SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K

| | [X]  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999
| | ---- | --------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                 
| | [  ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934                                        
| |      |                                                                                                                                 
| |      | For the transition period from __________ to __________                                                                         

Commission File Number: 0-16444

SHORELINE FINANCIAL CORPORATION(Exact name of registrant as specified in its charter)

|Michigan                                 | 38-2758932                          
|---------------------------------------- | ------------------------------------
|(State or other jurisdiction             | (I.R.S. Employer Identification No.)
|of incorporation or organization)        |                                     
|                                         |                                     
|823 Riverview Drive                      |                                     
|Benton Harbor, Michigan                  | 49022                               
|(Address of principal executive offices) | (Zip Code)                          

(616) 927-2251(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X          No _____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

State the aggregate market value of the common stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of
a specified date within 60 days prior to the date of filing.

Aggregate Market Value as of March 6, 2000: $155,648,544

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Common Stock outstanding at March 6, 2000: 10,940,859 shares

Documents Incorporated By Reference

Portions of the registrant's Definitive Proxy Statement for its May 4, 2000, annual meeting of shareholders are incorporated by reference in Part III.

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FORWARD-LOOKING STATEMENTS

This Form 10-K Annual Report and the documents incorporated by reference in this report contain forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and
projections about the financial services industry, the economy, and about the Corporation itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," variations of such
words and similar expressions are intended to identify such forward looking statements. Management's judgements relating to, and discussions of, the provision and allowance for loan losses involve judgements as to future events and are inherently
forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore,
actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Future factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement
include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws;
changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their ability to repay
loans; and changes in the national economy. Shoreline undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

PART I

Item 1.  Business

General

Shoreline Financial Corporation (referred to as Shoreline or the Corporation) is a bank holding company headquartered in Benton Harbor, Michigan. Its principal activity consists of owning and supervising its subsidiary bank, which operates
general, commercial banking businesses from 32 offices and facilities located in Michigan and Indiana. At December 31, 1999, Shoreline had assets of $1.0 billion, deposits of $793 million and shareholders' equity of $80 million.

The Corporation has responsibility for the overall conduct, direction and performance of Shoreline Bank. Shoreline derives its income principally from dividends upstreamed from its principal subsidiary, Shoreline Bank.

Shoreline Bank

Shoreline's business is concentrated exclusively in the commercial banking industry segment. Shoreline's primary subsidiary is Shoreline Bank. Shoreline Bank is a general commercial bank with 31 offices in southwestern Michigan and one loan production
office in Indiana. Shoreline has no material foreign assets or income. At December 31, 1999, Shoreline Bank had total assets of $1.0 billion, loans of $703 million and deposits of $793 million. Shoreline Bank offers a broad range of lending, depository
and related financial services to individual, commercial, industrial, financial, and governmental customers. The range of services offered includes, among others, the following:

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The business of Shoreline is mildly seasonal due to the recreational and agricultural components of the local economy. No material part of the business of Shoreline and its subsidiary, Shoreline Bank, is dependent upon a single customer, or a very few
customers, where the loss of any one would have a materially adverse effect on the Corporation.

The principal source of revenues for Shoreline is interest and fees on loans. On a consolidated basis, interest and fees on loans accounted for 69.9%, 71.2% and 73.7% of Shoreline's total revenues in 1999, 1998 and 1997, respectively. Interest on
investment securities accounted for 18.0%, 16.0% and 15.8% of Shoreline's total revenues in 1999, 1998 and 1997, respectively.

Shoreline and Shoreline Bank had approximately 374 active employees at December 31, 1999.

Competition

The business of banking is highly competitive. Banks face significant competition from other commercial banks and, in some product lines, savings and loan associations, credit unions, finance companies, insurance companies and investment and brokerage
firms. The principal forms of competition for financial services are price (interest rates paid on deposits, interest rates charged on borrowings and fees charged for services) and the convenience and quality of services rendered to customers.

Shoreline Bank has 26 automated teller machines (ATMs) located on bank premises and on off-premise sites located in high volume retail and service locations.

Supervision and Regulation

Shoreline and its subsidiary, Shoreline Bank, are subject to supervision, regulation and periodic examination by federal banking regulatory agencies, including, primarily, the Board of Governors of the Federal Reserve System (FRB) and the Federal
Deposit Insurance Corporation (FDIC).

The following is a summary of certain statutes and regulations affecting Shoreline and Shoreline Bank. This summary is qualified in its entirety by such statutes and regulations, which are subject to change based on pending and future legislation and
actions by regulatory agencies.

Bank Holding Companies - As a bank holding company, Shoreline is subject to regulation under the Bank Holding Company Act of 1956, as amended (BHCA) and by the FRB. Among other things, the BHCA imposes requirements for the maintenance of capital
adequate to support a bank holding company's operations. The BHCA also restricts the product range of bank holding companies by circumscribing the types of institutions bank holding companies may own or acquire. The BHCA limits bank holding companies to
owning and managing banks or companies engaged in activities determined by the FRB to be closely related to banking. The BHCA requires bank holding companies to obtain the prior approval of the FRB before acquiring substantially all of the assets of any
bank or bank holding company or direct or indirect ownership or control of more than 5% of the voting shares of a bank or bank holding company.

The Gramm-Leach-Bliley Act of 1999 (the GLB Act) represents sweeping reform of federal regulation of financial services. The GLB Act largely removes the restrictions that previously prevented affiliations among banks, securities firms, and insurance
companies and provides for a system of functional regulation of the financial services industry. Among other provisions, the GLB Act:

| | · | Repeals the restrictions on banks affiliating with securities firms contained in the depression-era Glass-Steagall Act.
| | - | -----------------------------------------------------------------------------------------------------------------------

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| | · | Creates a new "financial holding company." A financial holding company may engage in a statutory list of financial activities, including insurance underwriting and agency activities, securities underwriting and
brokerage activities, merchant banking, and
insurance company portfolio investment activities. Other activities that are "complimentary" to financial activities, a category to be defined by
regulation, are also authorized for financial holding companies.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | · | Provides a system of functional regulation under which, with certain exceptions, activities of banks and
bank affiliates as securities brokers and investment advisors are subject to regulation and supervision by the Securities and Exchange Commission,
eliminating an exemption banks previously enjoyed.                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | · | Reaffirms the traditional authority of states to regulate insurance companies and insurance agencies, but prohibits discrimination against bank affiliates that conduct those activities.                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | · | Requires financial institutions to disclose their privacy policy to consumers and provides protections
to consumers against the transfer and use of nonpublic personal information by financial institutions.                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | · | Requires that agreements between banks and non-governmental entities in connection with the Community Reinvestment Act be disclosed to the public, and that community groups that receive funds from banks in excess of
defined thresholds disclose how those funds are used.                                                                                                                                                                                                    

Although the GLB Act repeals certain pre-existing statutory barriers to cross-industry affiliations and provides a structural framework
for achieving the GLB Act's purposes, many details of implementing the changes authorized by the GLB Act will be the subject of regulations to be
adopted in the future by the FRB, the Securities and Exchange Commission, and other relevant federal agencies.

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the Riegle-Neal Act), bank holding companies were allowed to acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity
requirements imposed by state law. The Riegle-Neal Act also provided for the nationwide interstate branching of banks. Under the Riegle-Neal Act both national and state chartered banks were also allowed to merge across state lines (thereby creating
interstate branches) commencing June 1, 1997. States were permitted to "opt-out" of the interstate branching authority by taking action prior to the commencement date. The states of Michigan and Indiana did not opt out of the Riegle-Neal Act provisions.

Banks - Shoreline Bank is chartered under state law and is supervised, examined and regulated by both the Financial Institutions Bureau (FIB) of the Michigan Department of Consumer and Industry Services and the FDIC. The business activities of
Shoreline Bank are significantly limited in a number of respects by federal and state laws governing banks.

Deposit Insurance Assessments and Other Federal Regulation - Deposits held by Shoreline Bank are insured, to the extent permitted by law, by the Bank Insurance Fund (BIF) and the Savings Association Insurance Fund (SAIF) of the FDIC.

A substantial portion of the deposits of Shoreline Bank are insured by the BIF, with the remaining portion insured by SAIF. Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991, the FDIC is required to set deposit insurance
rates at a level that will maintain the BIF and SAIF reserve ratio at a mandated level and has implemented a risk-based assessment scheme. Under this arrangement, each depository institution is assigned to one of nine categories (based upon three
categories of capital adequacy and three categories of perceived risk to the applicable insurance fund). For 1999, the effective BIF and SAIF assessment rates ranged from 0 basis points for well-capitalized institutions displaying little risk, to 27 basis
points for undercapitalized institutions displaying high risk. Both BIF insured banks and SAIF insured banks and thrifts are required to pay interest on Financing Corporation (FICO) bonds issued in connection with the federal government's bail out of the
thrift industry.

Economic Conditions and Governmental Policy - Shoreline's earnings are affected not only by the extensive regulation described above, but also by general economic conditions. These economic conditions influence and are influenced by the monetary
and fiscal policies of the United States government and its various agencies, particularly the FRB. Shoreline cannot predict changes in monetary policies or their impact on its operations and earnings.

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Capital Adequacy - Reference is made to Note 15 of the Notes to Consolidated Financial Statements included under "Item 8. Financial Statements and Supplemental Data" appearing later in this document.

Statistical Information -The statistical information contained in the tables appearing or incorporated by reference in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and the descriptive text
accompanying those tables, is incorporated herein by reference.

Item 2.  Properties

Shoreline is headquartered in Benton Harbor, Michigan.

Shoreline's subsidiary, Shoreline Bank, operates 31 banking offices in southwestern Michigan and one loan production office in Indiana. Of these offices, 30 are owned and two are leased. All of the offices are considered by management to be well
maintained and adequate for the purpose intended.

Item 3.  Legal Proceedings

Shoreline and its subsidiary, Shoreline Bank, are parties to routine litigation arising in the normal course of their respective businesses. In the opinion of management after consultation with counsel, liabilities arising from these
proceedings, if any, are not expected to be material to Shoreline's financial position.

Item 4.  Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the three months ended December 31, 1999.

Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

Shoreline common stock is traded on The Nasdaq Stock Market under the symbol SLFC. The range of high and low bid prices on a quarterly basis as reported on that system appear under the subcaption "Market Price of Common Stock" under the
caption "Supplementary Quarterly Financial and Common Stock Data" included in "Item 8. Financial Statements and Supplementary Data" appearing later in this document. That information is incorporated herein by reference in this item. Such high and low bid
prices reflect interdealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Common stock dividends, payable in cash, were declared on a quarterly basis during 1999 and 1998. The dividends declared per common share totaled $.59 during 1999 and $.53 during 1998. Restrictions on Shoreline's ability to pay dividends are described
in Note 16 of the Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" and after Table XVI in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included
later in this document. Dividends paid, by quarter, are included within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Table XVI" appearing later in this document. That information is incorporated herein
by reference in this Item.

At December 31, 1999, there were 1,565 shareholders of record.

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Item 6.  Selected Financial Data

Reference is made to the information included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Table I" appearing later in this document, which is here incorporated by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of
              Operations

The following discussion provides further information about the financial condition and results of operations of Shoreline Financial Corporation. It should be read in conjunction with the financial statements included elsewhere in this
annual report.

1999 Highlights

Shoreline Financial's net income for 1999 was $12.8 million, up 5.3% from last year's $12.1 million while diluted earnings per share were up 7.5% to $1.15 compared with the $1.07 earned last year. The increase was basically the result of growth in net
interest income. The return on average assets was 1.30% for 1999 and 1.33% for 1998 while the return on average equity ratio was 15.20% and 14.46%, respectively.

Total assets were $1.0 billion at December 31, 1999, an increase of 6.1% from the $955.3 million reported at December 31, 1998. The increase was mainly the result of growth within the loan portfolios. Commercial loans increased $50.0 million year over
year while mortgage loans grew $7.7 million and consumer loans $9.8 million.

Asset quality remained strong during 1999 with dollars of non-performing assets holding constant at $1.9 million. The growth in total loans, however, resulted in the non-performing assets to total loans ratio improving to .26% from the .29% reported at
year-end 1998. In addition, coverage of non-performing assets by the allowance improved to 430% compared with 423%.

At December 31, 1999, total shareholders' equity was $79.8 million, $7.4 million lower than at year end 1998 due primarily to the shares repurchased during 1999 and the change in the reserve for unrealized gains (losses) on the available for sale
securities. During 1999, 410,420 shares of Shoreline Common Stock were repurchased for a total cost of $9.6 million or $23.38 per share on average. Further, the unrealized gains on available for sale securities account was a negative $3.8 million at
year-end 1999 versus the positive $1.7 million reported at year-end 1998, a decline of $5.6 million. Partially offsetting these decreases was a $6.2 million increase in retained earnings.



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Table I

|FINANCIAL HIGHLIGHTS                                      |            |   |          |   |          |   |          |   |          |  
|--------------------------------------------------------- | ---------- | - | -------- | - | -------- | - | -------- | - | -------- | -
|                                                          |            |   |          |   |          |   |          |   |          |  
|(In thousands except financial ratios and per share data)
|                                                          |            |   |          |   |          |   |          |   |          |  
|                                                          | 1999       |   | 1998     |   | 1997     |   | 1996     |   | 1995     |  
|At Year End:                                              |            |   |          |   |          |   |          |   |          |  
|Total assets                                              | $1,013,236 |   | $955,264 |   | $857,843 |   | $716,095 |   | $671,173 |  
|Net loans                                                 | 694,569    |   | 627,276  |   | 612,048  |   | 493,696  |   | 459,395  |  
|Total deposits                                            | 792,954    |   | 795,842  |   | 722,664  |   | 616,478  |   | 592,300  |  
|FHLB advances                                             | 110,825    |   | 49,478   |   | 45,176   |   | 18,000   |   | 5,000    |  
|Shareholders' equity                                      | 79,817     |   | 87,211   |   | 76,882   |   | 69,418   |   | 64,360   |  
|Tier I risked-based capital                               | 11.19      | % | 12.29    | % | 11.90    | % | 15.10    | % | 14.56    | %
|                                                          |            |   |          |   |          |   |          |   |          |  
|For The Year:                                             |            |   |          |   |          |   |          |   |          |  
|Total interest income                                     | $70,662    |   | $68,158  |   | $62,638  |   | $54,270  |   | $50,973  |  
|Net interest income                                       | 36,872     |   | 34,025   |   | 32,193   |   | 29,083   |   | 27,126   |  
|Provision for loan losses                                 | (480       | ) | (600     | ) | (600     | ) | (600     | ) | (750     | )
|Non-interest income                                       | 8,003      |   | 7,588    |   | 5,713    |   | 4,347    |   | 4,082    |  
|Non-interest expense                                      | (25,560    | ) | (23,423  | ) | (21,521  | ) | (19,433  | ) | (18,720  | )
|Income before income taxes                                | 18,835     |   | 17,590   |   | 15,785   |   | 13,397   |   | 11,738   |  
|Income tax expense                                        | (6,085     | ) | (5,476   | ) | (4,774   | ) | (3,792   | ) | (3,131   | )
|Net income                                                | $12,750    |   | $12,114  |   | $11,011  |   | $9,605   |   | $8,607   |  
|                                                          |            |   |          |   |          |   |          |   |          |  
|Financial Ratios:                                         |            |   |          |   |          |   |          |   |          |  
|Return on average                                         |            |   |          |   |          |   |          |   |          |  
|shareholders' equity                                      | 15.20      | % | 14.46    | % | 15.08    | % | 14.37    | % | 14.28    | %
|Net interest margin                                       | 4.19       | % | 4.17     | % | 4.47     | % | 4.69     | % | 4.70     | %
|Return on average assets                                  | 1.30       | % | 1.33     | % | 1.37     | % | 1.38     | % | 1.33     | %
|Efficiency                                                | 55.87      | % | 54.83    | % | 54.89    | % | 56.09    | % | 56.88    | %
|Average equity capital to                                 |            |   |          |   |          |   |          |   |          |  
|average assets                                            | 8.56       | % | 9.15     | % | 9.09     | % | 9.60     | % | 9.30     | %
|Dividend payout ratio                                     | 51.30      | % | 49.29    | % | 45.48    | % | 45.47    | % | 43.39    | %
|                                                          |            |   |          |   |          |   |          |   |          |  
|Per Share Data:                                           |            |   |          |   |          |   |          |   |          |  
|Basic earnings per share                                  | $1.15      |   | $1.08    |   | $1.00    |   | $0.88    |   | $0.79    |  
|Diluted earnings per share                                | 1.15       |   | 1.07     |   | 0.99     |   | 0.88     |   | 0.78     |  
|Cash dividends declared                                   |            |   |          |   |          |   |          |   |          |  
|per share                                                 | 0.59       |   | 0.53     |   | 0.46     |   | 0.40     |   | 0.34     |  
|Book value per share (year                                |            |   |          |   |          |   |          |   |          |  
|end)                                                      | 7.27       |   | 7.70     |   | 6.93     |   | 6.35     |   | 5.94     |  

All per share data adjusted to reflect stock splits and stock dividends.

