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)
INCENTIVE STOCK OPTION PLAN FOR
EMPLOYEE OPTIONHOLDERS OF FIRST NATIONAL BANK CORP.
(Full title of the plan)
Richard W. Wroten Gordon R. Lewis
Executive Vice President With Warner Norcross & Judd LLP
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered Share(2) Price Fee
<S> <C> <C> <C> <C>
Common Stock, 102,797(1) $15.94 $1,639,090.91(3) $565.20
$1 Par Value
<FN>
(1) Plus such indeterminate number of additional shares as may be required to be
issued in the event of an adjustment as a result of an increase in the number
of issued shares of Common Stock resulting from a subdivision of such shares,
the payment of stock dividends or certain other capital adjustments.
(2) Average offering price per unit. The offering price per unit is based on the
contracted option exercise price, which varies by option.
(3) Aggregate option exercise price.
</TABLE>
PART II.
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
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 Form 10-K Annual Report for its fiscal
year ended December 31, 1993.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 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 Form 8-B
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 of 1934,
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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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 of
Incorporation vest in Old Kent's board of directors the discretion to
provide the same degree of indemnification to Old Kent's officers on a
-2-
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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
-3-
Item 8. Exhibits.
The following exhibits have been filed as part of this
registration statement:
Number Exhibit
4(a) Incentive Stock Option Plan for Employee Optionholders of
First National Bank Corp.
4(b) Restated Articles of Incorporation. Previously filed as an
exhibit to Registrant's Form 10-Q Quarterly Report for the
quarter ended March 31, 1993. Here incorporated by
reference.
4(c) Bylaws. Previously filed as an exhibit to Registrant's Form
10-K Annual Report for its fiscal year ended December 31,
1993. Here incorporated by reference.
5 Opinion of Counsel.
23(a) Consent of Independent Public Accountants.
23(b) Consent of Counsel. Contained in Exhibit 5.
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;
-4-
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.
(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.
-5-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 30th day of January, 1995.
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: January 30, 1995 /s/ John M. Bissell*
John M. Bissell
Director
Date: January 30, 1995 /s/ John D. Boyles*
John D. Boyles
Director
Date: January 30, 1995 /s/ John C. Canepa*
John C. Canepa
Chairman of the Board,
President, Chief Executive Officer, and
Director (Principal Executive Officer)
Date: January __, 1995 ___________________________________
Richard M. DeVos, Jr.
Director
-6-
Date Name and Title
Date: January __, 1995 ___________________________________
Earl D. Holton
Director
Date: January 30, 1995 /s/ Michael J. Jandernoa*
Michael J. Jandernoa
Director
Date: January 30, 1995 /s/ John P. Keller*
John P. Keller
Director
Date: January 30, 1995 /s/ Jerry K. Myers*
Jerry K. Myers
Director
Date: January 30, 1995 /s/ William U. Parfet*
William U. Parfet
Director
Date: January 30, 1995 /s/ Percy Pierre*
Percy Pierre
Director
Date: January 30, 1995 /s/ Robert L. Sadler*
Robert L. Sadler
Vice Chairman of the Board and
Director
Date: January 30, 1995 /s/ Peter F. Secchia*
Peter F. Secchia
Director
Date: January 30, 1995 /s/ B. P. Sherwood, III*
B. P. Sherwood, III
Vice Chairman of the Board,
Treasurer, and Director
-7-
Date Name and Title
Date: January 30, 1995 /s/ David J. Wagner*
David J. Wagner
President and Director
Date: January 30, 1995 /s/ Richard W. Wroten
Richard W. Wroten
Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
*By /s/ Richard W. Wroten
Richard W. Wroten
(Attorney-in-Fact)
-8-
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Number Exhibit Number
<S> <C> <C>
4(a) Incentive Stock Option Plan for Employee 10
Optionholders of
First National Bank Corp.
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. 12
23(a) Consent of Independent Certified Public 13
Accountants.
23(b) Consent of Counsel (See Exhibit 5). 12
24 Powers of Attorney. 14
<FN>
_____________________________
*Incorporated by reference.
</TABLE>
-9-
EXHIBIT 4(a)
OLD KENT FINANCIAL CORPORATION
Incentive Stock Option Plan
For Employee Optionholders of
First National Bank Corp.
Old Kent Financial Corporation ("Old Kent") is a party to a
certain Agreement and Plan of Merger (the "Plan of Merger") pursuant to
which First National Bank Corp. ("FNBC") will be merged with and into Old
Kent. FNBC has previously issued certain Incentive Stock Options under the
First National Bank Corp. 1988 Incentive Stock Option Plan (the "FNBC
Plan"). FNBC has amended, or will before the effective time of the Merger
amend, the terms of all stock options previously issued and outstanding
pursuant to the FNBC plan so that they will become, if and when the Merger
becomes effective, options to acquire for an equivalent price the number of
shares of Old Kent Common Stock that would have been acquired if the
options had been exercised immediately prior to the effective time of the
Merger. Old Kent has agreed to honor such options according to their
terms, and to register the options and the shares acquired upon their
exercise with the Securities and Exchange Commission. This Incentive Stock
Option Plan has been adopted by the Board of Directors of Old Kent
Financial Corporation for the purpose of fulfilling that obligation.
