EXHIBIT 99(a) FINANCIAL STATEMENTS AND SCHEDULES CHEMICAL FINANCIAL CORPORATION 401 (K) SAVINGS PLAN YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994 WITH REPORT OF INDEPENDENT AUDITORS REPORT OF INDEPENDENT AUDITORS Administrative Committee of the Chemical Financial Corporation 401 (k) Savings Plan We have audited the accompanying statements of assets, liabilities and participants' equity of the Chemical Financial Corporation 401 (k) Savings Plan as of December 31, 1995 and 1994 and the related statements of changes in participants' equity for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets, liabilities and participants' equity of the Plan at December 31, 1995 and 1994, and the changes in such participants' equity for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investments and reportable transactions as of and for the year ended December 31, 1995 are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1995 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1995 financial statements taken as a whole. S/ ERNST & YOUNG LLP February 16, 1996 NOTES TO FINANCIAL STATEMENTS CHEMICAL FINANCIAL CORPORATION 401 (K) SAVINGS PLAN DECEMBER 31, 1995 NOTE A - - SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared under the accrual basis of accounting in accordance with generally accepted accounting principles. As a result, the financial statements include accrual amounts for investment income and contributions which are not reported on the Annual Return/Report of Employee Benefit Plan (Form 5500) filed with the Department of Labor. Investments are stated at aggregate fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last reported bid price. Unrealized appreciation (depreciation) in the aggregate fair value of investments represents the change in the difference between aggregate fair value and the cost of investments. The realized gain or loss on sale of investments is the difference between the proceeds received and the cost of the specific investments sold. Realized gains and losses are different than the related amounts reported on Form 5500 which are computed as the difference between the proceeds received and the fair value at the beginning of the year as prescribed by the Department of Labor regulations. Expenses incurred in connection with the operation of the Plan are borne by Chemical Financial Corporation. NOTE B - - DESCRIPTION OF THE PLAN The Plan is a voluntary, defined-contribution plan covering all eligible employees of the Corporation and subsidiaries. The Plan provides for the deferral of salaries, wages and bonuses in accordance with Section 401 (k) of the Internal Revenue Code. Employees of the Corporation or any of its subsidiaries are eligible for participation upon attaining age 21 and completing one year of service. At December 31, 1995 there were 400 participants in the Plan. Participants may be eligible to contribute up to 10% of their annual compensation, up to a maximum of $9,240 in both 1995 and 1994. The employer made no contributions to the Plan during 1995 or 1994. Participants may direct their contributions into an intermediate bond, an index fund, a stock and bond fund, a money market or Chemical Financial Corporation common stock -2- NOTES TO FINANCIAL STATEMENTS (CONTINUED) fund or a combination of these funds, and may elect to change the percentage directed to each fund quarterly. All participant contributions are fully vested. Participant loans are permitted under the Plan. These loans are subject to a strict set of rules established by laws and regulations. As of December 31, 1995 the Plan had four participant loans outstanding at interest rates ranging from 9.50%-11.75%. Information about the plan agreement and the vesting and benefit provisions is contained in the Summary Plan Description contained in the Chemical Financial Corporation Employee Handbook and is available along with information regarding investment alternatives from the Plan Administrator and Personnel Departments. The Corporation, acting through its Board of Directors, has the right to amend or terminate the Plan at any time. -3- NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE C - - INVESTMENTS During the years ended December 31, 1995 and December 31, 1994 the Plan's net appreciation (depreciation) in the fair value of investments (including investments bought, sold, as well as held during the