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Summary of Operating Results

Net Interest Income
  The largest component of Shoreline's operating income is net interest income.
  Net interest income is the difference between interest and fees earned on earning
  assets and the interest paid on deposits and other borrowed funds. A number
  of factors influence net interest income, such as changes in the volume and
  mix of interest-earning assets and interest-bearing liabilities, market interest
  rates, governmental monetary and fiscal policies, and customer preference.

Net interest income on a fully taxable equivalent basis was $38.0 million in 1999, an increase of $2.8 million, or 8.0% over 1998's net interest income of $35.2 million. Net interest income (FTE) for 1997 was $33.5 million. Shoreline's annual increases
in net interest income resulted primarily from growth in the volume of earning assets. Average earning assets increased 7.6% and 12.6% for 1999 over 1998 and 1998 over 1997, respectively. The increase for 1999 over 1998 was mainly from growth in
Shoreline's loan and securities portfolios while the increase for 1998 over 1997 was mainly the result of acquisitions completed during 1998 and 1997.

Table II details the impact that the changes in volume and rate had on net interest income. Changes due to both volume and rate were allocated to volume and rate in proportion to the relationship of the absolute dollar amount of the change in each. Net
interest income (FTE), average balance amounts and the corresponding yields and costs for 1999, 1998 and 1997 are presented in Table III.

Table II

|                              |                               |                            | 1999 Compared to 1998
Increase/(Decrease) | 1998 Compared to 1997
Increase/(Decrease) |            
|----------------------------- | ----------------------------- | -------------------------- | ----------------------------------------- | ----------------------------------------- | -----------
|                              |                               |                            |                                           |                                           |            
|                              |                               |                            | Due to
Volume                             |                                           | Due to
Rate
|(In thousands)                |                               |                            |                                           |                                           |            
|                              |                               |                            |                                           |                                           |            
|Interest-earning assets:      |                               |                            |                                           |                                           |            
|                              | Interest-earning deposits     | $(580                      | )                                         | $(135                                     | )          
|                              | Fed funds sold                | 183                        |                                           | (26                                       | )          
|                              | Securities:                   |                            |                                           |                                           |            
|                              |                               | Taxable                    | 2,654                                     |                                           | (334       
|                              |                               | Tax-exempt                 | (425                                      | )                                         | 9          
|                              | Loans-net of unearned income  | 3,049                      |                                           | (1,923                                    | )          
|                              |                               | Change in interest income  | 4,881                                     |                                           | (2,409     
|                              |                               |                            |                                           |                                           |            
|Interest-bearing liabilities: |                               |                            |                                           |                                           |            
|                              | Demand deposits               | 937                        |                                           | (2                                        | )          
|                              | Savings deposits              | 597                        |                                           | (474                                      | )          
|                              | Time deposits                 | (1,412                     | )                                         | (1,305                                    | )          
|                              | Short-term borrowings         | 184                        |                                           | (27                                       | )          
|                              | FHLB advances                 | 1,445                      |                                           | (286                                      | )          
|                              |                               | Change in interest expense | 1,751                                     |                                           | (2,094     
|                              | Change in net interest income | $3,130                     |                                           | $(315                                     | )          

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Table III

Average Consolidated Balance Sheets / Interest Rates

The following table presents interest income from average earning assets, expressed in dollars and yields on a fully tax equivalent basis and interest expense on average interest-bearing liabilities expressed in dollars and rates.

|
|

|Years ended December 31 (In thousands)     |          | 1999 |          |  |         |  |          | 1998 |          |  |         |  |          | 1997 |          |  |        
|------------------------------------------ | -------- | ---- | -------- |  | ------- |  | -------- | ---- | -------- |  | ------- |  | -------- | ---- | -------- |  | -------
|                                           | Average  |      |          |  | Average |  | Average  |      |          |  | Average |  | Average  |      |          |  | Average
|                                           | Balance  |      | Interest |  | Rate    |  | Balance  |      | Interest |  | Rate    |  | Balance  |      | Interest |  | Rate   
|                                           |          |      |          |  |         |  |          |      |          |  |         |  |          |      |          |  |        
|Interest-earning Assets                    |          |      |          |  |         |  |          |      |          |  |         |  |          |      |          |  |        
|Interest bearing deposits                  | $18,191  |      | $895     |  | 4.92%   |  | $29,786  |      | $1,610   |  | 5.41%   |  | $18,485  |      | $1,022   |  | 5.53%  
|Federal funds sold                         | 12,039   |      | 605      |  | 5.03%   |  | 8,426    |      | 448      |  | 5.32%   |  | 8,511    |      | 457      |  | 5.37%  
|Securities:                                |          |      |          |  |         |  |          |      |          |  |         |  |          |      |          |  |        
|Taxable                                    | 192,768  |      | 12,491   |  | 6.48%   |  | 151,957  |      | 10,171   |  | 6.69%   |  | 119,327  |      | 8,586    |  | 7.20%  
|Tax-exempt (2)                             | 28,588   |      | 2,555    |  | 8.94%   |  | 33,347   |      | 2,971    |  | 8.91%   |  | 35,783   |      | 3,352    |  | 9.37%  
|Loans - net of unearned income (1) (2)     | 656,462  |      | 55,281   |  | 8.42%   |  | 620,745  |      | 54,155   |  | 8.72%   |  | 567,528  |      | 50,523   |  | 8.90%  
|Total interest-earning assets              | 908,048  |      | 71,827   |  | 7.91%   |  | 844,261  |      | 69,355   |  | 8.21%   |  | 749,634  |      | 63,940   |  | 8.53%  
|Non-earning Assets                         |          |      |          |  |         |  |          |      |          |  |         |  |          |      |          |  |        
|Cash and due from banks                    | 37,437   |      |          |  |         |  | 34,547   |      |          |  |         |  | 30,478   |      |          |  |        
|Other assets                               | 42,577   |      |          |  |         |  | 37,374   |      |          |  |         |  | 30,501   |      |          |  |        
|Allowance for loan losses                  | (7,908   | )    |          |  |         |  | (7,732   | )    |          |  |         |  | (7,367   | )    |          |  |        
|Total assets                               | $980,154 |      |          |  |         |  | $908,450 |      |          |  |         |  | $803,246 |      |          |  |        
|Interest-bearing Liabilities               |          |      |          |  |         |  |          |      |          |  |         |  |          |      |          |  |        
|Demand deposits                            | $154,248 |      | $4,550   |  | 2.95%   |  | $122,471 |      | $3,615   |  | 2.95%   |  | $102,956 |      | $3,081   |  | 2.99%  
|Savings deposits                           | 198,053  |      | 6,121    |  | 3.09%   |  | 179,378  |      | 5,998    |  | 3.34%   |  | 169,264  |      | 5,776    |  | 3.41%  
|Time deposits                              | 343,178  |      | 18,160   |  | 5.29%   |  | 368,651  |      | 20,877   |  | 5.66%   |  | 337,382  |      | 19,332   |  | 5.73%  
|Short-term borrowed funds                  | 18,799   |      | 757      |  | 4.03%   |  | 14,220   |      | 600      |  | 4.22%   |  | 7,674    |      | 327      |  | 4.26%  
|Long-term debt                             | 76,970   |      | 4,202    |  | 5.46%   |  | 50,872   |      | 3,043    |  | 5.98%   |  | 34,668   |      | 1,929    |  | 5.56%  
|Total interest-bearing liabilities         | 791,248  |      | 33,790   |  | 4.27%   |  | 735,592  |      | 34,133   |  | 4.64%   |  | 651,944  |      | 30,445   |  | 4.67%  
|Non-interest-bearing Liabilities           |          |      |          |  |         |  |          |      |          |  |         |  |          |      |          |  |        
|Demand deposits                            | 97,817   |      |          |  |         |  | 83,833   |      |          |  |         |  | 72,968   |      |          |  |        
|Other liabilities                          | 7,209    |      |          |  |         |  | 5,264    |      |          |  |         |  | 5,303    |      |          |  |        
|Shareholders' equity                       | 83,880   |      |          |  |         |  | 83,761   |      |          |  |         |  | 73,031   |      |          |  |        
|Total liabilities and shareholders' equity | $980,154 |      |          |  |         |  | $908,450 |      |          |  |         |  | $803,246 |      |          |  |        
|Net Interest Income                        |          |      | $38,037  |  |         |  |          |      | $35,222  |  |         |  |          |      | $33,495  |  |        
|Net Interest Income as a percent           |          |      |          |  |         |  |          |      |          |  |         |  |          |      |          |  |        
|of Interest-earning Assets                 |          |      |          |  | 4.19%   |  |          |      |          |  | 4.17%   |  |          |      |          |  | 4.47%  



---





Additional information on the provision for loan losses, net charge-offs and non-performing assets is provided in Tables VIII and X presented later in this discussion



Table IV

|Years ended December 31(In thousands) | 1999               |           | 1998      |           | 1997     
|------------------------------------- | ------------------ | --------- | --------- | --------- | ---------
|                                      |                    |           |           |           |          
|Service charges on deposit accounts   | $   2,715          |           | $   2,190 |           | $   2,081
|Trust income                          | 2,358              |           | 1,985     |           | 1,673    
|Net gain on security sales            | 307                |           | 65        |           | 171      
|Net gain/(loss) on loan sales         | 751                |           | 1,633     |           | 526      
|Other                                 |                    | 1,872     |           | 1,715     |          
|                                      | Total other income | $   8,003 |           | $   7,588 |          

The increase in service charges was primarily the result of new accounts added during 1999 combined with pricing adjustments made to better align product usage with customer costs. For 1998 compared with 1997, service charges increased 5.2%.

The primary reason for the higher level of trust income was the $52.9 million of growth in trust assets under management. For 1999 trust assets under management were $492.7 million compared with 1998's $439.8 million. For 1998 compared with 1997, trust
assets increased to $439.8 million from $375.5 million.

As the interest rate environment shifted upward during 1999, the mortgage refinancing business slowed, causing gains on the sale of mortgages to decline to $751,000 from $1,633,000 in 1998. For 1998 compared with 1997, gains on the sale of mortgages
increased 211% or $1.1 million.

For 1999, net gains on investment security transactions were $307,000 compared with $65,000 for 1998. For 1997, investment security transactions were $171,000.

---

Other income increased 9.2% to $1.9 million from $1.7 million in 1998 primarily as a result of higher ATM fees, title agency income and investment service income. For 1998 over 1997 the 35.9% increase in other income was due to gains on the sale of
other assets, ATM fees, investment services income and insurance agency income.



Table V

|Years ended December 31(In thousands)                       | 1999                |            | 1998       |            | 1997      
|----------------------------------------------------------- | ------------------- | ---------- | ---------- | ---------- | ----------
|                                                            |                     |            |            |            |           
|Salaries                                                    | $   10,766          |            | $    9,519 |            | $    8,970
|Employee benefits                                           | 2,713               |            | 2,852      |            | 2,539     
|Occupancy                                                   | 1,747               |            | 1,613      |            | 1,459     
|Equipment                                                   | 2,333               |            | 2,169      |            | 2,150     
|Insurance                                                   | 238                 |            | 345        |            | 293       
|Advertising and public relations                            | 880                 |            | 679        |            | 555       
|Professional fees                                           | 1,737               |            | 1,485      |            | 1,454     
|Other taxes                                                 | 471                 |            | 683        |            | 620       
|Goodwill                                                    | 1,120               |            | 899        |            | 549       
|Other                                                       |                     | 3,555      |            | 3,179      |           
|                                                            | Total other expense | $   25,560 |            | $   23,423 |           
|                                                            |                     |            |            |            |           
|Key Ratios:                                                 |                     |            |            |            |           
|Efficiency Ratio                                            | 55.87%              |            | 54.83%     |            | 54.89%    
|Burden Ratio                                                | 1.82%               |            | 1.75%      |            | 1.99%     
|Other expense as a percent of average assets                | 2.61%               |            | 2.58%      |            | 2.68%     
|Salary and employee benefits as a percent of average assets | 1.38%               |            | 1.36%      |            | 1.43%     

Personnel costs, the largest category of non-interest expense was up 8.9% as a result of an increase in the average number of full time equivalent employees, normal merit increases and a lower level of deferred salary due to the decline in
mortgage originations experienced during 1999 compared with 1998. For 1999, average employees, FTE, were 333 compared with 323 for 1998.

Two ratios that measure employee efficiency and productivity are the number of full time equivalent employees per one million dollars of average assets and net income per FTE employee. For 1999, there were .34 FTE employees per one million dollars of
average assets compared with .36 a year ago and $38,000 of net income per average FTE employee versus $35,500 a year ago. These ratios were .41 and $33,600 for 1997.

Two ratios that measure a company's overall efficiency are the efficiency ratio, which measures non-interest expense as a percent of the sum of net interest income (fully taxable equivalent) and non-interest income, and the burden ratio, which
evaluates non-interest expense, net of non-interest income, as a percent of average assets. The lower the ratios the more efficiently a company is said to be functioning. Table V includes the efficiency ratio and burden ratios for 1999,1998 and 1997. In
1999, the efficiency ratio, excluding security gains, was 55.87%, less than other banks of similar size but up from 1998's ratio of 54.83%. For the same comparable periods, the burden ratio excluding investment gains or losses was 1.82% and 1.75%,
respectively. The increase in the burden ratio was mainly due to the fact that non-interest income did not increase proportionately with non-interest expense.



