Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SHORELINE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
__________________
MICHIGAN 38-2758932
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
823 Riverview Drive
Benton Harbor, Michigan 49022
(Address of principal executive offices, zip code)
SHORELINE FINANCIAL CORPORATION
STOCK INCENTIVE PLAN OF 1996
(Full title of the plan)
DAN L. SMITH Copies to: GORDON R. LEWIS
CHAIRMAN, PRESIDENT AND WARNER NORCROSS & JUDD LLP
CHIEF EXECUTIVE OFFICER 900 OLD KENT BUILDING
SHORELINE FINANCIAL CORPORATION 111 LYON STREET, N.W.
823 RIVERVIEW DRIVE GRAND RAPIDS, MICHIGAN 49503-2489
BENTON HARBOR, MICHIGAN 49022
(Name and address of agent for service)
(616) 927-2251
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F3> OFFERING PRICE<F3> REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, 50,000 shares <F1> 21.875<F2> 1,093,750<F2> $377.16
without par value
<FN>
<F1> Plus such 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 a stock dividend, or
certain other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On August 2, 1996, the mean between the high and low prices of the
Company's Common Stock reported on The NASDAQ Stock Market was
$21.875.
</FN>
</TABLE>
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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 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 which
is contained in the Registrant's 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 the "Corporation") 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 hereby 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 of
this registration statement 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.
Shoreline's Restated Articles of Incorporation require
indemnification of Shoreline's directors to the maximum extent
permitted by the Michigan Business Corporation Act. The
Restated Articles vest in Shoreline's board of directors the
discretion to provide the same degree of indemnification to
Shoreline's officers on a case-by-case basis. The following is
a summary of the pertinent provisions of the Michigan Business
Corporation Act.
Sections 561-567 of the Michigan Business Corporation Act
contain provisions governing the indemnification of officers and
directors by Michigan corporations. That statute provides that
a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation or serving another corporation or other
enterprise at the request of the corporation, against expenses,
including attorneys' fees, judgments, penalties, fines and
amounts paid in settlement, actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation or
its shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders, or,
with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
Indemnification of expenses, including attorneys' fees, is
allowed in derivative actions except that no indemnification is
allowed in respect of any claim, issue or matter as to which
such person shall have been found liable to the corporation
unless a court decides indemnification is proper. To the extent
any such person succeeds on the merits or otherwise, he shall be
indemnified against expenses, including attorneys' fees. A
determination that the person to be indemnified meets the
applicable standard of conduct, if not made by a court, shall be
made by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action; if
such a quorum is not obtainable, by a majority vote of a
committee designated by the board of directors consisting of two
or more directors not parties to the action, suit or proceeding;
by independent legal counsel; by all independent directors who
are not parties or threatened to be parties in the action, suit,
or proceeding; or by the shareholders. Expenses may be paid in
advance upon receipt of an undertaking to repay. A corporation
may purchase indemnity insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this
registration statement:
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Restated Articles of
Incorporation, filed as Exhibit 1(a) to the
Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1994, are incorporated herein
by reference.
4(b) The Corporation's Bylaws, filed as Exhibit 3(b) to
the Registrant's Form S-1 Registration Statement
filed March 23, 1990, are incorporated herein by
reference.
4(c) The Shoreline Financial Corporation Stock Incentive
Plan of 1996.
5(a) Opinion Regarding Legality of Securities Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included in
Exhibit 5(a) and incorporated herein by reference.
23(b) Consent of Independent Auditors.
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 "1933
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;
II-3
(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 1933 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
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 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.
(h) Insofar as indemnification for liabilities arising
under the 1933 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
1933 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
II-4
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 1933 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 Benton Harbor, State of Michigan,
on the 6th day of August, 1996.
