REGISTRATION NO. ______________
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-1986608
State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Vandenberg Center, Grand Rapids, Michigan 49503
(Address of principal executive offices, zip code)
DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plan)
Richard W. Wroten Gordon R. Lewis
Executive Vice President With Warner, Norcross & Judd
and Chief Financial Officer a copy 900 Old Kent Building
Old Kent Financial Corporation To: 111 Lyon Street, N.W.
One Vandenberg Center Grand Rapids, Michigan 49503-2489
Grand Rapids, Michigan 49503-2489
(Name and address of agent for service)
(616) 771-5808
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, 100,000 31.875(1) $3,187,500
$1 par value
Deferred Com- $4,000,000 N.A $4,000,000 $1,379.31
pensation
Obligations
<FN>
___________________________________________________________________________
___________________________________________________________________________
(1)Based on the average of the high and low prices quoted on the NASDAQ
national market system on November 14, 1994, pursuant to Rule 457(c).
</TABLE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
("Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.
(c) The description of the registrant's common stock, $1
par value, which is contained in the registrant's Registration
Statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to
Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
Item 4. Description of Securities.
This registration statement registers the financial obligations
("Deferred Compensation Obligations") of Old Kent Financial Corporation
("Registrant" or "Old Kent") to Participants in the Old Kent Directors'
Deferred Compensation Plan (the "Plan"). The Plan is filed as Exhibit 4(a)
to this registration statement. The description in this Item 4 is a
summary only and is qualified in its entirety by reference to the Plan.
Capitalized terms used in this description are defined in the Plan and
shall have the same meaning in this description.
The Plan is designed to provide supplemental retirement savings
opportunities for Directors and Community Bank Directors. The Plan is not
subject to the provisions of ERISA, since it is not a Plan for employees of
the Employer.
The Plan permits each Participant, before each year begins, to
elect irrevocably to defer all or any portion of Director's Fees. Each
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Participant's benefit under the Plan, therefore, will be the sum of the
Participant's deferrals of Director's Fees and earnings credits.
A Participant's benefit will be payable upon termination of his
or her status as a Participant for any reason. At the time of initial
participation in the Plan, each Participant is required to elect
irrevocably either a lump sum payment or a payment in annual installments
of up to 10. At the time of initial participation, a Participant may elect
a different form of payment to a designated beneficiary upon the death of
the Participant. The payment will begin on March 1 following the end of
the calendar year in which the Participant ceases to be a Director or a
Community Bank Director. Payments shall be paid to the Participant or
Beneficiary only in cash directly by the Employer or from a trust as
further described herein. Payments for a Director of Old Kent may be paid
wholly in cash or Old Kent Common Stock, or any combination thereof, as
determined by Old Kent.
The Plan operates through accounting entries on the Registrant's
books. The Registrant establishes an account for each Participant. Each
Participant's deferral is then credited to each Participant's account.
Participants under the Plan are general, unsecured creditors of the
Registrant. No Participant may sell, transfer, assign, or alienate the
obligations under the Plan.
In addition to the Participant's deferral of Director's Fees,
each Participant's account is credited with earnings credits. Each
Participant may elect to have earnings credited to his or her account under
the Plan as if the account balance had been invested, as directed by the
Participant, in any one or combination of certain funds as further
described herein.
Pursuant to the terms of the Plan, the Registrant may, but is not
so required, establish a so-called "rabbi" trust. The trust, if
established, will be a multiple grantor trust, of which Registrant and any
subsidiary of the Registrant that has adopted the Plan and joined in the
trust ("Participating Employers") are the grantors, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal
Revenue Code of 1986, as amended. The trust will accumulate assets to
provide the Participating Employers with a source of funds to use in
fulfilling obligations under the Plan. Participating Employers may, in
their sole discretion, from time to time, contribute to the trust such
amounts as shall be reasonably necessary to provide for benefits payable
under the Plan.
A separate subtrust under the trust will be established for each
Participating Employer. Assets of the trust shall be allocated among the
subtrusts in proportion to the account balances maintained for the
Participants of each Participating Employer or as contributed by or with
respect to each Participating Employer. Each subtrust will reflect an
undivided interest in assets of the trust and shall not require any actual
segregation or separate investment of particular assets.