---

Investment Portfolio

Table VI

|Available for Sale at December 31,  | 1999           |  | 1998          |  | 1997        
|----------------------------------- | -------------- |  | ------------- |  | ------------
|(In thousands)                      |                |  |               |  |             
|U.S. Treasuries and agencies        | $     89,686   |  | $     66,716  |  | $     55,801
|States and political subdivisions   | 20,455         |  | 26,489        |  | 27,710      
|Mortgage-backed:                    |                |  |               |  |             
|U.S. Government agencies            | 83,044         |  | 91,658        |  | 37,636      
|Collateralized mortgage obligations | 2,556          |  | 1,010         |  | 27          
|Other                               | 6,130          |  | 4,862         |  | 4,360       
|Total                               | $   201,871    |  | $   190,735   |  | $   125,534 
|                                    |                |  |               |  |             
|Held to Maturity at December 31,    | 1999           |  | 1998          |  | 1997        
|(In thousands)                      |                |  |               |  |             
|U.S. Treasuries and agencies        | $            - |  | $       2,000 |  | $     13,999
|States and political subdivisions   | 6,216          |  | 6,473         |  | 6,883       
|Mortgage-backed:                    |                |  |               |  |             
|U.S. Government agencies            | 11,481         |  | 16,431        |  | 16,939      
|Collateralized mortgage obligations | 19             |  | 263           |  | 565         
|Total                               | $    17,716    |  | $    25,167   |  | $    38,386 

Table VII

|December 31,1999 (In thousands)   |                          |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|--------------------------------- | ------------------------ | --------------- | ------------------------------ | ----- | ------------------------------ | --------- | --------------- | ----- | ------------ | ---------- | ----- | ----- | ------------ | ---------- | -----
|                                  |                          | Within One Year | After One ButWithin Five Years |       | After Five ButWithin Ten Years |           | After Ten Years
|                                  |                          | Amount          |                                | Yield |                                | Amount    |                 | Yield |              | Amount     |       | Yield |              | Amount     |      
|Available for Sale                |                          |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|U.S. Treasuries                   | $   1,008                |                 | 4.66%                          |       | $  24,233                      |           | 5.76%           |       | $          - |            |       |       | $          - |            |      
|Agencies                          | 8,006                    |                 | 6.66%                          |       | 4,967                          |           | 5.76%           |       | 55,142       |            | 6.75% |       | -            |            |      
|States and political subdivisions | 1,662                    |                 | 9.54%                          |       | 7,360                          |           | 9.32%           |       | 8,374        |            | 8.60% |       | 2,583        |            | 7.98%
|Mortgage-backed:                  |                          |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|                                  | U.S. Government agencies | 3,274           |                                | 5.74% |                                | 59,263    |                 | 6.53% |              | 12,765     |       | 6.73% |              | 10,112     |      
|                                  | Collateralized mortgage  |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|                                  | obligations              | 0               |                                |       |                                | 0         |                 |       |              | 2,635      |       | 6.91% |              | 0          |      
|Other                             | 0                        |                 |                                |       | 500                            |           | 6.05%           |       | 0            |            |       |       | 5,645        |            | 8.00%
|                                  | Total                    | $  13,950       |                                |       |                                | $  96,323 |                 |       |              | $  78,916  |       |       |              | $  18,340  |      
|                                  |                          |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|Held to Maturity                  |                          |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|U.S. Treasuries                   | $0                       |                 |                                |       | $0                             |           |                 |       | $0           |            |       |       | $0           |            |      
|Agencies                          | 0                        |                 |                                |       | 0                              |           |                 |       | 0            |            |       |       | 0            |            |      
|States and political subdivisions | 627                      |                 | 10.45%                         |       | 3,029                          |           | 9.49%           |       | 2,560        |            | 9.73% |       | 0            |            |      
|Mortgage-backed:                  |                          |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|                                  | U.S. Government agencies | 85              |                                | 7.43% |                                | 7,511     |                 | 7.96% |              | 2,401      |       | 6.67% |              | 1,484      |      
|                                  | Collateralized mortgage  |                 |                                |       |                                |           |                 |       |              |            |       |       |              |            |      
|                                  | obligations              | 19              |                                |       |                                | 0         |                 |       |              | 0          |       |       |              | 0          |      
|Other                             | 0                        |                 |                                |       | 0                              |           |                 |       | 0            |            |       |       | 0            |            |      
|                                  | Total                    | $      731      |                                |       |                                | $  10,540 |                 |       |              | $    4,961 |       |       |              | $    1,484 |      

Yields are computed on a fully tax-equivalent basis. Except as indicated, total securities of any state (including all its political subdivisions) were less than 10% of shareholders' equity. At year-end 1999, the amortized cost of
securities issued by the State of Michigan and all its political subdivisions totaled $12.7 million with an estimated market value of $12.9 million.

---

Credit Risk



Table VIII

|December 31,(In thousands)                | 1999        |          |        |            | 1998     |          |        |            | 1997     |          |        |            | 1996     |          |        |            | 1995     |          |       
|----------------------------------------- | ----------- | -------- | ------ | ---------- | -------- | -------- | ------ | ---------- | -------- | -------- | ------ | ---------- | -------- | -------- | ------ | ---------- | -------- | -------- | ------
|                                          |             | Amount   |        | % of
Total |          | Amount   |        | % of
Total |          | Amount   |        | % of
Total |          | Amount   |        | % of
Total |          | Amount   |       
|Commercial, financial and
   agricultural | $294,363    |          | 41.90% |            | $264,807 |          | 41.69% |            | $230,338 |          | 37.17% |            | $211,953 |          | 42.34% |            | $191,437 |          | 41.08%
|Residential real estate
   mortgage       | 253,839     |          | 36.13% |            | 247,454  |          | 38.96% |            | 273,241  |          | 44.10% |            | 214,201  |          | 42.79% |            | 194,784  |          | 41.80%
|Real estate construction                  | 39,862      |          | 5.67%  |            | 18,169   |          | 2.86%  |            | 14,765   |          | 2.38%  |            | 10,243   |          | 2.05%  |            | 18,704   |          | 4.01% 
|Consumer                                  | 114,489     |          | 16.30% |            | 104,729  |          | 16.49% |            | 101,292  |          | 16.35% |            | 64,194   |          | 12.82% |            | 61,070   |          | 13.11%
|                                          | Total loans | $702,553 |        | 100.00%    |          | $635,159 |        | 100.00%    |          | $619,636 |        | 100.00%    |          | $500,591 |        | 100.00%    |          | $465,995 |       

Shoreline's commercial portfolio is comprised primarily of loans to small and mid-size businesses within its local markets. At December 31, 1999, 41.9% of the total loan portfolio was classified commercial, up from 41.7% a year ago. The
maturity and rate sensitivity for commercial and other selected loan categories is presented in Table IX

At December 31, 1999, residential mortgage loans totaled $253.8 million compared with $247.5 million at year-end 1998. The increase was the result of the rising interest rate environment which moved customers from wanting long term fixed rate mortgages
(saleable mortgages) to shorter term variable rate mortgages (less saleable).

Consumer loans, which make up 16.3% of the total portfolio, increased $9.8 million between December 31, 1998 and December 31, 1999. Included in consumer loans are direct and indirect auto loans, home equity loans and other secured and unsecured
personal loans.

Table IX

|                          | December 31, 1999 |               | December 31, 1998
|------------------------- | ----------------- | ------------- | -----------------
|                          | Due in One        | Due in One    | Due After        
|                          | Year or Less      | to Five Yrs.  | Five Yrs.        
|(In thousands)            |                   |               |                  
|                          |                   |               |                  
|Commercial, financial and |                   |               |                  
|agricultural              | $   106,036       | $   155,901   | $   32,426       
|Real estate construction  | 13,656            | 14,007        | 12,199           
|                          |                   |               |                  
|Total                     | $   119,692       | $   169,908   | $   44,625       
|                          |                   |               |                  
|Loans due after one year: |                   |               |                  
|with fixed rates          |                   | $   162,821   | $   44,625       
|                          |                   |               |                  
|with floating rates       |                   | $       7,087 | $             0  
|                          |                   |               |                  

---



Table X

|December 31,(In thousands)              | 1999                        |           | 1998   |        | 1997   |        | 1996  |        | 1995 
|--------------------------------------- | --------------------------- | --------- | ------ | ------ | ------ | ------ | ----- | ------ | -----
|                                        |                             |           |        |        |        |        |       |        |      
|Non-accrual loans                       | $   1,141                   |           | $1,080 |        | $1,301 |        | $524  |        | $235 
|Accruing loans past due 90 days or more | 593                         |           | 427    |        | 868    |        | 1,104 |        | 1,204
|Restructured loans                      | 0                           |           | 0      |        | 0      |        | 0     |        | 0    
|Other real estate owned                 | 122                         |           | 356    |        | 387    |        | 273   |        | 170  
|                                        | Total non-performing assets | $   1,856 |        | $1,863 |        | $2,556 |       | $1,901 |      
|                                        |                             |           |        |        |        |        |       |        |      
|As a percentage of total loans:         |                             |           |        |        |        |        |       |        |      
|Non-accrual loans                       | 0.16%                       |           | 0.17%  |        | 0.21%  |        | 0.11% |        | 0.05%
|Accruing loans past due 90 days or more | 0.08%                       |           | 0.06%  |        | 0.14%  |        | 0.22% |        | 0.26%
|Restructured loans                      | 0.00%                       |           | 0.00%  |        | 0.00%  |        | 0.00% |        | 0.00%
|Other real estate owned                 | 0.02%                       |           | 0.06%  |        | 0.06%  |        | 0.05% |        | 0.04%
|                                        | Total non-performing assets | 0.26%     |        | 0.29%  |        | 0.41%  |       | 0.38%  |      

If all loans had been current in accordance with their original terms throughout the period, an additional $130,000 in pretax interest income would have been recorded. During 1999, no interest income on non-accrual loans was included in
net income.

As of December 31, 1999, there were two loans totaling $7.2 million not included in the table above where known information caused management to have serious doubts as to the ability of the borrowers to comply with present loan repayment terms. As a
result, management deemed it appropriate to increase the allowance for loan loss allocation for the commercial, financial and agricultural portfolio. See Note 1 and Note 5 of the Notes to Consolidated Financial Statements included later in this document
and Table XI below for additional information on Shoreline's applicable loan policies, impaired loans and allocation of the allowance for loan losses.



Table XI

|                                       |           | 1999     |           | 1998   |           | 1997   |           | 1996   |           | 1995  
|-------------------------------------- | --------- | -------- | --------- | ------ | --------- | ------ | --------- | ------ | --------- | ------
|December 31,(In thousands)             | Allowance |          | Allowance |        | Allowance |        | Allowance |        | Allowance
|                                       |           |          |           |        |           |        |           |        |           |       
|Commercial, financial and agricultural | $  3,135  |          | $1,571    |        | $1,742    |        | $2,491    |        | $2,361   
|Real estate - mortgage                 | 1,084     |          | 1,043     |        | 1,328     |        | 743       |        | 698      
|Real estate - construction             | 67        |          | 35        |        | 130       |        | 115       |        | 107      
|Consumer                               | 2,281     |          | 2,090     |        | 2,073     |        | 1,166     |        | 1,111    
|Unallocated                            | 1,417     |          | 3,144     |        | 2,315     |        | 2,380     |        | 2,323    
|                                       | Total     | $  7,984 |           | $7,883 |           | $7,588 |           | $6,895 |           | $6,600

Net charge-offs in 1999 represented only .06% of average total loans and marked the seventh consecutive year this ratio was below 10 basis points. The allowance for loan losses at December 31, 1999 was $8.0 million, an increase

---



Table XII

|December 31,(In thousands)                        | 1999                                   |                   | 1998            |     | 1997      |     | 1996      |     | 1995     
|------------------------------------------------- | -------------------------------------- | ----------------- | --------------- | --- | --------- | --- | --------- | --- | ---------
|                                                  |                                        |                   |                 |     |           |     |           |     |          
|Loans outstanding, end of period                  | $702,553                               |                   | $635,159        |     | $619,636  |     | $500,591  |     | $465,995 
|                                                  |                                        |                   |                 |     |           |     |           |     |          
|Daily average of loans outstanding for the period | $656,462                               |                   | $620,745        |     | $567,528  |     | $490,200  |     | $447,329 
|                                                  |                                        |                   |                 |     |           |     |           |     |          
|Allowance for Loan Losses                         |                                        |                   |                 |     |           |     |           |     |          
|Balance at beginning of period                    | $   7,883                              |                   | $   7,588       |     | $   6,895 |     | $   6,600 |     | $   5,952
|                                                  |                                        |                   |                 |     |           |     |           |     |          
|Additions from acquisitions                       | 0                                      |                   | 189             |     | 540       |     | 0         |     | 0        
|Charge-offs:                                      |                                        |                   |                 |     |           |     |           |     |          
|                                                  | Commercial, financial and agricultural | 180               |                 | 121 |           | 379 |           | 240 |          
|                                                  | Real estate - mortgage                 | 118               |                 | 67  |           | 535 |           | 35  |          
|                                                  | Real estate - construction             | 0                 |                 | 0   |           | 0   |           | 0   |          
|                                                  | Consumer                               |                   | 376             |     | 602       |     | 44        |     | 318      
|                                                  |                                        | Total charge-offs | 674             |     | 790       |     | 958       |     | 593      
|                                                  |                                        |                   |                 |     |           |     |           |     |          
|Recoveries:                                       |                                        |                   |                 |     |           |     |           |     |          
|                                                  | Commercial, financial and agricultural | 86                |                 | 33  |           | 302 |           | 97  |          
|                                                  | Real estate - mortgage                 | 27                |                 | 46  |           | 184 |           | 57  |          
|                                                  | Real estate - construction             | 0                 |                 | 0   |           | 0   |           | 0   |          
|                                                  | Consumer                               |                   | 182             |     | 217       |     | 25        |     | 134      
|                                                  |                                        | Total recoveries  | 295             |     | 296       |     | 511       |     | 288      
|                                                  |                                        |                   | Net charge-offs | 379 |           | 494 |           | 447 |          
|Provision charged to income                       | 480                                    |                   | 600             |     | 600       |     | 600       |     | 750      
|Balance at end of period                          | $7,984                                 |                   | $7,883          |     | $7,588    |     | $6,895    |     | $6,600   
|                                                  |                                        |                   |                 |     |           |     |           |     |          
|Key Ratios:                                       |                                        |                   |                 |     |           |     |           |     |          
|Net charge-offs to average loans                  | 0.06%                                  |                   | 0.08%           |     | 0.08%     |     | 0.06%     |     | 0.02%    
|Recoveries to total charge-offs                   | 43.78%                                 |                   | 37.39%          |     | 53.30%    |     | 48.57%    |     | 79.27%   
|                                                  |                                        |                   |                 |     |           |     |           |     |          
|Allowance to total loans at end of period         | 1.14%                                  |                   | 1.24%           |     | 1.22%     |     | 1.38%     |     | 1.42%    
|Allowance to total non-performing assets at       |                                        |                   |                 |     |           |     |           |     |          
|end of period                                     | 430.17%                                |                   | 423.13%         |     | 296.87%   |     | 362.70%   |     | 410.19%  
|Provision to average loans                        | 0.07%                                  |                   | 0.10%           |     | 0.11%     |     | 0.12%     |     | 0.17%    





In addition to deposits, Shoreline's sources of funding include both short and long term debt. During 1999, Shoreline increased its long term borrowing from the Federal Home Loan Bank (FHLB) as the growth in deposits

---



The time remaining until maturity of time certificates of deposit of $100,000 or more at December 31, 1999 is as follows:

|Table XIII
|----------

|Time until maturity (In thousands) |             
|---------------------------------- | ------------
|Three months or less               | $ 26,663,000
|Over three through six months      | 25,731,000  
|Over six through twelve months     | 22,746,000  
|Over twelve months                 | 16,845,000  
|Total                              | $ 91,985,000



Interest rate risk (IRR) is the exposure of a banking organization's financial condition to adverse movements in interest rates. Accepting the risk can be an important source of profitability and shareholder value; however, excessive levels of IRR
could pose a significant threat to Shoreline's earnings and capital base. Accordingly, effective risk management that maintains IRR at prudent levels is essential to Shoreline's safety and soundness.