SHORELINE FINANCIAL CORPORATION
By /S/ DAN L. SMITH
Dan L. Smith
Chairman, 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 dates indicated:
SIGNATURE TITLE DATE
/S/ DAN L. SMITH Chairman, President, Chief August 6, 1996
Dan L. Smith Executive Officer, and Director
(Principal executive officer)
*WAYNE R. KOEBEL Executive Vice President, August 6, 1996
Wayne R. Koebel Chief Financial Officer,
Secretary and Treasurer
(Principal financial officer
and principal accounting
officer)
*LOUIS A. DESENBERG Director August 6, 1996
Louis A. Desenberg
*MERLIN HANSON Director August 6, 1996
Merlin Hanson
II-6
SIGNATURE TITLE DATE
*THOMAS T. HUFF Director August 6, 1996
Thomas T. Huff
*RONALD F. KINNEY Director August 6, 1996
Ronald F. Kinney
*JAMES E. LEBLANC Director August 6, 1996
James E. LeBlanc
*L. RICHARD MARZKE Director August 6, 1996
L. Richard Marzke
*JAMES F. MURPHY Director August 6, 1996
James F. Murphy
*ROBERT L. STARKS Director August 6, 1996
Robert L. Starks
*JEFFREY H. TOBIAN Director August 6, 1996
Jeffrey H. Tobian
*HARRY C. VORYS Director August 6, 1996
Harry C. Vorys
*RONALD L. ZILE Director August 6, 1996
Ronald L. Zile
*By /S/ DAN L. SMITH
Dan L. Smith
Attorney-in-Fact
II-7
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT PAGE
4(a) The Corporation's Restated Articles of *
Incorporation, filed as Exhibit 1(a)
to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1994,
are incorporated herein by reference.
4(b) The Corporation's Bylaws, filed as Exhibit 3(b) *
to the Registrant's Form S-1 Registration
Statement filed March 23, 1990, are
incorporated herein by reference.
4(c) The Shoreline Financial Corporation Stock
Incentive Plan of 1996.
5(a) Opinion Regarding Legality of Securities
Offered.
23(a) Consent of Warner Norcross & Judd LLP--Included *
in Exhibit 5(a) and incorporated herein by
reference.
23(b) Consent of Independent Auditors.
24 Powers of Attorney.
*Incorporated by reference.
EXHIBIT 4(c)
SHORELINE FINANCIAL CORPORATION
STOCK INCENTIVE PLAN OF 1996
SECTION 1
ESTABLISHMENT OF PLAN; PURPOSE OF PLAN
1.1 ESTABLISHMENT OF PLAN. The Company hereby establishes the Stock
Incentive Plan of 1996 (the "Plan") for its corporate and Subsidiary
officers and other key management employees. The Plan permits the grant or
award of Options, Restricted Stock and Tax Benefit Rights.
1.2 PURPOSE OF PLAN. The purpose of the Plan is to provide officers
and key management employees of the Company and its Subsidiaries with an
increased incentive to make significant contributions to the long-term
performance and growth of the Company and its Subsidiaries, to join the
interests of officers and key employees with the interests of the Company's
shareholders through the opportunity for increased stock ownership, and to
attract and retain officers and key employees. The Plan is further
intended to provide flexibility to the Company in structuring long-term
incentive compensation to best promote the foregoing objectives.
SECTION 2
DEFINITIONS
The following words have the following meanings unless a different
meaning is plainly required by the context:
2.1 "Act" means the Securities Exchange Act of 1934, as amended.
2.2 "Base Salary" means a Participant's total salary that would be
paid to the Participant for a full year if the rate of salary in effect for
such Participant at the date of grant of an Option were paid for a full
year, regardless of whether such Participant has been or will be employed
for the full year at that rate of salary.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Change in Control" means:
(a) There has been a change in the control of the
Company of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), provided that, without limitation,
such a change in control shall be deemed to have occurred if
(i) any "person" (as that term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing 25 percent or more of the combined voting power
of the Company's then outstanding securities, or (ii) during
any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board cease for
any reason to constitute at least a majority thereof (unless
the election or nomination for election by the Company's
shareholders of each new director was approved by a vote of
at least two-thirds (2/3) of the directors then still in
office who were directors at the beginning of such period);
(b) The Board has received any notice or other
communication from any individual, corporation, partnership,
joint venture or other entity expressing a desire to
propose, negotiate or discuss any tender offer, exchange
offer, merger, consolidation, sale of shares, sale of assets
not in the ordinary course, or other business combination
involving the Company or any Subsidiary ("Business
Combination") and such notice, communication or proposal has
not been withdrawn or terminated; or
(c) Public announcement by any individual,
corporation, partnership, joint venture or other entity
expressing an intent to seek any Business Combination and
such announcement or intent has not been withdrawn or
terminated.
2.5 "Code" means the Internal Revenue Code of 1986, as amended.
2.6 "Committee" means a committee the Board shall designate to
administer the Plan. The Committee shall consist of at least two members
of the Board appointed by the Board, all of whom shall be "disinterested
persons" as defined in Rule 16b-3 under the Act. The Board, in its
discretion, may also require that members of the Committee be "outside
directors" as defined in the rules promulgated pursuant to Section 162(m)
of the Code.
2.7 "Common Stock" means the common stock of the Company.
2
2.8 "Company" means Shoreline Financial Corporation, a Michigan
corporation.
