Registration No. 333-____________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
STOCK OPTION PLAN FOR OPTION HOLDERS OF
CALEDONIA FINANCIAL CORPORATION
(Full Title of the Plan)

Lori A. Gwizdala
Executive Vice President and
Chief Financial Officer
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) 839-5350
(Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE


Title of
Securities to be
Registered



Amount to be
Registered


Proposed
Maximum
Offering Price
Per Share (3)
 


Proposed
Maximum
Aggregate
Offering Price (3)



Amount of
Registration Fee


Common Stock,
$1 par value

232,514 shares (1)

$17.10 (2)

$3,975,989.40 (2)

$321.66


(1)

In addition, pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers 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)

The book value of Caledonia Common Stock as of September 30, 2003 was $17.10. The registration fee is computed in accordance with Rule 457(f).




PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.          Incorporation of Documents by Reference.

                    The following documents filed with the Securities and Exchange Commission are incorporated in this registration statement by reference:

          (a)          The Registrant'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 pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above.

          (c)          The description of the Registrant's common stock, $1 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 (also referred to as "Chemical") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents.


Item 4.          Description of Securities.

                    Not applicable.


Item 5.          Interests of Named Experts and Counsel.

                    Not applicable.


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 or 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: (i) by a majority vote of a quorum of the board of directors who were not parties or threatened to be made parties to the action, suit or proceeding; (ii) if a quorum cannot be so obtained, by a majority vote of a committee of not less than two disinterested directors; (iii) by independent legal counsel; (iv) by all independent directors not parties or threatened to be made parties to the action, suit or proceeding; or (v) by the shareholders (excluding shares held by interested directors, officers, employees or agents). An authorization for payment of indemnification may be made by: (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


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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.

                    In certain circumstances, the MBCA further permits advances to cover such expenses before a final disposition of the proceeding, upon receipt of an undertaking, which need not be secured and which may be accepted without reference to the financial ability of the person to make repayment, by or on behalf of the director, officer, employee or agent to repay such amounts if it shall ultimately be determined that he or she has not met the applicable standard of conduct. If a provision in the articles of incorporation or bylaws, a resolution of the board or shareholders, or an agreement makes indemnification mandatory, then the advancement of expenses is also mandatory, unless the provision, resolution or agreement specifically provides otherwise.

                    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.


Item 8.          Exhibits.

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




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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 Stock Option Plan for Option Holders of Caledonia Financial Corporation.

4.4

The Caledonia Financial Corporation 1998 Stock Option Plan.

4.5

The Caledonia Financial Corporation 2000 Stock Option Plan.

4.6

The Caledonia Financial Corporation 2002 Stock Option Plan.

4.7

Form of Nonstatutory Stock Option Agreement of Caledonia Financial Corporation

5

Opinion of Warner Norcross & Judd LLP regarding the legality of the 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.

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

          (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



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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 that is incorporated by reference in the registration statement 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.

          (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 this 4th day of December, 2003.


 

CHEMICAL FINANCIAL CORPORATION

   
   
 

By

/s/ David B. Ramaker*

   

David B. Ramaker
President and Chief 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

 

   
     

 

J. Daniel Bernson

Director

__________ __, 2003

     
     

/s/ Nancy Bowman*

Nancy Bowman

Director

December 4, 2003

     
     

 

James A. Currie

Director

______ __, 2003

     
     

/s/ Michael L. Dow*

Michael L. Dow

Director

December 4, 2003

     
     

/s/ Lori A. Gwizdala

Lori A. Gwizdala

Executive Vice President,
Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)

December 4, 2003




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      Signature

      Title

Date

 

   
     

/s/ L. Richard Marzke*

L. Richard Marzke

Director

December 4, 2003

     
     

/s/ Terence Moore*

Terence F. Moore

Director

December 4, 2003

     
     

/s/ Aloysius J. Oliver*

Aloysius J. Oliver

Director and
Chairman of the Board

December 4, 2003

     
     

/s/ Frank P. Popoff*

Frank P. Popoff

Director

December 4, 2003

     
     

/s/ David B. Ramaker*

David B. Ramaker

President,
Chief Executive,
and Director

December 4, 2003

     
     

/s/ Dan L. Smith*

Dan L. Smith

Director

December 4, 2003

     

 

   

/s/ William S. Stavropoulos*

William S. Stavropoulos

Director

December 4, 2003



*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 Stock Option Plan for Option Holders of Caledonia Financial Corporation.

4.4

The Caledonia Financial Corporation 1998 Stock Option Plan.

4.5

The Caledonia Financial Corporation 2000 Stock Option Plan.

4.6

The Caledonia Financial Corporation 2002 Stock Option Plan.

4.7

Form of Nonstatutory Stock Option Agreement of Caledonia Financial Corporation

5

Opinion of Warner Norcross & Judd LLP regarding the legality of the 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.

24

Powers of Attorney












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EXHIBIT 4.3

CHEMICAL FINANCIAL CORPORATION

Stock Option Plan
For Option Holders of
Caledonia Financial Corporation

Recitals

          Chemical Financial Corporation (" Chemical ") is a party to a certain Agreement and Plan of Merger among Caledonia Financial Corporation (" Caledonia "), SWFC Acquisition Corporation Acquisition, a wholly owned subsidiary of Chemical (" MergerSub "), and Chemical dated as of September 25, 2003, pursuant to which MergerSub will be merged with and into Caledonia (the " Plan of Merger ").

          Caledonia has previously issued certain stock options under the Caledonia Financial Corporation 1998 Stock Option Plan, the Caledonia Financial Corporation 2000 Stock Option Plan, the Caledonia Financial Corporation 2002 Stock Option Plan, and certain Nonstatutory Stock Option Agreements between Caledonia and its directors (collectively, the " Caledonia 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 Caledonia Common Stock subject to such Unexercised Option multiplied by the Option 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, as amended by the Plan of Merger, 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 Caledonia Financial Corporation (the " Plan ") for the benefit of persons who were holders of Unexercised Options issued pursuant to the Caledonia Plans and who have had their Unexercised Stock Options converted into options to purchase shares of Chemical Common Stock (" Chemical Options ") pursuant to the Plan of Merger. The Chemical Options will be held pursuant to the terms and conditions set forth herein.

          2.           Purpose of the Plan. The purposes of the Plan are to fulfill the conditions of Section 2.6 of the Plan of Merger. This Plan will on all occasions be interpreted, construed and implemented in a manner consistent with those purposes.

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




          A.          References to " Caledonia, " the " Company, " or the " Corporation " in the Caledonia Plans will refer to Chemical.

          B.          The number of shares of Chemical Common Stock subject to this Plan will equal the aggregate number of shares of Chemical Common Stock which would have been received if all holders of Unexercised Options outstanding at the Effective Time of the merger (as defined in the Plan of Merger) (the " Effective Time ") had exercised all of their options immediately prior to the Effective Time.

