advisable, at the place where such meeting of the shareholders has been held or such other place as the Board may determine, for the purpose of election of officers and consideration of such business that may properly be brought before the

meeting; provided, that if less than a majority of the directors appear for an annual meeting of the Board of Directors the holding of such annual meeting shall not be required and the matters which might have been taken up therein may be taken up at any later special or annual meeting, or by consent resolution.

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

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

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

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

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

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

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

ARTICLE VI

NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING

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

          6.02          WAIVER OF NOTICE. Notice of the time, place and purpose of any meeting of shareholders, directors or committee of directors may be waived by telegram, radiogram, cablegram or other writing, either before or after the meeting, or in such other manner as may be permitted by

the laws of the State of Michigan. Attendance of a person at any meeting of shareholders, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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

ARTICLE VII

OFFICERS

          7.01          NUMBER. The Board of Directors shall elect or appoint a Chairman of the Board, a President, a Secretary, a Treasurer, and one or more Vice Presidents, Assistant Secretaries and/or Assistant Treasurers. The President and Chairman of the Board, if any, shall be members of the Board of Directors. Any two of the above offices, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify an instrument in more than one capacity.

          7.02          TERM OF OFFICE, RESIGNATION AND REMOVAL. An officer shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his resignation or removal. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. An officer may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer does not of itself create contract rights.

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

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

ARTICLE VIII

DUTIES OF OFFICERS

          8.01          CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the chief executive officer of the corporation and shall preside at all meetings of the shareholders and of the Board of Directors at which he is present. He shall see that all orders and resolutions of the Board are carried into effect, and he shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations which are held by the corporation.

          8.02          PRESIDENT. The President shall be the chief operating officer of the corporation and shall have the general powers of supervision and management over the day-to-day operations of the corporation. In the absence or disability of the Chairman of the Board, he also shall perform the duties and execute the powers of the Chairman of the Board as set forth in these Bylaws.

          8.03          VICE PRESIDENTS. The Vice Presidents, in order of their seniority, shall, in the absence or disability of the President, perform his duties and exercise his powers and shall perform such other duties as the Board of Directors or the President may from time to time prescribe.

          8.04          SECRETARY. The Secretary shall attend all meetings of the Board of Directors and of shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors. He shall keep in safe custody the seal of the corporation, and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature, or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of his duties, powers and authorities to one or more Assistant Secretaries, unless such delegation is disapproved by the Board.

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

          8.06          ASSISTANT SECRETARIES AND TREASURERS. The Assistant Secretaries, in the order of their seniority, shall perform the duties and exercise the powers and authorities of the Secretary in case of his absence or disability. The Assistant Treasurers, in the order of their

seniority, shall perform the duties and exercise the powers and authorities of the Treasurer in case of his absence or disability. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Board of Directors may prescribe.

ARTICLE IX

SPECIAL CORPORATE ACTS

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

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

ARTICLE X

BOOKS AND RECORDS

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

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

ARTICLE XI

INDEMNIFICATION

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

ARTICLE XII

AMENDMENTS

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

EXHIBIT 4.3

Recitals

          Chemical Financial Corporation (" Chemical ") is a party to a certain Agreement and Plan of Merger between Shoreline Financial Corporation (" Shoreline ") and Chemical dated as of August 21, 2000 (the " Plan of Merger "), pursuant to which Shoreline will be merged (the " Merger ") with and into Chemical.

          Shoreline has previously issued certain stock options under the Shoreline Financial Corporation Stock Incentive Plan of 1996 and the Shoreline Financial Corporation 1989 Stock Option Plan (collectively, the " Shoreline Plans "). Pursuant to the Plan of Merger, each Unexercised Option (as defined in the Plan of Merger) will become an option to purchase that number of shares of Chemical Common Stock, $1 par value (" Chemical Common Stock "), equal to the number of shares of Shoreline Common Stock subject to such Unexercised Option multiplied by the Exchange Ratio provided in the Plan of Merger (the " Exchange Ratio "), rounded to the nearest whole share of Chemical Common Stock.

          Chemical has agreed to honor such Unexercised Options according to their terms, and to register the shares acquired upon their exercise with the Securities and Exchange Commission. Chemical has adopted this Plan for the purpose of fulfilling those obligations.

          1.          Establishment of Plan. Chemical hereby establishes this Stock Option Plan for Option Holders of Shoreline Financial Corporation (the " Plan ") for the benefit of persons who were holders of Unexercised Options issued pursuant to the Shoreline Plans and who have had their options converted into options (" Options ") to purchase shares of Chemical Common Stock pursuant to the Plan of Merger. The Options will be held pursuant to the terms and conditions set forth herein. This Plan shall be known as the "Chemical Financial Corporation Stock Option Plan for Option Holders of Shoreline Financial Corporation."