2.9 "Competition" means participation, directly or indirectly, in the
ownership, management, financing or control of any business that is the
same as or similar to the present or future businesses of the Company or
its parent or any Subsidiary. Such participation may be by way of
employment, consulting services, directorship or officership. Ownership of
less than five percent (5%) of the shares of any corporation whose shares
are traded publicly on any national or regional stock exchange or over the
counter shall not be deemed Competition.
2.10 "Consensual Severance" means the voluntary termination of all
employment by the Participant with the Company or any of its Subsidiaries
which the Committee determines to be in the best interests of the Company.
2.11 "Incentive Award" means the award or grant of an Option,
Restricted Stock or Tax Benefit Right to a Participant under the Plan.
2.12 "Market Value" of any security on any given date means: (a) if
the security is listed for trading on The NASDAQ Stock Market or one or
more national securities exchanges, the last reported sales price on the
date in question, or if such security shall not have been traded on such
principal exchange on such date, the last reported sales price on the first
day prior thereto on which such security was so traded; (b) if the security
is not so listed for trading but is traded in the over-the-counter market,
the mean of highest bid and lowest asked prices for such security on the
date in question, or if there are no such bid and asked prices for such
security on such date, the mean of the highest bid and lowest asked prices
on the first day prior thereto on which such prices existed; or (c) if
neither (a) nor (b) is applicable, the value as determined by any means
deemed fair and reasonable by the Committee, which determination shall be
final and binding on all parties.
2.13 "Normal Retirement" means the voluntary termination of all
employment by a Participant after the Participant has attained 62 years of
age, or such other age as shall be determined by the Committee in its sole
discretion or as otherwise may be set forth in the Incentive Award
agreement or other grant document with respect to a Participant and a
particular Incentive Award.
2.14 "Option" means the right to purchase Common Stock at a stated
price for a specified period of time. For purposes of the Plan, an Option
may be either an incentive stock option within the meaning of Section
422(b) of the Code or a nonstatutory stock option.
2.15 "Participant" means the officers and other key management
employees of the Company and its Subsidiaries who the Committee determines
are eligible to participate in the Plan and who are designated to be
granted an Incentive Award under the Plan.
3
2.16 "Restricted Period" means the period of time during which
Restricted Stock awarded under the Plan is subject to restrictions. The
Restricted Period may differ among Participants and may have different
expiration dates with respect to shares of Common Stock covered by the same
Incentive Award.
2.17 "Restricted Stock" means Common Stock awarded to a Participant
under Section 6 of the Plan.
2.18 "Subsidiary" means Shoreline Bank, and any other corporation of
which fifty percent (50%) or more of the outstanding voting stock is
directly or indirectly owned or controlled by the Company, or by one or
more Subsidiaries.
2.19 "Tax Benefit Right" means any right granted to a Participant
under Section 7 of the Plan.
SECTION 3
ADMINISTRATION
3.1 POWER AND AUTHORITY. The Committee shall administer the Plan,
shall have full power and authority to interpret the provisions of the
Plan, and shall have full power and authority to supervise the
administration of the Plan. All determinations, interpretations and
selections made by the Committee regarding the Plan shall be final and
conclusive. The Committee shall hold its meetings at such times and places
as it deems advisable. Action may be taken by a written instrument signed
by all of the members of the Committee, and any action so taken shall be
fully as effective as if it had been taken at a meeting duly called and
held.
3.2 GRANTS OR AWARDS TO PARTICIPANTS. In accordance with and subject
to the provisions of the Plan, the Committee shall have the authority to
determine all provisions of Incentive Awards as the Committee may deem
necessary or desirable and as are consistent with the terms of the Plan,
including, without limitation, the authority to: (a) determine whether and
when Incentive Awards will be granted, the persons to be granted Incentive
Awards, the amount of Incentive Awards to be granted to each person and the
terms of the Incentive Awards to be granted; (b) determine and amend
vesting schedules, if any; (c) permit delivery or withholding of stock in
payment of the exercise price or to satisfy tax withholding obligations;
and (d) waive any restrictions or conditions applicable to any Incentive
Award. Incentive Awards shall be granted or awarded by the Committee, and
Incentive Awards may be amended by the Committee consistent with the Plan,
provided that no such amendment may become effective without the consent of
the Participant, except to the extent that the amendment operates solely to
the benefit of the Participant.
4
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES. Subject to adjustment as provided in
subsection 4.2 of the Plan, a maximum of 50,000 shares of Common Stock
shall be available for Incentive Awards under the Plan. Such shares shall
be authorized and unissued shares.
