OLD KENT FINANCIAL CORP /MI/, S-4/A, 1997-07-07

OLD KENT FINANCIAL CORP /MI/
S-4/A, 1997-07-07
STATE COMMERCIAL BANKS

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<PAGE>
As filed with the Securities and Exchange Commission on July 3, 1997
Registration No. 333-26183
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

OLD KENT FINANCIAL CORPORATION OLD KENT CAPITAL TRUST I
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)

MICHIGAN DELAWARE
(State or Other Jurisdiction of (State or Other Jurisdiction of
Incorporation or Organization) of Incorporation or Organization)

6711 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)

38-1986608 38-6685914
(IRS Employer Identification No.) (IRS Employer Identification No.)

111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503
(616) 771-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Each Registrant's Principal Executive Offices)

COPIES OF COMMUNICATIONS TO:

ALBERT T. POTAS GORDON R. LEWIS
SENIOR VICE PRESIDENT OF OLD KENT WARNER NORCROSS & JUDD LLP
FINANCIAL CORPORATION 900 OLD KENT BUILDING
REGULAR TRUSTEE OF OLD KENT 111 LYON STREET, N.W.
CAPITAL TRUST I GRAND RAPIDS, MICHIGAN 49503
111 LYON STREET, N.W. (616) 752-2752
GRAND RAPIDS, MICHIGAN 49503
(616) 771-5000
(Name, Address, Including Zip Code,
and Telephone Number, Including Area
Code, of Agent For Service for
Each Registrant)

Approximate date of commencement of proposed sale of the
securities to the public:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
<PAGE>
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there
is compliance with General Instruction G, check the following box: [ ]
________________

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF EACH AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED PER UNIT<F1> PRICE<F1> FEE<F1>
<S> <C> <C> <C> <C>
Capital Securities of Old Kent $100,000,000 100% $100,000,000 $30,303.03
Capital Trust I

Floating Rate
Junior Subordinated -- -- -- N/A
Debentures of Old Kent
Financial Corporation <F2>

Old Kent Financial
Corporation Guarantee -- -- -- N/A
with respect to Capital
Securities<F3>

Total $100,000,000<F4> 100% $100,000,000<F5> $30,303.03

<FN>
<F1> Estimated solely for the purpose of computing the registration fee.

<F2> The Floating Rate Junior Subordinated Debentures were originally
purchased by Old Kent Capital Trust I (the "Trust") with the proceeds
of the sale of Capital Securities. No separate consideration will be
received for the Floating Rate Junior Subordinated Debentures
distributed upon liquidation of the Trust.

<F3> No separate consideration will be received for the Old Kent Financial
Corporation Guarantee.

<F4> This Registration Statement is deemed to cover the rights of holders
of the Junior Subordinated Debentures of Old Kent Financial
Corporation under the Indenture, the rights of holders of Capital
Securities of the Trust under the Declaration of Trust and the rights
of holders of Capital Securities under the Guarantee.

<PAGE>
<F5> Such amount represents the aggregate liquidation amount of the Capital
Securities to be exchanged hereunder and the principal amount of the
Junior Subordinated Debentures that may be distributed upon any
liquidation of the Trust.
</FN>
</TABLE>

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

===========================================================================

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

PROSPECTUS SUBJECT TO COMPLETION, DATED _________, 1997

OLD KENT CAPITAL TRUST I

OFFER TO EXCHANGE ITS FLOATING RATE SUBORDINATED
CAPITAL INCOME SECURITIES WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL
OF ITS OUTSTANDING FLOATING RATE SUBORDINATED
CAPITAL INCOME SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED TO THE EXTENT DESCRIBED HEREIN BY

OLD KENT FINANCIAL CORPORATION

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON _____________, 1997,
UNLESS EXTENDED.

Old Kent Capital Trust I, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby offers, upon the terms
and subject to the conditions set forth in this Prospectus (as the same may
be amended or supplemented from time to time, the "Prospectus") and in the
accompanying Letter of Transmittal (which together constitute the "Exchange
Offer") to exchange up to $100,000,000 aggregate liquidation amount of its
Floating Rate Subordinated Capital Income Securities (the "New Capital
Securities") which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to the Registration Statement
(as defined herein) of which this Prospectus constitutes a part, for an
equal liquidation amount of its outstanding Floating Rate Subordinated
Capital Income Securities (the "Old Capital Securities"), of which
$100,000,000 aggregate liquidation amount is outstanding. Pursuant to the
Exchange Offer, Old Kent Financial Corporation, a Michigan corporation (the
"Company"), is exchanging (i) the Old Guarantee for the New Guarantee and
(ii) Old Junior Subordinated Debentures for New Junior Subordinated
Debentures in an amount proportionate to the amount of Old Capital
Securities exchanged for New Capital Securities in the Exchange Offer. The

<PAGE>
New Guarantee and New Junior Subordinated Debentures also have been
registered under the Securities Act. The Old Capital Securities, the Old
Guarantee and the Old Junior Subordinated Debentures are collectively
referred to herein as the "Old Securities" and the New Capital Securities,
the New Guarantee and the New Junior Subordinated Debentures are
collectively referred to herein as the "New Securities."

The terms of the New Securities are identical in all material respects
to the respective terms of the Old Securities, except that (i) the New
Securities have been registered under the Securities Act and therefore will
not be subject to certain restrictions on transfer applicable to the Old
Securities, (ii) the New Capital Securities will not provide for Additional
Distributions (as defined herein) upon a Registration Default (as defined
herein), and (iii) the New Junior Subordinated Debentures will not provide
for Additional Interest (as defined herein) upon a Registration Default.
See "Description of New Capital Securities" and "Description of Old Capital
Securities." The New Capital Securities are being offered for exchange in
order to satisfy certain obligations of the Company and the Trust under the
Registration Rights Agreement dated as of January 31, 1997 (the "Registration
Rights Agreement") among the Company, the Trust and Lehman Brothers Inc.
("Lehman Brothers"), which was the initial purchaser of the Capital Securities.
(continued on following page)

This Prospectus and the Letter of Transmittal are first being mailed
to all holders of Old Capital Securities on _______________, 1997.

SEE "RISK FACTORS" COMMENCING ON PAGE 7 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY HOLDERS IN DECIDING WHETHER TO TENDER OLD CAPITAL
SECURITIES IN THE EXCHANGE OFFER.

THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is July __, 1997.

<PAGE>
(continued from previous page)

The New Capital Securities and the Old Capital Securities
(collectively, the "Capital Securities") represent beneficial interests in
the assets of the Trust. The Company is the owner of all of the beneficial
interests represented by common securities of the Trust (the "Common
Securities," and together with the Capital Securities, the "Trust
Securities"). Bankers Trust Company is the Property Trustee of the Trust
and Bankers Trust (Delaware) is the Delaware Trustee of the Trust. The
Trust exists for the sole purpose of issuing the Trust Securities and
investing the proceeds thereof in the Junior Subordinated Debentures. The
Junior Subordinated Debentures will mature on February 1, 2027 (the "Stated
Maturity Date"). The Capital Securities will have a preference over the
Common Securities under certain circumstances with respect to cash
distributions and amounts payable on liquidation, redemption or otherwise.
See "Description of New Capital Securities--Subordination of Common
Securities."

As used herein, (i) the "Indenture" means the Indenture, dated as of
January 31, 1997, as amended and supplemented from time to time, between
the Company and Bankers Trust Company, as Debenture Trustee (the "Debenture
Trustee"), and (ii) the "Declaration of Trust" means the Amended and Restated
Declaration of Trust dated as of January 31, 1997, relating to the Trust
among the Company, as Sponsor; Bankers Trust Company, as Property Trustee
(the "Property Trustee"); Bankers Trust (Delaware), as Delaware Trustee
(the "Delaware Trustee"); and the Regular Trustees named therein. In
addition, as the context may require, unless otherwise expressly stated,
(i) the term "Junior Subordinated Debentures" includes the Old Junior
Subordinated Debentures and the New Junior Subordinated Debentures and
(ii) the term "Guarantee" includes the Old Guarantee and the New
Guarantee.

The Trust is making the Exchange Offer in reliance on the position of
the staff of the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") as set forth in certain interpretive
letters addressed to third parties in other transactions. However, neither
the Company nor the Trust has sought its own interpretive letter and there
can be no assurance that the staff of the Division of Corporation Finance
of the Commission would make a similar determination with respect to the
Exchange Offer as it has in such interpretive letters to third parties.
Certain holders of Old Capital Securities may not be able to participate in
the Exchange Offer. See "The Exchange Offer--Resales of New Capital
Securities."

Prior to the Exchange Offer, there has been only a limited secondary
market and no public market for the Old Capital Securities. The New
Capital Securities will be a new issue of securities for which there
currently is no market. Although Lehman Brothers has informed the Company
and the Trust that it currently intends to make a market in the New Capital

<PAGE>
Securities, it is not obligated to do so, and any such market making may be
discontinued at any time without notice. Accordingly, there can be no
assurance as to the development or liquidity of any market for the New
Capital Securities. Neither the Company nor the Trust currently intends to
apply for listing of the New Capital Securities on any securities exchange
or for quotation through the National Association of Securities Dealers
Automated Quotation System.

Any Old Capital Securities not tendered and accepted in the Exchange
Offer will remain outstanding and will be entitled to all the same rights
and will be subject to the same limitations applicable thereto under the
Declaration of Trust (except for those rights which terminate upon
consummation of the Exchange Offer). Following consummation of the
Exchange Offer, the holders of Old Capital Securities will continue to be
subject to all of the existing restrictions upon transfer thereof and
neither the Company nor the Trust will have any further obligation to such
holders (other than under certain limited circumstances) to provide for
registration under the Securities Act of the Old Capital Securities held by
them. To the extent that Old Capital Securities are tendered and accepted
in the Exchange Offer, a holder's ability to sell untendered Old Capital
Securities could be adversely affected. See "Risk Factors--Consequences of
a Failure to Exchange Old Capital Securities."
(continued from previous page)

THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. HOLDERS OF OLD CAPITAL SECURITIES ARE URGED TO READ
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE
DECIDING WHETHER TO TENDER THEIR OLD CAPITAL SECURITIES PURSUANT TO THE
EXCHANGE OFFER.

Old Capital Securities may be tendered for exchange prior to 5:00
p.m., New York City time, on _________________, 1997 (the "Expiration Date"),
unless the Exchange Offer is extended by the Company or the Trust (in which
case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended). Tenders of Old Capital Securities
may be withdrawn at any time on or prior to the Expiration Date. The
Exchange Offer is not conditioned upon any minimum liquidation amount of
Old Capital Securities being tendered for exchange. However, the Exchange
Offer is subject to certain events and conditions which may be waived by
the Company or the Trust and to the terms and provisions of the
Registration Rights Agreement.

Holders of Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive accumulated Distributions (as defined
herein) on such Old Capital Securities for any period from and after the last
Distribution Date (as defined herein) with respect to such Old Capital
Securities prior to the original issue date of the New Capital Securities and
will be deemed to have waived the right to receive any Distributions on such
Old Capital Securities accumulated from and after such Distribution Date.

<PAGE>
However, because Distributions on the New Capital Securities will accumulate
from the last Distribution Date with respect to Old Capital Securities prior
to the original issue date of the New Capital Securities, the amount of the
Distributions received by holders whose Old Capital Securities are accepted
for exchange will not be affected by the exchange. See "The Exchange Offer--
Distributions on New Capital Securities."

Neither the Company nor the Trust will receive any cash proceeds
from the issuance of the New Capital Securities offered hereby. No
dealer-manager is being used in connection with the Exchange Offer.
See "Plan of Distribution."

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THIS
EXCHANGE OFFER AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
TRUST. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY OR THE TRUST SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO
DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") , and in
accordance therewith files reports and other information with the
Commission. Reports, proxy statements, information statements and other
information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied
at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and
at the following Regional Offices of the Commission: Chicago Regional
Office, Suite 1400, Citicorp Center, 14th Floor, 500 West Madison Street,
Chicago, Illinois 60661; and New York Regional Office, 7 World Trade
Center, 13th Floor, Suite 1300, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. The Commission also maintains a Web site
(http://www.sec.gov) that contains reports, proxy statements, information
statements and other information regarding the Company.

No separate financial statements of the Trust have been included
herein. The Company and the Trust do not consider that such financial
statements would be material to holders of the Capital Securities because

<PAGE>
the Trust is a newly formed special purpose entity, has no operating
history or independent operations and is not engaged in and does not
propose to engage in any activity other than holding the Junior
Subordinated Debentures and issuing the Trust Securities. In addition, the
Company does not expect that the Trust will file reports under the Exchange
Act with the Commission.

This Prospectus constitutes a part of a registration statement on Form
S-4 (the "Registration Statement") filed by the Company and the Trust with
the Commission under the Securities Act. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission, and reference is hereby made to the Registration Statement and
to the exhibits relating thereto for further information with respect to
the Company, the Trust and the New Securities. Any statements contained
herein concerning the provisions of any documents are not necessarily
complete, and, in each instance, reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its
entirety by such reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM OLD KENT FINANCIAL CORPORATION, ATTN. CORPORATE SECRETARY, 111
LYON STREET, N.W., GRAND RAPIDS, MI 49503, TELEPHONE (616) 771-5272. IN
ORDER TO ENSURE THE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE
MADE BY _____________, 1997.

The Company's Annual Report on Form 10-K for the year ended December
31, 1996, the Company's Report on Form 10-Q for the period ended March 31,
1997 and the Company's Current Reports on Form 8-K dated January 22,
1997 and January 27, 1997 previously filed by the Company with the
Commission, are incorporated into this Prospectus by reference.

Each document filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the Exchange Offer
shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing such document. Any statement contained
herein, or in a document all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.

<PAGE>
As used herein, the terms "Prospectus" and "herein" mean or refer to
this Prospectus, including the documents incorporated or deemed to be
incorporated herein by reference, as the same may be amended, supplemented
or otherwise modified from time to time. Statements contained in this
Prospectus as to the contents of any contract or other document referred to
herein do not purport to be complete, and where reference is made to the
particular provisions of such contract or other document, such provisions
are qualified in all respects by reference to all of the provisions of such
contract or other document. The Company will provide without charge to any
person to whom a copy of this Prospectus is delivered, upon written or oral
request, a copy of any and all of the documents that have been or may be
incorporated by reference herein (other than exhibits to such documents
which are not specifically incorporated by reference into such documents).
Requests for such documents should be directed to the Company at the
address and telephone number set forth above.

<PAGE>
TABLE OF CONTENTS

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . 13

ACCOUNTING TREATMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 13

REGULATORY TREATMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 13

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . 15

THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

THE EXCHANGE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

DESCRIPTION OF NEW CAPITAL SECURITIES. . . . . . . . . . . . . . . . . . 26

DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES. . . . . . . . . . . . 35

DESCRIPTION OF NEW GUARANTEE . . . . . . . . . . . . . . . . . . . . . . 43

DESCRIPTION OF OLD SECURITIES. . . . . . . . . . . . . . . . . . . . . . 45

RELATIONSHIP AMONG THE CAPITAL SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE. . . . . . . . 46

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . 47

BOOK-ENTRY ISSUANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 52

BENEFIT PLAN CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . 54

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 56

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . 57

<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE
IN THIS PROSPECTUS. THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO)
APPEARING ELSEWHERE, OR INCORPORATED BY REFERENCE, IN THIS PROSPECTUS.

THE TRUST

Old Kent Capital Trust I (the "Trust") is a statutory business trust
formed under Delaware law pursuant to the Declaration of Trust executed by
the Corporation, as Sponsor; Bankers Trust Company, as Property Trustee;
Bankers Trust (Delaware), as Delaware Trustee; and the three individual
Regular Trustees named therein and the filing of a certificate of trust
with the Secretary of State of Delaware. The Trust's business and
affairs are conducted by the Property Trustee, the Delaware Trustee, and
the three individual Regular Trustees who are employees or officers of or
affiliated with the Company. The Trust exists for the exclusive purposes of
(i) issuing and selling the Trust Securities, (ii) using the proceeds from
the sale of the Trust Securities to acquire the Junior Subordinated
Debentures issued by the Company and (iii) engaging in only those other
activities necessary or incidental thereto (such as registering the
transfer of the Trust Securities). Accordingly, the Junior Subordinated
Debentures will be the sole assets of the Trust, and payments under the
Junior Subordinated Debentures will be the sole revenues of the Trust. All
of the Common Securities of the Trust are owned by the Company.

THE COMPANY

Old Kent Financial Corporation (the "Company") is a bank holding
company. Its principal banking subsidiaries, Old Kent Bank (Grand Rapids,
Michigan) and Old Kent Bank (Elmhurst, Illinois) (collectively, the
"Banks"), serve more than 100 communities in Michigan and Illinois with
over 200 banking offices. The Banks engage in commercial and retail
banking and provide trust and other financial services. Approximately 83%
of the Company's deposits and 83% of the Company's loans are associated
with banking offices serving the lower peninsula of Michigan. The balance
of banking assets are associated with offices serving northeastern
Illinois. The Company's mortgage companies operate 79 offices located in 17
states. The Company maintains its principal executive offices at 111 Lyon
Street, N.W., Grand Rapids, Michigan 49503, telephone number (616)
771-5000.

THE EXCHANGE OFFER

The Exchange Offer Up to $100,000,000 aggregate liquidation
amount of New Capital Securities are being
offered in exchange for a like aggregate
liquidation amount of Old Capital Securities.

1
<PAGE>
The Company and the Trust are making the
Exchange Offer in order to satisfy their
obligations under the Registration Rights
Agreement relating to the Old Capital
Securities. For a description of the
procedures for tendering Old Capital
Securities, see "The Exchange
Offer--Procedures for Tendering Old Capital
Securities."

Expiration Date 5:00 p.m., New York City time, on
___________, 1997, unless the Exchange Offer
is extended by the Company or the Trust (in
which case the Expiration Date will be the
latest date and time to which the Exchange
Offer is extended). See "The Exchange
Offer--Terms of the Exchange Offer."

Conditions to the Exchange The Exchange Offer is subject to certain
Offer conditions, which may be waived by the
Company and the Trust in their discretion.
The Exchange Offer is not conditioned upon
any minimum liquidation amount of Old Capital
Securities being tendered. See "The Exchange
Offer--Conditions to the Exchange Offer."

The Company and the Trust reserve the right,
subject to applicable law, at any time and
from time to time, (i) to delay the
acceptance of the Old Capital Securities for
exchange, (ii) to terminate the Exchange
Offer if certain specified conditions have
not been satisfied, (iii) to extend the
Expiration Date of the Exchange Offer and
retain all Old Capital Securities tendered
pursuant to the Exchange Offer, subject,
however, to the right of holders of Old
Capital Securities to withdraw their tendered
Old Capital Securities, or (iv) to waive any
condition or otherwise amend the terms of the
Exchange Offer in any respect. See "The
Exchange Offer--Terms of the Exchange Offer."

Withdrawal Rights Tenders of Old Capital Securities may be
withdrawn at any time on or prior to the
Expiration Date by delivering a written
notice of withdrawal to the Exchange Agent in
conformity with certain procedures set forth

2
<PAGE>
below under "The Exchange Offer--Withdrawal
Rights."

Procedures for Tendering Old Tendering holders of Old Capital Securities
Capital Securities must complete and sign a Letter of Trans-
mittal in accordance with the instructions
contained therein and forward the same by
mail, facsimile or hand delivery, together
with any other required documents, to the
Exchange Agent, either with the Old Capital
Securities to be tendered or in compliance
with the specified procedures for guaranteed
delivery of Old Capital Securities. Certain
brokers, dealers, commercial banks, trust
companies and other nominees may also effect
tenders by book-entry transfer, including an
Agent's Message in lieu of the Letter of
Transmittal. Holders of Old Capital
Securities registered in the name of a
broker, dealer, commercial bank, trust
company or other nominee are urged to contact
such person promptly if they wish to tender
Old Capital Securities pursuant to the
Exchange Offer. See "The Exchange
Offer--Procedures for Tendering Old Capital
Securities."

Letters of Transmittal and certificates
representing Old Capital Securities should
not be sent to the Company or the Trust. Such
documents should only be sent to the Exchange
Agent. Questions regarding how to tender and
requests for information should be directed
to the Exchange Agent. See "The Exchange
Offer--The Exchange Agent."

Resales of New Capital The Company and the Trust are making the
Securities Exchange Offer in reliance on the position
taken by the staff of the Division of
Corporation Finance of the Commission in
certain interpretive letters addressed to
third parties in other transactions. However,
neither the Company nor the Trust has sought
its own interpretive letter and there can be
no assurance that the staff of the Division
of Corporation Finance of the Commission
would make a similar determination with
respect to the Exchange Offer. Based on these

3
<PAGE>
interpretations, and subject to the two
immediately following sentences, the Company
and the Trust believe that New Capital
Securities issued pursuant to the Exchange
Offer in exchange for Old Capital Securities
may be offered for resale, resold and
otherwise transferred by a holder thereof
(other than a holder who is a broker-dealer)
without further compliance with the
registration and prospectus delivery
requirements of the Securities Act, provided
that such New Capital Securities are acquired
in the ordinary course of such holder's
business and that such holder is not
participating, and has no arrangement or
understanding with any person to participate,
in a distribution (within the meaning of the
Securities Act) of such New Capital
Securities. However, any holder of Old
Capital Securities who is an "affiliate" of
the Company or the Trust within the meaning
of Rule 405 under the Securities Act or who
intends to participate in the Exchange Offer
for the purpose of distributing New Capital
Securities, or any broker-dealer who
purchased Old Capital Securities from the
Trust to resell pursuant to Rule 144A under
the Securities Act or any other available
exemption under the Securities Act,
(i) will not be able to rely on the
interpretations of the staff of the Division
of Corporation Finance of the Commission set
forth in the above-mentioned interpretive
letters, (ii) will not be permitted or
entitled to tender such Old Capital
Securities in the Exchange Offer and (iii)
must comply with the registration and
prospectus delivery requirements of the
Securities Act in connection with any sale or
other transfer of such Old Capital Securities
unless such sale is made pursuant to an
exemption from such requirements. In
addition, as described below, if any
broker-dealer holds Old Capital Securities
acquired for its own account as a result of
market-making or other trading activities (a
"Participating Broker-Dealer") and exchanges
such Old Capital Securities for New Capital

4
<PAGE>
Securities, then such Participating
Broker-Dealer must deliver a prospectus
meeting the requirements of the Securities
Act in connection with any resales of such
New Capital Securities. See "Plan of
Distribution" and "The Exchange
Offer--Resales of New Capital Securities."

Exchange Agent The exchange agent with respect to the
Exchange Offer is Bankers Trust Company (the
"Exchange Agent"). The addresses, and
telephone and facsimile numbers, of the
Exchange Agent are set forth in "The Exchange
Offer--Exchange Agent" and in the Letter of
Transmittal.

Use of Proceeds Neither the Company nor the Trust will
receive any cash proceeds from the issuance
of the New Capital Securities offered hereby.

Certain United States Holders of Old Capital Securities should
Federal Income Tax review the information set forth under
Considerations; ERISA "Certain United States Federal Income Tax
Considerations Considerations" and "Benefit Plan
Considerations" prior to tendering Old Capital
Securities in the Exchange Offer.

5
<PAGE>
THE NEW CAPITAL SECURITIES

New Capital Securities Up to $100,000,000 aggregate Liquidation
Offered Amount of the Trust's New Capital
Securities which have been registered under
the Securities Act (liquidation amount $1,000
per New Capital Security). The New Capital
Securities will be issued and the Old Capital
Securities were issued under the Declaration
of Trust. The New Capital Securities and any
Old Capital Securities which remain
outstanding after consummation of the
Exchange Offer will vote together as a single
class for purposes of determining whether
holders of the requisite percentage in
outstanding liquidation amount thereof have
taken certain actions or exercised certain
rights under the Declaration of Trust. See
"Description of New Capital
Securities--Voting Rights; Amendment of the
Declaration of Trust." The terms of the New
Capital Securities are identical in all
material respects to the terms of the Old
Capital Securities, except that the New
Capital Securities have been registered under
the Securities Act and will not be subject to
certain restrictions on transfer applicable
to the Old Capital Securities and will not
provide for Additional Distributions upon a
Registration Default. See "The Exchange
Offer--Purpose of the Exchange Offer,"
"Description of New Capital Securities" and
"Description of Old Securities."

Distributions Holders of New Capital Securities will be
entitled to receive cumulative cash
Distributions at a variable annual rate equal
to LIBOR plus 0.80% of the liquidation amount
of $1,000 per New Capital Security, accruing
from the last Distribution Date on the Old
Capital Securities prior to the consummation
of the Exchange Offer and payable quarterly
in arrears on the 1st day of February, May,
August and November of each year commencing
on the first Distribution Date (as defined
herein) occurring after consummation of the
Exchange Offer. The Distribution rate and the
Distribution and other payment dates for the

6
<PAGE>
Capital Securities will correspond to the
interest rate and interest and other payment
dates on the Junior Subordinated Debentures.
See "Description of New Capital Securities"
and "The Exchange Offer--Distributions on New
Capital Securities."

Extension Periods Distributions on the New Capital Securities
will be deferred for the duration of any
Extension Period elected by the Company with
respect to the payment of interest on the New
Junior Subordinated Debentures for up to 20
consecutive quarters. See "Description of
New Capital Securities"; "Description of New
Junior Subordinated Debentures--Option to
Extend Interest Payment Period" and "Certain
United States Federal Income Tax
Considerations--Interest Income and Original
Issue Discount."

Absence of Market for the The New Capital Securities will be a new
New Capital Securities issue of securities for which there
currently is no market. Although Lehman
Brothers has informed the Company and the
Trust that it currently intends to make a
market in the New Capital Securities, it is
not obligated to do so, and any such market
making may be discontinued at any time
without notice. Accordingly, there can be no
assurance as to the development or liquidity
of any market for the New Capital Securities.
The Trust and the Company do not intend to
apply for listing of the New Capital
Securities on any securities exchange or for
quotation through the National Association of
Securities Dealers Automated Quotation
System. See "Risk Factors--Absence of Public
Market."

Junior Subordinated The sole assets of the Trust are the
Debentures Junior Subordinated Debentures, which will
mature on February 1, 2027. The Junior
Subordinated Debentures will rank subordinate
and junior in right of payment to all
Indebtedness (as defined herein) of the
Company. In addition, the Company's
obligations under the Junior Subordinated

7
<PAGE>
Debentures will be effectively subordinated
to all existing and future liabilities and
obligations of its subsidiaries. See "Risk
Factors--Ranking of Subordinate Obligations
under the Guarantee and the Junior
Subordinated Debentures", "Risk Factors--
Status of Company as a Holding Company" and
"Description of New Junior Subordinated
Debentures--Subordination".