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Old Kent Bank and Trust Company (the "Bank") will serve as
trustee of the trust. Old Kent Bank and Trust Company is a direct wholly-
owned subsidiary of the Registrant. As trustee, the Bank will invest and
reinvest the assets of the trust as the Bank, in its discretion, may deem
appropriate, subject to the terms of the trust agreement. The Bank may,
but is not required to, invest the trust's assets in the same mutual funds
used by the Registrant to calculate earnings credits under the Plan.
In the event of insolvency of a Participating Employer, the Bank
is required to hold the assets of the trust for the benefit of the general
creditors of the Participating Employer. The chief executive officer and
board of directors of the Participating Employer are required to give
notice to the Bank upon the Participating Employer's insolvency. If the
trustee receives such notice, or receives from any other person claiming to
be a creditor of the Participating Employer, a written allegation that the
Participating Employer is insolvent, the trustee is required to immediately
commence insolvency administration and to independently determine whether
such insolvency exists.
The actual investment success with respect to the assets in the
trust will in no way affect the benefits payable to Participants that have
accrued under the Plan. Earnings credited to Participants' accounts under
the Plan will be calculated on a hypothetical basis based on the rates of
return of any one or combination of certain funds. These funds presently
include:
(1) The Savings Fund which consists of money market mutual
funds and may consist of other investments such as short-term
U.S. Government securities, prime grade commercial paper,
passbook savings accounts, time certificates, savings receipts,
certificates of deposit, and commingled funds invested in similar
assets;
(2) The Diversified Equity Fund which consists of a pooled
stock fund. This fund is invested in a number of common stocks
or securities convertible into common stocks;
(3) The Short Term Bond Fund which consists of high quality
debt obligations, including money market instruments, and notes
and bonds of domestic corporations, the U.S. Treasury and federal
agencies; and
(4) The Balanced Fund which consists entirely of the Kent
Funds, a group of mutual funds, and seeks to provide an
investment program of long-term growth.
In addition to the above funds, the Old Kent Common Stock Fund is
available to Directors of Old Kent only for the purpose of determining
earning credits under the Plan. The Old Kent Common Stock Fund is invested
in shares of common stock of Old Kent Financial Corporation.
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Any profits obtained through investments made by the trust, over
and above the obligations under the Plan, will be retained in the trust to
pay the claims of future Participants or a Participating Employer's general
creditors in the event of a Participating Employer's insolvency. Each
Participating Employer, at all times, remains liable for the payment of
benefits to Participants and will be responsible for any difference between
its obligations under the Plan and funds available in the trust. Upon
direction by the Registrant, the Bank will, from time to time, make payment
out of the funds of the trust to Participants to pay benefits under the
Plan.
The trust agreement provides that Participants' interests in the
trust may not be assigned, seized by legal process, transferred, or subject
to the claims of the Participants' creditors in any way. Any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or
otherwise dispose of benefits payable, before actual receipt of the
benefits or a right to receive benefits, is void and will not be
recognized. The trust agreement also provides that the Participants have
no interest in the assets or the funds of the trust beyond the right to
receive payment of Plan benefits during periods of Participating Employers'
solvency. During the periods of a Participating Employer's insolvency, the
Participants' rights to assets of the trust will not be superior to the
rights of any other general creditors of the Participating Employer.
As of June 30, 1994, the total amount of outstanding Deferred
Compensation Obligations under the Plan was $1,547,106.87. The total
amount of Deferred Compensation Obligations that may be incurred under the
Plan is not subject to any specific defined limit. The Registrant may
amend or terminate the Plan at any time. Amendment or termination of the
Plan may not reduce or revoke any Deferred Compensation Obligations owed to
Participants at the time of amendment or termination.
Deferred Compensation Obligations are denominated in dollars and
cents in the currency of the United States of America. They are not
certified and not quantified in units or shares.
The Registrant is filing this registration statement because of
uncertainty as to whether Deferred Compensation Obligations would or should
be considered to be securities or to be subject to registration under the
Securities Act of 1933. The filing of this registration statement is not
an admission by the Registrant that Deferred Compensation Obligations are
securities or are subject to the registration requirements of the
Securities Act of 1933.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Old Kent's Restated Articles of Incorporation require
indemnification of Old Kent's directors to the maximum extent permitted by
the Michigan Business Corporation Act. The Restated Articles vest in Old
Kent's board of directors the discretion to provide the same degree of
indemnification to Old Kent's officers on a case-by-case basis. The
following is a summary of the pertinent provisions of the Michigan Business
Corporation Act.
