<PAGE>
Registration No.___ -____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
__________________
MICHIGAN 38-2022454
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
333 E. MAIN STREET, MIDLAND, MICHIGAN 48640
(Address of Principal Executive Offices) (Zip Code)
CHEMICAL FINANCIAL CORPORATION
1998 STOCK PURCHASE PLAN FOR SUBSIDIARY DIRECTORS
(Full Title of the Plan)
LORI A. GWIZDALA Copies to: JEFFREY A. OTT
SENIOR VICE PRESIDENT AND WARNER NORCROSS & JUDD LLP
CHIEF FINANCIAL OFFICER 900 OLD KENT BUILDING
CHEMICAL FINANCIAL CORPORATION 111 LYON STREET, N.W.
333 E. MAIN STREET GRAND RAPIDS, MICHIGAN 49503-2487
MIDLAND, MICHIGAN 48640
(Name and Address of Agent for Service)
(517) 839-5358
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED PROPOSED
SECURITIES TO BE AMOUNT TO BE MAXIMUM MAXIMUM AMENDED
REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE<F3> OFFERING PRICE<F3>
<S> <C> <C> <C> <C> <C>
Common Stock, 25,000 shares<F1> $34.41<F2> $860,250<F2> $239.15
$1 Par Value
<PAGE>
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein, plus an indeterminate number of additional shares as
may be required to be issued in the event of an adjustment as a result
of an increase in the number of issued shares of Common Stock
resulting from a subdivision of such shares, the payment of stock
dividends or certain other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On January 4, 1999, the average of the bid and asked prices of the
Common Stock of Chemical Financial Corporation was $34.41 per share.
The registration fee is computed in accordance with Rule 457(h) and
(c).
</FN>
</TABLE>
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant and the 1998
Stock Purchase Plan for Subsidiary Directors (the "Plan") 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 and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part of this registration statement from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chemical Financial Corporation ("Chemical") is obligated under
its Restated Articles of Incorporation to indemnify its directors,
officers, employees and agents and persons who serve or have served at the
request of Chemical as directors, officers, employees, agents or partners
of another corporation or other enterprise to the fullest extent permitted
under the Michigan Business Corporation Act (the "MBCA").
Sections 561 through 571 of the MBCA contain provisions governing
the indemnification of directors and officers by Michigan corporations.
That statute provides that a corporation has the power to indemnify a
person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal
(other than an action by or in the right of the corporation) by reason of
the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses (including
attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection
with the action, suit or proceeding, if the person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, and with respect to
a criminal action or proceeding, if the person had no reasonable cause to
believe his or her conduct was unlawful. The termination of an action,
suit or proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best interests
of the corporation or its shareholders, and, with respect to a criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
Indemnification of expenses (including attorneys' fees) and
amounts paid in settlement is permitted in derivative actions, except that
indemnification is not allowed for any claim, issue or matter in which such
person has been found liable to the corporation unless and to the extent
that a court decides indemnification is proper. To the extent that any
such person has been successful on the merits or otherwise in defense of an
action, suit or proceeding, or in defense of a claim, issue or matter in
the action, suit or proceeding, he or she shall be indemnified against
actual and reasonable expenses (including attorneys' fees) incurred by him
or her in connection with the action, suit or proceeding, and any action,
suit or proceeding brought to enforce the mandatory indemnification
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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 by a
majority vote of a quorum of the board of directors who are not parties or
threatened to be made parties to the action, suit or proceeding, by a
majority vote of a committee of not less than two disinterested directors,
by independent legal counsel, by all "independent directors" not parties or
threatened to be made parties to the action, suit or proceeding, or by the
shareholders. 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 proceeding, (ii) a majority vote of a committee of 2 or
more directors who are not parties or threatened to be made parties to the
action, suit or proceeding, (iii) a majority vote of 1 or more "independent
directors" who are not parties or threatened to be made parties to the
action, suit or proceeding, or (iv) if the corporation lacks the
appropriate persons for alternatives (i) through (iii), by a majority vote
of the entire board of directors; or (b) the shareholders. Under the MBCA,
Chemical may indemnify a director without a determination that the director
has met the applicable standard of conduct unless the director received a
financial benefit to which he or she was not entitled, intentionally
inflicted harm on the corporation or its shareholders, violated Section 551
of the MBCA (which prohibits certain dividends, distributions and loans to
insiders of the corporation), or intentionally committed a criminal act. A
director may file for a court determination of the propriety of
indemnification in any of the situations set forth in the preceding
sentence.
