<PAGE>
                               EXHIBIT 10.4

                          AMENDED AND REAFFIRMED
                        DEFERRED COMPENSATION PLAN

     This Agreement made this 23rd day of August, A.D. 1991, by and between
SHORELINE FINANCIAL CORPORATION, a Michigan Corporation, of 823 Riverview
Drive, Benton Harbor, Michigan 49022, hereinafter referred to as
"Corporation", and RONALD L. ZILE, of 77329 Pinewood Lane, South Haven,
Michigan 49090, hereinafter referred to as "Employee".

     WITNESSETH, That:

     WHEREAS, The Employee is a key senior administrative officer of the
Corporation and a participant in a deferred compensation program adopted by
the Board of Directors of Citizens Trust & Savings Bank, a wholly owned
subsidiary of Corporation.

     WHEREAS, the Corporation wishes to consolidate at the Corporate level
the Deferred Compensation Agreements of its senior administrative officers,
amend certain provisions thereof, and to ratify said arrangements as
currently exist pursuant to action of said Board of Directors taken August
16th, 1983.

     Now, therefore, in consideration of the promises and covenants herein
contained, Corporation and Employee hereby executed this Amended and
Reaffirmed Deferred Compensation Agreement to be effective as of August
16th, 1983, and the date of this Agreement as follows:

     1.   CONTINUATION OF EMPLOYMENT.  The Employee shall remain an employee
of the Corporation until the age of sixty (60) years or the date of his
retirement as mutually agreed between the Employee and the Corporation as to
continued service and subject to the policies of the Corporation.  Until such
time as specified above, the Employee shall continue to devote his time and
attention to the service of the Corporation, at the rate of compensation as
established pursuant to the Compensation Committee of the Corporation, from
time to time.  Any change in the compensation shall not be deemed a violation
or waiver of any of the provisions of this Agreement.

     The Employee has entered into an agreement contract under which he may
be entitled to certain benefits or severance payments.  It is not the
intent of this Agreement to cancel or amend such employment contract and
payments may be made under both contracts simultaneously depending on the
circumstances.

     Nothing contained in this Agreement shall be deemed to give the
Employee any right to be retained by the Corporation as an Employee.

     2.   PAYMENT UPON RETIREMENT.  The benefits, based on Employee's
participation in the Plan as originally adopted by the Board of Directors

<PAGE>
of Citizens Trust & Savings Bank, on August 16th, 1983, shall be paid as
Deferred Compensation as follows:

     (a) The Compensation Committee hereby accepts the insured
     participation plan previously approved and accepted by the Board of
     Directors of Citizens Trust & Savings Bank on August 16th, 1983, for
     the Employee which provides for fixed compensation to the Employee for
     a fixed period of years.  In the event the Employee retires from the
     Corporation pursuant to the policies of the Corporation related to
     retirement at or after age sixty (60), the Employee shall have fully
     accrued deferred compensation credit.  At the election of the
     Employee; but in no event later than six (6) months from the date of
     retirement, the Corporation shall pay to the Employee the sum of Two
     Hundred Fifty Thousand and No/100s ($250,000.00) Dollars, in equally
     monthly installments of Two Thousand Eighty-three and 33/100s
     ($2,083.33) Dollars, payable on the first business day of each month
     for a period not to exceed one hundred twenty (120) months from date
     of commencement.  If Employee so retires, but dies before receiving
     one hundred twenty (120)  monthly payments, the Corporation shall
     continue to make such monthly payments to the beneficiary designated
     in Paragraph 5 herein, until the total payments made to Employee or
     his beneficiary equal Two Hundred Fifty Thousand and No/100s
     ($250,000.00) Dollars.

     (b) If the Employee's employment hereunder is terminated for any
     reason other than death, but before the Employee shall have attained
     the age of sixty (60) years, then the amount in the Deferred
     Compensation Program shall continue to be invested as the Compensation
     Committee shall so direct in its sole discretion, and no payments
     shall be made until the Employee shall have attained the age of sixty
     (60), at which time payments shall be made in the manner and to the
     same extent as herein set forth above.  Notwithstanding the foregoing,
     or if prior to attaining said age, the Employee should die, then
     payments shall be made in the manner and to the same extent as set
     forth in paragraph (a) above.

