<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _______)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12
/ / Confidential, for use of the Commission only (as
permitted by Rule 14a-6(e)(2))
OLD KENT FINANCIAL CORPORATION
________________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2),
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing party:
________________________________________________________________________________
(4) Date filed:
________________________________________________________________________________
<PAGE> 2
OLD KENT LOGO
FINANCIAL CORPORATION
One Vandenberg Center
Grand Rapids, Michigan 49503
Notice of Annual Meeting of Shareholders
- --------------------------------------------------------------------------------
The annual meeting of shareholders of Old Kent Financial Corporation will
be held in the Pantlind Ballroom of the Amway Grand Plaza Hotel, 187 Monroe
Avenue N.W., Grand Rapids, Michigan, on Monday, April 15, 1996, at 10 a.m. local
time to consider and vote upon election of directors and such other business as
may properly come before the meeting.
Shareholders of record at the close of business on February 19, 1996, are
entitled to notice of and to vote at the meeting or any adjournment of the
meeting.
By Order of the Board of Directors,
Martin J. Allen, Jr.
Martin J. Allen, Jr.
Secretary
March 1, 1996
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING.
EVEN IF YOU EXPECT TO ATTEND THE MEETING.
PLEASE SIGN AND RETURN YOUR PROXY PROMPTLY.
<PAGE> 3
PROXY STATEMENT
- -----------------------
ANNUAL MEETING OF SHAREHOLDERS
OLD KENT FINANCIAL CORPORATION
APRIL 15, 1996
This proxy statement and the enclosed proxy are being furnished to holders
of Common Stock, $1 par value, of Old Kent Financial Corporation ("Old Kent" or
the "Corporation") on and after March 1, 1996, in connection with the
solicitation of proxies by the Old Kent board of directors for use at the annual
meeting of Old Kent shareholders to be held on April 15, 1996, and at any
adjournment of that meeting. The annual meeting will be held in the Pantlind
Ballroom of the Amway Grand Plaza Hotel, 187 Monroe Avenue N.W., Grand Rapids,
Michigan, 49503, at 10 a.m. local time.
The purpose of the annual meeting is to consider and vote upon election of
directors. If a proxy in the form distributed by Old Kent is properly executed
and returned to Old Kent, the shares represented by that proxy will be voted at
the annual meeting of Old Kent shareholders and at any adjournment of that
meeting. Where a shareholder specifies a choice, the proxy will be voted as
specified. If no choice is specified, the shares represented by the proxy will
be voted for the election of all nominees named in this proxy statement and in
accordance with the judgment of the persons named as proxies with respect to any
other matter that may come before the meeting.
A proxy may be revoked at any time prior to its exercise by written notice
delivered to the Secretary of the Corporation or by attending and voting at the
annual meeting.
Solicitation of proxies will be made initially by mail. Old Kent directors,
officers and employees may also solicit proxies in person or by telephone
without additional compensation. Proxies may be solicited by nominees and other
fiduciaries who may mail materials to or otherwise communicate with the
beneficial owners of shares held by them. Old Kent has engaged Corporate
Investor Communications, Inc. at an estimated cost of $5,500 to assist in
solicitation of proxies from brokers and other nominee shareholders. All
expenses of solicitation of proxies will be paid by Old Kent.
ELECTION OF DIRECTORS
The board of directors proposes that the following four nominees be elected
as directors for terms expiring at the annual meeting to be held in 1999:
John M. Bissell
William U. Parfet
Percy A. Pierre
Peter F. Secchia
A plurality of the shares voting is required to elect directors. For the
purpose of counting votes on this proposal, abstentions, broker non-votes and
other shares not voted will not be counted as shares voted, and the number of
shares of which a plurality is required will be reduced by the number of shares
not voted.
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The proposed nominees are willing to be elected and to serve. In the event
that any nominee is unable to serve or is otherwise unavailable for election,
which is not contemplated, the incumbent Old Kent board of directors may or may
not select a substitute nominee. If a substitute nominee is selected, all
proxies will be voted for the person so selected. If a substitute nominee is not
selected, all proxies will be voted for the election of the remaining nominees.
Proxies will not be voted for a greater number of persons than the number of
nominees named.
YOUR BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ELECTION OF ALL NOMINEES AS DIRECTORS
VOTING SECURITIES
Holders of record of Old Kent Common Stock, $1 par value ("Common Stock"),
at the close of business on February 19, 1996, will be entitled to vote at the
annual meeting of shareholders on April 15, 1996, and any adjournment of that
meeting. As of February 19, 1996, there were 45,490,005 shares of Common Stock
issued and outstanding. Each share of Common Stock is entitled to one vote on
each matter presented for shareholder action.