          2.          Purpose of the Plan. The purposes of the Plan are to fulfill the conditions of Section 2.10 of the Plan of Merger and to preserve the availability of pooling of interests accounting for the Merger. This Plan shall on all occasions be interpreted, construed and implemented in a manner consistent with those purposes.

          3.          Incorporation of Shoreline Plans by Reference. Each Shoreline Plan is hereby assumed, adopted and incorporated in its entirety herein by reference and shall be deemed continued by Chemical, subject to the following:

          4.          Eligibility. Persons who are or were employees or directors of Shoreline and its affiliates and who hold Unexercised Options issued under either Shoreline Plan at the Effective Time (" Participants ") shall be the only recipients of Options under this Plan. No additional Options may be granted under this Plan.

          5.          Conversion of Unexercised Options. Upon consummation of the Merger, existing Unexercised Options under each Shoreline Plan shall automatically become Options to purchase Chemical Common Stock under this Plan and continue under their terms. Each such Unexercised Option shall become, at the Effective Time, an Option to purchase that number of shares of Chemical Common Stock equal to the number of shares of Shoreline Common Stock subject to such Unexercised Option multiplied by the Exchange Ratio (rounded to the nearest whole share). The exercise price per share under the Option shall be equal to the exercise price per share of the Shoreline Common Stock that was purchasable under each Unexercised Option, divided by the Exchange Ratio (rounded to the nearest whole cent).

          6.          Effective Date of Plan. This Plan shall take effect at the Effective Time of the Merger.

EXHIBIT 4.4

SHORELINE FINANCIAL CORPORATION
STOCK INCENTIVE PLAN OF 1996

SECTION 1

Establishment of Plan; Purpose of Plan

          1.1           Establishment of Plan . The Company hereby establishes the Stock Incentive Plan of 1996 (the "Plan") for its corporate and Subsidiary officers and other key management employees. The Plan permits the grant or award of Options, Restricted Stock and Tax Benefit 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 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. The Plan is further intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives.

          2.2           "Base Salary" means a Participant's total salary that would be paid to the Participant for a full year if the rate of salary in effect for such Participant at the date of grant of an Option were paid for a full year, regardless of whether such Participant has been or will be employed for the full year at that rate of salary.

indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company's then outstanding securities, or (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof (unless the election or nomination for election by the Company's shareholders of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such period);

          (b)           The Board has received any notice or other communication from any individual, corporation, partnership, joint venture or other entity expressing a desire to propose, negotiate or discuss any tender offer, exchange offer, merger, consolidation, sale of shares, sale of assets not in the ordinary course, or other business combination involving the Company or any Subsidiary ("Business Combination") and such notice, communication or proposal has not been withdrawn or terminated; or

          (c)           Public announcement by any individual, corporation, partnership, joint venture or other entity expressing an intent to seek any Business Combination and such announcement or intent has not been withdrawn or terminated.

          2.10           "Consensual Severance" means the voluntary termination of all employment by the Participant with the Company or any of its Subsidiaries which the Committee determines to be in the best interests of the Company.

          2.11           "Incentive Award" means the award or grant of an Option, Restricted Stock or Tax Benefit Right to a Participant under the Plan.

          2.12          "Market Value" of any security on any given date means: (a) if the security is listed for trading on The NASDAQ Stock Market or one or more national securities exchanges, the last reported sales price on the date in question, or if such security shall not have been traded on such principal exchange on such date, the last reported sales price on the first day prior thereto on which such security was so traded; (b) if the security is not so listed for trading but is traded in the over-the-counter market, the mean of highest bid and lowest asked prices for such security on the date in question, or if there are no such bid and asked prices for such security on such date, the mean of the highest bid and lowest asked prices on the first day prior thereto on which such prices existed; or (c) if neither (a) nor (b) is applicable, the value as determined by any means deemed fair and reasonable by the Committee, which determination shall be final and binding on all parties.

          2.13           "Normal Retirement" means the voluntary termination of all employment by a Participant after the Participant has attained 62 years of age, or such other age as shall be determined by the Committee in its sole discretion 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.

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

          2.15           "Participant" means the officers and other key management employees of the Company and its Subsidiaries who the Committee determines are eligible to participate in the Plan and who are designated to be granted an Incentive Award under the Plan.

          2.16           "Restricted Period" means the period of time during which Restricted Stock awarded under the Plan is subject to restrictions. The Restricted Period may differ among Participants and may have different expiration dates with respect to shares of Common Stock covered by the same Incentive Award.

          2.17           "Restricted Stock" means Common Stock awarded to a Participant under Section 6 of the Plan.

          2.18           "Subsidiary" means Shoreline Bank, and any other corporation of which fifty percent (50%) or more of the outstanding voting stock is directly or indirectly owned or controlled by the Company, or by one or more Subsidiaries.

