EXHIBIT 10(b)

                           EMPLOYMENT AGREEMENT


          THIS IS AN AGREEMENT dated as of August 16, 1995, by and between
SHORELINE FINANCIAL CORPORATION, a Michigan corporation ("Shoreline"), and
WAYNE R. KOEBEL ("Employee").

          Employee is currently serving as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of Shoreline and Executive Vice
President and Chief Financial Officer of Shoreline Bank (the "Bank"), a
Michigan banking corporation and wholly owned subsidiary of Shoreline.  In
view of Employee's knowledge, reputation and substantial experience, the
Board of Directors of Shoreline (the "Board") has determined that it is in
the best interests of Shoreline and the Bank to obtain the continued
services of Employee and the availability of his objective advice and
counsel.

          ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

          1.   EMPLOYMENT.  Shoreline agrees to employ Employee, effective
     as of the date of this Agreement (the "Employment"), to serve as the
     Executive Vice President, Chief Financial Officer, Secretary and
     Treasurer of Shoreline and the Executive Vice President and Chief
     Financial Officer of the Bank, or to serve such other subsidiary or
     subsidiaries of Shoreline as may be mutually agreed by Shoreline and
     Employee.  Employee accepts the Employment on the terms and conditions
     set forth in this Agreement.  Employee agrees to devote substantially
     his entire time and attention to the management and operation of
     Shoreline and the Bank, or such other duties as may be assigned to him
     by the Board pursuant to this Agreement.  The Board may assign such
     other duties and responsibilities as are substantially consistent with
     the services being performed by Employee for Shoreline and the Bank on
     the date of this Agreement.  Notwithstanding the foregoing, Employee's
     expenditure of reasonable amounts of time for personal or outside
     business, charitable and professional activities shall not be deemed
     to constitute a breach of this Agreement, so long as such activities
     do not materially interfere with the services required to be rendered
     by Employee under this Agreement.

          2.   COMPENSATION.

               (a)  SALARY AND BONUS OR INCENTIVE COMPENSATION. In
          consideration for his services, Employee shall be paid a salary
          and such bonus or incentive compensation as may be determined
          from time to time by the Board upon the recommendation of its
          Compensation Committee. In determining Employee's compensation,
          the Compensation Committee shall consider the prevailing
          compensation for comparable positions with peer group banks.
          During the term of this Agreement, Employee's salary shall not be
          decreased without his consent except pursuant to a general
          decrease in the salary of all senior officers of Shoreline.  The
          Board may cause any Shoreline subsidiary to which Employee is
          rendering services pursuant to this Agreement to pay all or any
          part of Employee's salary, bonus, fringe benefits or other
          compensation under this Agreement in lieu of payment by
          Shoreline.  Such payment by a subsidiary of Shoreline shall
          discharge the obligation of Shoreline under this Agreement to the
          extent of such payment.

               (b)  BENEFITS.  Employee shall enjoy all rights, benefits
          and privileges to which he may be entitled as an employee of
          either or both of Shoreline or the Bank, as the case may be,
          under any retirement, deferred compensation, pension, profit
          sharing or other employee benefit plan, or under any policy of
          health, life, disability, hospitalization or other insurance
          which may now be in effect or which may hereafter be adopted, on
          a basis at least as favorable as is enjoyed by other employees of
          Shoreline or the Bank during the Employment.  Employee shall be
          provided other fringe benefits on the same basis and at a level
          commensurate with those generally available to executive officers
          of Shoreline and the Bank.

     3.   TERM AND TERMINATION.  The Employment shall commence as of the
date of this Agreement and shall continue until this Agreement is
terminated in accordance with any of the following provisions:

          (a)  DEATH.  If Employee shall die while this Agreement is in
     effect, this Agreement shall terminate as of the date of his death.
     Shoreline shall cause Employee's compensation and benefits pursuant to
     Paragraph 2 of this Agreement to be paid through the last day of the
     calendar month in which Employee's death occurs.