     3.   PAYMENT UPON DISABILITY.  If the Employee's employment is
terminated because of disability before he has obtained the age of sixty
(60), and while he is serving in the employment of the Corporation, then
the Board may make monthly or annual payments of substantially equal
amounts to the Employee (in the event of his disability) in the same manner
and to the same extent as provided in paragraph (a) above; provided,
however, said benefits shall be actuarially reduced for a sum equivalent to
the benefit if received at age sixty (60) and shall be payable only for a
period of one hundred twenty (120) months from the date of commencement.

     4.   PAYMENT UPON DEATH.  If such Employee should die before receiving
any of the deferred compensation or before receiving the entire amount of
the deferred compensation payments set forth in paragraph 2, then the


<PAGE>
entire balance of such deferred compensation shall be paid to the
designated beneficiary pursuant to paragraph 2.

     If at the date of death of the Employee, none of the payments have
been made and the designated beneficiary is deceased, then such amount
shall be paid to the estate of such Employee or as designated in a power of
appointment in the Last Will of the Employee or under a separate power of
appointment.

     If the named beneficiary has become entitled to the monthly payments
and such named beneficiary should die before receiving the entire balance
of such payments, then the entire balance shall be paid to the estate of
such beneficiary or as designated in a power of appointment in such
beneficiary's Will or by separate exercise of such power of appointment.

     5.   BENEFICIARY.  Payments of the monthly sums herein provided in
paragraphs 2, 3, and 4, shall be made to the Employee, if living, and
otherwise to GRACE W. ZILE, if living; otherwise as specified in paragraph
4.  The beneficiary named herein may be changed at any time by the
Employee, with the agreement of the Corporation, by written amendment.

     6.   "TOTAL DISABILITY" DEFINED.  For purposes of this Agreement,
"total disability" shall be deemed to have occurred if the Compensation
Committee shall find on the basis of medical evidence satisfactory to it
that the Employee is so totally mentally or physically disabled as to be
unable to engage in further employment by the Corporation and that such
disability shall be permanent and continuous during the remainder of his
life.

     7.   ACCELERATION OF PAYMENTS.  The Employee may request and the
Corporation may grant an acceleration of the payments or any of the sums
specified in paragraphs 2, 3 and 4 above; provided, however, the benefits
shall be actuarially reduced based on employee's age at the date benefits
are to begin to a sum equivalent to the benefit amount if received at age
sixty (60).

     8.   RESTRICTIVE COVENANT.  Employee expressly agrees, as a condition
to the performance by the Corporation of its obligations hereunder, that
during the term of this Agreement and during the period for which monthly
payments are to be made, the Employee will not, directly or indirectly,
render any service of an advisory nature or otherwise, to, or become
employed by, or participate or engage in, any business competitive with the
business of the Corporation, without the prior written consent of the
Corporation.

     9.   PROHIBITION OF ASSIGNMENT.  Except as otherwise provided in this
Agreement, the Employee agrees on behalf of himself, his heirs, executors
and assigns, and any other person claiming benefits under him by virtue of
this Agreement, that this Agreement, the rights, interest and benefits


<PAGE>
 hereunder, shall not be assigned, transferred, pledged or hypothecated in
any way by Employee or other person claiming under him by virtue of this
Agreement and shall not be subject to execution, attachment or similar
process.  Any attempt at assignment, transfer, pledge or hypothecation or
other disposition of this Agreement or of such rights, interests and
benefits contrary to the foregoing provision, or the levy or any attachment
or similar process thereupon, shall be null and void and without effect.

     10.  EMPLOYMENT RIGHTS.  This Agreement creates no right in the
Employee to continue in the Corporation's employ for any specific length of
time nor does it create any other rights in the Employee or obligations on
the part of the Corporation except those set forth in this Agreement.