Guarantee Payment of distributions out of moneys held
by the Trust and payments on liquidation of
the Trust or the redemption of Capital
Securities are guaranteed by the Company to
the extent the Trust has funds available
therefor. If the Company does not make
principal or interest payments on the Junior
Subordinated Debentures, the Trust will not
have sufficient funds to make Distributions
on the Capital Securities, in which event the
Guarantee shall not apply to such
Distributions until the Trust has sufficient
funds available therefor. The Company's
obligations under the Guarantee, taken
together with its obligations under the
Junior Subordinated Debentures and the
Indenture, including its obligation to pay
all costs, expenses and liabilities of the
Trust (other than with respect to the Capital
Securities), constitute a full and
unconditional guarantee of all of the Trust's
obligations under the Capital Securities. See
"Description of New Guarantee" and
"Relationship Among the New Capital
Securities, the Junior Subordinated
Debentures and the Guarantee." The
obligations of the Company under the
Guarantee are subordinate and junior in right
of payment to all general liabilities of the
Company (with certain exceptions). See "Risk
Factors--Ranking of Subordinated Obligations
under the Guarantee and the Junior
Subordinated Debentures" and "Description of
New Guarantee".

Right to Defer Interest The Company has the right, so long as no
Indenture Event of Default (as defined
herein) has occurred or is continuing, to

8
<PAGE>
defer payment of interest on the Junior
Subordinated Debentures by extending the
interest payment period on the Junior
Subordinated Debentures, from time to time,
for up to 20 consecutive quarters (each, an
"Extension Period"). There could be multiple
Extension Periods of varying lengths
throughout the term of the Junior
Subordinated Debentures. If interest payments
on the Junior Subordinated Debentures are so
deferred, Distributions on the Capital
Securities will also be deferred for an
equivalent period and the Company may not,
and may not permit any subsidiary of the
Company to, (i) declare or pay any dividends
or distributions on, or redeem, purchase,
acquire or make a liquidation payment with
respect to, the Company's capital stock or
(ii) make any payment of principal, interest
or premium, if any, on or repay, repurchase
or redeem any debt securities that rank PARI
PASSU with or junior to the Junior
Subordinated Debentures or make any guarantee
payments with respect to any guarantee by the
Company of the debt securities of any
subsidiary of the Company if such guarantee
ranks PARI PASSU with or junior to the Junior
Subordinated Debentures (other than (A)
repurchases, redemptions or other
acquisitions of shares of capital stock of
the Company in connection with any employment
contract, benefit plan or other similar
arrangement with or for the benefit of any
one or more employees, officers, directors or
consultants, or in connection with a dividend
reinvestment or shareholder stock purchase
plan, (B) as a result of an exchange or
conversion of any class or series of the
Company's capital stock (or any capital stock
of a subsidiary of the Company) for any other
class or series of the Company's capital
stock or of any class or series of the
Company's indebtedness for any class or
series of the Company's capital stock, (C)
the purchase of fractional interests in
shares of the Company's capital stock
pursuant to the conversion or exchange
provisions of such capital stock or the

9
<PAGE>
security being converted or exchanged, (D)
any declaration of a dividend in connection
with any shareholder's rights plan, or the
issuance of rights, stock or other property
under any shareholder's rights plan, or the
redemption or repurchase of rights pursuant
thereto or (E) any dividend in the form of
stock, warrants, options or other rights
where the dividend stock or the stock
issuable upon exercise of such warrants,
options or other rights is the same stock as
that on which the dividend is being paid (or
ranks PARI PASSU with or junior to such
stock)). During an Extension Period, interest
on the Junior Subordinated Debentures will
continue to accrue (and the amount of
Distributions to which holders of the Capital
Securities are entitled will accumulate) at a
variable annual rate equal to LIBOR plus
0.80%, compounded quarterly. During an
Extension Period, holders of Capital
Securities will be required to include the
interest (and DE MINIMIS original issue
discount ("OID"), if any, referred to below)
on their PRO RATA share of the Junior
Subordinated Debentures in their gross income
as OID.

Redemption The Junior Subordinated Debentures are
redeemable by the Company in whole or in part
on or after February 1, 2007, or at any time,
in whole but not in part, upon the occurrence
of a Special Event (as defined herein), in
either case subject to any necessary prior
approval of the Board of Governors of the
Federal Reserve System (the "Federal Reserve").
If the Junior Subordinated Debentures are
redeemed, the Trust must redeem Trust
Securities having an aggregate liquidation
amount equal to the aggregate principal amount
of the Junior Subordinated Debentures so
redeemed. The Trust Securities will be redeemed
upon maturity of the Junior Subordinated
Debentures. See "Description of New Capital
Securities--Redemption--Mandatory Redemption"
and "--Special Event Redemption or
Distribution of Junior Subordinated
Debentures".

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<PAGE>
Liquidation of the Trust Upon the occurrence and continuation of a
Special Event, the Company will have the
right, subject to any necessary prior
approval of the Federal Reserve to dissolve
the Trust and cause the Junior Subordinated
Debentures to be distributed to the holders
of the Capital Securities and the Common
Securities in liquidation of the Trust. See
"Description of New Capital Securities--
Redemption--Special Event Redemption or
Distribution of Junior Subordinated
Debentures".

In the event of the liquidation of the Trust,
after satisfaction of the claims of creditors
of the Trust, if any, as provided by
applicable law, the holders of the Capital
Securities will be entitled to receive a
liquidation amount of $1,000 per Capital
Security plus accumulated and unpaid
Distributions thereon to the date of payment,
which may be in the form of a distribution of
such amount in Junior Subordinated Debentures
as described above. If such Liquidation
Distribution (as defined herein) can be paid
only in part because the Trust has
insufficient assets available to pay in full
the aggregate Liquidation Distribution, then
the amounts payable directly by the Trust on
the Capital Securities shall be paid on a PRO
RATA basis. The holder(s) of the Common
Securities will be entitled to receive
distributions upon any such liquidation PRO
RATA with the holders of the Capital
Securities, except that if an Indenture Event
of Default has occurred and is continuing,
the Capital Securities shall have a priority
over the Common Securities. See "Description
of New Capital Securities--Liquidation
Distribution Upon Dissolution".

Ratings The Capital Securities have been rated "a3"
by Moody's Investors Service, Inc. and "BBB+"
by Standard & Poor's Ratings Services. A
security rating is not a recommendation to
buy, sell or hold securities and may be
subject to revision or withdrawal at any time
by the assigning rating organization.

[The remainder of this page intentionally left blank]
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<PAGE>
RISK FACTORS

PROSPECTIVE PURCHASERS SHOULD CAREFULLY REVIEW THE INFORMATION
CONTAINED ELSEWHERE IN THIS PROSPECTUS AND SHOULD PARTICULARLY CONSIDER THE
FOLLOWING MATTERS IN CONNECTION WITH THE EXCHANGE OFFER AND THE NEW CAPITAL
SECURITIES OFFERED HEREBY. CERTAIN STATEMENTS IN THIS PROSPECTUS AND
DOCUMENTS INCORPORATED HEREIN BY REFERENCE ARE FORWARD-LOOKING AND ARE
IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS OR PHRASES SUCH AS
"INTENDED," "WILL BE POSITIONED," "EXPECTS," IS OR ARE "EXPECTED,"
"ANTICIPATES," AND "ANTICIPATED." THESE FORWARD-LOOKING STATEMENTS ARE
BASED ON THE COMPANY'S CURRENT EXPECTATIONS. TO THE EXTENT ANY OF THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
CONSTITUTES A "FORWARD-LOOKING STATEMENT" AS DEFINED IN SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E(I)(1) OF THE EXCHANGE ACT, THE RISK FACTORS
SET FORTH BELOW ARE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH
FORWARD-LOOKING STATEMENT.

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR
SUBORDINATED DEBENTURES

The obligations of the Company under the Guarantee and under the
Junior Subordinated Debentures are unsecured and rank subordinate and
junior in right of payment to all Indebtedness of the Company. At
December 31, 1996, the Indebtedness of the Company aggregated approximately
$171 million. Neither the Indenture, the Guarantee nor the Declaration of
Trust places any limitation on the amount of secured or unsecured
Indebtedness that may be incurred by the Company. See "Description of New
Guarantee--Status of the Guarantee" and "Description of New Junior
Subordinated Debentures--Subordination."

RIGHTS UNDER THE NEW GUARANTEE

Bankers Trust Company will act as Guarantee Trustee and will hold the
Guarantee on behalf of the Trust for the benefit of the holders of the
Capital Securities. Bankers Trust Company will also act as Property
Trustee and as Debenture Trustee under the Indenture. Bankers Trust
(Delaware) will act as Delaware Trustee under the Declaration of Trust.
The Old Guarantee guarantees, and the New Guarantee will guarantee, as the
case may be, to the holders of the Capital Securities the following
payments with respect to the Capital Securities, to the extent not paid by
or on behalf of the Trust (the "Guarantee Payments"): (i) any accumulated
and unpaid Distributions required to be paid on the Capital Securities, but
only to the extent that the Trust has sufficient funds available therefor
at the time, (ii) the redemption price with respect to any Capital
Securities called for redemption, but only to the extent that the Trust has
sufficient funds available therefor at such time and (iii) upon a voluntary
or involuntary dissolution, winding up or termination of the Trust (unless
the Junior Subordinated Debentures are distributed to holders of the

12
<PAGE>
Capital Securities), the lesser of (A) the aggregate liquidation amount of
the Capital Securities and all accrued and unpaid Distributions thereon to
the date of payment and (B) the amount of assets of the Trust remaining
available for distribution to holders of Capital Securities in liquidation
of the Trust. The Company's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Company to the
holders of the applicable Capital Securities or by causing the Trust to pay
such amounts to such holders.

The Guarantee will be an irrevocable guarantee on a subordinated basis
of the Trust's obligations under the Capital Securities, but will apply
only to the extent that the Trust has sufficient funds available to make
such payments.

If the Company does not make interest payments on the Junior
Subordinated Debentures held by the Trust, the Trust will not be able to
pay Distributions on the Capital Securities and will not have funds legally
available therefor. The Guarantee will rank subordinate and junior in right
of payment to all general liabilities of the Company, except those made
PARI PASSU or subordinate by their express terms. See "Description of New
Guarantee--Status of the Guarantee." The Guarantee does not limit the
incurrence or issuance of other secured or unsecured debt of the Company,
whether under the Indenture or any existing or other indenture that the
Company may enter into in the future or otherwise.

STATUS OF THE COMPANY AS HOLDING COMPANY

The Company is a legal entity separate and distinct from the Banks and
its other subsidiaries, although the Company's principal source of cash
revenues is dividends from the Banks. The right of the Company to
participate in the assets of any subsidiary upon the subsidiary's
liquidation, reorganization or otherwise (and thus the ability of the
holders of Capital Securities to benefit indirectly from any such
distribution) will be subject to the claims of that subsidiary's creditors,
which will take priority except to the extent to which the Company may
itself be a creditor with a recognized claim. As of December 31, 1996, the
Company's subsidiaries had indebtedness and other liabilities of
approximately $1.4 billion. Various federal and state laws and regulations
also limit the extent to which the Banks can pay dividends, extend credit
or otherwise supply funds to the Company and its other subsidiaries.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES

If a Trust Enforcement Event (as defined herein) occurs and is
continuing, then the holders of Capital Securities would rely on the
enforcement by the Property Trustee of its rights as a holder of the Junior
Subordinated Debentures against the Company. The holders of a majority in
liquidation amount of the Capital Securities will have the right to direct

13
<PAGE>
the time, method and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under the Declaration of Trust,
including the right to direct the Property Trustee to exercise the remedies
available to it as a holder of the Junior Subordinated Debentures. If the
Property Trustee fails to enforce its rights with respect to the Junior
Subordinated Debentures held by the Trust, any record holder of Capital
Securities may institute legal proceedings directly against the Company to
enforce the Property Trustee's rights under such Junior Subordinated
Debentures without first instituting any legal proceedings against the
Property Trustee or any other person or entity.

If the Company were to default on its obligation to pay amounts
payable under the Junior Subordinated Debentures, the Trust would lack
funds for the payment of Distributions or amounts payable on redemption of
the Capital Securities or otherwise, and, in such event, holders of the
Capital Securities would not be able to rely upon the Guarantee for payment
of such amounts. However, in the event the Company failed to pay interest
on or principal of the Junior Subordinated Debentures on the payment date
on which such payment is due and payable, then a holder of Capital
Securities may directly institute a proceeding against the Company under
the Indenture for enforcement of payment to such holder of the interest on
or principal of such Junior Subordinated Debentures having a principal
amount equal to the aggregate liquidation amount of the Capital Securities
of such holder (a "Direct Action"). In connection with such Direct Action,
the Company will be subrogated to the rights of such holder of Capital
Securities under the Declaration of Trust to the extent of any payment made
by the Company to such holder of Capital Securities in such Direct Action.
Except as set forth herein, holders of Capital Securities will not be able
to exercise directly any other remedy available to the holders of Junior
Subordinated Debentures or assert directly any other rights in respect of
the Junior Subordinated Debentures. See "Description of New Capital
Securities--Trust Enforcement Events", "Description of New Guarantee" and
"Description of New Junior Subordinated Debentures--Indenture Events of
Default." The Declaration of Trust provides that each holder of Capital
Securities by acceptance thereof agrees to the provisions of the Guarantee
and the Indenture.

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES

The Company has the right under the Indenture, so long as no Indenture
Event of Default has occurred or is continuing, to defer the payment of
interest on the Junior Subordinated Debentures at any time or from time to
time for a period not exceeding 20 consecutive quarters, provided that no
Extension Period may extend beyond the Stated Maturity (as defined in the
Indenture) of the Junior Subordinated Debentures. As a consequence of any
such deferral, quarterly Distributions on the Capital Securities by the
Trust will be deferred during any such Extension Period but would continue

14
<PAGE>
to accumulate at a variable annual rate equal to LIBOR plus 0.80%,
compounded quarterly during any such Extension Period. No interest will be
due and payable during an Extension Period, except at the end thereof.
During any such Extension Period, the Company may not, and may not permit
any subsidiary of the Company to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of the Company's capital stock or (ii) make
any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank PARI
PASSU with or junior to the Junior Subordinated Debentures or make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any subsidiary of the Company if such guarantee ranks PARI
PASSU with or junior to the Junior Subordinated Debentures (other than (A)
repurchases, redemptions or other acquisitions of shares of capital stock
of the Company in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, or in connection with a
dividend reinvestment or shareholder stock purchase plan, (B) as a result
of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a subsidiary of the Company) for any
other class or series of the Company's capital stock or of any class or
series of the Company's indebtedness for any class or series of the
Company's capital stock, (C) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or
exchanged, (D) any declaration of a dividend in connection with any
shareholder's rights plan, or the issuance of rights, stock or other
property under any shareholder's rights plan, or the redemption or
repurchase of rights pursuant thereto or (E) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid (or ranks PARI
PASSU with or junior to such stock)). Prior to the termination of any such
Extension Period, the Company may further extend the Extension Period,
provided that no Extension Period may exceed 20 consecutive quarters or
extend beyond the Stated Maturity of the Junior Subordinated Debentures.
Upon the termination of any Extension Period and the payment of all amounts
then due on any Interest Payment Date, the Company may elect to begin a new
Extension Period subject to the above requirements. See "Description of New
Capital Securities--Distributions" and "Description of New Junior
Subordinated Debentures--Option to Extend Interest Payment Period."

Should the Company defer payment of interest on the Junior
Subordinated Debentures, a holder of Capital Securities will be required to
accrue income (in the form of OID within the meaning of Section 1273(a) of
the Internal Revenue Code of 1986, as amended (the "Code")) (which will

15
<PAGE>
include both stated interest and the DE MINIMIS OID, if any, on the Junior
Subordinated Debentures) for U.S. federal income tax purposes in respect of
the holder's PRO RATA share of the Junior Subordinated Debentures held by
the Trust. As a result, a holder of Capital Securities will include such
interest income in gross income for U.S. federal income tax purposes in
advance of the receipt of cash attributable to such interest income, and will
not receive the cash related to such income from the Trust if the holder
disposes of the Capital Securities prior to the record date for the payment
of Distributions with respect to such Extension Period. See "Certain United
States Federal Income Tax Consequences--Interest Income and Original Issue
Discount" and "--Sales of New Capital Securities."

The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures. However, should the Company elect to exercise such
right in the future, the market price of the Capital Securities is likely
to be adversely affected. A holder that disposes of its Capital Securities
during an Extension Period, therefore, might not receive the same return on
its investment as a holder that continues to hold its Capital Securities.
In addition, as a result of the Company's right to defer interest payments,
the market price of the Capital Securities (which represent preferred
undivided beneficial interests in the Junior Subordinated Debentures) may
be more volatile than the market prices of other similar securities where
the issuer does not have such right to defer interest payments.

SPECIAL EVENT REDEMPTION; PROPOSED TAX LAW CHANGES

Upon the occurrence and continuation of a Special Event, the Company
has the right, subject to any necessary prior approval of the Federal
Reserve, to redeem the Junior Subordinated Debentures in whole (but not in
part) within 120 days following the occurrence of such Special Event and
thereby cause a mandatory redemption of the Capital Securities and Common
Securities. A "Special Event" means a Tax Event, a Regulatory Capital Event
or an Investment Company Event (each as defined herein).

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<PAGE>
Reconciliation Act of 1997 and on June 19, 1997, the Senate Finance Committee
approved a somewhat different version of the act. Neither the House nor the
Senate version included President Clinton's proposal that would deny interest
deductions on the Junior Subordinated Debentures. There can be no
assurance, however, that final legislation or future legislative or
administrative proposals will not adversely affect the ability of the Company
to deduct interest on the Junior Subordinated Debentures or otherwise affect
the tax treatment described herein. Such a change, therefore, could give
rise to a Tax Event, which would permit the Company to cause a redemption
of the Capital Securities or to terminate the Trust and distribute the
Junior Subordinated Debentures to the holders of Trust Securities in
liquidation of the Trust as described more fully under "Description of New
Capital Securities--Redemption--Special Event Redemption or Distribution of
Junior Subordinated Debentures."

POSSIBLE ADVERSE EFFECT ON MARKET PRICES

There can be no assurance as to the market prices for Capital
Securities or Junior Subordinated Debentures distributed to the holders of
Capital Securities if a termination of the Trust were to occur.
Accordingly, the Capital Securities or the Junior Subordinated Debentures
may trade at a discount from the price that the investor paid to purchase
the Capital Securities. Because holders of Capital Securities may receive
Junior Subordinated Debentures in liquidation of the Trust and because
Distributions are otherwise limited to payments on the Junior Subordinated
Debentures, prospective purchasers of New Capital Securities are also
making an investment decision with respect to the Junior Subordinated
Debentures and should carefully review all the information regarding the
Junior Subordinated Debentures contained herein. See "Description of New
Junior Subordinated Debentures."

LIQUIDATION DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES

Upon the occurrence and continuation of a Special Event, the Company
will have the right, subject to any necessary prior approval of the Federal
Reserve, to dissolve the Trust and cause the Junior Subordinated Debentures
to be distributed to the holders of the Capital Securities and the Common
Securities in liquidation of the Trust. In addition, upon liquidation of
the Trust and certain other events, the Junior Subordinated Debentures may
be distributed to such holders. Under current U.S. federal income tax law
and interpretations thereof and assuming, as expected, the Trust is treated
as a grantor trust for U.S. federal income tax purposes, a distribution by
the Trust of the Junior Subordinated Debentures pursuant to a liquidation
of the Trust will not be a taxable event to the Trust or to holders of the
Capital Securities, and will result in a holder of the Capital Securities
receiving directly such holder's PRO RATA share of the Junior Subordinated
Debentures (previously held indirectly through the Trust). If, however, the
liquidation of the Trust were to occur because the Trust is subject to U.S.
federal income tax with respect to income accrued or received on the Junior
Subordinated Debentures as a result of the occurrence of a Tax Event or
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<PAGE>
otherwise, the distribution of Junior Subordinated Debentures to holders of
the Capital Securities by the Trust could be a taxable event to the Trust
and each holder, and holders of the Capital Securities may be required to
recognize gain or loss as if they had exchanged their Capital Securities
for the Junior Subordinated Debentures they received upon the liquidation
of the Trust. See "Certain United States Federal Income Tax Consequences--
Distribution of Junior Subordinated Debentures or Cash Upon Liquidation of
the Trust."

There can be no assurance as to the market prices for Capital
Securities or Junior Subordinated Debentures that may be distributed upon a
liquidation of the Trust. Accordingly, the Capital Securities or the Junior
Subordinated Debentures that a holder of Capital Securities may receive on
liquidation of the Trust may trade at a discount to the price that the
investor paid to purchase the Capital Securities. Because holders of
Capital Securities may receive Junior Subordinated Debentures on
termination of the Trust, prospective purchasers of Capital Securities are
also making an investment decision with regard to the Junior Subordinated
Debentures and should carefully review all the information regarding the
Junior Subordinated Debentures contained herein. See "Description of New
Capital Securities--Redemption" and "Description of New Junior Subordinated
Debentures--General."

LIMITED VOTING RIGHTS

Holders of Capital Securities generally will have voting rights
relating only to the modification of the Capital Securities and certain
other matters described herein. Holders of Capital Securities will not be
entitled to vote to appoint, remove or replace any of the Trustees, which
voting rights are vested exclusively in the Company as the holder of the
Common Securities. The Trustees and the Company may amend the Declaration
of Trust without the consent of holders of Capital Securities to ensure
that the Trust will be classified as a grantor trust for U.S. federal
income tax purposes even if that action adversely affects the interests of
such holders. See "Description of New Capital Securities--Voting Rights;
Amendment of the Declaration of Trust."

CONSEQUENCES OF A FAILURE TO EXCHANGE OLD CAPITAL SECURITIES

The Old Capital Securities have not been registered under the
Securities Act or any state securities laws and therefore may not be
offered, sold or otherwise transferred except in compliance with the
registration requirements of the Securities Act and any other applicable
securities laws, or pursuant to an exemption from registration, and in each
case in compliance with certain other conditions and restrictions. Old
Capital Securities which remain outstanding after consummation of the
Exchange Offer will continue to bear a legend reflecting such restrictions
on transfer. In addition, upon consummation of the Exchange Offer, holders

18
<PAGE>
of Old Capital Securities which remain outstanding will not have any rights
to have such Old Capital Securities registered under the Securities Act or
any similar rights under the Registration Rights Agreement (subject to
certain limited exceptions). The Company and the Trust do not intend to
register under the Securities Act any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer (subject to such
limited exceptions, if applicable).

The New Capital Securities and any Old Capital Securities which remain
outstanding after consummation of the Exchange Offer will vote together as
a single class for purposes of determining whether holders of the requisite
percentage in outstanding liquidation amount thereof have taken certain
actions or exercised certain rights under the Declaration of Trust. See
"Description of New Capital Securities--Voting Rights; Amendment of the
Declaration of Trust."

The Old Capital Securities provide, among other things, that, if a
registration statement relating to the Exchange Offer has not been filed by
June 30, 1997 and declared effective by July 30, 1997, or if the Exchange
Offer is not consummated within 30 days after the effective date of the
Registration Statement or the Registration Statement ceases to be effective
and this failure is not cured within two business days (each of the
foregoing being referred to as a "Registration Default"), additional
interest ("Additional Interest") will become payable in respect of the
Junior Subordinated Debentures (including in respect of amounts accruing
during any Extension Period), and corresponding additional Distributions
(the "Additional Distributions") will become payable on the Old Capital
Securities, with respect to the first 90-day period immediately following
the occurrence of such Registration Default, in an amount equal to $0.25
per week per $1,000 liquidation amount for each week (or portion thereof)
that such Registration Default remains uncured. For each subsequent 90-day
period in which the Registration Default remains uncured, this Additional
Distribution rate increases $0.05 per week per $1,000 liquidation amount
(subject to a maximum total of $0.50 per week per $1,000 liquidation
amount). Upon consummation of the Exchange Offer, holders of Old Capital
Securities will not be entitled to Additional Distributions upon a
Registration Default or any further registration rights under the Registration
Rights Agreement, except under limited circumstances. See "Description of
Old Securities."

ABSENCE OF PUBLIC MARKET

The Old Capital Securities were sold to, and the Company believes such
securities are currently owned by, a relatively small number of beneficial
owners. The Old Capital Securities have not been registered under the
Securities Act and are and will continue to be subject to restrictions on
transferability if they are not exchanged for the New Capital Securities in
the Exchange Offer. Although the New Capital Securities may be resold or

19
<PAGE>
otherwise transferred (with certain exceptions) without compliance with the
registration requirements under the Securities Act, they will constitute a
new issue of securities with no established trading market. The Company and
the Trust have been advised by Lehman Brothers that Lehman Brothers presently
intends to make a market in the New Capital Securities. However, Lehman
Brothers is not obligated to do so and any market-making activity with
respect to the New Capital Securities may be discontinued at any time without
notice. In addition, such market-making activity will be subject to the
limits imposed by the Securities Act and the Exchange Act and may be limited
during the Exchange Offer. Accordingly, no assurance can be given that an
active public or other market will develop for the New Capital Securities
or the Old Capital Securities or as to the liquidity of or the trading
market for the New Capital Securities or the Old Capital Securities. If an
active public market does not develop, the market price and liquidity of
the New Capital Securities may be adversely affected.

If a public trading market develops for the New Capital Securities,
future trading prices will depend on many factors, including, among other
things, prevailing interest rates, the Company's financial and operating
results and the market for similar securities. Depending on prevailing
interest rates, the market for similar securities and other factors,
including the financial condition of the Company, the New Capital
Securities may trade at a discount.

Notwithstanding the registration of the New Capital Securities in the
Exchange Offer, holders who are "affiliates" (as defined under Rule 405 under
the Securities Act) of the Company or the Trust may publicly offer for sale
or resell the New Capital Securities only in compliance with the provisions
of Rule 144 under the Securities Act or another available exemption from
the registration requirements of the Securities Act, or in a registered
offering (other than the Exchange Offer).

Each broker-dealer that receives New Capital Securities for its own
account in exchange for Old Capital Securities, where such Old Capital
Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will
deliver a prospectus in connection with any resale of such New Capital
Securities. See "Plan of Distribution."

EXCHANGE OFFER PROCEDURES

Issuance of the New Capital Securities in exchange for Old Capital
Securities pursuant to the Exchange Offer will be made only after a timely
receipt by the Trust of such Old Capital Securities, a properly completed
and duly executed Letter of Transmittal or Agent's Message in lieu thereof
and all other required documents. Therefore, holders of the Old Capital
Securities desiring to tender such Old Capital Securities in exchange for New
Capital Securities should allow sufficient time to ensure timely delivery.

20
<PAGE>
Neither the Company nor the Trust is under any duty to give notification of
defects or irregularities with respect to the tenders of Old Capital
Securities for exchange.

BANK REGULATORY RESTRICTIONS

Because the Trust is a subsidiary of the Company, federal banking
authorities will have the right to examine the Trust and its activities.
Under certain circumstances, including any determination that the Company's
relationship to the Trust results in an unsafe and unsound banking
practice, such banking authorities will have the authority to issue orders
which could restrict the ability of the Trust to make Distributions on or
to redeem the Capital Securities.