          (b)  DISABILITY.  If Employee shall be unable to substantially
     perform his employment duties for a period of nine (9) successive
     months by reason of any physical or mental disability resulting from
     accident or illness, this Agreement may be terminated as of the end of
     any calendar month following the expiration of such nine-month period:
     (i) by Shoreline based upon a determination that Employee is disabled
     and by notice in writing to that effect to Employee; or (ii) by
     Employee by his resignation in writing to Shoreline. Any determination
     as to whether Employee is disabled shall be made by a licensed
     physician selected by agreement of Shoreline and Employee or, if they
     cannot agree upon a physician, then by a majority of a panel of three
     (3) licensed physicians, consisting of one physician selected by
     Shoreline, one physician selected by Employee, and the third selected
     by the first two. All rights of Employee to compensation under this
     Agreement shall terminate immediately upon termination of this
     Agreement pursuant to this Subparagraph 3(b).



                       -2-
          (c)  TERMINATION FOR CAUSE.  Shoreline shall have the right to
     terminate the Employment and this Agreement for "Cause".  For purposes
     of this Agreement, "Cause" shall be limited to (i) the willful and
     continued failure by Employee to substantially perform such employment
     duties as are reasonable and appropriate to his positions (other than
     any failure resulting from a disability described in Subparagraph
     3(b)), after a demand for substantial performance is delivered to
     Employee on behalf of the Board which specifically identifies the
     manner in which it is alleged that Employee has not substantially
     performed his duties, or (ii) the willful engaging by Employee in
     misconduct which is materially injurious to Shoreline or the Bank,
     monetarily or otherwise, including without limitation,
     misappropriation of property or funds, conviction of a felony or
     violation of banking statutes or regulations.  For purposes of this
     Subparagraph, no act or failure to act on Employee's part shall be
     considered "willful" unless done or omitted to be done by Employee not
     in good faith and without reasonable belief that his action or
     omission was in the best interests of Shoreline and the Bank.
     Notwithstanding the foregoing, this Agreement shall not be deemed to
     have been terminated for Cause unless and until there shall have been
     delivered to Employee written notice of termination on behalf of the
     Board after reasonable notice to him, an opportunity for him to be
     heard before the Board, and a finding that in the reasonable opinion
     of at least two-thirds (2/3) of the entire Board, Employee was guilty
     of conduct set forth above in clauses (i) or (ii) above and describing
     such conduct in detail.

          (d)  TERMINATION BY EMPLOYEE FOR GOOD REASON.  Employee shall
     have the right to terminate this Agreement for "Good Reason" by
     delivering to Shoreline written notice of termination within three (3)
     years after the occurrence of any of the events described in this
     Subparagraph.  For purposes of this Agreement, "Good Reason" shall
     mean the occurrence of any of the following without Employee's express
     written consent:

               (i)  The assignment to Employee of any position or duties of
          materially less responsibility and status than Employee's present
          positions, duties, responsibilities and status with Shoreline or
          the Bank, or a materially adverse change in Employee's reporting
          responsibilities, titles or offices as presently in effect, or
          any removal of Employee from or any failure to reelect Employee
          to any of such positions, except in connection with the
          termination of this Agreement by reason of Employee's death or
          disability or for Cause, or by Employee pursuant to Subparagraph
          3(e);

               (ii) The failure by Shoreline to consider Employee for an
          increase in salary no less frequently than annually, or a
          material reduction or termination by Shoreline of Employee's


                       -3-
          salary, bonus, incentive compensation or any other forms of
          compensation payable to Employee pursuant to Subparagraph 2(a);

               (iii) The relocation of Shoreline's principal executive
          offices to a location outside Berrien County, Michigan, or
          Shoreline's imposition of any requirement that Employee be based
          anywhere other than in Berrien County, Michigan; or

               (iv) The failure of Shoreline to fulfill any of its
          obligations under this Agreement.

          (e)  VOLUNTARY TERMINATION BY EMPLOYEE.  Employee shall have the
     right to voluntarily terminate this Agreement and the Employment for
     reasons other than those set forth in the foregoing Subparagraphs of
     this Paragraph 3 by giving thirty (30) days' written notice to
     Shoreline specifying the date of termination.

          (f)  TERMINATION BY SHORELINE.  Shoreline shall have the right to
     terminate this Agreement at any time (with or without also terminating
     the Employment), upon the affirmative vote of two-thirds (2/3) of the
     entire Board, by giving sixty (60) days' written notice to Employee
     specifying the date of termination of this Agreement.