Evaluating a financial institution's exposure to changes in interest rates includes assessing both the adequacy of the management process used to control IRR and the organization's quantitative level of exposure. When assessing the IRR management
process, Shoreline seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain IRR at prudent levels with consistency and continuity. Evaluating the quantitative level of IRR
exposure requires Shoreline to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity, and, where appropriate, asset quality.

Various techniques may be used by an institution to measure and manage IRR. Shoreline utilizes simulation analysis as the primary method of measuring its interest rate risk. These simulation techniques involve changes in interest rate relationships and
levels on all interest rate sensitive assets and liabilities, prepayment assumptions inherent in financial instruments, as well as changes in interest rate levels in order to quantify risk potential.

Table XIV illustrates the projected change in Shoreline's net interest income during the next twelve months if all market rates were to uniformly and gradually increase or decrease by as much as 2.0% (over the same time period) compared to results
under a flat rate environment. These projections, based on Shoreline's balance sheet as of December 31, 1999, were prepared using the simulation analysis model and assumptions that Shoreline was using for asset/liability management purposes. As of this
date, Shoreline had no derivative financial instruments or trading portfolio. The table indicates that if rates were to gradually and uniformly increase or decrease by 2.0%, net interest income would be expected to decline 6.7% under a rising rate
scenario and increase by 3.8% under a declining rate scenario compared to results forecasted under a current rate environment. The change from 1998's analysis is the result of a change in balance sheet mix as fixed rate loans added to the balance sheet
during 1999 were funded with variable rate advances from the Federal Home Loan Bank (FHLB). Like many other financial institutions, Shoreline's deposit gathering ability slowed during the year as customers evaluated other options for savings and investing.

The model is based solely on gradual, uniform changes in market rates and does not reflect the levels of interest rate risk that may arise from other factors such as changes in the spreads between key market rates or in the shape of the treasury yield
curve. The expected maturity date values for loans receivable, mortgage-backed securities, and investment securities were calculated by adjusting the instrument's contractual maturity date for expectations of prepayments and call dates. Expected maturity
date values for interest-bearing core deposits were not based upon

---



Shoreline is also subject to liquidity risk. Certain portions of an institution's liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or investments. Accordingly, Shoreline seeks to have in place
sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowings, or selling assets. Also, FHLB advances and short-term borrowings provide additional sources of liquidity for Shoreline.

Table XIV

|Projected Effect on Net Interest Income |                            |     |           |      |                  |      
|--------------------------------------- | -------------------------- | --- | --------- | ---- | ---------------- | -----
|(In thousands)                          |                            |     |           |      |                  |      
|December 31, 1999                       | Existing                   |     | Flat Rate |      | Decrease in
Rate |      
|                                        |                            |     |           |      |                  |      
|Change in Interest Rate from            |                            |     |           |      |                  |      
|                                        | current (existing) level   | N/A |           | 0.0% |                  | -2.0%
|                                        |                            |     |           |      |                  |      
|Net interest income                     | $38,037                    |     | $41,097   |      | $42,660          |      
|                                        |                            |     |           |      |                  |      
|% Change in net interest                |                            |     |           |      |                  |      
|                                        | income from existing level | N/A |           | 8.0% |                  | 3.8% 
|                                        |                            |     |           |      |                  |      
|                                        |                            |     |           |      |                  |      
|December 31, 1998                       | Existing                   |     | Flat Rate |      | Decrease in
Rate |      
|                                        |                            |     |           |      |                  |      
|Change in Interest Rate from            |                            |     |           |      |                  |      
|                                        | current (existing) level   | N/A |           | 0.0% |                  | -2.0%
|                                        |                            |     |           |      |                  |      
|Net interest income                     | $35,209                    |     | $36,621   |      | $36,177          |      
|                                        |                            |     |           |      |                  |      
|% Change in net interest                |                            |     |           |      |                  |      
|                                        | income from existing level | N/A |           | 4.0% |                  | 2.7% 



Management monitors its capital levels to comply with regulatory requirements and to provide for current and future business opportunities. As shown in Table XIV, Shoreline's capital ratios were well in excess of regulatory standards for classification
as "well-capitalized." Being considered "well-capitalized" is one condition for being assessed insurance premiums by the Federal Deposit Insurance Corporation at its lowest available rate.

---

Table XV

|December 31     | Regulatory
Minimum | Well
Capitalized | 1999   |       | 1998 |       | 1997
|--------------- | ------------------ | ---------------- | ------ | ----- | ---- | ----- | ----
|                |                    |                  |        |       |      |       |     
|Risk based:     |                    |                  |        |       |      |       |     
|                | Tier I capital     | 4.00%            | 6.00%  | 11.2% |      | 12.3% |     
|                | Total capital      | 8.00%            | 10.00% | 12.4% |      | 13.5% |     
|                |                    |                  |        |       |      |       |     
|Tier I leverage | 4.00%              | 5.00%            | 6.9%   |       | 7.6% |       | 8.0%



|Table XVI
|---------

|Quarter | 1999   |  | 1998   |  | 1997  
|------- | ------ |  | ------ |  | ------
|        |        |  |        |  |       
|1st     | $ 0.14 |  | $ 0.13 |  | $ 0.11
|2nd     | 0.15   |  | 0.13   |  | 0.11  
|3rd     | 0.15   |  | 0.13   |  | 0.12  
|4th     | 0.15   |  | 0.14   |  | 0.12  
|Total   | $ 0.59 |  | $ 0.53 |  | $ 0.46

Shoreline's principal source of funds to pay cash dividends is the earnings of its subsidiary bank. State and federal laws and regulations limit the amount of dividends that banks can pay. Cash dividends are dependent upon the earnings,
capital needs, regulatory constraints and other factors affecting the bank. Based on projected earnings, management expects Shoreline to declare and pay regular quarterly dividends on its common shares in 2000.



---



Although considered unlikely, Shoreline could experience unanticipated problems in its business processes. This includes compliance problems associated with customers and third party vendors, or disruptions to the general economy. Management will
continue to monitor all business processes, including interaction with the Corporation's customers and third party vendors, throughout 2000 to address any issues that might arise.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The information presented under the subcaption "Interest Rate Risk" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" is incorporated herein by reference.

---

Item 8.  Financial Statements and Supplementary Data

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Management is responsible for the preparation of Shoreline's consolidated financial statements and related information appearing in this annual report. Management believes that the consolidated financial statements fairly reflect the form
and substance of transactions and that the financial statements reasonably present Shoreline's financial position and results of operations and was prepared in conformity with generally accepted accounting principles. Management also has included in
Shoreline's financial statements amounts that are based on estimates and judgments that Management believes are reasonable under the circumstances.

Shoreline maintains a system of internal controls designed to provide reasonable assurance that all assets are safeguarded and financial records are reliable for preparing the consolidated financial statements. Shoreline complies with laws and
regulations relating to safety and soundness which are designated by the FDIC and other appropriate federal banking agencies. The selection and training of qualified personnel and the establishment and communication of accounting and administrative
policies and procedures are elements of this control system. The effectiveness of internal controls is monitored by an internal audit program and annual review by independent certified public accountants. Management recognizes that the cost of a system of
internal controls should not exceed the benefits derived and that there are inherent limitations to be considered in the potential effectiveness of any system. Management believes that Shoreline's system provides the appropriate balance between costs of
controls and the related benefits.

The independent auditors have audited Shoreline's consolidated financial statements in accordance with generally accepted auditing standards to provide an objective, independent review of the fairness of the reported operating results and financial
position. The Board of Directors of Shoreline has an Audit Committee composed of three non-management Directors. The Committee meets periodically with the internal auditors and the independent auditors.

|s/Dan L. Smith
Dan L. Smith
Chairman and
Chief Executive Officer | s/Wayne R. Koebel
Wayne R. Koebel
Executive Vice President and
Chief Financial Officer
|---------------------------------------------------------------- | --------------------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Shoreline Financial Corporation
Benton Harbor, Michigan

We have audited the accompanying consolidated balance sheets of SHORELINE FINANCIAL CORPORATION as of December 31, 1999 and 1998 and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows
for the years ended December 31, 1999, 1998 and 1997. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of SHORELINE FINANCIAL CORPORATION as of December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years ended December 31, 1999, 1998 and 1997 in conformity with generally accepted accounting principles.

| | s/Crowe Chizek and Company LLP
Crowe Chizek and Company LLP
| | -----------------------------------------------------------

South Bend, Indiana
February 17, 2000

---

SHORELINE FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS

|December 31                                                  | 1999            |   | 1998         
|------------------------------------------------------------ | --------------- | - | -------------
|Assets                                                       |                 |   |              
|Cash and due from banks                                      | $    35,002,000 |   | $  35,814,000
|Interest-earning deposits                                    | 11,125,000      |   | 20,301,000   
|Federal funds sold                                           | 9,600,000       |   | 15,775,000   
|Total cash and cash equivalents                              | 55,727,000      |   | 71,890,000   
|Securities available for sale (carried at fair value)        | 201,871,000     |   | 190,735,000  
|Securities held to maturity (fair values of $17,871,000      |                 |   |              
|and $26,180,000 in 1999 and 1998, respectively)              | 17,716,000      |   | 25,167,000   
|Loans:                                                       |                 |   |              
|Commercial                                                   | 328,904,000     |   | 278,992,000  
|Mortgage                                                     | 259,160,000     |   | 251,438,000  
|Consumer                                                     | 114,489,000     |   | 104,729,000  
|Total loans                                                  | 702,553,000     |   | 635,159,000  
|Less allowance for loan losses                               | 7,984,000       |   | 7,883,000    
|                                                             | 694,569,000     |   | 627,276,000  
|Premises and equipment, net                                  | 15,238,000      |   | 13,728,000   
|Intangible assets, net                                       | 14,297,000      |   | 14,928,000   
|Other assets                                                 | 13,818,000      |   | 11,540,000   
|Total Assets                                                 | $1,013,236,000  |   | $955,264,000 
|                                                             |                 |   |              
|Liabilities and Shareholders' Equity                         |                 |   |              
|Liabilities                                                  |                 |   |              
|Deposits:                                                    |                 |   |              
|Non-interest-bearing                                         | $    96,592,000 |   | $  93,151,000
|Interest-bearing                                             | 696,362,000     |   | 702,691,000  
|Total deposits                                               | 792,954,000     |   | 795,842,000  
|Securities sold under agreements to repurchase               | 20,879,000      |   | 18,191,000   
|Federal Home Loan Bank (FHLB) Advances                       | 110,825,000     |   | 49,478,000   
|Other liabilities                                            | 8,761,000       |   | 4,542,000    
|Total Liabilities                                            | 933,419,000     |   | 868,053,000  
|Shareholders' Equity                                         |                 |   |              
|Preferred stock, no par value; 1,000,000 shares authorized   |                 |   |              
|none issued or outstanding                                   | 0               |   | 0            
|Common stock; 15,000,000 shares authorized in 1999           |                 |   |              
|and 1998; 10,986,376 and 11,320,961 issued and outstanding   |                 |   |              
|at December 31, 1999 and 1998, respectively                  | 0               |   | 0            
|Additional paid-in capital                                   | 61,554,000      |   | 69,759,000   
|Unearned stock incentive plan shares                         | (723,000        | ) | (903,000     
|Accumulated other comprehensive income/(loss)                | (3,845,000      | ) | 1,718,000    
|Retained earnings                                            | 22,831,000      |   | 16,637,000   
|Total Shareholders' Equity                                   | 79,817,000      |   | 87,211,000   
|Total Liabilities and Shareholders' Equity                   | $1,013,236,000  |   | $955,264,000 
|                                                             |                 |   |              
|See accompanying notes to consolidated financial statements.

---

SHORELINE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

|Years ended December 31             | 1999              |  | 1998              |  | 1997             
|----------------------------------- | ----------------- |  | ----------------- |  | -----------------
|Interest Income                     |                   |  |                   |  |                  
|Loans, including fees               | $   54,985,000    |  | $   53,968,000    |  | $   50,361,000   
|Securities:                         |                   |  |                   |  |                  
|Taxable                             | 12,491,000        |  | 10,171,000        |  | 8,586,000        
|Tax-exempt                          | 1,686,000         |  | 1,961,000         |  | 2,212,000        
|Federal funds sold                  | 605,000           |  | 448,000           |  | 457,000          
|Deposits with banks                 | 895,000           |  | 1,610,000         |  | 1,022,000        
|Total interest income               | 70,662,000        |  | 68,158,000        |  | 62,638,000       
|Interest Expense                    |                   |  |                   |  |                  
|Deposits                            | 28,831,000        |  | 30,490,000        |  | 28,189,000       
|Short-term borrowings               | 757,000           |  | 600,000           |  | 327,000          
|FHLB advances                       | 4,202,000         |  | 3,043,000         |  | 1,929,000        
|Total interest expense              | 33,790,000        |  | 34,133,000        |  | 30,445,000       
|Net Interest Income                 | 36,872,000        |  | 34,025,000        |  | 32,193,000       
|Provision for loan losses           | 480,000           |  | 600,000           |  | 600,000          
|Net Interest Income After Provision |                   |  |                   |  |                  
|for Loan Losses                     | 36,392,000        |  | 33,425,000        |  | 31,593,000       
|Non-Interest Income                 |                   |  |                   |  |                  
|Service charges on deposit accounts | 2,715,000         |  | 2,190,000         |  | 2,081,000        
|Trust fees                          | 2,358,000         |  | 1,985,000         |  | 1,673,000        
|Net gain on security sales          | 307,000           |  | 65,000            |  | 171,000          
|Net gain on loan sales              | 751,000           |  | 1,633,000         |  | 526,000          
|Other                               | 1,872,000         |  | 1,715,000         |  | 1,262,000        
|Total non-interest income           | 8,003,000         |  | 7,588,000         |  | 5,713,000        
|Non-Interest Expenses               |                   |  |                   |  |                  
|Salaries and employee benefits      | 13,479,000        |  | 12,371,000        |  | 11,509,000       
|Occupancy                           | 1,747,000         |  | 1,613,000         |  | 1,459,000        
|Equipment                           | 2,333,000         |  | 2,169,000         |  | 2,150,000        
|Insurance                           | 238,000           |  | 345,000           |  | 293,000          
|Advertising and public relations    | 880,000           |  | 679,000           |  | 555,000          
|Professional fees                   | 1,737,000         |  | 1,485,000         |  | 1,454,000        
|Other taxes                         | 471,000           |  | 683,000           |  | 620,000          
|Amortization of intangibles         | 1,120,000         |  | 899,000           |  | 549,000          
|Other                               | 3,555,000         |  | 3,179,000         |  | 2,932,000        
|Total non-interest expenses         | 25,560,000        |  | 23,423,000        |  | 21,521,000       
|Income Before Income Taxes          | 18,835,000        |  | 17,590,000        |  | 15,785,000       
|Federal income tax expense          | 6,085,000         |  | 5,476,000         |  | 4,774,000        
|Net Income                          | $   12,750,000    |  | $   12,114,000    |  | $   11,011,000   
|                                    |                   |  |                   |  |                  
|Basic Earnings Per Share            | $            1.15 |  | $            1.08 |  | $            1.00
|                                    |                   |  |                   |  |                  
|Diluted Earnings Per Share          | $            1.15 |  | $            1.07 |  | $            0.99

See accompanying notes to consolidated financial statements.