          C.          The Compensation Committee of Chemical's Board of Directors will administer the Plan.

          D.          Other than as necessary to accomplish the conversion of Unexercised Options under the Caledonia Plans into Chemical Options under this Plan, no further Chemical Options or other awards will be granted under this Plan.

          4.          Eligibility. Persons who are or were employees or directors of Caledonia and/or its affiliates and who hold Unexercised Options issued under one of the Caledonia Plans at the Effective Time will be the only recipients of Chemical Options under this Plan. No additional Chemical Options will be granted under this Plan.

          5.          Conversion of Unexercised Options. Upon consummation of the merger, each Unexercised Option under a Caledonia Plan will automatically become a Chemical Option under this Plan and continue pursuant to its terms. At the Effective Time, an Unexercised Option will become an option to purchase that number of shares of Chemical Common Stock equal to the number of shares of Caledonia Common Stock subject to such Unexercised Option multiplied by the Exchange Ratio (rounded to the nearest whole share). The exercise price per share of each Unexercised Option will equal to the exercise price per share of the Caledonia Common Stock that was purchasable under that Unexercised Option, divided by the Exchange Ratio (rounded to the nearest whole cent).

          6.          Effective Date of Plan. This Plan will take effect at the Effective Time of the merger.











2

EXHIBIT 4.4

CALEDONIA FINANCIAL CORPORATION

1998 STOCK OPTION PLAN


          CALEDONIA FINANCIAL CORPORATION, a Michigan corporation (the "Company"), hereby establishes the Caledonia Financial Corporation 1998 Stock Option Plan ("Plan"), according to the following terms and conditions:

          1.          Definitions . The following terms as used herein shall have the following meanings:

                    (a)          "Board" shall mean the Board of Directors of the Company.

                    (b)          "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

                    (c)          "Shares" shall mean shares of the Company's common stock, par value $1.00 per share (or any other shares substituted therefore pursuant to Section 5(d) hereof).

                    (d)          "Employee(s)" shall mean those employees of the Company, a Parent or a Subsidiary designated from time to time by the Board.

                    (e)          "Incentive Stock Option(s)" shall mean a right to purchase Shares under this Plan which is intended to qualify as an incentive stock option under Section 422 of the Code (or any successor provision of the Code).

                    (f)          "Option(s)" shall mean Incentive Stock Options granted under this Plan.

                    (g)          "Subsidiary" shall mean any corporation in an unbroken chain of corporations beginning with the Company if, at the time of granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

                    (h)          "Parent" shall mean any corporation in an unbroken chain of corporations ending with the Company if, at the time of granting the Option, each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

                    (i)          "Option Holder(s)" shall mean Employees holding Incentive Stock Options and as set forth in Section 4(f) of this Plan.




          2.          Plan . The Company may grant an Employee one or more Options to purchase Shares in accordance with the terms and conditions of this Plan, provided such grant is in connection with the Employee's employment with the Company, a Parent or a Subsidiary.

          3.          Aggregate Number of Shares . Subject to the provisions of Section 5(d) hereof, the Shares with respect to which Options may be granted under this Plan and which may be issued upon the exercise thereof shall not exceed, in the aggregate, fifty thousand (50,000) Shares.

          4.          Options . The Board shall determine the dates on which Options are granted, the number of Shares subject to each Option, the Option prices, how and when Options may be exercised and the duration of Options.

          (a)          Option Agreement . All Options shall be evidenced by an agreement ("Grant of Option") in such form as shall be determined from time to time by the Board and shall in any event be subject to the terms and conditions of this Plan.

          (b)          Option Price . The option price (the "Option Price") for each Share which is subject to an Option shall not be less than 100% of each Share's fair market value on the date the Option is granted; provided, however, that if an Option is granted to a person who owns more than 10% of the total combined voting power of the stock of the Company or of a Parent corporation or a Subsidiary corporation determined pursuant to the Code and the regulations thereunder (a "10% Shareholder"), then the Option Price per share shall be at least 110% of its fair market value on the date the Option is granted. The Board shall act in good faith to determine the fair market value of Shares subject to Options. Fair market value shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse.

          (c)          Aggregate Fair Market Value . The aggregate fair market value (determined at the time an Option is granted) of Shares with respect to which Options are exercisable for the first time by any Option Holder during any calendar year (under all plans of the Company, its Parent and any Subsidiary) shall not exceed $100,000 calculated pursuant to the Code.

          (d)          Grant of Options . No Option shall be granted under this Plan more than ten (10) years from the date this Plan is adopted or the date this Plan is approved by the Company's shareholders, whichever is earlier.

          (e)          Term of Options . No Option shall be exercisable more than ten (10) years after it is granted. For any grant of an Option to a l0% Shareholder (at the time of the grant), no Option shall be exercisable more than ten (10) years after it is granted.

          (f)          Exercise of Options . Options shall be exercised by written notice to the Company (to the attention of the Company's President or if the Option Holder is the President, to the Company's Secretary) accompanied by payment of the Option Price, with payment being made in cash pursuant to the terms set forth in the Grant of Option. At all times during the period beginning on the date of the granting of the Option and



2

ending on the day three (3) months before the date of such exercise of an Option, such Option Holder shall have been an Employee. In the case of an Employee who is disabled (within the meaning of Code Section 22(e)(3) or successor legislation), this three (3) month period shall be one (1) year. An Option may be exercisable after the death of an Employee provided the transferee of such Option receives such Option pursuant to the requirements of Code Section 422(b)(5). An Option may be exercised at any time or from time to time prior to expiration of the term unless otherwise specified in this Plan or in the Grant of Option.

          (g)          Disposition of Shares . With respect to any Shares acquired by an Employee through the exercise of an Option, to be eligible to qualify as an "Incentive Stock Option" under Section 422 of the Code, the Employee shall not cause or allow a disposition (as defined in Section 424(c) of the Code) of such Shares for the later of:

                              (i)          two (2) years from the date the applicable Option was granted; or

                              (ii)          one (1) year after the transfer of such Shares to the Employee.

          5.          Additional Provisions .

          (a)          Additional Conditions . The Board may, at the time of granting any Option, include such additional conditions, provisions and limitations in the Grant of Option as the Board shall deem advisable, provided they do not conflict with the Code with respect to any grant of an Incentive Stock Option.

          (b)          Listing, Registration, Compliance With Laws and Regulations . If at any time the Board shall determine, in its sole discretion, that the listing, registration, or qualification of Shares subject to an Option is required under any securities exchange or under any state or federal law or regulation, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition to or in connection with the granting of such Option or the issuance or purchase of Shares thereunder, no Option may be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board, and the Option Holder shall supply the Company with such certificates, representations, and information as the Company shall request and shall otherwise cooperate with the Company in obtaining such listing, registration, qualification, consent or approval. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal or state regulatory requirements to reduce the period during which any Option may be exercised, the Board may, in its sole discretion and without the Option Holder's consent, reduce such period on not less than 15 days prior written notice to the Option Holder.