Under the Financial Institutions Reform, Recovery and Enforcement Act
of 1989, a depository institution insured by the Federal Deposit
Insurance Corporation ("FDIC") can be held liable for any loss incurred by,
or reasonably expected to be incurred by, the FDIC in connection with (i)
the default of a commonly controlled FDIC-insured depository institution or
(ii) any assistance provided by the FDIC to a commonly controlled FDIC-
insured depository institution in danger of default. "Default" is defined
generally as the appointment of a conservator or receiver and "in danger of
default" is defined generally as the existence of certain conditions
indicating that a "default" is likely to occur in the absence of regulatory
assistance.

Under Federal Reserve policy, and as a result of the law described in
the following paragraph, the Company is expected to act as a source of
financial strength to the Banks and to commit resources to support the
Banks in circumstances where it might not do so absent such policy. In
addition, any capital loans by the Company to any of the Banks would also
be subordinate in right of payment to deposits and to certain other
indebtedness of such Bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank at a certain
level will be assumed by the bankruptcy trustee and entitled to a priority
of payment.

The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") provides, among other things, that if a bank does not meet any
one of its minimum capital requirements set by its regulators, then the
bank must submit a capital restoration plan for improving its capital. The
bank's holding company must guarantee that the undercapitalized subsidiary
will meet its recapitalization plan and may be liable for civil monetary
penalties for failure to fulfill its commitment on such guarantee. In
addition, FDICIA prohibits a bank from making a capital distribution, to
its holding company or otherwise, if the bank fails to meet any minimum
capital requirements or if payment of the distribution would cause it to
fail to meet any minimum capital requirement. Furthermore, under certain

21
<PAGE>
circumstances, a holding company of an undercapitalized bank may be
prohibited from making any capital distribution to its shareholders or
otherwise. As of December 31, 1996, each of the Banks met or exceeded the
requirements of a "well-capitalized" institution as prescribed in the rules
of the Bank's primary federal regulator.

RATIO OF EARNINGS TO FIXED CHARGES

The Company's consolidated ratios of earnings to fixed charges for each of
the periods indicated are set forth below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings to fixed Charges:
Excluding Interest on Deposits 4.39 4.04 6.32 9.96 7.70
Including Interest on Deposits 1.53 1.50 1.68 1.75 1.53
</TABLE>

For purposes of computing the ratios of earnings to fixed charges,
earnings represent net income plus applicable income taxes and fixed
charges. Fixed charges, excluding interest on deposits, represent interest
expense on long-term debt and short term borrowings and the interest factor
included in rents (which is deemed to be one-third of rental expense).
Fixed charges, including interest on deposits, represent all interest
expense and the interest factor included in rents.

ACCOUNTING TREATMENT

For financial reporting purposes, the Trust is treated as a subsidiary
of the Company and, accordingly, the accounts of the Trust are included in
the consolidated financial statements of the Company. The Capital
Securities will be presented in the consolidated balance sheet of the
Company as a separate line item directly above shareholders' equity and
appropriate disclosures about the Capital Securities, the Guarantee and the
Junior Subordinated Debentures will be included in the notes to the
consolidated financial statements for financial reporting purposes.

REGULATORY TREATMENT

The Federal Reserve requires the Company to maintain certain levels of
capital for bank regulatory purposes. The Company expects that the Capital
Securities will be treated as Tier 1 capital of the Company for such
purposes.

22
<PAGE>
CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company and its subsidiaries and certain ratios as of December 31, 1996,
and as adjusted to give effect to the offering of the Capital Securities.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-------------------------------
ACTUAL AS ADJUSTED
------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Long-term debt:
6.625% Subordinated Notes due November 15, 2005 $100,000 $100,000

Guaranteed preferred beneficial interests in Company's
Junior Subordinated Debentures <F1> . . . . . . . . . . . . . . -- 100,000

Shareholders' equity:
Preferred stock: 25,000,000 shares authorized and
unissued. . . . . . . . . . . . . . . . . . . . . . . . . . . -- --

Common stock, par value $1; 150,000,000 shares
authorized; 44,944,321 issued and outstanding . . . . . . . . 44,944 44,944

Capital surplus . . . . . . . . . . . . . . . . . . . . . . . . 175,842 175,842

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . 782,830 782,830

Total common stock, capital surplus and retained
earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,003,616 1,003,616

Unrealized gains (losses) on securities
available-for-sale. . . . . . . . . . . . . . . . . . . . . . (9,859) (9,859)
---------- ----------

Total Shareholders' Equity. . . . . . . . . . . . . . . . . 993,757 993,757
---------- ----------

Total Capitalization. . . . . . . . . . . . . . . . . . . $1,093,757 $1,193,757
========== ==========

Risk-based capital ratios:

Tier 1 capital to risk-adjusted assets <F2> . . . . . . . . . . 9.45% 10.49%

Regulatory "well capitalized" tier 1 ratio. . . . . . . . . . . 6.00 6.00

<PAGE>
Regulatory minimum. . . . . . . . . . . . . . . . . . . . . . . 4.00 4.00

Total capital to risk-adjusted assets <F2>. . . . . . . . . . . 11.75 12.79

Regulatory "well capitalized" total capital ratio . . . . . . . 10.00 10.00

Regulatory minimum. . . . . . . . . . . . . . . . . . . . . . . 8.00 8.00

Leverage ratio. . . . . . . . . . . . . . . . . . . . . . . . . 7.31 8.12

Regulatory "well capitalized" leverage ratio. . . . . . . . . . 5.00 5.00

Regulatory minimum. . . . . . . . . . . . . . . . . . . . . . . 3.00 3.00
<FN>
__________________________
<F1> As described herein, the sole assets of the Trust are $103,092,784
principal amount of Old Junior Subordinated Debentures issued by the
Company to the Trust. The Old Junior Subordinated Debentures bear
interest at a variable rate equal to LIBOR plus 0.80% on the
liquidation amount of $1,000 per Capital Security and will mature on
February 1, 2027. The Company owns all of the Common Securities of the
Trust.

<F2> Assumes the net proceeds of the original offering of Old Capital
Securities were initially invested in assets with a 100% risk
weighting under the risk-based capital rules of the Federal Reserve.
</FN>
</TABLE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated
financial information for the Company as of and for the periods indicated
below. The summary consolidated financial data as of and for the five years
ended December 31, 1996 was derived from the audited consolidated financial
statements of the Company incorporated herein by reference. The selected
consolidated financial data should be read in conjunction with the
Company's audited financial statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.

24
<PAGE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
SELECTED RESULTS OF OPERATIONS:
Interest income. . . . . . . . . . . . . $ 947,307 $ 909,819 $ 759,186 $ 692,151 $ 719,466
Interest expense . . . . . . . . . . . . 453,019 433,126 303,551 264,564 315,645
----------- ----------- ----------- ---------- ----------
Net interest income. . . . . . . . . . . 494,288 476,693 455,635 427,587 403,821
Provision for credit losses. . . . . . . 35,236 21,666 22,465 34,822 58,987
----------- ----------- ----------- ---------- ----------
Net interest income after provision
for credit losses . . . . . . . . . . 459,052 455,027 433,170 392,765 344,834
Other income . . . . . . . . . . . . . . 212,164 161,718 136,010 134,531 123,163
Other expense. . . . . . . . . . . . . . 432,494 402,132 363,478 328,998 300,615
----------- ----------- ----------- ---------- ----------
Income before income tax expense . . . . 238,722 214,613 205,702 198,298 167,382
Income tax expense . . . . . . . . . . . 80,021 72,799 68,618 66,974 52,937
----------- ----------- ----------- ---------- ----------
Net income . . . . . . . . . . . . . . . $ 158,701 $ 141,814 $ 137,084 $ 131,324 $ 114,445
=========== =========== =========== ========== ==========

Total assets . . . . . . . . . . . . . . $12,251,860 $11,674,214 $10,761,022 $9,718,875 $9,200,850
Loans. . . . . . . . . . . . . . . . . . 7,795,771 7,230,657 6,060,822 5,216,229 5,262,114
Deposits . . . . . . . . . . . . . . . . 9,762,694 9,317,428 8,805,055 8,064,628 7,681,885
Subordinated debt. . . . . . . . . . . . 100,000 12,603 -- 5,028 26,270
Total shareholders' equity<F2>. . . . . . 1,000,841 960,858 884,415 802,016 712,624

Return on average assets<F1> . . . . . . 1.30% 1.21% 1.27% 1.35% 1.24%
Return on average equity<F1> . . . . . . 15.86 14.76 15.50 16.37 16.06
Average equity to average assets<F1> . . 8.17 8.23 8.22 8.25 7.75

Tier 1. . . . . . . . . . . . . . . . 9.45 10.59 10.84 12.61 12.57
Total . . . . . . . . . . . . . . . . 11.75 13.01 12.11 13.87 14.03
Leverage ratio<F3> . . . . . . . . . . . 7.31 7.88 7.30 7.78 7.76
Average net interest margin. . . . . . . 4.41 4.46 4.63 4.82 4.81
Net charge-offs to average loans . . . . 0.54 0.19 0.16 0.33 0.47
Impaired loans to loans<F4>. . . . . . . 0.53 0.58 0.88 1.12 1.54
Allowance to loans . . . . . . . . . . . 2.05 2.35 2.44 2.72 2.40
Allowance to impaired loans<F4>. . . . . 388 403 277 243 156
<FN>
__________________________
<F1> Average assets include average unrealized gains (losses) on investment
securities available for sale.
<F2> Average total shareholders' equity includes average net unrealized
gains (losses) on investment securities available for sale.
25
<PAGE>
<F3> The Federal Reserve guidelines for risk-based capital requirements
applicable to all bank holding companies require minimum ratios of
Tier 1 and total capital to risk-adjusted assets to be 4% and 8%,
respectively. The Federal Reserve's minimum leverage guidelines
require all bank holding companies to maintain a ratio of Tier 1
capital to average assets of at least 3%.
<F4> Impaired loans include nonaccrual and restructured loans.
</FN>
</TABLE>

THE TRUST

The Trust is a statutory business trust formed under the Delaware
Business Trust Act, pursuant to the Declaration of Trust and the filing of
a certificate of trust with the Secretary of State of Delaware. The Company
acquired Common Securities in an aggregate liquidation amount equal to at
least 3% of the total assets of the Trust. The Trust used all the proceeds
derived from the issuance of the Trust Securities to purchase the Old Junior
Subordinated Debentures and, accordingly, the assets of the Trust consist
solely of the Old Junior Subordinated Debentures. The Trust exists for the
exclusive purpose of (i) issuing the Trust Securities representing undivided
beneficial ownership interests in the assets of the Trust, (ii) investing the
gross proceeds from the sale of the Trust Securities in the Junior
Subordinated Debentures and (iii) engaging in only those other activities
necessary or incidental thereto. The Declaration of Trust does not limit the
aggregate liquidation amount of Trust Securities that may be issued
thereunder, provided that prior to issuing any additional Trust Securities,
the Trustees must receive an opinion of counsel to the effect that the
issuance of such Trust Securities will not affect the Trust's status as a
grantor trust for U.S. federal income tax purposes.

Pursuant to the Declaration of Trust, there are five trustees (the
"Trustees") of the Trust. Three of the Trustees (the "Regular Trustees")
are individuals who are employees or officers of or who are affiliated with
the Company. The fourth Trustee is Bankers Trust Company, which is a
financial institution that is unaffiliated with the Company and which acts
as the Property Trustee. The fifth Trustee is Bankers Trust (Delaware),
which is an entity that maintains its principal place of business in the
State of Delaware and which acts as the Delaware Trustee. Bankers Trust
Company and Bankers Trust (Delaware) will serve as Trustees until, in each
case, it resigns or is removed or replaced by the holder of the Common
Securities. Bankers Trust Company also acts as the Guarantee Trustee and the
Indenture Trustee.

The Property Trustee holds title to the Junior Subordinated Debentures
for the benefit of the Trust and the holders of the Trust Securities and
has the power to exercise all rights, powers and privileges with respect to

26
<PAGE>
the Junior Subordinated Debentures under the Indenture as the holder of the
Junior Subordinated Debentures. In addition, the Property Trustee maintains
exclusive control of a segregated non-interest bearing bank account (the
"Property Account") to hold all payments made in respect of the Junior
Subordinated Debentures for the benefit of the holders of the Trust
Securities. The Guarantee Trustee holds the Guarantee for the benefit of
the holders of the Capital Securities. The Company, as the holder of all
the Common Securities, has the right to appoint, remove or replace any of
the Trustees and to increase or decrease the number of Trustees, provided
there shall always be a Delaware Trustee, a Property Trustee and at least
one Regular Trustee.

Under the Indenture, the Company, as borrower, has agreed to pay all
fees and expenses related to the organization and operations of the Trust
(including any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States
or any other domestic taxing authority upon the Trust) and the offering of
the Capital Securities and to be responsible for all debts and obligations of
the Trust (other than with respect to the Capital Securities). See
"Description of New Capital Securities--Expenses and Taxes."

For so long as the Capital Securities remain outstanding, the Company
will covenant (i) to maintain directly 100% ownership of the Common
Securities, (ii) to cause the Trust to remain a statutory business trust
and not to voluntarily dissolve, wind-up, liquidate or be terminated,
except as permitted by the Declaration of Trust, (iii) to use its
commercially reasonable efforts to ensure that the Trust will not be an
"investment company" for purposes of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), and (iv) to take no action that
would be reasonably likely to cause the Trust to be classified as an
association or a publicly traded partnership taxable as a corporation for
U.S. federal income tax purposes.

The rights of the holders of the Capital Securities, including
economic rights, rights to information and voting rights, are set forth in
the Declaration of Trust and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"). See "Description of the New Capital
Securities." The Declaration of Trust and the Guarantee also incorporate by
reference the terms of the Trust Indenture Act.

The location of the principal executive office of the Trust is c/o Old
Kent Financial Corporation, Attn. Corporate Secretary, 111 Lyon Street, N.W.,
Grand Rapids, Michigan 49503 and its telephone number is (616) 771-5482.

27
<PAGE>
THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

In connection with the sale of the Old Capital Securities, the Company
and the Trust entered into the Registration Rights Agreement with Lehman
Brothers, pursuant to which the Company and the Trust agreed to file and to
use their reasonable efforts to cause to become effective with the
Commission the Registration Statement with respect to the Exchange Offer.
A copy of the Registration Rights Agreement has been filed as an exhibit to
the Registration Statement of which this Prospectus is a part.

The Exchange Offer is being made to satisfy the contractual obligations
of the Company and the Trust under the Registration Rights Agreement. The
form and terms of the New Capital Securities are the same as the form and
terms of the Old Capital Securities except that the New Capital Securities
have been registered under the Securities Act and will not be subject to
certain restrictions on transfer applicable to the Old Capital Securities
and will not provide for Additional Distributions upon a Registration
Default. In that regard, the Registration Rights Agreement provides, among
other things, that, in the event of a Registration Default, the Distribution
rate borne by the Old Capital Securities will increase by $0.25 per week per
$1,000 liquidation amount for each week (or portion thereof) that such
Registration Default remains uncured, during the first 90-day period
following the Registration Default. However, for each subsequent 90-day
period in which the Registration Default remains uncured, this Additional
Distribution rate increases $0.05 per week per $1,000 liquidation amount
(subject to a maximum total of $0.50 per week per $1,000 liquidation amount).
Upon consummation of the Exchange Offer, holders of Old Capital Securities
will not be entitled to Additional Distributions upon a Registration Default
or any further registration rights under the Registration Rights Agreement,
except under limited circumstances. See "Description of Old Securities."

The Exchange Offer is not being made to, nor will the Trust or the
Company accept tenders for exchange from, holders of Old Capital Securities
in any jurisdiction in which the Exchange Offer or the acceptance thereof
would not be in compliance with the securities or blue sky laws of such
jurisdiction.

Unless the context requires otherwise, the term "holder" with respect
to the Exchange Offer means any person in whose name the Old Capital
Securities are registered on the books of the Trust or any other person who
has obtained a properly completed bond power from the registered holder, or
any person whose Old Capital Securities are held of record by The
Depository Trust Company ("DTC") who desires to deliver such Old Capital
Securities by book-entry transfer at DTC.

Pursuant to the Exchange Offer, the Company will exchange as soon as
practicable after the date hereof, the Old Guarantee for the New Guarantee

28
<PAGE>
and the Old Junior Subordinated Debentures for the New Junior Subordinated
Debentures in an amount proportionate to the amount of New Capital
Securities exchanged for Old Capital Securities in the Exchange Offer.
Like the New Capital Securities, the New Guarantee and New Junior
Subordinated Debentures have been registered under the Securities Act.

TERMS OF THE EXCHANGE OFFER

The Trust hereby offers, upon the terms and subject to the conditions
set forth in this Prospectus and in the accompanying Letter of Transmittal,
to exchange up to $100,000,000 aggregate liquidation amount of New Capital
Securities for a like aggregate liquidation amount of Old Capital
Securities properly tendered on or prior to the Expiration Date and not
properly withdrawn in accordance with the procedures described below. The
Trust will issue, promptly after the Expiration Date, an aggregate
liquidation amount of up to $100,000,000 of New Capital Securities in
exchange for a like principal amount of outstanding Old Capital Securities
tendered and accepted in the Exchange Offer. Holders may tender their Old
Capital Securities in whole or in part in any integral multiple of $1,000
liquidation amount (one Capital Security).

The Exchange Offer is not conditioned upon any minimum liquidation
amount of Old Capital Securities being tendered. As of the date of this
Prospectus, $100,000,000 aggregate liquidation amount of the Old Capital
Securities is outstanding.

Holders of Old Capital Securities do not have any appraisal or
dissenters' rights in connection with the Exchange Offer. Old Capital
Securities which are not tendered for or are tendered but not accepted in
connection with the Exchange Offer will remain outstanding and be entitled
to the benefits of the Declaration of Trust, but will not be entitled to
any further registration rights under the Registration Rights Agreement,
except under limited circumstances. See "Risk Factors--Consequences of a
Failure to Exchange Old Capital Securities" and "Description of Old
Securities."

If any tendered Old Capital Securities are not accepted for exchange
because of an invalid tender, the occurrence of certain other events set
forth herein or otherwise, certificates (if any) for any such unaccepted
Old Capital Securities will be returned, without expense, to the tendering
holder thereof promptly after the Expiration Date.

Holders who tender Old Capital Securities in connection with the
Exchange Offer will not be required to pay brokerage commissions or fees
or, subject to the instructions in the Letter of Transmittal, transfer
taxes with respect to the exchange of Old Capital Securities in connection
with the Exchange Offer. The Company will pay all charges and expenses,
other than certain applicable taxes described below, in connection with the
Exchange Offer. See "The Exchange Offer--Fees and Expenses."

29
<PAGE>
NEITHER THE COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY NOR ANY
TRUSTEE OF THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF OLD CAPITAL
SECURITIES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY
PORTION OF THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER. IN
ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION.
HOLDERS OF OLD CAPITAL SECURITIES MUST MAKE THEIR OWN DECISION WHETHER TO
TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF
OLD CAPITAL SECURITIES TO TENDER BASED ON SUCH HOLDER'S OWN FINANCIAL
POSITION AND REQUIREMENTS.

The Expiration Date is 5:00 p.m., New York City time, on ___________,
1997, unless the Exchange Offer is extended by the Company or the Trust (in
which case the term "Expiration Date" shall mean the latest date and time
to which the Exchange Offer is extended).

The Company and the Trust expressly reserve the right in their sole
and absolute discretion, subject to applicable law, at any time and from
time to time, (i) to delay the acceptance of the Old Capital Securities for
exchange, (ii) to terminate the Exchange Offer (whether or not any Old
Capital Securities have theretofore been accepted for exchange) if the
Trust and the Company determine, in their discretion, that any of the
events or conditions referred to under "--Conditions to the Exchange Offer"
have occurred or exist or have not been satisfied, (iii) to extend the
Expiration Date of the Exchange Offer and retain all Old Capital Securities
tendered pursuant to the Exchange Offer, subject, however, to the right of
holders of Old Capital Securities to withdraw their tendered Old Capital
Securities as described under "--Withdrawal Rights," and (iv) to waive any
condition or otherwise amend the terms of the Exchange Offer in any
respect. If the Exchange Offer is amended in a manner determined by the
Company and the Trust to constitute a material change, or if the Company
and the Trust waive a material condition of the Exchange Offer, the Company
and the Trust will promptly disclose such amendment by means of a
Prospectus supplement that will be distributed to the holders of the Old
Capital Securities, and the Company and the Trust will extend the Exchange
Offer to the extent required by the Exchange Act.

Any such delay in acceptance, extension, termination or amendment will
be followed promptly by oral or written notice thereof to the Exchange
Agent and by making a public announcement thereof, and such announcement in
the case of an extension will be made no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled
Expiration Date. Without limiting the manner in which the Company and the
Trust may choose to make any public announcement and subject to applicable
law, the Company and the Trust shall have no obligation to publish,
advertise or otherwise communicate any such public announcement other than
by issuing a release to an appropriate news agency.

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ACCEPTANCE FOR EXCHANGE AND DELIVERY OF NEW CAPITAL SECURITIES

Upon the terms and subject to the conditions of the Exchange Offer,
the Trust will exchange, and will issue to the Exchange Agent, New Capital
Securities for Old Capital Securities validly tendered and not withdrawn
promptly after the Expiration Date.

In all cases, delivery of New Capital Securities in exchange for Old
Capital Securities tendered and accepted for exchange pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent
of (i) certificates for Old Capital Securities or a book-entry confirmation
of a book-entry transfer of Old Capital Securities into the Exchange Agent's
account at DTC, (ii) the Letter of Transmittal (or facsimile thereof), or an
Agent's Message (as defined below) in lieu thereof, properly completed and
duly executed, with any required signature guarantees and (iii) any other
documents required by the Letter of Transmittal. The term "book-entry
confirmation" means a timely confirmation of a book-entry transfer of Old
Capital Securities into the Exchange Agent's account at DTC.

Subject to the terms and conditions of the Exchange Offer, the Trust
and the Company will be deemed to have accepted for exchange, and thereby
exchanged, Old Capital Securities validly tendered and not withdrawn as, if
and when the Trust gives oral or written notice to the Exchange Agent of
the Trust's acceptance of such Old Capital Securities for exchange pursuant
to the Exchange Offer. The Exchange Agent will act as agent for the Trust
and the Company for the purpose of receiving tenders of Old Capital
Securities, Letters of Transmittal and related documents, and as agent for
tendering holders for the purpose of receiving Old Capital Securities,
Letters of Transmittal and related documents and transmitting New Capital
Securities to validly tendering holders. Such exchange will be made
promptly after the Expiration Date. If for any reason whatsoever,
acceptance for exchange or the exchange of any Old Capital Securities
tendered pursuant to the Exchange Offer is delayed (whether before or after
the Trust's and the Company's acceptance for exchange of Old Capital
Securities) or the Trust and the Company extend the Exchange Offer or are
unable to accept for exchange or exchange Old Capital Securities tendered
pursuant to the Exchange Offer, then, without prejudice to the Trust's and
the Company's rights set forth herein, the Exchange Agent may,
nevertheless, on behalf of the Trust and the Company and subject to Rule
14e-1 under the Exchange Act, retain tendered Old Capital Securities and
such Old Capital Securities may not be withdrawn except to the extent
tendering holders are entitled to withdrawal rights as described under
"--Withdrawal Rights."

Pursuant to the Letter of Transmittal or Agent's Message in lieu
thereof, a holder of Old Capital Securities will warrant and agree in the
Letter of Transmittal that it has full power and authority to tender,
exchange, sell, assign and transfer Old Capital Securities, that the Trust
will acquire good, marketable and unencumbered title to the tendered Old

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<PAGE>
Capital Securities, free and clear of all liens, restrictions, charges and
encumbrances and that the Old Capital Securities tendered for exchange are
not subject to any adverse claims or interests. The holder also will
warrant and agree that it will, upon request, execute and deliver any
additional documents deemed by the Company, the Trust or the Exchange Agent
to be necessary or desirable to complete the exchange, sale, assignment and
transfer of the Old Capital Securities tendered pursuant to the Exchange
Offer and will comply with its obligations under the Registration Rights
Agreement.

PROCEDURES FOR TENDERING OLD CAPITAL SECURITIES

VALID TENDER. Except as set forth below, in order for Old Capital
Securities to be validly tendered pursuant to the Exchange Offer, a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) or an Agent's Message, with any required signature guarantees and
any other required documents, must be received by the Exchange Agent at one
of its addresses set forth under "--The Exchange Agent," and either (i)
tendered Old Capital Securities must be received by the Exchange Agent, or
(ii) such Old Capital Securities must be tendered pursuant to the
procedures for book-entry transfer set forth below and a book-entry
confirmation, including an Agent's Message if the tendering holder has not
delivered a Letter of Transmittal, must be received by the Exchange Agent,
in each case on or prior to the Expiration Date, or (iii) the guaranteed
delivery procedures set forth below must be complied with.

The term "Agent's Message" means a message, transmitted by DTC to, and
received by, the Exchange Agent and forming a part of a book-entry
confirmation, which states that DTC has received an express acknowledgment
from the tendering participant, which acknowledgment states that such
participant has received and agrees to be bound by the terms of the Letter
of Transmittal (including the representations contained therein), and that
the Trust and the Company may enforce the Letter of Transmittal against
such participant.

If less than all of the Old Capital Securities are tendered, a
tendering holder should fill in the amount of Old Capital Securities being
tendered in the appropriate box on the Letter of Transmittal. The entire
amount of Old Capital Securities delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.

THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE
TENDERING HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL,
RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR AN OVERNIGHT DELIVERY
SERVICE IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.

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<PAGE>
BOOK-ENTRY TRANSFER. The Exchange Agent will establish an account
with respect to the Old Capital Securities at DTC for purposes of the
Exchange Offer. Any financial institution that is a participant in DTC's
book-entry transfer facility system may make a book-entry delivery of the
Old Capital Securities by causing DTC to transfer such Old Capital
Securities into the Exchange Agent's account at DTC in accordance with
DTC's procedures for transfers. However, although delivery of Old Capital
Securities may be effected through book-entry transfer into the Exchange
Agent's account at DTC, the Letter of Transmittal (or facsimile thereof),
or an Agent's Message, properly completed and duly executed, with any
required signature guarantees and any other required documents, must in any
case be delivered to and received by the Exchange Agent at one of its
addresses set forth under "--The Exchange Agent" on or prior to the
Expiration Date, or the guaranteed delivery procedure set forth below must
be complied with.

DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

SIGNATURE GUARANTEES. Certificates for the Old Capital Securities
need not be endorsed and signature guarantees on the Letter of Transmittal
are unnecessary unless (i) a certificate for the Old Capital Securities is
registered in a name other than that of the person surrendering the
certificate or (ii) such holder completes the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" in the Letter of
Transmittal. In the case of (i) or (ii) above, such certificates for Old
Capital Securities must be duly endorsed or accompanied by a properly
executed bond power, with the endorsement or signature on the bond power
and on the Letter of Transmittal guaranteed by a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act as an "eligible guarantor
institution," including (as such terms are defined therein): (A) a bank;
(B) a broker, dealer, municipal securities broker or dealer or government
securities broker or dealer; (C) a credit union; (D) a national securities
exchange, registered securities association or clearing agency; or (E) a
savings association, that is a participant in a Securities Transfer
Association (an "Eligible Institution"), unless surrendered on behalf of
such Eligible Institution. See Instruction 1 to the Letter of Transmittal.