Sections 561-569 of the Michigan Business Corporation Act contain
provisions governing the indemnification of officers and directors by
Michigan corporations. That statute provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation), by reason of
the fact that he is or was a director, officer, employee, or agent of the
corporation or serving another corporation or other enterprise at the
request of the corporation, against expenses, including attorney fees,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Indemnification of expenses, including attorney fees, is allowed
in derivative actions, except that no indemnification is allowed in respect
of any claim, issue, or matter as to which such person shall have been
found liable to the corporation unless a court decides indemnification is
proper. To the extent any such person succeeds on the merits or otherwise,
he or she is entitled to be indemnified against expenses, including
attorney fees. A determination that the person to be indemnified meets the
applicable standard of conduct may be made by a court, by the board of
directors by a majority vote of a quorum consisting of directors who were
not parties to such action, by a majority vote of a committee designated by
the board of directors consisting of two or more directors not parties to
the action, suit, or proceeding, by independent legal counsel, or by the
shareholders. Expenses may be paid in advance. A corporation may purchase
indemnity insurance.
Old Kent has insurance which provides liability coverage to
directors and officers of Old Kent and its subsidiaries with respect to
claims for any actual or alleged error, misstatement, misleading statement,
act, or omission, or neglect or breach of duty by such directors or
officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.
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Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed as part of this
registration statement:
4(a) Directors' Deferred Compensation Plan
4(b) Restated Articles of Incorporation of Old Kent Financial
Corporation incorporated by reference
4(c) Bylaws of Old Kent Financial Corporation incorporated by
reference
5 Opinion of Counsel
23(a) Consent of Independent Certified Public Accountants
23(b) Consent of Counsel
24 Powers of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration
statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the issuer certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids and the
State of Michigan, on this 14th day of November, 1994.
OLD KENT FINANCIAL CORPORATION
By /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer, Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated.
Date Name and Title
Date: November 14, 1994 /s/ John M. Bissell*
John M. Bissell
Director
Date: November 14, 1994 /s/ John D. Boyles*
John D. Boyles
Director
Date: November 14, 1994 /s/ John C. Canepa*
John C. Canepa
Chairman of the Board,
Chief Executive Officer and
Director (Principal Executive Officer)
Date: November 14, 1994 /s/ Richard M. DeVos, Jr.*
Richard M. DeVos, Jr.
Director
-9-
Date: November 14, 1994 /s/ Earl D. Holton*
Earl D. Holton
Director
Date: November 14, 1994 /s/ Michael J. Jandernoa*
Michael J. Jandernoa
Director
Date: November 14, 1994 /s/ John P. Keller*
John P. Keller
Director
Date: November 14, 1994 /s/ Jerry K. Myers*
Jerry K. Myers
Director
Date: November 14, 1994 /s/ William U. Parfet*
William U. Parfet
Director
Date: November 14, 1994 /s/ Percy Pierre*
Percy Pierre
Director
Date: November 14, 1994 /s/ Robert L. Sadler*
Robert L. Sadler
Vice Chairman of the Board and
Director
Date: November 14, 1994 /s/ Peter F. Secchia*
Peter F. Secchia
Director
Date: November 14, 1994 /s/ B. P. Sherwood, III*
B. P. Sherwood, III
Vice Chairman of the Board,
Treasurer, and Director
Date: November 14, 1994 /s/ David J. Wagner*
David J. Wagner
President and Director
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Date: November 14, 1994 /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer, Principal Accounting Officer)
Date: November 14, 1994 By /s/ Richard W. Wroten
Richard W. Wroten
(Attorney-in-Fact)
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Page
Number
<S> <C> <C> <C>
4(a) Directors' Deferred Compensation Plan 13
4(b) Restated Articles of Incorporation. *
Previously filed as an exhibit to the
Registrant's Form 10-Q Quarterly Report for
its fiscal quarter ended March 31, 1993.
4(c) Bylaws. Previously filed as an exhibit to the *
Registrant's Form 10-K Annual Report for its
fiscal year ended December 31, 1993.