          (c)          Non-Transferability . Any Option granted under this Plan cannot be:

          (i)          transferred by the Option Holder, other than by will or by the laws of descent and distribution; or


3

          (ii)          exercised by anyone other than the Option Holder during the Option Holder's lifetime.

          (d)          Adjustment for Changes in Common Stock . In the event of a reorganization, recapitalization, stock split, spin-off, stock dividend, reclassification, subdivision or combination of Shares, merger, consolidation, rights offering, or any other change with respect to Shares or the corporate structure of the Company, the Board shall make such equitable adjustment as it, in its sole discretion, deems appropriate in the number and character of Shares subject to outstanding Options and/or in the applicable Option Prices; provided, however, that no such adjustment shall give the Option Holder any additional benefits under any Option. This provision shall be interpreted so as to comply with Code Section 424(a) or successor legislation.

          (e)          Loans . Subject to the sole discretion of the Board, the Company may loan the Option Holder funds (on such terms as the Board deems appropriate) to finance the exercise of any Option.

          (f)          Taxes . The Company shall be entitled, if necessary or desirable, to withhold (or secure payment from the Plan participant in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to any amount payable and/or share issuable under this Plan, and the Company may defer such payment or issuance unless indemnified to its satisfaction.

          6.          Condition Precedent . As a condition precedent to the Option Holder's exercise of any Option, legal counsel for the Company shall have determined, to its satisfaction, that the sale of Shares to the Option Holder is exempt from registration under all applicable state and federal securities laws and does not violate any such laws and does not require any filing with any state or the federal government. The Option Holder may be required by the Board to deliver information necessary to make such determination.

          7.          Administration . This Plan shall be administered by the Board. The Board shall have full power to construe and interpret this Plan and Options granted under this Plan, to establish and amend rules for the Plan's administration, to grant Options, and to correct any defect or omission or reconcile any inconsistency in this Plan or in any Option to the extent the Board deems desirable to put this Plan or any Option into effect. All actions taken by the Board pursuant to this Plan shall be binding and conclusive on all persons interested in this Plan.

          8.          Termination and Amendment . The Board at any time may suspend or terminate this Plan and/or make such additions or amendments to this Plan as it deems advisable, except that the Board may not, without further approval by the Company's shareholders: (a) increase the maximum number of Shares as to which Options may be granted under this Plan, except pursuant to Section 5(d) hereof; (b) extend the term of this Plan; (c) change the amount of or method of determining the minimum Option Price pursuant to Section 4(b) hereof, except pursuant to Section 5(d) hereof; (d) change the class of persons to whom Options may be granted under this Plan; or (e) make any changes which require Company shareholder approval as


4

provided in Code Section 422(b)(1) or successor legislation. Suspension or termination of this Plan shall not affect any outstanding Options, all of which shall remain in force and be exercisable pursuant to the terms of this Plan and the applicable Grant of Option.






















5

EXHIBIT 4.5

CALEDONIA FINANCIAL CORPORATION

2000 STOCK OPTION PLAN

          1.          Purpose . The purpose of the Caledonia Financial Corporation 2000 Stock Option Plan (this "Plan") is to advance the interests of Caledonia Financial Corporation, a Michigan corporation (the "Corporation"), and its subsidiaries by providing a larger personal and financial interest in the success of the Corporation and its subsidiaries to employees and directors upon whose judgment, interest and special efforts the Corporation and its subsidiaries are dependent for the successful conduct of its and their operations and to enable the Corporation and its subsidiaries to attract and retain key employees and directors.

          2.          Participants . Options may be granted under this Plan to any employee or director of the Corporation and its subsidiaries. The employees and directors of the Corporation and its subsidiaries to whom options are granted and the terms of such options shall be determined by the Board of Directors. A grantee may hold more than one option. Nothing contained in this Plan, nor in any option granted pursuant to this Plan, shall confer upon any employee or director any right to the continuation of his or her employment or directorship nor limit in any way the right of the Corporation or its subsidiaries to terminate such employment or directorship at any time. As used herein, the term "subsidiary" shall mean any present or future entity that is controlled by the Corporation, directly or through one or more intermediaries.

          3.          Effectiveness and Termination of Plan . This Plan shall become effective upon approval thereof by the shareholders of the Corporation at a meeting held, among other things, for such purpose. The adoption date of this Plan shall be February 22, 2000, the date of its adoption by the Board of Directors of the Corporation. This Plan shall terminate on the earliest of: (i) ten (10) years from its adoption date; (ii) when all shares of Common Stock (as defined in Section 4 hereof) that may be issued under this Plan shall have been issued through exercise of options granted under this Plan; or (iii) at any earlier time that the Board of Directors may determine. Any option outstanding under this Plan at the time of its termination shall remain in effect in accordance with its terms and conditions and those of this Plan.

          4.          Common Stock . The aggregate number of shares of common stock, without par value, of the Corporation (the "Common Stock") that may be issued under this Plan shall consist of 6,000 shares, subject to further adjustment as provided in Section 7 hereof. Such number of shares may be set aside out of the authorized but unissued shares of Common Stock of the Corporation not reserved for any other purpose or out of shares of Common Stock acquired by the Corporation. All or any shares of Common Stock subjected under this Plan to an option that, for any reason, is canceled, terminates, lapses or expires unexercised as to such shares may again be subjected to an option under this Plan.




          5.          Types of Options and Terms and Conditions .

          (a)          Options granted under this Plan shall be in the form of: (i) incentive stock options ("Incentive Stock Options") as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); or (ii) options not qualifying under Section 422 of the Code ("Nonstatutory Stock Options").

          (b)          Options may be granted at any time and from time to time prior to the termination of this Plan. Except as hereinafter provided, all options granted pursuant to this Plan shall be subject to the following terms and conditions:

          (i)          Price . The purchase price of the shares of Common Stock issuable upon exercise of options granted under this Plan shall be not less than 100% of the fair market value of the Common Stock on the date of the grant of the option. For purposes of this Plan, "fair market value" of the Common Stock shall mean: (A) the mean between the closing high bid and low asked prices as reported by the National Association of Securities Dealers Automated Quotation System (or, if not so reported, by the system then regarded as the most reliable source of such quotation); or (B) if the Common Stock is quoted in the domestic over-the-counter market, but there are not reported quotations on the given date, the value determined pursuant to (A) above using the reported quotations on the last previous date on which so reported; or (C) if neither of the foregoing clauses apply, the price determined in good faith by the Board of Directors.

The purchase price shall be paid in full at the time of such purchase, in: (A) cash; (B) shares of Common Stock of the Corporation valued at the fair market value of the Common Stock on the date of purchase; or (C) any combination of cash and Common Stock. Notwithstanding the foregoing, the Board of Directors may, in order to prevent any possible violation of law, require the purchase price to be paid in cash and further provide that the right to deliver Common Stock in payment of the purchase price may be limited or denied in any Option Agreements (as defined in Section 11 hereof). The purchase price shall be subject to adjustment, but only as provided in Section 7 hereof.