GUARANTEED DELIVERY. If a holder desires to tender Old Capital
Securities pursuant to the Exchange Offer and the Old Capital Securities
are not immediately available or time will not permit all required documents
to reach the Exchange Agent on or prior to the Expiration Date, or the
procedures for book-entry transfer cannot be completed on a timely basis,
such Old Capital Securities may nevertheless be tendered, provided that all
of the following guaranteed delivery procedures are complied with:

(i) such tenders are made by or through an Eligible Institution;

33
<PAGE>
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form accompanying the Letter of Transmittal,
or an Agent's Message, is received by the Exchange Agent, as provided
below, on or prior to the Expiration Date; and

(iii) the certificates (or a book-entry confirmation) representing all
tendered Old Capital Securities, in proper form for transfer, together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), or an Agent's Message, with any required signature guarantees and
any other documents required by the Letter of Transmittal, are received by
the Exchange Agent within three New York Stock Exchange trading days after
the date of execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand, or
transmitted by facsimile or mail to the Exchange Agent and must include a
guarantee by an Eligible Institution in the form set forth in such notice.

Notwithstanding any other provision hereof, the delivery of New
Capital Securities in exchange for Old Capital Securities tendered and
accepted for exchange pursuant to the Exchange Offer will in all cases be
made only after timely receipt by the Exchange Agent of Old Capital
Securities, or of a book-entry confirmation with respect to such Old
Capital Securities, and a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), or an Agent's Message, together with
any required signature guarantees and any other documents required by the
Letter of Transmittal. Accordingly, the delivery of New Capital Securities
might not be made to all tendering holders at the same time, and will
depend upon when Old Capital Securities, book-entry confirmations with
respect to Old Capital Securities and other required documents are received
by the Exchange Agent.

The Trust's and the Company's acceptance for exchange of Old Capital
Securities tendered pursuant to any of the procedures described above will
constitute a binding agreement between the tendering holder, the Company
and the Trust upon the terms and subject to the conditions of the Exchange
Offer.

DETERMINATION OF VALIDITY. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for
exchange of any tendered Old Capital Securities will be determined by the
Company and the Trust, in their sole discretion, which determination shall
be final and binding on all parties. The Company and the Trust reserve the
absolute right, in their sole and absolute discretion, to reject any and
all tenders determined by them not to be in proper form or the acceptance
of which, or exchange for, may, in the opinion of counsel to the Company
and the Trust, be unlawful. The Company and the Trust also reserve the
absolute right, subject to applicable law, to waive any of the conditions
of the Exchange Offer as set forth under "--Conditions to the Exchange

34
<PAGE>
Offer" or any condition or irregularity in any tender of Old Capital
Securities of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.

The interpretation by the Company and the Trust of the terms and
conditions of the Exchange Offer (including the Letter of Transmittal and
the instructions thereto) will be final and binding. No tender of Old
Capital Securities will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived.
Neither the Company, the Trust, any affiliates or assigns of the Company or
the Trust, the Exchange Agent nor any other person shall be under any duty
to give any notification of any irregularities in tenders or to incur any
liability for failure to give any such notification.

If any Letter of Transmittal, endorsement, bond power, power of
attorney or any other document required by the Letter of Transmittal is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a Company or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
unless waived by the Company and the Trust, proper evidence satisfactory to
the Company and the Trust, in their sole discretion, of such person's
authority to so act must be submitted.

A beneficial owner of Old Capital Securities that are held by or
registered in the name of a broker, dealer, commercial bank, trust company
or other nominee or custodian is urged to contact that entity promptly if
such beneficial holder wishes to participate in the Exchange Offer.

RESALES OF NEW CAPITAL SECURITIES

The Company and the Trust are making the Exchange Offer in reliance on
the position of the staff of the Division of Corporation Finance of the
Commission set forth in certain interpretive letters addressed to third
parties in other transactions. However, neither the Company nor the Trust
sought its own interpretive letter and there can be no assurance that the
staff of the Division of Corporation Finance of the Commission would make a
similar determination with respect to the Exchange Offer as it has in such
interpretive letters to third parties. Based on these interpretations by
the staff of the Division of Corporation Finance of the Commission, and
subject to the two immediately following sentences, the Company and the
Trust believe that New Capital Securities issued pursuant to this Exchange
Offer in exchange for Old Capital Securities may be offered for resale,
resold and otherwise transferred by a holder thereof (other than a holder
who is a broker-dealer) without further compliance with the registration
and prospectus delivery requirements of the Securities Act, provided that
such New Capital Securities are acquired in the ordinary course of the
holder's business and that the holder is not participating, and has no
arrangement or understanding with any person to participate, in a

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<PAGE>
distribution (within the meaning of the Securities Act) of the New Capital
Securities. However, any holder of Old Capital Securities that is an
"affiliate" of the Company or the Trust or that intends to participate in
the Exchange Offer for the purpose of distributing New Capital Securities,
or any broker-dealer who purchased Old Capital Securities from the Trust to
resell pursuant to Rule 144A or any other available exemption under the
Securities Act, (i) will not be able to rely on the interpretations of the
staff of the Division of Corporation Finance of the Commission set forth in
the above-mentioned interpretive letters, (ii) will not be permitted or
entitled to tender such Old Capital Securities in the Exchange Offer and
(iii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or other
transfer of such Old Capital Securities unless the sale is made pursuant to
an exemption from such requirements. In addition, as described below, if
any broker-dealer holds Old Capital Securities acquired for its own account
as a result of market-making or other trading activities and exchanges such
Old Capital Securities for New Capital Securities, then such broker-dealer
must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such New Capital Securities.

Each holder of Old Capital Securities who wishes to exchange Old
Capital Securities for New Capital Securities in the Exchange Offer will be
required to represent that (i) it is not an "affiliate" of the Company or
the Trust, (ii) any New Capital Securities to be received by it are being
acquired in the ordinary course of business, (iii) it has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of New Capital Securities to be received in
the Exchange Offer, and (iv) if it is not a broker-dealer, it is not
engaged in, and does not intend to engage in, a distribution (within the
meaning of the Securities Act) of such New Capital Securities. Any
broker-dealer and any such holder of Old Capital Securities using the Exchange
Offer to participate in a distribution of the New Capital Securities to be
acquired in the Exchange Offer (i) could not, under current Commission
policy, rely on the Commission's interpretive letters referred to above,
and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction. The Letter of Transmittal contains the foregoing
representations.

In addition, the Company and the Trust may require a holder, as a
condition to such holder's eligibility to participate in the Exchange
Offer, to furnish to the Company and the Trust (or an agent thereof) in
writing information as to the number of "beneficial owners" (within the
meaning of Rule 13d-3 under the Exchange Act) on behalf of whom such holder
holds the Old Capital Securities to be exchanged in the Exchange Offer.
Each Participating Broker-Dealer will be deemed to have acknowledged by
execution of the Letter of Transmittal or delivery of an Agent's Message
that it acquired the Old Capital Securities for its own account as the

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<PAGE>
result of market-making activities or other trading activities and must
agree that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Capital
Securities. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a Participating Broker-Dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. Based on the position taken by the staff of the Division
of Corporation Finance of the Commission in the interpretive letters
referred to above, the Company and the Trust believe that Participating
Broker-Dealers who acquired Old Capital Securities for their own accounts
as a result of market-making activities or other trading activities may
fulfill their prospectus delivery requirements with respect to the New
Capital Securities received upon exchange of such Old Capital Securities
(other than Old Capital Securities which represent an unsold allotment from
the original sale of the Old Capital Securities) with a prospectus meeting
the requirements of the Securities Act, which may be the prospectus
prepared for an exchange offer so long as it contains a description of the
plan of distribution with respect to the resale of such New Capital
Securities. Accordingly, this Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating
Broker-Dealer during the period referred to below in connection with
resales of New Capital Securities received in exchange for Old Capital
Securities where such Old Capital Securities were acquired by such
Participating Broker-Dealer for its own account as a result of
market-making or other trading activities. Subject to certain provisions
set forth in the Registration Rights Agreement, the Company and the Trust
have agreed that this Prospectus, as it may be amended or supplemented from
time to time, may be used by a Participating Broker-Dealer in connection
with resales of such New Capital Securities for a period ending 180 days
after the effective date of the Registration Statement (subject to
extension under certain limited circumstances described below). See "Plan
of Distribution." However, a Participating Broker-Dealer who intends to
use this Prospectus in connection with the resale of New Capital Securities
received in exchange for Old Capital Securities pursuant to the Exchange
Offer must notify the Company or the Trust, or cause the Company or the
Trust to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space
provided for that purpose in the Letter of Transmittal or may be delivered
to the Exchange Agent at one of its addresses set forth herein under "--The
Exchange Agent." Any Participating Broker-Dealer who is an "affiliate" of
the Company or the Trust may not rely on such interpretive letters and must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction.

In that regard, each Participating Broker-Dealer who surrenders Old
Capital Securities pursuant to the Exchange Offer will be deemed to have
agreed, by execution of the Letter of Transmittal, that, upon receipt of
notice from the Company or the Trust of the occurrence of any event or the
discovery of any fact which makes any statement contained or incorporated

37
<PAGE>
by reference in this Prospectus untrue in any material respect or which
causes this Prospectus to omit to state a material fact necessary in order
to make the statements contained or incorporated by reference herein, in
light of the circumstances under which they were made, not misleading or of
the occurrence of certain other events specified in the Registration Rights
Agreement, such Participating Broker-Dealer will suspend the sale of New
Capital Securities pursuant to this Prospectus until the Company or the
Trust has amended or supplemented this Prospectus to correct such
misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to such Participating Broker-Dealer or the Company
or the Trust has given notice that the sale of the New Capital Securities
may be resumed, as the case may be. If the Company or the Trust gives such
notice to suspend the sale of the New Capital Securities, it shall extend
the 180-day period referred to above during which Participating
Broker-Dealers are entitled to use this Prospectus in connection with the
resale of New Capital Securities by the number of days during the period
from and including the date of the giving of such notice to and including
the date when Participating Broker-Dealers shall have received copies of
the amended or supplemented Prospectus necessary to permit resales of the
New Capital Securities or to and including the date on which the Company or
the Trust has given notice that the sale of New Capital Securities may be
resumed, as the case may be.

WITHDRAWAL RIGHTS

Except as otherwise provided herein, tenders of Old Capital Securities
may be withdrawn at any time on or prior to the Expiration Date.

In order for a withdrawal to be effective a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at one of its addresses set forth under
"--The Exchange Agent" on or prior to the Expiration Date. Any such notice
of withdrawal must specify the name of the person who tendered the Old
Capital Securities to be withdrawn, the aggregate liquidation amount of Old
Capital Securities to be withdrawn, and (if certificates for such Old
Capital Securities have been tendered) the name of the registered holder of
the Old Capital Securities as set forth on the Old Capital Securities, if
different from that of the person who tendered such Old Capital Securities.
If Old Capital Securities have been delivered or otherwise identified to
the Exchange Agent, then prior to the physical release of such Old Capital
Securities, the tendering holder must submit the serial numbers shown on
the particular Old Capital Securities to be withdrawn and the signature on
the notice of withdrawal must be guaranteed by an Eligible Institution,
except in the case of Old Capital Securities tendered for the account of an
Eligible Institution. If Old Capital Securities have been tendered
pursuant to the procedures for book-entry transfer set forth in
"--Procedures for Tendering Old Capital Securities," the notice of
withdrawal must specify the name and number of the account at DTC to be
credited with the withdrawal of Old Capital Securities, in which case a

38
<PAGE>
notice of withdrawal will be effective if delivered to the Exchange Agent
by written, telegraphic, telex or facsimile transmission. Withdrawals of
tenders of Old Capital Securities may not be rescinded. Old Capital
Securities properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any subsequent
time on or prior to the Expiration Date by following any of the procedures
described above under "--Procedures for Tendering Old Capital Securities."

All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Company
and the Trust, in their sole discretion, which determination shall be final
and binding on all parties. Neither the Company, the Trust, any affiliates
or assigns of the Company or the Trust, the Exchange Agent nor any other
person shall be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Old Capital Securities which
have been tendered but which are withdrawn will be returned to the holder
thereof promptly after withdrawal.

DISTRIBUTIONS ON NEW CAPITAL SECURITIES

Holders of Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive accumulated Distributions on such
Old Capital Securities for any period from and after the last Distribution
Date with respect to such Old Capital Securities prior to the original
issue date of the New Capital Securities and will be deemed to have waived
the right to receive any Distributions on such Old Capital Securities
accumulated from and after such Distribution Date. However, because
Distributions on the New Capital Securities will accumulate from the last
Distribution Date with respect to Old Capital Securities prior to the
original issue date of the New Capital Securities, the amount of the
Distributions received by holders whose Old Capital Securities are accepted
for exchange will not be affected by the exchange.

CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Trust and the Company will not be
required to accept for exchange, or to exchange, any Old Capital Securities
for any New Capital Securities, and, as described below, may terminate the
Exchange Offer (whether or not any Old Capital Securities have theretofore
been accepted for exchange) or may waive any conditions to or amend the
Exchange Offer, if there shall occur a change in applicable law or
Commission policy which currently permits the New Capital Securities issued
pursuant to the Exchange Offer in exchange for Old Capital Securities to be
offered for resale, resold and otherwise transferred by holders thereof
(other than broker-dealers and any such holder which is an "affiliate" of
the Company or the Trust within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus

39
<PAGE>
delivery provisions of the Securities Act, provided that such New Capital
Securities are acquired in the ordinary course of such holders' business
and such holders have no arrangement or understanding with any person to
participate in a distribution (within the meaning of the Securities Act) of
such New Capital Securities.

If the Company and the Trust determine in their sole and absolute
discretion that the foregoing event has occurred, the Company and the Trust
may, subject to applicable law, terminate the Exchange Offer (whether or
not any Old Capital Securities have theretofore been accepted for exchange)
or may waive any such condition or otherwise amend the terms of the
Exchange Offer in any respect. If such waiver or amendment constitutes a
material change to the Exchange Offer, the Company and the Trust will
promptly disclose such waiver by means of a prospectus supplement that will
be distributed to the registered holders of the Old Capital Securities, and
the Company and the Trust will extend the Exchange Offer to the extent
required by Rule 14e-1 under the Exchange Act.

CERTAIN REGISTRATION RIGHTS OF UNEXCHANGED CAPITAL SECURITIES

If (i) the Company and the Trust are not required to file a
Registration Statement relating to the Exchange Offer or to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable
law or Commission policy, (ii) the Company has received an opinion of
counsel to the effect that, as a result of the consummation of the Exchange
Offer there is more than an insubstantial risk that (A) the Trust would be
subject to U.S. federal income tax with respect to income received
or accrued on the Junior Subordinated Debentures, (B) interest payable by
the Company on such Junior Subordinated Debentures would not be deductible
by the Company, in whole or in part, for U.S. federal income tax
purposes or (C) the Trust would be subject to more than a DE MINIMIS amount
of other taxes, duties or other governmental charges or (iii) if any holder
of Capital Securities that is a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act) (A) is prohibited as a result of
change in applicable law or Commission policy from participating in the
Exchange Offer, or (B) may not resell the New Securities acquired by it in
the Exchange Offer to the public without delivering a prospectus and, as a
result of a change in law or Commission policy, the Prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available
for such resales by such holder or (C) is a broker-dealer and holds Old
Capital Securities acquired directly from the Trust or one of its
affiliates, and such holder notifies the Company and the Trust on or before
20th business day following the consummation of the Exchange Offer of such
holder's exercise of such right, then the Trust and the Company shall use
their respective best efforts to:

(1) cause to be filed a shelf registration statement pursuant to
Rule 415 under the Securities Act, which may be an amendment to the
Registration Statement (in either event, the "Shelf Registration
Statement"), on or prior to the earliest to occur of (a) the 150th day
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<PAGE>
after the date on which the Trust and the Company determine that they are
not required to file the Registration Statement or (b) the 150th day after
the date on which the Trust and the Company receive notice from a holder as
contemplated by clause (iii) above (such earliest date being the "Shelf
Filing Deadline"), which Shelf Registration Statement shall provide for
resales of all "Transfer Restricted Securities" (as defined in the
Registration Rights Agreement), the holders of which shall have provided
certain information required by the Registration Rights Agreement, PROVIDED
that, in the event of a shelf registration due solely to notice provided by
a holder in accordance with clause (iii) above, the Shelf Registration
Statement shall cover only resales of Transfer Restricted Securities by all
such holders; and

(2) cause such Shelf Registration Statement to be declared
effective by the Commission on or before the 180th day after the Shelf
Filing Deadline.

Furthermore, the Trust and the Company shall use their respective best
efforts to keep such Shelf Registration Statement continuously effective,
supplemented and amended to the extent necessary to ensure that it is
available for resales by the holders of Transfer Restricted Securities
entitled to the benefit of the Registration Rights Agreement, and to ensure
that it conforms with the requirements of the Registration Rights Agreement,
the Securities Act and the policies, rules and regulations of the Commission
as announced from time to time, for a period ending on January 31, 2000.

THE EXCHANGE AGENT

Bankers Trust Company has been appointed as Exchange Agent for the
Exchange Offer. Delivery of the Letters of Transmittal and any other
required documents, questions, requests for assistance, and requests for
additional copies of this Prospectus or of the Letter of Transmittal should
be directed to the Exchange Agent as follows:

<TABLE>
<CAPTION>
BY MAIL: BY HAND: BY OVERNIGHT MAIL OR COURIER:
<S> <C> <C>
BT Services Tennessee, Inc. Bankers Trust Company BT Services Tennessee, Inc.
Reorganization Unit Corporate Trust and Agency Group Corporate Trust and Agency Group
P.O. Box 292737 Receipt & Delivery Window Reorganization Unit
Nashville, TN 37229-2737 123 Washington Street, 1st Floor 648 Grassmere Park Road
New York, NY 10006 Nashville, TN 37211
</TABLE>

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FEES AND EXPENSES

The Company has agreed to pay the Exchange Agent reasonable and
customary fees for its services and will reimburse it for its reasonable
out-of-pocket expenses in connection therewith. The Company will also pay
brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of
this Prospectus and related documents to the beneficial owners of Old
Capital Securities and in handling or tendering Old Capital Securities for
their customers.

Holders who tender their Old Capital Securities for exchange will not
be obligated to pay any transfer taxes in connection therewith. If,
however, New Capital Securities are to be delivered to, or are to be issued
in the name of, any person other than the registered holder of the Old
Capital Securities tendered, or if a transfer tax is imposed for any reason
other than the exchange of Old Capital Securities in connection with the
Exchange Offer, then the amount of any such transfer taxes (whether imposed
on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the Letter of Transmittal, the
amount of such transfer taxes will be billed directly to such tendering
holder.

Neither the Company nor the Trust will make any payment to brokers,
dealers or others soliciting acceptances of the Exchange Offer.

DESCRIPTION OF NEW CAPITAL SECURITIES

Pursuant to the terms of the Declaration of Trust, the Regular
Trustees (on behalf of the Trust), have issued the Old Capital Securities
and the Common Securities and will issue the New Capital Securities. The
New Capital Securities will represent undivided beneficial ownership
interests in the assets of the Trust and the holders thereof will be
entitled to a preference in certain circumstances with respect to
Distributions and amounts payable on redemption or liquidation over the
Common Securities, as well as other benefits as described in the
Declaration of Trust. This summary of certain provisions of the Capital
Securities and the Declaration of Trust does not purport to be complete and
is subject to, and is qualified in its entirety by reference to, all the
provisions of the Declaration of Trust, including the definitions therein
of certain terms, and the Trust Indenture Act. Wherever particular defined
terms of the Declaration of Trust (as supplemented or amended from time to
time) are referred to herein, the definitions of such defined terms are
incorporated herein by reference.

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GENERAL

The Capital Securities (including both the Old Capital Securities and
the New Capital Securities) will rank PARI PASSU, and payments will be made
thereon PRO RATA, with the Common Securities except as described under
"--Subordination of Common Securities." Legal title to the Junior Subordinated
Debentures will be held by the Property Trustee in trust for the benefit of
the holders of the Capital Securities and the Common Securities. The
Guarantee will be a guarantee on a subordinated basis with respect to the
Capital Securities but will not guarantee payment of Distributions or
amounts payable on redemption or liquidation of the Capital Securities when
the Trust does not have sufficient funds available to make such payments.
See "Description of New Guarantee." The Company's obligations under the
Guarantee, taken together with its obligations under the Junior
Subordinated Debentures and the Indenture, including its obligation to pay
all costs, expenses and liabilities of the Trust (other than with respect
to the Capital Securities), constitute a full and unconditional guarantee
of all of the Trust's obligations under the Capital Securities.

Holders of the Capital Securities have no preemptive or similar
rights.

DISTRIBUTIONS

Distributions on each Capital Security will be payable at a variable
annual rate equal to LIBOR plus 0.80% on the liquidation amount of $1,000,
payable quarterly in arrears on the 1st day of February, May, August and
November of each year. Distributions will accumulate from the last
Distribution Date with respect to the Old Capital Securities prior to the
consummation of the Exchange Offer. The amount of Distributions payable
for any period will be computed on the basis of the actual number of days
elapsed in a year of twelve 30-day months.

Distributions on the Capital Securities must be paid on the dates
payable to the extent that the Trust has funds available for the payment of
such Distributions. The revenue of the Trust available for distribution to
holders of Capital Securities will be limited to payments under the Junior
Subordinated Debentures. See "Description of New Junior Subordinated
Debentures." If the Company does not make interest payments on the Junior
Subordinated Debentures, the Property Trustee will not have funds available
to pay Distributions on the Capital Securities.

The Company will have the right under the Indenture, so long as no
Indenture Event of Default has occurred or is continuing, to defer the
payment of interest on the Junior Subordinated Debentures at any time or
from time to time for a period not exceeding 20 consecutive quarters,
provided that no Extension Period may extend beyond the Stated Maturity of
the Junior Subordinated Debentures. Accordingly, there could be multiple
Extension Periods of varying lengths throughout the term of the Junior

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Subordinated Debentures. As a consequence of any such extension, quarterly
Distributions on the Capital Securities will be deferred by the Trust
during any such Extension Period. Distributions to which holders of the
Capital Securities are entitled will accumulate and compound quarterly at a
variable annual rate equal to LIBOR plus 0.80% from the relevant payment
date for such Distributions. The term "Distributions" as used herein shall
include any such compounded amounts (and any Additional Interest, as
defined in the Indenture) unless the context otherwise requires. During any
such Extension Period, the Company may not, and may not permit any
subsidiary of the Company to: (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of the Company's capital stock or (ii) make
any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank PARI
PASSU with or junior to the Junior Subordinated Debentures or make any
guarantee payments with respect to any guarantee by the Company of the debt
securities of any subsidiary of the Company if such guarantee ranks PARI
PASSU with or junior in interest to the Junior Subordinated Debentures
(other than (A) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of any
one or more employees, officers, directors or consultants, or in connection
with a dividend reinvestment or shareholder stock purchase plan, (B) as a
result of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a subsidiary of the Company) for any
other class or series of the Company's capital stock or of any class or
series of the Company's indebtedness for any class or series of the
Company's capital stock, (C) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or
exchanged, (D) any declaration of a dividend in connection with any
shareholder's rights plan, or the issuance of rights, stock or other
property under any shareholder's rights plan, or the redemption or
repurchase of rights pursuant thereto or (E) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid (or ranks PARI
PASSU with or junior to such stock)). Prior to the termination of any such
Extension Period, the Company may further extend the Extension Period,
provided that no Extension Period may exceed 20 consecutive quarters or
extend beyond the Stated Maturity of the Junior Subordinated Debentures.
Upon the termination of any such Extension Period and the payment of all
amounts then due on any Interest Payment Date, the Company may elect to
begin a new Extension Period subject to the foregoing requirements. See
"Description of New Junior Subordinated Debentures--Option to Extend
Interest Payment Period." The Company has no current intention of
exercising its right to defer payments of interest by extending the
interest payment period of the Junior Subordinated Debentures.

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In the event that any date on which Distributions are payable on the
Capital Securities is not a Business Day, then payment of the Distributions
payable on such date will be made on the next succeeding day that is a
Business Day (and without any additional interest or other payment in
respect of any such delay), except that if such Business Day falls in the
next calendar year, such payment will be made on the immediately preceding
Business Day with the same force and effect as if made on the date such
payment was originally payable (each date on which Distributions are
payable in accordance with the foregoing, a "Distribution Date"). A
"Business Day" shall mean any day other than a Saturday or a Sunday, or a
day on which banking institutions in The City of New York or the City of
Grand Rapids, Michigan are authorized or required by law or executive order
to remain closed or a day on which the corporate trust office of the
Property Trustee or the Indenture Trustee is closed for business.

Distributions on the Capital Securities (other than distributions on a
Redemption Date) will be payable to the holders thereof as they appear on
the register of the Trust on the relevant record dates, which shall be the
fifteenth day preceding the relevant Distribution Date. Distributions
payable on any Capital Securities that are not punctually paid on any
Distribution Date will cease to be payable to the person in whose name such
Capital Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the person in whose name
such Capital Securities are registered on the special record date or other
specified date determined in accordance with the Declaration of Trust.

REDEMPTION

MANDATORY REDEMPTION. Unless a Special Event has occurred, the
Capital Securities will not be redeemable prior to February 1, 2007. Upon
the repayment or redemption, in whole or in part, of the Junior
Subordinated Debentures, whether at Stated Maturity or upon earlier
redemption as provided in the Indenture, the proceeds from such repayment
or redemption shall be applied by the Property Trustee to redeem Capital
Securities and Common Securities upon not less than 30 nor more than 60
days' notice prior to the date fixed for repayment or redemption. If less
than all of the Junior Subordinated Debentures are to be repaid or redeemed
on a Redemption Date, then the proceeds from such repayment or redemption
shall be allocated PRO RATA to the redemption of the Capital Securities and
the Common Securities. See "Description of New Capital Securities--
Subordination of Common Securities."