The following table sets forth information concerning the number of shares
of Common Stock held as of December 31, 1995, by the only shareholder who is
known to Old Kent management to have been the beneficial owner of more than 5%
of the outstanding shares of Common Stock as of that date:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
---------------------------------------------
SHARED VOTING
OR TOTAL
SOLE VOTING DISPOSITIVE BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER AND DISPOSITIVE POWER(2) OWNERSHIP OF CLASS
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Old Kent Bank
One Vandenberg Center
Grand Rapids, Michigan 49503(3) 898,474 2,597,222 3,495,696 7.7%
</TABLE>
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The following table shows certain information concerning the number of
shares of Common Stock held as of December 31, 1995, by each of Old Kent's
directors and nominees for directors, each of the named executive officers and
all of Old Kent's directors and executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
-----------------------------------------------------------------
SHARED
SOLE VOTING VOTING OR TOTAL TOTAL
AND DISPOSITIVE DISPOSITIVE STOCK DEFERRED BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER POWER POWER(2) OPTIONS(4) STOCK(5) OWNERSHIP OF CLASS
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
J. M. Bissell 7,594 - - 1,057 8,651 *
J. D. Boyles 33,801 - - - 33,801 *
J. C. Canepa 284,680 630 35,048 42,927 363,285 *
R. M. DeVos, Jr. 7,556 - - - 7,556 *
J. P. Hackett 315 - - - 315 *
E. Hanka 987 - - 1,017 2,004 *
E. D. Holton 3,517 5,222 - 11,532 20,271 *
M. J. Jandernoa 5,244 - - - 5,244 *
J. P. Keller 5,821 - - - 5,821 *
W. U. Parfet 2,817 - - - 2,817 *
P. A. Pierre 2,152 - - - 2,152 *
R. L. Sadler 10,746 112,757 25,844 21,808 171,155 *
P. F. Secchia 63,396 245 - 2,583 66,224 *
B. P. Sherwood, III 58,111 173 20,607 23,791 102,682 *
D. J. Wagner 668 35,599 90,439 25,702 152,408 *
R. H. Warrington 18,489(6) - 10,762 - 29,251 *
T. D. Wisnom 65,229 2,371 13,975 16,571 98,146 *
All directors and executive
officers as a group 571,123 156,997 196,675 146,988 1,071,783 2.3%
</TABLE>
- -------------------------
* Less than 1%
(1) The numbers of shares stated are based on information furnished by each
person listed and include shares personally owned of record by that person
and shares that are considered to be otherwise beneficially owned by that
person. A beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares voting power or dispositive power
with respect to the security. Voting power includes the power to vote or
direct the voting of the security. Dispositive power includes the power to
dispose or direct the disposition of the security. A person will also be
considered the beneficial owner of a security if the person has a right to
acquire beneficial ownership of the security within 60 days. These numbers
do not include shares held in various fiduciary capacities through the trust
departments of Old Kent Bank (Michigan) ("Old Kent Bank") or Old Kent Bank
(Illinois), each an Old Kent subsidiary. Old Kent and the directors and
officers of Old Kent, Old Kent Bank and Old Kent Bank (Illinois) disclaim
beneficial ownership of shares held by the banks in fiduciary capacities.
(2) These numbers include shares over which the listed person is legally
entitled to share voting or dispositive power by reason of joint ownership,
trust, or other contract or property right, and shares held by spouses and
children over whom the listed person may have substantial influence by
reason of relationship. Shares held in fiduciary capacities by bank
subsidiaries of the Corporation are not included unless otherwise indicated.
The directors and officers of the Corporation may, by reason of their
positions, be in a position to influence the voting or disposition of shares
held in trust by bank subsidiaries to some degree, but disclaim beneficial
ownership of these shares.
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(3) These numbers consist of shares held in various fiduciary capacities through
the trust department of Old Kent Bank. Old Kent Bank also holds in various
fiduciary capacities through its trust department a total of 1,429,288
shares over which it does not have or share voting or dispositive power. Old
Kent Bank (Illinois), another subsidiary of Old Kent, also held a total of
117,981 shares in various fiduciary capacities through its trust department.
Old Kent and the directors and officers of Old Kent, Old Kent Bank and Old
Kent Bank (Illinois) disclaim beneficial ownership of these shares.
(4) These numbers include shares that may be acquired through the exercise of
stock options. All stock options may be exercised within 60 days.
(5) The numbers shown in this column for officers represent shares credited to
the officer's account under the Deferred Stock Compensation Plan. Under that
plan, each officer is unconditionally entitled to receive stock at the end
of a deferral period, but has no present voting or dispositive power over
those shares. The numbers of shares shown in this column for directors who
are not officers represent shares credited to the director's account under
the Old Kent Directors' Deferred Compensation Plan. Under that plan, the
director is unconditionally entitled to receive stock (or, at Old Kent's
option, cash of equivalent value) upon termination of board service, but has
no present voting or dispositive power of those shares.
(6) Includes 16,725 shares of restricted stock. Mr. Warrington has sole voting
power, but no present dispositive power, over these shares, and these shares
are subject to forfeiture upon termination of employment under certain
circumstances.
BOARD OF DIRECTORS
The Old Kent board of directors presently consists of 15 persons, 4 of whom
are standing for re-election. Mr. Canepa is not standing for re-election. The
board of directors has determined that the number of directors of the
Corporation shall be 14.
The board of directors is divided into three classes that are as nearly
equal in number as possible. Each class of directors has a term of office of 3
years, with the term of office of one class expiring at the annual meeting of
shareholders in each successive year.
Biographical information concerning nominees for election to the board of
directors at the annual meeting and existing directors whose terms of office
will continue is presented below. Except as otherwise indicated, all directors
and nominees have had the same principal employment for over 5 years.
NOMINEES FOR TERMS EXPIRING IN 1999
JOHN M. BISSELL (age 65) has been a director of Old Kent since 1972 and was
previously a director of Old Kent Bank from 1971. He is Chairman and Chief
Executive Officer of BISSELL Inc., a manufacturer of homecare, healthcare and
graphics products. Mr. Bissell is also a director of Coastal Corporation.
WILLIAM U. PARFET (age 49) has been a director since 1987. He is
Co-Chairman of MPI Research, a research laboratory conducting risk assessment
toxicology studies. He was previously President and Chief Executive Officer of
Richard-Allan Medical Industries, Inc., a manufacturer of surgical instruments
and medical supplies, from 1993 until 1995, Vice Chairman of The Upjohn Company,
a manufacturer of pharmaceutical, chemical and agricultural products, during
1993 and President of The Upjohn Company from 1991 until 1993. Prior to 1991, he
served The Upjohn Company in other
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executive capacities. Mr. Parfet is also a director of Pharmacia & Upjohn, Inc.,
CMS Energy Corporation, Stryker Corp. and Universal Foods.
PERCY A. PIERRE (age 57) has been a director since 1992. He is Professor of
Electrical Engineering at Michigan State University. He was previously Vice
President for Research and Graduate Studies at MSU until 1995. Dr. Pierre is
also a director of CMS Energy Corporation.
