OLD KENT FINANCIAL CORP /MI/, S-4, 1998-06-05

OLD KENT FINANCIAL CORP /MI/
S-4, 1998-06-05
STATE COMMERCIAL BANKS

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<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1998
Registration No. 333-_____

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
OLD KENT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 6711 38-1986608
(State or other juris- (Primary standard (I.R.S. employer
diction of incorpora- industrial classification identification number)
tion or organization) code number)

111 Lyon Street N.W.
Grand Rapids, Michigan 49503
(616) 771-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

MARY E. TUUK
Senior Vice President and Secretary
Old Kent Financial Corporation
111 Lyon Street N.W.
Grand Rapids, Michigan 49503
(616) 771-5272
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copy To:
GORDON R. LEWIS, ESQ.
Warner Norcross & Judd LLP
111 Lyon Street N.W.
Grand Rapids, Michigan 49503
(616) 752-2752

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
---------------------
If any of 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. [ ]

<PAGE>
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

<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 SHARE<F1> PRICE<F1> FEE<F1>
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 2,500,000 Shares $39.125 $97,812,500 $28,855
<FN>
<F1> Pursuant to Rule 457(c), the price is estimated solely for the purpose
of calculating the registration fee and is based on the average of high and
low reported sales prices of the Common Stock of the Registrant on The
Nasdaq Stock Market on May 29, 1998.
</FN>
</TABLE>

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

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

<PAGE>
PROSPECTUS JUNE 5, 1998

[OLD KENT LOGO]

2,500,000 SHARES

OLD KENT FINANCIAL CORPORATION

COMMON STOCK, $1.00 PAR VALUE

This is a prospectus of Old Kent Financial Corporation ("Old Kent"),
with respect to up to 2,500,000 shares of common stock (the "Common
Stock"), that may be offered and issued by Old Kent from time to time in
connection with "Business Acquisitions" (as described in this Prospectus)
on a delayed basis after the date of this Prospectus. Old Kent's Common
Stock is quoted on The Nasdaq Stock Market under the ticker symbol "OKEN."

With the written consent of Old Kent, this Prospectus may be used to
reoffer or resell the shares of Old Kent Common Stock covered by this
Prospectus that you received from Old Kent in a Business Acquisition. For
more information on the reoffer and resale of Common Stock issued under
this Prospectus, see "Resale of Securities Covered by this Prospectus" on
page 5. This Prospectus may not be used for reoffers or resales of Common
Stock unless this Prospectus is accompanied by an effective prospectus
supplement, as filed by Old Kent with the Securities and Exchange
Commission. The prospectus supplement would contain certain information
concerning the selling shareholder and the proposed sale.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATORS HAVE APPROVED THE OLD KENT COMMON STOCK TO BE ISSUED
UNDER THIS PROSPECTUS AND PROXY STATEMENT OR DETERMINED IF THIS PROSPECTUS
AND PROXY STATEMENT IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

OLD KENT COMMON STOCK IS NOT A SAVINGS ACCOUNT, DEPOSIT, OR OTHER
OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF OLD KENT AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.

<PAGE>
TABLE OF CONTENTS

Old Kent Financial Corporation . . . . . . . . . . . . . . . . . . . . . .3
Old Kent's Acquisition Program . . . . . . . . . . . . . . . . . . . . . .3
Securities Covered by This Prospectus. . . . . . . . . . . . . . . . . . .4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Resale of Securities Covered by This Prospectus. . . . . . . . . . . . . .5
Prospectus Supplements . . . . . . . . . . . . . . . . . . . . . . . . . .7
Description of Old Kent Capital Stock. . . . . . . . . . . . . . . . . . .7
Provisions Affecting Control of Old Kent . . . . . . . . . . . . . . . . .8
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Forward-Looking Information. . . . . . . . . . . . . . . . . . . . . . . 13
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . 14

This Prospectus incorporates important business and financial
information about Old Kent that is not included in or otherwise delivered
with this Prospectus. You may obtain these documents without charge by
requesting them in writing or by telephone from:

Old Kent Financial Corporation
Attn: Mary E. Tuuk, Secretary
111 Lyon Street N.W.
Grand Rapids, Michigan 49503
Tel: (616) 771-5272

TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, YOU SHOULD MAKE YOUR REQUEST AT
LEAST 5 BUSINESS DAYS IN ADVANCE OF THE DATE THAT YOU NEED THE DOCUMENTS.