Under the MBCA, Chemical must pay or reimburse the reasonable
expenses incurred by a director, officer, employee or agent who is a party
or threatened to be made a party to an action, suit or proceeding in
advance of final disposition of the proceeding if (1) the person furnishes
the corporation a written affirmation of his or her good faith belief that
he or she has met the applicable standard of conduct, and (2) the person
furnishes the corporation a written undertaking to repay the advance if it
is ultimately determined that he or she did not meet the standard of
conduct, which undertaking need not be secured.
The indemnification provisions of the MBCA are not exclusive of
the rights to indemnification under a corporation's articles of
incorporation or bylaws or by agreement. However, the total amount of
expenses advanced or indemnified from all sources combined may not exceed
the amount of actual expenses incurred by the person seeking
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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:
EXHIBIT
NUMBER DOCUMENT
4.1 Chemical's Restated Articles of Incorporation, previously filed
as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1998, are incorporated herein by
reference.
4.2 Chemical's Bylaws, previously filed as Exhibit 4(b) to the
Registrant's Form S-8 Registration Statement No. 33-47356 filed
April 28, 1992, are incorporated herein by reference.
4.3 The Chemical Financial Corporation 1998 Stock Purchase Plan for
Subsidiary Directors.
5 Opinion Regarding Legality of Securities Offered.
23.1 Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and
incorporated herein by reference.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney
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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 paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the
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Plan's annual report pursuant to Section 15(d) of the Exchange
Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
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 6th day of January, 1999.
CHEMICAL FINANCIAL CORPORATION
By /S/ Aloysius J. Oliver
Aloysius J. Oliver
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
*/s/James A. Currie Director January 6, 1999
James A. Currie
*/s/Michael L. Dow Director January 6, 1999
Michael L. Dow
*/s/Terence F. Moore Director January 6, 1999
Terence F. Moore
/s/Alan W. Ott Director and Chairman of January 6, 1999
Alan W. Ott the Board
*/s/Frank P. Popoff Director January 6, 1999
Frank P. Popoff
-8-
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*/s/Lawrence A. Reed Director January 6, 1999
Lawrence A. Reed
_______________________ Director January __, 1999
William S. Stavropoulos
/s/Aloysius J. Oliver President, Chief Executive January 6, 1999
Aloysius J. Oliver Officer and Director
(Principal Executive Officer)
/s/Lori A. Gwizdala Senior Vice President, January 6, 1999
Lori A. Gwizdala Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
*By /s/Lori A. Gwizdala
Lori A. Gwizdala
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
4.1 The Corporation's Restated Articles of
Incorporation, filed as Exhibit 3.1
to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1998
are incorporated herein by reference
4.2 The Corporation's Bylaws, filed as Exhibit 4(b)
to the Registrant's Form S-8 Registration
Statement No. 33-47356 filed April 28,
1992, are incorporated herein by reference.
4.3 The Chemical Financial Corporation 1998 Stock
Purchase Plan for Subsidiary Directors.
5 Opinion Regarding Legality of Securities Offered.
23.1 Consent of Warner Norcross & Judd LLP--Included
in Exhibit 5 and incorporated herein by reference.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney
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<PAGE>
EXHIBIT 4.3
CHEMICAL FINANCIAL CORPORATION
1998 STOCK PURCHASE PLAN FOR SUBSIDIARY DIRECTORS
1. ESTABLISHMENT OF PLAN; PURPOSE. Chemical Financial Corporation
(the "Corporation") hereby establishes the Chemical Financial Corporation
1998 Stock Purchase Plan For Subsidiary Directors (the "Plan"). The
purpose of the Plan is to provide non-employee directors of subsidiaries of
the Corporation with a convenient method of acquiring shares of the
Corporation's common stock, $1.00 par value ("Common Stock"). The Board of
Directors of the Corporation believes that increasing the financial
interest in the Corporation of directors of the Corporation's subsidiaries
will create a unity of purpose and identity, and will be beneficial to the
growth of the Corporation and all of its corporate affiliates. Subject to
appropriate adjustment as required in connection with any change in the
capital structure of the Corporation, a maximum of 25,000 shares of Common
Stock shall be available under the Plan.
2. ELIGIBILITY. Any person who serves a s a director or advisory
director of a corporation in which the Corporation owns, directly or
indirectly, 50 percent or more of the combined voting power of that
corporation's outstanding voting securities (a "Subsidiary") and who is not
a director of the Corporation or an employee of the Corporation or of any
Subsidiary (a "Subsidiary Director"), is eligible to participate in the
Plan. A Subsidiary Director shall be eligible to become a participant in
the Plan on the first day of the individual's term as a Subsidiary
Director.