     11.  RELEASE.  Employee acknowledges that this Amended and Reaffirmed
Deferred Compensation Agreement is the sole and only Agreement between
Employee and Corporation, whether written or oral, concerning Deferred
Compensation and stands instead, substitution and place of any said
Agreements, either written or oral, with the subsidiaries of the
Corporation, excluding valid written employment contracts, pension or
profit sharing plans.

     12.  BINDING EFFECT.  This Agreement shall be binding upon and inure
to the benefit of any successor of the Corporation under the terms of this
Agreement.  As used in this Agreement, the term "successor" shall include
any person, firm, corporation, or other business entity which at any time,
whether by merger, purchase or otherwise, acquires all or substantially all
of the assets or business of the Corporation.  It shall also be binding
upon the beneficiaries, heirs, executors and administrators of the
Employee.

     13.  CONSTRUCTION.  This Agreement shall be construed by and under the
laws of the State of Michigan.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its corporate name by its corporate officers, duly authorized,
and the Employee has set his hand and seal, as of the day and year above
written.

                              SHORELINE FINANCIAL CORPORATION, a
                              Michigan Corporation, "Corporation"


                              By: /s/ James F. Murphy
                              Its: Chairman of The Board



                              /s/ Ronald L. Zile
                              Ronald L. Zile, "Employee"

<PAGE>
                          AMENDED AND REAFFIRMED
                        DEFERRED COMPENSATION PLAN

     This Agreement made this 23rd day of August, A.D. 1991, by and between
SHORELINE FINANCIAL CORPORATION, a Michigan Corporation, of 823 Riverview
Drive, Benton Harbor, Michigan 49022, hereinafter referred to as
"Corporation", and DAN L. SMITH, of 12157 North Red Bud Trail, Buchanan,
Michigan 49107, hereinafter referred to as "Employee".

     WITNESSETH, That:

     WHEREAS, The Employee is a key senior administrative officer of the
Corporation and a participant in a deferred compensation program adopted by
the Board of Directors of Inter-City Bank, a wholly owned subsidiary of
Corporation.

     WHEREAS, the Corporation wishes to consolidate at the Corporate level
the Deferred Compensation Agreements of its senior administrative officers,
amend certain provisions thereof, and to ratify said arrangements as
currently exist pursuant to action of said Board of Directors taken June
16, 1983 and amended May 20th, 1986.

     Now, therefore, in consideration of the promises and covenants herein
contained, Corporation and Employee hereby executed this Amended and
Reaffirmed Deferred Compensation Agreement to be effective as of June 16th,
1983, and the date of this Agreement as follows:

     1.   CONTINUATION OF EMPLOYMENT.  The Employee shall remain an
employee of the Corporation until the age of sixty (60) years or the date
of his retirement as mutually agreed between the Employee and the
Corporation as to continued service and subject to the policies of the
Corporation.  Until such time as specified above, the Employee shall
continue to devote his time and attention to the service of the
Corporation, at the rate of compensation as established pursuant to the
Compensation Committee of the Corporation, from time to time.  Any change
in the compensation shall not be deemed a violation or waiver of any of the
provisions of this Agreement.

     The Employee has entered into an agreement contract under which he may
be entitled to certain benefits or severance payments.  It is not the
intent of this Agreement to cancel or amend such employment contract and
payments may be made under both contracts simultaneously depending on the
circumstances.

     Nothing contained in this Agreement shall be deemed to give the
Employee any right to be retained by the Corporation as an Employee.