          (ii)          Duration and Exercise of Options . Options may be granted for terms of up to but not exceeding ten (10) years from the date the particular option is granted. Options shall be exercisable as provided by the Board of Directors at the time of grant thereof.

          (iii)          Termination of Employment or Service as a Director . Upon the termination of the grantee's employment or service as a director, his or her rights to exercise an option shall be only as follows:

          (1)          Death, Disability or Retirement . If the grantee's employment or service as a director is terminated by reason of death or disability (as described in Section 22(e)(3) of the Code), the grantee or the



2

grantee's estate may, within one (1) year following such termination, exercise the option with respect to only such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which the grantee was either an employee or director of the Corporation or any subsidiary. If the grantee's employment or service as a director is terminated by reason of retirement, the grantee or the grantee's estate (in the event of the grantee's death after such termination) may, within three (3) months following such termination, exercise the option with respect to only such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which the grantee was either an employee or director of the Corporation or any subsidiary. For purposes of this Plan, "retirement" shall mean termination of employment or service as a director with the Corporation and/or its subsidiaries on or after the grantee's 65th birthday or the grantee's 60th birthday if the grantee has completed ten (10) years of service with the Corporation and/or its subsidiaries.

          (2)          Other Reasons . If the grantee ceases to be an employee or director for any reason other than those provided above under "Death, Disability or Retirement," the grantee or the grantee's estate (in the event of the grantee's death after such termination) may, within the one (1) month period following such termination, exercise the option with respect to only such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which the grantee was either an employee or director of the Corporation or any subsidiary.

          (3)          General . Notwithstanding the foregoing, no option shall be exercisable in whole or in part: (A) after the termination date provided in the option; or (B) except as provided in the second paragraph of Section 10, for one (1) year following the date the option was granted. A grantee's "estate" shall mean the grantee's legal representatives upon the grantee's death or any person who acquires the right under the laws of descent and distribution to exercise an option by reason of the grantee's death.

          (iv)          Transferability of Option . Except as otherwise provided herein, options shall be transferable only by will or the laws of descent and distribution and shall be exercisable during the grantee's lifetime only by him or her. An option and all rights thereunder shall terminate immediately if the holder attempts to or does sell, assign, transfer, pledge, hypothecate or otherwise dispose of the option or any rights thereunder to any person except as permitted herein.

          (v)          Other Terms and Conditions . Options may also contain such other provisions, which shall not be inconsistent with any of the foregoing terms, as the Board of Directors shall deem appropriate.


3

          (c)          Incentive Stock Options granted pursuant to this Plan shall be subject to all the terms and conditions included in subsection (b) and to the following terms and conditions:

          (i)          No Incentive Stock Option shall be granted to an individual who is not an employee of the Corporation or a "subsidiary corporation" as defined in Section 424(f) of the Code;

          (ii)          No Incentive Stock Option shall be granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation unless the grant complies with the requirements of Section 422(c)(5) of the Code;

          (iii)          The aggregate fair market value (determined as of the date the option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any grantee during any calendar year (under all plans of the Corporation) shall not exceed $100,000 or such other amount as may subsequently be specified by the Code; provided that, to the extent that such limitation is exceeded, any excess options (as determined by the Code) shall be deemed to be Nonstatutory Stock Options; and

          (iv)          No Incentive Stock Option may be granted under this Plan if such grant; together with any applicable prior grants that are Incentive Stock Options within the meaning of Section 422(b) of the Code, would exceed any maximum established under the Code for incentive stock options that may be granted to an individual employee.

          6.          Rights of a Shareholder . A recipient of an option shall have no rights as a shareholder with respect to any shares issuable or transferable upon exercise thereof until the date of issuance of a stock certificate for such shares. Except as otherwise provided pursuant to Section 7 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such stock certificate.

          7.          Adjustment of and Changes in Common Stock . In the event that the shares of Common Stock of the Corporation, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or if the number of such shares of Common Stock shall be increased through the payment of a stock dividend or a dividend on the shares of Common Stock of rights or warrants to purchase securities of the Corporation shall be made, then there shall be substituted for or added to each share of Common Stock theretofore appropriated or thereafter subject or that may become subject to an option under this Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of the Corporation shall be so changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be, and references herein to the Common Stock shall be deemed to be references to any such stock or other


4

securities as appropriate. Outstanding options shall also be appropriately amended as to price and other terms as may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding shares of the Common Stock of the Corporation, or of any stock or other securities into which such Common Stock shall have been changed or for which it shall have been exchanged, then if the Board of Directors shall, in its sole discretion, determine that such change equitably requires an adjustment in any option theretofore granted or that may be granted under this Plan, such adjustments shall be made in accordance with such determination. Fractional shares resulting from any adjustment in options pursuant to this Section 7 may be settled in cash or otherwise as the Board of Directors shall determine. Notice of any adjustment shall be given by the Corporation to each holder of an option that shall have been so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Plan. Any options granted or which may be granted pursuant to this Plan, and which such options are or are intended to be Incentive Stock Options within the meaning of Section 422 of the Code, shall, to the extent it is reasonably feasible to do so (determined in the sole discretion of the Board of Directors), be adjusted or modified pursuant to this Section 7 in a manner which will allow such options to continue to be classified as Incentive Stock Options within the meaning of Section 422 of the Code or successor legislation.

          8.          Securities Act Requirements . No option granted pursuant to this Plan shall be exercisable in whole or in part, and the Corporation shall not be obligated to sell any shares of Common Stock subject to any such option, if such exercise and sale would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (or other Federal or State statutes having similar requirements), as in effect at that time. Each option shall be subject to the further requirement that, if at any time the Board of Directors shall determine in its discretion that the listing or qualification of the shares of Common Stock subject to such option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares thereunder, such option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors.

          9.          Withholding . Appropriate provision (which may, in accordance with rules determined by the Board of Directors, include the election by the grantee to have the Corporation withhold from the Common Stock to be issued upon exercise of an option a number of shares having an aggregate fair market value that would satisfy the withholding amount due or to deliver to the Corporation shares of Common Stock already owned having such aggregate fair market value to satisfy the withholding amount) shall be made for all taxes required to be withheld from shares of Common Stock issued under this Plan under the applicable laws or other regulations of any governmental authority, whether federal, state or local, and domestic or foreign. To that end, the Corporation may at any time take such steps as it may deem necessary or appropriate (including sale or retention of shares) to provide for payment of such taxes.

