CHEMICAL FINANCIAL CORP (Form: S-8, Received: 03/25/2002 17:11:08)

Registration No. 333-____________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

Michigan (State or Other Jurisdiction of Incorporation or Organization)	38-2022454 (IRS Employer Identification Number)

333 E. Main Street, Midland, Michigan (Address of Principal Executive Offices)	48640 (Zip Code)

CHEMICAL FINANCIAL CORPORATION
2001 STOCK PURCHASE PLAN FOR SUBSIDIARY AND
COMMUNITY BANK DIRECTORS
(Full Title of the Plan)

Lori A. Gwizdala
Executive Vice President,
Chief Financial Officer and Treasurer
Chemical Financial Corporation
333 E. Main Street
Midland, Michigan 48640

Copies to:

Jeffrey A. Ott
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

(Name and Address of Agent for Service)

(989) 839-5358
(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)(3)	Proposed Maximum Aggregate Offering Price (2)(3)	Amount of Registration Fee
Common Stock, $1 par value	75,000 shares	$28.00	$2,100,000	$193.20

(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein, plus an indeterminate number of additional shares as may be required to be issued in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from a subdivision of such shares, the payment of stock dividends or certain other capital adjustments.

(2)	Estimated solely for the purpose of calculating the registration fee.

(3)	On March 18, 2002, the average of the high and low prices of the Common Stock of Chemical Financial Corporation as reported in the consolidated reporting system was $28.00 per share. The registration fee is computed in accordance with Rule 457(h) and (c).

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Registrant and the 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors (the "Plan") with the Securities and Exchange Commission are incorporated in this registration statement by reference:

(a) The Registrant's and the Plan's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

(b) All other reports filed by the Registrant and the Plan pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual reports referred to in (a) above; and

(c) The description of the Registrant's common stock, $1.00 par value, which is contained in the Registrant's Form 8-A registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interest of Named Experts and Counsel.

Not applicable.

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Item 6.

Indemnification of Directors and Officers.

Chemical Financial Corporation ("Chemical") is obligated under its Restated Articles of Incorporation to indemnify its directors, officers, employees and agents, and persons who serve or have served at the request of Chemical as directors, officers, employees, agents or partners of another corporation or other enterprise to the fullest extent permitted under the Michigan Business Corporation Act (the "MBCA").

Sections 561 through 571 of the MBCA contain provisions governing the indemnification of directors and officers by Michigan corporations. That statute provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that any such person has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and any action, suit or proceeding brought to enforce the mandatory indemnification provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount.

A determination that the person to be indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made in any of the following ways: (1) by a majority vote of a quorum of the

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board of directors who are not parties or threatened to be made parties to the action, suit or proceeding; (2) by a majority vote of a committee of not less than two disinterested directors; (3) by independent legal counsel; (4) by all "independent directors" not parties or threatened to be made parties to the action, suit or proceeding; or (5) by the shareholders.

An authorization for payment of indemnification may be made by the shareholders or: (a) the board of directors by (i) a majority vote of 2 or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, (ii) a majority vote of a committee of 2 or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, (iii) a majority vote of 1 or more "independent directors" who are not parties or threatened to be made parties to the action, suit or proceeding, or (iv) if the corporation lacks the appropriate persons for alternatives (i) through (iii), by a majority vote of the entire board of directors; or (b) the shareholders. Under the MBCA, Chemical may indemnify a director without a determination that the director has met the applicable standard of conduct unless the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the MBCA (which prohibits certain dividends, distributions and loans to insiders of the corporation), or intentionally committed a criminal act. A director may file for a court determination of the propriety of indemnification in any of the situations set forth in the preceding sentence.

Under the MBCA and its Restated Articles of Incorporation, Chemical must pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if the person furnishes to Chemical a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, which undertaking need not be secured.

The indemnification provisions of the MBCA are not exclusive of the rights to indemnification under a corporation's articles of incorporation or bylaws or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for under the MBCA continues as to a person who ceases to be a director, officer, employee, or agent.

