1.          The boards of directors of Chemical and Shoreline believe that the affiliation of Shoreline and Chemical will assist each corporation to be able to serve its customers and communities better and provide a broader array of products and services that will be more competitive with other financial services providers in Michigan.

          2.          The Merger will be consummated in accordance with the terms of the Merger Agreement and none of the material terms and conditions of the Merger Agreement will have been waived or modified and neither Chemical nor Shoreline has any plan to waive or modify any such term or condition.

          3.         The fair market value of the Chemical Common Stock to be received by each Shoreline shareholder will be approximately equal to the fair market value of the Shoreline Common Stock surrendered in the Merger.

          4.          Neither Chemical nor any person related to Chemical (as defined in Section 1.368-1(e)(3) of the Treasury Regulations (the "Regulations")) has any plan or intention to acquire or redeem any of the Chemical Common Stock issued in the transaction, either directly or through any transaction, agreement or arrangement with any other person. Neither Shoreline nor any person related to Shoreline (within the meaning of Section 1.368-1(e)(3) of the Regulations without regard to Section 1.368-1(e)(3)(i)(A) of the Regulations) has acquired or redeemed any of the Shoreline Common Stock in connection with the Merger either directly or through any transaction, agreement or arrangement with any other person or made any distributions with respect to the Shoreline Common Stock (other than regular, normal dividends).

          5.          Chemical has no plan or intention to sell or otherwise dispose of any of the assets of Shoreline acquired in the transaction, except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code").

          6.          The liabilities of Shoreline to be assumed by Chemical and the liabilities to which the assets of Shoreline to be transferred are subject were incurred by Shoreline in the ordinary course of its business.

          7.          Following the transaction, Chemical will continue the historic business of Shoreline or use a significant portion of Shoreline's historic business assets in a business.

          8.          Each of Chemical, Shoreline, and the shareholders of Shoreline will pay their respective expenses, if any, incurred in connection with the transaction.

          9.          There is no intercorporate indebtedness existing between Chemical and Shoreline that was issued, acquired, or will be settled at a discount.

          10.          No party to the transaction is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

          11.          Chemical does not own, nor has it owned during the past five years, any shares of the stock of Shoreline.

          12.          On the date of the transaction, the fair market value of the assets of Shoreline will exceed the sum of the liabilities assumed by Chemical plus the amount of liabilities, if any, to which the assets are subject.

          13.          Shoreline is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

          14.          None of the compensation received by any shareholder-employees of Shoreline will be separate consideration for or allocable to, any of their shares of Shoreline Common Stock; none of the shares of Chemical Common Stock received by any shareholder-employees of Shoreline will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to any shareholder-employees will be for services actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's length for similar services.

          15.          The payment of cash to Shoreline shareholders in lieu of fractional shares of Chemical Common Stock will not be separately bargained for consideration, but will be undertaken solely for the purpose of avoiding the expense and inconvenience of issuing and transferring fractional shares.

          1.          The Merger of Shoreline with and into Chemical will constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and Chemical and Shoreline will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code.

          2.          The basis of the Shoreline assets in the hands of Chemical will be the same as the basis of those assets in the hands of Shoreline immediately prior to the Merger.

          3.          No gain or loss will be recognized by Chemical upon the receipt by Chemical of the assets of Shoreline in exchange for the Chemical Common Stock and the assumption by Chemical of the liabilities of Shoreline.

          4.          The holding period of the assets of Shoreline in the hands of Chemical will include the holding period during which such assets were held by Shoreline.

          5.          No gain or loss will be recognized by the shareholders of Shoreline upon receipt of Chemical Common Stock in exchange for all of their shares of Shoreline Common Stock, except to the extent of any cash received in lieu of a fractional share of Chemical Common Stock.

          6.          The basis of the Chemical Common Stock (including fractional share interests) to be received by shareholders of Shoreline will, in each instance, be the same as the basis of the respective shares of Shoreline Common Stock surrendered in exchange therefor.

          7.          The holding period of the Chemical Common Stock to be received by shareholders of Shoreline will, in each instance, include the period during which the Shoreline Common Stock surrendered in exchange therefor was held, provided that the Shoreline Common Stock was, in each instance, held as a capital asset in the hands of the shareholder of Shoreline at the Effective Time.