3. ELECTION TO PARTICIPATE. Subsidiary Directors may elect to
participate in the Plan by signing a written election on a form provided by
the Corporation for that purpose and submitting it to the Corporation,
directed to the attention of the Corporation's Chief Financial Officer.
The participant may elect to have either all or 50 percent of the income
otherwise payable by a Subsidiary in cash to a director for (a) attendance
at meetings of the board of directors of the Subsidiary and/or (b)
attendance at meetings of committees of the board of directors of the
Subsidiary (collectively, "Director's Fees") forwarded by the Subsidiary
directly to the Corporation to be used to purchase shares of Common Stock.
An election to participate in the Plan shall be effective on the date
indicated in the acknowledgment of commencement date issued to the
participant by the Corporation. Depending upon each participant's
election, either all or 50 percent of the Director's Fees otherwise payable
to each participant will be held in an account by the Corporation on behalf
of each participant (the "Participant Cash Accounts"). The Corporation
will have no obligation to pay interest on the balances in Participant Cash
Accounts.
<PAGE>
4. ISSUANCE OF SHARES. The amounts credited to Participant Cash
Accounts each month will be used to purchase and applied against the
purchase price of Common Stock. Each Participant Cash Account will be
debited monthly. The purchase price for each share of Common Stock shall
be the mean of the bid and asked prices of shares of Common Stock as quoted
on The Nasdaq Stock Market national market securities system on the last
business day of each calendar month ("Market Value"). Stock will be issued
by the Corporation directly to the Plan participant once each calendar year
in the month of January. The Company will maintain an account for each
participant (the "Participant Stock Account") reflecting the number of
shares of Common Stock deemed to have been purchased each month, and to be
issued at year-end, calculated by dividing the balance of the Participant
Cash Account on the last business day of each calendar month by the Market
Value as of that date. No fractional shares will be purchased or issued;
instead, any cash balance remaining in a Participant Cash Account after
application toward the purchase of the maximum number of whole shares in a
given month will be carried over and applied to the purchase price of
Common Stock in the next calendar month. The share certificates will be
issued once annually in the name of the Plan participant alone or, at the
Plan participant's written election, in the joint names of the Plan
participant and his or her spouse or to a trust created by the participant.
Share certificates will be mailed to the Plan participant directly by
Chemical Bank and Trust Company, as transfer agent for the Common Stock.
5. TERMINATION OF PARTICIPATION; VESTING. A participant will cease
to be eligible to participate in the Plan upon termination of service as a
Subsidiary Director, whether by reason of death, resignation or otherwise.
All cash in the Participant Cash Account as of the date of such termination
will be returned to the participant, if living. If the participant is not
then living, the balance in the Participant Cash Account will be paid by
the Corporation directly to the participant's spouse, if living, and
otherwise to the participant's estate. Participants may also voluntarily
elect to cease participation in the Plan by giving written notice of
withdrawal to the Corporation. After receipt of such written notice of
withdrawal, the Corporation will return any balance in the Participant Cash
Account to the withdrawing participant at the time share certificates are
issued pursuant to Section 4. Upon termination of participation (whether
by cessation of eligibility, death or voluntary withdrawal), any stock
credited to the Participant Stock Account will be issued to the Plan
participant alone or, at the Plan participant's written election, in the
joint names of the Plan participant and his or her spouse or to a trust
created by the participant. Share certificates will be mailed to the Plan
participant directly by Chemical Bank and Trust Company, as transfer agent
for the Common Stock. A participant who has withdrawn from participation
in the Plan may, if otherwise eligible, again participate in the Plan by
following the procedures specified in Section 3 above. The right to
receive the balance of the Participant Cash Account and the right to
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receive shares of Common Stock represented by the Participant Stock Account
shall not be subject to forfeiture for any reason.
6. ADMINISTRATION. The Chief Financial Officer of the Corporation,
with the assistance of the personnel officers of the Subsidiaries, shall
administer the Plan, shall have full power and authority to interpret the
provisions of the Plan, and shall have full power and authority to
supervise the administration of the Plan. All determinations,
interpretations and selections made by the Chief Financial Officer
regarding the Plan shall be final, conclusive and binding on all parties,
unless otherwise determined by the Board of Directors of the Corporation.
All expenses of administration of the Plan will be paid by the Corporation.
