Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 20, 2009, at a regularly scheduled meeting of the board of directors (the "Board") of Chemical Financial Corporation (the "Company"), the Board approved amendments to the Company's Bylaws to provide for delivery of notice of shareholder meetings, and permit shareholder authorization of proxies, by electronic transmission. The amendments to the Bylaws were effective on January 20, 2009.

Article IV, Section 4.04 of the Bylaws was amended to provide for delivery of notice of shareholder meetings by electronic transmission if authorized by the Board and in a form to which a shareholder has consented. "Electronic transmission" means any form of communication that does not directly involve the physical transmission of paper, that creates a record that may be retained and retrieved by the recipient and that may be reproduced in paper form by the recipient through an automated process.

Article IV, Section 4.08 of the Bylaws was amended to permit shareholder authorization of proxies by electronic transmission. In addition to a written authorization, a shareholder may authorize a person to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will hold the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent fully authorized by the person who will hold the proxy to receive that transmission.

The above description is qualified in its entirety by reference to the full text of the Bylaws filed with this report as Exhibit 3.2, which is here incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

3.2 Bylaws (as amended through January 20, 2009).

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