<PAGE>
Registration No. 333-____________
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OLD KENT FINANCIAL CORPORATION
(Exact name of issuer as specified in its charter)
MICHIGAN 38-1986608
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Vandenberg Center, Grand Rapids, Michigan 49503
(Address of principal executive offices)
DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plan)
with
ALBERT T. POTAS GORDON R. LEWIS
SENIOR VICE PRESIDENT Copies to: WARNER NORCROSS & JUDD LLP
AND CONTROLLER 900 OLD KENT BUILDING
OLD KENT FINANCIAL CORPORATION 111 LYON STREET, N.W.
ONE VANDENBERG CENTER GRAND RAPIDS, MICHIGAN 49503-2487
GRAND RAPIDS, MICHIGAN 49503-2487
(Name and address of agent for service)
(616) 771-1931
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered<F1> Per Unit Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $1 50,000 shares
Par Value
Deferred $4,000,000 N.A. $4,000,000 $1,212.13
Compensation
Obligations
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
</FN>
</TABLE>
<PAGE>
This registration statement is filed for the purpose of
registering 50,000 shares of Common Stock, $1 par value, and $4,000,000 of
additional Deferred Compensation Obligations by Old Kent Financial
Corporation (the "Registrant") for use in connection with its Directors'
Deferred Compensation Plan. In accordance with General Instruction E to
Form S-8, the Registrant incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8, file No. 33-56519, filed
on November 17, 1994.
Item 8. Exhibits
EXHIBIT DESCRIPTION
5 Opinion of Counsel
23(a) Consent of Independent Public Accountants
23(b) Consent of Counsel (Contained in the Opinion filed as
Exhibit 5 to this Registration Statement)
24 Powers of Attorney
-2-
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, State
of Michigan, on October 30, 1997.
OLD KENT FINANCIAL CORPORATION
By /S/ALBERT T. POTAS
Albert T. Potas
Senior Vice President and Controller
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/S/RICHARD L. ANTONINI* Director October 30, 1997
Richard L. Antonini
/S/JOHN M. BISSELL* Director October 30, 1997
John M. Bissell
/S/JOHN D. BOYLES* Director October 30, 1997
John D. Boyles
/S/WILLIAM P. CRAWFORD* Director October 30, 1997
William P. Crawford
/S/DICK DEVOS* Director October 30, 1997
Dick DeVos
/S/WILLIAM G. GONZALES* Director October 30, 1997
William G. Gonzales
/S/JAMES P. HACKETT* Director October 30, 1997
James P. Hackett
/S/ERINA HANKA* Director October 30, 1997
Erina Hanka
/S/EARL D. HOLTON* Director October 30, 1997
Earl D. Holton
-3-
<PAGE>
SIGNATURE TITLE DATE
/S/ROBERT L. HOOKER* Director October 30, 1997
Robert L. Hooker
/S/MICHAEL J. JANDERNOA* Director October 30, 1997
Michael J. Jandernoa
/S/FRED P. KELLER* Director October 30, 1997
Fred P. Keller
/S/JOHN P. KELLER* Director October 30, 1997
John P. Keller
/S/HENDRIK G. MEIJER* Director October 30, 1997
Hendrik G. Meijer
_______________________ Director October __, 1997
Percy A. Pierre, Ph.D.