The MBCA permits Chemical to purchase insurance on behalf of its directors, officers, employees, and agents against liabilities arising out of their positions with Chemical, whether or not such liabilities would be within the above indemnification provisions. Pursuant to this authority, Chemical maintains such insurance on behalf of its directors, officers, employees and agents.

Item 7.

Exemption from Registration Claimed.

Not applicable.

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Item 8.

Exhibits.

The following exhibits have been filed as part of this registration statement:

Exhibit Number	Document

4.1	Chemical's 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. Herein incorporated by reference.

4.2	Chemical's Bylaws, previously filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2001. Herein incorporated by reference.

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

5	Opinion of Warner Norcross & Judd LLP regarding legality of securities offered.

23.1	Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and incorporated herein by reference.

23.2	Consent of Ernst & Young LLP.

23.3	Consent of Crowe Chizek and Company LLP.

24	Powers of Attorney

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on March 25, 2002.

	CHEMICAL FINANCIAL CORPORATION


	By	/s/ David B. Ramaker
		David B. Ramaker President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date


*/s/ J. Daniel Bernson J. Daniel Bernson	Director	March 25, 2002


*/s/ James A. Currie James A. Currie	Director	March 25, 2002


*/s/ Michael L. Dow Michael L. Dow	Director	March 25, 2002


/s/ Lori A. Gwizdala Lori A. Gwizdala	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	March 25, 2002


*/s/ L. Richard Marzke L. Richard Marzke	Director	March 25, 2002

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*/s/ Terence F. Moore Terence F. Moore	Director	March 25, 2002


/s/ Aloysius J. Oliver Aloysius J. Oliver	Director and Chairman of the Board	March 25, 2002


*/s/ Alan W. Ott Alan W. Ott	Director	March 25, 2002


*/s/ Frank P. Popoff Frank P. Popoff	Director	March 25, 2002


/s/ David B. Ramaker David B. Ramaker	President, Chief Executive Officer and Director	March 25, 2002


*/s/ Lawrence A. Reed Lawrence A. Reed	Director	March 25, 2002


*/s/ Dan L. Smith Dan L. Smith	Director	March 25, 2002


*/s/ William S. Stavropoulos William S. Stavropoulos	Director	March 25, 2002

*By

/s/ Lori A. Gwizdala

Lori A. Gwizdala
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Document

4.1	Chemical's 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. Herein incorporated by reference.

4.2	Chemical's Bylaws, previously filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2001. Herein incorporated by reference.

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

5	Opinion of Warner Norcross & Judd LLP regarding legality of securities offered.

23.1	Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and incorporated herein by reference.

23.2	Consent of Ernst & Young LLP.

23.3	Consent of Crowe Chizek and Company LLP.

24	Powers of Attorney

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EXHIBIT 4.3

CHEMICAL FINANCIAL CORPORATION

2001 STOCK PURCHASE PLAN FOR SUBSIDIARY AND COMMUNITY BANK
DIRECTORS

1. Establishment of Plan; Purpose . Chemical Financial Corporation (the "Corporation") hereby establishes the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors (the "Plan"). The purpose of the Plan is to provide non-employee directors of subsidiaries and community banks of the Corporation with a convenient method of acquiring shares of the Corporation's common stock, $1.00 par value ("Common Stock"). The Board of Directors of the Corporation believes that increasing the financial interest in the Corporation of directors of the Corporation's subsidiaries and community banks will create a unity of purpose and identity, and will be beneficial to the growth of the Corporation and all of its corporate affiliates. Subject to appropriate adjustment as required in connection with any change in the capital structure of the Corporation, a maximum of 75,000 shares of Common Stock will be available under the Plan.

2. Eligibility . Any person who serves as a director or advisory director (such as Community Bank directors) of a corporation in which the Corporation owns, directly or indirectly, 50 percent or more of the combined voting power of that corporation's outstanding voting securities (a "Subsidiary") and who is not a director of the Corporation or an employee of the Corporation or of any Subsidiary (a "Subsidiary Director"), is eligible to participate in the Plan. A Subsidiary Director will be eligible to become a participant in the Plan on the first day of the individual's term as a Subsidiary Director.