          2.19           "Tax Benefit Right" means any right granted to a Participant under Section 7 of the Plan.

SECTION 3

Administration

          3.1           Power and Authority . The Committee shall administer the Plan, shall have full power and authority to interpret the provisions of the Plan, and shall have full power and authority to supervise 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 such times and places as it deems advisable. Action may be taken by a written instrument signed by all 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.

          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 the terms of the Plan, including, without limitation, the authority to: (a) determine whether and when Incentive Awards will be granted, the persons to be granted Incentive Awards, the amount of Incentive Awards to be granted to each person and the terms of the Incentive Awards to be granted; (b) determine and amend vesting schedules, if any; (c) permit delivery or withholding of stock in payment of the exercise price or to satisfy tax withholding obligations; and (d) waive any restrictions or conditions applicable to any Incentive Award. Incentive Awards shall be granted or awarded by the Committee, and Incentive Awards may be amended by the Committee consistent with the Plan, provided that no such amendment may become effective without the consent of the Participant, except to the extent that the amendment operates solely to the benefit of the Participant.

SECTION 4

Shares Subject to the Plan

          4.1           Number of Shares . Subject to adjustment as provided in subsection 4.2 of the Plan, a maximum of 50,000 shares of Common Stock shall be available for Incentive Awards under the Plan. Such shares shall be authorized and unissued 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 aggregate number and class of shares available for grants or awards under the Plan, together with the Option prices, award limits and other appropriate terms of this Plan, 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 Award, with an appropriate cash adjustment for the value of any Incentive Awards eliminated. If an Incentive Award is canceled, surrendered, modified, expired or terminated during the term of the Plan but prior to the exercise or

SECTION 5

Options

          5.1           Grant. A Participant may be granted one or more Options under the Plan. Options 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. The Committee may vary, among Participants and among Options granted to the same Participant, any and all of the terms and conditions of the Options granted under the Plan. Subject to subsection 5.6, the Committee shall have complete discretion in determining the number of Options granted to each Participant. The Committee may designate whether or not an Option is to be considered an incentive stock option as defined in Section 422(b) of the Code.

          5.2           Option Agreements . Each Option shall be evidenced by an Option agreement containing such terms and conditions, consistent with the provisions of the Plan, as the Committee from time to time determines.

          5.3           Option Price . Except for Options intended to qualify as incentive stock options, the per share Option price shall be determined by the Committee. Any Options intended to qualify as incentive stock options shall be equal to or greater than 100% of the Market Value on the date of grant. The date of grant of an Option shall be the date the Option is authorized by the Committee or a future date specified by the Committee as the date for issuing the Option.

          5.4           Medium And Time of Payment . The exercise price for each share purchased pursuant to an Option granted under the Plan shall be payable in cash or, if the Committee consents, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise). The time and terms of payment may be amended before or after exercise of an option (a) by the Committee in its sole discretion, if the terms of such amendment are more favorable to the Participant, or (b) in all other cases, with the consent of the Participant. The Committee may from time to time authorize payment of all or a portion of the Option price in the form of a promissory note or installments according to such terms as the Committee may approve. The Board may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.

          5.5           Options Granted to Ten Percent Shareholders . No 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 ten percent (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 Option provides an exercise price equal to at least one hundred ten percent (110%) of the Market Value of the Common Stock, and the exercise of the Option after the expiration of five years from the date of grant of the Option is prohibited by its terms.

          5.6           Limits on Grants . No Participant shall be granted, during any calendar year, Options to purchase more than 10,000 shares of Common Stock, subject to adjustment as provided in subsection 4.2 of the Plan. The purpose of this subsection 5.6 is to ensure that the Plan provides performance based compensation under Section 162(m) of the Code. This subsection 5.6 shall be interpreted or amended to achieve that purpose.

          5.7           Limits on Exercisability . Options shall be exercisable for such periods as may be fixed by the Committee. Options intended to qualify as incentive stock options shall have terms not to exceed ten years from the grant date. The Committee may in its discretion require a Participant to continue service with the Company and its Subsidiaries for a certain length of time prior to an Option becoming exercisable and may eliminate such delayed vesting provisions. The Committee may also vary, among Participants and among Options granted to the same Participant, any and all of the terms and conditions of Options granted under the Plan.

          5.8           Transferability .

                    (a)           General . Unless the Committee otherwise consents or unless the terms of the Option agreement provide otherwise, no Option granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. In addition, all Options granted to a Participant during the Participant's lifetime shall be exercisable during the Participant's lifetime only by such Participant, his guardian, or legal representative.