4.2 ADJUSTMENTS. If the number of shares of Common Stock outstanding
changes by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination, exchange of shares or any other change
in the corporate structure or shares of the Company, the aggregate number
and class of shares available for grants or awards under the Plan, together
with the Option prices, award limits and other appropriate terms of this
Plan, shall be appropriately adjusted. No fractional shares shall be
issued pursuant to the Plan, and any fractional shares resulting from
adjustments shall be eliminated from the respective Incentive Award, with
an appropriate cash adjustment for the value of any Incentive Awards
eliminated. If an Incentive Award is canceled, surrendered, modified,
expired or terminated during the term of the Plan but prior to the exercise
or vesting of the Incentive Award in full, the shares subject to but not
purchased or retained by the Participant under such Incentive Award shall
be available for other Incentive Awards.
SECTION 5
OPTIONS
5.1 GRANT. A Participant may be granted one or more Options under the
Plan. Options shall be subject to such terms and conditions, consistent
with the other provisions of the Plan, as shall be determined by the
Committee in its sole discretion. The Committee may vary, among
Participants and among Options granted to the same Participant, any and all
of the terms and conditions of the Options granted under the Plan. Subject
to subsection 5.6, the Committee shall have complete discretion in
determining the number of Options granted to each Participant. The
Committee may designate whether or not an Option is to be considered an
incentive stock option as defined in Section 422(b) of the Code.
5.2 OPTION AGREEMENTS. Each Option shall be evidenced by an Option
agreement containing such terms and conditions, consistent with the
provisions of the Plan, as the Committee from time to time determines.
5.3 OPTION PRICE. Except for Options intended to qualify as
incentive stock options, the per share Option price shall be determined by
the Committee. Any Options intended to qualify as incentive stock options
shall be equal to or greater than 100% of the Market Value on the date of
grant. The date of grant of an Option shall be the date the Option is
5
authorized by the Committee or a future date specified by the Committee as
the date for issuing the Option.
5.4 MEDIUM AND TIME OF PAYMENT. The exercise price for each share
purchased pursuant to an Option granted under the Plan shall be payable in
cash or, if the Committee consents, in shares of Common Stock (including
Common Stock to be received upon a simultaneous exercise). The time and
terms of payment may be amended before or after exercise of an option (a)
by the Committee in its sole discretion, if the terms of such amendment are
more favorable to the Participant, or (b) in all other cases, with the
consent of the Participant. The Committee may from time to time authorize
payment of all or a portion of the Option price in the form of a promissory
note or installments according to such terms as the Committee may approve.
The Board may restrict or suspend the power of the Committee to permit such
loans and may require that adequate security be provided.
5.5 OPTIONS GRANTED TO TEN PERCENT SHAREHOLDERS. No Option granted
to any Participant who at the time of such grant owns, together with stock
attributed to such Participant under Section 424(d) of the Code, more than
ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries may be designated as an
incentive stock option, unless such Option provides an exercise price equal
to at least one hundred ten percent (110%) of the Market Value of the
Common Stock, and the exercise of the Option after the expiration of five
years from the date of grant of the Option is prohibited by its terms.
5.6 LIMITS ON GRANTS. No Participant shall be granted, during any
calendar year, Options to purchase more than 10,000 shares of Common Stock,
subject to adjustment as provided in subsection 4.2 of the Plan. The
purpose of this subsection 5.6 is to ensure that the Plan provides
performance based compensation under Section 162(m) of the Code. This
subsection 5.6 shall be interpreted or amended to achieve that purpose.
5.7 LIMITS ON EXERCISABILITY. Options shall be exercisable for such
periods as may be fixed by the Committee. Options intended to qualify as
incentive stock options shall have terms not to exceed ten years from the
grant date. The Committee may in its discretion require a Participant to
continue service with the Company and its Subsidiaries for a certain length
of time prior to an Option becoming exercisable and may eliminate such
delayed vesting provisions. The Committee may also vary, among
Participants and among Options granted to the same Participant, any and all
of the terms and conditions of Options granted under the Plan.
5.8 TRANSFERABILITY.
(a) GENERAL. Unless the Committee otherwise consents or
unless the terms of the Option agreement provide otherwise, no
Option granted under the Plan may be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by
6
will or by the laws of descent and distribution. In addition,
all Options granted to a Participant during the Participant's
lifetime shall be exercisable during the Participant's lifetime
only by such Participant, his guardian, or legal representative.
(b) OTHER RESTRICTIONS. The Committee may impose such
restrictions on any shares of Common Stock acquired pursuant to
the exercise of an Option under the Plan as it deems advisable,
including, without limitation, restrictions intended to assure
compliance with applicable federal or state securities laws.