     4.   SEVERANCE BENEFITS.  If this Agreement shall be terminated by
Employee for Good Reason pursuant to Subparagraph 3(d), or by Shoreline
pursuant to notice given in accordance with Subparagraph 3(f), Employee
shall be entitled to receive severance benefits consisting of the
following:

          (a)  SEVERANCE PAYMENTS.  If such termination occurs within three
     (3) years after a "Change in Control," as defined below, monthly
     severance payments equal to the average of Employee's aggregate
     monthly cash compensation received from Shoreline and the Bank during
     the five (5) fiscal years of Shoreline immediately preceding
     termination of this Agreement.  Such severance payments shall be paid
     for and over thirty-six (36) months.

          (b)  ACCRUED BONUS.  Any bonus that was or would have been
     accrued by Shoreline or the Bank, as the case may be, for the benefit
     of Employee on the date of termination of this Agreement pursuant to
     Shoreline's or the Bank's standard practices for computing bonuses.

          (c)  BENEFITS.  Continued participation, during the period over
     which severance payments are required pursuant to Subparagraph 4(a),
     in all benefits provided by Subparagraph 2(b) in which Employee is
     participating on the date of termination; provided, that if for any
     reason Employee's participation in any such plan or program is barred
     or otherwise prevented, Shoreline shall provide Employee with benefits
     or payments of substantially the same value.


                       -4-
          (d)  CHANGE IN CONTROL DEFINED.  For purposes of this Agreement,
     a "Change in Control" shall have occurred if:

               (i)  There has been a change in the control of Shoreline 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 (A) 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 Shoreline representing 25 percent or more of the
          combined voting power of Shoreline's then outstanding securities,
          or (B) 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
          Shoreline'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);

               (ii) 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 Shoreline or any
          of Shoreline's subsidiaries ("Business Combination") and such
          notice, communication, or proposal has not been withdrawn or
          terminated; or

               (iii) 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.

     Except as expressly provided in this Paragraph, upon termination of
this Agreement, Employee shall cease to be an employee of Shoreline or the
Bank for all purposes and shall have no further rights as an employee after
such termination.

     5.   PARACHUTE PAYMENTS.  Notwithstanding any other provision of this
Agreement, if (i) part or all of any compensation and benefits to be paid
to Employee by or on behalf of Shoreline, whether under this Agreement or
otherwise, constitute a "parachute payment" (or payments) under Section
280G or any other similar provision of the Code, and (ii) if the aggregate
present value of such parachute payments (the "Parachute Amount") exceeds
2.99 times Employee's "base amount" as defined in Section 280G of the Code,
then the amounts otherwise payable to or for the benefit of Employee


                       -5-
subsequent to the termination of this Agreement and taken into account in
calculating the Parachute Amount (the "termination payments"), shall be
adjusted to the extent necessary to equate the Parachute Amount with 2.99
times Employee's "base amount."  The adjustments permitted under this
Paragraph 5 may include the elimination of payments, the reduction of the
amount of any payments, and the extension of the date upon which the
payments would otherwise be due to reduce the present value of such
payments.  Payment of the amount by which any compensation or benefit to
Employee is reduced pursuant to this Paragraph shall be deferred for one or
more fiscal years thereafter and shall be paid to Employee in the next
following fiscal year or years to the extent that he receives no parachute
payment subject to an excise tax in any such year.

     6.   NO SOLICITATION.  Following the termination of the Employment or
this Agreement for any reason, Employee shall not, individually or on
behalf of any corporation, partnership, joint venture or other entity,
directly or indirectly solicit or induce any officer or other employee of
Shoreline or any of its affiliates to leave his or her employment with
Shoreline or such affiliate.

     7.   SUCCESSORS; BINDING AGREEMENT.

          (a)  Shoreline shall require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business, assets or both of Shoreline or the
     Bank, by agreement in form and substance reasonably satisfactory to
     Employee, expressly to assume and agree to perform this Agreement in
     the same manner and to the same extent that Shoreline would be
     required to perform it if no such succession had taken place.  Failure
     of Shoreline to obtain such agreement prior to the effectiveness of
     any succession shall be a breach of this Agreement and shall entitle
     Employee to compensation in the same amount and on the same terms as
     Employee would be entitled hereunder if Employee terminated his
     employment for Good Reason, except that for purposes of implementing
     the foregoing, the date on which any such succession becomes effective
     shall be deemed the date of termination.  As used in this Agreement,
     "Shoreline" shall mean Shoreline and any successor to Shoreline's
     business, assets or both which executes and delivers the agreement
     provided for in this Paragraph 7 or which otherwise becomes bound by
     all of the terms and provisions of this Agreement by operation of law.