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

          5.9           Termination of Employment or Director or Officer Status .

                    (a)           General . If a Participant ceases to be employed by or ceases to be an officer of the Company or one of its Subsidiaries for any reason other than the Participant's death, disability, termination for cause, or any additional provision as determined by the Committee, the Participant may exercise an Option only for a period of 90 days after such termination of employment or officer status, but only to the extent the Participant was entitled to exercise the Option on the date of termination, unless the Committee otherwise consents or the terms of the Option agreement provide otherwise. For purposes of the Plan, the following shall not be deemed a termination of employment or termination as an officer: (i) a transfer of employment among the Company and its Subsidiaries; (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; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided the employee's right to reemployment is guaranteed either by statute or contract; or (iv) a termination of employment with continued service as an officer or director.

                    (b)           Death . If a Participant dies either while an employee or officer of the Company or one of its Subsidiaries or after the termination of employment other than for cause but during the time when the Participant could have exercised an Option under the Plan, the Option issued to such Participant shall be exercisable by the personal representative of such Participant or other successor to the interest of the Participant for a period of 90 days after the Participant's death, but only to the extent that the Participant was entitled to exercise the Option on the date of death or termination of employment, whichever first occurred, unless the Committee otherwise consents or the terms of the Option agreement provide otherwise.

                    (c)           Disability . If a Participant ceases to be an employee or officer of the Company or one of its Subsidiaries due to the Participant's disability, the Participant may exercise an Option for a period of one year following such termination of employment, but only to the extent the Participant was entitled to exercise the Option on the date of such event, unless the Committee otherwise consents or the terms of the Option agreement provide otherwise.

                    (d)           Additional Provisions in Option Agreements . The Committee may, in its sole discretion, provide provisions in any Option agreement entered into with a Participant permitting or by resolution approve the Participant to exercise any outstanding options upon termination due to Normal Retirement or Consensual Severance for a period of time after such termination as may be determined by the Committee, provided that (i) such period may not extend beyond the earlier of three (3) years after the date of termination or the date on which the Options expire by their terms, (ii) the Participant may exercise the Option only to the extent the Participant was entitled to exercise the Option on the date of termination, and (iii) the Participant shall have no further right to exercise any Options after termination due to Normal Retirement or Consensual Severance if the Committee determines the Participant has entered into Competition with the Company.

                    (e)           Termination For Cause . If a Participant is terminated for cause, the Participant shall have no further right to exercise any outstanding unexercised Option issued under the Plan.

                    (f)           Suspension of Exercisability . If the Participant receives notice from the Company that the Participant may be terminated for cause, the Participant shall have no right to exercise any Options previously granted for a period of sixty days from the receipt of such notice. If the Participant is terminated for cause within such sixty-day period, the Participant shall have no further right to exercise any Option previously granted. If the Participant is not terminated for cause within the sixty-day period, the provisions of the Option agreement and the Plan shall continue to apply to the exercisability of the Participant's Options.

SECTION 6

Restricted Stock

          6.1           Grant . A Participant may be granted Restricted Stock under the Plan. Restricted Stock 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. Restricted Stock shall be awarded on the condition that the Participant remain in the employ of the Company or one of its Subsidiaries during the Restricted Period. Such condition shall have no effect on the right of the Company or any Subsidiary to terminate the Participant's employment at any time. No payment is required from a Participant for an award of Restricted Stock.

          6.2           Restricted Stock Agreements . Each award of Restricted Stock shall be evidenced by a Restricted Stock agreement containing such terms and conditions, consistent with the provisions of the Plan, as the Committee from time to time determines.

          6.3           Termination of Employment or Director or Officer Status .

                    (a)          General . If a Participant ceases to be employed by the Company or one of its subsidiaries, or ceases to be an officer of the Company or one of its subsidiaries for any reason other than the Participant's death, disability, or any other additional provisions as determined by the Committee, then any shares of Restricted Stock still subject to restrictions on the date of such termination shall automatically be forfeited and returned to the Company. For purposes of the Plan, the following shall not be deemed a termination of employment or termination as an officer: (i) a transfer of employment among the Company and its Subsidiaries; (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; (iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided the employee's right to reemployment is guaranteed either by statute or contract; or (iv) a termination of employment with continued service as an officer or director.

                    (b)           Death or Disability . Unless the terms of the Restricted Stock agreement or grant provide otherwise, in the event a Participant terminates employment with the Company or any subsidiary because of death or disability during the Restricted Period, the restrictions applicable to the shares of Restricted Stock shall automatically vest as of the date of termination.

                    (c)           Additional Provisions as Determined by Committee . The Committee may, in its sole discretion, provide provisions in any Restricted Stock agreement permitting or by resolution approve vesting of all or part of any Restricted Stock awarded to a Participant upon termination due to Normal Retirement or Consensual Severance.