5.9 TERMINATION OF EMPLOYMENT OR DIRECTOR OR OFFICER STATUS.
(a) GENERAL. If a Participant ceases to be employed by or
ceases to be an officer of the Company or one of its Subsidiaries
for any reason other than the Participant's death, disability,
termination for cause, or any additional provision as determined
by the Committee, the Participant may exercise an Option only for
a period of 90 days after such termination of employment or
officer status, but only to the extent the Participant was
entitled to exercise the Option on the date of termination,
unless the Committee otherwise consents or the terms of the
Option agreement provide otherwise. For purposes of the Plan,
the following shall not be deemed a termination of employment or
termination as an officer: (i) a transfer of employment among the
Company and its Subsidiaries; (ii) a leave of absence, duly
authorized in writing by the Company, for military service or for
any other purpose approved by the Company if the period of such
leave does not exceed 90 days; (iii) a leave of absence in excess
of 90 days, duly authorized in writing by the Company, provided
the employee's right to reemployment is guaranteed either by
statute or contract; or (iv) a termination of employment with
continued service as an officer or director.
(b) DEATH. If a Participant dies either while an employee
or officer of the Company or one of its Subsidiaries or after the
termination of employment other than for cause but during the
time when the Participant could have exercised an Option under
the Plan, the Option issued to such Participant shall be
exercisable by the personal representative of such Participant or
other successor to the interest of the Participant for a period
of 90 days after the Participant's death, but only to the extent
that the Participant was entitled to exercise the Option on the
date of death or termination of employment, whichever first
occurred, unless the Committee otherwise consents or the terms of
the Option agreement provide otherwise.
7
(c) DISABILITY. If a Participant ceases to be an employee
or officer of the Company or one of its Subsidiaries due to the
Participant's disability, the Participant may exercise an Option
for a period of one year following such termination of
employment, but only to the extent the Participant was entitled
to exercise the Option on the date of such event, unless the
Committee otherwise consents or the terms of the Option agreement
provide otherwise.
(d) ADDITIONAL PROVISIONS IN OPTION AGREEMENTS. The
Committee may, in its sole discretion, provide provisions in any
Option agreement entered into with a Participant permitting or by
resolution approve the Participant to exercise any outstanding
options upon termination due to Normal Retirement or Consensual
Severance for a period of time after such termination as may be
determined by the Committee, PROVIDED that (i) such period may
not extend beyond the earlier of three (3) years after the date
of termination or the date on which the Options expire by their
terms, (ii) the Participant may exercise the Option only to the
extent the Participant was entitled to exercise the Option on the
date of termination, and (iii) the Participant shall have no
further right to exercise any Options after termination due to
Normal Retirement or Consensual Severance if the Committee
determines the Participant has entered into Competition with the
Company.
(e) TERMINATION FOR CAUSE. If a Participant is terminated
for cause, the Participant shall have no further right to
exercise any outstanding unexercised Option issued under the
Plan.
(f) SUSPENSION OF EXERCISABILITY. If the Participant
receives notice from the Company that the Participant may be
terminated for cause, the Participant shall have no right to
exercise any Options previously granted for a period of sixty
days from the receipt of such notice. If the Participant is
terminated for cause within such sixty-day period, the
Participant shall have no further right to exercise any Option
previously granted. If the Participant is not terminated for
cause within the sixty-day period, the provisions of the Option
agreement and the Plan shall continue to apply to the
exercisability of the Participant's Options.
SECTION 6
RESTRICTED STOCK
6.1 GRANT. A Participant may be granted Restricted Stock under the
Plan. Restricted Stock shall be subject to such terms and conditions,
8
consistent with the other provisions of the Plan, as shall be determined by
the Committee in its sole discretion. Restricted Stock shall be awarded on
the condition that the Participant remain in the employ of the Company or
one of its Subsidiaries during the Restricted Period. Such condition shall
have no effect on the right of the Company or any Subsidiary to terminate
the Participant's employment at any time. No payment is required from a
Participant for an award of Restricted Stock.
6.2 RESTRICTED STOCK AGREEMENTS. Each award of Restricted Stock
shall be evidenced by a Restricted Stock agreement containing such terms
and conditions, consistent with the provisions of the Plan, as the
Committee from time to time determines.