3. Election to Participate . Subsidiary Directors may elect to participate in the Plan by signing a written election on a form provided by the Corporation for that purpose and submitting it to the Corporation, directed to the attention of the Corporation's Chief Financial Officer. The participant may elect to have either all or 50 percent of the income otherwise payable by a Subsidiary in cash to a director for (a) attendance at meetings of the board of directors of the Subsidiary or community bank and/or (b) attendance at meetings of committees of the board of directors of the Subsidiary or community bank (collectively, "Director's Fees") forwarded by the Subsidiary directly to the Corporation to be used to purchase shares of Common Stock. An election to participate in the Plan will be effective on the date indicated in the acknowledgment of commencement date issued to the participant by the Corporation. Depending upon each participant's election, either all or 50 percent of the Director's Fees otherwise payable to each participant will be held in an account by the Corporation on behalf of each participant (the "Participant Cash Accounts"). The Corporation will have no obligation to pay interest on the balances in Participant Cash Accounts.

4. Issuance of Shares . The amounts credited to Participant Cash Accounts each month will be used to purchase and applied against the purchase price of Common Stock. Each Participant Cash Account will be debited monthly. The purchase price for each share of

Common Stock will be the mean of the bid and asked prices of shares of Common Stock as quoted on The Nasdaq Stock Market national market securities system on the last business day of each calendar month ("Market Value"). Stock will be issued by the Corporation directly to the Plan participant once each calendar year in the month of January. The Company will maintain an account for each participant (the "Participant Stock Account") reflecting the number of shares of Common Stock deemed to have been purchased each month, and to be issued at year-end, calculated by dividing the balance of the Participant Cash Account on the last business day of each calendar month by the Market Value as of that date. No fractional shares will be purchased or issued; instead, any cash balance remaining in a Participant Cash Account after application toward the purchase of the maximum number of whole shares in a given month will be carried over and applied to the purchase price of Common Stock in the next calendar month. The share certificates will be issued once annually in the name of the Plan participant alone or, at the Plan participant's written election, in the joint names of the Plan participant and his or her spouse or to a trust created by the participant. Share certificates will be mailed to the Plan participant directly by Chemical Bank and Trust Company, as transfer agent for the Common Stock.

5. Termination of Participation; Vesting . A participant will cease to be eligible to participate in the Plan upon termination of service as a Subsidiary Director, whether by reason of death, resignation or otherwise. All cash in the Participant Cash Account as of the date of such termination will be returned to the participant, if living. If the participant is not then living, the balance in the Participant Cash Account will be paid by the Corporation directly to the participant's spouse, if living, or otherwise to the participant's estate. Participants may also voluntarily elect to cease participation in the Plan by giving written notice of withdrawal to the Corporation. After receipt of such written notice of withdrawal, the Corporation will return any balance in the Participant Cash Account to the withdrawing participant at the time share certificates are issued pursuant to Section 4. Upon termination of participation (whether by cessation of eligibility, death or voluntary withdrawal), any stock credited to the Participant Stock Account will be issued to the Plan participant alone or, at the Plan participant's written election, in the joint names of the Plan participant and his or her spouse or to a trust created by the participant. Share certificates will be mailed to the Plan participant directly by Chemical Bank and Trust Company, as transfer agent for the Common Stock. A participant who has withdrawn from participation in the Plan may, if otherwise eligible, again participate in the Plan by following the procedures specified in Section 3 above. The right to receive the balance of the Participant Cash Account and the right to receive shares of Common Stock represented by the Participant Stock Account will not be subject to forfeiture for any reason.