PETER F. SECCHIA (age 58) has been a director since 1993. He is Chairman of
the Board and a director of Universal Forest Products, Inc., a manufacturer and
distributor of building supplies. From 1989 until 1993, he was United States
Ambassador to Italy. Mr. Secchia previously served as a director of Old Kent
Bank in 1988 and 1989.
TERMS EXPIRING IN 1997
JAMES P. HACKETT (age 40) has been a director since 1995. Mr. Hackett is
President and Chief Executive Officer of Steelcase Inc., a manufacturer of
office systems. He was Executive Vice President and Chief Operating Officer of
Steelcase North America from August 1994 until December 1994, Executive Vice
President of Steelcase Ventures from April 1994 until August 1994, and President
of Turnstone (a Steelcase subsidiary) from August 1993 until August 1994.
Previously, he served Steelcase in various other executive capacities.
ERINA HANKA (age 53) has been a director since 1995. Ms. Hanka is President
of Suspa Inc., a manufacturer of gas cylinders for various applications within
the automotive, office furniture and electronics industries. Ms. Hanka served as
a director of Old Kent Bank from 1988 until her election to the Old Kent board.
EARL D. HOLTON (age 62) has been a director since 1985. He is President of
Meijer, Inc., a food and general merchandise retailer. Mr. Holton is also a
director of CMS Energy Corporation.
MICHAEL J. JANDERNOA (age 45) has been a director since 1993. He is
Chairman of the Board and Chief Executive Officer, and a director, of Perrigo
Company, a manufacturer and marketer of store brand health and personal care
products. Prior to 1991, he was President and Chief Executive Officer of Perrigo
Company. Mr. Jandernoa served as a director of Old Kent Bank from 1987 until his
appointment to the Old Kent board.
B. P. SHERWOOD, III (age 60) is Vice Chairman of the Board and Treasurer of
Old Kent. He is also Chairman of the Board of Old Kent Bank (Illinois) (since
July 1, 1994). He has been an Old Kent director since 1985 and has served Old
Kent in various executive capacities since 1983.
TERMS EXPIRING IN 1998
JOHN D. BOYLES (age 61) has been a director since 1985. He is an attorney
with the firm of Verspoor, Waalkes, Lalley & Slotsema, P.C.
RICHARD M. DEVOS, JR. (age 40) has been a director since 1994. He is
President of Amway Corporation, a direct selling company which manufactures and
markets home care, personal care, and health and fitness products. He is also
co-owner and Chairman of the Board of The Windquest Group, a multi-company
management group, and, with his family, an owner of The Orlando Magic, a
National Basketball Association franchise. Mr. DeVos served as a director of Old
Kent Bank from 1987 until his appointment to the Old Kent board.
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<PAGE> 8
JOHN P. KELLER (age 56) has been a director since 1988. He is President of
Keller Group, Inc., a diversified manufacturer. Mr. Keller is also a director of
A.M. Castle Co.
ROBERT L. SADLER (age 60) is Vice Chairman of the Board of Old Kent and
President and Chief Executive Officer of Old Kent Bank. Mr. Sadler was appointed
President of Old Kent Bank on July 1, 1994, and Chief Executive Officer of Old
Kent Bank on March 1, 1995. He has been a director of Old Kent since 1976 and
has served Old Kent in various executive capacities since 1972.
DAVID J. WAGNER (age 41) is Chairman of the Board, President and Chief
Executive Officer of Old Kent and Chairman of the Board of Old Kent Bank. Mr.
Wagner was appointed by the Board of Directors to assume the position of
President effective March 1, 1994, the position of Chief Executive Officer
effective March 1, 1995, and the position of Chairman of the Board effective
November 1, 1995. He has been a director of Old Kent since 1992. He was
Executive Vice President of Old Kent from 1991 until 1994, was President of Old
Kent Bank from 1986 until 1994, was Chief Executive Officer of Old Kent Bank
from 1989 until 1995, and has been a director of Old Kent Bank since 1986.
Previously, he served Old Kent in various other executive capacities. Mr. Wagner
is also a director of Autocam Corporation.
The Old Kent board of directors has four standing committees:
EXECUTIVE COMMITTEE. The Executive Committee may exercise all powers
and authority of the board of directors in the management of the business
and affairs of Old Kent, except to the extent that delegation is prohibited
by law. Messrs. Bissell, Canepa, Holton, Keller, Sadler and Sherwood
presently serve on this committee. The Executive Committee did not meet
during 1995.
AUDIT COMMITTEE. The duty of the Audit Committee is to cause suitable
examinations of the financial records and operations of Old Kent and its
subsidiaries to be made by the internal auditor of Old Kent through a
program of continuous internal audits, to recommend to the board of
directors the employment of independent certified public accountants to
audit the financial statements of Old Kent and its subsidiaries and make
such additional examinations as the committee deems advisable, to review
reports of examination of Old Kent and its subsidiaries received from
regulatory authorities, and to report to the board of directors at least
once each calendar year the results of examinations made and such
conclusions and recommendations as the committee deems appropriate. Mr.
Boyles, Mr. DeVos, Mr. Hackett, Ms. Hanka, Mr. Jandernoa, Dr. Pierre, and
Mr. Secchia serve on this committee. The Audit Committee met four times
during 1995.
PERSONNEL COMMITTEE. The Personnel Committee administers Old Kent's
various officer and employee compensation, benefit and retirement plans.
This committee also reviews key personnel policies and programs, including
individual salaries of executive officers, and submits recommendations to
the board of directors. Directors who are also employees of Old Kent or its
subsidiaries and who may participate in the plans which this committee
administers may not serve on this committee. Messrs. Bissell, Holton,
Keller and Parfet are presently members of this committee. The Personnel
Committee met five times during 1995.