SPECIAL EVENT REDEMPTION OR DISTRIBUTION OF JUNIOR SUBORDINATED
DEBENTURES. If a Special Event shall occur and be continuing, the Company
will have the right, subject to the receipt of any necessary prior approval
of the Federal Reserve, to either (i) redeem within 120 days following the
occurrence of such Special Event the Junior Subordinated Debentures on the
date of redemption (the "Redemption Date") in whole (but not in part) and
thereby cause a mandatory redemption of the Capital Securities in whole

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(but not in part) at a redemption price with respect to the Capital
Securities equal to the redemption price in respect of the Junior
Subordinated Debentures or (ii) to dissolve the Trust and, after
satisfaction of the claims of creditors of the Trust as provided by
applicable law, cause the Junior Subordinated Debentures to be distributed
to the holders of the Capital Securities and Common Securities in
liquidation of the Trust. Under current U.S. federal income tax law and
interpretations thereof and assuming, as expected, the Trust is treated as
a grantor trust, a distribution of the Junior Subordinated Debentures
should not be a taxable event to holders of the Capital Securities. Should
there be a change in law, a change in legal interpretation, certain Tax
Events or other circumstances, however, the distribution could be a taxable
event to holders of the Capital Securities. See "Certain United States
Federal Income Tax Consequences--Distribution of Junior Subordinated
Debentures or Cash upon Liquidation of the Trust."

If the Company does not elect either option described above, the
Capital Securities will remain outstanding until the repayment of the
Junior Subordinated Debentures, whether at maturity or redemption, and in
the event a Tax Event has occurred and is continuing, the Company will be
obligated to pay any additional taxes, duties, assessments and other
governmental charges (other than withholding taxes) to which the Trust has
become subject as a result of a Tax Event.

A "Special Event" means a Tax Event, a Regulatory Capital Event or an
Investment Company Event. A "Tax Event" means the receipt by the Company of
an opinion of counsel, rendered by a law firm having a recognized national
tax practice, to the effect that, as a result of any amendment to, change
in or announced proposed change in the laws (or any regulations thereunder)
of the United States or any political subdivision or taxing authority
thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such
laws or regulations, which amendment or change is adopted or which proposed
change, pronouncement or action or decision is announced or which action is
taken on or after the date of original issuance of the Capital Securities,
there is more than an insubstantial risk that (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to U.S. federal income
tax with respect to income received or accrued on the Junior Subordinated
Debentures, (ii) interest payable by the Company on such Junior
Subordinated Debentures is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for
U.S. federal income tax purposes or (iii) the Trust is, or will be within
90 days of the date of such opinion, subject to more than a DE MINIMIS
amount of other taxes, duties or other governmental charges.

A "Regulatory Capital Event" means that the Company shall have
received an opinion of independent bank regulatory counsel experienced in
such matters to the effect that, as a result of (i) any amendment to or
change (including any announced prospective change) in the laws (or any

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regulations thereunder) of the United States or any rules, guidelines or
policies of the Federal Reserve or (ii) any official or administrative
pronouncement or action or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or such
pronouncement or action or decision is announced on or after the date of
original issuance of the Capital Securities, the Capital Securities do not
constitute, or within 90 days of the date thereof, will not constitute Tier
1 capital (or its then equivalent); PROVIDED, HOWEVER, that the
distribution of the Junior Subordinated Debentures in connection with the
liquidation of the Trust by the Company shall not in and of itself
constitute a Regulatory Capital Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event.

"Investment Company Event" means the receipt by the Trust of an
opinion of counsel, rendered by a law firm having a recognized national
securities practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), the Trust is or will be
considered an "investment company" that is required to be registered under
the Investment Company Act which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Capital Securities.

REDEMPTION PROCEDURES

Capital Securities redeemed on each Redemption Date shall be redeemed
at the redemption price received by the Trust in respect of the Junior
Subordinated Debentures (the "Redemption Price") with the applicable
proceeds from the contemporaneous redemption or payment at Stated Maturity
of the Junior Subordinated Debentures. Redemptions of the Capital
Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has sufficient funds
available for the payment of such Redemption Price. See also "Description
of New Capital Securities--Subordination of Common Securities."

Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each holder of Capital
Securities to be redeemed at its registered address. If the Trust gives a
notice of redemption in respect of the Capital Securities, then, by 12:00
noon, New York City time, on the Redemption Date, to the extent funds are
available, the Property Trustee will deposit irrevocably with DTC or its
nominee funds sufficient to pay the applicable Redemption Price for all
securities held in DTC and will give DTC irrevocable instructions and
authority to pay the Redemption Price to the holders of the Capital
Securities. See "Book-Entry Issuance." If any Capital Securities are held
in certificated form, the Trust, to the extent funds are available, will
irrevocably deposit with the paying agent for such Capital Securities funds
sufficient to pay the applicable Redemption Price and will give the paying
agent irrevocable instructions and authority to pay the Redemption Price to

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the holders thereof upon surrender of their certificates evidencing the
Capital Securities. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
the holders of such Capital Securities so called for redemption will cease,
except the right of the holders of such Capital Securities to receive the
Redemption Price, but without interest on such Redemption Price, and such
Capital Securities will cease to be outstanding. In the event that any date
fixed for redemption of Capital Securities is not a Business Day, then
payment of the Redemption Price payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business
Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on the date such payment was originally payable. In the
event that payment of the Redemption Price in respect of Capital Securities
called for redemption is improperly withheld or refused and not paid either
by the Trust or by the Company pursuant to the Guarantee as described under
"Description of New Guarantee," Distributions on such Capital Securities
will continue to accrue at the then applicable rate, from the Redemption
Date originally established by the Trust for the Capital Securities to the
date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price. Notwithstanding the foregoing,
Distributions payable on or prior to the Redemption Date for any Capital
Security called for redemption shall be payable to the holders of such
Capital Security on the relevant record dates for the related Distribution
Dates.

Subject to applicable law (including, without limitation, U.S. federal
securities law) and to the provisions of the Declaration of Trust, the
Company or its subsidiaries may at any time and from time to time purchase
outstanding Capital Securities by tender, in the open market or by private
agreement.

The Trust may not redeem fewer than all of the outstanding Capital
Securities unless all accrued and unpaid Distributions have been paid on
all Capital Securities for all quarterly Distribution periods terminating
on or prior to the Redemption Date. If less than all of the Capital
Securities and Common Securities issued by the Trust are to be redeemed on
a Redemption Date, then the aggregate amount of such Capital Securities and
Common Securities to be redeemed shall be allocated PRO RATA among the
Capital Securities and the Common Securities. If the Capital Securities are
in book-entry form, they will be redeemed as described below under "Book-
Entry Issuance." If not, the particular Capital Securities to be redeemed
shall be selected on a PRO RATA basis not more than 60 days prior to the
Redemption Date by the Property Trustee from the outstanding Capital
Securities not previously called for redemption, by such method as the
Property Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to $1,000 or an integral

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multiple of $1,000 in excess thereof) of the liquidation amount of Capital
Securities of a denomination larger than $1,000. The Property Trustee shall
promptly notify the Trust registrar in writing of the Capital Securities
selected for redemption and, in the case of any Capital Security selected
for partial redemption, the liquidation amount thereof to be redeemed. For
all purposes of the Declaration of Trust, unless the context otherwise
requires, all provisions relating to the redemption of Capital Securities
shall relate, in the case of any Capital Security redeemed or to be
redeemed only in part, to the portion of the aggregate liquidation amount
of Capital Securities which has been or is to be redeemed.

SUBORDINATION OF COMMON SECURITIES

Payment of Distributions on, and the Redemption Price of, the Capital
Securities and the Common Securities, as applicable, shall be made PRO RATA
based on the liquidation amount of such Capital Securities and Common
Securities; PROVIDED, HOWEVER, that if on any Distribution Date or
Redemption Date an Indenture Event of Default shall have occurred and be
continuing, no payment of any Distribution on, or Redemption Price of, any
of the Common Securities, and no other payment on account of the
redemption, liquidation or other acquisition of such Common Securities,
shall be made unless payment in full in cash of all accumulated and unpaid
Distributions on all of the outstanding Capital Securities for all
Distribution periods terminating on or prior thereto, or in the case of
payment of the Redemption Price, the full amount of such Redemption Price
on all of the outstanding Capital Securities then called for redemption,
shall have been made or provided for, and all funds available to the
Property Trustee shall first be applied to the payment in full in cash of
all Distributions on, or Redemption Price of, the Capital Securities then
due and payable.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

Pursuant to the Declaration of Trust, the Trust shall automatically
dissolve upon expiration of its term and shall dissolve on the first to
occur of: (i) certain events of bankruptcy, dissolution or liquidation of
the Company or the holder of the Common Securities; (ii) the distribution
of the Junior Subordinated Debentures to the holders of the Capital
Securities and Common Securities; (iii) the repayment of all of the Capital
Securities in connection with the maturity or redemption of all of the
Junior Subordinated Debentures; and (iv) the entry by a court of competent
jurisdiction of an order for the dissolution of the Company or the Trust.

If an early dissolution occurs as described in clause (i), (ii) or
(iv) above, the Trust shall be liquidated by the Trustees as expeditiously
as the Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by
applicable law, to the holders of Capital Securities and Common Securities
their PRO RATA interest in the Junior Subordinated Debentures, unless such

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distribution is determined by the Property Trustee not to be practicable,
in which event such holders will be entitled to receive out of the assets
of the Trust available for distribution to holders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an
amount equal to, in the case of holders of Capital Securities, the
aggregate of the liquidation amount plus accrued and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by
the Trust on Capital Securities and Common Securities shall be paid on a
PRO RATA basis. The holder(s) of the Common Securities will be entitled to
receive distributions upon any such liquidation PRO RATA with the holders
of Capital Securities, except that if an Indenture Event of Default has
occurred and is continuing, Capital Securities shall have a priority over
the Common Securities.

After the liquidation date is fixed for any distribution of Junior
Subordinated Debentures to holders of Capital Securities (i) Capital
Securities will no longer be deemed to be outstanding, (ii) DTC or its
nominee, as a record holder of Capital Securities, will receive a
registered global certificate or certificates representing the Junior
Subordinated Debentures to be delivered upon such distribution and (iii)
any certificates representing Capital Securities held in certificated form
will be deemed to represent Junior Subordinated Debentures having an
aggregate principal amount equal to the liquidation amount of such Capital
Securities, and bearing accrued and unpaid interest in an amount equal to
the accrued and unpaid Distributions on such Capital Securities until such
certificates are presented for cancellation whereupon the Company will
issue to such holder, and the Indenture Trustee will authenticate, a
certificate representing such Junior Subordinated Debentures.

TRUST ENFORCEMENT EVENTS

An Indenture Event of Default constitutes a Trust Enforcement Event
under the Declaration of Trust with respect to the Trust Securities,
provided that pursuant to the Declaration of Trust, the holder of the
Common Securities will be deemed to have waived any Trust Enforcement Event
with respect to the Common Securities until all Trust Enforcement Events
with respect to the Capital Securities have been cured, waived or otherwise
eliminated. Until such Trust Enforcement Event with respect to the Capital
Securities has been so cured, waived or otherwise eliminated, the Property
Trustee will be deemed to be acting solely on behalf of the holders of the
Capital Securities and only the holders of the Capital Securities will have
the right to direct the Property Trustee with respect to certain matters
under the Declaration of Trust, and therefore the Indenture.

Upon the occurrence of a Trust Enforcement Event, the Indenture
Trustee or the Property Trustee as the holder of the Junior Subordinated

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Debentures will have the right under the Indenture to declare the principal
of and interest on the Junior Subordinated Debentures to be immediately due
and payable. Each of the Company and the Trust is required to file annually
with the Property Trustee an officer's certificate as to its compliance
with all conditions and covenants under the Declaration of Trust.

If the Property Trustee fails to enforce its rights with respect to
the Junior Subordinated Debentures held by the Trust after the holder of
record of Capital Securities has made a written request, such record holder
of Capital Securities may institute legal proceedings directly against the
Company to enforce the Property Trustee's rights under such Junior
Subordinated Debentures without first instituting any legal proceedings
against such Property Trustee or any other person or entity. In addition,
if a Trust Enforcement Event has occurred and is continuing and such event
is attributable to the failure of the Company to pay interest, principal or
other required payments on the Junior Subordinated Debentures issued to the
Trust on the date such interest, principal or other payment is otherwise
payable, then a record holder of Capital Securities may, on or after the
respective due dates specified in the Junior Subordinated Debentures,
institute a proceeding directly against the Company under the Indenture for
enforcement of payment on Junior Subordinated Debentures having a principal
amount equal to the aggregate liquidation amount of the Capital Securities
held by such holder. In connection with such Direct Action, the Company
will be subrogated to the rights of such record holder of Capital
Securities to the extent of any payment made by the Company to such record
holder of Capital Securities.

VOTING RIGHTS; AMENDMENT OF THE DECLARATION OF TRUST

Except as provided below and under "Description of New Guarantee--
Amendments and Assignment" and as otherwise required by law and the
Declaration of Trust, the holders of Capital Securities will have no voting
rights.

So long as any Junior Subordinated Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee
or executing any trust or power conferred on the Property Trustee with
respect to such Junior Subordinated Debentures, (ii) waive any past default
that is waivable under the Indenture, (iii) exercise any right to rescind
or annul a declaration that the principal of all the Junior Subordinated
Debentures shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or such Junior Subordinated
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the holders of a majority in aggregate
liquidation amount of all outstanding Capital Securities; PROVIDED,
HOWEVER, that where a consent under the Indenture would require the consent
or act of each holder of Junior Subordinated Debentures affected thereby,
no such consent shall be given by the Property Trustee without the prior

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consent of each holder of Capital Securities. The Trustees shall not revoke
any action previously authorized or approved by a vote of the holders of
Capital Securities except pursuant to a subsequent vote of the holders of
the Capital Securities. The Property Trustee shall notify each holder of
record of Capital Securities of any notice of default which it receives
with respect to the Junior Subordinated Debentures. In addition to
obtaining the foregoing approvals of the holders of Capital Securities,
prior to taking any of the foregoing actions, the Trustees shall receive an
opinion of counsel experienced in such matters to the effect that such
modification will not cause more than an insubstantial risk that the Trust
will be deemed an investment company under the Investment Company Act, or
that the Trust will not be classified as other than a grantor trust for
U.S. federal income tax purposes on account of such action.

The Declaration of Trust may be amended from time to time by the
Regular Trustees (and in certain circumstances the Property Trustee and the
Delaware Trustee), without the consent of the holders of Capital
Securities, (i) to cure any ambiguity, correct or supplement any provisions
in the Declaration of Trust that may be inconsistent with any other
provision, or to make any other provisions with respect to matters or
questions arising under the Declaration of Trust that shall not be
inconsistent with the other provisions of the Declaration of Trust or (ii)
to modify, eliminate or add to any provisions of the Declaration of Trust
to such extent as shall be necessary to ensure that the Trust will be
classified as a grantor trust and will not be taxable as a corporation for
U.S. federal income tax purposes at all times that any Capital Securities
and Common Securities are outstanding or to ensure that the Trust will not
be required to register as an "investment company" under the Investment
Company Act or (iii) to conform to any change in Rule 3a-5 under the
Investment Company Act or written change in interpretation or application
of Rule 3a-5 by any legislative body, court, government agency or
regulatory authority which amendment or change does not have a material
adverse effect on the rights, preferences or privileges of the holders;
PROVIDED, HOWEVER, that such action shall not adversely affect in any
material respect the interests of any holder of Capital Securities or
Common Securities, and any amendments of the Declaration of Trust shall
become effective when notice thereof is given to the holders of Capital
Securities and Common Securities. The Declaration of Trust may be amended
by the holders of a majority of the Common Securities and the Regular
Trustees with (i) the consent of holders representing not less than a
majority (based upon liquidation amounts) of the outstanding Capital
Securities and (ii) receipt by the Regular Trustees of an opinion of
counsel to the effect that such amendment or the exercise of any power
granted to the Regular Trustees in accordance with such amendment will not
affect the Trust's status as a grantor trust for U.S. federal income tax
purposes or the Trust's exemption from status as an "investment company"
under the Investment Company Act, PROVIDED, FURTHER that without the
consent of each holder of Capital Securities and Common Securities affected
thereby, the Declaration of Trust may not be amended to (i) change the

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amount or timing of any Distribution on the Capital Securities and Common
Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Capital Securities and Common
Securities as of a specified date or (ii) restrict the right of a holder of
Capital Securities or Common Securities to institute suit for the
enforcement of any such payment on or after such date.

Any required approval of holders of Capital Securities may be given at
a meeting of holders of Capital Securities convened for such purpose or
pursuant to written consent. The Regular Trustees will cause a notice of
any meeting at which holders of Capital Securities are entitled to vote, or
of any matter upon which action by written consent of such holders is to be
taken, to be given to each holder of record of Capital Securities in the
manner set forth in the Declaration of Trust.

No vote or consent of the holders of Capital Securities will be
required for the Trust to redeem and cancel its Capital Securities in
accordance with the Declaration of Trust.

Notwithstanding that holders of Capital Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Capital Securities that are owned by the Company, the Trustees or any
affiliate of the Company or any Trustees, shall, for purposes of such vote
or consent, be treated as if they were not outstanding.

EXPENSES AND TAXES

In the Indenture, the Company, as borrower, has agreed to pay all
debts and other obligations (other than with respect to the Capital
Securities) and all costs and expenses of the Trust (including costs and
expenses relating to the organization of the Trust, the fees and expenses
of the Trustees and the costs and expenses relating to the operation of the
Trust) and to pay any and all taxes and all costs and expenses with respect
thereto (other than U.S. withholding taxes) to which the Trust might become
subject. The foregoing obligations of the Company under the Indenture are
for the benefit of, and shall be enforceable by, any person to whom any
such debts, obligations, costs, expenses and taxes are owed (a "Creditor")
whether or not such Creditor has received notice thereof. Any such Creditor
may enforce such obligations of the Company directly against the Company,
and the Company has irrevocably waived any right or remedy to require that
any such Creditor take any action against the Trust or any other person
before proceeding against the Company. The Company has also agreed in the
Indenture to execute such additional agreements as may be necessary or
desirable to give full effect to the foregoing.

REGISTRAR AND TRANSFER AGENT

Bankers Trust Company is acting as the initial registrar and transfer
agent for the Capital Securities.

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Registration of transfers of Capital Securities will be effected
without charge by or on behalf of the Trust, but the Trust may require
payment of any tax or other governmental charges that may be imposed in
connection with any transfer or exchange. The Trust will not be required
(i) to register or cause to be registered the transfer or exchange of the
Capital Securities during a period beginning at the opening of business 15
days before the day of the mailing of the relevant notice of redemption and
ending at the close of business on the day of mailing of such notice of
redemption or (ii) to register or cause to be registered the transfer or
exchange of any Capital Securities so selected for redemption, except in
the case of any Capital Securities being redeemed in part, any portion
thereof not to be redeemed.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, other than during the occurrence and continuance
of a Trust Enforcement Event, undertakes to perform only such duties as are
specifically set forth in the Declaration of Trust and, after a Trust
Enforcement Event, must exercise the same degree of care and skill as a
prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Property Trustee is under no
obligation to exercise any of the powers vested in it by the Declaration of
Trust at the request of any holder of Capital Securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities
that might be incurred thereby. If no Trust Enforcement Event has occurred
and is continuing and the Property Trustee is required to decide between
alternative causes of action, required to construe ambiguous provisions in
the Declaration of Trust or is unsure of the application of any provision of
the Declaration of Trust, and the matter is not one on which holders of
Capital Securities are entitled under the Declaration of Trust to vote,
then the Property Trustee may, but shall be under no duty to, take such
action as is directed by the Company and, if not so directed, shall take
such action as it deems advisable and in the best interests of the holders
of the Capital Securities and the Common Securities and will have no
liability except for its own bad faith, negligence or willful misconduct.

PAYMENT AND PAYING AGENCY

Payments in respect of the Global Capital Securities (as defined
herein) shall be made to DTC, which shall credit the relevant accounts at
DTC on the applicable Distribution Dates or, if the Capital Securities are
held in certificated form, such payments shall be made by check mailed to
the address of the holder entitled thereto as such address shall appear on
the register maintained by the registrar. The paying agent (the "Paying
Agent") shall initially be the Property Trustee and any co-paying agent
chosen by the Property Trustee and acceptable to the Regular Trustees and
the Company. The Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Property Trustee and the Company. In
the event that the Property Trustee shall no longer be the Paying Agent,

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the Regular Trustees shall appoint a successor (which shall be a bank or
trust company acceptable to the Regular Trustees and the Company) to act as
Paying Agent.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST

The Trust may not merge with or into, consolidate, amalgamate or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except as
described below. The Trust may, at the request of the Company with the
consent of the majority of the Regular Trustees, merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as
such under the laws of any state; PROVIDED THAT (i) such successor entity
(if not the Trust) either (A) expressly assumes all of the obligations of
the Trust with respect to the Capital Securities or (B) substitutes for the
Capital Securities other securities having substantially the same terms as
the Capital Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Capital Securities rank in
priority with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) if the Trust is not the successor entity,
the Company expressly appoints a trustee of such successor entity
possessing the same powers and duties as the Property Trustee as the holder
of the Junior Subordinated Debentures, (iii) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Capital Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (iv) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of
the holders of the Capital Securities (including any Successor Securities)
in any material respect, (v) such successor entity has a purpose identical
to that of the Trust, (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Company has
received an opinion from independent counsel to the Trust experienced in
such matters to the effect that (A) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Capital
Securities (including any Successor Securities) in any material respect and
(B) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, (1) neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act and (2) the Trust or the successor entity will
continue to be classified as a grantor trust for U.S. federal income tax
purposes, (vii) the Company or any permitted successor or assignee owns all
of the Common Securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at
least to the extent provided by the Guarantee and (viii) such successor
entity (if not the Trust) expressly assumes all of the obligations of the
Trust with respect to the Trustees. Notwithstanding the foregoing, the

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Trust shall not, except with the consent of holders of 100% in aggregate
liquidation amount of the Capital Securities, consolidate, amalgamate,
merge with or into, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to any other entity or
permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor entity
to be classified as other than a grantor trust for U.S. federal income tax
purposes.

MERGER OR CONSOLIDATION OF TRUSTEES

Any corporation into which the Property Trustee or the Delaware
Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to
which such Trustee shall be a party, or any corporation succeeding to all
or substantially all the corporate trust business of such Trustee, shall be
the successor of such Trustee under the Declaration of Trust, provided such
corporation shall be otherwise qualified and eligible.

DESCRIPTION OF NEW JUNIOR SUBORDINATED DEBENTURES

Concurrently with the issuance of the Capital Securities, the Trust
invested the proceeds thereof, together with the consideration paid by the
Company for the Common Securities, in Old Junior Subordinated Debentures
issued by the Company. Pursuant to the Exchange Offer, the Company will
exchange the Old Junior Subordinated Debentures, in an amount corresponding
to the Old Capital Securities accepted for exchange, for a like aggregate
principal amount of New Junior Subordinated Debentures as soon as
practicable after the date hereof.

The following is a description of the New Junior Subordinated
Debentures. Because the New Junior Subordinated Debentures are identical
in all material respects to the Old Junior Subordinated Debentures (except
that the New Junior Subordinated Debentures have been registered under the
Securities Act and the Old Junior Subordinated Debentures have not been so
registered), the following discussion refers simply to the "Junior
Subordinated Debentures" and is applicable to both the New Junior
Subordinated Debentures and the Old Junior Subordinated Debentures, unless
otherwise noted.

The Old Junior Subordinated Debentures were issued and the New Junior
Subordinated Debentures are to be issued as a separate series under an
Indenture (the "Indenture") between the Company and Bankers Trust Company,
as trustee (the "Indenture Trustee"). The Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"). This summary of certain terms and provisions of the Junior
Subordinated Debentures and the Indenture does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the
Indenture.
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GENERAL

The Junior Subordinated Debentures are and will be in the principal
amount equal to the aggregate liquidation amount of the Capital Securities
plus the Company's concurrent investment in the Common Securities. It is
anticipated that, until the liquidation, if any, of the Trust, each Junior
Subordinated Debenture will be held in the name of the Property Trustee in
trust for the benefit of the holders of the Capital Securities and the
Common Securities. The Junior Subordinated Debentures will bear interest at
a variable annual rate equal to LIBOR plus 0.80% on the principal amount
thereof, payable quarterly in arrears on the 1st day of February, May,
August and November of each year (each, an "Interest Payment Date"),
commencing May 1, 1997, to the person in whose name each Junior
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the fifteenth day preceding the relevant Interest
Payment Date. The amount of interest payable for any period will be
computed on the basis of the actual number of days elapsed in a year of
twelve 30-day months. In the event that any date on which interest is
payable on the Junior Subordinated Debentures is not a Business Day, then
payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if
made on the date such payment was originally payable. Accrued interest that
is not paid on the applicable Interest Payment Date will bear additional
interest on the amount thereof (to the extent permitted by law) at a
variable annual rate equal to LIBOR plus 0.80%, compounded quarterly. The
term "interest" as used herein shall include quarterly interest payments,
interest on quarterly interest payments not paid on the applicable Interest
Payment Date and any Additional Interest, as applicable.

The Junior Subordinated Debentures will mature on February 1, 2027
(the "Stated Maturity").

The Junior Subordinated Debentures will be unsecured and will rank
junior and be subordinate in right of payment to all Indebtedness (as
defined below) of the Company. The Indenture does not limit the incurrence
or issuance of other secured or unsecured debt of the Company, whether
under the Indenture or any existing or other indenture that the Company may
enter into in the future or otherwise. See "Description of New Junior
Subordinated Debentures--Subordination."

The Indenture does not limit the aggregate principal amount of Junior
Subordinated Debentures that may be issued thereunder.

The general provisions of the Indenture do not afford holders of the
Junior Subordinated Debentures protection in the event of a highly
leveraged or other transaction involving the Company that may adversely
affect holders of the Junior Subordinated Debentures.

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INTEREST

Bankers Trust Company, as Calculation Agent (the "Calculation Agent"),
will calculate the interest rate for each quarterly interest period based
on LIBOR determined as of two London Business Days (defined as any day,
other than a Saturday or Sunday, on which banks are open for business in
London) prior to the first day of such interest period (each, a
"Determination Date"). "LIBOR" means, with respect to a quarterly interest
period relating to an Interest Payment Date (in the following order of
priority):

(i) the rate (expressed as a percentage per annum) for Eurodollar
deposits having a three-month maturity that appears on Telerate Page 3750
as of 11:00 a.m. (London time) on the related Determination Date;

(ii) if such rate does not appear on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date, LIBOR will be the
arithmetic mean (if necessary rounded upwards to the nearest whole multiple
of .00001%) of the rates (expressed as percentages per annum) for
Eurodollar deposits having a three-month maturity that appear on Reuters
Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00 a.m.
(London time) on such Determination Date;

(iii) if such rate does not appear on Reuters Page LIBO as of 11:00
a.m. (London time) on the related Determination Date, the Calculation Agent
will request the principal London offices of four leading banks in the
London interbank market to provide such banks' offered quotations
(expressed as percentages per annum) to prime banks in the London interbank
market for Eurodollar deposits having a three-month maturity as of 11:00
a.m. (London time) on such Determination Date. If at least two quotations
are provided, LIBOR will be the arithmetic mean (if necessary rounded
upwards to the nearest whole multiple of .00001%) of such quotations;

(iv) if fewer than two such quotations are provided as requested in
clause (iii) above, the Calculation Agent will request four major New York
City banks to provide such banks' offered quotations (expressed as
percentages per annum) to leading European banks for loans in Eurodollars
as of 11:00 a.m. (London time) on such Determination Date. If at least two
such quotations are provided, LIBOR will be the arithmetic mean (if
necessary rounded upwards to the nearest whole multiple of .00001%) of such
quotations; and

(v) if fewer than two such quotations are provided as requested in
clause (iv) above, LIBOR will be LIBOR determined with respect to the
interest period immediately preceding such current interest period.