6.3 TERMINATION OF EMPLOYMENT OR DIRECTOR OR OFFICER STATUS.
(a) GENERAL. If a Participant ceases to be employed by the
Company or one of its subsidiaries, or ceases to be an officer of
the Company or one of its subsidiaries for any reason other than
the Participant's death, disability, or any other additional
provisions as determined by the Committee, then any shares of
Restricted Stock still subject to restrictions on the date of
such termination shall automatically be forfeited and returned to
the Company. For purposes of the Plan, the following shall not
be deemed a termination of employment or termination as an
officer: (i) a transfer of employment among the Company and its
Subsidiaries; (ii) a leave of absence, duly authorized in writing
by the Company, for military service or for any other purpose
approved by the Company if the period of such leave does not
exceed 90 days; (iii) a leave of absence in excess of 90 days,
duly authorized in writing by the Company, provided the
employee's right to reemployment is guaranteed either by statute
or contract; or (iv) a termination of employment with continued
service as an officer or director.
(b) DEATH OR DISABILITY. Unless the terms of the
Restricted Stock agreement or grant provide otherwise, in the
event a Participant terminates employment with the Company or any
subsidiary because of death or disability during the Restricted
Period, the restrictions applicable to the shares of Restricted
Stock shall automatically vest as of the date of termination.
(c) ADDITIONAL PROVISIONS AS DETERMINED BY COMMITTEE. The
Committee may, in its sole discretion, provide provisions in any
Restricted Stock agreement permitting or by resolution approve
vesting of all or part of any Restricted Stock awarded to a
Participant upon termination due to Normal Retirement or
Consensual Severance.
9
6.4 RESTRICTIONS ON TRANSFERABILITY.
(a) GENERAL. Unless the Committee otherwise consents or
unless the terms of the Restricted Stock agreement provide
otherwise, shares of Restricted Stock shall not be sold,
exchanged, transferred, pledged or otherwise disposed of by a
Participant during the Restricted Period other than to the
Company pursuant to subsection 6.3 or 6.4(b) or by will or the
laws of descent and distribution.
(b) SURRENDER TO THE COMPANY. If any sale, exchange,
transfer, pledge or other disposition, voluntary or involuntary,
of Restricted Stock that has not vested shall be made or
attempted during the Restricted Period, except as provided above
in subsections 6.3 and 6.4(a), the Participant's right to the
Restricted Stock shall immediately cease and terminate, and the
Participant shall promptly forfeit and surrender to the Company
all such Restricted Stock.
(c) OTHER RESTRICTIONS. The Committee may impose other
restrictions on any shares of Common Stock acquired pursuant to
an award of Restricted Stock as the Committee deems advisable.
6.5 CHANGE IN CONTROL
(a) ACCELERATION OF VESTING. Subject to the provisions of
Section 6.5(b), if a Change in Control of the Company shall
occur, then all outstanding Restricted Stock shall immediately
become fully vested and nonforfeitable.
(b) LIMITATION ON CHANGE IN CONTROL PAYMENTS. In the
Restricted Stock agreements entered into with a Participant, the
Committee may, in its sole discretion, provide that if the
acceleration of the vesting of Restricted Stock as provided in
Section 6.5(a), together with any other payments that such
Participant has the right to receive from the Company or any
corporation that is a member of an "affiliated group" (as defined
in Section 1504(a) of the Code without regard to Section 1504(b)
of the Code) of which the Company is a member, would constitute a
"parachute payment" (as defined in Section 280G(b)(2) of the
Code), the number of shares which shall become immediately fully
vested and nonforfeitable under Section 6.5(a) may be reduced to
the largest amount as will result in no portion of such payments
being subject to the excise tax imposed by Section 4999 of the
Code.
6.6 RIGHTS AS A SHAREHOLDER. During the Restricted Period, a
Participant shall have all rights of a shareholder with respect to his
Restricted Stock, including (a) the right to vote any shares at
shareholders' meetings; (b) the right to receive, without restriction, all
10
cash dividends paid with respect to such Restricted Stock; and (c) the
right to participate with respect to such Restricted Stock in any stock
dividend, stock split, recapitalization or other adjustment in the Common
Stock of the Company or any merger, consolidation or other reorganization
involving an increase or decrease or adjustment in the Common Stock of the
Company. Any new, additional or different shares or other security
received by the Participant pursuant to any such stock dividend, stock
split, recapitalization or reorganization shall be subject to the same
terms, conditions and restrictions as those relating to the Restricted
Stock for which such shares were received.
6.7 DEPOSIT OF CERTIFICATES; LEGENDING OF RESTRICTED STOCK.
(a) DEPOSIT OF CERTIFICATES. Any certificates evidencing
shares of Restricted Stock awarded pursuant to the Plan shall be
registered in the name of the relevant Participant and deposited,
together with a stock power endorsed in blank, with the Company.