          6.4           Restrictions on Transferability .

                    (a)           General . Unless the Committee otherwise consents or unless the terms of the Restricted Stock agreement provide otherwise, shares of Restricted Stock shall not be sold, exchanged, transferred, pledged or otherwise disposed of by a Participant during the Restricted Period other than to the Company pursuant to subsection 6.3 or 6.4(b) or by will or the laws of descent and distribution.

                    (b)           Surrender to The Company . If any sale, exchange, transfer, pledge or other disposition, voluntary or involuntary, of Restricted Stock that has not vested shall be made or attempted during the Restricted Period, except as provided above in subsections 6.3 and 6.4(a), the Participant's right to the Restricted Stock shall immediately cease and terminate, and the Participant shall promptly forfeit and surrender to the Company all such Restricted Stock.

                    (c)           Other Restrictions . The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted Stock as the Committee deems advisable.

          6.5           Change in Control

                    (a)           Acceleration of Vesting . Subject to the provisions of Section 6.5(b), if a Change in Control of the Company shall occur, then all outstanding Restricted Stock shall immediately become fully vested and nonforfeitable.

                    (b)           Limitation on Change in Control Payments . In the Restricted Stock agreements entered into with a Participant, the Committee may, in its sole discretion, provide that if the acceleration of the vesting of Restricted Stock as provided in Section 6.5(a), together with any other payments that such Participant has the right to receive from the Company or any corporation that is a member of an "affiliated group" (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), the number of shares which shall become immediately fully vested and nonforfeitable under Section 6.5(a) may be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code.

          6.6           Rights as a Shareholder . During the Restricted Period, a Participant shall have all rights of a shareholder with respect to his Restricted Stock, including (a) the right to vote any shares at shareholders' meetings; (b) the right to receive, without restriction, all cash dividends paid with respect to such Restricted Stock; and (c) the right to participate with respect to such Restricted Stock in any stock dividend, stock split, recapitalization or other adjustment in the Common Stock of the Company or any merger, consolidation or other reorganization involving an increase or decrease or adjustment in the Common Stock of the Company. Any new, additional or different shares or other security received by the Participant pursuant to any such stock dividend, stock split,

          6.7           Deposit of Certificates; Legending of Restricted Stock .

                    (a)           Deposit of Certificates . Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall be registered in the name of the relevant Participant and deposited, together with a stock power endorsed in blank, with the Company. In the discretion of the Committee, any such certificates may be deposited in a bank designated by the Committee or delivered to the Participant. Certificates for shares of Restricted Stock that have vested shall be delivered to the Participant upon request within a reasonable period of time. The Participant shall sign all documents necessary or appropriate to facilitate such delivery.

                    (b)           Legend . Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:

This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement, and that provides for forfeiture upon certain events. A copy of that agreement is on file in the office of the Secretary of Shoreline Financial Corporation.

          6.8           Resale . The Participant shall agree not to resell or redistribute such Restricted Stock after the Restricted Period except upon such conditions as the Company may reasonably specify to ensure compliance with federal and state securities laws.

SECTION 7

Tax Benefit Rights

          7.1           Grant . A Participant may be granted Tax Benefit Rights under the Plan to encourage a Participant to exercise Options and provide certain tax benefits to the Company. A Tax Benefit Right entitles a Participant to receive from the Company or a Subsidiary a cash payment not to exceed the amount calculated by multiplying the ordinary income, if any, realized by the Participant for federal tax purposes as a result of the exercise of a non-qualified stock option, or the disqualifying disposition of shares acquired under an incentive stock option, by the maximum federal income tax rate (including any surtax or similar charge or assessment) for corporations, plus any other applicable state and local tax against which the Company is entitled to a deduction or credit by reason of exercise of the Option or the disqualifying disposition.

          7.2           Restrictions . A Tax Benefit Right may be granted only with respect to a stock option issued and outstanding or to be issued under the Plan and may be granted concurrently with or after the grant of the stock option. Such rights with respect to outstanding stock options shall be issued

          7.3          Terms and Conditions. The Committee shall determine the terms and conditions of any Tax Benefit Rights granted and the Participants to whom such rights will be granted with respect to stock options under the Plan or any other plan of the Company. The Committee may amend, cancel, limit the term of, or limit the amount payable under a Tax Benefit Right at any time prior to the exercise of the related stock option, unless otherwise provided under the terms of the Tax Benefit Right. The net amount of a Tax Benefit Right, subject to withholding, may be used to pay a portion of the stock option price, unless otherwise provided by the Committee.

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, and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards. The terms and conditions of the 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 deemed necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment of dividends 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. Unless the Committee determines otherwise, withholding may be satisfied by withholding 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 to comply with Rule 16b-3 under the Act.

          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 applicable laws, rules and regulations, and to the requirement that if at any time the Committee determines, in its sole discretion, that the listing, registration or qualification of the shares

          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 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           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.