     2.   PAYMENT UPON RETIREMENT.  The benefits, based on Employee's
participation in the Plan as originally adopted by the Board of Directors

<PAGE>
of Inner-City Bank on June 16th, 1983, shall be paid as Deferred
Compensation as follows:

     (a) The Compensation Committee hereby accepts the insured
     participation plan previously approved and accepted by the Board of
     Directors of Inter-City Bank on June 16th, 1983 and amended May 20th, 1986,
     for the Employee which provides for fixed compensation to the Employee for
     a fixed period of years.  In the event the Employee retires from the
     Corporation pursuant to the policies of the Corporation related to
     retirement at or after age sixty (60), the Employee shall have fully
     accrued deferred compensation credit.  At the election of the Employee; but
     in no event later than six (6) months from the date of retirement, the
     Corporation shall pay to the Employee the sum of Two Hundred Fifty Thousand
     ($250,000.00) Dollars, in equally monthly installments of Two Thousand
     Eighty Three and Thirty Three Cents ($2,083.33) Dollars, payable on the
     first business day of each month for a period not to exceed one hundred
     twenty (120) months from date of commencement.  If Employee so retires, but
     dies before receiving one hundred twenty (120)  monthly payments, the
     Corporation shall continue to make such monthly payments to the beneficiary
     designated in Paragraph 5 herein, until the total payments made to Employee
     or his beneficiary equal Two Hundred Fifty Thousand ($250,000.00) Dollars.

     (b) If the Employee's employment hereunder is terminated for any
     reason other than death, but before the Employee shall have attained the
     age of sixty (60) years, then the amount in the Deferred Compensation
     Program shall continue to be invested as the Compensation Committee shall
     so direct in its sole discretion, and no payments shall be made until the
     Employee shall have attained the age of sixty (60), at which time payments
     shall be made in the manner and to the same extent as herein set forth
     above.  Notwithstanding the foregoing, or if prior to attaining said age,
     the Employee should die, then payments shall be made in the manner and to
     the same extent as set forth in paragraph (a) above.

     3.   PAYMENT UPON DISABILITY.  If the Employee's employment is
terminated because of disability before he has obtained the age of sixty
(60), and while he is serving in the employment of the Corporation, then
the Board may make monthly or annual payments of substantially equal
amounts to the Employee (in the event of his disability) in the same manner
and to the same extent as provided in paragraph (a) above; provided,
however, said benefits shall be actuarially reduced for a sum equivalent to
the benefit if received at age sixty (60) and shall be payable only for a
period of one hundred twenty (120) months from the date of commencement.

     4.   PAYMENT UPON DEATH.  If such Employee should die before receiving
any of the deferred compensation or before receiving the entire amount of
the deferred compensation payments set forth in paragraph 2, then the
entire balance of such deferred compensation shall be paid to the
designated beneficiary pursuant to paragraph 2.


<PAGE>
     If at the date of death of the Employee, none of the payments have
been made and the designated beneficiary is deceased, then such amount
shall be paid to the estate of such Employee or as designated in a power of
appointment in the Last Will of the Employee or under a separate power of
appointment. 

     If the named beneficiary has become entitled to the monthly payments
and such named beneficiary should die before receiving the entire balance
of such payments, then the entire balance shall be paid to the estate of
such beneficiary or as designated in a power of appointment in such
beneficiary's Will or by separate exercise of such power of appointment.

     5.   BENEFICIARY.  Payments of the monthly sums herein provided in
paragraphs 2, 3, and 4, shall be made to the Employee, if living, and
otherwise to PATRICIA JEAN SMITH, if living; otherwise as specified in
paragraph 4.  The beneficiary named herein may be changed at any time by
the Employee, with the agreement of the Corporation, by written amendment.

     6.   "TOTAL DISABILITY" DEFINED.  For purposes of this Agreement,
"total disability" shall be deemed to have occurred if the Compensation
Committee shall find on the basis of medical evidence satisfactory to it
that the Employee is so totally mentally or physically disabled as to be
unable to engage in further employment by the Corporation and that such
disability shall be permanent and continuous during the remainder of his
life.

     7.   ACCELERATION OF PAYMENTS.  The Employee may request and the
Corporation may grant an acceleration of the payments or any of the sums
specified in paragraphs 2, 3 and 4 above; provided, however, the benefits
shall be actuarially reduced based on employee's age at the date benefits
are to begin to a sum equivalent to the benefit amount if received at age
sixty (60).