6. Administration . The Chief Financial Officer of the Corporation, with the assistance of the personnel officers of the Subsidiaries, will administer the Plan, will have full power and authority to interpret the provisions of the Plan, and will have full power and authority to supervise the administration of the Plan. All determinations, interpretations and selections made by the Chief Financial Officer regarding the Plan will be final, conclusive and binding on all parties, unless otherwise determined by the Board of Directors of the Corporation. All expenses of administration of the Plan will be paid by the Corporation.

7. Amendment; Termination . The Corporation reserves the right to amend the Plan prospectively or retroactively, in whole or in part, or to terminate the Plan at any time and

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from time to time, provided, that an amendment or termination may not reduce or revoke the balance of a Participant Cash Account or the number of shares of Common Stock accrued and the amounts represented by them in a Participant Stock Account as of the later of the date of adoption of the amendment or the effective date of the amendment or termination. Notice of any Plan amendment will be provided to all current Plan participants within thirty (30) days following the date of such amendment.

8. Notice . Any notice under this Agreement will be effective when delivered or when sent by certified mail, return receipt requested. The address of the Corporation for receipt of notices is 333 East Main Street, Midland, Michigan 48640, Attention: Chief Financial Officer. The address of participants for purposes of notices will be as specified in the election form submitted by each participant, or any changed address as to which a participant will have given notice to the Corporation in accordance with the terms of this Section.

9. Tax Consequences . Each Plan participant will receive annually a report on IRS Form 1099, reflecting the total amount of Director's Fees earned by such individual during the preceding calendar year. The amount indicated on the IRS Form 1099 will be the full amount of such fees, regardless of whether some or all of such fees have been applied to purchase Common Stock under the Plan. To the extent that amounts paid under the Plan are deemed to be net earnings from self-employment, each director will be responsible for any taxes payable under federal, state or local law. Plan participants are encouraged to seek their own tax and financial planning advice with respect to participation in the Plan.

10. Assignment . Amounts promised under the Plan will not be subject to assignment, conveyance, transfer, anticipation, pledge, alienation, sale, encumbrance or charge, whether voluntary or involuntary, by the participant, even if directed under a qualified domestic relations order or other divorce order. An interest in any amount will not provide collateral or security for a debt of a participant or be subject to garnishment, execution, assignment, levy or to another form of judicial or administrative process or to the claim of a creditor of a participant through legal process or otherwise. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or to otherwise dispose of benefits payable, before actual receipt of the benefits, or a right to receive benefits, will be void and will not be recognized. Any attempt to do so may be treated as an election to withdraw from participation in the Plan.

11. Source of Stock . Shares of Common Stock issued pursuant to the Plan will come from the authorized but unissued shares of the Corporation.

12. Adjustments For Dividends . If the Corporation should declare a cash or stock dividend or distribution on its issued and outstanding stock, the amount of any cash dividend will be credited to each Participant Cash Account, based upon the number of shares credited to each Participant Stock Account as of the record date for such dividend, and any stock dividend or distribution will be credited to each participant's Participant Stock Account, based upon the number of shares credited to each Participant Stock Account as of the record date for such dividend. The balances of the Participant Cash Accounts and the Participant Stock Accounts will be subject to such other adjustments as are appropriate and equitable in the circumstances upon any other change in the capital structure of the Corporation.

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13. Effective Date . The "Effective Date" of the Plan is December 31, 2001. Each Plan provision applies until the effective date of an amendment of that provision. It is intended that the Plan will continue the practice previously established under the Corporation's 1998 Stock Purchase Plan for Subsidiary Directors (the "1998 Plan"), and that no shares of Common Stock will be issued pursuant to the Plan until the share authorization under the 1998 Plan is exhausted. After the Effective Date, an election to participate in effect under the 1998 Plan will continue in effect on the same terms and serve as the initial election to participate under the Plan. If at the end of any full calendar year there is an excess of cash accumulated under the 1998 Plan relative to the number of shares available for issuance under the original share authorization of the 1998 Plan, such excess cash will be transferred to the Plan and accounts under the Plan will be established for each participant in the 1998 Plan with the same outstanding balances as were carried under the 1998 Plan at the end of such calendar year.