5 Opinion of Counsel 25
23(a) Consent of Independent Public Accountants 26
23(b) Consent of Counsel (See Exhibit 5) 25
24 Powers of Attorney 27
<FN>
* Incorporated by reference.
</TABLE>
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EXHIBIT 4 (a)
OLD KENT
DIRECTORS' DEFERRED COMPENSATION PLAN
ARTICLE 1
Establishment of Plan
1.1 Establishment of Plan.
Old Kent Financial Corporation ("OKFC") hereby amends and restates the
Old Kent Directors' Deferred Compensation Plan, a supplemental nonqualified
deferred compensation plan for the nonemployee directors of OKFC and any
subsidiary of OKFC and related Community Bank Directors as defined herein.
This plan shall be an unfunded plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
1.2 Establishment of Trust.
Simultaneously with restatement of the Old Kent Directors' Deferred
Compensation Plan, OKFC is amending and restating the Old Kent Financial
Corporation Directors' Deferred Compensation Trust ("Trust"). As restated,
the Trust will conform to the terms of the model trust described in Revenue
Procedure 92-64.
1.3 Effective Date.
The "Effective Date" of this restatement is January 19, 1993. The
provisions of Section 5.4, pursuant to which Directors of OKFC may elect
earnings credits based on the Old Kent Common Stock Fund, shall be
effective on the issuance by the Internal Revenue Service of a new or
supplemental private letter ruling containing the tax rulings requested by
OKFC with respect to the restated plan and the Trust. Each plan provision
applies until the effective date of an amendment of that provision.
1.4 Application to Former Participants.
Except to the extent it amends a provision of the plan that applies to
former Participants or expressly states that it is applicable to former
Participants, an amendment to this plan (including changes included in any
restatement of the plan) shall not apply to a former Participant.
ARTICLE 2
Definitions
2.1 Defined Terms.
Defined terms are found at the following locations:
<TABLE>
<CAPTION>
Term Location
<S> <C> <C>
Administrator 2.2
Agent for Service of Process 2.3
Beneficiary 2.4
Community Bank Director 2.5
Director 2.6
Director's Fees 2.7
Effective Date 1.3
Employer 2.8
ERISA 1.1
OKFC 1.1
Old Kent Thrift Plan 2.9
Participant 3.1
Plan Year 2.10
Spouse 2.11
Surviving Spouse 2.12
Trust 1.2
Valuation Date 2.13
Valuation Period 2.14
</TABLE>
2.2 Administrator.
"Administrator" means OKFC.
2.3 Agent for Service of Process.
"Agent for Service of Process" means the Administrator or the
individual designated by the Administrator.
2.4 Beneficiary.
"Beneficiary" means the individual, trust or other entity designated
by the Participant to receive any benefits payable under this plan after
the Participant's death. A Participant may designate or change a
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Beneficiary by filing a signed designation with the Administrator in a form
approved by the Administrator. The Participant's Will is not effective for
this purpose.
If a designation has not been properly completed and filed with the
Administrator or is ineffective for any other reason, the Beneficiary shall
be the Participant's Surviving Spouse. If there is no effective
designation and the Participant does not have a Surviving Spouse, the
remaining benefits, if any, shall be paid to the Participant's estate.
2.5 Community Bank Director.
"Community Bank Director" means any individual who serves as a member
of a Community Bank Board of OKFC or any subsidiary of OKFC and who is not
an employee of the Employer. "Community Bank Board" means a board or panel
of persons who are appointed or elected to serve a branch bank or separate
banking location in an advisory and community liaison capacity.
2.6 Director.
"Director" means any individual who serves as a member of the Board of
Directors of OKFC or any subsidiary of OKFC and who is not an employee of
the Employer.
2.7 Director's Fees.
"Director's Fees" means the amount of the income payable to a
Participant for service as a Director or a Community Bank Director
including, without limitation, annual retainers and payments for meetings
of the Board of Directors or the Community Bank Board and meetings of
committees of the Board of Directors or the Community Bank Board.
2.8 Employer.
"Employer" means OKFC and any subsidiary of OKFC, collectively or
individually as the context infers.
2.9 Old Kent Thrift Plan.
"Old Kent Thrift Plan" means the qualified, tax-exempt defined
contribution plan established and maintained by OKFC under Sections 401(a)
and 401(k) of the Internal Revenue Code of 1986, as amended.