          8.7           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 parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

SECTION 9

Effective Date and Duration of the Plan

          This Plan shall take effect May 1, 1996 subject to approval by the shareholders at the 1996 Annual Meeting of Shareholders, or any adjournment thereof or at a special meeting of shareholders. Unless earlier terminated by the Board of Directors, no Incentive Award shall be granted under this Plan after April 30, 2006.

SECTION 10

Termination and Amendment

          The Board may terminate the Plan at any time, or may from time to time amend the Plan, provided that without shareholder approval no such amendment may (a) materially increase the number of shares that may be issued under the Plan; or (b) impair any outstanding Incentive Award without the consent of the Participant, except according to the terms of the Incentive Award. No

EXHIBIT 4.5

SHORELINE FINANCIAL CORPORATION
1989 Stock Option Plan

          1.           Establishment of Plan . Shoreline Financial Corporation ("Shoreline") proposes to grant to the corporate officers and other key employees of Shoreline and its subsidiaries options to purchase shares of Shoreline's Common Stock, $1 par value ("Common Stock"), and authorize the granting of tax benefit rights. The options and rights will be granted pursuant to the plan set forth herein and known as the SHORELINE FINANCIAL CORPORATION 1989 STOCK OPTION PLAN (the "Plan").

          2.          Purpose of Plan . The purpose of the Plan is to provide officers and key management employees of Shoreline and its subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term performance and growth of Shoreline and its subsidiaries, to join the interests of such employees with the interests of Shoreline shareholders through the opportunity for increased stock ownership, and to attract and retain employees of exceptional ability. It is intended that certain options to be granted to employees under the Plan may not qualify and that certain options may qualify as "incentive stock options" as defined in Section 422A(b) of the Internal Revenue Code of 1986, as amended (the "Code") and the terms of the Plan shall be interpreted in accordance with the intention stated in the option agreement.

          3.          Shares Subject to Plan . A maximum of 50,000 shares of Common Stock (subject to adjustment in accordance with Paragraph 15 below) may be subject to the exercise of options granted under the Plan. Such shares shall be authorized shares and may be either unissued or treasury shares. If an option is canceled, surrendered, modified, exchanged for a substitute option, or expires or terminates during the term of the Plan but prior to the exercise of the option in full, the shares subject to but not delivered under such option shall be available for options subsequently granted.

          4.          Administration by Committee . The Plan shall be administered by the Stock Option Committee (the "Committee") consisting of four members of the Board of Directors of Shoreline who are not also employees of Shoreline. The Committee shall determine the persons to be granted options and rights, the amount of stock and rights to be optioned to each such person, and the terms of the options and rights to be granted. Options and rights shall be granted by the Committee and may be amended by the Committee consistent with the Plan, provided that no such amendment may become effective without the consent of the optionee except to the extent that such amendment operates solely to the benefit of the optionee. The Committee shall have full power and authority to interpret the provisions of the Plan and to supervise the administration of the Plan. All determinations and selections made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and places as it shall deem advisable. Action may be taken by a written instrument signed by all 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 may designate

          5.          Indemnification of Committee Members . Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by Shoreline 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.

          6.          Eligibility . Only corporate officers and other key employees of Shoreline or a subsidiary bank or other subsidiary corporation of Shoreline shall be eligible to participate in the Plan. The Committee shall determine whether or not a given individual is eligible to participate in the Plan. A person who has been granted an option or right under this Plan or any other stock option plan of Shoreline or any subsidiary bank or other subsidiary corporation may be granted additional options and rights. The term "subsidiary" shall, for purposes of this Plan, be defined in the same manner as such term is defined in Section 425(f) of the Code.

          7.          Option Price . The per share option price shall be equal to 100 percent of the market value on the date of grant. The date of grant of an option shall be the date as of which the option is authorized by the Committee. "Market value" shall equal the mean of the highest and lowest sale prices of the Common Stock reported on the NASDAQ system on the date of grant of the option, or on the last preceding date on which NASDAQ reported such sales of Common Stock if that date was within 30 days prior to the date of grant. If such sale prices are not available, market value shall be the mean between the bid and asked prices obtained from an independent broker for the date of grant or, if no such information is available for that date, the mean between the bid and asked prices for the Common Stock obtained from an independent broker for the last date for which such information was available, if that date was within 30 days prior to the date of grant of the option. If such information from an independent broker is not available, or if the Committee in its discretion determines that such information is for any reason not a reliable determination of the fair market value of the Company's Common Stock, the Committee shall determine the market value of the Common Stock as of the date of grant by taking into consideration Shoreline's then-current net worth, prospective earning power and dividend-paying capacity, and other relevant factors.