7. AMENDMENT; TERMINATION. The Corporation reserves the right to
amend the Plan prospectively or retroactively, in whole or in part, or to
terminate the Plan at any time and from time to time, provided, that an
amendment or termination may not reduce or revoke the balance of a
Participant Cash Account or the number of shares of Common Stock accrued
and the amounts represented by them in a Participant Stock Account as of
the later of the date of adoption of the amendment or the effective date of
the amendment or termination. Notice of any Plan amendment shall be
provided to all current Plan participants within thirty (30) days following
the date of such amendment.
8. NOTICE. Any notice under this Agreement shall be effective when
delivered or when sent by certified mail, return receipt requested. The
address of the Corporation for receipt of notices is 333 East Main Street,
Midland, Michigan 48640, Attention: Chief Financial Officer. The address
of participants for purposes of notices shall be as specified in the
election form submitted by each participant, or any changed address as to
which a participant shall have given notice to the Corporation in
accordance with the terms of this Section.
9. TAX CONSEQUENCES. Each Plan participant will receive annually a
report on IRS Form 1099, reflecting the total amount of Director's Fees
earned by such individual during the preceding calendar year. The amount
indicated on the IRS Form 1099 will be the full amount of such fees,
regardless of whether some or all of such fees have been applied to
purchase Common Stock under the Plan. To the extent that amounts paid
under the Plan are deemed to be net earnings from self-employment, each
director shall be responsible for any taxes payable under federal, state or
local law. Plan participants are encouraged to seek their own tax and
financial planning advice with respect to participation in the Plan.
10. ASSIGNMENT. Amounts promised under the Plan shall not be subject
to assignment, conveyance, transfer, anticipation, pledge, alienation,
sale, encumbrance or charge, whether voluntary or involuntary, by the
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participant, even if directed under a qualified domestic relations order or
other divorce order. An interest in any amount shall not provide
collateral or security for a debt of a participant or be subject to
garnishment, execution, assignment, levy or to another form of judicial or
administrative process or to the claim of a creditor of a participant
through legal process or otherwise. Any attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber, charge or to otherwise dispose of
benefits payable, before actual receipt of the benefits, or a right to
receive benefits, shall be void and shall not be recognized. Any attempt
to do so may be treated as an election to withdraw from participation in
the Plan.
11. SOURCE OF STOCK. Shares of Common Stock issued pursuant to the
Plan will come from the authorized but unissued shares of the Corporation.
12. ADJUSTMENTS FOR DIVIDENDS. If the Corporation should declare a
cash or stock dividend or distribution on its issued and outstanding stock,
the amount of any cash dividend shall be credited to each Participant Cash
Account, based upon the number of shares credited to each Participant Stock
Account as of the record date for such dividend, and any stock dividend or
distribution shall be credited to each participant's Participant Stock
Account, based upon the number of shares credited to each Participant Stock
Account as of the record date for such dividend. The balances of the
Participant Cash Accounts and the Participant Stock Accounts shall be
subject to such other adjustments as are appropriate and equitable in the
circumstances upon any other change in the capital structure of the
Corporation.
13. EFFECTIVE DATE. The "Effective Date" of the Plan is January 1,
1999. Each Plan provision applies until the effective date of an amendment
of that provision. It is intended that the Plan will continue the practice
previously established under the Corporation's 1992 Stock Purchase Plan for
Subsidiary Directors (the "1992 Plan"), and that no shares of Common Stock
will be issued pursuant to the Plan until the share authorization under the
1992 Plan is exhausted. After the Effective Date, an election to participate
in effect under the 1992 Plan shall continue in effect on the same terms and
serve as the initial election to participate under the Plan. If at the end
of any full calendar year there is an excess of cash accumulated under the
1992 Plan relative to the number of shares available for issuance under the
original share authorization of the 1992 Plan, such excess cash shall be
transferred to the Plan and accounts under the Plan shall be established for
each participant in the 1992 Plan with the same outstanding balances as were
carried under the 1992 Plan at the end of such calendar year.
14. MISCELLANEOUS. A participant shall be an unsecured general
creditor of the Corporation as to the payment of any benefit under the
Plan. The right of any participant to be paid the amount promised in the
Plan shall be no greater than the right of any other general, unsecured
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creditor of the Company. Nothing contained in the Plan shall be deemed to
create a trust or fiduciary relationship of any kind for the benefit of any
participant. This shall be an unfunded plan within the meaning of the
Internal Revenue Code of 1986, as amended. Benefits provided in the Plan
constitute only an unsecured contractual promise to pay in accordance with
the terms of the Plan by the Corporation.