2.10 Plan Year.
"Plan Year" means the 12-month period beginning each January 1.
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2.11 Spouse.
"Spouse" means the husband or wife to whom the Participant is married
on the date the benefit is scheduled to be paid, or payment is scheduled to
begin. The legal existence of the spousal relationship shall be governed
by the law of the state or other jurisdiction of domicile of the
Participant.
2.12 Surviving Spouse.
"Surviving Spouse" means the Spouse of the Participant at the time of
the Participant's death who survives the Participant. If the Participant
and Spouse die under circumstances which prevent ascertainment of the order
of their deaths, it shall be presumed for this plan that the Participant
survived the Spouse.
2.13 Valuation Date.
"Valuation Date" means the last day of March, June, September and
December.
2.14 Valuation Period.
"Valuation Period" means any quarterly period of three months ending
with the specified Valuation Date.
ARTICLE 3
Participation
3.1 Designation as Participant.
A Director or a Community Bank Director shall be eligible to become a
Participant ("Participant") on the first day of the individual's term as a
Director or as a Community Bank Director. However, a Director or a
Community Bank Director shall be an eligible Participant only if (1) the
Director or Community Bank Director is a resident of Illinois, Michigan, or
any other state designated by OKFC for this purpose and (2) the Director's
or Community Bank Director's Employer has adopted this plan. Adoption of
this plan by another employer shall be effective as of the date approved
and specified in resolutions by OKFC and by the adopting employer.
Adoption of this plan by an employer other than OKFC shall not create a
separate plan. Each new Participant must complete the deferral and
election requirements specified in Articles 4 and 7.
-4-
3.2 Termination of Participation.
A Participant's status as a Participant shall continue until the
Participant (1) ceases to be a Director or a Community Bank Director for
any reason or (2) is suspended or terminated from participation in the
plan. Participation in the plan may be suspended or terminated at any time
by action of the Personnel Committee of OKFC taken with or without a
meeting. If participation in the plan is suspended or terminated, deferral
credits shall cease but earnings credits shall continue to accrue until all
amounts due hereunder have been paid in full pursuant to Article 7.
ARTICLE 4
Director's Deferrals
4.1 Deferral of Director's Fees.
A Participant may elect to defer payment of all or any portion of
Director's Fees for a Plan Year. For each amount deferred, the Participant
shall be credited with a corresponding dollar amount to be paid under this
plan as deferred compensation for the Participant.
4.2 Prior Irrevocable Election.
The election to defer Director's Fees shall be made by the Participant
on a form provided for that purpose prior to the beginning of a Plan Year
and shall become irrevocable for each Plan Year thereafter as of the
beginning of each Plan Year. The deferral election shall continue in
effect for each Plan Year until revoked or modified for a subsequent Plan
Year by the Participant. The deferral shall be applicable to Director's
Fees earned in each Plan Year. A new Participant may make an initial
irrevocable election to defer Director's Fees during the first 30 days of
eligibility to participate and such election shall apply only to Director's
Fees earned following the date of the election. If a new Participant does
not make an election during this 30 day period, the Participant may not
make an election effective earlier than the beginning of the next Plan
Year. The Participant shall have no claim or right to payment of the
amounts deferred and shall be limited solely to the rights and benefits
conferred under the terms of this plan. In no event shall an election to
defer Director's Fees become effective sooner than the date of the written,
irrevocable election.
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ARTICLE 5
Accounting; Earnings Credits
5.1 Accounting Records.
The Administrator shall maintain separate accounting records for each
Participant. An accounting record shall be maintained for and credited
with the Participant's deferrals plus the earnings credits on the deferrals
described below.
The Administrator shall provide each Participant with a written
accounting reflecting the valuation of the Participant's account, at least
annually. If the Participant does not object to the account within 60 days
after receipt, the account shall be deemed final and binding on all
parties.
5.2 Timing of Deferrals.
Deferrals shall be credited to the Participant's account as of the
beginning of the Valuation Period in which the Director's Fees would have
been payable to the Participant if the Participant had not made a deferral
election.
5.3 Earnings Credits and Debits.
The amount credited to a Participant's account (including prior
earnings credits) as of the beginning of each Valuation Period also shall
be credited with an earnings credit or debit for such Valuation Period.