In the discretion of the Committee, any such certificates may be
deposited in a bank designated by the Committee or delivered to
the Participant. Certificates for shares of Restricted Stock
that have vested shall be delivered to the Participant upon
request within a reasonable period of time. The Participant
shall sign all documents necessary or appropriate to facilitate
such delivery.
(b) LEGEND. Any certificates evidencing shares of
Restricted Stock awarded pursuant to the Plan shall bear the
following legend:
This certificate is held subject to the terms and
conditions contained in a restricted stock agreement
that includes a prohibition against the sale or
transfer of the stock represented by this certificate
except in compliance with that agreement, and that
provides for forfeiture upon certain events. A copy of
that agreement is on file in the office of the
Secretary of Shoreline Financial Corporation.
6.8 RESALE. The Participant shall agree not to resell or
redistribute such Restricted Stock after the Restricted Period except upon
such conditions as the Company may reasonably specify to ensure compliance
with federal and state securities laws.
SECTION 7
TAX BENEFIT RIGHTS
7.1 GRANT. A Participant may be granted Tax Benefit Rights under the
Plan to encourage a Participant to exercise Options and provide certain tax
11
benefits to the Company. A Tax Benefit Right entitles a Participant to
receive from the Company or a Subsidiary a cash payment not to exceed the
amount calculated by multiplying the ordinary income, if any, realized by
the Participant for federal tax purposes as a result of the exercise of a
non-qualified stock option, or the disqualifying disposition of shares
acquired under an incentive stock option, by the maximum federal income tax
rate (including any surtax or similar charge or assessment) for
corporations, plus any other applicable state and local tax against which
the Company is entitled to a deduction or credit by reason of exercise of
the Option or the disqualifying disposition.
7.2 RESTRICTIONS. A Tax Benefit Right may be granted only with
respect to a stock option issued and outstanding or to be issued under the
Plan and may be granted concurrently with or after the grant of the stock
option. Such rights with respect to outstanding stock options shall be
issued only with the consent of the Participant if the effect would be to
disqualify an incentive stock option, change the date of grant or the
exercise price, or otherwise impair the Participant's existing stock
options. A stock option to which a Tax Benefit Right has been attached
shall not be exercisable by an officer or employee subject to Section 16 of
the Act for a period of six months from the date of the grant of the Tax
Benefit Right.
7.3 TERMS AND CONDITIONS. The Committee shall determine the terms
and conditions of any Tax Benefit Rights granted and the Participants to
whom such rights will be granted with respect to stock options under the
Plan or any other plan of the Company. The Committee may amend, cancel,
limit the term of, or limit the amount payable under a Tax Benefit Right at
any time prior to the exercise of the related stock option, unless
otherwise provided under the terms of the Tax Benefit Right. The net
amount of a Tax Benefit Right, subject to withholding, may be used to pay a
portion of the stock option price, unless otherwise provided by the
Committee.
SECTION 8
GENERAL PROVISIONS
8.1 NO RIGHTS TO AWARDS. No Participant or other person shall have
any claim to be granted any Incentive Award, and there is no obligation of
uniformity of treatment of Participants or holders or beneficiaries of
Incentive Awards. The terms and conditions of the Incentive Awards of the
same type and the determination of the Committee to grant a waiver or
modification of any Incentive Award and the terms and conditions thereof
need not be the same with respect to each Participant.
8.2 WITHHOLDING. The Company or a Subsidiary shall be entitled to
(a) withhold and deduct from future wages of a Participant (or from other
amounts that may be due and owing to a Participant from the Company or a
12
Subsidiary), or make other arrangements for the collection of, all amounts
deemed necessary to satisfy any and all federal, state and local
withholding and employment-related tax requirements attributable to an
Incentive Award, including, without limitation, the grant, exercise or
vesting of, or payment of dividends with respect to, an Incentive Award or
a disqualifying disposition of Common Stock received upon exercise of an
incentive stock option; or (b) require a Participant promptly to remit the
amount of such withholding to the Company before taking any action with
respect to an Incentive Award. Unless the Committee determines otherwise,
withholding may be satisfied by withholding Common Stock to be received
upon exercise or by delivery to the Company of previously owned Common
Stock. The Company may establish such rules and procedures concerning
timing of any withholding election as it deems appropriate to comply with
Rule 16b-3 under the Act.