---

SHORELINE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

|Years ended December 31                       |            | 1999       |             | 1998        |             | 1997        |            
|--------------------------------------------- | ---------- | ---------- | ----------- | ----------- | ----------- | ----------- | -----------
|                                              |            |            |             |             |             |             |            
|NET INCOME                                    |            |            | $12,750,000 |             | $12,114,000 |             | $11,011,000
|Other comprehensive income:                   |            |            |             |             |             |             |            
|Unrealized gains/losses on securities arising |            |            |             |             |             |            
|during the year                               | (8,567,000 | )          | 107,000     |             | 171,000     |            
|Reclassification adjustments for accumulated  |            |            |             |             |             |            
|gains/losses included in net income           | 307,000    |            | 65,000      |             | 171,000     |            
|Tax effect                                    | 2,697,000  |            | (59,000     | )           | (116,000    | )          
|Total other comprehensive income/(loss)       | (5,563,000 | )          | 113,000     |             | 226,000     |            
|COMPREHENSIVE INCOME                          |            | $7,187,000 |             | $12,227,000 |             | $11,237,000 |            

See accompanying notes to consolidated financial statements.

---

SHORELINE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY



|                                                                                    | Additional
	Paid-in
	Capital |   | Unearned
	Stock
	Incentive
	Plan Shares |   | Accumulated
	Other
	Comprehensive
	Income/(Loss) |   | Retained
	Earnings |   | Total       |  
|----------------------------------------------------------------------------------- | ---------------------------- | - | --------------------------------------- | - | ------------------------------------------------ | - | ------------------ | - | ----------- | -
|Balance at December 31, 1996                                                        | $56,389,000                  |   | $               0                       |   | $1,378,000                                       |   | $11,651,000        |   | $69,418,000 |  
|Net income for year                                                                 |                              |   |                                         |   |                                                  |   | 11,011,000         |   | 11,011,000  |  
|Cash dividends declared: $.46 per common share                                      |                              |   |                                         |   |                                                  |   | (5,009,000         | ) | (5,009,000  | )
|5% stock dividend-fractional shares                                                 | 7,145,000                    |   |                                         |   |                                                  |   | (7,153,000         | ) | (8,000      | )
|Shares issued under dividend reinvestment plan                                      | 981,000                      |   |                                         |   |                                                  |   |                    |   | 981,000     |  
|Shares issued under stock option plan                                               | 152,000                      |   |                                         |   |                                                  |   |                    |   | 152,000     |  
|Shares awarded under stock incentive plan                                           | 606,000                      |   | (606,000                                | ) |                                                  |   |                    |   | 0           |  
|Shares earned under stock incentive plan                                            |                              |   | 111,000                                 |   |                                                  |   |                    |   | 111,000     |  
|Change in unrealized gain on securities available for sale,
      net of tax effect |                              |   |                                         |   | 226,000                                          |   |                    |   | 226,000     |  
|Balance at December 31, 1997                                                        | 65,273,000                   |   | (495,000                                | ) | 1,604,000                                        |   | 10,500,000         |   | 76,882,000  |  
|Net income for year                                                                 |                              |   |                                         |   |                                                  |   | 12,114,000         |   | 12,114,000  |  
|Cash dividends declared: $.53 per common share                                      |                              |   |                                         |   |                                                  |   | (5,971,000         | ) | (5,971,000  | )
|Three-for-two stock split, fractional shares                                        |                              |   |                                         |   |                                                  |   | (6,000             | ) | (6,000      | )
|Shares issued under dividend reinvestment plan                                      | 1,276,000                    |   |                                         |   |                                                  |   |                    |   | 1,276,000   |  
|Shares issued under stock option plan                                               | 81,000                       |   |                                         |   |                                                  |   |                    |   | 81,000      |  
|Shares awarded under stock incentive plan                                           | 570,000                      |   | (570,000                                | ) |                                                  |   |                    |   | 0           |  
|Shares earned under stock incentive plan                                            |                              |   | 162,000                                 |   |                                                  |   |                    |   | 162,000     |  
|Shares issued for The State Bank of Coloma                                          | 7,000,000                    |   |                                         |   |                                                  |   |                    |   | 7,000,000   |  
|Change in unrealized gain on securities available for sale,
   net of tax effect    |                              |   |                                         |   | 114,000                                          |   |                    |   | 114,000     |  
|Common stock retired                                                                | (4,441,000                   | ) |                                         |   |                                                  |   |                    |   | (4,441,000  | )
|Balance at December 31, 1998                                                        | 69,759,000                   |   | (903,000                                | ) | 1,718,000                                        |   | 16,637,000         |   | 87,211,000  |  
|Net income for year                                                                 |                              |   |                                         |   |                                                  |   | 12,750,000         |   | 12,750,000  |  
|Cash dividends declared: $.59 per common share                                      |                              |   |                                         |   |                                                  |   | (6,550,000         | ) | (6,550,000  | )
|Five-for-four stock split, fractional shares                                        |                              |   |                                         |   |                                                  |   | (6,000             | ) | (6,000      | )
|Shares issued under dividend reinvestment plan                                      | 1,286,000                    |   |                                         |   |                                                  |   |                    |   | 1,286,000   |  
|Shares issued under stock option plan                                               | 77,000                       |   |                                         |   |                                                  |   |                    |   | 77,000      |  
|Shares awarded under stock incentive plan                                           | 26,000                       |   | (26,000                                 | ) |                                                  |   |                    |   | 0           |  
|Shares earned under stock incentive plan                                            |                              |   | 206,000                                 |   |                                                  |   |                    |   | 206,000     |  
|Change in unrealized gain/(loss) on securities available                            |                              |   |                                         |   |                                                  |   |                    |   |             |  
|for sale, net of tax                                                                |                              |   |                                         |   | (5,563,000                                       | ) |                    |   | (5,563,000  | )
|Common stock retired                                                                | (9,594,000                   | ) |                                         |   |                                                  |   |                    |   | (9,594,000  | )
|Balance at December 31, 1999                                                        | $61,554,000                  |   | $(723,000                               | ) | $(3,845,000                                      | ) | $22,831,000        |   | $79,817,000 |  

See accompanying notes to consolidated financial statements

---

SHORELINE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

|Years ended December 31                                                    | 1999        |   | 1998         |   | 1997        |  
|-------------------------------------------------------------------------- | ----------- | - | ------------ | - | ----------- | -
|Cash flows from operating activities:                                      |             |   |              |   |             |  
|Net Income                                                                 | $12,750,000 |   | $12,114,000  |   | $11,011,000 |  
|Adjustments to reconcile net income to net cash from operating activities: |             |   |              |   |             |  
|Depreciation and amortization                                              | 1,730,000   |   | 1,645,000    |   | 1,597,000   |  
|Provision for loan losses                                                  | 480,000     |   | 600,000      |   | 600,000     |  
|Stock incentive expense                                                    | 206,000     |   | 162,000      |   | 111,000     |  
|Net amortization and accretion on securities                               | 547,000     |   | 345,000      |   | 230,000     |  
|Amortization of goodwill and related core deposit intangibles              | 1,120,000   |   | 899,000      |   | 549,000     |  
|Gain on sales, calls and maturities of securities                          | (307,000    | ) | (65,000      | ) | (171,000    | )
|Mortgage loans originated for sale                                         | (44,908,000 | ) | (121,255,000 | ) | (39,751,000 | )
|Proceeds from sale of mortgage loans                                       | 52,317,000  |   | 118,692,000  |   | 39,021,000  |  
|Gain on sale of mortgage loans                                             | (751,000    | ) | (1,633,000   | ) | (526,000    | )
|Change in other assets                                                     | 524,000     |   | (165,000     | ) | (921,000    | )
|Change in other liabilities                                                | 4,190,000   |   | (1,321,000   | ) | (871,000    | )
|Net cash from operating activities                                         | 27,898,000  |   | 10,018,000   |   | 10,879,000  |  
|Cash flows from investing activities:                                      |             |   |              |   |             |  
|Net increase in loans                                                      | (74,538,000 | ) | (1,561,000   | ) | (5,525,000  | )
|Securities available for sale:                                             |             |   |              |   |             |  
|Purchase                                                                   | (73,922,000 | ) | (104,118,000 | ) | (46,456,000 | )
|Proceeds from sales                                                        | 18,030,000  |   | 3,241,000    |   | 17,796,000  |  
|Proceeds from maturities, calls and principal reductions                   | 36,322,000  |   | 44,952,000   |   | 22,605,000  |  
|Securities held to maturity:                                               |             |   |              |   |             |  
|Purchase                                                                   | 0           |   | (4,954,000   | ) | (4,276,000  | )
|Proceeds from maturities, calls and principal reductions                   | 7,385,000   |   | 18,128,000   |   | 13,434,000  |  
|Premises and equipment expenditures                                        | (3,139,000  | ) | (1,510,000   | ) | (2,009,000  | )
|Net cash (paid)/received in acquisitions                                   | 9,164,000   |   | 7,389,000    |   | (20,436,000 | )
|Net cash from investing activities                                         | (80,698,000 | ) | (38,433,000  | ) | (24,867,000 | )
|Cash flows from financing activities:                                      |             |   |              |   |             |  
|Net increase (decrease) in deposits                                        | (12,611,000 | ) | 49,417,000   |   | (4,556,000  | )
|Net increase in securities sold under agreements to repurchase             | 2,688,000   |   | 10,665,000   |   | 360,000     |  
|Proceeds from FHLB advances                                                | 67,500,000  |   | 30,000,000   |   | 19,500,000  |  
|Repayment of FHLB advances                                                 | (6,153,000  | ) | (25,697,000  | ) | (14,010,000 | )
|Dividends paid                                                             | (6,556,000  | ) | (5,977,000   | ) | (5,017,000  | )
|Proceeds from shares issued                                                | 1,363,000   |   | 1,357,000    |   | 1,133,000   |  
|Payments to retire common stock                                            | (9,594,000  | ) | (4,441,000   | ) | 0           |  
|Net cash from financing activities                                         | 36,637,000  |   | 55,324,000   |   | (2,590,000  | )
|Net change in cash and cash equivalents                                    | (16,163,000 | ) | 26,909,000   |   | (16,578,000 | )
|Cash and cash equivalents at beginning of year                             | 71,890,000  |   | 44,981,000   |   | 61,559,000  |  
|Cash and cash equivalents at end of year                                   | $55,727,000 |   | $71,890,000  |   | $44,981,000 |  
|Cash paid during the year for:                                             |             |   |              |   |             |  
|Interest                                                                   | $33,829,000 |   | $34,052,000  |   | $30,151,000 |  
|Income taxes                                                               | $2,050,000  |   | $5,935,000   |   | $4,677,000  |  

See accompanying notes to consolidated financial statements

---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Accounting Policies

The accounting and reporting policies and practices of Shoreline Financial Corporation and its subsidiaries conform with generally accepted accounting principles. Significant accounting and reporting policies employed in the preparation of
these financial statements are described below.



Shoreline Bank grants commercial, real estate and consumer loans to customers. The majority of these loans are secured by residential properties; however, other business and consumer assets are sometimes used to collateralize loans. Shoreline Bank has
no foreign loans.







Securities included as trading account assets are held to benefit from short-term changes in market prices and carried at market value. Gains or losses on trading account activities, including market value adjustments, are reported as trading account
profits/losses. Currently, Shoreline does not have any securities that would qualify for classification as trading securities.





Loan impairment is reported when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage and consumer loans and on an individual
loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is

---















---



Expense for employee compensation under stock option plans is reported only if options are granted below market price on the grant date. Additional stock option information is presented in Note 11, Employee Benefits.









Note 2. Restrictions on Cash and Due from Banks

A summary of Shoreline's subsidiary bank's legal reserve requirements established by the Federal Reserve System follows:

|December 31                                                         | 1999        |  | 1998        
|------------------------------------------------------------------- | ----------- |  | ------------
|Portion of requirement satisfied by non-interest earning vault cash | $ 6,528,000 |  | $  9,322,000
|Additional balances maintained with the Federal Reserve             | 567,000     |  | 7,303,000   
|Total reserve requirements                                          | $ 7,095,000 |  | $ 16,625,000

---

Note 3. Securities

The amortized cost and fair value of securities follows:

|                                        | Amortized
Cost        |  | Gross
Unrealized
Gains |  | Gross
Unrealized
Losses |   | Fair
Value         
|--------------------------------------- | --------------------- |  | ---------------------- |  | ----------------------- | - | -------------------
|Available for Sale at December 31, 1999 |                       |  |                        |  |                         |   |                    
|U.S. Treasury and agencies              | $ 93,356,000          |  | $  22,000              |  | $ (3,692,000            | ) | $ 89,686,000       
|States and political subdivisions       | 19,979,000            |  | 530,000                |  | (54,000                 | ) | 20,455,000         
|Mortgage-backed:                        |                       |  |                        |  |                         |   |                    
|U.S. Government agencies                | 85,414,000            |  | 98,000                 |  | (2,468,000              | ) | 83,044,000         
|Collateralized mortgage obligations     | 2,635,000             |  | 0                      |  | (79,000                 | ) | 2,556,000          
|Other                                   | 6,145,000             |  | 0                      |  | (15,000                 | ) | 6,130,000          
|Total                                   | $207,529,000          |  | $650,000               |  | $(6,308,000             | ) | $201,871,000       
|Held to Maturity at December 31, 1999   |                       |  |                        |  |                         |   |                    
|U.S. Treasury and agencies              | $                   0 |  | $           0          |  | $                0      |   | $                 0
|States and political subdivisions       | 6,216,000             |  | 325,000                |  | (1,000                  | ) | 6,540,000          
|Mortgage-backed:                        |                       |  |                        |  |                         |   |                    
|U.S. Government agencies                | 11,481,000            |  | 104,000                |  | (273,000                | ) | 11,312,000         
|Collateralized mortgage obligations     | 19,000                |  | 0                      |  | 0                       |   | 19,000             
|Total                                   | $  17,716,000         |  | $  429,000             |  | $    (274,000           | ) | $  17,871,000      





|                                        | Amortized
Cost |  | Gross
Unrealized
Gains |  | Gross
Unrealized
Losses |   | Fair
Value    
|--------------------------------------- | -------------- |  | ---------------------- |  | ----------------------- | - | --------------
|Available for Sale at December 31, 1998 |                |  |                        |  |                         |   |               
|U.S. Treasury and agencies              | $ 66,043,000   |  | $    737,000           |  | $  (64,000              | ) | $ 66,716,000  
|States and political subdivisions       | 24,733,000     |  | 1,756,000              |  | 0                       |   | 26,489,000    
|Mortgage-backed:                        |                |  |                        |  |                         |   |               
|U.S. Government agencies                | 91,476,000     |  | 534,000                |  | (352,000                | ) | 91,658,000    
|Collateralized mortgage obligations     | 1,021,000      |  | 0                      |  | (11,000                 | ) | 1,010,000     
|Other                                   | 4,860,000      |  | 2,000                  |  | 0                       |   | 4,862,000     
|Total                                   | $188,133,000   |  | $3,029,000             |  | $(427,000               | ) | $190,735,000  
|Held to Maturity at December 31, 1998   |                |  |                        |  |                         |   |               
|U.S. Treasury and agencies              | $    2,000,000 |  | $     19,000           |  | $            0          |   | $    2,019,000
|States and political subdivisions       | 6,473,000      |  | 636,000                |  | 0                       |   | 7,109,000     
|Mortgage-backed:                        |                |  |                        |  |                         |   |               
|U.S. Government agencies                | 16,431,000     |  | 359,000                |  | (2,000                  | ) | 16,788,000    
|Collateralized mortgage obligations     | 263,000        |  | 1,000                  |  | 0                       |   | 264,000       
|Total                                   | $  25,167,000  |  | $1,015,000             |  | $    (2,000             | ) | $  26,180,000 

---

Information regarding the amortized cost and fair value of securities by contractual maturity at December 31, 1999 is presented below. Maturity information is based on contractual maturity for all securities other than mortgage-backed
securities. Actual maturities of mortgage-backed securities may differ from contractual maturities because the borrowers have the right to prepay the underlying obligation without prepayment penalty.

|                                       | Available for SaleDecember 31,1999 |  | Held to MaturityDecember 31,1999
|-------------------------------------- | ---------------------------------- |  | --------------------------------
|                                       |                                    |  |                                 
|                                       | Amortized
Cost                     |  | Value                           
|Due in one year or less                | $ 10,676,000                       |  | $ 10,266,000                    
|Due after one year through five years  | 37,060,000                         |  | 36,842,000                      
|Due after five years through ten years | 63,516,000                         |  | 60,940,000                      
|Due after ten years                    | 8,228,000                          |  | 8,223,000                       
|Subtotal                               | 119,480,000                        |  | 116,271,000                     
|Mortgage-backed                        | 88,049,000                         |  | 85,600,000                      
|Total                                  | $ 207,529,000                      |  | $ 201,871,000                   

Proceeds, gross gains and gross losses from sales and calls of securities follows:

|Years ended December 31         | 1999        |   | 1998       |  | 1997        |  
|------------------------------- | ----------- | - | ---------- |  | ----------- | -
|                                |             |   |            |  |             |  
|Available for Sale              |             |   |            |  |             |  
|Proceeds from sales             | $18,030,000 |   | $3,241,000 |  | $17,796,000 |  
|Gross gains from sales          | $311,000    |   | $35,000    |  | $169,000    |  
|Gross losses from sales         | (6,000      | ) | 0          |  | (40,000     | )
|Net gain/(losses) from sales    | 305,000     |   | 35,000     |  | 129,000     |  
|Net gains from calls            | 2,000       |   | 27,000     |  | 28,000      |  
|Net gain/(loss)                 | $307,000    |   | $62,000    |  | $157,000    |  
|                                |             |   |            |  |             |  
|                                |             |   |            |  |             |  
|Held to Maturity                |             |   |            |  |             |  
|Net gains from calls/maturities | $0          |   | $3,000     |  | $14,000     |  

Securities with a carrying value of $78,714,000 at December 31, 1999 were pledged to secure public trust deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.