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OLD KENT FINANCIAL CORPORATION

Old Kent is a bank holding company headquartered in Grand Rapids,
Michigan. Its address is 111 Lyon Street N.W., Grand Rapids, Michigan
49503. Its telephone number is (616) 771-5000.

Old Kent and its subsidiaries offer a wide range of banking,
fiduciary, and other financial services, including commercial, mortgage,
and retail loans, business and personal checking accounts, savings and
retirement accounts, time deposit instruments, automated teller machines,
debit cards and other electronically accessed banking services, money
transfer services, safe deposit facilities, cash management, real estate
and lease financing, international banking services, investment management
and trust services, personal investment and related advisory services,
brokerage services, and access to insurance products and credit cards.

Old Kent Bank, Old Kent's principal banking subsidiary, serves its
communities with banking offices in Michigan and northeastern Illinois.
Old Kent Bank conducts a full service commercial banking business.

Old Kent Mortgage Company, a subsidiary of Old Kent Bank, originates
residential mortgages nationwide. Old Kent Insurance Group, Inc., also a
subsidiary of Old Kent Bank, is an insurance agency.

OLD KENT'S ACQUISITION PROGRAM

Old Kent has an established history of growth through acquisition.
Since it organized as a bank holding company in 1972, Old Kent has acquired
numerous banks and bank holding companies operating in Michigan and
Illinois. Old Kent has also acquired a number of companies engaged in
businesses closely related to the business of banking. These related
businesses have included mortgage companies, insurance agencies, and a
brokerage firm. Acquisitions of banks, bank holding companies, insurance
agencies, mortgage companies, brokerage firms, or companies engaged in
other businesses, or their securities or assets, by Old Kent or its direct
or indirect subsidiaries, are collectively referred to in this Prospectus
as "Business Acquisitions."

It is anticipated that each future Business Acquisition will be
individually structured and negotiated. Terms, conditions, and contracts
governing Business Acquisitions are expected to be proposed by Old Kent
management and determined through arms-length negotiation between Old Kent
management and the directors, officers, and shareholders of the businesses
to be acquired. As of the date of this Prospectus, is not possible to
determine with certainty whether future Business Acquisitions will occur,
what businesses will be acquired, and what the terms and conditions of such
Business Acquisitions will be.

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Historically, it has been common for Business Acquisitions to take the
form of a merger or consolidation of the corporate entity of the acquired
business with Old Kent or a direct or indirect subsidiary of Old Kent. In
past Business Acquisitions, it has been common for Old Kent to issue Common
Stock to former shareholders of the acquired businesses in consideration of
shares of the acquired businesses. Common stock issued in Business
Acquisitions has, in some cases, been offered as an alternative to, or
supplement by, cash and other forms of consideration.

When Common Stock is issued by Old Kent in Business Acquisitions, it
is commonly issued in transactions that are expected to qualify as tax-free
reorganizations for federal income tax purposes. A Business Acquisition
will be accounted for as a purchase or pooling-of-interests, depending on
the circumstances of the Business Acquisition.

Business Acquisitions involving banks or bank holding companies
typically require prior approval of the Board of Governors of the Federal
Reserve System, and may require approval of other state or federal
agencies. Business Acquisitions involving businesses other than banks may
or may not require federal or state regulatory approval, depending on the
nature of the business to be acquired.

Future Business Acquisitions may follow a pattern consistent with past
Business Acquisitions. Business Acquisitions may also be structured as an
exchange of stock and other consideration for the assets, stock, or
securities of an acquired business in a transaction not involving a merger
or acquisition. It is also possible that Common Stock would be issued,
solely or in conjunction with cash or other consideration, in transactions
that are not expected or intended to qualify as tax-free reorganizations.

The discussion of Business Acquisitions in this section is intended to
be illustrative only. The Common Stock offered by this Prospectus may be
issued by Old Kent in any type of transaction involving a statutory merger
or consolidation or similar plan of acquisition in which securities of a
corporation or other person will become or be exchanged for Common Stock of
Old Kent or the transfer of assets of a company or other person to Old Kent
or a direct or indirect subsidiary of Old Kent in consideration of the
issuance of shares of Common Stock without limitation.