14. Miscellaneous . A participant will be an unsecured general creditor of the Corporation as to the payment of any benefit under the Plan. The right of any participant to be paid the amount promised in the Plan will be no greater than the right of any other general, unsecured creditor of the Company. Nothing contained in the Plan will be deemed to create a trust or fiduciary relationship of any kind for the benefit of any participant. This will be an unfunded plan within the meaning of the Internal Revenue Code of 1986, as amended. Benefits provided in the Plan constitute only an unsecured contractual promise to pay in accordance with the terms of the Plan by the Corporation.

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EXHIBIT 5 AND 23.1

Warner Norcross & Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

Telephone (616) 752-2000
Fax (616) 752-2500

March 25, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:

Chemical Financial Corporation
Registration Statement on Form S-8
Chemical Financial Corporation
2001 Stock Purchase Plan for Subsidiary and Community Bank Directors

Dear Sir or Madam:

We represent Chemical Financial Corporation, a Michigan corporation (the "Company"), with respect to the above-captioned registration statement on Form S-8 (the "Registration Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register 75,000 shares of the Company's common stock, $1 par value ("Common Stock").

As counsel for the Company, we are familiar with its Restated Articles of Incorporation and Bylaws and have reviewed the various proceedings taken by the Company to authorize the issuance of the Common Stock to be sold pursuant to the Registration Statement. We have also reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

On the basis of the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, any and all shares of Common Stock that are the subject of the Registration Statement will, when issued upon payment of the purchase price therefore to the Company, be validly issued, fully paid and nonassessable.

Securities and Exchange Commission
March 25, 2002
Page 2
________________________

We hereby consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 covering the Common Stock to be issued pursuant to the 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors.

	Very truly yours, WARNER NORCROSS & JUDD LLP


	By	/s/ Jeffrey A. Ott
		Jeffrey A. Ott A Partner

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors of our report dated January 22, 2002, with respect to the consolidated financial statements of Chemical Financial Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

	Ernst & Young LLP
	/s/ Ernst & Young LLP

March 25, 2002
Detroit, Michigan

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary and Community Bank Directors of our report dated January 31, 2001, with respect to the consolidated financial statements of Shoreline Financial Corporation included in the Annual Report (Form 10-K) of Chemical Financial Corporation for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

Crowe Chizek and Company LLP
s/Crowe Chizek and Company LLP

March 19, 2002
Grand Rapids, Michigan

EXHIBIT 24

LIMITED POWER OF ATTORNEY

The undersigned, in his or her capacity as director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint Aloysius J. Oliver, David B. Ramaker and Lori A. Gwizdala,, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation relating to shares of Common Stock to be issued pursuant to the Chemical Financial Corporation 2001 Stock Purchase Plan for Subsidiary Directors, any and all amendments and supplements to such Registration Statement and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

Dated: February 25, 2002	/s/ L. Richard Marzke
	L. Richard Marzke


	L. Richard Marzke
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 25, 2002	/s/ J. Daniel Bernson
	J. Daniel Bernson


	J. D. Bernson
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 25, 2002	/s/ James A. Currie
	James A. Currie


	James A. Currie
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 25, 2002	/s/ Michael L. Dow
	Michael L. Dow


	Michael L. Dow
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 25, 2002	/s/ Terence F. Moore
	Terence F. Moore


	Terence F. Moore
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 25, 2002	/s/ Alan W. Ott
	Alan W. Ott


	Alan W. Ott
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 28, 2002	/s/ Frank P. Popoff
	Frank P. Popoff


	Frank P. Popoff
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: March 2, 2002	/s/ Lawrence A. Reed
	Lawrence A. Reed


	Lawrence A. Reed
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 25, 2002	/s/ Dan L. Smith
	Dan L. Smith


	Dan L. Smith
	(Print Name)

LIMITED POWER OF ATTORNEY

Dated: February 25, 2002	/s/ William S. Stavropoulos
	William S. Stavropoulos


	William S. Stavropoulos
	(Print Name)