          8.          Options Granted to Ten Percent Stockholders . No option granted to any person who at the time of such grant owns more than 10 percent of the total combined voting power of all classes of stock of Shoreline or any of its subsidiaries may be designated as an incentive stock option, unless such option issued to such individual provides an exercise price equal to at least 110 percent of the market value of the Common Stock (as market value is defined in Paragraph 7), and the exercise of such option after the expiration of five years from the date of grant of the option is prohibited by its terms.

          9.          Limit on Grants . The maximum number of options first exercisable during any calendar year by a participant under this and all stock option plans of Shoreline and any parent or subsidiary corporations that can qualify as incentive stock options is specified in Section 422A(b)(7) of the Internal Revenue Code of 1986, as amended. As of the date of adoption of the Plan, that limit is an aggregate fair market value of $100,000. Options issued in excess of the applicable limit will not qualify as incentive stock options. In the event of the acceleration of vesting of incentive stock options for any reason, which acceleration causes any participant to exceed this limit, Shoreline may designate the shares to be treated as having been acquired under incentive stock options.

          10.          Tax Benefit Rights . The Committee may grant tax benefit rights to encourage participants to exercise their options and provide certain tax benefits to Shoreline. A tax benefit right shall entitle a participant to receive from Shoreline or a subsidiary a cash payment not to exceed the amount calculated by multiplying the ordinary income, if any, realized by the participant for federal tax purposes as a result of the exercise of a nonqualified stock option, or the disqualifying disposition of shares acquired under an incentive stock option, by the maximum federal income tax rate (including any surtax or similar charge or assessment) for corporations. A tax benefit right may be granted only with respect to a stock option issued and outstanding or to be issued under the Plan or any other plan of Shoreline or its subsidiaries which has been approved by the shareholders as of the date of this Plan and may be granted concurrently with or after the grant of the stock option. Such rights with respect to outstanding options shall be issued only with the consent of the participant if the effect would be to disqualify an incentive stock option, change the date of grant or the exercise price, or otherwise impair the participant's existing options. A stock option to which a tax benefit right has been attached shall not be exercisable by an officer subject to Section 16 of the Securities exchange [sic] Act of 1934 for a period of six months from the date of the grant of the tax benefit right. The Committee shall determine the terms and conditions of any tax benefit right granted and the participants to whom such rights will be granted with respect to options under the Plan or any other plan of Shoreline. The Committee may amend, cancel, limit the term of or limit the amount payable under a tax benefit right at any time prior to exercise of the related option. The net amount of a tax benefit right, subject to withholding, may be used to pay a portion of the option price unless otherwise provided by the Committee.

          11.          Terms of Options and Rights; Limits on Exercisability . Options and rights shall be evidenced by written agreements containing such terms and conditions, consistent with the provisions of this Plan, as the Committee shall from time to time determine. Options shall be exercisable for such periods as may be fixed by the Committee, not to exceed fifteen years from the grant thereof, but no option designated as an incentive stock option shall be exercisable after the expiration of ten years from the date of grant. At the time of the exercise of an option the option holder, if requested by the Committee, must represent to Shoreline that the shares are being acquired for investment and not with a view to the sale or distribution thereof. No option shall be exercisable within six months of the date of grant by a person who is an affiliate of Shoreline. The Committee may in its discretion require a participant to continue the participant's service with Shoreline and its subsidiaries for a certain length of time prior to the options becoming exercisable and may eliminate such delayed vesting provisions, subject to the

          Unless the option agreement provides otherwise, unexpired options with delayed vesting shall be immediately exercisable in their entirety in the event of a change of control. "Change in control" means a change in control after the date of grant of the option of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14a promulgated under the Securities Exchange Act of 1934, as amended, provided that, without limitation, such change in control shall be deemed to have occurred if during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors cease for any reason to constitute at least a majority thereof (unless the election or nomination for election by Shoreline shareholders of each new director was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of the period). If the option is an incentive stock option, the One Hundred Thousand Dollar ($100,000) limitation of Paragraph 10 shall not apply in the event of such acceleration, and any options in excess of the One Hundred Thousand Dollar ($100,000) vesting limitation under Section 422A of the Internal Revenue Code which had been incentive stock options shall be nonqualified stock options.

          12.          Medium and Time of Payment . The exercise price for each share purchased pursuant to an option granted under the Plan shall be payable in cash or, if the Committee consents, in shares of Common Stock (including Common Stock to be received upon a simultaneous exercise) or other consideration equivalent to cash. When appropriate arrangements are made with a broker or other institution, payment may be made by a properly executed exercise notice directing delivery of shares to a broker together with irrevocable instructions to the broker to promptly deliver to Shoreline the amount of sale or loan proceeds to pay the exercise price. The time and terms of payment may be amended with the consent of the participant before or after exercise of the option, but such amendment shall not reduce the option price. The Committee may from time to time authorize payment of all or a portion of the option price in the form of a promissory note or installments, with or without interest or security, according to such terms as the Committee may approve. The Board of Directors may restrict or suspend the power of the Committee to permit such loans and may require that adequate security be provided.