If the rate for Eurodollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case
may be, as of 11:00 a.m. (London time) on the related Determination Date is

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superseded on Telerate Page 3750 or Reuters Page LIBO, as the case may be,
by a corrected rate before 12:00 noon (London time) on such Determination
Date, the corrected rate as so substituted on the applicable page will be
the applicable LIBOR for such Determination Date.

Absent manifest error, the Calculation Agent's determination of LIBOR
and its calculation of the applicable dividend rate for each interest
period will be final and binding. Investors may obtain the interest rates
for the current and preceding interest period by writing or calling
Corporate Trust Administration at the Calculation Agent at Bankers Trust
Company, 4 Albany Street, 4th Floor, New York, New York 10006 (telephone
(800) 735-7777).

OPTION TO EXTEND INTEREST PAYMENT PERIOD

So long as no Indenture Event of Default has occurred and is
continuing, the Company has the right under the Indenture to defer the
payment of interest at any time or from time to time for a period not
exceeding 20 consecutive quarters with respect to each Extension Period,
provided that no Extension Period may extend beyond the Stated Maturity of
the Junior Subordinated Debentures. At the end of such Extension Period,
the Company must pay all interest then accrued and unpaid (together with
interest thereon at a variable annual rate equal to LIBOR plus 0.80%,
compounded quarterly, to the extent permitted by applicable law). During an
Extension Period, interest will continue to accrue and holders of Junior
Subordinated Debentures (or holders of Capital Securities while the Capital
Securities are outstanding) will be required to accrue interest income (as
OID) for U.S. federal income tax purposes. See "Certain United States
Federal Income Tax Consequences--Interest Income and Original Issue
Discount."

During any such Extension Period, the Company may not, and may not
permit any subsidiary of the Company to, (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of the Company's capital stock or (ii) make
any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank PARI
PASSU with or junior in interest to the Junior Subordinated Debentures or
make any guarantee payments with respect to any guarantee by the Company of
the debt securities of any subsidiary of the Company if such guarantee
ranks PARI PASSU with or junior in interest to the Junior Subordinated
Debentures (other than (A) repurchases, redemptions or other acquisitions
of shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit
of any one or more employees, officers, directors or consultants, or in
connection with a dividend reinvestment or shareholder stock purchase plan,
(B) as a result of an exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of the
Company) for any other class or series of the Company's capital stock or of

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any class or series of the Company's indebtedness for any class or series
of the Company's capital stock, (C) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted
or exchanged, (D) any declaration of a dividend in connection with any
shareholder's rights plan, or the issuance of rights, stock or other
property under any shareholder's rights plan, or the redemption or
repurchase of rights pursuant thereto or (E) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid (or ranks PARI
PASSU with or junior to such stock)). Prior to the termination of any such
Extension Period, the Company may further extend the Extension Period,
provided that no Extension Period may exceed 20 consecutive quarters or
extend beyond the Stated Maturity of the Junior Subordinated Debentures.
Upon the termination of any such Extension Period and the payment of all
amounts then due on any Interest Payment Date, the Company may elect to
begin a new Extension Period subject to the above requirements. No interest
shall be due and payable during an Extension Period, except at the end
thereof. The Company must give the Property Trustee, the Regular Trustees
and the Indenture Trustee notice of its election of such Extension Period
not less than one Business Day prior to such record date. The Property
Trustee shall give notice of the Company's election to begin a new
Extension Period to the holders of the Capital Securities.

REDEMPTION

The Junior Subordinated Debentures are not redeemable prior to
February 1, 2007 unless a Special Event has occurred. The Junior
Subordinated Debentures are redeemable prior to maturity at the option of
the Company, subject to the receipt of any necessary prior approval of the
Federal Reserve, (i) on or after February 1, 2007, in whole or in part at
any time, at a redemption price equal to the principal amount of the Junior
Subordinated Debentures so redeemed plus accrued and unpaid interest, if
any, to the date of redemption or (ii) at any time in whole (but not in
part), within 120 days of the occurrence of a Special Event, at such
redemption price.

If the Junior Subordinated Debentures are redeemed, the Trust must
redeem Trust Securities having an aggregate liquidation amount equal to the
aggregate principal amount of Junior Subordinated Debentures so redeemed.
See "Description of New Capital Securities--Redemption."

Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Junior
Subordinated Debentures to be redeemed at its registered address. Unless
the Company defaults in payment of the redemption price, on and after the
redemption date interest ceases to accrue on such Junior Subordinated
Debentures or portions thereof called for redemption.

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CERTAIN COVENANTS OF THE COMPANY

Under the Indenture, if and so long as the Trust is the holder of all
of the Junior Subordinated Debentures, the Company, as borrower, will pay
to the Trust all fees and expenses related to the Trust and will pay,
directly or indirectly, all ongoing costs, expenses and liabilities of the
Trust (including any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States
or any domestic taxing authority upon the Trust but excluding obligations
under the Capital Securities and Common Securities).

The Company will also covenant that it will not, and will not permit
any subsidiary of the Company to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation
payment with respect to, any of the Company's capital stock or (ii) make
any payment of principal, interest or premium, if any, on or repay or
repurchase or redeem any debt securities of the Company that rank PARI
PASSU with or junior in interest to the Junior Subordinated Debentures or
make any guarantee payments with respect to any guarantee by the Company of
the debt securities of any subsidiary of the Company if such guarantee
ranks PARI PASSU with or junior in interest to the Junior Subordinated
Debentures (other than (A) repurchases, redemptions or other acquisitions
of shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit
of any one or more employees, officers, directors or consultants, or in
connection with a dividend reinvestment or shareholder stock purchase plan,
(B) as a result of an exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of the
Company) for any other class or series of the Company's capital stock or of
any class or series of the Company's indebtedness for any class or series
of the Company's capital stock, (C) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted
or exchanged, (D) any declaration of a dividend in connection with any
shareholder's rights plan, or the issuance of rights, stock or other
property under any shareholder's rights plan, or the redemption or
repurchase of rights pursuant thereto or (E) any dividend in the form of
stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid (or ranks PARI
PASSU with or junior to such stock)) if at such time (x) there shall have
occurred any event of which the Company has actual knowledge that (1) with
the giving of notice or the lapse of time, or both, would constitute an
Indenture Event of Default with respect to Junior Subordinated Debentures
and (2) in respect of which the Company shall not have taken reasonable
steps to cure, (y) the Company shall be in default with respect to its
payment of any obligations under the Guarantee or (z) the Company shall
have given notice of its election of an Extension Period as provided in the

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Indenture and shall not have rescinded such notice, or such Extension
Period, or any extension thereof, shall be continuing.

SUBORDINATION

In the Indenture, the Company has covenanted and agreed that any
Junior Subordinated Debentures issued thereunder will be subordinated and
junior in right of payment to all Indebtedness to the extent provided in
the Indenture. Upon any payment or distribution of assets of the Company
upon any liquidation, dissolution, winding-up, reorganization, assignment
for the benefit of creditors, marshaling of assets or any bankruptcy,
insolvency, debt restructuring or similar proceedings in connection with
any insolvency or bankruptcy proceeding of the Company, the holders of
Indebtedness will first be entitled to receive payment in full of principal
of and premium, if any, and interest, if any, on such Indebtedness before
the holders of Junior Subordinated Debentures or the Property Trustee on
behalf of the holders of Capital Securities will be entitled to receive or
retain any payment in respect of the principal of and premium, if any, or
interest, if any, on the Junior Subordinated Debentures; PROVIDED, HOWEVER,
that holders of Indebtedness shall not be entitled to receive payment of
any such amounts to the extent that such holders would be required by the
subordination provisions of such Indebtedness to pay such amounts over to
the obligees on trade accounts payable or other liabilities arising in the
ordinary course of the Company's business.

In the event of the acceleration of the maturity of any Junior
Subordinated Debentures, the holders of all Indebtedness outstanding at the
time of such acceleration will first be entitled to receive payment in full
of all amounts then due thereon (including any amounts due upon
acceleration) before the holders of Junior Subordinated Debentures will be
entitled to receive or retain any payment in respect of the principal of
and premium, if any, or interest, if any, on the Junior Subordinated
Debentures; PROVIDED, HOWEVER, that holders of Indebtedness shall not be
entitled to receive payment of any such amounts to the extent that such
holders would be required by the subordination provisions of such
Indebtedness to pay such amounts over to the obligees on trade accounts
payable or other liabilities arising in the ordinary course of the
Company's business.

No payments on account of principal or premium, if any, or interest,
if any, in respect of the Junior Subordinated Debentures may be made if
there shall have occurred and be continuing a default in any payment with
respect to Indebtedness, or an event of default with respect to any
Indebtedness resulting in the acceleration of the maturity thereof, or if
any judicial proceeding shall be pending with respect to any such default.

"Indebtedness" means, whether recourse is to all or a portion of the
assets of the Company and whether or not contingent, (i) every obligation
of the Company for money borrowed; (ii) every obligation of the Company

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evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of
property, assets or businesses and including the Company's 6-5/8%
Subordinated Notes due November 15, 2005; (iii) every reimbursement
obligation of the Company with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of the Company;
(iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of business);
(v) every capital lease obligation of the Company; (vi) every obligation of
the Company for claims (as defined in Section 101(4) of the United States
Bankruptcy Code of 1978, as amended) in respect of derivative products such
as interest and foreign exchange rate contracts, commodity contracts and
similar arrangements; and (vii) every obligation of the type referred to in
clauses (i) through (vi) of another person and all dividends of another
person the payment of which, in either case, the Company has guaranteed or
is responsible or liable, directly or indirectly, as obligor or otherwise;
PROVIDED THAT "Indebtedness" shall not include (i) any obligations which,
by their terms, are expressly stated to rank PARI PASSU in right of payment
with, or to not be superior in right of payment to, the Junior Subordinated
Debentures, (ii) any indebtedness of the Company which when incurred and
without respect to any election under Section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, was without recourse to the Company,
(iii) any indebtedness of the Company to any of its subsidiaries, (iv) any
indebtedness of the Company to any employee of the Company or (v) any
indebtedness in respect of debt securities issued to any trust, or a
trustee of such trust, partnership or other entity affiliated with the
Company that is a financing entity of the Company in connection with the
issuance of such financing entity of securities that are similar to the
Capital Securities.

The Indenture places no limitation on the amount of additional
Indebtedness that may be incurred by the Company or any indebtedness or
other liabilities that may be incurred by the Company's subsidiaries. As of
December 31, 1996, Indebtedness of the Company aggregated approximately
$171 million, and the Company's subsidiaries had indebtedness and other
liabilities of approximately $1.4 billion to which the Junior Subordinated
Debentures would be effectively subordinated.

INDENTURE EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events with respect to the Junior Subordinated Debentures that has occurred
and is continuing constitutes an "Indenture Event of Default" with respect
to the Junior Subordinated Debentures:

(i) failure for 30 days to pay any interest on the Junior
Subordinated Debentures when due (subject to the deferral of any due date
in the case of an Extension Period); or

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(ii) failure to pay any principal on the Junior Subordinated
Debentures when due whether at maturity, upon redemption, by declaration of
acceleration or otherwise; or

(iii) failure to observe or perform in any material respect any other
covenant contained in the Indenture for 90 days after written notice to the
Company from the Indenture Trustee or the holders of at least 25% in
aggregate outstanding principal amount of outstanding Junior Subordinated
Debentures; or

(iv) certain events in bankruptcy, insolvency or reorganization of the
Company.

The holders of a majority in aggregate outstanding principal amount of
Junior Subordinated Debentures have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Indenture Trustee. The Indenture Trustee or the holders of not less than
25% in aggregate outstanding principal amount of Junior Subordinated
Debentures may declare the principal due and payable immediately upon an
Indenture Event of Default, and, should the Indenture Trustee or such
holders of such Junior Subordinated Debentures fail to make such
declaration, the holders of at least 25% in aggregate liquidation amount of
the Capital Securities shall have such right. The holders of a majority in
aggregate outstanding principal amount of Junior Subordinated Debentures
may annul such declaration and waive the default if the default (other than
the non-payment of the principal of Junior Subordinated Debentures which
has become due solely by such acceleration) has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Indenture
Trustee, and should the holders of such Junior Subordinated Debentures fail
to annul such declaration and waive such default, the holders of a majority
in aggregate liquidation amount of the Capital Securities shall have such
right.

The holders of a majority in aggregate outstanding principal amount of
the Junior Subordinated Debentures affected thereby may, on behalf of the
holders of all the Junior Subordinated Debentures, waive any past default,
except a default in the payment of principal or interest (unless such
default has been cured and a sum sufficient to pay all matured installments
of interest and principal due otherwise than by acceleration has been
deposited with the Indenture Trustee) or a default in respect of a covenant
or provision which under the Indenture cannot be modified or amended
without the consent of the holder of each outstanding Junior Subordinated
Debentures; PROVIDED, HOWEVER, that such waiver or modification to such
waiver shall not be effective until the holders of a majority in
liquidation preference of Capital Securities shall have consented to such
waiver or modification to such waiver; PROVIDED, FURTHER, that if the
consent of the holder of each of the outstanding Junior Subordinated
Debentures is required, such waiver shall not be effective until each

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holder of the Capital Securities shall have consented to such waiver. The
Company is required to file annually with the Indenture Trustee a
certificate as to whether or not the Company is in compliance with all the
conditions and covenants applicable to it under the Indenture.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF NEW CAPITAL SECURITIES

If an Indenture Event of Default has occurred and is continuing and
such event is attributable to the failure of the Company to pay interest or
principal on the Junior Subordinated Debentures on the date such interest
or principal is otherwise payable, a holder of Capital Securities may
institute a Direct Action for payment. The Company may not amend the
Indenture to remove the foregoing right to bring a Direct Action without
the prior written consent of the holders of all of the Capital Securities.
Notwithstanding any payment made to such holder of Capital Securities by
the Company in connection with a Direct Action, the Company shall remain
obligated to pay the principal of or interest on the Junior Subordinated
Debentures held by the Trust or the Property Trustee and the Company shall
be subrogated to the rights of the holder of such Capital Securities with
respect to payments on the Capital Securities to the extent of any payments
made by the Company to such holder in any Direct Action. The holders of
Capital Securities will not be able to exercise directly any other remedy
available to the holders of the Junior Subordinated Debentures.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Indenture provides that the Company shall not consolidate with or
merge into any other Person (as defined in the Indenture) or convey, transfer
or lease its properties and assets substantially as an entirety to any
Person, unless (i) in case the Company consolidates with or merges into
another Person or conveys, transfers or leases its properties and assets
substantially as an entirety to any Person, the successor Person is organized
under the laws of the United States or any state or the District of Columbia,
and such successor Person (if other than the Company) expressly assumes the
Company's obligations under the Junior Subordinated Debentures issued under
the Indenture; (ii) immediately after giving effect thereto, no Indenture
Event of Default, and no event which, after notice or lapse of time or both,
would become an Indenture Event of Default, shall have happened and be
continuing; (iii) if at the time any Capital Securities are outstanding,
such transaction is permitted under the Declaration of Trust and the
Guarantee and does not give rise to any breach or violation of the
Declaration of Trust or the Guarantee; (iv) any such lease shall provide that
it will remain in effect so long as any Junior Subordinated Debentures are
outstanding; and (v) certain other conditions prescribed in the Indenture are
met.

MODIFICATION OF INDENTURE

From time to time the Company and the Indenture Trustee may, without
the consent of the holders of the Junior Subordinated Debentures, amend,
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waive or supplement the Indenture for specified purposes, including, among
other things, curing ambiguities, defects or inconsistencies (provided that
any such action does not materially adversely affect the interest of the
holders of Junior Subordinated Debentures) and qualifying, or maintaining
the qualification of, the Indenture under the Trust Indenture Act. The
Indenture contains provisions permitting the Company and the Indenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of outstanding Junior Subordinated Debentures affected, to
modify the Indenture in a manner affecting the rights of the holders of
such Junior Subordinated Debentures; PROVIDED THAT no such modification
may, without the consent of the holder of each outstanding Junior
Subordinated Debenture so affected, (i) change the stated maturity of
Junior Subordinated Debentures, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon (except
such extension as is contemplated hereby) or (ii) reduce the percentage of
principal amount of Junior Subordinated Debentures the holders of which are
required to consent to any such modification of the Indenture, PROVIDED
THAT, so long as any Capital Securities remain outstanding, no such
modification may be made that adversely affects the holders of such Capital
Securities in any material respect, and no termination of the Indenture may
occur, and no waiver of any Indenture Event of Default or compliance with
any covenant under the Indenture may be effective, without the prior
consent of the holders of at least a majority of the aggregate liquidation
amount of the outstanding Capital Securities unless and until the principal
of the Junior Subordinated Debentures and all accrued and unpaid interest
thereon have been paid in full and certain other conditions are satisfied.

DEFEASANCE AND DISCHARGE

The Indenture provides that the Company, at the Company's option: (i)
will be discharged from any and all obligations in respect of the Junior
Subordinated Debentures (except for certain obligations to register the
transfer or exchange of Junior Subordinated Debentures, replace stolen,
lost or mutilated Junior Subordinated Debentures, maintain paying agencies
and hold moneys for payment in trust) or (ii) need not comply with certain
restrictive covenants of the Indenture (including that described in the
second paragraph under "Certain Covenants of the Company"), in each case if
the Company deposits, in trust with the Indenture Trustee, money or U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, in an
amount sufficient to pay all the principal of, and interest and premium, if
any, on the Junior Subordinated Debentures on the dates such payments are
due in accordance with the terms of such Junior Subordinated Debentures. To
exercise any such option, the Company is required to deliver to the
Indenture Trustee an opinion of counsel to the effect that the deposit and
related defeasance would not cause the holders of the Junior Subordinated
Debentures to recognize income, gain or loss for U.S. federal income tax
purposes.

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DISTRIBUTIONS OF JUNIOR SUBORDINATED DEBENTURES; BOOK-ENTRY ISSUANCE

Under certain circumstances involving the termination of the Trust,
Junior Subordinated Debentures may be distributed to the holders of the
Capital Securities in liquidation of the Trust after satisfaction of
liabilities to creditors of the Trust as provided by applicable law. If
distributed to holders of Capital Securities in liquidation, the Junior
Subordinated Debentures will initially be issued in the form of global
securities and certificated securities. DTC, or any successor depositary,
will act as depositary for such global securities. It is anticipated that
the depositary arrangements for such global securities would be
substantially identical to those in effect for the Capital Securities. For
a description of global securities and certificated securities, see "Book-
Entry Issuance."

There can be no assurance as to the market price of any Junior
Subordinated Debentures that may be distributed to the holders of Capital
Securities.

PAYMENT AND PAYING AGENTS

Bankers Trust Company initially will act as Paying Agent with respect
to the Junior Subordinated Debentures. The Company at any time may
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent
acts, except that the Company will be required to maintain a Paying Agent
at the place of payment.

Any moneys deposited with the Indenture Trustee or any Paying Agent,
or then held by the Company in trust, for the payment of the principal of
and premium, if any, or interest on any Junior Subordinated Debentures and
remaining unclaimed for one year after such principal and premium, if any,
or interest has become due and payable shall, at the request of the
Company, be repaid to the Company and the holder of such Junior
Subordinated Debentures shall thereafter look, as a general unsecured
creditor, only to the Company for payment thereof.

GOVERNING LAW

The Indenture and the Junior Subordinated Debentures are and will be
governed by and construed in accordance with the laws of the State of New
York.

INFORMATION CONCERNING THE INDENTURE TRUSTEE

The Indenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the
Trust Indenture Act. Subject to such provisions, the Indenture Trustee is
under no obligation to exercise any of the powers vested in it by the

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Indenture at the request of any holder of Junior Subordinated Debentures,
unless offered reasonable indemnity by such holder against the costs,
expenses and liabilities which might be incurred thereby. The Indenture
Trustee is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the
Indenture Trustee reasonably believes that repayment or adequate indemnity
is not reasonably assured to it.

DESCRIPTION OF NEW GUARANTEE

The Old Guarantee was executed and delivered by the Company
concurrently with the issuance by the Trust of the Old Capital Securities
for the benefit of the holders from time to time of such Old Capital
Securities. As soon as practicable after the date hereof, the Old
Guarantee will be exchanged by the Company for the New Guarantee for the
benefit of the holders from time to time of the Capital Securities. The
New Guarantee has been qualified under the Trust Indenture Act. As used
herein, the term "Guarantee" refers to both the Old Guarantee and the New
Guarantee (to the extent it replaces the Old Guarantee).

Bankers Trust Company will act as trustee ("Guarantee Trustee") under
the Guarantee. The Guarantee Trustee will hold the Guarantee on behalf of
the Trust for the benefit of the holders of the Capital Securities. This
summary of certain provisions of the Guarantee does not purport to be
complete and is subject to, and qualified in its entirety by reference to,
all of the provisions of the Guarantee, including the definitions therein
of certain terms.

GENERAL

The Company will irrevocably and unconditionally agree to pay in full
on a subordinated basis, to the extent set forth in the Guarantee and
described herein, the Guarantee Payments (as defined below) to the holders
of the Capital Securities, as and when due, regardless of any defense,
right of set-off or counterclaim that the Trust may have or assert, other
than the defense of payment. The following payments with respect to the
Capital Securities, to the extent not paid by or on behalf of the Trust
(the "Guarantee Payments"), will be subject to the Guarantee: (i) any
accumulated and unpaid Distributions required to be paid on the Capital
Securities, to the extent that the Trust has sufficient funds available
therefor at the time, (ii) the redemption price with respect to any Capital
Securities called for redemption, to the extent that the Trust has
sufficient funds available therefor at such time and (iii) upon a voluntary
or involuntary dissolution, winding up or termination of the Trust (unless
the Junior Subordinated Debentures are distributed to holders of the
Capital Securities), the lesser of (A) the aggregate liquidation amount of
the Capital Securities and all accrued and unpaid Distributions thereon to
the date of payment and (B) the amount of assets of the Trust remaining
available for distribution to holders of Capital Securities in liquidation

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of the Trust. The Company's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Company to the
holders of the applicable Capital Securities or by causing the Trust to pay
such amounts to such holders.

The Guarantee is and will be an irrevocable guarantee on a
subordinated basis of the Trust's obligations under the Capital Securities,
but will apply only to the extent that the Trust has sufficient funds
available to make such payments.

If the Company does not make interest payments on the Junior
Subordinated Debentures held by the Trust, the Trust will not be able to
pay Distributions on the Capital Securities and will not have funds legally
available therefor. The Guarantee will rank subordinate and junior in right
of payment to all general liabilities of the Company, except those made
PARI PASSU or subordinate by their express terms. See "--Status of the
Guarantee." The Guarantee does not limit the incurrence or issuance of
other secured or unsecured debt of the Company, whether under the Indenture
or any existing or other indenture that the Company may enter into in the
future or otherwise.

The Company has, through the Guarantee, the Junior Subordinated
Debentures and the Indenture, taken together, fully and unconditionally
guaranteed all of the Trust's obligations under the Capital Securities. No
single document standing alone or operating in conjunction with fewer than
all of the other documents constitutes such guarantee. It is only the
combined operation of these documents that has the effect of providing a
full and unconditional guarantee of the Trust's obligations under the
Capital Securities. See "Relationship Among the New Capital Securities,
the Junior Subordinated Debentures and the Guarantee."

STATUS OF THE GUARANTEE

The Guarantee is and will constitute an unsecured obligation of the
Company and will rank subordinate and junior in right of payment to all
liabilities of the Company, except those made PARI PASSU or subordinate by
their express terms. The Guarantee does not place a limitation on the
amount of additional indebtedness that may be incurred by the Company.

The Guarantee will constitute a guarantee of payment and not of
collection (i.e., if the Guarantee Trustee fails to enforce the Guarantee,
the guaranteed party may institute a legal proceeding directly against the
Company to enforce its rights under the Guarantee without first instituting
a legal proceeding against any other person or entity). The Guarantee will
be held for the benefit of the holders of the Capital Securities. The
Guarantee will not be discharged except by payment of the Guarantee
Payments in full to the extent not paid by the Trust or upon distribution
of the Junior Subordinated Debentures to the holders of the Capital
Securities in exchange for all of the Capital Securities.

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AMENDMENTS AND ASSIGNMENT

Except with respect to any changes that do not materially adversely
affect the rights of holders of the Capital Securities (in which case no
vote will be required), the Guarantee may not be amended without the prior
approval of the holders of not less than a majority of the aggregate
liquidation amount of the outstanding Capital Securities. The manner of
obtaining any such approval will be as set forth under "Description of New
Capital Securities--Voting Rights; Amendment of the Declaration of Trust."
All guarantees and agreements contained in the Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Company
and shall inure to the benefit of the registered holders of the Capital
Securities then outstanding.

EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the failure of
the Company to perform any of its payment or other obligations thereunder.
The holders of a majority in aggregate liquidation amount of the Capital
Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee
in respect of the Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under the Guarantee.

If the Guarantee Trustee fails to enforce the Guarantee, any holder of
Capital Securities may institute a legal proceeding directly against the
Company to enforce its rights under the Guarantee without first instituting
a legal proceeding against the Trust, the Guarantee Trustee or any other
person or entity.

The Company, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it under the
Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, other than during the occurrence and
continuance of a default by the Company in performance of the Guarantee,
undertakes to perform only such duties as are specifically set forth in the
Guarantee and, after default with respect to the Guarantee, must exercise
the same degree of care and skill as a prudent person would exercise or use
in the conduct of his or her own affairs. Subject to this provision, the
Guarantee Trustee is under no obligation to exercise any of the powers
vested in it by the Guarantee at the request of any holder of any Capital
Security unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.

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TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect (i)
upon full payment of the redemption price of all of the Capital Securities,
(ii) upon full payment of the amounts payable upon liquidation of the Trust
or (iii) upon distribution of Junior Subordinated Debentures to the holders
of the Capital Securities in exchange for all of the Capital Securities.
The Guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of the Capital Securities must
restore payment of any sums paid under the Capital Securities or the
Guarantee.

GOVERNING LAW

The Guarantee is and will be governed by and construed in accordance
with the laws of the State of New York.