     8.   RESTRICTIVE COVENANT.  Employee expressly agrees, as a condition
to the performance by the Corporation of its obligations hereunder, that
during the term of this Agreement and during the period for which monthly
payments are to be made, the Employee will not, directly or indirectly,
render any service of an advisory nature or otherwise, to, or become
employed by, or participate or engage in, any business competitive with the
business of the Corporation, without the prior written consent of the
Corporation.

     9.   PROHIBITION OF ASSIGNMENT.  Except as otherwise provided in this
Agreement, the Employee agrees on behalf of himself, his heirs, executors
and assigns, and any other person claiming benefits under him by virtue of
this Agreement, that this Agreement, the rights, interest and benefits
hereunder, shall not be assigned, transferred, pledged or hypothecated in
any way by Employee or other person claiming under him by virtue of this



<PAGE>
 Agreement and shall not be subject to execution, attachment or similar
process.  Any attempt at assignment, transfer, pledge or hypothecation or
other disposition of this Agreement or of such rights, interests and
benefits contrary to the foregoing provision, or the levy or any attachment
or similar process thereupon, shall be null and void and without effect.

     10.  EMPLOYMENT RIGHTS.  This Agreement creates no right in the
Employee to continue in the Corporation's employ for any specific length of
time nor does it create any other rights in the Employee or obligations on
the part of the Corporation except those set forth in this Agreement.

     11.  RELEASE.  Employee acknowledges that this Amended and Reaffirmed
Deferred Compensation Agreement is the sole and only Agreement between
Employee and Corporation, whether written or oral, concerning Deferred
Compensation and stands instead, substitution and place of any said
Agreements, either written or oral, with the subsidiaries of the
Corporation, excluding valid written employment contracts, pension or
profit sharing plans.

     12.  BINDING EFFECT.  This Agreement shall be binding upon and inure
to the benefit of any successor of the Corporation under the terms of this
Agreement.  As used in this Agreement, the term "successor" shall include
any person, firm, corporation, or other business entity which at any time,
whether by merger, purchase or otherwise, acquires all or substantially all
of the assets or business of the Corporation.  It shall also be binding
upon the beneficiaries, heirs, executors and administrators of the
Employee.

     13.  CONSTRUCTION.  This Agreement shall be construed by and under the
laws of the State of Michigan.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its corporate name by its corporate officers, duly authorized,
and the Employee has set his hand and seal, as of the day and year above
written.

                              SHORELINE FINANCIAL CORPORATION, a
                              Michigan Corporation, "Corporation"


                              By: /s/ James F. Murphy  
                              Its: Chairman of the Board    



                              /s/ Dan L. Smith    
                              Dan L. Smith, "Employee"



<PAGE>
                          AMENDED AND REAFFIRMED
                        DEFERRED COMPENSATION PLAN

     This Agreement made this 23rd day of August, A.D. 1991, by and between
SHORELINE FINANCIAL CORPORATION, a Michigan Corporation, of 823 Riverview
Drive, Benton Harbor, Michigan 49022, hereinafter referred to as
"Corporation", and JAMES F. MURPHY, of 1557 North Bonny Bruce Drive,
Stevensville, Michigan 49127, hereinafter referred to as "Employee".

     WITNESSETH, That:

     WHEREAS, The Employee is a key senior administrative officer of the
Corporation and a participant in a deferred compensation program adopted by
the Board of Directors of Inter-City Bank, a wholly owned subsidiary of
Corporation.

     WHEREAS, the Corporation wishes to consolidate at the Corporate level
the Deferred Compensation Agreements of its senior administrative officers,
amend certain provisions thereof, and to ratify said arrangements as
currently exist pursuant to action of said Board of Directors taken June
16th, 1983 and amended May 20th, 1986.