          10.          Administration and Amendment of Plan . The Board of Directors from time to time may adopt rules and regulations for carrying out this Plan. The interpretation and construction by the Board of Directors of any provision of this Plan or any option granted


5

pursuant hereto shall be final and conclusive. No member of the Board of Directors shall be liable for any action or determination made in good faith with respect to this Plan or any option granted pursuant thereto. The Board of Directors may from time to time make such changes in and additions to this Plan as it may deem proper and in the best interests of the Corporation, without further action on the part of the shareholders of the Corporation except as required by law, regulation or by the rules of the principal trading market of the Corporation's Common Stock at that time; provided, however, that, unless the shareholders of the Corporation shall have first approved thereof: (i) except as provided in Section 7 hereof, the total number of shares of Common Stock subject to this Plan shall not be increased and the minimum purchase price shall not be changed; (ii) no option shall be exercisable more than ten (10) years after the date it is granted; and (iii) the expiration date of this Plan shall not be extended.

The Board of Directors shall have the power, in the event of any disposition of substantially all of the assets of the Corporation, its dissolution or of any consolidation or merger of the Corporation with and into any other corporation, to amend all outstanding options to permit the exercise of all such options prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness. If the Board of Directors shall exercise such power, all options then outstanding and subject to such requirement shall be deemed to have been amended to permit the exercise thereof in whole or in part by the grantee at any time or from time to time as determined by the Board of Directors prior to the effectiveness of such transaction and such options shall be deemed to terminate upon such effectiveness.

          11.          Miscellaneous .

          (a)          Separate Plan . This Plan is separate and independent from any other stock option plan or similar plan of the Corporation.

          (b)          Option Agreements . Options granted hereunder shall be evidenced by option agreements ("Option Agreements") containing such terms and conditions as the Board of Directors shall establish from time to time consistent with this Plan. Option Agreements need not be identical but each Option Agreement shall contain, without limitation, language including the substance of the following provisions:

          (i)          Number of Shares and Exercise Price . Each Option Agreement shall state the number of shares to which it pertains and the exercise price therefor.

          (ii)          Exercise of Options . Options may be exercised only in accordance with the terms of each Option Agreement which shall include the period of time during which the option may be exercised.

          (iii)          Method of Exercise and Payment of Purchase Price . An option may be exercised, as to all or part of the shares covered by the option, by the grantee delivering to the Board of Directors: (A) a written notice identifying the option being exercised, stating the number of shares being purchased and enclosing payment to the Corporation of the purchase price for the number of



6

shares being exercised; and (B) such items as the Corporation may reasonably request. If the option is being exercised by any person or persons other than the grantee, the written notice exercising the option shall be accompanied by appropriate proof of the right of such person or persons to exercise the option.

          (iv)          Additional Terms and Conditions . The Board of Directors may specify such additional terms and conditions as it deems appropriate.

          (c)          Loans . Subject to the sole discretion of the Board of Directors, the Corporation may loan the grantee funds to finance the exercise of any option.

          (d)          Governing Law . This Plan and the Option Agreements shall be interpreted and enforced in accordance with the laws of the State of Michigan.

          IN WITNESS WHEREOF, this Plan has been executed by the Corporation effective as of the 22 nd day of February, 2000.


 

CALEDONIA FINANCIAL CORPORATION

   
   
 

By:

/s/ Larry D. Stauffer

   

Larry D. Stauffer

 

Its:

Chairman of the Board












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EXHIBIT 4.6

CALEDONIA FINANCIAL CORPORATION

2002 STOCK OPTION PLAN

          1.          Purpose . The purpose of the Caledonia Financial Corporation 2002 Stock Option Plan (this "Plan") is to advance the interests of Caledonia Financial Corporation, a Michigan corporation (the "Corporation"), and its subsidiaries by providing a larger personal and financial interest in the success of the Corporation and its subsidiaries to employees and directors upon whose judgment, interest and special efforts the Corporation and its subsidiaries are dependent for the successful conduct of its and their operations and to enable the Corporation and its subsidiaries to attract and retain key employees and directors.

          2.          Participants . Options may be granted under this Plan to any employee or director of the Corporation and its subsidiaries: The employees and directors of the Corporation and its subsidiaries to whom options are granted and the terms of such options shall be determined by the Board of Directors. A grantee may hold more than one option. Nothing contained in this Plan, nor in any option granted pursuant to this Plan, shall confer upon any employee or director any right to the continuation of his or her employment or directorship nor limit in any way the right of the Corporation or its subsidiaries to terminate such employment or directorship at any time. As used herein, the term "subsidiary" shall mean any present or future entity that is controlled by the Corporation, directly or through one or more intermediaries.

          3.          Effectiveness and Termination of Plan . This Plan shall become effective upon approval thereof by the shareholders of the Corporation at a meeting held, among other things, for such purpose. The adoption date of this Plan shall be January 22, 2002, the date of its adoption by the Board of Directors of the Corporation. This Plan shall terminate on the earliest of: (i) ten (10) years from its adoption date; (ii) when all shares of Common Stock (as defined in Section 4 hereof) that may be issued under this Plan shall have been issued through exercise of options granted under this Plan; or (iii) at any earlier time that the Board of Directors may determine. Any option outstanding under this Plan at the time of its termination shall remain in effect in accordance with its terms and conditions and those of this Plan.

          4.          Common Stock . The aggregate number of shares of common stock, without par value, of the Corporation (the "Common Stock") that may be issued under this Plan shall consist of 50,000 shares, subject to further adjustment as provided in Section 7 hereof. Such number of shares may be set aside out of the authorized but unissued shares of Common Stock of the Corporation not reserved for any other purpose or out of shares of Common Stock acquired by the Corporation. All or any shares of Common Stock subjected under this Plan to an option that, for any reason, is canceled, terminates, lapses or expires unexercised as to such shares may again be subjected to an option under this Plan.





          5.          Types of Options and Terms and Conditions .

                    (a)          Options granted under this Plan shall be in the form of (i) incentive stock options ("Incentive Stock Options") as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); or (ii) options not qualifying under Section 422 of the Code ("Nonstatutory Stock Options").

                    (b)          Options may be granted at any time and from time to time prior to the termination of this Plan. Except as hereinafter provided, all options granted pursuant to this Plan shall be subject to the following terms and conditions:

          (i)          Price . The purchase price of the shares of Common Stock issuable upon exercise of options granted under this Plan shall be not less than 100% of the fair market value of the Common Stock on the date of the grant of the option. For purposes of this Plan, "fair market value" of the Common Stock shall mean: (A) the mean between the closing high bid and low asked prices as reported by the National Association of Securities Dealers Automated Quotation System (or, if not so reported, by the system then regarded as the most reliable source of such quotation); or (B) if the Common Stock is quoted in the domestic over-the-counter market, but there are not reported quotations on the given date, the value determined pursuant to (A) above using the reported quotations on the last previous date on which so reported; or (C) if neither of the foregoing clauses apply, the price determined in good faith by the Board of Directors.