          (b)  This Agreement shall inure to the benefit of and be
     enforceable by Employee's personal or legal representatives,
     executors, administrators, successors, heirs, distributees, devisees
     and legatees.  If Employee should die while any amount would still be
     payable to him under this Agreement if he had continued to live, all
     such amounts, except as otherwise provided in this Agreement, shall be
     paid in accordance with the terms of this Agreement to his devisee,
     legatee or other designee or, if there be no such designee, to his
     estate.

                       -6-
     8.   NOTICE.  All notices and other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to Employee at his residence
address as reflected in the personnel records of Shoreline, or to Shoreline
at its principal executive offices to the attention of the Chief Executive
Officer of Shoreline with a copy to the Secretary of Shoreline, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.

     9.   ENTIRE AGREEMENT.  No agreements or representations, written or
oral, express or implied, with respect to the subject matter of this
Agreement have been made by either party which are not set forth expressly
in this Agreement, and this Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter
hereof.

     10.  AMENDMENT AND WAIVER.  No provisions of this Agreement may be
amended, modified, waived or discharged unless such waiver, modification or
discharge is agreed to in a writing signed by Employee and such officer as
may be specifically designated by the Board.  No waiver by either party
hereto at any time of any breach by the other party hereto of any condition
or provision of this Agreement to be satisfied or performed by such other
party shall be deemed a waiver of similar or dissimilar conditions or
provisions at the time or at any prior or subsequent time.

     11.  SEVERABILITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force
and effect.

     12.  GOVERNING LAW.  The validity, interpretation, construction and
enforcement of this Agreement shall be governed by the laws of the State of
Michigan.
















                       -7-
          IN WITNESS WHEREOF, the parties have signed this Agreement as of
the date and year first above written.


                              SHORELINE FINANCIAL CORPORATION


                              By /S/ DAN L. SMITH
                                 Dan L. Smith
                                 Chairman of the Board, President and
                                   Chief Executive Officer



                              /S/ WAYNE R. KOEBEL
                              Wayne R. Koebel
                                                                 "Employee"


































                       -8-
                           EMPLOYMENT AGREEMENT


          THIS IS AN AGREEMENT dated as of August 16, 1995, by and between
SHORELINE FINANCIAL CORPORATION, a Michigan corporation ("Shoreline"), and
DAN L. SMITH ("Employee").

          Employee is currently serving as Chairman of the Board, President
and Chief Executive Officer of Shoreline and Chairman of the Board,
President and Chief Executive Officer of Shoreline Bank, a Michigan banking
corporation and wholly owned subsidiary of Shoreline (the "Bank"). 
Employee has been employed by Shoreline, the Bank, and their predecessors
since July 16, 1956.  In view of Employee's knowledge, reputation and
substantial experience, the Board of Directors of Shoreline (the "Board")
has determined that it is in the best interests of Shoreline and the Bank
to obtain the continued services of Employee and the availability of his
objective advice and counsel.

          ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

          1.   EMPLOYMENT.  Shoreline agrees to employ Employee, effective
     as of the date of this Agreement (the "Employment"), to serve as the
     Chairman of the Board, President and Chief Executive Officer of
     Shoreline and the Chairman of the Board, President and Chief Executive
     Officer of the Bank, or to serve such other subsidiary or subsidiaries
     of Shoreline as may be mutually agreed by Shoreline and Employee. 
     Employee accepts the Employment on the terms and conditions set forth
     in this Agreement.  Employee agrees to devote substantially his entire
     time and attention to the management and operation of Shoreline and
     the Bank, or such other duties as may be assigned to him by the Board
     pursuant to this Agreement.  The Board may assign such other duties
     and responsibilities as are substantially consistent with the services
     being performed by Employee for Shoreline and the Bank on the date of
     this Agreement.  Notwithstanding the foregoing, Employee's expenditure
     of reasonable amounts of time for personal or outside business,
     charitable and professional activities shall not be deemed to
     constitute a breach of this Agreement, so long as such activities do
     not materially interfere with the services required to be rendered by
     Employee under this Agreement.