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<PAGE>
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone: (616) 752-2000
Fax: (616) 752-2500
EXHIBIT 5 AND 23.1
January 7, 1998
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
1998 STOCK PURCHASE PLAN FOR SUBSIDIARY DIRECTORS
Dear Sir or Madam:
We represent Chemical Financial Corporation, a Michigan
corporation (the "Company"), with respect to the above-captioned
registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933 (the "Act") to register 25,000
shares of the Company's common stock, $1 par value ("Common Stock").
As counsel for the Company, we are familiar with its Restated
Articles of Incorporation and Bylaws and have reviewed the various
proceedings taken by the Company to authorize the issuance of the Common
Stock to be sold pursuant to the Registration Statement. We have also
reviewed and assisted in preparing the Registration Statement. In our
review, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
On the basis of the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Act, any and all
shares of Common Stock that are the subject of the Registration Statement
will, when issued upon payment of the purchase price therefore to the
Company, be validly issued, fully paid and nonassessable.
<PAGE>
Securities and Exchange Commission
January 7, 1998
Page 2
- ----------------------------------
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the 1998 Stock Purchase Plan for Subsidiary Directors.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By: /s/Jeffrey A. Ott
Jeffrey A. Ott
A Partner
<PAGE>
EXHIBIT 23.2
ERNST & YOUNG LLP Suite 1700 Phone 313-596-7100
500 Woodward Avenue
Detroit, Michigan 48226-3426
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Chemical Financial Corporation, pertaining to the
registration of 25,000 shares of common stock with respect to the Chemical
Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors, of
our report dated January 20, 1998, with respect to the consolidated
financial statements of Chemical Financial Corporation, incorporated by
reference in the Annual Report (Form 10-K) for the year ended December 31,
1997, filed with the Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
January 6, 1999
Detroit, Michigan
<PAGE>
EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Chemical Financial Corporation, does hereby appoint
ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them
severally, his or her attorney or attorneys with full power of substitution
to execute in his or her name, in his or her capacity as a director or
officer, or both, as the case may be, of Chemical Financial Corporation, a
Form S-8 Registration Statement of Chemical Financial Corporation for the
1998 Stock Purchase Plan for Subsidiary Directors, any and all pre-
effective or post-effective amendments to such Registration Statement, and
to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/James A. Currie
James A. Currie
Director
<PAGE>
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Chemical Financial Corporation, does hereby appoint
ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them
severally, his or her attorney or attorneys with full power of substitution
to execute in his or her name, in his or her capacity as a director or
officer, or both, as the case may be, of Chemical Financial Corporation, a
Form S-8 Registration Statement of Chemical Financial Corporation for the
1998 Stock Purchase Plan for Subsidiary Directors, any and all pre-
effective or post-effective amendments to such Registration Statement, and
to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Michael L. Dow
Michael L. Dow
Director
<PAGE>
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Chemical Financial Corporation, does hereby appoint
ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them
severally, his or her attorney or attorneys with full power of substitution
to execute in his or her name, in his or her capacity as a director or
officer, or both, as the case may be, of Chemical Financial Corporation, a
Form S-8 Registration Statement of Chemical Financial Corporation for the
1998 Stock Purchase Plan for Subsidiary Directors, any and all pre-
effective or post-effective amendments to such Registration Statement, and
to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Terence F. Moore
Terence F. Moore
Director
<PAGE>
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Chemical Financial Corporation, does hereby appoint
ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them
severally, his or her attorney or attorneys with full power of substitution
to execute in his or her name, in his or her capacity as a director or
officer, or both, as the case may be, of Chemical Financial Corporation, a
Form S-8 Registration Statement of Chemical Financial Corporation for the
1998 Stock Purchase Plan for Subsidiary Directors, any and all pre-
effective or post-effective amendments to such Registration Statement, and
to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Frank P. Popoff
Frank P. Popoff
Director
<PAGE>
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Chemical Financial Corporation, does hereby appoint
ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them
severally, his or her attorney or attorneys with full power of substitution
to execute in his or her name, in his or her capacity as a director or
officer, or both, as the case may be, of Chemical Financial Corporation, a
Form S-8 Registration Statement of Chemical Financial Corporation for the
1998 Stock Purchase Plan for Subsidiary Directors, any and all pre-
effective or post-effective amendments to such Registration Statement, and
to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Lawrence A. Reed
Lawrence A. Reed
Director