The amount of the earnings credit shall be an adjustment on the Valuation
Date equal to the increase or decrease which would have occurred if the
value of the account as of the beginning of the Valuation Period, reduced
by the amount of any distribution during the Valuation Period, had been
invested in the fund or funds chosen by the Participant under Section 5.4
to be the investment reference for that Valuation Period. Values with
respect to each individual fund designated under Section 5.4 shall be
determined in the manner specified in or otherwise utilized for that
particular fund.
Earnings credits shall continue to accrue after a Participant's term
has expired and until all amounts due hereunder have been paid in full.
Earnings credits shall not apply to amounts paid during a Valuation Period.
5.4 Funds.
Earnings credits shall be measured and determined, as provided in
Section 5.3, under the following rules:
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(a) Choices. Each Participant may direct that the Participant's
account be treated as if invested at the beginning of each Valuation
Period, to the extent directed by the Participant, in one or more specific
funds among those designated by OKFC as available investment references for
this purpose. The available funds shall be chosen by OKFC from actual
mutual funds and investment funds maintained under the Old Kent Thrift Plan
or similar funds. The Old Kent Common Stock Fund maintained under the Old
Kent Thrift Plan shall be one of the funds designated by OKFC as an
available investment reference for Directors of OKFC, as long as the Old
Kent Common Stock Fund exists. The Old Kent Common Stock Fund shall not be
an available investment reference for a Director or a Community Bank
Director of a subsidiary of OKFC. OKFC may, in its sole discretion, change
the other designated funds as of the beginning of any Plan Year or at any
other time. OKFC at all times shall designate at least three funds as
available investment references. The fund or funds designated by each
Participant from the choices made available by OKFC shall constitute
hypothetical investments only, by which earnings credits shall be measured
as specified in Section 5.3, and shall not require actual investments by
OKFC or the Trust to any extent whatsoever.
(b) Frequency. A Participant may change a direction with respect to
existing account balances and with respect to future deferrals as of the
first day of any Valuation Period. Any change in the investment reference
by the Participant shall be effective not earlier than the first day of the
next Valuation Period following the date on which the change is made.
(c) Written Direction. The direction shall be made by the
Participant on a form provided for that purpose at least 30 days prior to
the first day of the Valuation Period for which it is to be effective. A
direction shall be effective on the first day of the next Valuation Period
only when signed by the Participant and filed with the Administrator, and
the direction shall continue to be in effect until it is revoked or
modified in the same manner. A Participant who is an OKFC Director and who
is subject to 16(b) of the Securities Exchange Act of 1934 must make a
written irrevocable direction or change of direction at least six months in
advance of the effective date of any increase or decrease in the extent to
which such Participant's earnings credits will be measured by the Old Kent
Common Stock Fund.
(d) No Written Direction. In the absence of written direction by a
Participant, the Savings Fund under the Old Kent Thrift Plan shall be used
as the investment reference for the Participant's account under this plan.
(e) Additional Terms and Conditions. The Administrator may formulate
additional terms and conditions for direction by the Participant as
necessary or appropriate.
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ARTICLE 6
Vesting
The right to be paid an amount equal to the deferrals in the
Participant's account, including earnings credits in the account, shall not
be subject to forfeiture for any reason.
ARTICLE 7
Payments to Participants
7.1 Event of Distribution.
If the Participant ceases to be a Director or a Community Bank
Director for any reason, all amounts credited to the Participant shall be
distributed at the time and in the manner specified herein.
7.2 Form of Payment.
At the time of the initial irrevocable election to defer Director's
Fees under this plan, each Participant shall irrevocably elect a form of
payment. The following forms of payment may be elected by a Participant:
(a) Lump Sum. A single lump-sum payment of the entire amount
promised under this plan, or
(b) Installments. Payment of the entire amount promised under this
plan in not more than 10 annual installments.
If the total amount to be distributed does not exceed $3,500, the
Participant shall be paid a lump-sum payment under (a) above.
If the Participant fails to make an election of a form of payment in
the initial election, the Participant shall be paid a lump-sum payment.
7.3 Amount of Payment.
The Participant shall be paid an amount which is the sum of the
deferrals in the Participant's account plus the earnings credits in the
Participant's account. The amount to be distributed shall be determined as
follows:
(a) Lump Sum. For a lump sum distribution, the total amount to be
distributed shall be determined as of the Valuation Date preceding the date
of payment.