The purchase price shall be paid in full at the time of such purchase, in: (A) cash; (B) shares of Common Stock of the Corporation valued at the fair market value of the Common Stock on the date of purchase; or (C) any combination of cash and Common Stock. Notwithstanding the foregoing, the Board of Directors may, in order to prevent any possible violation of law, require the purchase price to be paid in cash and further provide that the right to deliver Common Stock in payment of the purchase price may be limited or denied in any Option Agreements (as defined in Section 11 hereof). The purchase price shall be subject to adjustment, but only as provided in Section 7 hereof.

          (ii)          Duration and Exercise of Option . Options may be granted for terms of up to but not exceeding ten (10) years from the date the particular option is granted. Options shall be exercisable as provided by the Board of Directors at the time of grant thereof.

          (iii)          Termination of Employment or Service as a Director . Upon the termination of the grantee's employment or service as a director, his or her rights to exercise an option shall be only as follows:

          (1)          Death, Disability or Retirement . If the grantee's employment or service as a director is terminated by reason of death or disability (as described in Section 22(e)(3) of the Code), the grantee or the



2

grantee's estate may, within one (1) year following such termination, exercise the option with respect to only such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which the grantee was either an employee or director of the Corporation or any subsidiary. If the grantee's employment or service as a director is terminated by reason of retirement, the grantee or the grantee's estate (in the event of the grantee's death after such termination) may, within three (3) months following such termination, exercise the option with respect to only such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which the grantee was either an employee or director of the Corporation or any subsidiary. For purposes of this Plan, "retirement" shall mean termination of employment or service as a director with the Corporation and/or its subsidiaries on or after the grantee's 65th birthday or the grantee's 60th birthday if the grantee has completed ten (10) years of service with the Corporation and/or its subsidiaries.

          (2)          Other Reasons . If the grantee ceases to be an employee or director for any reason other than those provided above under "Death, Disability or Retirement," the grantee or the grantee's estate (in the event of the grantee's death after such termination) may, within the one (1) month period following such termination, exercise the option with respect to only such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which the grantee was either an employee or director of the Corporation or any subsidiary.

          (3)          General . Notwithstanding the foregoing, no option shall be exercisable in whole or in part: (A) after the termination date provided in the option; or (B) except as provided in the second paragraph of Section 10, for one (1) year following the date the option was granted. A grantee's "estate" shall mean the grantee's legal representatives upon the grantee's death or any person who acquires the right under the laws of descent and distribution to exercise an option by reason of the grantee's death.

          (iv)          Transferability of Option . Except as otherwise provided herein, options shall be transferable only by will or the laws of descent and distribution and shall be exercisable during the grantee's lifetime only by him or her. An option and all rights thereunder shall terminate immediately if the holder attempts to or does sell, assign, transfer, pledge, hypothecate or otherwise dispose of the option or any rights thereunder to any person except as permitted herein.

          (v)          Other Terms and Conditions . Options may also contain such other provisions, which shall not be inconsistent with any of the foregoing terms, as the Board of Directors shall deem appropriate.



3

                    (c)          Incentive Stock Options granted pursuant to this Plan shall be subject to all the terms and conditions included in subsection (b) and to the following terms and conditions:

          (i)          No Incentive Stock Option shall be granted to an individual who is not an employee of the Corporation or a "subsidiary corporation" as defined in Section 424(f) of the Code;

          (ii)          No Incentive Stock Option shall be granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation unless the grant complies with the requirements of Section 422(c)(5) of the Code;

          (iii)          The aggregate fair market value (determined as of the date the option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any grantee during any calendar year (under all plans of the Corporation) shall not exceed $100,000 or such other amount as may subsequently be specified by the Code; provided that, to the extent that such limitation is exceeded, any excess options (as determined by the Code) shall be deemed to be Nonstatutory Stock Options; and

          (iv)          No Incentive Stock Option may be granted under this Plan if such grant, together with any applicable prior grants that are Incentive Stock Options within the meaning of Section 422(b) of the Code, would exceed any maximum established under the Code for incentive stock options that may be granted to an individual employee.

          6.          Rights of a Shareholder . A recipient of an option shall have no rights as a shareholder with respect to any shares issuable or transferable upon exercise thereof until the date of issuance of a stock certificate for such shares. Except as otherwise provided pursuant to Section 7 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such stock certificate.

          7.          Adjustment of and Changes in Common Stock . In the event that the shares of Common Stock of the Corporation, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation or of another corporation (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or if the number of such shares of Common Stock shall be increased through the payment of a stock dividend or a dividend on the shares of Common Stock of rights or warrants to purchase securities of the Corporation shall be made, then there shall be substituted for or added to each share of Common Stock theretofore appropriated or thereafter subject or that may become subject to an option under this Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of the Corporation shall be so changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be, and references herein to the Common Stock shall be deemed to be references to any such stock or other securities as appropriate. Outstanding options shall also be appropriately amended as to price and


4

other terms as may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding shares of the Common Stock of the Corporation, or of any stock or other securities into which such Common Stock shall have been changed or for which it shall have been exchanged, then if the Board of Directors shall, in its sole discretion, determine that such change equitably requires an adjustment in any option theretofore granted or that may be granted under this Plan, such adjustments shall be made in accordance with such determination. Fractional shares resulting from any adjustment in options pursuant to this Section 7 may be settled in cash or otherwise as the Board of Directors shall determine. Notice of any adjustment shall be given by the Corporation to each holder of an option that shall have been so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Plan. Any options granted or which may be granted pursuant to this Plan, and which such options are or are intended to be Incentive Stock Options within the meaning of Section 422 of the Code, shall, to the extent it is reasonably feasible to do so (determined in the sole discretion of the Board of Directors), be adjusted or modified pursuant to this Section 7 in a manner which will allow such options to continue to be classified as Incentive Stock Options within the meaning of Section 422 of the Code or successor legislation.

          8.          Securities Act Requirements . No option granted pursuant to this Plan shall be exercisable in whole or in part, and the Corporation shall not be obligated to sell any shares of Common Stock subject to any such option, if such exercise and sale would, in the opinion of counsel for the Corporation, violate the Securities Act of 1933 (or other Federal or State statutes having similar requirements), as in effect at that time. Each option shall be subject to the further requirement that, if at any time the Board of Directors shall determine in its discretion that the listing or qualification of the shares of Common Stock subject to such option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares thereunder, such option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors.

          9.          Withholding . Appropriate provision (which may, in accordance with rules determined by the Board of Directors, include the election by the grantee to have the Corporation withhold from the Common Stock to be issued upon exercise of an option a number of shares having an aggregate fair market value that would satisfy the withholding amount due or to deliver to the Corporation shares of Common Stock already owned having such aggregate fair market value to satisfy the withholding amount) shall be made for all taxes required to be withheld from shares of Common Stock issued under this Plan under the applicable laws or other regulations of any governmental authority, whether federal, state or local, and domestic or foreign. To that end, the Corporation may at any time take such steps as it may deem necessary or appropriate (including sale or retention of shares) to provide for payment of such taxes.