SECURITIES COVERED BY THIS PROSPECTUS

The shares of Common Stock offered by this Prospectus are available
for use in future Business Acquisitions. Old Kent may offer, in addition
to the shares of Common Stock offered by this Prospectus, cash, debt, or
other securities (including securities that may be convertible into shares
of Common Stock covered by this Prospectus), or assume liabilities of the
business being acquired, or some combination of these forms of

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consideration. Old Kent anticipates that the terms of acquisitions will be
determined by negotiations between Old Kent and the management or the
sellers of the assets or securities to be acquired, with Old Kent taking
into account the quality of management, the past and potential earning
power, and other relevant factors. Old Kent anticipates that the shares of
Common Stock issued in Business Acquisitions will be valued at a price
reasonably related to the market value of the Common Stock either at or
about the time the terms of the acquisition are agreed upon or at or about
the time or times of completion of the Business Acquisition.

USE OF PROCEEDS

This Prospectus relates to shares of Common Stock of Old Kent that may
be offered and issued by Old Kent from time to time in connection with
Business Acquisitions. Other than the businesses or properties acquired,
Old Kent will not receive any proceeds from these offerings. When this
Prospectus is used by a "Selling Shareholder" (as defined below) in a
public reoffer or resale of Common Stock acquired pursuant to this
Prospectus, Old Kent will not receive any proceeds from such sale by the
Selling Shareholder.

RESALE OF SECURITIES COVERED BY THIS PROSPECTUS

All the shares of Common Stock offered by this Prospectus may be
reoffered and resold by the recipient, except that shares of Common Stock
to be received by persons who are deemed to be "affiliates" (as that term
is defined in Rule 144 under the Securities Act of 1933) of an acquired
business may be resold by them only pursuant to (a) an effective
registration statement under the Securities Act covering such shares, (b)
the resale provisions of Rule 145(d) under the Securities Act, or
Regulation S under the Securities Act, (c) in the case of any such persons
who become affiliates of Old Kent, Rule 144 under the Securities Act, or
(d) as otherwise permitted under the Securities Act. Individuals or
entities that control, are controlled by, or are under common control with,
an acquired business are deemed to be affiliates. Executive officers,
directors, and shareholders holding 10% or more of the outstanding shares
of an acquired business are generally considered affiliates.

Old Kent intends to make available public information concerning
itself in compliance with the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and its regulations on a continuous basis.
Accordingly, Rule 144 or 145 under the Securities Act are expected to be
available for use by holders of Common Stock to effect transfers of such
securities, subject to compliance with the remaining provisions of such
rules.

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<PAGE>
With the written consent of Old Kent, this Prospectus, as
appropriately amended or supplemented, may be used from time to time by a
person or entity who has received Common Stock offered by this Prospectus
to offer and sell the Common Stock (referred to as a "Selling Shareholder")
in transactions in which they or any broker-dealer through whom any Common
Stock is sold may be deemed to be underwriters within the meaning of the
Securities Act. As of the date of this Prospectus, there are no
arrangements, understandings or intentions, formal or informal, pertaining
to the distribution of the Common Stock. Specific information regarding
sale transactions, the identity of the Selling Shareholder(s), and the
number of shares of Common Stock to be resold may be provided at the time
of such transaction by means of a Prospectus Supplement or a post-effective
amendment to the Registration Statement containing this Prospectus, as
applicable.

Shares may be sold directly by the Selling Shareholder or through
agents designated by the Selling Shareholder from time to time. Unless
otherwise indicated in a supplement to this Prospectus, any such agent will
be acting on a best efforts basis for the period of its appointment. The
Selling Shareholder and any brokers, dealers, agents, member firms, or
others that participate with the Selling Shareholder in the distribution of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act and any commissions or fees received by such persons and any
profit on the resale of the Shares purchased by such person may be deemed
to be underwriting commissions or discounts under the Securities Act.

Old Kent's agreement with a Selling Shareholders permitting use of
this Prospectus may require that (a) any such offering be effected in an
orderly manner through securities dealers, acting as broker or dealer,
selected by Old Kent; (b) the Selling Shareholder must enter into a custody
agreement with one or more banks with respect to such shares; and (c) that
sales be made only by one or more of the methods described in this
Prospectus, as supplemented or amended.