Note 4. Related Party Loans

Certain directors, executive officers and principal shareholders of Shoreline, including associates of such persons, were loan customers of Shoreline Bank during 1999. A summary of aggregate related party loan activity, for loans
aggregating $60,000 or more to any one related party, is as follows for the year ended December 31:

|                       | 1999        |   | 1998        |  
|---------------------- | ----------- | - | ----------- | -
|Balance at January 1   | $6,518,000  |   | $6,913,000  |  
|New loans              | 13,367,000  |   | 9,884,000   |  
|Repayments             | (10,576,000 | ) | (10,220,000 | )
|Other changes, net     | (260,000    | ) | (59,000     | )
|Balance at December 31 | $9,049,000  |   | $6,518,000  |  

---

Note 5. Allowance for Loan Losses

A summary of the activity in the allowance for loan losses follows:

|                                                           | 1999        |   | 1998        |   | 1997        |  
|---------------------------------------------------------- | ----------- | - | ----------- | - | ----------- | -
|Balance, at beginning of year                              | $ 7,883,000 |   | $ 7,588,000 |   | $ 6,895,000 |  
|Additions from acquisitions                                | 0           |   | 189,000     |   | 541,000     |  
|Provision charged to operating expense                     | 480,000     |   | 600,000     |   | 600,000     |  
|                                                           | 8,363,000   |   | 8,377,000   |   | 8,036,000   |  
|Loan charge-offs                                           | (674,000    | ) | (790,000    | ) | (958,000    | )
|Loan recoveries                                            | 295,000     |   | 296,000     |   | 510,000     |  
|Net loan charge-offs                                       | (379,000    | ) | (494,000    | ) | (448,000    | )
|Balance, at end of year                                    | $ 7,984,000 |   | $ 7,883,000 |   | $ 7,588,000 |  
|                                                           |             |   |             |   |             |  
|Impaired loans were as follows:                            |             |   |             |   |             |  
|                                                           | 1999        |   | 1998        |   |             |  
|Year-end loans with allowance for loan losses allocated    | $ 7,284,000 |   | $ 210,000   |   |             |  
|Year-end loans with no allowance for loan losses allocated | 0           |   | 0           |   |             |  
|Total impaired loans                                       | $ 7,284,000 |   | $ 210,000   |   |             |  
|                                                           |             |   |             |   |             |  
|Amount of the allowance allocated                          | $ 1,093,000 |   | $ 105,000   |   |             |  
|                                                           |             |   |             |   |             |  
|Average of impaired loans during the year                  | $ 1,323,000 |   | $ 673,000   |   |             |  
|                                                           |             |   |             |   |             |  
|Interest income recognized during impairment               | $ 126,000   |   | $ 14,000    |   |             |  
|                                                           |             |   |             |   |             |  
|Cash-basis interest income recognized                      | $ 143,000   |   | $ 14,000    |   |             |  

Loans with carrying values of approximately $485,000 and $459,000 were transferred to foreclosed real estate in 1999 and 1998.

Note 6. Secondary Mortgage Market Activities

Loans serviced for others, which are not reported as assets, totaled $98,444,000 and $107,954,000 at December 31, 1999 and 1998.

For the three years ended December 31, 1999, activity for capitalized mortgage servicing rights and the related valuation allowance was as follows.

|                  |                             |   | 1999     |   | 1998     |   | 1997    |  
|----------------- | --------------------------- | - | -------- | - | -------- | - | ------- | -
|Servicing Rights: |                             |   |          |   |          |   |        
|                  | Beginning of year           | $ | 877,000  | $ | 773,000  | $ | 127,000 |  
|                  | Additions from acquisitions |   | 0        |   | 0        |   | 482,000 |  
|                  | Additions                   |   | 110,000  |   | 278,000  |   | 224,000 |  
|                  | Amortized to expense        |   | (124,000 | ) | (174,000 | ) | (60,000 | )
|                  | End of year                 | $ | 863,000  | $ | 877,000  | $ | 773,000 |  

A valuation allowance for mortgage servicing rights was not considered necessary for 1999, 1998 or 1997.

Loans held for sale at year-end 1999 and 1998 were approximately $2,066,000 and $5,624,400.

---

Note 7. Premises and Equipment

A summary of premises and equipment follows:

|December 31                               | 1999           |   | 1998           |  
|----------------------------------------- | -------------- | - | -------------- | -
|Land                                      | $    1,629,000 |   | $    1,484,000 |  
|Building and improvements                 | 14,679,000     |   | 13,422,000     |  
|Furniture and equipment                   | 16,516,000     |   | 14,875,000     |  
|                                          | 32,824,000     |   | 29,781,000     |  
|Accumulated depreciation and amortization | (17,586,000    | ) | (16,053,000    | )
|Net premises and equipment                | $ 15,238,000   |   | $ 13,728,000   |  

Depreciation and amortization expense charged to operations was $1,730,000, $1,645,000 and $1,597,000 in 1999, 1998 and 1997, respectively.

Note 8. Deposits

Time deposit accounts individually exceeding $100,000 approximated $91,985,000 and $106,170,000 at year-end 1999 and 1998.

At year-end 1999, stated maturities of time deposits for the next five years and thereafter is as follows:

| | 2000       | $ 234,845,000
| | ---------- | -------------
| | 2001       | 53,716,000   
| | 2002       | 19,167,000   
| | 2003       | 23,205,000   
| | 2004       | 18,794,000   
| | Thereafter | 1,940,000    
| |            | $ 351,667,000

Brokered deposits totaled approximately $1,982,000 and $6,576,000 at year-end 1999 and 1998. At year-end 1999, brokered deposits had interest rates ranging from 4.65% to 6.00% and maturities ranging from one to eleven days.

Related party deposits totaled approximately $4,363,000 and $6,617,000 at year-end 1999 and 1998.

---

Note 9. Other Borrowings

|                                                           | 1999        |  | 1998       
|---------------------------------------------------------- | ----------- |  | -----------
|Average daily balance during the year                      | $18,799,000 |  | $14,220,000
|Average interest rate during the year                      | 4.03%       |  | 4.21%      
|Maximum month-end balance during the year                  | $21,594,000 |  | $18,191,000
|                                                           |             |  |            
|Securities underlying these agreements at year-end follow: |             |  |            
|                                                           | 1999        |  | 1998       
|Carrying value                                             | $27,817,000 |  | $23,718,000
|Fair value                                                 | $26,782,000 |  | $24,075,000

Federal Home Loan Bank (FHLB) Advances

At December 31, 1999 and 1998, Shoreline had advances from the FHLB of Indianapolis as follows:

|                                    | 1999          |  | 1998        
|----------------------------------- | ------------- |  | ------------
|Fixed Rate                          |               |  |             
|Rates 5.26% to 6.61%                |               |  |             
|Weighted Average Rate of 5.89%      |               |  |             
|Due January 2000 to January 2001    | $ 37,825,000  |  | $ 8,978,000 
|Convertible Fixed Rate              |               |  |             
|Rates 4.65% to 6.18%                |               |  |             
|Weighted Average Rate of 5.32%      |               |  |             
|Due August 2000 to June 2009        | 48,000,000    |  | 30,500,000  
|Variable Rate                       |               |  |             
|Rates 5.82% to 6.22%                |               |  |             
|Weighted Average Rate of 6.07%      |               |  |             
|Due February 2000 to September 2002 | 25,000,000    |  | 10,000,000  
|                                    |               |  |             
|Total                               | $ 110,825,000 |  | $ 49,478,000

Interest on the advances is payable monthly. The FHLB advances are collateralized by a blanket lien on qualified 1-to-4 family whole mortgage loans and U.S. Government agency mortgage-backed securities with a combined approximate carrying value of
$363.8 million at December 31, 1999.

At year-end 1999, scheduled principal reductions on these advances are as follows:

|2000       |  |  |  | $ 52,106,000 
|---------- |  |  |  | -------------
|2001       |  |  |  | 2,719,000    
|2002       |  |  |  | 8,000,000    
|2003       |  |  |  | 3,000,000    
|2004       |  |  |  | 3,000,000    
|Thereafter |  |  |  | 42,000,000   
|           |  |  |  | $ 110,825,000

---

Note 10. Income Taxes

Components of the provision for federal taxes on income are as follows:

|Years ended December 31        | 1999        |             | 1998        |             | 1997       
|------------------------------ | ----------- | ----------- | ----------- | ----------- | -----------
|Taxes currently payable        | $ 3,396,000 |             | $ 5,560,000 |             | $ 4,609,000
|Deferred tax expense/(benefit) | 2,689,000   |             | (84,000     | )           | 165,000    
|                               | Total       | $ 6,085,000 |             | $ 5,476,000 |            

Taxes allocated to securities transactions were $104,000, $22,000 and $58,000 in 1999, 1998 and 1997, respectively.

The difference between the provision in these financial statements and amounts computed by applying the statutory federal income tax rate to pre-tax income is as follows:

|Years ended December 31                           | 1999                            |             | 1998        |             | 1997        |            
|------------------------------------------------- | ------------------------------- | ----------- | ----------- | ----------- | ----------- | -----------
|Statutory federal tax rate                        | 34%                             |             | 34%         |             | 34%         |            
|Income computed at the statutory federal tax rate | $ 6,404,000                     |             | $ 5,981,000 |             | $ 5,367,000 |            
|Add(subtract) tax effect of:                      |                                 |             |             |             |             |            
|                                                  | Tax-exempt securities income    | (555,000    | )           | (658,000    | )           | (686,000   
|                                                  | Tax-exempt loan income          | (195,000    | )           | (124,000    | )           | (162,000   
|                                                  | Non-deductible interest expense | 64,000      |             | 100,000     |             | 89,000     
|                                                  | Goodwill amortization           | 219,000     |             | 176,000     |             | 89,000     
|                                                  | Other                           | 148,000     |             | 1,000       |             | 77,000     
|                                                  | Total                           | $ 6,085,000 |             | $ 5,476,000 |             | $ 4,774,000

The components of the net deferred tax asset recorded in the balance sheet are as follows:

|Years ended December 31  | 1999                                                         |                                | 1998        |            
|------------------------ | ------------------------------------------------------------ | ------------------------------ | ----------- | -----------
|Deferred tax assets      |                                                              |                                |             |            
|                         | Allowance for loan losses                                    | $ 2,590,000                    |             | $ 2,467,000
|                         | Net deferred loan fees                                       | 121,000                        |             | 143,000    
|                         | Deferred compensation                                        | 272,000                        |             | 286,000    
|                         | Mark-to-market adjustment for securities held for sale       | 0                              |             | 861,000    
|                         | Net unrealized depreciation on securities available for sale | 1,813,000                      |             | 0          
|                         | Other                                                        |                                | 358,000     |            
|                         |                                                              | Total deferred tax assets      | 5,154,000   |            
|Deferred tax liabilities |                                                              |                                |             |            
|                         | Accretion of bond discount                                   | (66,000                        | )           | (91,000    
|                         | Depreciation                                                 | (260,000                       | )           | (270,000   
|                         | Pension                                                      | (130,000                       | )           | (86,000    
|                         | Net unrealized gains on securities available for sale        | 0                              |             | (885,000   
|                         | Purchase accounting adjustments                              | (675,000                       | )           | (747,000   
|                         | Mortgage servicing rights                                    | (188,000                       | )           | (169,000   
|                         | Mark-to-market adjustment for securities held for sale       | (2,044,000                     | )           | 0          
|                         |                                                              | Total deferred tax liabilities | (3,363,000  | )          
|Valuation allowance      | 0                                                            |                                | 0           |            
|Net deferred tax asset   | $ 1,791,000                                                  |                                | $ 1,782,000 |            