-8-
(b) Installments. If payment is in installments, the initial amount
to be distributed shall be the total amount due as of the most recent
Valuation Date preceding the initial payment divided by the number of
installment payments elected. Future installments shall be determined by
dividing the total amount remaining unpaid as of the most recent Valuation
Date preceding the date of payment by the remaining number of annual
installment payments.
With respect to a lump-sum payment or each installment payment, there
shall be no earnings credit or other adjustment, for the period from the
Valuation Date preceding the date of payment to the date of payment.
7.4 Manner of Payment.
Payments shall be paid to the Participant or Beneficiary wholly in
cash directly by the Employer or from the Trust. Payments for a Director
of OKFC may be paid wholly in cash or OKFC common stock or any combination
thereof, as determined by OKFC. The Employer shall not be relieved of its
obligation and liability to pay the benefits of this plan except to the
extent payments are actually made from the Trust.
7.5 Time of Payment.
A lump-sum payment or an initial installment payment shall be made on
March 1 following the end of the calendar year in which the Participant
ceases to be a Director or a Community Bank Director. Later installment
payments shall be made on March 1 following the end of each subsequent
calendar year until the total amount to be distributed under this plan is
distributed.
7.6 Death.
(a) Payment to Beneficiary. If the Participant dies prior to payment
of all amounts due under this plan, payment of all remaining amounts shall
be made to the Participant's Beneficiary. Payments to a Beneficiary
following a Participant's death shall be in the form elected by the
Participant and shall be made or shall begin on the date specified in
Section 7.5. At the time of the initial irrevocable election to defer
Director's Fees, the Participant may designate a form of payment following
the Participant's death which is different from the form of payment during
the Participant's lifetime.
(b) Payment to Estate. If payment is to be made to the estate of a
Participant, payment shall be made in a lump sum 90 days after the date of
the Participant's death.
(c) Generation-Skipping Transfer Tax. Notwithstanding any other
provision in this plan or any related trust agreement, the Employer may
withhold or direct the trustee to withhold any benefits payable to a
-9-
Beneficiary as a result of the death of a Participant or any other
Beneficiary until it can be determined whether a generation-skipping
transfer tax, as defined in Chapter 13 of the Code, or any substitute
provision therefor, is payable by the Employer or the trustee and the
amount of generation-skipping transfer tax, including interest, that is
due. If such tax is payable, the benefits otherwise payable hereunder
shall be reduced by an amount equal to the generation-skipping transfer tax
and interest. Any benefits withheld shall be payable as soon as there is a
final determination of the applicable generation-skipping transfer tax and
interest. No interest shall be payable to any Beneficiary for the period
from the date of death to the time when the amount of benefits payable to a
Beneficiary can be fully determined pursuant to this paragraph.
ARTICLE 8
General Provisions
8.1 Amendment; Termination.
OKFC reserves the right to amend this plan prospectively or
retroactively, or to terminate this plan, provided that an amendment or
termination may not reduce or revoke the accrued amounts promised to be
paid to Participants as of the later of the date of adoption of the
amendment or the effective date of the amendment or termination.
Upon termination of this plan, the accounts of affected Participants
shall be administered and distributed in accordance with the provisions of
this plan.
8.2 Rights Not Assignable.
Except for designation of a Beneficiary, amounts promised hereunder
shall not be subject to assignment, conveyance, transfer, anticipation,
pledge, alienation, sale, encumbrance, or charge, whether voluntary or
involuntary, by the Participant or any Beneficiary of the Participant, even
if directed under a qualified domestic relations order or other divorce
order. An interest in an amount promised shall not provide collateral or
security for a debt of a Participant or Beneficiary or be subject to
garnishment, execution, assignment, levy, or to another form of judicial or
administrative process or to the claim of a creditor of a Participant or
Beneficiary, through legal process or otherwise. Any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or
to otherwise dispose of benefits payable, before actual receipt of the
benefits, or a right to receive benefits, shall be void and shall not be
recognized.
-10-
8.3 Unsecured Creditor Status.
A Participant shall be an unsecured general creditor of the Employer
as to the payment of any benefit under this plan. The right of any
Participant or Beneficiary to be paid the amount promised in this plan
shall be no greater than the right of any other general, unsecured creditor
of the Employer.