COMMITTEE ON DIRECTORS. The Committee on Directors proposes and
considers suggestions as to candidates for the board of directors, reviews
and recommends to the board modifications to the directors' retirement
policy and proposes to the board a slate of directors for submission to the
shareholders at each annual meeting. Messrs. Boyles, Holton, and Jandernoa
presently serve on this committee. The Committee on Directors met one time
during 1995. The Committee on Directors will consider candidates suggested
by shareholders for nomination by the board of directors. A
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shareholder wishing to make a suggestion should submit that suggestion in
writing to Mr. David J. Wagner, Chairman of the Board, President and Chief
Executive Officer.
A shareholder of record of shares of a class entitled to vote at any annual
meeting of shareholders or at any special meeting of shareholders called for
election of directors (an "Election Meeting") may make a nomination at the
Election Meeting if, and only if, that shareholder has first delivered, not less
than 120 days prior to the date of the Election Meeting in the case of an annual
meeting, and not more than 7 days following the date of notice of the Election
Meeting in the case of a special meeting, a notice to the Secretary of the
Corporation setting forth with respect to each proposed nominee: the name, age,
business address and residence address of the nominee; the principal occupation
or employment of the nominee; the number of shares of capital stock of the
Corporation that are beneficially owned by the nominee; a statement that the
nominee is willing to be nominated and to serve; and such other information
concerning the nominee as would be required under the rules of the Securities
and Exchange Commission to be included in a proxy statement soliciting proxies
for the election of the nominee.
During 1994, the Old Kent board of directors held 7 meetings. All incumbent
directors attended at least 75% of the aggregate number of meetings of the board
of directors and meetings of committees on which they served during the year,
except for Mr. DeVos who attended 73% and Mr. Parfet who attended 67%.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel Committee of Old Kent's board of directors reviews the
Corporation's key personnel policies and programs, including individual salaries
of executive officers, and submits recommendations to the board of directors.
Directors who are also employees of Old Kent or its subsidiaries do not serve on
this committee.
The Corporation has engaged a nationally recognized compensation consulting
firm to assist the Personnel Committee and the board of directors to formulate
compensation policies and determine appropriate compensation levels. This firm
reports directly to the Personnel Committee.
Superior financial performance is Old Kent's primary business objective.
Long-term relative total return to shareholders is considered by Old Kent to be
the primary measure of financial performance. Old Kent focuses on maintaining
and improving its return on equity as a means to achieve the highest possible
relative total return to shareholders.
For compensation purposes, Old Kent compares itself to a peer group of
companies which is selected annually at the beginning of the year based on the
recommendations of its consulting firm and may change from year to year. The
peer group selected for 1995 included 16 regional bank holding companies with
assets in the $7 billion to $21 billion range, with emphasis placed on midwest
regional bank holding companies. Twelve of these 16 companies are included among
the companies comprising the KBW 50 Index presented in the Stock Performance
Table below. For the year ended December 31, 1995, Old Kent's return on equity
was 14.76% compared to a median return on equity of 14.76% for other members of
the peer group. Old Kent's return on equity was the 9th highest of the 16
companies in its peer group. When evaluating performance for 1995, the Personnel
Committee considered the fact that Old Kent's return on equity for 1995 was
adversely affected by non-recurring charges associated with the Corporation's
reengineering program.
The Personnel Committee has broad discretionary authority to determine and
recommend compensation and benefits. The Personnel Committee intends base cash
compensation and benefits to
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<PAGE> 10
be competitive. Base compensation is considered to be competitive if it is at or
near the 50th percentile. To attract and retain management talent, the Personnel
Committee generally seeks to provide base compensation and benefits at or near
the 50th percentile of the peer group, although the Personnel Committee may
approve higher or lower compensation or benefits if it considers deviation from
the norm to be appropriate.
The Corporation also provides short- and long-term incentive compensation
programs to encourage superior performance. It is the Corporation's policy that
above average compensation will be paid for above average performance.
Annual bonuses under Old Kent's short-term incentive compensation program
are intended to reward executives for achieving specific goals, to motivate
executives to work more effectively, and to focus executives' attention on
specific areas of major importance. Annual incentive bonuses may be paid, in
cash, based on performance against specific corporate, business unit and
individual criteria. Corporate performance is measured entirely by return on
equity. Business unit performance is measured against specific criteria which
vary widely from unit to unit. These criteria are recommended by senior
management and approved by the Personnel Committee at the beginning of each
year, and may include factors such as net income growth, loan quality
improvement, achieving increases in operating efficiency, and completion of
specified strategic actions. Individual performance criteria are tailored to an
individual's job description and relate to achieving specified goals in that
position. Individual performance criteria are determined at the beginning of
each year in a dialogue between the individual and a senior officer, and
generally involve highly specific individual goals and tasks that vary widely
from individual to individual.
The Chief Executive Officer's annual incentive bonus is based entirely on
corporate performance. The annual incentive bonuses of other senior executive
officers are based on allocations of corporate, business unit, and individual
performance components which vary from individual to individual based on
position and function. The annual incentive bonuses of other executive officers
named in this Proxy Statement are based on corporate performance (50-75%),
business unit performance (25% if applicable), and individual performance (25%).
Each executive officer is assigned a target bonus amount at the beginning
of each year. The amount of the target bonus is determined by the Personnel
Committee, in its discretion, based in part on consultation with the
Corporation's compensation consultants. Target bonuses in 1995 were equal to 55%
of base compensation for the Chief Executive Officer and 45% - 50% of base
compensation for all other continuing executive officers named in this Proxy
Statement. At the end of each year, a bonus may be awarded to each executive
officer in an amount which is equal to, greater than, or less than the target
bonus based on a discretionary assessment of performance against the criteria
previously specified for that officer. This evaluation considers corporate
performance and, if applicable to an officer's specified performance criteria,
business unit performance and individual performance. Under the Corporation's
present policies, no executive officer may be paid a bonus which is greater than
150% of his or her target bonus. Incentive bonuses would not be paid if the
Corporation's return on equity is below the 25th percentile of the Corporation's
peer group, unless the Personnel Committee determines that a bonus would be
warranted after consideration of all relevant circumstances.