DESCRIPTION OF OLD SECURITIES

The terms of the Old Securities are identical in all material respects
to the New Securities, except that (i) the Old Securities have not been
registered under the Securities Act, are subject to certain restrictions on
transfer and are entitled to certain rights under the applicable Registration
Rights Agreement (which rights will terminate upon consummation of the
Exchange Offer, except under limited circumstances), (ii) the New Capital
Securities will not provide for Additional Distributions upon a Registration
Default, and (iii) the New Junior Subordinated Debentures will not provide
for Additional Interest upon a Registration Default. The Old Capital
Securities provide, among other things, that, if a registration statement
relating to the Exchange Offer has not been filed by June 30, 1997 and
declared effective by July 30, 1997, or if the Exchange Offer is not
consummated within 30 days after the effective date of the Registration
Statement or the Registration Statement ceases to be effective and this
failure is not cured within two business days (each of the foregoing being
previously defined as a "Registration Default"), Additional Interest will
become payable in respect of the Junior Subordinated Debentures (including
in respect of amounts accruing during any Extension Period), and
corresponding Additional Distributions will become payable on the Old Capital
Securities, with respect to the first 90-day period immediately following the
occurrence of such Registration Default, in an amount equal to $0.25 per week
per $1,000 liquidation amount for each week (or portion thereof) that such
Registration Default remains uncured. For each subsequent 90-day period in
which the Registration Default remains uncured, this Additional Distribution
rate increases $0.05 per week per $1,000 liquidation amount (subject to a
maximum total of $0.50 per week per $1,000 liquidation amount). Upon
consummation of the Exchange Offer, holders of Old Capital Securities will
not be entitled to Additional Distributions upon a Registration Default or
any further registration rights under the Registration Rights Agreement,
except under limited circumstances. The New Securities are not, and

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upon consummation of the Exchange Offer the Old Securities will not be,
entitled to any such additional interest or Additional Distributions.
Accordingly, holders of Old Capital Securities should review the
information set forth under "Risk Factors--Certain Consequences of a
Failure to Exchange Old Capital Securities" and "Description of New
Securities."

RELATIONSHIP AMONG THE CAPITAL SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE

Payments of Distributions and other amounts due on the Capital
Securities (to the extent the Trust has funds available for the payment of
such Distributions) are irrevocably guaranteed by the Company as and to the
extent set forth under "Description of New Guarantee." If and to the
extent that the Company does not make payments under the Junior
Subordinated Debentures, the Trust will not pay Distributions or other
amounts due on the Capital Securities. The Guarantee does not cover payment
of Distributions when the Trust does not have sufficient funds to pay such
Distributions. In such event, a holder of Capital Securities may institute
a legal proceeding directly against the Company under the Indenture to
enforce payment of such Distributions to such holder after the respective
due dates. Taken together, the Company's obligations under the Junior
Subordinated Debentures, the Indenture and the Guarantee provide, in the
aggregate, a full and unconditional guarantee of payments of distributions
and other amounts due on the Capital Securities. No single document
standing alone or operating in conjunction with fewer than all of the other
documents constitutes such guarantee. It is only the combined operation of
these documents that has the effect of providing a full and unconditional
guarantee of the Trust's obligations under the Capital Securities. The
obligations of the Company under the Guarantee and the Junior Subordinated
Debentures are subordinate and junior in right of payment to all
Indebtedness of the Company.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due
on the Junior Subordinated Debentures, such payments will be sufficient to
cover Distributions and other payments due on the Capital Securities,
primarily because (i) the aggregate principal amount of the Junior
Subordinated Debentures will be equal to the sum of the aggregate stated
liquidation amount of the Capital Securities and the Common Securities;
(ii) the interest rate and interest and other payment dates on the Junior
Subordinated Debentures will match the Distribution rate and Distribution
and other payment dates for the related Capital Securities; (iii) the
Company will pay for all and any costs, expenses and liabilities of the
Trust except the Trust's obligations under the Capital Securities; and (iv)
the Declaration of Trust further provides that the Trust will not engage in
any activity that is not consistent with the limited purposes of the Trust.

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Notwithstanding anything to the contrary in the Indenture, the Company
has the right to set-off any payment it is otherwise required to make
thereunder with and to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a related payment under
the Guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF NEW CAPITAL SECURITIES

A holder of Capital Securities may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee
without first instituting a legal proceeding against the Guarantee Trustee,
the Trust or any other person or entity.

A default or event of default under any Indebtedness of the Company
will not constitute a default or Indenture Event of Default. In addition,
in the event of payment defaults under, or acceleration of, Indebtedness of
the Company, the subordination provisions of the Indenture provide that no
payments may be made in respect of the Junior Subordinated Debentures until
such Indebtedness has been paid in full or any payment default thereunder
has been cured or waived. Failure to make required payments on the Junior
Subordinated Debentures would constitute an Indenture Event of Default
under the Indenture.

LIMITED PURPOSE OF TRUST

The Capital Securities evidence a beneficial ownership interest in the
assets of the Trust, and the Trust exists for the sole purpose of issuing
the Capital Securities and the Common Securities and investing the proceeds
thereof in Junior Subordinated Debentures. A principal difference between
the rights of a holder of Capital Securities and the rights of a holder of
Junior Subordinated Debentures is that a holder of Junior Subordinated
Debentures is entitled to receive from the Company the principal amount of
and interest accrued on Junior Subordinated Debentures held, while a holder
of Capital Securities is entitled to receive Distributions from the Trust (or
from the Company under the Guarantee) if and to the extent the Trust has
funds available for the payment of such Distributions.

RIGHTS UPON TERMINATION

Upon any voluntary or involuntary termination, winding-up or
liquidation of the Trust involving the liquidation of the Junior
Subordinated Debentures, the holders of the Capital Securities will be
entitled to receive, out of assets held by the Trust, the liquidation
distribution in cash. See "Description of New Capital Securities--
Liquidation Distribution Upon Dissolution." Upon any voluntary or
involuntary liquidation or bankruptcy of the Company, the Property Trustee,
as holder of the Junior Subordinated Debentures, would be a subordinated
creditor of the Company, subordinated in right of payment to all
Indebtedness, but entitled to receive payment in full of principal and

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interest before any shareholders of the Company receive payments or
distributions. Since the Company is the guarantor under the Guarantee and
has agreed to pay for all costs, expenses and liabilities of the Trust
(other than the Trust's obligations to the holders of the Capital
Securities), the positions of a holder of Capital Securities and a holder
of Junior Subordinated Debentures relative to other creditors and to
shareholders of the Company in the event of liquidation or bankruptcy of
the Company would be substantially the same.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

GENERAL

In the opinion of Warner Norcross & Judd LLP, in its capacity as tax
counsel to the Company ("Tax Counsel"), the following summary accurately
describes the material U.S. federal income tax consequences that may be
relevant to the purchase, ownership and disposition of the Capital
Securities. Unless otherwise stated, this summary deals only with Capital
Securities held as capital assets by U.S. Holders (defined below) who
purchase the Capital Securities in the Exchange Offer. As used herein, a
"U.S. Holder" means (i) a person that is a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the U.S. or any political subdivision
thereof, (iii) an estate the income of which is subject to U.S. federal
income taxation regardless of its source or (iv) any trust if a court
within the United States is able to exercise primary supervision over the
administration of such trust and one or more U.S. fiduciaries have the
authority to control all the substantial decisions of such trust. The tax
treatment of a holder may vary depending on its particular situation. This
summary does not address all the tax consequences that may be relevant to a
particular holder or to holders that may be subject to special tax
treatment, such as banks, real estate investment trusts, regulated
investment companies, insurance companies, dealers in securities or
currencies or tax-exempt investors. In addition, this summary does not
include any description of any alternative minimum tax consequences or the
tax laws of any state, local or foreign government that may be applicable
to a holder of Capital Securities. This summary is based on the Code, the
Treasury regulations promulgated thereunder and administrative and judicial
interpretations thereof, as of the date hereof, all of which are subject to
change, possibly on a retroactive basis. The authorities on which this
summary is based are subject to various interpretations, and the opinions
of Tax Counsel are not binding on the Internal Revenue Service ("IRS") or
the courts, either of which could take a contrary position. Moreover, no
rulings have been or will be sought from the IRS with respect to the
transactions described herein. Accordingly, there can be no assurance that
the IRS will not challenge the opinions expressed herein or that a court
would not sustain such a challenge. Nevertheless, Tax Counsel has advised
that it is of the view that, if challenged, the opinions expressed herein
would be sustained by a court with jurisdiction in a properly presented
case.
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HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
CAPITAL SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED
STATES FEDERAL OR OTHER TAX LAWS. FOR A DISCUSSION OF THE POSSIBLE
REDEMPTION OF THE CAPITAL SECURITIES UPON THE OCCURRENCE OF CERTAIN TAX
EVENTS SEE "DESCRIPTION OF NEW CAPITAL SECURITIES--REDEMPTION."

EXCHANGE OF CAPITAL SECURITIES

The exchange of Old Capital Securities for New Capital Securities
should not be a taxable event to holders for U.S. federal income
tax purposes. The exchange of Old Capital Securities for New Capital
Securities pursuant to the Exchange Offer should not be treated as an
"exchange" for U.S. federal income tax purposes because the New
Capital Securities should not be considered to differ materially in kind or
extent from the Old Capital Securities and because the exchange will occur
by operation of the terms of the Old Capital Securities. If, however, the
exchange of the Old Capital Securities for the New Capital Securities were
treated as an exchange for U.S. federal income tax purposes, such
exchange should constitute a recapitalization for federal income tax
purposes. Accordingly, the New Capital Securities should have the same
issue price as the Old Capital Securities, and a holder should have the
same adjusted tax basis and holding period in the New Capital Securities as
the holder had in the Old Capital Securities immediately before the
exchange.

CLASSIFICATION OF THE TRUST

In connection with the issuance of the New Capital Securities in the
Exchange Offer, Tax Counsel is of the opinion that under current law and
assuming full compliance with the terms of the Declaration of Trust and
other documents, the Trust will be classified as a grantor trust and will
not be taxable as a corporation for U.S. federal income tax purposes.
Accordingly, for U.S. federal income tax purposes, each holder of Capital
Securities will be treated as owning an undivided beneficial interest in
the Junior Subordinated Debentures and, thus, will be required to include
in its gross income its pro rata share of interest income or original issue
discount that is paid or accrued on the Junior Subordinated Debentures.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

The Company, the Trust and the holders of the Capital Securities (by
the acceptance of a beneficial interest in a Capital Security) will agree
to treat the Junior Subordinated Debentures as indebtedness for all U.S.
federal income tax purposes. In connection with the issuance of the New
Junior Subordinated Debentures in the Exchange Offer, Tax Counsel is of the
opinion that, under current law, and based on the representations, facts
and assumptions set forth herein, the Junior Subordinated Debentures will
be classified as indebtedness for U.S. federal income tax purposes.
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INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Under the applicable Treasury regulations, the Junior Subordinated
Debentures will not be treated as issued with "original issue discount"
("OID") within the meaning of section 1273(a) of the Code. Accordingly,
except as set forth below, stated interest on the Junior Subordinated
Debentures generally will be taxable to a holder as ordinary income at the
time it is paid or accrued in accordance with such holder's regular method
of tax accounting.

If, however, the Company exercises its right to defer payments of
interest on the Junior Subordinated Debentures, the Junior Subordinated
Debentures will become OID instruments at such time and all holders of the
Junior Subordinated Debentures and, consequently, holders of the Capital
Securities will be required to accrue their pro rata share of OID (which
will include both the stated interest and DE MINIMIS OID (if any) on the
Junior Subordinated Debentures) on a daily economic accrual basis during
the Extension Period even though the Company will not pay such interest
until the end of the Extension Period, and even though some holders may use
the cash method of tax accounting. Moreover, thereafter the Junior
Subordinated Debentures will be taxed as OID instruments for as long as
they remain outstanding. Thus, even after the end of an Extension Period,
all holders would be required to continue to include the stated interest
(and any DE MINIMIS OID) on the Junior Subordinated Debentures in income on
a daily basis, regardless of their method of tax accounting and in advance
of receipt of the cash attributable to such interest income. Under the OID
economic accrual rules, a holder would accrue an amount of interest income
each year that approximates the stated interest payments called for under
the terms of the Junior Subordinated Debentures, and actual cash payments
of interest on the Junior Subordinated Debentures would not be reported
separately as taxable income. Any amount of OID included in a holder's
gross income (whether or not during an Extension Period) with respect to a
Capital Security will increase such holder's tax basis in such Capital
Security, and the amount of Distributions received by a holder in respect
of such accrued OID will reduce the tax basis of such Capital Security.

The Treasury regulations described above have not yet been addressed
in any rulings or other interpretations by the IRS, and it is possible that
the IRS could take a contrary position. If the IRS were to assert
successfully that the stated interest on the Junior Subordinated Debentures
was OID regardless of whether the Company exercises its option to defer
payments of interest on such debentures, all holders of Capital Securities
would be required to include such stated interest in income on a daily
economic accrual basis as described above.

Corporate holders of Capital Securities will not be entitled to a
dividends-received deduction with respect to any income recognized by such
holders with respect to the Capital Securities.

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DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF
THE TRUST

As described under the caption "Description of New Junior Subordinated
Debentures--Distribution of New Junior Subordinated Debentures; Book-Entry
Issuance," Junior Subordinated Debentures may be distributed to holders in
exchange for the Capital Securities and in liquidation of the Trust. Under
current law, such a distribution would be non-taxable, and will result in
the holder receiving directly its pro rata share of the Junior Subordinated
Debentures previously held indirectly through the Trust, with a holding
period and aggregate tax basis equal to the holding period and aggregate
tax basis such holder had in its Capital Securities before such
distribution. If, however, the liquidation of the Trust were to occur
because the Trust is subject to U.S. federal income tax with respect to
income accrued or received on the Junior Subordinated Debentures, the
distribution of the Junior Subordinated Debentures to holders would be a
taxable event to the Trust and to each holder and a holder would recognize
gain or loss as if the holder had exchanged its Capital Securities for the
Junior Subordinated Debentures it received upon liquidation of the Trust. A
holder would accrue interest in respect of the Junior Subordinated
Debentures received from the Trust in the manner described above under
"--Interest Income and Original Issue Discount."

Under certain circumstances described herein (see "Description of New
Capital Securities--Redemption"), the Junior Subordinated Debentures may be
redeemed for cash, with the proceeds of such redemption distributed to
holders in redemption of their Capital Securities. Under current law, such
a redemption would constitute a taxable disposition of the redeemed Capital
Securities for U.S. federal income tax purposes, and a holder would
recognize gain or loss as if it sold such redeemed Capital Securities for
cash. See "--Sales of New Capital Securities" immediately below.

SALES OF NEW CAPITAL SECURITIES

A holder that sells Capital Securities will recognize gain or loss
equal to the difference between the amount realized by such holder on the
sale of the Capital Securities (except to the extent that such amount
realized is characterized as a payment in respect of accrued but unpaid
interest on such holder's allocable share of the Junior Subordinated
Debentures that the holder had not included in gross income previously) and
the holder's adjusted tax basis in the Capital Securities sold. Such gain
or loss generally will be a capital gain or loss and generally will be
taxable as a long-term capital gain or loss if the Capital Securities have
been held for more than one year. Subject to certain limited exceptions,
capital losses cannot be applied to offset ordinary income for U.S. federal
income tax purposes.

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PROPOSED TAX LAW CHANGES

On February 6, 1997, President Clinton released his budget
proposals for fiscal year 1998. One of the revenue provisions of those
proposals would generally deny interest deductions for interest on an
instrument issued by a corporation that has a maximum term of more than 15
years and that is not shown as indebtedness on the separate balance sheet
of the issuer or, where the instrument is issued to a related party (other
than a corporation) where the holder or some other related party issues a
related instrument that is not shown as indebtedness on the issuer's
consolidated balance sheet. If enacted as proposed by the President, this
provision would be effective for instruments issued on or after the date of
first action by a Congressional committee with respect to the proposal. If
this provision were to apply to the Junior Subordinated Debentures, the
Company would not be able to deduct interest on the Junior Subordinated
Debentures. On June 13, 1997, the House Ways and Means Committee approved the
Revenue Reconciliation Act of 1997 and on June 19, 1997, the Senate Finance
Committee approved a somewhat different version of the act. Neither the
House nor the Senate version included President Clinton's proposal that would
deny interest deductions on the Junior Subordinated Debentures. There can be
no assurance, however, that final legislation or future legislative or
administrative proposals will not adversely affect the ability of the
Company to deduct interest on the Junior Subordinated Debentures or otherwise
affect the tax treatment described herein. Such a change, therefore, could
give rise to a Tax Event, which would permit the Company to cause a
redemption of the Capital Securities or to terminate the Trust and distribute
the Junior Subordinated Debentures to the holders of Trust Securities in
liquidation of the Trust as described more fully under "Description of New
Capital Securities-- Redemption--Special Event Redemption or Distribution of
Junior Subordinated Debentures."

NON-U.S. HOLDERS

As used herein, the term "Non-U.S. Holder" means any person that is
not a U.S. Holder (as defined above). As discussed above, the Capital
Securities will be treated as evidence of an indirect beneficial ownership
interest in the Junior Subordinated Debentures. See "--Classification of
the Trust." Thus, under present U.S. federal income tax law, and subject to
the discussion below concerning backup withholding:

(i) no withholding of U.S. federal income tax will be required with
respect to the payment by the Company or any paying agent of principal or
interest (which for purposes of this discussion includes any OID) with
respect to the Capital Securities (or on the Junior Subordinated
Debentures) to a Non-U.S. Holder, provided (A) that the beneficial owner of
the Capital Securities ("Beneficial Owner") does not actually or
constructively own 10% or more of the total combined voting power of all
classes of stock of the Company entitled to vote within the meaning of

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section 871(h)(3) of the Code and the regulations thereunder, (B) the
Beneficial Owner is not a controlled foreign corporation that is related to
the Company through stock ownership, (C) the Beneficial Owner is not a bank
whose receipt of interest with respect to the Capital Securities (or on the
Junior Subordinated Debentures) is described in section 881(c)(3)(A) of the
Code and (D) the Beneficial Owner satisfies the statement requirement
(described generally below) set forth in section 871(h) and section 881(c)
of the Code and the regulations thereunder; and

(ii) no withholding of U.S. federal income tax will be required with
respect to any gain realized by a Non-U.S. Holder upon the sale or other
disposition of the Capital Securities (or the Junior Subordinated
Debentures).

To satisfy the requirement referred to in (i)(D) above, the Beneficial
Owner, or a financial institution holding the Capital Securities on behalf
of such owner, must provide, in accordance with specified procedures, to
the Trust or its paying agent, a statement to the effect that the
Beneficial Owner is not a U.S. Holder. Pursuant to current temporary
Treasury regulations, these requirements will be met if (1) the Beneficial
Owner provides his name and address, and certifies, under penalties of
perjury, that it is not a U.S. person (which certification may be made on
an IRS Form W-8 (or successor form)) or (2) a financial institution holding
the Capital Securities on behalf of the Beneficial Owner certifies, under
penalties of perjury, that such statement has been received by it and
furnishes a paying agent with a copy thereof.

If a Non-U.S. Holder cannot satisfy the requirements of the "portfolio
interest" exception described in (i) above, payments of premium, if any,
and interest (including any OID) made to such Non-U.S. Holder will be
subject to a 30% withholding tax unless the Beneficial Owner provides the
Company or its paying agent, as the case may be, with a properly executed
(1) IRS Form 1001 (or successor form) claiming an exemption from, or a
reduction of, such withholding tax under the benefit of a tax treaty or (2)
IRS Form 4224 (or successor form) stating that interest paid with respect
to the Capital Securities (or on the Junior Subordinated Debentures) is not
subject to withholding tax because it is effectively connected with the
Beneficial Owner's conduct of a trade or business in the United States.

If a Non-U.S. Holder is engaged in a trade or business in the United
States and interest with respect to the Capital Securities (or on the
Junior Subordinated Debentures) is effectively connected with the conduct
of such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed above, will be subject to U.S. federal income tax
on such interest income on a net income basis in the same manner as if it
were a U.S. Holder. In addition, if such Non-U.S. Holder is a foreign
corporation, it may be subject to a branch profits tax equal to 30% of its
effectively connected earnings and profits for the taxable year, subject to
adjustments. For this purpose, such interest income would be included in
such foreign corporation's earnings and profits.
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Any gain realized by a Non-U.S. Holder upon the sale or other
disposition of the Capital Securities (or the Junior Subordinated Debentures)
generally will not be subject to U.S. federal income tax unless (1) such gain
is effectively connected with a trade or business in the United States of the
Non-U.S. Holder, (2) in the case of a Non-U.S. Holder who is an individual,
such individual is present in the United States for 183 days or more in the
taxable year of such sale, exchange or retirement, and certain other
conditions are met, and (3) in the case of any gain representing accrued
interest on the Junior Subordinated Debentures, the requirements described
above are not satisfied.

President Clinton's revenue proposal described above that would have
denied an interest deduction to the Company for the interest payable on the
Junior Subordinated Debentures also might have caused the
Junior Subordinated Debentures to have been classified as equity (rather
than indebtedness) of the Company for U.S. federal income tax
purposes and, thus, would have caused the income derived from the Junior
Subordinated Debentures to be characterized as dividend, rather than
interest, income for such purposes. Dividend income is not eligible for the
"portfolio interest" exception described in (i) above. Therefore, if such
legislation were enacted, income derived by a Non-U.S. Holder on the
Capital Securities may have been subject to the 30% U.S. federal
withholding tax described above, unless a reduction or elimination of such
tax was available under an applicable tax treaty or such dividend income
was effectively connected with a trade or business carried on in the United
States by such Non-U.S. Holder. Pending legislation described above does not
presently include President Clinton's proposal. There can be no assurance,
however, that final legislation or future legislative or administrative
proposals will not adversely affect the characterization of income paid on
the Capital Securities (or the Junior Subordinated Debt Securities)
or otherwise adversely affect a Non-U.S. Holder. See "--Proposed Tax Law
Changes."

INFORMATION REPORTING AND BACKUP WITHHOLDING

The amount of interest (or OID, if any) accrued with respect to the
Capital Securities (or the Junior Subordinated Debentures) held of record
by U.S. Holders (other than corporations and other exempt holders) will be
reported annually to such holders and to the IRS. The Property Trustee
currently intends to deliver such reports to holders of record prior to
January 31 following each calendar year. It is anticipated that persons who
hold Capital Securities as nominees for beneficial holders will report the
required tax information to beneficial holders on Form 1099.

"Backup withholding" at a rate of 31% will apply to payments of
interest (or OID, if any) to non-exempt U.S. Holders unless the holder
furnishes its taxpayer identification number in the manner prescribed in
applicable Treasury regulations, certifies that such number is correct,
certifies as to no loss of exemption from backup withholding and meets
certain other conditions.
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No information reporting or backup withholding will be required with
respect to payments made by the Trust or any paying agent to Non-U.S.
Holders if a statement described in (i)(D) under "Non-U.S. Holders" has
been received and the payor does not have actual knowledge that the
beneficial owner is a United States person.

In addition, backup withholding and information reporting will not
apply if payments of the principal, interest, OID or premium on the Junior
Subordinated Debentures are paid or collected by a foreign office of a
custodian, nominee or other foreign agent on behalf of the Beneficial
Owner, or if a foreign office of a broker (as defined in applicable
Treasury regulations) pays the proceeds of the sale of the Capital
Securities to the owner thereof. If, however, such nominee, custodian,
agent or broker is, for U.S. federal income tax purposes, a U.S. person, a
controlled foreign corporation or a foreign person that derives 50% or more
of its gross income for certain periods from the conduct of a trade or
business in the United States, such payments will not be subject to backup
withholding but will be subject to information reporting, unless (1) such
custodian, nominee, agent or broker has documentary evidence in its records
that the Beneficial Owner is not a U.S. person and certain other conditions
are met or (2) the Beneficial Owner otherwise establishes an exemption.

Payment of the proceeds from disposition of Capital Securities to or
through a U.S. office of a broker is subject to information reporting and
backup withholding unless the holder or beneficial owner establishes an
exemption from information reporting and backup withholding.

Any amounts withheld from a holder of the Capital Securities under the
backup withholding rules will be allowed as a refund or a credit against
such holder's U.S. federal income tax liability, provided the required
information is furnished to the IRS.

BOOK-ENTRY ISSUANCE

The New Capital Securities initially will be represented by one or
more Capital Securities in registered, global form (collectively, the
"Global Capital Securities"). The Global Capital Securities will be
deposited upon issuance with the Property Trustee as custodian for DTC, in
New York, New York, and registered in the name of DTC or its nominee, in each
case for credit to an account of a direct or indirect participant in DTC as
described below. Except as set forth below, the Global Capital Securities may
be transferred, in whole and not in part, only to another nominee of DTC or
to a successor of DTC or its nominee. Beneficial interests in the Global
Capital Securities may not be exchanged for Capital Securities in
certificated form except in the limited circumstances described below. See
"--Exchange of Book-Entry Capital Securities for Certificated Capital
Securities."

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DEPOSITARY PROCEDURES

DTC is a limited-purpose trust company created to hold securities for
its participating organizations (collectively, the "Participants") and to
facilitate the clearance and settlement of transactions in those securities
between Participants through electronic book-entry changes in accounts of
its Participants. The Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other
organizations. Access to DTC's system is also available to other entities
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly (collectively, the "Indirect Participants"). Persons who are
not Participants may beneficially own securities held by or on behalf of
DTC only through a Participant or an Indirect Participant. The
ownership interest and transfer of ownership interest of each actual
purchaser of each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.

DTC has also advised the Trust and the Company that, pursuant to
procedures established by it, (i) upon deposit of the Global Capital
Securities, DTC will credit the accounts of Participants with portions of
the principal amount of the Global Capital Securities and (ii) ownership of
such interests in the Global Capital Securities will be shown on, and the
transfer of ownership thereof will be effected only through, records
maintained by DTC (with respect to the Participants) or by the Participants
and the Indirect Participants (with respect to other owners of beneficial
interests in the Global Capital Securities).

Investors in the Global Capital Securities may hold their interests
therein directly through DTC if they are Participants in such system, or
indirectly through organizations which are Participants in such system. The
laws of some states require that certain persons take physical delivery in
certificated form of securities that they own. Consequently, the ability to
transfer beneficial interests in a Global Capital Security to such persons
will be limited to that extent. Because DTC can act only on behalf of
Participants, which in turn act on behalf of Indirect Participants and
certain banks, the ability of a person having beneficial interests in a
Global Capital Security to pledge such interests to persons or entities
that do not participate in the DTC system, or otherwise take actions in
respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests. For certain other restrictions on
the transferability of the Capital Securities, see "--Exchange of
Book-Entry Capital Securities for Certificated Capital Securities."

Except as described below, owners of interests in the Global Capital
Securities will not have Capital Securities registered in their name, will
not receive physical delivery of Capital Securities in certificated form
and will not be considered the registered owners or holders thereof for any
purpose.