          10.          Administration and Amendment of Plan . The Board of Directors from time to time may adopt rules and regulations for carrying out this Plan. The interpretation and construction by the Board of Directors of any provision of this Plan or any option granted pursuant hereto shall be final and conclusive. No member of the Board of Directors shall be


5

liable for any action or determination made in good faith with respect to this Plan or any option granted pursuant thereto. The Board of Directors may from time to time make such changes in and additions to this Plan as it may deem proper and in the best interests of the Corporation, without further action on the part of the shareholders of the Corporation except as required by law, regulation or by the rules of the principal trading market of the Corporation's Common Stock at that time; provided, however, that, unless the shareholders of the Corporation shall have first approved thereof: (i) except as provided in Section 7 hereof, the total number of shares of Common Stock subject to this Plan shall not be increased and the minimum purchase price shall not be changed; (ii) no option shall be exercisable more than ten (10) years after the date it is granted; and (iii) the expiration date of this Plan shall not be extended.

The Board of Directors shall have the power, in the event of any disposition of substantially all of the assets of the Corporation, its dissolution or of any consolidation or merger of the Corporation with and into any other corporation, to amend all outstanding options to permit the exercise of all such options prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness. If the Board of Directors shall exercise such power, all options then outstanding and subject to such requirement shall be deemed to have been amended to permit the exercise thereof in whole or in part by the grantee at any time or from time to time as determined by the Board of Directors prior to the effectiveness of such transaction and such options shall be deemed to terminate upon such effectiveness.

          11.          Miscellaneous .

                    (a)          Separate Plan . This Plan is separate and independent from any other stock option plan or similar plan of the Corporation.

                    (b)          Option Agreements . Options granted hereunder shall be evidenced by option agreements ("Option Agreements") containing such terms and conditions as the Board of Directors shall establish from time to time consistent with this Plan. Option Agreements need not be identical but each Option Agreement shall contain, without limitation, language including the substance of the following provisions:

          (i)          Number of Shares and Exercise Price . Each Option Agreement shall state the number of shares to which it pertains and the exercise price therefor.

          (ii)          Exercise of Options . Options may be exercised only in accordance with the terms of each Option Agreement which shall include the period of time during which the option maybe exercised.

          (iii)          Method of Exercise and Payment of Purchase Price . An option may be exercised, as to all or part of the shares covered by the option, by the grantee delivering to the Board of Directors: (A) a written notice identifying the option being exercised, stating the number of shares being purchased and enclosing payment to the Corporation of the purchase price for the number of shares being exercised; and (B) such items as the Corporation may reasonably



6

request. If the option is being exercised by any person or persons other than the grantee, the written notice exercising the option shall be accompanied by appropriate proof of the right of such person or persons to exercise the option.

          (iv)          Additional Terms and Conditions . The Board of Directors may specify such additional terms and conditions as it deems appropriate.

                    (c)          Loans . Subject to the sole discretion of the Board of Directors, the Corporation may loan the grantee funds to finance the exercise of any option.

                    (d)          Governing Law . This Plan and the Option Agreements shall be interpreted and enforced in accordance with the laws of the State of Michigan.

          IN WTTNESS WHEREOF, this Plan has been executed by the Corporation effective as of the 22 nd day of January, 2002.


 

CALEDONIA FINANCIAL CORPORATION

   
   
 

By:

/s/ Larry D. Stauffer

   

Larry D. Stauffer

 

Its:

Chairman of the Board














7

EXHIBIT 4.7

FORM OF NONSTATUTORY STOCK OPTION AGREEMENT
CALEDONIA FINANCIAL CORPORATION

          THIS NONSTATUTORY STOCK OPTION AGREEMENT (the "Agreement") is made as of this _____day of _____________ between Caledonia Financial Corporation, a Michigan corporation (the "Company"), and _______________ (the "Option Holder").

          WHEREAS, the Company recognizes that the Option Holder is a member of the Company's Board of Directors and as such, has the authority to make decisions which significantly impact the financial performance of the Company;

          WHEREAS, the Company wishes to align the interests of the Option Holder-with those of shareholders;

          WHEREAS, on ____________ (the "Grant Date"), the Company's Board of Directors (the "Board") granted Nonstatutory Stock Options to the Option Holder; and

          WHEREAS, the parties desire to document in writing the terms of the Nonstatutory Stock Option grant.

          NOW THEREFORE, the parties agree as follows:

          1.          Grant of Options. The Company has granted _____ Nonstatutory Stock Options to the Option Holder (the "Options"). Once vested, each Option is exercisable at a price of $____ (the ''Option Price") per share of the Company's common stock, such amount being the fair market value of each Share of the Company's common stock as of the Grant Date.

          2.          Vesting . Options are not exercisable until they vest. Except as otherwise provided herein, no Options shall vest prior to the first anniversary of the Grant Date. On the first anniversary of the Grant Date, ___ [1/3] Options shall become vested and exercisable. On the second anniversary of the Grant Date, ___ [1/3] Options shall become vested and exercisable. On the third anniversary of the Grant Date, ___ [1/3] Options shall become vested and exercisable.

          In the event of a Change of Control of the Company (as defined in the Company's 1998 Stock Option Plan), the Option Holder's Disability, within the meaning of Internal Revenue Code Section 22(e)(3), or the Option Holder's death or "retirement" (as defined below), all Options shall immediately vest and become fully exercisable.

          3.          Expiration of Options . Unless otherwise determined by the Board, to the extent not previously exercised, the Options will expire on the earlier of ten years after the Grant Date or as described in Section 4 below.

          4.          Termination of Service as a Director . Upon the termination of the grantee's service as a director, his or her rights to exercise an option shall be only as follows:

                    (A)          Death, Disability or Retirement . If the grantee's service as a director is terminated by reason of death or disability (as described in Section 22(e)(3) of the Code), the



grantee or the grantee's estate may, within one (1) year following such termination, exercise the option. If the grantee's service as a director is terminated by reason of retirement, the grantee or the grantee's estate (in the event of the grantee's death after such termination) may, within three (3) months following such termination, exercise the option. For purposes of this Plan, "retirement" shall mean termination of service as a director with the Company and/or its subsidiaries on or after the grantee's 65th birthday or the grantee's 60th birthday if the grantee has completed ten (10) years of service with the Company and/or its subsidiaries.

                    (B)          Other Reasons . If the grantee ceases to be a director for any reason other than those provided above under "Death, Disability or Retirement," the grantee or the grantee's estate (in the event of the grantee's death after such termination) may, within the one (1) month period following such termination, exercise the option with respect to only such number of shares of Common Stock as to which the right of exercise had accrued on or before the last day on which the grantee was either a director of the Company or any subsidiary.