Old Kent anticipates that resales of Common Stock by a Selling
Shareholder may be effected from time to time on the open market in
ordinary brokerage transactions, or in private transactions. The Common
Stock would be offered for sale at market prices prevailing at the time of
sale or at negotiated prices and on terms to be determined when the
agreement to sell is made or at the time of sale, as the case may be. The
Common Stock may be offered by a Selling Shareholder directly, through
agents designated from time to time, or through brokers or dealers. A
member firm of the National Association of Security Dealers, Inc. may be
engaged to act as a Selling Shareholder's agent in the sale of the Common
Stock by the Selling Shareholder or may acquire the Common Stock as
principal. A broker-dealer participating in such a transaction as an agent
may receive commissions from the Selling Shareholder and, if it acts as
agent for the purchaser of the Common Stock, from such purchaser.

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Participating broker-dealers may agree with the Selling Shareholder to
sell a specified number of shares at a stipulated price per share and, to
the extent such broker-dealer is unable to do so acting as agent for the
Selling Shareholder, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer's commitment to the Selling
Shareholder. In addition or alternatively, shares may be sold by the
Selling Shareholder, and/or by or through other broker-dealers in special
offerings or secondary distributions. Broker-dealers who acquire shares as
principal may thereafter resell the Common Stock from time to time in the
open market, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive commissions from the purchasers of
such shares.

Upon Old Kent's being notified by the Selling Shareholder that a
particular offer to sell the Common Stock is made, if a material
arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, or secondary distribution,
or any block trade has taken place, to the extent required, a supplement to
this Prospectus will be delivered together with this Prospectus and filed
pursuant to Rule 424(b) under the Securities Act, setting forth with
respect to such offer or trade the terms of the offer or trade, including
(a) the name of each Selling Shareholder, (b) the number of Shares
involved, (c) the price at which the Shares were sold, (d) any
participating brokers, dealers, agents, or member firm involved, (e) any
discounts, commissions, and other items paid as compensation from, and the
resulting net proceeds to, the Selling Shareholder, (f) that such
broker-dealers did not conduct any investigation to verify the information
set out in this Prospectus, and (g) other facts material to the
transaction.

Agents may be entitled under agreements entered into with a Selling
Shareholder to indemnification against certain civil liabilities, including
liabilities under the Securities Act.

Each Selling Shareholder will be subject to the applicable provisions
of the Exchange Act and the rules and regulations thereunder, including
Regulation M, which provisions may limit the timing of purchases and sales
of any Common Stock by the Selling Shareholder. All of the foregoing may
affect the marketability of the Common Stock.

Old Kent may pay all or an agreed upon part of the expenses incident
to resale of Common Stock by a Selling Shareholder to the public.

PROSPECTUS SUPPLEMENTS

This Prospectus may be supplemented by one or more prospectus
supplements. Prospectus supplements may be filed by Old Kent as an exhibit

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to a Form 8-K Current Report or other report filed by Old Kent pursuant to
the Exchange Act and incorporated by reference in the registration
statement of which this Prospectus is a part, or by post-effective
amendment of the registration statement of which this Prospectus is a part.
Each prospectus supplement shall refer to this Prospectus, and this
Prospectus and such a prospectus supplement shall together constitute the
prospectus for the offering and sale of Common Stock.

If and to the extent that information contained in a prospectus
supplement modifies or supplements this Prospectus generally, or relates to
a specific Business Acquisition pursuant to which securities are offered by
this Prospectus, this Prospectus is qualified in its entirety by reference
to such prospectus supplement. If and to the extent that the information
contained in such a prospectus supplement is inconsistent with the
information contained in this Prospectus, this Prospectus shall be
considered to be amended by such prospectus supplement.

DESCRIPTION OF OLD KENT CAPITAL STOCK

As of the date of this Prospectus, Old Kent's authorized capital stock
consists of 300,000,000 shares of common stock, $1.00 par value ("Common
Stock"), and 25,000,000 shares of preferred stock, no par value ("Preferred
Stock"), of which 3,000,000 shares are designated Series A Preferred Stock,
300,000 shares are designated Series B Preferred Stock, and 1,000,000 are
designated Series C Preferred Stock.