---

Note 11. Employee Benefits



|December 31                                     | 1999                                                           |            | 1998 |            |   |         
|----------------------------------------------- | -------------------------------------------------------------- | ---------- | ---- | ---------- | - | --------
|Change in benefit obligation:                   |                                                                |            |      |            |   |         
|                                                | Benefit obligation at beginning of year                        | $5,642,000 |      | $5,147,000 |   |         
|                                                | Plan merger*                                                   | 406,000    |      | 0          |   |         
|                                                | Service cost                                                   | 436,000    |      | 327,000    |   |         
|                                                | Interest cost                                                  | 504,000    |      | 386,000    |   |         
|                                                | Net actuarial loss/(gain)                                      | 1,163,000  |      | 35,000     |   |         
|                                                | Benefits paid                                                  | (1,452,000 | )    | (253,000   | ) |         
|                                                | Benefit obligation at end of year                              | $6,699,000 |      | $5,642,000 |   |         
|                                                |                                                                |            |      |            |   |         
|Change in plan assets:                          |                                                                |            |      |            |   |         
|                                                | Fair value of plan assets at beginning of year                 | $6,107,000 |      | $5,293,000 |   |         
|                                                | Plan merger*                                                   | 590,000    |      | 0          |   |         
|                                                | Actuarial return on plan assets                                | 758,000    |      | 994,000    |   |         
|                                                | Employer contributions                                         | 311,000    |      | 73,000     |   |         
|                                                | Benefits paid                                                  | (1,452,000 | )    | (253,000   | ) |         
|                                                | Fair value of plan assets at end of year                       | $6,314,000 |      | $6,107,000 |   |         
|                                                |                                                                |            |      |            |   |         
|Net amount recognized:                          |                                                                |            |      |            |   |         
|                                                | Funded status                                                  | $(385,000  | )    | $465,000   |   |         
|                                                | Unrecognized prior service cost                                | (155,000   | )    | (147,000   | ) |         
|                                                | Unrecognized transition asset                                  | 10,000     |      | 17,000     |   |         
|                                                | Unrecognized net actuarial loss/(gain)                         | 346,000    |      | (449,000   | ) |         
|                                                | Prepaid (accrued) benefit cost                                 | $(184,000  | )    | $(114,000  | ) |         
|                                                |                                                                |            |      |            |   |         
|                                                |                                                                |            |      |            |   |         
|Weighted-average assumptions as of December 31: |                                                                |            |      |            |   |         
|                                                | Discount rate                                                  | 7.0%       |      | 7.5%       |   |         
|                                                | Expected return on plan assets                                 | 8.0%       |      | 8.0%       |   |         
|                                                | Rate of compensation increase                                  | 4.5%       |      | 4.5%       |   |         
|                                                |                                                                |            |      |            |   |         
|                                                |                                                                | 1999       |      | 1998       |   | 1997    
|Components of net periodic benefit cost:        |                                                                |            |      |            |   |         
|                                                | Service cost                                                   | $436,000   |      | $327,000   |   | $258,000
|                                                | Interest cost                                                  | 504,000    |      | 386,000    |   | 374,000 
|                                                | Expected return on plan assets                                 | (552,000   | )    | (427,000   | ) | (358,000
|                                                | Amortization of prior service cost                             | 9,000      |      | 9,000      |   | 9,000   
|                                                | Amortization of transition (asset)/obligation                  | (7,000     | )    | (7,000     | ) | (7,000  
|                                                | Recognized net actuarial loss/(gain)                           | 71,000     |      | 25,000     |   | 22,000  
|                                                | Net periodic benefit cost                                      | $461,000   |      | $313,000   |   | $298,000
|                                                |                                                                |            |      |            |   |         
|*                                               | The State Bank of Coloma plan merger effective January 1, 1999 |            |      |            |   |         

---



|Issue Date        | Expiration Date   | Price
Per Share | Number    
of Options  
Outstanding
|----------------- | ----------------- | --------------- | -----------------------------------
|December 1, 1990  | December 1, 2000  | $3.90           | 17,255                             
|January 1, 1994   | January 1, 2004   | $8.83           | 12,449                             
|November 22, 1996 | November 22, 2006 | $10.53          | 36,908                             
|August 12, 1998   | August 12, 2008   | $21.40          | 1,875                              
|June 18, 1999     | June 18, 2009     | $20.40          | 1,250                              

The weighted-average remaining contractual life of options outstanding at December 31, 1999 was 5 years. The following pro forma information presents net income and earnings per share had the fair value method been used to measure
compensation cost for stock option grants after 1994. The exercise price of options granted is equivalent to the market value of underlying stock at the grant date. Accordingly, compensation cost actually recognized for stock options was $0 for 1999, 1998
and 1997.

|                                       | 1999        |  | 1998        |  | 1997       
|-------------------------------------- | ----------- |  | ----------- |  | -----------
|Net income as reported                 | $12,750,000 |  | $12,114,000 |  | $11,011,000
|Pro forma net income                   | $12,730,000 |  | $12,057,000 |  | $10,904,000
|                                       |             |  |             |  |            
|Basic earnings per share as reported   | $1.15       |  | $1.08       |  | $1.00      
|Pro forma basic earnings per share     | $1.14       |  | $1.07       |  | $0.99      
|                                       |             |  |             |  |            
|Diluted earnings per share as reported | $1.15       |  | $1.07       |  | $0.99      
|Pro forma diluted earnings per share   | $1.14       |  | $1.06       |  | $0.98      

No options were granted during 1997. The weighted-average fair values of options granted in 1999 and 1998 were $6.05 and $5.81. The fair value of options granted during 1999 and 1998 was estimated using the following weighted-average
information: risk-free interest rates of 5.9% and 5.4%, expected lives of 8 years, expected quarterly volatilities of stock price of 22.8% and 23.7%, and expected dividends of 3.0% for both years. In future years, the pro forma effect of applying this
standard is expected to increase as additional options are granted.

The following is a summary of the option transactions for the period January 1, 1997 through December 31, 1999:

|                             |                   | Available
for Grant |         | Options
Outstanding |       | Weighted-Average
Exercise Price
|---------------------------- | ----------------- | ------------------- | ------- | ------------------- | ----- | -------------------------------
|Balance at January 1, 1997   | 10,095            |                     | 193,438 |                     | $6.33
|                             | Options exercised | -                   |         | (56,579             | )     | 4.29                           
|Balance at December 31, 1997 | 10,095            |                     | 136,859 |                     | 7.17 
|                             | Options granted   | (1,875              | )       | 1,875               |       | 21.40                          
|                             | Options exercised | -                   |         | (53,793             | )     | 4.88                           
|                             | Options forfeited | 2,362               |         | (2,362              | )     | 10.53                          
|Balance at December 31, 1998 | 10,582            |                     | 82,579  |                     | 8.88 
|                             | Options granted   | (1,250              | )       | 1,250               |       | 22.00                          
|                             | Options exercised | -                   |         | (12,124             | )     | 8.74                           
|                             | Options forfeited | 1,968               |         | (1,968              | )     | 10.53                          
|Balance at December 31, 1999 | 11,300            |                     | 69,737  |                     | 9.09 

---



Options exercisable at year-end are as follows:

|     | Number of
Options | Weighted Average
Exercise Price
|---- | ----------------- | -------------------------------
|     |                   |                                
|1997 | 99,516            | $5.95                          
|1998 | 58,222            | $7.91                          
|1999 | 60,230            | $8.46                          



Participants in Shoreline's 401(k) salary reduction plan may make deferrals up to 15% of compensation. Shoreline matches 50% of elective deferrals on the first 4% of the participants' compensation. Expense under this plan was $155,000, $157,000 and
$146,000 in 1999, 1998 and 1997, respectively.

A stock incentive plan is maintained for key members of management. In 1999, 1998 and 1997, 1,250, 23,750 and 49,219 shares were awarded under the restricted stock provisions of the plan. Shares are awarded at the market price of Shoreline's stock on
the date of award and vest in accordance with Shoreline's achievement of predetermined performance measures, as approved by the Board. Shares are earned and compensation expense is recorded over the expected vesting period of the awards. During 1999, 1998
and 1997, 13,598, 11,539 and 9,023 shares were earned under the plan, resulting in compensation expense of $205,000, $162,000 and $115,000, respectively. All shares have been restated for stock dividends and stock splits.

Note 12. Earnings Per Share

A reconciliation of the numerators and denominators of the basic earnings per share and diluted earnings per share computations is presented below (prior periods have been adjusted for the stock split distributed July 2, 1999 to
shareholders of record on June 18, 1999):

On December 31, 1999 and 1998, there were 10,986,376 and 11,320,961 common shares outstanding, respectively. For the same dates a maximum of 15,000,000 shares of no par value common stock was authorized.

|                                             | 1999         |   | 1998         |   | 1997         |  
|-------------------------------------------- | ------------ | - | ------------ | - | ------------ | -
|Basic earnings per share:                    |              |   |              |   |              |  
|Net income available to common shareholders  | $ 12,750,000 |   | $ 12,114,000 |   | $ 11,011,000 |  
|                                             |              |   |              |   |              |  
|Weighted average common shares outstanding   | 11,127,660   |   | 11,279,128   |   | 11,044,455   |  
|Less: Non-vested stock incentive plan shares | (40,057      | ) | (52,405      | ) | (40,194      | )
|Weighted-average common shares outstanding   |              |   |              |   |              |  
|For basic earnings per share                 | 11,087,603   |   | 11,226,723   |   | 11,004,261   |  
|                                             |              |   |              |   |              |  
|Basic earnings per share                     | $ 1.15       |   | $ 1.08       |   | $ 1.00       |  
|                                             |              |   |              |   |              |  
|Diluted earnings per share:                  |              |   |              |   |              |  
|Net income available to common shareholders  | $ 12,750,000 |   | $ 12,114,000 |   | $ 11,011,000 |  
|Weighted-average common shares outstanding   |              |   |              |   |              |  
|For basic earnings per share                 | 11,087,603   |   | 11,226,723   |   | 11,004,261   |  
|Add: Dilutive effect of assumed exercise of  |              |   |              |   |              |  
|stock options                                | 40,078       |   | 50,040       |   | 72,968       |  
|Add: Dilutive effect of non-vested stock     |              |   |              |   |              |  
|incentive plan shares                        | 8,429        |   | 13,785       |   | 7,939        |  
|Weighted-average common and potentially      |              |   |              |   |              |  
|Dilutive common shares outstanding           | 11,136,110   |   | 11,290,548   |   | 11,085,168   |  
|                                             |              |   |              |   |              |  
|Diluted earnings per share                   | $ 1.15       |   | $ 1.07       |   | $ 0.99       |  

---

Note 13. Commitments, Off-Balance-Sheet Risk and Contingencies

There are various contingent liabilities that are not reflected in the financial statements, including claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal
counsel, the ultimate disposition of these matters is not expected to have a material effect on Shoreline's financial condition or results of operations.

Shoreline is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet financing needs of its customers. These financial instruments include commitments to make loans, unused lines of credit and standby
letters of credit. Shoreline's exposure to credit loss in the event of non-performance by the other party to financial instruments for commitments to make loans, unused lines of credit and standby letters of credit is represented by the contractual amount
of those instruments. Shoreline follows the same credit policy to make such commitments as it uses for on-balance-sheet items. Since many commitments to make loans expire without being used, the amount of commitments shown below do not necessarily
represents future cash commitments. No losses are anticipated as a result of these transactions. Collateral obtained upon exercise of commitments is determined using management's credit evaluation of the borrowers and may include real estate, business
assets, deposits and other items.

Shoreline has the following commitments outstanding:

|December 31               | 1999         |              | 1998        
|------------------------- | ------------ | ------------ | ------------
|Unfunded loan commitments | $ 23,081,000 |              | $ 37,394,000
|Unused lines of credit    | 92,511,000   |              | 98,759,000  
|Standby letters of credit | 7,729,000    |              | 9,456,000   
|                          | Total        | $123,321,000 |             

Fixed rate loan commitments have interest rates ranging from 6.375% to 10.50% and terms ranging from one month to 30 years.

Note 14. Fair Values of Financial Instruments

The following table shows the estimated fair value and the related carrying amount of the Shoreline's financial instruments at December 31, 1997 and 1996. Items that are not financial instruments are not included.

|                                        | 1999            |             | 1998                
|--------------------------------------- | --------------- | ----------- | --------------------
|December 31                             | Carrying
Amount |             | Estimated
Fair Value
|Cash and cash equivalents               | $55,727,000     |             | $55,727,000         
|Securities available for sale           | 201,871,000     |             | 201,871,000         
|Securities held to maturity             | 17,716,000      |             | 17,871,000          
|Loans, net of allowance for loan losses | 694,569,000     |             | 690,139,000         
|Demand and savings deposits             | (441,286,000    | )           | (441,286,000        
|Time deposits                           | (351,668,000    | )           | (351,532,000        
|Securities sold under agreements to     |                 |             |                     
|                                        | repurchase      | (20,879,000 | )                   
|FHLB advances                           | (110,825,000    | )           | (110,697,000        

For purposes of the above disclosures of estimated fair value, the following assumptions were used as of December 31, 1999 and 1998. The estimated fair value for cash and cash equivalents is considered to approximate cost. The
estimated fair value for securities held to maturity and securities available for sale is based on quoted market values for the individual securities or for equivalent securities. The estimated fair value for commercial loans is based on estimates of the
difference in interest rates Shoreline would charge the borrowers for similar loans with similar maturities made at December 31, 1999 and 1998, applied for an estimated time period until the loan is assumed to reprice or be paid. The estimated fair value
for other loans is based on estimates of the rate Shoreline would charge for similar loans at December 31, 1999 and 1998, applied for the time period until estimated repayment. The estimated fair value for demand, savings deposits and securities sold
under agreements to repurchase is based on their carrying value. The estimated fair value for time deposits and long-term debt is based on estimates of the rate that Shoreline would pay on such deposits or borrowings at December 31, 1999 and 1998, applied
for the time period until maturity. The estimated fair value for other financial instruments and off-balance-sheet loan commitments approximate cost and are not considered significant to this presentation.

---

While these estimates of fair value are based on management's judgment of the most appropriate factors, there is no assurance that if Shoreline had disposed of such items at December 31, 1999, the estimated fair values would necessarily have been
achieved at that date, since market values may differ depending on various circumstances. The estimated fair values at December 31, 1999 should not necessarily be considered to apply at subsequent dates.

In addition, other assets and liabilities of Shoreline that are not defined as financial instruments are not included in the above disclosures, such as property and equipment. Also, non-financial instruments typically not recognized in financial
statements nevertheless may have value but are not included in the above disclosures. These include, among other items, the estimated earnings power of core deposit accounts, the earnings potential of loan servicing rights, the earnings potential of
Shoreline's subsidiary bank's trust department, the trained work force, customer goodwill and similar items.

Note 15. Regulatory Matters

Shoreline Financial Corporation and Shoreline Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures
of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors,
and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly under capitalized, and critically undercapitalized, although these terms are not used to
represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are
required.

Shoreline Bank capital levels approximate the consolidated capital levels of Shoreline Financial Corporation. At year end, consolidated actual capital levels (in millions) and minimum required levels were:

|                                 |        |       |                                                |        |                                         | 
|-------------------------------- | ------ | ----- | ---------------------------------------------- | ------ | --------------------------------------- | 
|($ in millions)                  | Actual |       | Minimum Required
for Capital Adequacy
Purposes |        | Minimum Required
to be
Well Capitalized
|1999                             | Amount | Ratio |                                                | Amount | Ratio                                   | 
|Total capital to risk assets     | $77.1  | 12.4% |                                                | $49.8  | 8.0%                                    | 
|Tier 1 capital to risk assets    | 69.3   | 11.2% |                                                | 24.9   | 4.0%                                    | 
|Tier 1 capital to average assets | 69.3   | 6.9%  |                                                | 40.2   | 4.0%                                    | 
|                                 |        |       |                                                |        |                                         | 
|1998                             |        |       |                                                |        |                                         | 
|Total capital to risk assets     | $77.6  | 13.5% |                                                | $45.9  | 8.0%                                    | 
|Tier 1 capital to risk assets    | 70.5   | 12.3% |                                                | 23.0   | 4.0%                                    | 
|Tier 1 capital to average assets | 70.5   | 7.6%  |                                                | 37.2   | 4.0%                                    | 

At year-end 1999, Shoreline was categorized as well capitalized.

---

Note 16. Condensed Financial Information of the Parent Company

The condensed financial information of the parent company, Shoreline Financial Corporation, is summarized below.

