Registration No. 33-____________
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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 issuer as specified in its charter)
__________________
MICHIGAN 38-1986608
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Vandenberg Center, Grand Rapids, Michigan 49503
(Address of principal executive offices, zip code)
OLD KENT THRIFT PLAN
(Full title of the plan)
B. P. SHERWOOD, III Copies to: GORDON R. LEWIS
EXECUTIVE VICE PRESIDENT AND TREASURER WARNER NORCROSS & JUDD LLP
OLD KENT FINANCIAL CORPORATION 900 OLD KENT BUILDING
ONE VANDENBERG CENTER 111 LYON STREET, N.W.
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>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F3> OFFERING PRICE<F3> REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock, 1,000,000 shares<F1> $37.75<F2> $37,750,000,000<F2> $13,017.24
$1 par value
<FN>
<F1> 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 a stock dividend or certain
other capital adjustments. Amounts to be registered are in addition
to the interests registered by Form S-8 Registration Statement No.
33-17309 and Form S-8 Registration Statement No. 33-39740.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On May 7, 1996, the mean between the high and low prices of the
Company's Common Stock on the NASDAQ National Market System was
$37.75.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
Page 1
___________________________________________________________________________
INCORPORATION OF DOCUMENTS BY REFERENCE
TO PRIOR REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of
registering 1,000,000 additional shares of Common Stock by Old Kent
Financial Corporation (the "Registrant") for use in connection with the Old
Kent Thrift Plan. In accordance with General Instruction E to Form S-8,
the Registrant incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8, file No. 33-39740, filed on April 2,
1991.
EXHIBITS SCHEDULE
Exhibit
5 Opinion of Counsel
23(a) Consent of Independent Public Accountants
23(b) Consent of Independent Public Accountants
23(c) Consent of Counsel (Contained in the Opinion filed as Exhibit 5
to this Registration Statement)
24 Powers of Attorney
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, State of Michigan,
on the 10th day of May, 1996.
OLD KENT FINANCIAL CORPORATION
By /S/ DAVID J. WAGNER
David J. Wagner
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
JOHN M. BISSELL* Director May 10, 1996
John M. Bissell
JOHN D. BOYLES* Director May 10, 1996
John D. Boyles
DICK DEVOS* Director May 10, 1996
Dick DeVos
JAMES P. HACKETT* Director May 10, 1996
James P. Hackett
ERINA HANKA* Director May 10, 1996
Erina Hanka
EARL D. HOLTON* Director May 10, 1996
Earl D. Holton
MICHAEL J. JANDERNOA* Director May 10, 1996
Michael J. Jandernoa
SIGNATURE TITLE DATE
JOHN P. KELLER* Director May 10, 1996
John P. Keller
WILLIAM U. PARFET Director May 10, 1996
William U. Parfet
PERCY A. PIERRE, PH.D.* Director May 10, 1996
Percy A. Pierre, Ph.D.
ROBERT L. SADLER* Director May 10, 1996
Robert L. Sadler
PETER F. SECCHIA* Director May 10, 1996
Peter F. Secchia
B. P. SHERWOOD, III.* Executive Vice President, May 10, 1996
B. P. Sherwood, III. Treasurer and Director
(Principal Financial
Officer)
DAVID J. WAGNER* President, Chief Executive May 10, 1996
David J. Wagner Officer and Director
(Principal Executive
Officer)
ALBERT T. POTAS* Senior Vice President and May 10, 1996
Albert T. Potas Controller (Principal
Accounting Officer)
*By /S/ DAVID J. WAGNER
David J. Wagner
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan.
Old Kent Thrift Plan
By /S/ JANET S. NISBETT
OLD KENT BANK
Plan Trustee
EXHIBIT LIST
PAGE
NUMBER
5 Opinion of Counsel --
23(a) Consent of Independent Public Accountants --
23(b) Consent of Independent Public Accountants --
23(c) Consent of Counsel (Contained in the Opinion filed as
Exhibit 5 to this Registration Statement)
24 Powers of Attorney --
EXHIBIT 5 AND 23(c)
May 9, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: OLD KENT FINANCIAL CORPORATION
OLD KENT THRIFT 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 Restated Articles of Incorporation, Bylaws, and
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:
1. The Company has been duly organized and is validly existing
under the laws of the State of Michigan.
2. The 1,000,000 shares of Common Stock to which the
Registration Statement relates have been duly authorized and reserved for
issuance under the Old Kent Thrift Plan and such shares, when sold pursuant
to the Old Kent Thrift 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 Common Stock
to be issued pursuant to the Old Kent Thrift 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 15,
1996, included in Old Kent Financial Corporation's Form 10-K for the year
ended December 31, 1995, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
May 9, 1996
EXHIBIT 23(b)
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 April 14,
1995, included in Old Kent Financial Corporation's Form 11-K covering the
Old Kent Thrift Plan for the year ended December 31, 1994, and to all
references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
May 9, 1996
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ JOHN M. BISSELL
John M. Bissell
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ JOHN D. BOYLES
John D. Boyles
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ DICK DEVOS
Dick DeVos
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 18, 1996 /S/ EARL D. HOLTON
Earl D. Holton
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ MICHAEL J. JANDERNOA
Michael J. Jandernoa
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ JOHN P. KELLER
John P. Keller
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 24, 1996 /S/ WILLIAM U. PARFET
William U. Parfet
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ PERCY A. PIERRE, PH.D.
Percy A. Pierre, Ph.D.
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ ROBERT L. SADLER
Robert L. Sadler
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ PETER F. SECCHIA
Peter F. Secchia
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ B.P. SHERWOOD, III.
B.P. Sherwood, III.
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ DAVID J. WAGNER
David J. Wagner
President, Chief Executive Officer and
Director (Principal Executive Officer)
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ JAMES P. HACKETT
James P. Hackett
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
MARTIN J. ALLEN, JR., RICHARD W. WROTEN, DAVID J. WAGNER, and B.P.
SHERWOOD, III., and any of them severally, his or her true and lawful
attorney or attorneys with full power of substitution to execute in his or
her name, in his or her 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 with respect to the issuance of
up to 1,000,000 shares of its Common Stock (par value $1.00 per share) to
be offered in connection with the Old Kent Thrift Plan, any and all
amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to 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
might or could do in person, hereby ratifying and approving the acts of
such attorneys and each of them.
January 15, 1996 /S/ ERINA HANKA
Erina Hanka
Director
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, and B.P. SHERWOOD, III., and either of them severally, his
or her true and lawful attorney or attorneys with full power of
substitution to execute in his or her name, in his or her 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 with respect to the issuance of up to 1,000,000 shares of its
Common Stock (par value $1.00 per share) to be offered in connection with
the Old Kent Thrift Plan, any and all amendments to such Registration
Statement and post-effective amendments thereto, and to file the same with
all exhibits thereto and all other documents in connection therewith with
the Securities and Exchange Commission. Each of such attorneys shall have
full power and authority to do and to 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 might or could do in person, hereby ratifying
and approving the acts of such attorneys and each of them.
May 9, 1996 /S/ ALBERT T. POTAS
Albert T. Potas
Senior Vice President and Controller