COMMON STOCK. Holders of Common Stock are entitled to dividends out
of funds legally available for that purpose when, as and if declared by the
board of directors. The dividend rights of Common Stock are subject to the
rights of Old Kent Preferred Stock that has been or may be issued. Each
holder of Common Stock is entitled to one vote for each share held on each
matter presented for shareholder action. Common Stock has no preemptive
rights, cumulative voting rights, conversion rights, or redemption
provisions.

In the case of any liquidation, dissolution, or winding up of the
affairs of Old Kent, holders of Common Stock will be entitled to receive,
pro rata, any assets distributable to common shareholders in respect of the
number of shares held by them. The liquidation rights of Common Stock are
subject to the rights of holders of any Old Kent Preferred Stock that has
been or may be issued.

PREFERRED STOCK PURCHASE RIGHTS. Each share of Common Stock has, and
it is anticipated that each share of Common Stock to be issued in Business
Acquisitions will have, attached to it the number of Series C Preferred
Stock Purchase Rights ("Old Kent Rights") issued pursuant to a Rights
Agreement, dated as of January 20, 1997, between Old Kent and Old Kent Bank

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(the "Old Kent Rights Agreement") represented by each share of Common
Stock, as long as the Old Kent Rights are not separately transferable. The
number of Old Kent Rights represented by each share of Common Stock is
subject to adjustment upon the occurrence of certain events set forth in
the Old Kent Rights Agreement. See "Provisions Affecting Control" below
for a more detailed discussion of Old Kent Rights.

PREFERRED STOCK. Old Kent is authorized to issue shares of Preferred
Stock from time to time in one or more series. Preferred Stock may have
such designations, powers, preferences and relative participating, optional
or other rights and such qualifications, limitations or restrictions as may
be provided for the issue of such series by resolution adopted by Old
Kent's board of directors. Such Preferred Stock may have priority over
Common Stock as to dividends and as to distribution of Old Kent's assets
upon any liquidation, dissolution or winding up of Old Kent. Such
Preferred Stock may be redeemable for cash, property or rights of Old Kent,
may be convertible into shares of Common Stock, and may have voting rights
entitling the holder to not more than one vote per share on each matter
submitted for shareholder action.

PROVISIONS AFFECTING CONTROL OF OLD KENT

In general, upon completion of a Business Acquisition, you will become
a shareholder of Old Kent. As an Old Kent shareholder, your rights will be
governed by Old Kent's Restated Articles of Incorporation and Bylaws. In
addition, as a shareholder of Old Kent (a Michigan corporation), your
rights will also be governed by the Michigan Business Corporation Act
("MBCA").

The following summary of the MBCA, Old Kent's Restated Articles of
Incorporation, and Old Kent's Bylaws is not intended to be complete and is
qualified in its entirety by reference to Old Kent's Restated Articles of
Incorporation and Bylaws. Copies of these documents are available upon
request. See "WHERE YOU CAN FIND MORE INFORMATION" below.

ANTI-TAKEOVER PROVISIONS -- IN GENERAL

Old Kent's Restated Articles of Incorporation and Bylaws contain
certain provisions that could prevent or delay the acquisition of Old Kent
by means of a tender offer, a proxy contest, or otherwise. These
provisions could also limit shareholders' participation in certain types of
business combinations or other transactions that might be proposed in the
future, regardless whether such transactions were favored by a majority of
shareholders, and could enhance the ability of officers and directors to
retain their positions. These anti-takeover provisions are discussed
separately below under separate sections, such as "Size and Classification
of the Board of Directors," "Removal of Directors," "Shareholder
Nominations," and "Shareholder Rights Plan."

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SIZE AND CLASSIFICATION OF THE BOARD OF DIRECTORS

Pursuant to Old Kent's Restated Articles, Old Kent's Board of
Directors is divided into 3 classes, as nearly equal in number as possible,
with the term of office of one class expiring each year. The number of
directors is fixed by a resolution of the Board of Directors receiving at
least 75% approval of the entire board, but in no event may the number of
directors be less than 3. See also "--AMENDMENTS TO CERTIFICATE/ARTICLES
OF INCORPORATION" below.