          13.          Transferability of Options and Rights . Options and rights granted under this Plan may not be transferred except by will or the laws of descent and distribution. During the lifetime of the participant, options and stock appreciation rights may be exercised only by that participant, the participant's guardian or the participant's legal representative.

          14.          Termination of Employment . If a participant is no longer employed by Shoreline or its subsidiaries for any reason other than the participant's death, disability, termination after a change in control as defined in Paragraph 11, or termination for cause, the participant may exercise options or stock appreciation rights for a period of three months after such termination of employment status, but only to the extent the participant was entitled to exercise the options or rights on the date of termination, unless the terms of such option or right provide otherwise. For purposes of the Plan the following shall not be deemed a termination of employment (a) a transfer of an employee from Shoreline to any subsidiary of Shoreline; (b) a leave of absence, duty authorized in writing by Shoreline, for military service or for any other purpose approved by Shoreline if the period of such leave does not exceed 90 days; and (c) a leave of absence in excess of 90 days, duly authorized in writing by Shoreline, provided that the employee's right to reemployment is guaranteed either by statute or contract, and (d) a termination of employment with continued service as a director.

          If a participant ceases to be employed by Shoreline or one of its subsidiaries due to the participant's termination after a change in control as defined in Paragraph 11, the participant may exercise an option during the remaining term of the option, but only to the extent that the participant was entitled to exercise the option on the date of such event, unless the terms of such option or right provide otherwise. A participant who terminates employment but continues to serve as a director of Shoreline or any of its subsidiary banks or other subsidiary corporations may exercise an option during the period of his or her directorship and up to three months after the termination of that directorship, unless the option or right earlier expires by its terms.

          If a participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code), either while an employee of Shoreline or after the termination of the participant's employment (other than for cause) but during the time when the participant could have exercised options under the Plan, options issued to the participant shall be exercisable by the participant, by the personal representative of such participant, or by any other successor to the interest of the participant for one year after such participant's disability or death, to the extent that the participant was entitled to exercise the option on the date of death or termination of employment, whichever first occurred, unless the terms of such option provide otherwise.

          If a participant is terminated for cause the participant shall have no further right to exercise any option previously granted.

          Nothing in the Plan or in any option or right shall interfere with or limit in any way the right of Shoreline or its subsidiaries to terminate a participant's employment at any time, nor confer upon any participant any right to continue in the employ of Shoreline or any of its subsidiaries.

          15.          Adjustments . If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock split, recapitalization, merger, reorganization, consolidation, combination or exchange of shares, the aggregate number and class of shares available under the Plan and subject to each option, together with the option prices, shall be appropriately adjusted. If any rights to purchase stock of Shoreline are granted by the Board of Directors as a dividend,

          16.          Tax Withholding . Shoreline or a subsidiary shall make such provisions as it shall deem appropriate for the withholding of any taxes determined to be required to be withheld in connection with the grant or exercise of options or tax benefit rights under the Plan or the disqualifying disposition of stock issued pursuant to incentive stock options granted under the Plan, including the withholding of Common Stock to be received upon exercise or delivery to Shoreline of previously owned Common Stock to satisfy the withholding requirement.

          17.          Applicability of Plan to Outstanding Stock Options . This Plan shall not affect the terms and conditions of any stock options or related rights heretofore granted to any employee of Shoreline or any subsidiary corporation of Shoreline under any other stock option plan, except that tax benefit rights may be granted as provided in this Plan.

          18.          Listing and Registration of Shares . Each option shall be subject 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 granting of such option or the issue or purchase of shares thereunder, such option may not be exercised in whole or in part 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.

          19.          Effective Date of Plan . The Plan shall take effect May 16, 1989, subject to approval by the shareholders at the 1989 Annual Meeting of Shareholders or any adjournment thereof or at a Special Meeting of Shareholders. Options granted hereunder shall not be exercisable prior to such shareholder approval and shall expire should the shareholders fail to approve the plan by February 22, 1990. Unless earlier terminated by the Board of Directors, the Plan shall terminate on the day immediately preceding the tenth anniversary of its approval by the shareholders. No option shall be granted under this Plan after such date.

          20.          Termination and Amendment . The Board of Directors 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 Shoreline, provided that no such amendment may (i) materially increase either the benefits to participants under the Plan or the number of shares that may be issued under the Plan, (ii) materially modify the eligibility requirements set forth in Paragraph 6, (iii) reduce the option price (except pursuant to adjustments under Paragraph 15), or (iv) impair any outstanding option without the consent of the participant, except according to the terms of the option.