/S/PATRICK M. QUINN* Director October 30, 1997
Patrick M. Quinn
/S/ROBERT L. SADLER* Director October 30, 1997
Robert L. Sadler
/S/MARILYN J. SCHLACK* Director October 30, 1997
Marilyn J. Schlack
/S/PETER F. SECCHIA* Director October 30, 1997
Peter F. Secchia
/S/MARGARET SELLERS WALKER* Director October 30, 1997
Margaret Sellers Walker
/S/B. P. SHERWOOD, III.* Director October 30, 1997
B. P. Sherwood, III.
/S/DAVID J. WAGNER* President, Chief Executive October 30, 1997
David J. Wagner Officer and Director
(Principal Executive Officer)
/S/WILLIAM L. SANDERS* Senior Executive Vice October 30, 1997
William L. Sanders President and Chief Financial
Officer
(Principal Financial and
Accounting Officer
-4-
<PAGE>
*By /S/ALBERT T. POTAS October 30, 1997
Albert T. Potas
Attorney-in-Fact
-5-
<PAGE>
EXHIBIT LIST
5 Opinion of Counsel
23(a) Consent of Independent Public Accountants
23(b) Consent of Counsel (Contained in the Opinion filed as
Exhibit 5 to this Registration Statement)
24 Powers of Attorney
<PAGE>
EXHIBIT 5 AND 23(b)
October 30, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Old Kent Financial Corporation
DIRECTORS' DEFERRED COMPENSATION PLAN
Ladies and Gentlemen:
As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called the "Company"), we have examined and are
familiar with the Company's Restated Articles of Incorporation, Bylaws, and
other corporate records and documents and have made such further
examination as we have deemed necessary or advisable in order to enable us
to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly existing
under the laws of the State of Michigan.
2. Up to 50,000 shares of Common Stock, $1 par value, of the
Company, and up to $4,000,000 of Directors' Deferred Compensation
Obligations of the Company under the Plan, when issued and incurred in the
manner described in its Form S-8 Registration Statement, are and will be
legally issued, fully paid, non-assessable, binding obligations of the
Company. It is further our opinion that the provisions of the Plan comply
with all requirements of the Employee Retirement Income Security Act of
1974, as amended, pertaining to such provisions.
We hereby consent to the filing of this opinion and consent as an
exhibit to the Registration Statement on Form S-8 covering the Directors'
Deferred Compensation Obligations to be issued pursuant to the Old Kent
Directors' Deferred Compensation Plan.
WARNER NORCROSS & JUDD LLP
By /S/GORDON R. LEWIS
Gordon R. Lewis
A Partner
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 20,
1997, included in Old Kent Financial Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996 and to all references to our
Firm included in this Registration Statement.
/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois,
October 30, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/RICHARD L. ANTONINI
Richard L. Antonini
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/JOHN M. BISSELL
John M. Bissell
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/JOHN D. BOYLES
John D. Boyles
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/WILLIAM P. CRAWFORD
William P. Crawford
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/DICK DEVOS
Dick DeVos
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/WILLIAM G. GONZALEZ
William G. Gonzalez
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/JAMES HACKETT
James P. Hackett
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/ERINA HANKA
Erina Hanka
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/EARL D. HOLTON
Earl D. Holton
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/ROBERT L. HOOKER
Robert L. Hooker
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/MICHAEL J. JANDERNOA
Michael J. Jandernoa
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/FRED P. KELLER
Fred P. Keller
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/JOHN P. KELLER
John P. Keller
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/HENDRIK G. MEIJER
Hendrik G. Meijer
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/PATRICK M. QUINN
Patrick M. Quinn
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/ROBERT L. SADLER
Robert L. Sadler
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/MARILYN J. SCHLACK
Marilyn J. Schlack
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/PETER F. SECCHIA
Peter F. Secchia
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/MARGARET S. WALKER
Margaret Sellers Walker
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/B. P. SHERWOOD, III
B. P. Sherwood, III
Executive Vice President, Treasurer and
Director
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/DAVID J. WAGNER
David J. Wagner
President, Chief Executive Officer and
Director
(Principal Executive Officer)
<PAGE>
POWER OF ATTORNEY
(DIRECTORS' DEFERRED COMPENSATION PLAN)
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Old Kent Financial Corporation, does hereby appoint
DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and MARY TUUK, and
any of them severally, his or her attorney or attorneys with full power of
substitution to execute in his or her name, in his or her capacity as a
director or officer, or both, as the case may be, of Old Kent Financial
Corporation, a Form S-8 Registration Statement of Old Kent Financial
Corporation for the Old Kent Directors' Deferred Compensation Plan, any and
all amendments to such Registration Statement and post-effective amendments
thereto, and to file the same with all exhibits thereto and all other
documents in connection therewith with the Securities and Exchange
Commission.
October 20, 1997 /S/WILLIAM L. SANDERS
William L. Sanders
Senior Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