     Now, therefore, in consideration of the promises and covenants herein
contained, Corporation and Employee hereby executed this Amended and
Reaffirmed Deferred Compensation Agreement to be effective as of June 16th,
1983, and the date of this Agreement as follows:

     1.   CONTINUATION OF EMPLOYMENT.  The Employee shall remain an
employee of the Corporation until the age of sixty (60) years or the date
of his retirement as mutually agreed between the Employee and the
Corporation as to continued service and subject to the policies of the
Corporation.  Until such time as specified above, the Employee shall
continue to devote his time and attention to the service of the
Corporation, at the rate of compensation as established pursuant to the
Compensation Committee of the Corporation, from time to time.  Any change
in the compensation shall not be deemed a violation or waiver of any of the
provisions of this Agreement.

     The Employee has entered into an agreement contract under which he may
be entitled to certain benefits or severance payments.  It is not the
intent of this Agreement to cancel or amend such employment contract and
payments may be made under both contracts simultaneously depending on the
circumstances.

     Nothing contained in this Agreement shall be deemed to give the
Employee any right to be retained by the Corporation as an Employee.

     2.   PAYMENT UPON RETIREMENT.  The benefits, based on Employee's
participation in the Plan as originally adopted by the Board of Directors


<PAGE>
of Inter-City Bank on June 16, 1983, shall be paid as Deferred Compensation
as follows:

     (a) The Compensation Committee hereby accepts the insured
     participation plan previously approved and accepted by the Board of
     Directors of Inter-City Bank on June 16, 1983, and amended May 20th, 1986,
     for the Employee which provides for fixed compensation to the Employee for
     a fixed period of years.  In the event the Employee retires from the
     Corporation pursuant to the policies of the Corporation related to
     retirement at or after age sixty (60), the Employee shall have fully
     accrued deferred compensation credit.  At the election of the Employee; but
     in no event later than six (6) months from the date of retirement, the
     Corporation shall pay to the Employee the sum of Two Hundred and Fifty
     Thousand and No/100s ($250,000.00) Dollars, in equally monthly installments
     of Two Thousand and Eighty Three and thirty three cents ($2,083.33)
     Dollars, payable on the first business day of each month for a period not
     to exceed one hundred twenty (120) months from date of commencement.  If
     Employee so retires, but dies before receiving one hundred twenty (120) 
     monthly payments, the Corporation shall continue to make such monthly
     payments to the beneficiary designated in Paragraph 5 herein, until the
     total payments made to Employee or his beneficiary equal Two Hundred and
     Fifty Thousand and No/100s ($250,000.00) Dollars.

     (b) If the Employee's employment hereunder is terminated for any
     reason other than death, but before the Employee shall have attained the
     age of sixty (60) years, then the amount in the Deferred Compensation
     Program shall continue to be invested as the Compensation Committee shall
     so direct in its sole discretion, and no payments shall be made until the
     Employee shall have attained the age of sixty (60), at which time payments
     shall be made in the manner and to the same extent as herein set forth
     above.  Notwithstanding the foregoing, or if prior to attaining said age,
     the Employee should die, then payments shall be made in the manner and to
     the same extent as set forth in paragraph (a) above.

     3.   PAYMENT UPON DISABILITY.  If the Employee's employment is
terminated because of disability before he has obtained the age of sixty
(60), and while he is serving in the employment of the Corporation, then
the Board may make monthly or annual payments of substantially equal
amounts to the Employee (in the event of his disability) in the same manner
and to the same extent as provided in paragraph (a) above; provided,
however, said benefits shall be actuarially reduced for a sum equivalent to
the benefit if received at age sixty (60) and shall be payable only for a
period of one hundred twenty (120) months from the date of commencement.

     4.   PAYMENT UPON DEATH.  If such Employee should die before receiving
any of the deferred compensation or before receiving the entire amount of
the deferred compensation payments set forth in paragraph 2, then the
entire balance of such deferred compensation shall be paid to the
designated beneficiary pursuant to paragraph 2.

<PAGE>
     If at the date of death of the Employee, none of the payments have
been made and the designated beneficiary is deceased, then such amount
shall be paid to the estate of such Employee or as designated in a power of
appointment in the Last Will of the Employee or under a separate power of
appointment. 