year) is summarized as follows: 1995 1994 Chemical Financial Corporation Common Stock Fund $ 291,513 $ (13,297) Intermediate Bond Fund 3,364 (4,690) Index Fund 42,819 (4,887) Stock and Bond Fund 21,488 (2,827) $ 359,184 $ (25,701) The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: DECEMBER 31 1995 1994 Chemical Financial Corporation Common Stock $ 1,081,080 $ 569,480 Federated Investors Mutual Funds: Federated Short-Intermediate Government Trust 127,111 106,631 Max-Cap Fund 460,200 283,040 Stock and Bond Fund, Inc. 56,354 Treasury Obligations Fund 159,338 187,867 Fidelity Investments-Puritan Fund 219,730 -4- NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE D -- TRANSACTIONS WITH PARTIES-IN-INTEREST THE FOLLOWING IS A SUMMARY OF TRANSACTIONS (AT COST) WITH PARTIES-IN-INTEREST: CHEMICAL FEDERATED MUTUAL FUNDS FIDELITY FINANCIAL STOCK MONEY INVESTMENTS- CORP. COMMON INTERMEDIATE INDEX AND BOND MARKET STOCK AND STOCK FUND BOND FUND FUND FUND FUND BOND FUND Balance at December 31, 1993 $ 338,932 $ 146,423 $ 182,967 $ 23,000 $ 112,369 $ Purchased in 1994 212,698 9,704 103,800 35,916 631,670 Sales in 1994 (6,425) (45,408) (556,172) Distributions in 1994 (11,817) Balance at December 31, 1994 533,388 110,719 286,767 58,916 187,867 Purchases in 1995 268,711 28,707 143,302 656,802 $ 203,072 Sales in 1995 (25,115) (11,910) (7,601) (58,916) (685,331) (2,368) Distributions in 1995 (18,845) Balance at December 31, 1995 $ 758,139 $ 127,516 $ 422,468 $ 0 $ 159,338 $ 200,704 -5- NOTES TO FINANCIAL STATEMENTS (CONTINUED) NOTE E - - INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and therefore, is not subject to tax under present tax laws. Once qualified, the Plan is required to operate in conformity with the IRC in order to maintain its qualification. The Plan Sponsor is not aware of any course of action or series of events that would adversely affect the Plan's qualified status. -6- SCHEDULE OF ASSETS HELD FOR INVESTMENT CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN DECEMBER 31, 1995 AND FOR THE YEAR THEN ENDED DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST CURRENT Chemical Financial Corporation Common Stock - 28,080 shares Common Stock at $38.50/share current value $ 758,139 $ 1,081,080 Federated Investors Mutual Funds: Federated Short-Intermediate Government Trust Intermediate Bond Fund - 12,187 units 127,516 127,111 Max-Cap Fund Index Fund - 34,139 units 422,468 460,200 Treasury Obligations Fund Money Market Fund - 159,338 units, $1,00/unit current value 159,338 159,338 Fidelity Investments-Puritan Fund Stock and Bond Fund - 12,918 units 200,704 219,730 Total Mutual Funds 910,026 966,379 Four loans at interest rates ranging from 9.50% - 11.75% and maturing Participant Loans 3/13/97 - 2/29/2000 13,135 13,135 TOTAL INVESTMENTS $ 1,681,300 $ 2,060,594 There were no investment assets reportable as acquired and disposed of during the year. -7- STATEMENT OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY CHEMICAL FINANCIAL CORPORATION 401 (K) SAVINGS PLAN DECEMBER 31, 1995 CHEMICAL CASH STOCK FINANCIAL AND INTERMEDIATE AND CORPORATION MONEY PARTICIPANT BOND INDEX BOND STOCK MARKET LOAN FUND FUND FUND FUND FUND FUND TOTAL ASSETS: Investments at fair value: Chemical Financial Corporation Common Stock $ 1,081,080 $ 1,081,080 Federated Investors Mutual Funds: Federated Short-Intermediate Government Trust $ 127,111 127,111 Max-Cap Fund $ 460,200 460,200 Treasury Obligations Fund 1,302 5,043 $ 3,018 10,145 $ 138,647 $ 1,183 159,338 Fidelity Investments-Puritan Fund 219,730 219,730 Participation loans 13,135 13,135 128,413 465,243 222,748 1,091,225 138,647 14,318 2,060,594 Employee contributions receivable 1,262 3,671 3,053 8,298 1,504 17,788 Cash and accrued income 593 48 9 69 656 59 1,434 Total Assets (equal to participant's $ 130,268 $ 468,962 $ 225,810 $ 1,099,592 $ 140,807 $ 14,377 $ 2,079,816 equity) See accompanying notes. -8- STATEMENT OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY CHEMICAL FINANCIAL CORPORATION 401 (K) SAVINGS PLAN DECEMBER 31, 1994 CHEMICAL CASH STOCK FINANCIAL AND INTERMEDIATE AND CORPORATION MONEY PARTICIPANT BOND INDEX BOND STOCK MARKET LOAN FUND FUND FUND FUND FUND FUND TOTAL ASSETS: Investments at fair value: Chemical Financial Corporation Common Stock $ 569,480 $ 569,480 Federated Investors Mutual Funds: Federated Short-Intermediate Government Trust $ 106,631 106,631 