8.4 No Trust or Fiduciary Relationship.
Nothing contained in this plan shall be deemed to create a trust or
fiduciary relationship of any kind for the benefit of any Participant or
Beneficiary.
8.5 Construction.
The singular includes the plural, and the plural includes the
singular, unless the context clearly indicates the contrary. Capitalized
terms (except those at the beginning of a sentence or part of a heading)
have the meaning specified in this plan. If a capitalized term is not
defined in this plan, the term shall have the general, accepted meaning of
the term.
8.6 Disputes.
In the event that a dispute arises regarding the eligibility to
participate in the plan or any other matter relating to plan participation,
such dispute shall be made to the plan Administrator. The determination by
the plan Administrator with respect to such disputes shall be final and
binding on all parties.
In the event that a dispute arises regarding the amount of any benefit
payment under this plan that is not related to Participant eligibility
disputes, the Personnel Committee of OKFC may appoint a qualified
independent certified public accountant to determine the amount of payment
and such determination shall be final and binding on all parties.
8.7 Unfunded Plan.
This shall be an unfunded plan within the meaning of ERISA. Benefits
provided herein constitute only an unsecured contractual promise to pay in
accordance with the terms of this plan by the Employer.
-11-
EXHIBIT 5
OPINION OF COUNSEL
November 17, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Old Kent Financial Corporation
Directors' Deferred Compensation Plan
Dear Ladies and Gentlemen:
As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called the "Company"), we have examined and are
familiar with the Company's Director's Deferred Compensation Plan (the
"Plan"), Restated Articles of Incorporation, Bylaws, and minute books
and have examined such other corporate records and documents and have
made such further investigation as we have deemed necessary or advisable
in order to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that the Deferred
Compensation Obligations of the Company under the Plan, when incurred in
the manner described in its Form S-8 Registration Statement, are and will
be legally issued, fully paid and nonassessable, binding obligations of the
Company. It is further our opinion that the 100,000 shares of the Company's
Common Stock being registered on Form S-8 under the Securities Act of
1933, as amended, are authorized shares of the Company and such shares,
when issued and delivered pursuant to the Company's Plan, will be legally
issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion and consent as an
exhibit to the Registration Statement on Form S-8 covering the Deferred
Compensation Obligations incurred and Common Stock to be issued pursuant to
the Plan.
WARNER NORCROSS & JUDD LLP
By /s/ Gordon R. Lewis
Gordon R. Lewis
A Partner
EXHIBIT 23 (a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 18, 1994, included in Old Kent Financial Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993, and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 14, 1994
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ John M. Bissell
John M. Bissell
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ John D. Boyles
John D. Boyles
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ John C. Canepa
John C. Canepa
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: October 20, 1994 /s/ Richard M. DeVos, Jr.
Richard M. DeVos, Jr.
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ Earl D. Holton
Earl D. Holton
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: October 17, 1994 /s/ Michael J. Jandernoa
Michael J. Jandernoa
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ John P. Keller
John P. Keller
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ Jerry K. Myers
Jerry K. Myers
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ William U. Parfet
William U. Parfet
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ Percy A. Pierre
Percy A. Pierre
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ Robert L. Sadler
Robert L. Sadler
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: March 29, 1993 /s/ Peter F. Secchia
Peter F. Secchia
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ B.P. Sherwood, III
B.P. Sherwood, III
EXHIBIT 24
POWER OF ATTORNEY
The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR.,
and RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them
severally, the undersigned's attorneys or attorney to execute in the
undersigned's name and on behalf of the undersigned, in the undersigned's
capacity as a director or officer, or both, as the case may be, of Old Kent
Financial Corporation, a Form S-8 Registration Statement of Old Kent
Financial Corporation for its Directors' Deferred Compensation Plan, all
pre-effective and post-effective amendments to this registration statement,
and all instruments necessary or incidental in connection with it, and to
file the registration statement with the Securities and Exchange
Commission. Each of the attorneys shall have power and authority to do and
perform in the name and on behalf of the undersigned, in all capacities,
every act required or necessary to be done as fully and to all intents and
purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each
of them.
Date Signature
Date: January 18, 1993 /s/ David J. Wagner
David J. Wagner