1. Establishment of Plan. Old Kent hereby establishes this
Incentive Stock Option Plan for Employees of First National Bank Corp. for
the benefit of persons who were holders of incentive stock options of FNBC
issued pursuant to the FNBC Plan and who have had their options converted
into options ("Options") to purchase shares of Old Kent Common Stock of
("Common Stock") pursuant to the Plan of Merger. The Options will be held
pursuant to the terms and conditions set forth herein. This plan shall be
known as the Old Kent Financial Corporation Incentive Stock Option Plan for
First National Bank Corp. Employee Optionholders (the "Plan").
2. Purpose of the Plan. The purposes of the Plan are to
fulfill the conditions of Section 6.6 of the Plan of Merger and to preserve
the availability of pooling of interests accounting for the Merger. This
Plan shall on all occasions be interpreted, construed, and implemented in a
manner consistent with those purposes.
3. Incorporation By Reference. The FNBC Plan is hereby
assumed, adopted and incorporated in its entirety herein by reference and
shall be deemed continued by Old Kent, subject to the following:
-1-
A. References to "FNBC" or "Corporation" in the FNBC's Plan and
option agreements shall refer to Old Kent.
B. The number of shares subject to this Plan shall be that
number of shares of Old Kent Common Stock equal to the aggregate number of
shares of Old Kent Common Stock which would have been received if all
holders of options previously issued under the FNBC Plan and outstanding at
the effective time of the Merger had exercised such options in their
entirety immediately prior to the effective time of the Merger.
C. Senior management and other key employees of FNBC and its
affiliates who are holders of incentive stock options issued under the FNBC
Plan and outstanding at the effective time of the Merger shall be the only
recipients of Options under this Plan. Upon consummation of the Merger,
existing incentive stock options for FNBC shares held by employees of FNBC
shall automatically become Options to purchase Old Kent Common Stock under
this Plan and continue under their terms.
D. The number of shares of Common Stock that may be acquired by
each optionholder upon exercise of an Option shall be equal to the number
of shares of Common Stock such holder would have acquired if he or she had
exercised his or her Option under the FNBC Plan in its entirety immediately
prior to the effective time of the Merger and the FNBC shares so acquired
had been converted into shares of Common Stock of Old Kent pursuant to
Section 2.1 of the Agreement and Plan of Merger. The price per share
("Option Price") shall be equal to the price, rounded to two decimal
places, determined by dividing the aggregate option price for all of the
shares subject to each existing employee incentive stock option under the
FNBC Plan by the number of shares of Common Stock of Old Kent that may be
so acquired. Each participant shall be notified following the Merger of
the revised number of shares and the Option Price for such shares.
4. Effective Date of Plan. This Plan shall take effect at the
Effective time of the Merger.
-2-
EXHIBIT 5
January 30, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Old Kent Financial Corporation
Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp.
Dear Ladies and Gentlemen:
As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called "Old Kent"), we have examined and are
familiar with Old Kent's Incentive Stock Option Plan for Employee
Optionholders of First National Bank Corp., Restated Articles of
Incorporation, Bylaws, and minute books and have examined such other
corporate records and documents and have made such further examination 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
102,797 shares being registered on Form S-8 under the Securities Act
of 1933, as amended, are authorized shares of Common Stock, $1 par value,
and such shares, when issued and delivered pursuant to the Incentive Stock
Option Plan for Employee Optionholders of First National Bank Corp. 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 Common Stock
to be issued pursuant to the Incentive Stock Option Plan for Employee
Optionholders of First National Bank Corp.
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 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
January 30, 1995
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ John M. Bissell
John M. Bissell
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ John D. Boyles
John D. Boyles
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ John C. Canepa
John C. Canepa
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ Michael J. Jandernoa
Michael J. Jandernoa
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ John P. Keller
John P. Keller
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ Jerry K. Myers
Jerry K. Myers
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ William U. Parfet
William U. Parfet
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ Percy A. Pierre
Percy A. Pierre
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ Robert L. Sadler
Robert L. Sadler
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ Peter F. Secchia
Peter F. Secchia
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ B. P. Sherwood, III
B. P. Sherwood, III
EXHIBIT 24
Employee
Options
POWER OF ATTORNEY
The undersigned, in his capacity as director or officer of OLD
KENT FINANCIAL CORPORATION, does hereby appoint DAVID J. WAGNER, MARTIN J.
ALLEN, JR., and RICHARD W. WROTEN, and any of them, his attorney to execute
in his name, in his capacity as a director or officer of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for its Incentive Stock Option Plan for Employee Optionholders
of First National Bank Corp., any pre-effective and post-effective
amendments to said Registration Statement, and any instruments incidental
to that Registration Statement and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned could do in person, and the undersigned hereby ratifies and
approves the acts of said attorneys.
Date Signature
January 16, 1995 /s/ David J. Wagner
David J. Wagner