                    (C)          General . Notwithstanding the foregoing, no option shall be exercisable in whole or in part: (A) more than 10 years after the Grant Date; or (B) except as provided in the second paragraph of Section 10, for one (1) year following the date the option was granted. A grantee's "estate" shall mean the grantee's legal representatives upon the grantee's death or any person who acquires the right under the laws of descent and distribution to exercise an option by reason of the grantee's death.

          5.          Transferability of Option . Except as otherwise provided herein, options shall be transferable only by will or the laws of descent and distribution and shall be exercisable during the grantee's lifetime only by him or her. An option and all rights thereunder shall terminate immediately if the holder attempts to or does sell, assign, transfer, pledge, hypothecate or otherwise dispose of the option or any rights thereunder to any person except as permitted herein.

          6.          Rights of a Shareholder . A recipient of an option shall have no rights as a shareholder with respect to any shares issuable or transferable upon exercise thereof until the date of issuance of a stock certificate for such shares. Except as otherwise provided pursuant to Section 7 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such stock certificate.

          7.          Adjustment of and Changes in Common Stock . In the event that the shares of Common Stock of the Company, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another Company (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise) or if the number of such shares of Common Stock shall be increased through the payment of a stock dividend or a dividend on the shares of Common Stock of rights or warrants to purchase securities of the Company shall be made, then there shall be substituted for or added to each share of Common Stock theretofore appropriated or thereafter subject or that may become subject to an option under this Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of the Company shall be so changed, or for which each such share shall be exchanged, or to which each such share shall be entitled, as the case may be, and references herein to the Common Stock shall be deemed to be references to any


2

such stock or other securities as appropriate. Outstanding options shall also be appropriately amended as to price and other terms as may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding shares of the Common Stock of the Company, or of any stock or other securities into which such Common Stock shall have been changed or for which it shall have been exchanged, then if the Board of Directors shall, in its sole discretion, determine that such change equitably requires an adjustment in any option theretofore granted or that may be granted .under this Plan, such adjustments shall be made in accordance with such determination. Fractional shares resulting from any adjustment in options pursuant to this Section 7 may be settled in cash or otherwise as the Board of Directors shall determine. Notice of any adjustment shall be given by the Company to each holder of an option that shall have been so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Agreement.

          8.          Securities Act Requirements . No option granted pursuant to this Agreement shall be exercisable in whole or in part, and the Company shall not be obligated to sell any shares of Common Stock subject to any such option, if such exercise and sale would, in the opinion of counsel for the Company, violate the Securities Act of 1933 (or other Federal or State statutes having similar requirements), as in effect at that time. Each option shall be subject to the further requirement that, if at any time the Board of Directors shall determine in its discretion that the listing or qualification of the shares of Common Stock subject to such option under any securities exchange requirements or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares thereunder, such option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors.

          9.          Withholding . Appropriate provision (which may, in accordance with rules determined by the Board of Directors, include the election by the grantee to have the Company withhold from the Common Stock to be issued upon exercise of an option a number of shares having an aggregate fair market value that would satisfy the withholding amount due or to deliver to the Company shares of Common Stock already owned having such aggregate fair market value to satisfy the withholding amount) shall be made for all taxes required to be withheld from shares of Common Stock issued under this Agreement under the applicable laws or other regulations of any governmental authority, whether federal, state or local, and domestic or foreign. To that end, the Company may at any time take such steps as it may deem necessary or appropriate (including sale or retention of shares to provide for payment of such taxes.

          10.          Administration and Amendment of Agreement . The Board of Directors from time to time may adopt rules and regulations for carrying out this Agreement. The interpretation and construction by the Board of Directors of any provision of this Agreement or any option granted pursuant hereto shall be final and conclusive. No member of the Board of Directors shall be liable for any action or determination made in good faith with respect to this Agreement or any option granted: pursuant thereto. The Board of Directors may from time to time make such changes in and additions to this Agreement as it may deem proper and in the best interests of the Company, without the consent of the Option Holder provided, however, that: (i) except as provided in Section 7 hereof, the total number of shares of Common Stock


3

subject to this Agreement and the minimum purchase price shall not be changed; and (ii) no option shall be exercisable more than ten (10) years after the date it is granted.

          The Board of Directors shall have the power, in the event of any disposition of substantially all of the assets of the Company, its dissolution or of any consolidation or merger of the Company with and into any other corporation, to amend all outstanding options to permit the exercise of all such options prior to the effectiveness of any such transaction and to terminate such options as of such effectiveness. If the Board of Directors shall exercise such power, all options then outstanding and subject to such requirement shall be deemed to have been amended to permit the exercise thereof in whole or in part by the grantee at any time or from time to time as determined by the Board of Directors prior to the effectiveness of such transaction and such options shall be deemed to terminate upon such effectiveness.

          11.          Miscellaneous.

                    (A)          Separate Agreement . This Agreement is separate and independent from any other stock option plan or similar plan of the Company.

                    (B)          Loans . Subject to the sole discretion of the Board of Directors, the Company may loan the grantee funds to, finance the exercise of any option.

                    (C)          Governing Law . This Agreement shall be interpreted and enforced in accordance with the laws of the State of Michigan.

                    (D)          Supercedes Prior Agreement . This Agreement amends, restates, supercedes and replaces an Incentive Stock Option Agreement of even date between the Company and the Option Holder.

          IN WITNESS WHEREOF, this Agreement . has been executed by the Company and the Option Holder effective as of the ___ day of _____________.


 

CALEDONIA FINANCIAL CORPORATION

 

 

 

 

 

By


 

OPTION HOLDER

 

 

 

 

 

By







4

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


December 4, 2003



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
Stock Option Plan for Option Holders of Caledonia Financial Corporation

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 232,514 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 full payment of the purchase price therefore to the Company, be validly issued, fully paid and nonassessable.




                    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 Chemical Financial Corporation Stock Option Plan for Option Holders of Caledonia Financial Corporation.

 

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 Stock Option Plan for Option Holders of Caledonia Financial Corporation of our report dated January 21, 2003, 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, 2002, filed with the Securities and Exchange Commission.



 

/s/ Ernst & Young LLP
Ernst & Young LLP






December 1, 2003
Detroit, 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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 26, 2003

/s/ Nancy Bowman

Nancy Bowman








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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 26, 2003

/s/ Michael L. Dow

Michael L. Dow







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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 26, 2003

/s/ L. Richard Marzke

L. Richard Marzke







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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 28, 2003

/s/ Terence F. Moore

Terence F. Moore







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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 26, 2003

/s/Aloysius J. Oliver

Aloysius J. Oliver







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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 26, 2003

/s/ Frank P. Popoff

Frank P. Popoff







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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 28, 2003

/s/ David B. Ramaker

David B. Ramaker







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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 28, 2003

/s/ Dan L. Smith

Dan L. Smith







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 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 Stock Option Plan for Option Holders of Caledonia Financial Corporation, 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: November 28, 2003

/s/ William S. Stavropoulos

William S. Stavropoulos