Max-Cap Fund $ 283,040 283,040 Stock and Bond Fund, Inc. $ 56,354 56,354 Treasury Obligations Fund 7,890 38,529 20,432 12,161 $ 107,290 $ 1,565 187,867 114,521 321,569 76,786 581,641 107,290 1,565 1,203,372 Participation loan 1,714 1,714 Cash and accrued income 1,873 4,312 1,456 7,353 1,843 8 16,845 Total Assets (equal to participant's $ 116,394 $ 325,881 $ 78,242 $ 588,994 $ 109,133 $ 3,287 $ 1,221,931 equity) See accompanying notes. -9- STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN YEAR ENDED DECEMBER 31, 1995 CHEMICAL CASH STOCK FINANCIAL AND INTERMEDIATE AND CORPORATION MONEY PARTICIPANT BOND INDEX BOND STOCK MARKET LOAN FUND FUND FUND FUND FUND FUND TOTAL Additions: Interest and dividend income $ 6,902 $ 70,850 $ 11,177 $ 18,443 $ 7,253 $ 1,223 $ 115,848 Employee contributions 30,587 88,305 68,760 211,717 38,340 437,709 37,489 159,155 79,937 230,160 45,593 1,223 553,557 Deductions: Participants' accounts distributed upon withdrawal (3,783) (13,846) (6,437) (23,290) (7,500) (54,856) Net transfers between funds (23,196) (45,047) 52,580 12,215 (6,419) 9,867 - - Net realized and unrealized appreciation (depreciation) in fair value of investments: Realized (319) 1,360 (100) 4,664 5,605 Unrealized 3,683 41,459 21,588 286,849 353,579 Net increase 13,874 143,081 147,568 510,598 31,674 11,090 857,885 Participants' equity at beginning of year 116,394 325,881 78,242 588,994 109,133 3,287 1,221,931 Participants' equity at end of year $ 130,268 $ 468,962 $ 225,810 $ 1,099,592 $ 140,807 $ 14,377 $ 2,079,816 See accompanying notes. -10- STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN NET INCREASE (DECREASE) YEAR ENDED DECEMBER 31, 1994 CHEMICAL CASH STOCK FINANCIAL AND INTERMEDIATE AND CORPORATION MONEY PARTICIPANT BOND INDEX BOND STOCK MARKET LOAN FUND FUND FUND FUND FUND FUND TOTAL Additions: Interest and dividend income $ 5,548 $ 8,092 $ 2,096 $ 10,879 $ 3,717 $ 386 $ 30,718 Employee contributions 33,118 105,407 42,956 172,588 29,910 383,979 38,666 113,499 45,052 183,467 33,627 386 414,697 Deductions: Participants' accounts distributed upon withdrawal (24,689) (2,498) (22) (14,625) (515) (42,349) Net transfers between funds (42,261) 26,249 11,508 28,892 (21,900) (2,488) - - Net realized and unrealized appreciation (depreciation) in fair value of investments: Realized (527) 1,884 1,357 Unrealized (4,163) (4,887) (2,827) (15,181) (27,058) Net increase (decrease) (32,974) 132,363 53,711 184,437 11,212 (2,102) 346,647 Participants' equity at beginning of year 149,368 193,518 24,531 404,557 97,921 5,389 875,284 Participants' equity at end of year $ 116,394 $ 325,881 $ 78,242 $ 588,994 $ 109,133 $ 3,287 $ 1,221,931 See accompanying notes. -11- SCHEDULE OF REPORTABLE TRANSACTIONS CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN YEAR ENDED DECEMBER 31, 1995 CURRENT DESCRIPTION OF ASSET VALUE ON INTEREST RATE AND EXPENSE TRANS- MATURITY IN PURCHASE SELLING LEASE INCURRED WITH COST ACTION NET GAIN IDENTITY OF PARTY INVOLVED CASE OF A LOAN PRICE PRICE RENTAL TRANSACTION OF ASSET DATE (LOSS) Category i) A transaction with respect to any asset involving an amount in excess of 5% of the current value of plan assets: Federal Investors Index Fund: 4,900 units $ 13.36 $ 65,464 $ 65,464 Money Market Fund: 63,590 units 1.00 63,590 63,590 65,693 units $ 1.00 65,693 65,693 $ -- Fidelity Investments Stock and Bond Fund: 4,900 units 15.09 73,941 73,941 3,865 units 15.14 58,516 58,516 -12- SCHEDULE OF REPORTABLE TRANSACTIONS CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN YEAR ENDED DECEMBER 31, 1995 CURRENT DESCRIPTION OF ASSET VALUE ON INTEREST RATE AND EXPENSE TRANS- MATURITY IN PURCHASE SELLING LEASE INCURRED WITH COST ACTION NET GAIN IDENTITY OF PARTY INVOLVED CASE OF A LOAN PRICE PRICE RENTAL TRANSACTION OF ASSET DATE (LOSS) Category iii) A series of trans- actions involving securities of the same issue which, when aggregated, involve an amount in excess of 5% of the current value of plan assets: Chemical Financial Corporation Common Stock: 47 purchases $268,711 $268,711 32 sales 25,115 29,779 $4,664 Federated Investors Index Fund: 22 purchases 143,302 143,302 4 sales 7,601 8,961 1,360 Money Market Fund: 217 purchases 656,802 656,802 144 sales 685,331 685,331 -- Fidelity Investments Stock and Bond Fund: 26 purchases 203,072 203,072 2 sales 2,368 2,575 207 There were no category ii) or iv) reportable transactions. -13-