In 1995, Old Kent adopted a one-time incentive performance plan in
connection with its reengineering program. That plan was intended to motivate
the participants in the reengineering program and reward team performance in
achieving the goals of reengineering. Eligibility for this plan is limited to
officers participating in the Corporation's annual short-term incentive plan.
All continuing executive officers named in this Proxy Statement are participants
in the plan. Each participant will be eligible to receive a supplemental cash
bonus based on his or her target award under the 1995 short-
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term annual incentive plan. Each participant would be awarded a bonus for 1996
equal to 50% of his or her 1995 target award if the Corporation's return on
equity is in the second quartile of its peer group for 1996. If return on equity
in 1996 is in the top quartile, each participant would receive 75% of his or her
1995 target award. If return on equity is not in the top half of the
Corporation's peer group for 1996, the 1996 target award would carry over to
1997. If the Corporation's return on equity is in the second quartile of its
peer group in 1997, each participant would receive a bonus equal to 50% (100% if
no bonus was paid for 1996) of his or her 1995 target award. If return on equity
in 1997 is in the top quartile, each participant would receive 75% (150% if no
bonus was paid for 1996) of his or her 1995 target award in 1998. If return on
equity is below the top half of the peer group for both 1996 and 1997, no
payments will be made under this plan.
Long-term incentives are provided to reward executives for achieving the
long-term goal of increasing shareholder value and to protect against too much
emphasis on short-term results. All of the Corporation's long-term incentive
programs involve stock options or stock awards. Stock ownership by senior
executives is considered to be very important. Through use of stock as a basis
for compensation, executives' long-term incentives are tied to shareholder
value. It is the Corporation's practice to grant deferred stock compensation
awards and stock option grants to senior officers annually at levels determined
with reference to fixed percentages of base salary. The Chief Executive Officer
generally has received an award of deferred stock having a value equal to 45% of
his base salary and a grant of stock options having an aggregate exercise price
equal to 60% of his base salary. Other executive officers named in this Proxy
Statement generally have received awards of deferred stock or restricted stock
having values of up to 40% of their base salaries and grants of stock options
having aggregate exercise prices of up to 50% of their base salaries. All stock
options are granted at prices equal to the fair market value of the subject
stock at the date of grant. The Personnel Committee considers the level of such
awards annually and generally seeks to maintain awards at consistent levels
relative to cash compensation from year to year, although it retains discretion
to alter those levels in any particular year.
Mr. Wagner's base salary for 1995 was fixed at a level which was intended
to approximate 80% of the 50th percentile of base compensation paid to chief
executive officers by other bank holding companies in Old Kent's peer group.
Mr. Wagner's annual incentive bonus for 1995 was based entirely on
corporate performance. For this purpose, corporate performance was determined
with reference to a comparison of the Corporation's return on equity to that of
Old Kent's peer group taking into account the adverse effect of non-recurring
charges associated with the Corporation's reengineering program. The bonus paid
to Mr. Wagner for 1995 was 100% of his target bonus.
Mr. Wagner's long-term incentive compensation included an award under the
Deferred Stock Compensation Plan and a grant of stock options. His award under
the Deferred Stock Compensation Plan was set at a level equal in value to 45% of
his annual salary. The stock options granted to Mr. Wagner permit him to
purchase shares which had an aggregate market value equal to 60% of his annual
salary on the date of grant. These levels, which are consistent with the
Corporation's established practice, were recommended by the Personnel Committee
in its discretion after considering corporate performance, measured by return on
equity, in the preceding year and the levels of such awards made to Mr. Wagner's
predecessor in prior years.
Section 162(m) of the federal Internal Revenue Code provides that publicly
held corporations may not deduct compensation paid to certain executive officers
in excess of $1 million annually, with certain exemptions. It is not expected
that any portion of the Corporation's deduction for employee remuneration for
1995 will be disallowed under Section 162(m). The Personnel Committee intends to
review the Corporation's executive compensation policies during 1996, and to
propose appropriate
9
<PAGE> 12
modifications to the Corporation's executive compensation plans and programs
with a view toward implementing the Corporation's compensation policy in a
manner that reflects due consideration of Section 162(m) and recently adopted
Internal Revenue Service regulations. The Personnel Committee and the Board of
Directors view Section 162(m) as a consideration but not a constraint on
compensation policy and may approve compensation which is not tax deductible.
During 1995 all recommendations of the Personnel Committee were unanimously
approved by the board of directors without modification.
Respectfully submitted,
John M. Bissell, Chairman
Earl D. Holton
John P. Keller
William U. Parfet
10
<PAGE> 13
STOCK PERFORMANCE
The following graph compares the cumulative total shareholder return on Old
Kent Common Stock to the Standard & Poor's 500 Stock Index and the KBW 50 Index.
The Standard & Poor's 500 Stock Index is a broad equity market index published
by Standard & Poor's. The KBW 50 Index is a market capitalization weighted bank
stock index published by Keefe, Bruyette & Woods, Inc., an investment banking
firm which specializes in the banking industry. The KBW 50 Index is composed of
50 money center and regional bank holding companies, including 12 of the 16
regional bank holding companies in the peer group used by Old Kent for
compensation purposes (see the Personnel Committee Report above). The Standard &
Poor's 500 Stock Index and the KBW 50 Index both assume dividend reinvestment.
Cumulative total return is measured by dividing the sum of the cumulative amount
of dividends for the measurement period, assuming dividend reinvestment, and the
difference between the share price at the end and the beginning of the
measurement period by the share price at the beginning of the measurement
period.