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Payments in respect of the Global Capital Security registered in the
name DTC or its nominee will be payable by the Property Trustee to DTC in
its capacity as the registered holder. The Property Trustee will treat the
persons in whose names the Capital Securities, including the Global Capital
Securities, are registered as the owners thereof for the purpose of
receiving such payments and for any and all other purposes whatsoever.
Consequently, neither the Property Trustee nor any agent thereof has or
will have any responsibility or liability for (i) any aspect of DTC's
records or any Participant's or Indirect Participant's records relating to
or payments made on account of beneficial ownership interests in the Global
Capital Securities, or for maintaining, supervising or reviewing any of
DTC's records or any Participant's or Indirect Participant's records
relating to the beneficial ownership interests in the Global Capital
Securities or (ii) any other matter relating to the actions and practices
of DTC or any of its Participants or Indirect Participants. DTC has advised
the Trust and the Company that its current practice, upon receipt of any
payment in respect of securities such as the Capital Securities, is to
credit the accounts of the relevant Participants with the payment on the
payment date unless DTC has reason to believe it will not receive payment
on such payment date. Payments by the Participants and the Indirect
Participants to the beneficial owners of Capital Securities will be
governed by standing instructions and customary practices and will be the
responsibility of the Participants or the Indirect Participants and will
not be the responsibility of DTC, the Property Trustee or the Trust.
Neither the Trust nor the Property Trustee will be liable for any delay by
DTC or any of its Participants in identifying the beneficial owners of the
Capital Securities, and the Trust and the Property Trustee may conclusively
rely on and will be protected in relying on instructions from DTC or its
nominee for all purposes.

Interests in the Global Capital Securities trade in DTC's Same-Day
Funds Settlement System and secondary market trading activity in such
interests will therefore settle in immediately available funds, subject in
all cases to the rules and procedures of DTC and its Participants.
Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds.

DTC has advised the Trust and the Company that it will take any action
permitted to be taken by a holder of Capital Securities only at the
direction of one or more Participants to whose account with DTC interests
in the Global Capital Securities are credited.

The information in this section concerning DTC and its book-entry
system has been obtained from sources that the Trust and the Company
believe to be reliable, but neither the Trust nor the Company takes
responsibility for the accuracy thereof. Although DTC has agreed to the
foregoing procedures to facilitate transfers of interest in the Global
Capital Securities it is under no obligation to perform or to continue to
perform such procedures, and such procedures may be discontinued at any

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time. Neither the Trust nor the Property Trustee will have any
responsibility for the performance by DTC, its Participants or Indirect
Participants of their respective obligations under the rules and procedures
governing their operations.

EXCHANGE OF BOOK-ENTRY CAPITAL SECURITIES FOR CERTIFICATED CAPITAL
SECURITIES

A Global Capital Security is exchangeable for Capital Securities in
registered certificated form if (i) DTC notifies the Trust that it is
unwilling or unable to continue as depositary for the Global Capital
Security or has ceased to be a clearing agency registered under the
Exchange Act and the Trust thereupon fails to appoint a successor
depositary or (ii) the Company in its sole discretion elects to cause the
issuance of the Capital Securities in certificated form. In addition,
beneficial interests in a Global Capital Security may be exchanged for
certificated Capital Securities upon written request to the Property
Trustee by or on behalf of DTC in accordance with customary procedures
between the depositary and DTC. Certificated Capital Securities delivered
in exchange for any Global Capital Security or beneficial interests therein
will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the depositary (in accordance with its
customary procedures).

BENEFIT PLAN CONSIDERATIONS

Before authorizing an investment in Capital Securities (including Old
and New Capital Securities), fiduciaries of pension, profit sharing or
other employee benefit plans subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") (each, a "Plan"), should consider,
among other matters, (i) ERISA's fiduciary standards (including its prudence
and diversification requirements), (ii) whether such fiduciaries have
authority to make such investment in Capital Securities under the applicable
Plan investment policies and governing instruments, and (iii) rules under
ERISA and the Code that prohibit Plan fiduciaries from causing a Plan to
engage in a "prohibited transaction."

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as
well as individual retirement accounts and Keogh plans subject to Section
4975 of the Code (also "Plans"), from, among other things, engaging in
certain transactions involving "plan assets" with persons who are "parties
in interest" under ERISA or "disqualified persons" under the Code ("Parties
in Interest") with respect to such Plan. A violation of these "prohibited
transaction" rules may result in an excise tax or other liabilities under
ERISA and/or Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory or administrative
exemption. Employee benefit plans that are governmental plans (as defined
in Section 3(32) of ERISA), certain church plans (as defined in Section
3(33) of ERISA) and foreign plans (as described in Section 4(b)(5) of

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ERISA) are not subject to the requirements of ERISA or Section 4975 of the
Code.

The Department of Labor ("DOL") has issued a regulation (29 C.F.R.
sec. 2510.3-101) (the "Plan Assets Regulation") concerning the definition
of what constitutes the assets of a Plan. The Plan Assets Regulation
provides that as a general rule, the underlying assets and properties of
corporations, partnerships, trusts and certain other entities in which a
Plan makes an "equity" investment will be deemed for purposes of ERISA to
be assets of the investing plan unless certain exceptions apply.

Pursuant to an exception contained in the Plan Assets Regulation, the
assets of the Trust would not be deemed to be "plan assets" of investing
Plans if, immediately after the most recent acquisition of any equity
interest in the Trust, less than 25% of the value of each class of equity
interest in the Trust were held by Plans, other employee benefit plans not
subject to ERISA or Section 4975 of the Code (such as governmental, church
and foreign plans) and entities holding assets deemed to be "plan assets"
of any Plan (collectively, "Benefit Plan Investors"). No assurance can be
given that the value of the Old or New Capital Securities of the Trust that
are held by Benefit Plan Investors will be less than 25% of the total
value of such securities of the Trust, and no monitoring or other measures
will be taken with respect to the satisfaction of the conditions to this
exception. All of the Common Securities will be purchased and held directly
by the Company.

It is possible that New Capital Securities received as the result of the
Exchange Offer may qualify as "publicly offered securities" under the Plan
Assets Regulation if, in addition to being offered pursuant to any
effective registration statement, they are subsequently registered under
the Exchange Act, are "widely held" and are "freely transferable" at the
time of the Exchange Offer. Under the Plan Assets Regulation, a class of
securities is "widely held" only if it is a class of securities owned by
100 or more investors independent of the issuer thereof and each other.
Although it is possible that at the time of the Exchange Offer the "widely
held" requirement will be satisfied, no assurances can be given that will
be true. If the New Capital Securities are "publicly offered securities" at
the time of the Exchange Offer, the assets of the Trust would not be
assets of the Plans holding New Capital Securities as of such time.

There can be no assurance that any of the exceptions set forth in the
Plan Assets Regulation will apply to the Capital Securities and, as a
result, an investing Plan's assets could be considered to include an
undivided interest in the Junior Subordinated Debentures held by the Trust.
In the event that assets of the Trust are considered assets of an investing
Plan, the Trustees, the Company and/or other persons, in providing services
with respect to the Junior Subordinated Debentures, may be considered
fiduciaries to such Plan and subject to the fiduciary responsibility
provisions of Title I of ERISA. In addition, certain transactions involving

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the Trust and/or Capital Securities could be deemed to constitute direct or
indirect prohibited transactions under ERISA and Section 4975 of the Code
with respect to a Plan. For example, if the Company is a Party in Interest
with respect to an investing Plan (either directly or by reason of its
ownership of the Banks or other subsidiaries), extensions of credit between
the Company and the Trust (as represented by the Junior Subordinated
Debentures and the Guarantee) would likely be prohibited by Section
406(a)(1)(B) of ERISA and Section 4975(c)(1)(B) of the Code.

The DOL has issued five prohibited transaction class exemptions
("PTCEs") that may provide exemptive relief for direct or indirect
prohibited transactions resulting from the purchase or holding of the
Capital Securities, assuming that assets of the Trust were deemed to be
"plan assets" of Plans investing in the Trust (see above). Those class
exemptions are PTCE 96-23 (for certain transactions determined by in-house
asset managers), PTCE 91-38 (for certain transactions involving bank
collective investment funds), PTCE 95-60 (for certain transactions
involving insurance company general accounts), PTCE 90-1 (for certain
transactions involving insurance company pooled separate accounts) and PTCE
84-14 (for certain transactions determined by independent qualified
professional asset managers).

Because of ERISA's prohibitions and those of Section 4975 of the Code,
Capital Securities may not be purchased or held by any Plan, any entity
whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity (a "Plan Asset Entity") or any person having "plan
assets" of any Plan, unless such purchase or holding is covered by the
exemptive relief provided by PTCE 96-23, 91-38, 95-60, 90-1 or 84-14 or
another applicable exemption. If a purchaser or holder of Capital
Securities that is a Plan or a Plan Asset Entity elects to rely on an
exemption other than PTCE 96-23, 91-38, 95-60, 90-1 or 84-14, the Company
and the Trust may require a satisfactory opinion of counsel or other
evidence with respect to the availability of such exemption for such
purchase and holding. Any purchaser or holder of the Capital Securities or
any interest therein that is a Plan or a Plan Asset Entity and is
purchasing such securities on behalf of or with "plan assets" is deemed to
have represented by its purchase and holding thereof that (i) the purchase
and holding of the Capital Securities is covered by the exemptive relief
provided by PTCE 96-23, 91-38, 95-60, 90-1, or 84-14 or another applicable
exemption, (ii) the Company is not a "Fiduciary," within the meaning of
Section 3(21) of ERISA and the regulations thereunder with respect to such
person's interest in the Capital Securities or the Junior Subordinated
Debentures and (iii) in purchasing the Capital Securities, such person
approves the purchase and holding of the Junior Subordinated Debentures and
the appointment and retention of the Property Trustee.

Any Plans or other entities whose assets include Plan assets subject
to ERISA or Section 4975 of the Code proposing to acquire Capital
Securities should consult with their own counsel.

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Governmental plans and certain church plans are not subject to ERISA,
and are also not subject to the prohibited transaction provisions of
Section 4975 of the Code. However, state laws or regulations governing the
investment and management of the assets of such plans may contain fiduciary
and prohibited transaction provisions similar to those under ERISA and the
Code discussed above. Accordingly, fiduciaries of governmental and church
plans, in consultation with their advisers, should consider the impact of
their respective state laws on investments in Capital Securities, and the
considerations discussed above, to the extent applicable.

PLAN OF DISTRIBUTION

Any broker-dealer who holds Securities that are Transfer Restricted
Securities (as defined in the Registration Rights Agreement) and that were
acquired for its own account as a result of market-making activities or
other trading activities (other than Transfer Restricted Securities
acquired directly from the Company and the Trust), may exchange such
Securities pursuant to the Exchange Offer; however, such Broker-Dealer may
be deemed to be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the New Capital Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus
delivery requirement may be satisfied by the delivery by such Broker-Dealer
of this Prospectus, on the terms described below.

Each broker-dealer that receives New Capital Securities for its own
account in connection with the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Capital
Securities. This Prospectus, as it may be amended or supplemented from
time to time, may be used by Participating Broker-Dealers during the period
referred to below in connection with resales of New Capital Securities
received in exchange for Old Capital Securities if such Old Capital
Securities were acquired by such Participating Broker-Dealers for their own
accounts as a result of market-making activities or other trading
activities. The Company and the Trust have agreed that this Prospectus, as
it may be amended or supplemented from time to time, may be used by a
Participating Broker-Dealer in connection with resales of such New Capital
Securities for a period ending 180 days after the effective date of the
Registration Statement (subject to extension under certain limited
circumstances described herein) or, if earlier, when all such New Capital
Securities have been disposed of by such Participating Broker-Dealer.
However, a Participating Broker-Dealer who intends to use this Prospectus
in connection with the resale of New Capital Securities received in
exchange for Old Capital Securities pursuant to the Exchange Offer must
notify the Company or the Trust, or cause the Company or the Trust to be
notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided for that
purpose in the Letter of Transmittal or may be delivered to the Exchange
Agent at one of its addresses set forth herein under "The Exchange

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Offer--The Exchange Agent." See "The Exchange Offer--Resales of New
Capital Securities."

Neither the Company nor the Trust will receive any cash proceeds from
the issuance of the New Capital Securities in the Exchange Offer. New
Capital Securities received by broker-dealers for their own accounts in
connection with the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Capital Securities
or a combination of such methods of resale, at market prices prevailing at
the time of resale, at prices related to such prevailing market prices or
at negotiated prices. Any such resale may be made directly to purchasers
or to or through brokers or dealers who may receive compensation in the
form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such New Capital Securities.

Any broker-dealer that resells New Capital Securities that were
received by it for its own account in connection with the Exchange Offer
and any broker or dealer that participates in a distribution of such New
Capital Securities may be deemed to be an "underwriter" within the meaning
of the Securities Act, and any profit on any such resale of New Capital
Securities and any commissions or concessions received by any such persons
may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.

LEGAL OPINIONS

Certain matters of Delaware law relating to the validity of the New
Capital Securities will be passed upon for the Trust by Richards, Layton &
Finger, Wilmington, Delaware. The validity of the New Junior Subordinated
Debentures and the Guarantee will be passed upon for the Company and the
Trust by Warner Norcross & Judd LLP. Warner Norcross & Judd LLP and
certain members of the firm are indebted to, and have banking and other
trust relationships with, certain affiliated banks of the Company. As of
April 25, 1997, partners of and attorneys employed by Warner Norcross &
Judd LLP were the beneficial owners of 218,315 shares of the Company's
common stock, which had an aggregate market value of $10,525,013 on that
date. Shares reported as beneficially owned include all shares as to which
such persons have the direct or indirect, sole or shared, power to direct
voting or disposition, including personal shares as well as shares held in
fiduciary capacities. Warner Norcross & Judd LLP will rely as to certain
matters of Delaware law on the opinion of Richards, Layton & Finger.
Certain U.S. federal income taxation matters also will be passed
upon for the Company and the Trust by Warner Norcross & Judd LLP, as tax
counsel to the Company.

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INDEPENDENT AUDITORS

The consolidated financial statements incorporated herein by reference
from the Company's Annual Report on Form 10-K for the year ended December
31, 1996 have been audited by Arthur Andersen LLP, independent auditors, as
stated in their report, which is incorporated herein by reference.

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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Under Sections 561 through 571 of the Michigan Business Corporation Act
(the "MBCA"), directors and officers of a Michigan corporation may be
entitled to indemnification by the corporation against judgments, expenses,
fines and amounts paid by the director or officer in settlement of claims
brought against them by third persons or by or in the right of the
corporation if those directors and officers acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best interests of
the corporation or its shareholders.

The Company is obligated under its Restated Articles of Incorporation
to indemnify its directors and executive officers to the full extent
permitted under the MBCA. The Company may similarly indemnify persons who
are not directors or executive officers to the extent authorized by the
board of directors of the Company.

The MBCA provides for indemnification of directors and officers if
they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the Company or its shareholders
(and, if a criminal proceeding, if they had no reasonable cause to believe
their conduct was unlawful) against: (i) expenses (including attorneys'
fees), judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred in connection with any threatened, pending or
completed action, suit or proceeding (other than an action by or in the
right of the Company) arising out of a position with the Company (or with
some other entity at the Company's request); and (ii) expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action,
suit or proceeding by or in the right of the Company, unless the director
or officer is found liable to the Company, provided that an appropriate
court could determine that he or she is nevertheless fairly and reasonably
entitled to indemnity for reasonable expenses incurred. The MBCA requires
indemnification for expenses to the extent that a director or officer is
successful in defending against any such action, suit or proceeding, and
otherwise requires in general that the indemnification provided for in (i)
and (ii) above be made only on a determination that the director or officer
met the applicable standard of conduct by a majority vote of a quorum of
the board of directors who were not parties or threatened to be made
parties to the action, suit or proceeding, by a majority vote of a
committee of not less than two disinterested directors, by independent
legal counsel, by all independent directors not parties or threatened to be
made parties to the action, suit or proceeding, or by the shareholders.

In certain circumstances, the MBCA further permits advances to cover
such expenses before a final determination that indemnification is

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permissible or required, upon receipt of a written affirmation by the
director or officer of his or her good faith belief that he or she has met
the applicable standard of conduct and an undertaking, which need not be
secured, by or on behalf of the director or officer to repay such amounts
if it shall ultimately be determined that he or she has not met the
applicable standard of conduct.

Indemnification under the MBCA is not exclusive of other rights to
indemnification to which a person may be entitled under the Company's
Restated Articles of Incorporation, Bylaws or a contractual agreement.
However, the total amount of expenses advanced or indemnified from all
sources may not exceed the amount of actual expenses incurred by the person
seeking indemnification or advancement of expenses. The indemnification
provided for under the MBCA continues as to a person who ceases to be a
director or executive officer.

The MBCA permits the Company to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions
with the Company, whether or not such liabilities would be within the above
indemnification provisions. Pursuant to this authority, the Company
maintains such insurance on behalf of its directors and officers.

The Company has entered into indemnity agreements with its directors.
The agreements provide that the Company will indemnify the director,
subject to certain limitations, for expenses and costs, including the
satisfaction of a judgment, fine or penalty incurred in, or in any amount
paid in settlement of, any proceeding, including a proceeding brought by or
in the name of the Company (such as a shareholder derivative suit), brought
by reason of the fact that the indemnitee was serving as a director,
officer, employee, agent or fiduciary of the Company or by reason of any
action taken by the indemnitee while serving as a director, officer,
employee, agent or fiduciary of the Company, or by reason of the fact that
the indemnitee was serving at the request of the Company in a similar
capacity with another entity, if such expenses and costs may be indemnified
under the MBCA. In accordance with the Company's Restated Articles and
Bylaws, the agreements are designed to provide the maximum protection
allowed under federal and Michigan law. Indemnification is dependent upon
the director meeting the standards of conduct set forth in the indemnity
agreements.

The Company has entered into similar agreements with the Regular
Trustees. Under these agreements, the Company agrees to indemnify the
Regular Trustees against expenses and costs, including the satisfaction of
a judgment, fine or penalty incurred in, or in any amount paid in
settlement of, any proceeding, including a proceeding brought by or in the
name of the Trust, brought by reason of the fact that the indemnitee was
serving as a Regular Trustee or agent of the Trust or by reason of any
action taken by the indemnitee while serving as a Regular Trustee or agent

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of the Trust, if such expenses and costs may be indemnified under federal,
Michigan and Delaware law. The indemnification provided by these
agreements is in addition to the indemnification provided to the Regular
Trustees under the Declaration of Trust.

Under the Declaration of Trust, the Company will agree to indemnify
each "Debenture Issuer Indemnified Person" (which is defined as including
the Regular Trustees; any affiliate of a Regular Trustee; any officer,
director, shareholder, member, partner, employee, representative or agent
of a Regular Trustee or any affiliate thereof; or any officer, employee or
agent of the Trust or the Trust's affiliates) against costs and expenses
incurred in connection with actions or proceedings in which the Debenture
Issuer Indemnified Person is a party or threatened to be made a party, if
the indemnitee acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the Trust, and with respect to a
criminal proceeding, had no reasonable cause to believe that his or her
conduct was unlawful. However, no indemnification is allowed in actions by
or in the name of the Trust if the indemnitee is adjudged liable to the
Trust (unless a court determined otherwise).

Furthermore, under the Declaration of Trust, the Company agrees to
indemnify each "Fiduciary Indemnified Person" (which is defined as
including the Property Trustee; the Delaware Trustee; any affiliate of the
Property Trustee and the Delaware Trustee; and any officer, director,
shareholder, member, partner, employee, representative, custodian, nominee
or agent of the Property Trustee and the Delaware Trustee) for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of the trust or
trusts under the Declaration of Trust, including the costs and expenses
(including reasonable legal fees and expenses) of defending itself against
or investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties under the Declaration of Trust.

Under the Indenture, the Company agrees to indemnify each of the
Indenture Trustee, any predecessor Indenture Trustee and their respective
officers, directors, employees and agents, for, and to hold it harmless
against, any and all loss, damage, claim, liability or expense, including
taxes (other than taxes based on the income, revenues or gross receipts of
the Indenture Trustee) incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration
of the Trust, including the costs and expenses of defending it against any
claim or liability in connection with the exercise or performance of any of
its powers or duties under the Indenture. This indemnity obligation of the
Company will constitute additional indebtedness under the Indenture and
will survive the satisfaction and discharge of the Indenture. As security
for the performance of this indemnity obligation of the Company, the
Indenture Trustee will have a lien prior to the Junior Subordinated

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Debentures upon all property and lands held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (and
premiums, if any, on) or interest on particular Junior Subordinated
Debentures.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS. The following exhibits are filed as part of this
Registration Statement:

NUMBER EXHIBIT

3.1 Restated Articles of Incorporation of Old Kent Financial
Corporation. Previously filed as Exhibit 3(a) to Old Kent's Form
10-Q Quarterly Report for the quarter ended March 31, 1993. Here
incorporated by reference.

3.2 Bylaws of Old Kent Financial Corporation. Previously filed as
Exhibit 3(b) to Old Kent's Form 8-K filed February 23, 1996. Here
incorporated by reference.

3.3 Certificate of Trust of Old Kent Capital Trust I, dated as of
January 27, 1997. See Exhibit 4.6.

3.4 Amended and Restated Declaration of Trust, dated as of January 31,
1997 among the Company; the Trust; Bankers Trust Company, as
Property Trustee; Bankers Trust (Delaware), as Delaware Trustee;
and the Regular Trustees named therein. See Exhibit 4.2.

4.1 Indenture, dated as of January 31, 1997, between the Company and
Bankers Trust Company, as Debenture Trustee.<F*>

4.2 Amended and Restated Declaration of Trust, dated as of January
31, 1997 among the Company; the Trust; The Bankers Trust Company,
as Property Trustee; Bankers Trust (Delaware), as Delaware
Trustee; and the Regular Trustees named therein.<F*>

4.3 Form of Guarantee Agreement to be entered into by the Company and
Bankers Trust Company, as Guarantee Trustee, and registered under
the Securities Act of 1933, as amended.<F*>

4.4 Registration Rights Agreement, dated January 31, 1997, between
the Trust, the Company and Lehman Brothers Inc.<F*>

4.5 Form of Junior Subordinated Debenture.<F*>

4.6 Certificate of Trust of Old Kent Capital Trust I, dated as of
January 27, 1997.<F*>

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4.7 Form of Capital Security Certificate.<F*>

4.8 All instruments defining the rights of holders of long-term debt
of Old Kent Financial Corporation and its subsidiaries (not filed
pursuant to clause 4(iii) of Item 601(b) of Regulation S-K; to be
furnished upon request of the Commission)

5.1 Opinion of Warner Norcross & Judd LLP, General Counsel to
the Company, as to legality of the Junior Subordinated Debentures
and the Guarantee to be issued by the Company.<F*>

5.2 Opinion of special Delaware counsel as to the legality of the
Capital Securities to be issued by the Trust.<F*>

8.1 Opinion of Warner Norcross & Judd LLP as to certain U.S. federal
income tax matters.<F*>

23.1 Consent of Arthur Andersen LLP.<F*>

23.2 Consent of special Delaware counsel (included in Exhibit 5.2)

23.3 Consent of Warner Norcross & Judd LLP (included in Exhibit 5.1
and Exhibit 8.1)

24.1 Powers of Attorney.<F*>

25.1 Form T-1 Statement of Eligibility of The Bankers Trust Company to
act as trustee under the Indenture, as trustee under the Amended
and Restated Declaration of Trust and as trustee under the
Guarantee for the benefit of the holders of Capital
Securities.<F*>

99.1 Form of Letter of Transmittal and instructions thereto.<F*>

99.2 Form of Notice of Guaranteed Delivery.<F*>

99.3 Form of Exchange Agent Agreement.<F*>

_____________________________
<F*> Previously filed.

(b) FINANCIAL STATEMENT SCHEDULES. Financial statement schedules
have been omitted because they are not applicable.

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ITEM 22. UNDERTAKINGS.

(1) The undersigned registrant hereby undertakes:

(a) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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;

(b) 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.

(c) 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.

(2) 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

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Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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 the time shall be deemed to be the initial BONA FIDE offering
thereof.

(3) (a) The undersigned registrant hereby undertakes as
follows: that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part
of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration
form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other items of the applicable form.

(b) The registrant undertakes that every prospectus (i)
that is filed pursuant to the immediately preceding paragraph, or
(ii) that purports to meet the requirements of Section 10(a)(3)
of the Securities Act of 1933 and is used in connection with an
offering of securities subject to Rule 415, will be filed as a
part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes
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.

(4) 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.

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(5) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
Prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.

(6) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 July 7, 1997.

OLD KENT FINANCIAL CORPORATION
(Registrant)

By /s/B.P. Sherwood, III*
B.P. Sherwood, III
Vice Chairman of the Board and Treasurer
and Director

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.

July 7, 1997 /s/Richard L. Antonini*
Richard L. Antonini
Director

July 7, 1997 /s/John M. Bissell*
John M. Bissell
Director

July 7, 1997 /s/John D. Boyles*
John D. Boyles
Director

July 7, 1997 /s/William P. Crawford*
William P. Crawford
Director

July 7, 1997 /s/Richard M. DeVos, Jr.*
Richard M. DeVos, Jr.
Director

July 7, 1997
William G. Gonzalez
Director

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<PAGE>
July 7, 1997 /s/James P. Hackett, Sr.*
James P. Hackett, Sr.
Director

July 7, 1997 /s/Erina Hanka*
Erina Hanka
Director

July 7, 1997 /s/Earl D. Holton*
Earl D. Holton
Director

July 7, 1997 /s/Robert L. Hooker*
Robert L. Hooker
Director

July 7, 1997 /s/Michael J. Jandernoa*
Michael J. Jandernoa
Director

July 7, 1997 /s/Fred P. Keller*
Fred P. Keller
Director

July 7, 1997 /s/John P. Keller*
John P. Keller
Director

July 7, 1997 /s/Hendrik G. Meijer*
Hendrik G. Meijer
Director

July 7, 1997 /s/Percy A. Pierre*
Percy A. Pierre
Director

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<PAGE>
July 7, 1997 /s/Patrick M. Quinn*
Patrick M. Quinn
Director

July 7, 1997 /s/Robert L. Sadler*
Robert L. Sadler
Vice Chairman of the Board and
Director

July 7, 1997 /s/Marilyn J. Schlack*
Marilyn J. Schlack
Director

July 7, 1997 /s/Peter F. Secchia*
Peter F. Secchia
Director

July 7, 1997 /s/B.P. Sherwood, III*
B.P. Sherwood, III
Vice Chairman of the Board and
Treasurer and Director
(Principal Financial Officer)

July 7, 1997 /s/David J. Wagner*
David J. Wagner
Chairman, President, Chief
Executive Officer and
Director (Principal Executive
Officer)

July 7, 1997 /s/Margaret Sellers Walker*
Margaret Sellers Walker
Director

July 7, 1997 /s/Albert T. Potas
Albert T. Potas
Senior Vice President (Principal
Accounting Officer)

*By /s/Mary E. Tuuk
Mary E. Tuuk
Attorney-In-Fact

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SIGNATURES

OLD KENT CAPITAL TRUST I
(Registrant)

July 7, 1997 By /S/ MARY E. TUUK
Mary E. Tuuk
Regular Trustee

July 7, 1997 By /S/ ALBERT T. POTAS*
Albert T. Potas
Regular Trustee

July 7, 1997 By /S/ THOMAS E. POWELL*
Thomas E. Powell
Regular Trustee

*By /S/ MARY E. TUUK
Mary E. Tuuk
Attorney-In-Fact

101

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EXHIBIT INDEX