          2.   COMPENSATION.

               (a)  SALARY AND BONUS OR INCENTIVE COMPENSATION. In
          consideration for his services, Employee shall be paid a salary
          and such bonus or incentive compensation as may be determined
          from time to time by the Board upon the recommendation of its
          Compensation Committee. In determining Employee's compensation,
          the Compensation Committee shall consider the prevailing
          compensation for comparable positions with peer group banks. 
          During the term of this Agreement, Employee's salary shall not be
          decreased without his consent except pursuant to a general
          decrease in the salary of all senior officers of Shoreline.  The
          Board may cause any Shoreline subsidiary to which Employee is
          rendering services pursuant to this Agreement to pay all or any
          part of Employee's salary, bonus, fringe benefits or other
          compensation under this Agreement in lieu of payment by
          Shoreline.  Such payment by a subsidiary of Shoreline shall
          discharge the obligation of Shoreline under this Agreement to the
          extent of such payment.

               (b)  BENEFITS.  Employee shall enjoy all rights, benefits
          and privileges to which he may be entitled as an employee of
          either or both of Shoreline or the Bank, as the case may be,
          under any retirement, deferred compensation, pension, profit
          sharing or other employee benefit plan, or under any policy of
          health, life, disability, hospitalization or other insurance
          which may now be in effect or which may hereafter be adopted, on
          a basis at least as favorable as is enjoyed by other employees of
          Shoreline or the Bank during the Employment.  Employee shall be
          provided other fringe benefits on the same basis and at a level
          commensurate with those generally available to executive officers
          of Shoreline and the Bank.

               (c)  SUPPLEMENTAL RETIREMENT PLAN.  The Company will provide
          a supplemental retirement benefit to Employee.  The benefit will
          be calculated by first determining the amount of Employee's
          benefit payable from qualified defined benefit plans maintained
          by the Company, without reduction for any provisions of the
          Internal Revenue Code that directly or indirectly limit benefits
          payable from qualified defined benefit plans, including
          Sections 401(a)(17) and 415.  From this amount the actual benefit
          payment from the Company qualified defined benefit plans will be
          subtracted.  The result is the benefit payable under the
          provision.  In addition to the amount described in the preceding
          paragraph, the Company will pay a benefit equal to the amount
          which was not contributed to any qualified defined contribution
          plan by the Company as a result of any provisions of the Internal
          Revenue Code that directly or indirectly limit Company
          contributions to qualified defined contribution plans, including
          Sections 401(a)(17), 401(m), 402(g) and 415.  Amounts payable
          under this provision will be adjusted for investment experience,
          as set forth in the written plan document providing this benefit
          for Employee.  Time of distribution, form of payment, forfeiture
          of payment and other provisions applicable to this benefit will
          be governed by the written terms of the plan document established
          by the Company to provide this benefit.

     3.   TERM AND TERMINATION.  The Employment shall commence as of the
date of this Agreement and shall continue until this Agreement is
terminated in accordance with any of the following provisions:



                       -2-
          (a)  DEATH.  If Employee shall die while this Agreement is in
     effect, this Agreement shall terminate as of the date of his death. 
     Shoreline shall cause Employee's compensation and benefits pursuant to
     Paragraph 2 of this Agreement to be paid through the last day of the
     calendar month in which Employee's death occurs.

          (b)  DISABILITY.  If Employee shall be unable to substantially
     perform his employment duties for a period of nine (9) successive
     months by reason of any physical or mental disability resulting from
     accident or illness, this Agreement may be terminated as of the end of
     any calendar month following the expiration of such nine-month
     period: (i) by Shoreline based upon a determination that Employee is
     disabled and by notice in writing to that effect to Employee; or
     (ii) by Employee by his resignation in writing to Shoreline. Any
     determination as to whether Employee is disabled shall be made by a
     licensed physician selected by agreement of Shoreline and Employee or,
     if they cannot agree upon a physician, then by a majority of a panel
     of three (3) licensed physicians, consisting of one physician selected
     by Shoreline, one physician selected by Employee, and the third
     selected by the first two. All rights of Employee to compensation
     under this Agreement shall terminate immediately upon termination of
     this Agreement pursuant to this Subparagraph 3(b).