STOCK PERFORMANCE
Five-Year Total Return
[CHART GRAPH]
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) OKEN KBW 50 S&P 500
<S> <C> <C> <C>
1990 100.0 100.0 100.0
1991 155.9 158.3 130.5
1992 236.0 201.7 140.4
1993 217.6 212.9 154.6
1994 225.8 202.0 156.6
1995 333.8 323.5 215.5
</TABLE>
The dollar values for total shareholder return plotted in the graph above
are shown in the table below:
<TABLE>
<CAPTION>
OKEN KBW 50 S&P 500
--------------------------------------
<S> <C> <C> <C>
1990 100.0 100.0 100.0
1991 155.9 158.3 130.5
1992 236.0 201.7 140.4
1993 217.6 212.9 154.6
1994 225.8 202.0 156.6
1995 333.8 323.5 215.5
</TABLE>
11
<PAGE> 14
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Old Kent's compensation and benefit programs for its senior executive
officers include the following components:
SALARY. Old Kent's objective is to provide base pay at levels that are
competitive with its peer group of bank holding companies.
BONUS. All executive officers are participants in an annual incentive plan.
Under that plan, the Personnel Committee and senior management establish a
target award and a set of performance factors, which may include various
elements of corporate, business unit and individual performance for each
executive officer. A bonus may be paid in cash at the end of the year based
on an assessment of performance against the designated factors.
LONG-TERM INCENTIVES. To provide senior executive officers with long-term
incentives, it is the practice of the Corporation to grant stock options
and award shares as deferred stock compensation or restricted stock. Annual
awards are determined by the Personnel Committee based on a percentage of
each officer's base compensation and a discretionary evaluation of
performance. All stock options are granted at prices equal to the fair
market value of the subject stock at the date of grant. The purposes of
these long-term incentives are to reward executives for achieving longer-
term strategic goals, to retain executives, to protect against too much
emphasis on short-term results, to provide a means for capital accumulation
and to promote stock ownership.
RETIREMENT BENEFITS. Old Kent provides all eligible employees retirement
benefits under the qualified Old Kent Retirement Income Plan. In addition,
employees are offered an opportunity to save for retirement, with savings
supplemented by the Corporation, under the qualified Old Kent Thrift Plan.
Supplemental, nonqualified programs are provided for executive officers.
The objective of these programs is to provide retirement benefits and
savings opportunities for executives in proportion to compensation without
the constraints imposed by law on qualified plans.
PERQUISITES. Old Kent's practice is to maintain a conservative level of
perquisites and personal benefits. The dollar value of perquisites and
personal benefits provided to executive officers does not exceed the lesser
of either $50,000 or 10% of each executive officer's respective annual
salary and bonus.
12
<PAGE> 15
Old Kent's various compensation and benefit programs, and the levels of
compensation and benefits provided under those programs, are described in more
detail below.
The following table shows certain information concerning the compensation
of each of Old Kent's five most highly compensated executive officers and its
former Chief Executive Officer for services rendered during each of the three
years in the period ended December 31, 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
---------------------
SHARES
ANNUAL COMPENSATION RESTRICTED UNDERLYING
NAME AND -------------------------- STOCK OPTIONS ALL OTHER
PRINCIPAL POSITION(1) YEAR SALARY(2) BONUS(2) AWARDS(3) (4) COMPENSATION(5)
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
John C. Canepa 1995 $410,000 $205,000 - - $12,864
Chairman of the 1994 610,000 381,250 $273,541 10,765 19,726
Board and Chief 1993 570,000 356,250 253,474 10,690 18,084
Executive Officer
(Retired in 1995)
David J. Wagner 1995 $480,000 $264,000 $235,813 9,145 $16,113
Chairman of the 1994 325,000 186,469 145,663 50,000 10,945
Board, President and 1993 275,000 160,875 108,790 4,295 9,175
Chief Executive and
Officer
B.P. Sherwood, III 1995 $335,000 $184,250 $144,266 5,320 $11,329
Vice Chairman of the 1994 315,000 177,188 125,507 4,635 10,613
Board and Treasurer 1993 295,000 165,938 116,696 4,610 9,826
Robert L. Sadler 1995 $335,000 $188,437 $144,266 5,320 $11,386
Vice Chairman of the 1994 274,000 151,045 109,247 4,030 9,359
Board of Old Kent and 1993 257,000 144,563 101,674 4,015 8,647
President and Chief
Executive Officer of
Old Kent Bank
Thomas D. Wisnom 1995 $230,000 $116,438 $100,547 3,655 $ 7,804
Executive Vice
President, 1994 214,000 120,380 85,365 3,150 7,269
Community Bank 1993 198,000 109,148 78,272 3,095 6,633
Administrator
Robert H. Warrington 1995 $212,500 $124,750 $ 67,203 3,255 $ 7,823
Executive Vice
President 1994 180,000 90,000 203,250 2,650 6,250
of Old Kent and 1993 140,000 30,100 197,656 2,190 4,770
President of Old Kent
Mortgage Services, Inc.
</TABLE>
- -------------------------
(1) Capacities indicated are with Old Kent unless otherwise stated. Capacities
indicated are those in which a majority of compensation was paid if
capacities changed during the year.
13
<PAGE> 16
(2) Includes compensation deferred under the Old Kent Thrift Plan, the Old Kent
Executive Thrift Plan and the Old Kent Deferred Compensation Plan.
(3) Awards under the Deferred Stock Compensation Plan vest at the date of grant.
Participants in the Deferred Stock Compensation Plan also accrue earnings
equal to dividends which would have been paid on shares deferred. Restricted
stock awards vest after a number of years, not less than three, specified in
the award, subject to acceleration in certain circumstances. Officers who
receive restricted stock awards are issued shares subject to forfeiture, and
receive dividends on those shares. The numbers of shares held or credited to
the account of each named individual under these plans and the aggregate
value of those shares as of December 31, 1995, are:
<TABLE>
<CAPTION>
AGGREGATE
DEFERRED STOCK RESTRICTED STOCK VALUE
<S> <C> <C> <C>
--------------------------------------------------------------------------------------
Mr. Canepa 42,927 $1,765,372
M. Wagner 25,702 1,056,995
Mr. Sherwood 23,791 978,405
Mr. Sadler 21,808 896,854
Mr. Wisnom 16,571 681,482
Mr. Warrington 16,725 687,816
</TABLE>
(4) The number of shares shown is adjusted to reflect a 5% stock dividend
distributed August 15, 1995.