Condensed Balance Sheets

|December 31                                | 1999        |  | 1998       
|------------------------------------------ | ----------- |  | -----------
|Assets                                     |             |  |            
|Cash                                       | $269,000    |  | $1,834,000 
|Investment in subsidiary                   | 79,846,000  |  | 85,351,000 
|Other assets                               | 22,000      |  | 87,000     
|Total Assets                               | $80,137,000 |  | $87,272,000
|Liabilities and Shareholders' Equity       |             |  |            
|Liabilities                                | $320,000    |  | $61,000    
|Shareholders' equity                       | 79,817,000  |  | 87,211,000 
|Total Liabilities and Shareholders' Equity | $80,137,000 |  | $87,272,000

Condensed Statements of Income

|Years ended December 31                          | 1999        |  | 1998        |  | 1997       
|------------------------------------------------ | ----------- |  | ----------- |  | -----------
|Income                                           |             |  |             |  |            
|Dividends from subsidiary - cash                 | $12,960,000 |  | $9,954,000  |  | $4,461,000 
|Expense                                          |             |  |             |  |            
|Total expense                                    | 403,000     |  | 403,000     |  | 414,000    
|Income before income tax and undistributed       |             |  |             |  |            
|subsidiary income                                | 12,557,000  |  | 9,551,000   |  | 4,047,000  
|Income tax benefit                               | 137,000     |  | 133,000     |  | 132,000    
|Equity in undistributed net income of subsidiary | 56,000      |  | 2,430,000   |  | 6,832,000  
|Net Income                                       | $12,750,000 |  | $12,114,000 |  | $11,011,000

Condensed Statements of Cash Flows

|Years ended December 31                        | 1999        |   | 1998        |   | 1997        |  
|---------------------------------------------- | ----------- | - | ----------- | - | ----------- | -
|Cash flows from operating activities:          |             |   |             |   |             |  
|Net Income                                     | $12,750,000 |   | $12,114,000 |   | $11,011,000 |  
|Adjustments:                                   |             |   |             |   |             |  
|Equity in undistributed income of subsidiary   | 56,000      |   | (2,430,000  | ) | (6,832,000  | )
|Other                                          | 416,000     |   | 66,000      |   | 316,000     |  
|Total adjustments                              | 472,000     |   | (2,364,000  | ) | (6,517,000  | )
|Net cash from operating activities             | 13,222,000  |   | 9,750,000   |   | 4,495,000   |  
|Cash flows from financing activities:          |             |   |             |   |             |  
|Dividends paid                                 | (6,556,000  | ) | (5,977,000  | ) | (5,017,000  | )
|Proceeds from shares issued                    | 1,363,000   |   | 1,357,000   |   | 1,133,000   |  
|Payments to retire common stock                | (9,594,000  | ) | (4,441,000  | ) | 0           |  
|Net cash from financing activities             | (14,787,000 | ) | (9,061,000  | ) | (3,884,000  | )
|Net change in cash and cash equivalents        | (1,565,000  | ) | 689,000     |   | 611,000     |  
|Cash and cash equivalents at beginning of year | 1,834,000   |   | 1,145,000   |   | 534,000     |  
|Cash and cash equivalents at end of year       | $269,000    |   | $1,834,000  |   | $1,145,000  |  

Shoreline Financial Corporation's primary source of revenue is its wholly owned subsidiary, Shoreline Bank. The payment of dividends by Shoreline Bank is restricted to net profits, as defined by the Michigan Banking Code, then on hand
after deducting losses and bad debts, as also defined by the Michigan Banking Code. Accordingly, in 1999, the subsidiary bank may distribute to Shoreline, in addition to 2000 net profits, approximately $36.7 million in dividends without prior approval
from bank regulatory agencies.

---

Note 17. Recent Accounting Pronouncements

Accounting for Derivative Instruments and Hedging Activities:SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,as amended by SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133,requires derivative instruments be carried at fair value on the balance sheet. The statement continues to allow derivative instruments to be used to hedge various risks and sets forth specific criteria to be used to determine when hedge accounting can
be used. The statement also provides for offsetting changes in fair value or cash flows of both the derivative and the hedged asset or liability to be recognized in earnings in the same period; however, any changes in fair value or cash flow that
represent the ineffective portion of a hedge are required to be recognized in earnings and cannot be deferred. For derivative instruments not accounted for as hedges, changes in fair value are required to be recognized in earnings.

The adoption of SFAS No. 133 as amended becomes effective beginning January 1, 2001 and is not expected to have an impact on Shoreline's financial position or results of operations as the company does not at this time engage in the type of activities
covered by the Statement.

Note 18. Acquisitions

In July 1998, Shoreline acquired The State Bank of Coloma in a transaction accounted for as a purchase. The effect of this transaction is not considered material to the financial results.

In June 1997, Shoreline completed the acquisition of SJS Bancorp, Inc. and its principal subsidiary, St. Joseph Savings and Loan, located in St. Joseph, Michigan for approximately $24.8 million in cash. The excess of the purchase price over the fair
value of the net assets acquired was $10.6 million.

The following pro-forma information assumes SJS Bancorp, Inc. had been acquired at the start of 1997 (dollars in thousands, except per share data):

|                           |  |      |          | 1997
|-------------------------- |  | ---- | -------- | ----
|                           |  |      |          |     
|Interest income            |  |      | $ 33,569
|Net income                 |  |      | 9,667   
|Basic earnings per share   |  | 1.10
|Diluted earnings per share |  | 1.09

Supplemental Quarterly Financial and Common Stock Data

|(In thousands, except per share data) |          |          |             
|------------------------------------- | -------- | -------- | ------------
|1999                                  | March 31 | June 30  | September 30
|Interest income                       | $ 16,854 | $ 17,252 | $ 7,786     
|Net interest income                   | 8,742    | 9,193    | 9,325       
|Provision for loan losses             | 120      | 120      | 120         
|Income before income taxes            | 4,527    | 4,809    | 4,742       
|Net income                            | 3,105    | 3,263    | 3,229       
|Basic earnings per share              | $ 0.27   | $ 0.29   | $ 0.29      
|Diluted earnings per share            | $ 0.27   | $ 0.29   | $ 0.29      
|Market Price of Common Stock:         |          |          |             
|High                                  | $ 21.60  | $ 24.60  | $ 26.25     
|Low                                   | $ 20.00  | $ 20.40  | $ 20.25     
|                                      |          |          |             
|1998                                  | March 31 | June 30  | September 30
|Interest income                       | $ 16,676 | $ 16,892 | $ 17,270    
|Net interest income                   | 8,212    | 8,376    | 8,608       
|Provision for loan losses             | 150      | 150      | 150         
|Income before income taxes            | 4,337    | 4,394    | 4,403       
|Net income                            | 3,032    | 3,016    | 3,010       
|Basic earnings per share              | $ 0.27   | $ 0.27   | $ 0.26      
|Diluted earnings per share            | $ 0.27   | $ 0.27   | $ 0.26      
|Market Price of Common Stock:         |          |          |             
|High                                  | $ 23.86  | $ 27.60  | $ 24.90     
|Low                                   | $ 18.66  | $ 22.80  | $ 19.60     

---

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Part III

Item 10.  Directors and Executive Officers of Registrant

The information set forth under the captions "Directors and Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in Shoreline's Definitive Proxy Statement for its May 4, 2000, annual meeting of shareholders is
hereby incorporated by reference.

Item 11.  Executive Compensation

The information set forth under the caption "Compensation of Executive Officers and Directors" in Shoreline's Definitive Proxy Statement for its May 4, 2000, annual meeting of shareholders is hereby incorporated by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The information set forth under the caption "Voting Securities" in Shoreline's Definitive Proxy Statement for its May 4, 2000, annual meeting of shareholders is hereby incorporated by reference.

Item 13.  Certain Relationships and Related Transactions

The information set forth under the caption "Certain Relationships and Related Transactions" in Shoreline's Definitive Proxy Statement for its May 4, 2000, annual meeting of shareholders is hereby incorporated by reference.

---

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

| | (a) | (1) Financial Statements - The following consolidated financial statements, notes to consolidated financial statements and independent auditors' report of Shoreline Financial Corporation are filed as part of this report:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                             
| |     | Consolidated Balance Sheets - December 31, 1999 and 1998                                                                                                                                                                    
| |     |                                                                                                                                                                                                                             
| |     | Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997                                                                                                                                      
| |     |                                                                                                                                                                                                                             
| |     | Consolidated Statements of Comprehensive Income for the years ended December 31, 1999, 1998, and 1997                                                                                                                       
| |     |                                                                                                                                                                                                                             
| |     | Consolidated Statements of Shareholders' Equity for the years ended December 31, 1999, 1998, and 1997                                                                                                                       
| |     |                                                                                                                                                                                                                             
| |     | Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998, and 1997                                                                                                                                 
| |     |                                                                                                                                                                                                                             
| |     | Notes to Consolidated Financial Statements                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                             
| |     | Report of Independent Auditors dated February 17, 2000                                                                                                                                                                      
| |     |                                                                                                                                                                                                                             
| |     | (2) Financial Statement Schedules - Not Applicable                                                                                                                                                                          
| |     |                                                                                                                                                                                                                             
| |     | (3) Exhibits - The following exhibits are filed as part of this report                                                                                                                                                      

|Number | Exhibit                                                                                                                                                                                                                                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                   
|3.1    | Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to Shoreline's Quarterly Report on Form 10-Q for the period ended June 30, 1998. Herein incorporated by reference.                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                   
|3.2    | By-laws. Previously filed as Exhibit 3(b) to Shoreline's Form S-1 Registration Statement filed March 23, 1990. Herein incorporated by reference.                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                   
|4      | Long term debt. Shoreline has outstanding long term debt which at the time of this report does not exceed 10% of Shoreline's total consolidated assets. Shoreline agrees to furnish copies of the agreements defining the rights of holders of
such long term indebtedness to the Securities and Exchange Commission upon request.
|       |                                                                                                                                                                                                                                                                                                                                   
|10.1   | Form of Indemnity Agreement. Previously filed as Exhibit 10(d) to Shoreline's Form S-4 Registration Statement filed September 25, 1987. Herein incorporated by reference.                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                   
|10.2   | Employment Agreements.*                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                   
|10.3   | 1989 Stock Option Plan.* Previously filed as Exhibit 28 to Shoreline's Form S-8 Registration Statement filed May 31, 1989. Herein incorporated by reference.                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                   
|10.4   | Deferred Compensation Agreements.* Previously filed as Exhibit 10.4 to Shoreline's 1998 Form 10-K Annual Report filed March 26, 1999. Herein incorporated by reference.                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                   
|10.5   | Bonus Program - 1999.*                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                   
|10.6   | Statement for its May 1, 1996, annual meeting of shareholders. Herein incorporated by reference.                                                                                                                                                                                                                                  

---

|     | Statement for its May 1, 1996, annual meeting of shareholders. Herein incorporated by reference.                                                                                                                              
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                               
|10.7 | Directors' Deferred Compensation Plan.* Previously filed as Exhibit 10(g) to Shoreline's 1996 Form 10-K Annual Report filed March 26, 1997. Herein incorporated by reference.                                                 
|     |                                                                                                                                                                                                                               
|11   | Statement Regarding Computation of Earnings per Common Share. The computation of earnings per common share is fully described in Note 12 of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
|     |                                                                                                                                                                                                                               
|21   | List of Subsidiaries. Previously filed as Exhibit 21 to Shoreline's 1998 Form 10-K Annual Report filed on March 26, 1999. Herein incorporated by reference.                                                                   
|     |                                                                                                                                                                                                                               
|23   | Consent of Independent Auditors                                                                                                                                                                                               
|     |                                                                                                                                                                                                                               
|24   | Powers of Attorney                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                               
|27.1 | Financial Data Schedule for Year Ended December 31, 1999                                                                                                                                                                      

|* | These agreements are management contracts or compensation plans or arrangements required to be filed as exhibits to this Form 10-K.
|- | -----------------------------------------------------------------------------------------------------------------------------------

(b)          Reports on Form 8-K

Shoreline filed no Current Reports on Form 8-K during the last quarter of the period covered by this report.

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                      | SHORELINE FINANCIAL CORPORATION
(Registrant)                                
|--------------------- | ----------------------------------------------------------------------------
|                      |                                                                             
|                      |                                                                             
|Date:  March 28, 2000 | /s/ Dan L. Smith
     Dan L. Smith
     Chairman and Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|Signature                                |  | Title                                                                                                                           | Date          
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------- | --------------
|                                         |  |                                                                                                                                 |               
|/s/ Dan L. Smith
     Dan L. Smith       |  | Director, Chairman
   and Chief Executive Officer                                                                               | March 28, 2000
|                                         |  |                                                                                                                                 |               
|/s/ James R. Milroy
     James R. Milroy |  | Director, President
   and Chief Operating Officer                                                                              | March 28, 2000
|                                         |  |                                                                                                                                 |               
|/s/ Wayne R. Koebel
     Wayne R. Koebel |  | Executive Vice President
   and Chief Financial Officer
   (Principal Financial Officer
   and Principal Accounting
   Officer) | March 28, 2000

| |                    | *DIRECTORS |                   | 
| | ------------------ | ---------- | ----------------- | 
| |                    |            |                   | 
| | Louis A. Desenberg |            | Merlin J. Hanson  | 
| | Thomas T. Huff     |            | James E. LeBlanc  | 
| | L. Richard Marzke  |            | James F. Murphy   | 
| | Robert L. Starks   |            | Jeffery H. Tobian | 
| | Ronald L. Zile     |            |                   | 

|*By /s/ Wayne R. Koebel
            Wayne R. Koebel
            Attorney-in-Fact |  | March 28, 2000
|-------------------------------------------------------------------------------- |  | --------------

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EXHIBIT INDEX

|Number | Exhibit                                                                                                                                                                                                                                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                   
|3.1    | Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to Shoreline's Quarterly Report on Form 10-Q for the period ended June 30, 1998. Herein incorporated by reference.                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                   
|3.2    | By-laws. Previously filed as Exhibit 3(b) to Shoreline's Form S-1 Registration Statement filed March 23, 1990. Herein incorporated by reference.                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                   
|4      | Long term debt. Shoreline has outstanding long term debt which at the time of this report does not exceed 10% of Shoreline's total consolidated assets. Shoreline agrees to furnish copies of the agreements defining the rights of holders of
such long term indebtedness to the Securities and Exchange Commission upon request.
|       |                                                                                                                                                                                                                                                                                                                                   
|10.1   | Form of Indemnity Agreement. Previously filed as Exhibit 10(d) to Shoreline's Form S-4 Registration Statement filed September 25, 1987. Herein incorporated by reference.                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                   
|10.2   | Employment Agreements.*                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                   
|10.3   | 1989 Stock Option Plan.* Previously filed as Exhibit 28 to Shoreline's Form S-8 Registration Statement filed May 31, 1989. Herein incorporated by reference.                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                   
|10.4   | Deferred Compensation Agreements.* Previously filed as Exhibit 10.4 to Shoreline's 1998 Form 10-K Annual Report filed March 26, 1999. Herein incorporated by reference.                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                   
|10.5   | Bonus Program - 1999.*                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                   
|10.6   | Stock Incentive Plan of 1996.* Previously filed as an appendix to Shoreline's Definitive Proxy Statement for its May 1, 1996, annual meeting of shareholders. Herein incorporated by reference.                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                   
|10.7   | Directors' Deferred Compensation Plan.* Previously filed as Exhibit 10(g) to Shoreline's 1996 Form 10-K Annual Report filed March 26, 1997. Herein incorporated by reference.                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                   
|11     | Statement Regarding Computation of Earnings per Common Share. The computation of earnings per common share is fully described in Note 12 of the Notes to Consolidated Financial Statements contained in Item 8 of this report.                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                   
|21     | List of Subsidiaries. Previously filed as Exhibit 21 to Shoreline's 1998 Form 10-K Annual Report filed on March 26, 1999. Herein incorporated by reference.                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                   
|23     | Consent of Independent Auditors                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                   
|24     | Powers of Attorney                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                   
|27.1   | Financial Data Schedule for Year Ended December 31, 1999                                                                                                                                                                                                                                                                          

|* | These agreements are management contracts or compensation plans or arrangements required to be filed as exhibits to this Form 10-K.
|- | -----------------------------------------------------------------------------------------------------------------------------------