     If the named beneficiary has become entitled to the monthly payments
and such named beneficiary should die before receiving the entire balance
of such payments, then the entire balance shall be paid to the estate of
such beneficiary or as designated in a power of appointment in such
beneficiary's Will or by separate exercise of such power of appointment.

     5.   BENEFICIARY.  Payments of the monthly sums herein provided in
paragraphs 2, 3, and 4, shall be made to the Employee, if living, and
otherwise to FRANCES J. MURPHY, if living; otherwise as specified in
paragraph 4.  The beneficiary named herein may be changed at any time by
the Employee, with the agreement of the Corporation, by written amendment.

     6.   "TOTAL DISABILITY" DEFINED.  For purposes of this Agreement,
"total disability" shall be deemed to have occurred if the Compensation
Committee shall find on the basis of medical evidence satisfactory to it
that the Employee is so totally mentally or physically disabled as to be
unable to engage in further employment by the Corporation and that such
disability shall be permanent and continuous during the remainder of his
life.

     7.   ACCELERATION OF PAYMENTS.  The Employee may request and the
Corporation may grant an acceleration of the payments or any of the sums
specified in paragraphs 2, 3 and 4 above; provided, however, the benefits
shall be actuarially reduced based on employee's age at the date benefits
are to begin to a sum equivalent to the benefit amount if received at age
sixty (60).

     8.   RESTRICTIVE COVENANT.  Employee expressly agrees, as a condition
to the performance by the Corporation of its obligations hereunder, that
during the term of this Agreement and during the period for which monthly
payments are to be made, the Employee will not, directly or indirectly,
render any service of an advisory nature or otherwise, to, or become
employed by, or participate or engage in, any business competitive with the
business of the Corporation, without the prior written consent of the
Corporation.

     9.   PROHIBITION OF ASSIGNMENT.  Except as otherwise provided in this
Agreement, the Employee agrees on behalf of himself, his heirs, executors
and assigns, and any other person claiming benefits under him by virtue of
this Agreement, that this Agreement, the rights, interest and benefits
hereunder, shall not be assigned, transferred, pledged or hypothecated in
any way by Employee or other person claiming under him by virtue of this



<PAGE>
Agreement and shall not be subject to execution, attachment or similar
process.  Any attempt at assignment, transfer, pledge or hypothecation or
other disposition of this Agreement or of such rights, interests and
benefits contrary to the foregoing provision, or the levy or any attachment
or similar process thereupon, shall be null and void and without effect.

     10.  EMPLOYMENT RIGHTS.  This Agreement creates no right in the
Employee to continue in the Corporation's employ for any specific length of
time nor does it create any other rights in the Employee or obligations on
the part of the Corporation except those set forth in this Agreement.

     11.  RELEASE.  Employee acknowledges that this Amended and Reaffirmed
Deferred Compensation Agreement is the sole and only Agreement between
Employee and Corporation, whether written or oral, concerning Deferred
Compensation and stands instead, substitution and place of any said
Agreements, either written or oral, with the subsidiaries of the
Corporation, excluding valid written employment contracts, pension or
profit sharing plans.

     12.  BINDING EFFECT.  This Agreement shall be binding upon and inure
to the benefit of any successor of the Corporation under the terms of this
Agreement.  As used in this Agreement, the term "successor" shall include
any person, firm, corporation, or other business entity which at any time,
whether by merger, purchase or otherwise, acquires all or substantially all
of the assets or business of the Corporation.  It shall also be binding
upon the beneficiaries, heirs, executors and administrators of the
Employee.

     13.  CONSTRUCTION.  This Agreement shall be construed by and under the
laws of the State of Michigan.

     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its corporate name by its corporate officers, duly authorized,
and the Employee has set his hand and seal, as of the day and year above
written.

                              SHORELINE FINANCIAL CORPORATION, a
                              Michigan Corporation, "Corporation"


                              By: /s/ James F. Murphy  
                              Its: Chairman of the Board    



                              /s/ James F. Murphy 
                              James F. Murphy, "Employee"