          (c)  TERMINATION FOR CAUSE.  Shoreline shall have the right to
     terminate the Employment and this Agreement for "Cause".  For purposes
     of this Agreement, "Cause" shall be limited to (i) the willful and
     continued failure by Employee to substantially perform such employment
     duties as are reasonable and appropriate to his positions (other than
     any failure resulting from a disability described in Subparagraph
     3(b)), after a demand for substantial performance is delivered to
     Employee on behalf of the Board which specifically identifies the
     manner in which it is alleged that Employee has not substantially
     performed his duties, or (ii) the willful engaging by Employee in
     misconduct which is materially injurious to Shoreline or the Bank,
     monetarily or otherwise, including without limitation,
     misappropriation of property or funds, conviction of a felony or
     violation of banking statutes or regulations.  For purposes of this
     Subparagraph, no act or failure to act on Employee's part shall be
     considered "willful" unless done or omitted to be done by Employee not
     in good faith and without reasonable belief that his action or
     omission was in the best interests of Shoreline and the Bank.
     Notwithstanding the foregoing, this Agreement shall not be deemed to
     have been terminated for Cause unless and until there shall have been
     delivered to Employee written notice of termination on behalf of the
     Board after reasonable notice to him, an opportunity for him to be
     heard before the Board, and a finding that in the reasonable opinion
     of at least two-thirds (2/3) of the entire Board, Employee was guilty
     of conduct set forth above in clauses (i) or (ii) above and describing
     such conduct in detail.


                       -3-
          (d)  TERMINATION BY EMPLOYEE FOR GOOD REASON.  Employee shall
     have the right to terminate this Agreement for "Good Reason" by
     delivering to Shoreline written notice of termination within three (3)
     years after the occurrence of any of the events described in this
     Subparagraph.  For purposes of this Agreement, "Good Reason" shall
     mean the occurrence of any of the following without Employee's express
     written consent:

               (i)  The assignment to Employee of any position or duties of
          materially less responsibility and status than Employee's present
          positions, duties, responsibilities and status with Shoreline or
          the Bank, or a materially adverse change in Employee's reporting
          responsibilities, titles or offices as presently in effect, or
          any removal of Employee from or any failure to reelect Employee
          to any of such positions, except in connection with the
          termination of this Agreement by reason of Employee's death or
          disability or for Cause, or by Employee pursuant to Subparagraph
          3(e);

               (ii) The failure by Shoreline to consider Employee for an
          increase in salary no less frequently than annually, or a
          material reduction or termination by Shoreline of Employee's
          salary, bonus, incentive compensation or any other forms of
          compensation payable to Employee pursuant to Subparagraph 2(a);

               (iii) The relocation of Shoreline's principal executive
          offices to a location outside Berrien County, Michigan, or
          Shoreline's imposition of any requirement that Employee be based
          anywhere other than the principal executive offices of Shoreline
          or the Bank; or

               (iv) The failure of Shoreline to fulfill any of its
          obligations under this Agreement.

          (e)  VOLUNTARY TERMINATION BY EMPLOYEE.  Employee shall have the
     right to voluntarily terminate this Agreement and the Employment for
     reasons other than those set forth in the foregoing Subparagraphs of
     this Paragraph 3 by giving thirty (30) days' written notice to
     Shoreline specifying the date of termination.

          (f)  TERMINATION BY SHORELINE.  Shoreline shall have the right to
     terminate this Agreement at any time (with or without also terminating
     the Employment), upon the affirmative vote of two-thirds (2/3) of the
     entire Board, by giving sixty (60) days' written notice to Employee
     specifying the date of termination of this Agreement, and with
     Severance Benefits to Employee as provided in Paragraph 4.





                       -4-
     4.   SEVERANCE BENEFITS.  If this Agreement shall be terminated by
Employee for Good Reason pursuant to Subparagraph 3(d), or by Shoreline
other than as permitted in accordance with Subparagraph 3(b) or (c),
Employee shall be entitled to receive severance benefits consisting of the
following:

          (a)  SEVERANCE PAYMENTS.  Monthly severance payments equal to the
     average of Employee's aggregate monthly cash compensation received
     from Shoreline and the Bank during the five (5) fiscal years of
     Shoreline immediately preceding termination of this Agreement.  Such
     severance payments shall be paid for and over the number of months
     equal to the number of years for which Employee has been employed by
     Shoreline or the Bank.

          (b)  ACCRUED BONUS.  Any bonus that was or would have been
     accrued by Shoreline or the Bank, as the case may be, for the benefit
     of Employee on the date of termination of this Agreement pursuant to
     Shoreline's or the Bank's standard practices for computing bonuses.