8.3 COMPLIANCE WITH LAWS; LISTING AND REGISTRATION OF SHARES. All
Incentive Awards granted under the Plan (and all issuances of Common Stock
or other securities under the Plan) shall be subject to applicable laws,
rules and regulations, and to the requirement that if at any time the
Committee determines, in its sole discretion, that the listing,
registration or qualification of the shares covered thereby upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the granting of such Incentive Award
or the issue or purchase of shares thereunder, such Incentive Award may not
be exercised in whole or in part, or the restrictions on such Incentive
Award shall not lapse, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Committee.
8.4 NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other or additional compensation arrangements,
including the grant of options and other stock-based awards, and such
arrangements may be either generally applicable or applicable only in
specific cases.
8.5 NO RIGHT TO EMPLOYMENT. The grant of an Incentive Award shall
not be construed as giving a Participant the right to be retained in the
employ of the Company or any Subsidiary. The Company or any Subsidiary may
at any time dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided in the
Plan or in any written agreement with a Participant.
8.6 GOVERNING LAW. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Michigan and applicable federal
law.
13
8.7 SEVERABILITY. In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been included.
SECTION 9
EFFECTIVE DATE AND DURATION OF THE PLAN
This Plan shall take effect May 1, 1996 subject to approval by the
shareholders at the 1996 Annual Meeting of Shareholders, or any adjournment
thereof or at a special meeting of shareholders. Unless earlier terminated
by the Board of Directors, no Incentive Award shall be granted under this
Plan after April 30, 2006.
SECTION 10
TERMINATION AND AMENDMENT
The Board may terminate the Plan at any time, or may from time to time
amend the Plan, provided that without shareholder approval no such
amendment may (a) materially increase the number of shares that may be
issued under the Plan; or (b) impair any outstanding Incentive Award
without the consent of the Participant, except according to the terms of
the Incentive Award. No termination, amendment or modification of the Plan
shall become effective with respect to any Incentive Award previously
granted under the Plan without the prior written consent of the Participant
holding such Incentive Award unless such amendment or modification operates
solely to the benefit of the Participant.
14
EXHIBIT 5(a) AND 23(a)
August 8, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Shoreline Financial Corporation
Registration Statement on Form S-8
Shoreline Financial Corporation
STOCK INCENTIVE PLAN OF 1996
Dear Sir or Madam:
We represent Shoreline 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 50,000
shares of 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. On the
basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Michigan.
2. The Company has an authorized capitalization of ten million
(10,000,000) shares of Common Stock, and one million (1,000,000) shares of
Preferred Stock.
Securities and Exchange Commission
Registration No. 33-______________
August 8, 1996
Page 2
____________________________________
3. When the Registration Statement has become effective under the
Act, any and all shares of Common Stock the subject of the Registration
Statement will, when issued upon payment of the purchase price therefore to
the Company, be legally issued and outstanding, 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 Stock Incentive Plan of 1996.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By /S/ GORDON R. LEWIS
Gordon R. Lewis
A Partner
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use and incorporation by reference in this
Form S-8 Registration Statement for Shoreline Financial Corporation's
Stock Incentive Plan of 1996, our report, dated February 7, 1996, on
the consolidated financial statements of Shoreline Financial
Corporation which appears on page 34 of Shoreline Financial
Corporation's Annual Report to Shareholders for the year ended
December 31, 1995, which is incorporated by reference in Shoreline
Financial Corporation's Form 10-K for the year ended December 31,
1995.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
South Bend, Indiana
August 2, 1996
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 27, 1996 /S/ LOUIS A. DESENBERG
Louis A. Desenberg
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 27, 1996 /S/ MERLIN J. HANSON
Merlin J. Hanson
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 29, 1996 /S/ THOMAS T. HUFF
Thomas T. Huff
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 29, 1996 /S/ RONALD F. KINNEY
Ronald F. Kinney
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 27, 1996 /S/ JAMES E. LEBLANC
James E. LeBlanc
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 29, 1996 /S/ L. RICHARD MARZKE
L. Richard Marzke
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
March 1, 1996 /S/ JAMES F. MURPHY
James F. Murphy
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 29, 1996 /S/ ROBERT L. STARKS
Robert L. Starks
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 27, 1996 /S/ JEFFREY H. TOBIAN
Jeffrey H. Tobian
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 22, 1996 /S/ HARRY C. VORYS
Harry C. Vorys
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 27, 1996 /S/ RONALD L. ZILE
Ronald L. Zile
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 27, 1996 /S/ WAYNE R. KOEBEL
Wayne R. Koebel
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful 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 Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 50,000 shares of its Common Stock to be
offered in connection with the Stock Incentive Plan of 1996, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
February 27, 1996 /S/ DAN L. SMITH
Dan L. Smith
Chairman of the Board, President,
Chief Executive Officer and Director