(5) All other compensation includes: (a) Corporation matching contributions
under the Old Kent Thrift Plan; (b) Corporation matching contributions under
the Old Kent Executive Thrift Plan; and (c) amounts paid by the Corporation
for term life insurance. The amounts included for each such factor are:
<TABLE>
<CAPTION>
EXECUTIVE LIFE
THRIFT PLAN THRIFT PLAN INSURANCE
<S> <C> <C> <C>
-------------------------------------------------------------------------------------
Mr. Canepa $ 2,112 $ 9,493 $ 1,259
Mr. Wagner 2,155 12,608 1,350
Mr. Sherwood 1,733 8,317 1,279
Mr. Sadler 2,772 7,278 1,336
Mr. Wisnom 1,732 5,167 905
Mr. Warrington 1,786 5,236 801
</TABLE>
It is the Corporation's practice to award stock options annually to key
policy-making members of management. Stock options have been an important
component of the Corporation's executive compensation program for many years.
Stock options are believed to help align the interests of senior management with
the interests of shareholders by promoting stock ownership by senior executive
officers and by rewarding them for appreciation in the price of the
Corporation's Common Stock. Stock options that were granted, exercised or
outstanding during 1995 were granted under various stock option plans. All of
the Corporation's stock option plans have been approved by the Corporation's
shareholders.
Stock options entitle an executive to buy shares of Old Kent Common Stock
during a specified time period at a specified price. Subject to restrictions
imposed by the plans, the Personnel Committee in its discretion determines who
will be granted options, how many shares will be the subject of options, and the
form of consideration that may be paid upon the exercise of an option. Although
plan documents authorize stock appreciation rights, no stock appreciation rights
were outstanding at the date of this Proxy Statement.
14
<PAGE> 17
The following tables set forth information concerning stock options granted
to and exercised by the specified individuals during the last fiscal year:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SHARES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE TERM
OPTIONS EMPLOYEE IN PRICE EXPIRATION -------------------------
NAME GRANTED(1) FISCAL YEAR ($/SHARE)(1) DATE 0% 5% 10%
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John C. Canepa - - - - - - -
David J. Wagner 9,602 5.98% $32.73 6-19-05 0 $197,643 $500,870
B. P. Sherwood, III 5,586 3.48 32.73 6-19-05 0 114,980 291,383
Robert L. Sadler 5,586 3.48 32.73 6-19-05 0 114,980 291,383
Thomas D. Wisnom 3,837 2.39 32.73 6-19-05 0 78,979 200,149
Robert H.
Warrington 3,417 2.13 32.73 6-19-05 0 70,334 178,241
</TABLE>
- -------------------------
(1) The per share exercise price of each option is equal to the market value of
Common Stock on the date each option is granted. All outstanding options
were granted for a term of 10 years. Options terminate, subject to certain
limited exercise provisions, in the event of death, retirement or other
termination of employment. All options are currently exercisable. All
options permit the option price to be paid by delivery of cash or other
shares of Common Stock owned by the option holder, including shares acquired
through the exercise of options. The number of shares underlying options and
the exercise price have been adjusted to reflect a 5% stock dividend
distributed August 15, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
YEAR END YEAR END
NUMBER OF ------------- ------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(1) REALIZED UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
John C. Canepa - - 35,048 $ 417,909
David J. Wagner 10,630 $239,640 90,439 1,136,441
Robert L. Sadler - - 25,844 371,278
B. P. Sherwood, III - - 20,607 225,754
Thomas D. Wisnom 14,730 213,487 13,975 152,856
Robert H. Warrington 8,323 173,207 10,762 113,783
</TABLE>
- -------------------------
(1) The number of shares shown is the gross number of shares covered by options
exercised. Officers may deliver other shares owned in payment of the option
price, resulting in a smaller net increase in their share holdings.
15
<PAGE> 18
All officers and employees of Old Kent who satisfy eligibility requirements
are participants in the Old Kent Retirement Income Plan, a qualified defined
benefit plan. The Internal Revenue Code limits the maximum annual pension from a
qualified plan. The executive officers named above and certain other management
employees also participate in the Old Kent Executive Retirement Income Plan, a
nonqualified retirement plan. Participants in the Executive Retirement Income
Plan will receive supplemental retirement benefits equal to the difference
between the benefits to which they are entitled under the Old Kent Retirement
Income Plan and the benefits to which they would have been entitled under that
plan as in effect on December 31, 1988, if those benefits were based on
compensation including compensation deferred by the executive and if the annual
limits on compensation and benefits and other applicable limits specified in the
Internal Revenue Code did not apply.
The following table illustrates the combined benefit levels of the Old Kent
Retirement Income Plan and the Old Kent Executive Retirement Income Plan for Old
Kent's executive officers if they retire at age 65 at the annual levels of
average remuneration and years of service indicated:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF BENEFIT SERVICE
AVERAGE ----------------------------------------------
REMUNERATION, AGE 65 10 15 20 25 OR MORE
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------
$ 100,000 $ 24,000 $ 36,000 $ 48,000 $ 60,000
300,000 72,000 108,000 144,000 180,000
500,000 120,000 180,000 240,000 300,000
700,000 168,000 252,000 336,000 420,000
900,000 216,000 324,000 432,000 540,000
1,100,000 264,000 396,000 528,000 660,000
1,300,000 312,000 468,000 624,000 780,000
</TABLE>
The benefits shown in the table above will be reduced by 50% of primary
social security payments. The annual compensation shown in the Summary
Compensation Table above is representative of the most recent calendar year
compensation used in calculating average remuneration for the Old Kent
Retirement Income Plan and the Old Kent Executive Retirement Income Plan. As of
December 31, 1995, Mr. Canepa, Mr. Sherwood, Mr. Sadler and Mr. Wisnom had 25
credited years of service (the maximum) under those plans, Mr. Wagner had 17,
and Mr. Warrington had 8.