          (c)  BENEFITS.  Continued participation, during the period over
     which severance payments are required pursuant to Subparagraph 4(a),
     in all benefits provided by Subparagraph 2(b) in which Employee is
     participating on the date of termination; provided, that if for any
     reason Employee's participation in any such plan or program is barred
     or otherwise prevented, Shoreline shall provide Employee with benefits
     or payments of substantially the same value.

          (d)  ADDITIONAL PROTECTION.  If it is ever asserted that all or
     partial payment made to Employee under this Paragraph 4 constitutes a
     "parachute" payment, within the meaning of <Section> 280G of the
     Internal Revenue Code, Shoreline will pay any additional excise or
     other taxes, interest, penalties, and expense incurred by Employee
     because of such assertion, or because of any characterization of such
     payment as a "parachute payment."  It is the intent of this
     subparagraph to protect the Employee fully against any such assertion
     or characterization by returning him to the financial position he
     would have enjoyed had such assertion or characterization never
     occurred, including but not limited to payment of any additional
     federal, state, or local income taxes incurred by Employee as a result
     of any payment to him by Shoreline under this Subparagraph (d).

     5.   NO SOLICITATION.  Following the termination of the Employment or
this Agreement for any reason, Employee shall not, individually or on
behalf of any corporation, partnership, joint venture or other entity,
directly or indirectly solicit or induce any officer or other employee of
Shoreline or any of its affiliates to leave his or her employment with
Shoreline or such affiliate.




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     6.   SUCCESSORS; BINDING AGREEMENT.

          (a)  Shoreline shall require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business, assets or both of Shoreline or the
     Bank, by agreement in form and substance reasonably satisfactory to
     Employee, expressly to assume and agree to perform this Agreement in
     the same manner and to the same extent that Shoreline would be
     required to perform it if no such succession had taken place.  Failure
     of Shoreline to obtain such agreement prior to the effectiveness of
     any succession shall be a breach of this Agreement and shall entitle
     Employee to compensation in the same amount and on the same terms as
     Employee would be entitled hereunder if Employee terminated his
     employment for Good Reason, except that for purposes of implementing
     the foregoing, the date on which any such succession becomes effective
     shall be deemed the date of termination.  As used in this Agreement,
     "Shoreline" shall mean Shoreline and any successor to Shoreline's
     business, assets or both which executes and delivers the agreement
     provided for in this Paragraph 7 or which otherwise becomes bound by
     all of the terms and provisions of this Agreement by operation of law.

          (b)  This Agreement shall inure to the benefit of and be
     enforceable by Employee's personal or legal representatives,
     executors, administrators, successors, heirs, distributees, devisees
     and legatees.  If Employee should die while any amount would still be
     payable to him under this Agreement if he had continued to live, all
     such amounts, except as otherwise provided in this Agreement, shall be
     paid in accordance with the terms of this Agreement to his devisee,
     legatee or other designee or, if there be no such designee, to his
     estate.

     8.   NOTICE.  All notices and other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to Employee at his residence
address as reflected in the personnel records of Shoreline, or to Shoreline
at its principal executive offices to the attention of the Board of
Directors of Shoreline with a copy to the Secretary of Shoreline, or to
such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.

     9.   ENTIRE AGREEMENT.  No agreements or representations, written or
oral, express or implied, with respect to the subject matter of this
Agreement have been made by either party which are not set forth expressly
in this Agreement, and this Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter
hereof.



                       -6-
     10.  AMENDMENT AND WAIVER.  No provisions of this Agreement may be
amended, modified, waived or discharged unless such waiver, modification or
discharge is agreed to in a writing signed by Employee and such officer as
may be specifically designated by the Board.  No waiver by either party
hereto at any time of any breach by the other party hereto of any condition
or provision of this Agreement to be satisfied or performed by such other
party shall be deemed a waiver of similar or dissimilar conditions or
provisions at the time or at any prior or subsequent time.

     11.  SEVERABILITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force
and effect.

     12.  GOVERNING LAW.  The validity, interpretation, construction and
enforcement of this Agreement shall be governed by the laws of the State of
Michigan.


          IN WITNESS WHEREOF, the parties have signed this Agreement as of
the date and year first above written.


                              SHORELINE FINANCIAL CORPORATION



                              By /S/ WAYNE R. KOEBEL
                                 Wayne R. Koebel,
                                 Executive Vice President, Chief Financial
                                   Officer, Secretary and Treasurer




                              /S/ DAN L. SMITH
                              Dan L. Smith
                                                                 "Employee"













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