EXECUTIVE SEVERANCE AGREEMENTS
Old Kent has entered into executive severance agreements with the
continuing executive officers named above. The agreements provide severance
benefits if the officer's employment is terminated within 36 months after a
change in control or within 12 months before a change in control if the
Corporation terminates his employment in contemplation of a change in control
and to avoid the agreement. For the purposes of these agreements, a "change in
control" is any occurrence reportable as such in a proxy statement under
applicable rules of the Securities and Exchange Commission, and would include,
without limitation, the acquisition of beneficial ownership of 25% of the
Corporation's voting securities by any person or an extraordinary change in the
composition of the board of directors. Severance benefits will not be payable if
the Corporation terminates the employment for cause, if employment terminates
due to the executive officer's death or disability, or if the executive officer
resigns without good reason. An executive officer may resign with "good reason"
after a change in
16
<PAGE> 19
control and retain benefits if the Corporation reduces the officer's salary or
bonus, assigns duties inconsistent with the officer's prior position, or shifts
the officer's job location more than 50 miles. Executive severance agreements
are for self-renewing terms of 3 years unless the Corporation takes action to
stop further extensions. The agreement is automatically extended for a 3-year
term from the date of a change in control. These executive severance agreements
provide a severance benefit of a lump-sum payment equal to 3 years' salary and
bonus (one year in the case of Mr. Warrington), and continuation of health, life
and disability insurance coverage for 3 years (one year in the case of Mr.
Warrington). Severance benefits are capped to avoid tax penalties.
COMPENSATION OF DIRECTORS
Each director of Old Kent who is not compensated as an officer is paid an
annual retainer of $17,000 and a fee of $1,000 for each meeting of the board of
directors attended. Directors who serve on committees appointed by the board of
directors are paid $1,000 for each committee meeting attended, and each
committee chairman who is not compensated as an officer is paid an additional
retainer of $2,500 per year. Directors are reimbursed for travel expenses for
meetings attended. Each director of Old Kent may participate in the Old Kent
Directors' Deferred Compensation Plan, a nonqualified deferred compensation
program. This plan permits deferral of all or any portion of current directors'
fees. Amounts deferred are credited with earnings as if the amounts had been
invested as directed by plan participants from time to time among four funds
substantially identical to the four funds available in the Old Kent Thrift Plan.
One of those four funds is an Old Kent common stock fund. The amount accumulated
by a director in the Old Kent Directors' Deferred Compensation Plan is paid upon
the expiration of the director's term in a lump-sum or annual installments over
a period of up to 10 years.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors and officers of Old Kent and their associates were customers of
and had transactions with subsidiaries of Old Kent in the ordinary course of
business between January 1, 1995, and March 1, 1996. All loans and commitments
included in such transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires Old Kent's
directors and officers to file reports of ownership and changes in ownership of
shares of Common Stock with the Securities and Exchange Commission. Directors
and officers are required by Securities and Exchange Commission regulations to
furnish the Corporation with copies of all Section 16(a) reports they file.
Based on its review of the copies of such reports received by it, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, Old Kent believes that, from January 1 through December 31, 1995,
its directors and officers complied with all applicable filing requirements
except Mr. DeVos and Mr. Secchia, for each of whom a single Form 4 reporting a
single transaction was filed late due to errors by Old Kent personnel.
17
<PAGE> 20
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The board of directors has selected Arthur Andersen LLP as Old Kent's
principal accountant for 1996. Representatives of Arthur Andersen LLP will be
present at the annual meeting, will have an opportunity to make a statement, and
will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the annual meeting
scheduled to be held on April 21, 1997, must be received by the Corporation by
October 31, 1996, to be considered for inclusion in its proxy statement and form
of proxy relating to that meeting. Proposals of shareholders should be made in
accordance with Securities and Exchange Commission Rule 14a-8.
18
<PAGE> 21
PROXY STATEMENT
APPENDIX
FORM OF PROXY
[FRONT]
OLD KENT FINANCIAL CORPORATION
P R O X Y ONE VANDENBERG CENTER, GRAND RAPIDS, MICHIGAN 49503
ANNUAL MEETING OF SHAREHOLDERS - APRIL 15, 1996
The undersigned shareholder appoints David J. Wagner, Robert
L. Sadler, B. P. Sherwood, III, Martin J. Allen, Jr., or any of them, each with
the power to appoint his substitute, attorneys and proxies to represent the
shareholder and to vote and act with respect to all shares that the shareholder
would be entitled to vote on all matters which come before the annual meeting
of shareholders of Old Kent Financial Corporation referred to above or any
adjournment of that meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
IF THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED
FOR ELECTION OF ALL NOMINEES NAMED ON THIS PROXY AS DIRECTORS. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON ANY
OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
[Space for sticker] Please sign exactly as your name appears on
this proxy. If signing for estates, trusts or
corporations, title or capacity should be
stated. IF SHARES ARE HELD JOINTLY, EACH
HOLDER SHOULD SIGN.
Signature x____________________________________
Signature x____________________________________
Date ____________________________________, 1996
[Space reserved for coding]
<PAGE> 22
[BACK]
1. Election of Directors.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY to
below (except as indi- vote for all nominees
cated below) listed below
John M. Bissell
William U. Parfet
Percy A. Pierre
Peter F. Secchia
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES
(Instruction: To withhold authority for any individual nominee, write that
nominee's name in the space provided below.)
IMPORTANT! - PLEASE DATE AND SIGN THE OTHER SIDE
________________________________________________________________________________
/ / Please check here if you plan to attend the annual meeting in person.
Number of persons attending: _____
[MAP INDICATING LOCATION OF ANNUAL MEETING]