REMOVAL OF DIRECTORS

Under Old Kent's Restated Articles of Incorporation, a director may be
removed from office at any time prior to the expiration of his or her term,
but only for "cause." Except as may be provided otherwise by law, cause
for removal shall exist if: (a) the director whose removal is proposed has
been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal; (b) the director has been
adjudicated by a court of competent jurisdiction to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation in a matter of substantial importance to the corporation and
such adjudication is no longer subject to a direct appeal; (c) the director
has become mentally incompetent, whether or not so adjudicated, which
mental incompetency directly affects his or her ability as a director of
the corporation; (d) the director's actions or failure to act are deemed by
the Board of Directors to be in derogation of the director's duties; or (e)
the director's removal is required or recommended by the Federal Reserve
Board. Removal for cause, as cause is defined in (a) or (b) above, must be
approved by vote of a majority of the total number of directors or by
majority vote of shareholders. Removal for cause, as cause is defined in
(c), (d), or (e) above, must be approved by at least 75% of the total
number of directors. See also "--AMENDMENTS TO CERTIFICATE/ARTICLES OF
INCORPORATION" below.

SHAREHOLDER NOMINATIONS

Under Old Kent's Restated Articles of Incorporation, a shareholder may
nominate an individual for director at any annual meeting of shareholders
or at any special meeting of shareholders called for election of directors
(referred to as an "Election Meeting") may be made by the Board of
Directors or by a shareholder under certain limited circumstances described
below. Nominations made by the Board of Directors are made at a meeting of
the Board of Directors, or by written consent of directors in lieu of a
meeting, not less than 20 days prior to the date of an Election Meeting.

A shareholder may make a nomination at an Election Meeting if, and
only if, such shareholder has delivered a notice to the Secretary of Old
Kent setting forth with respect to each proposed nominee: (a) the name,

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age, business address, and residence address of the nominee; (b) the
principal occupation or employment of the nominee; (c) the number of shares
of capital stock of the corporation that are beneficially owned by the
nominee; (d) a statements that the nominee is willing to be nominated; and
(e) such other information concerning the nominee as would be required
under the rules of the Securities and Exchange Commission (the "SEC") in a
proxy statement soliciting proxies for the election of such nominee. The
notice must be delivered not less than 120 days prior to the date of the
Election Meeting in the case of an annual meeting and not more than 7 days
following the date of notice of the Election Meeting in the case of a
special meeting. See also "--AMENDMENTS TO CERTIFICATE/ARTICLES OF
INCORPORATION" below.

SHAREHOLDER RIGHTS PLAN

The Board of Directors of Old Kent has adopted a shareholder rights
plan. This plan is designed to protect the shareholders of Old Kent
against unsolicited attempts to acquire control of Old Kent in a manner
that does not offer a fair price to all of the shareholders.

Each full Old Kent Right, when exercisable, entitles a shareholder of
Old Kent to purchase one one-hundredth of a share of Series C Preferred
Stock from Old Kent at a price of $160. The Old Kent Rights become
exercisable if (a) a person or group (an "Acquiring Person") has acquired,
or has obtained the right to acquire, 15% or more of the outstanding shares
of Old Kent Common Stock, (b) an Acquiring Person commenced a tender offer
or exchange offer that would result in the Acquiring Person owning 15% or
more of the outstanding shares of Old Kent Common Stock, or (c) a person or
group already owning 10% of the outstanding shares of Old Kent Common Stock
is determined by Old Kent's Board of Directors to be an "Adverse Person"
(as defined in the Old Kent Rights Agreement).

If after the Old Kent Rights become exercisable, (a) Old Kent was the
surviving corporation in a merger with an Acquiring Person and Old Kent
Common Stock was not changed or exchanged, (b) an Acquiring Person was to
engage in one or more "self-dealing" transactions deemed to be unfair to
Old Kent by the Old Kent Board of Directors, (c) an Acquiring Person was to
become the beneficial owner of more than 15% of the then outstanding shares
of Old Kent Common Stock, (d) a person had been or was designated as an
Adverse Person by Old Kent's Board of Directors in accordance with the Old
Kent Rights Agreement; then each holder of an Old Kent Right would have the
right to receive, upon exercise, Old Kent Common Stock having a value equal
to two times the exercise price of the Old Kent Right.

In addition, after an Acquiring Person has acquired, or obtained the
right to acquire, 15% or more of the outstanding shares of Old Kent Common
Stock and the Acquiring Person causes Old Kent to merge into the Acquiring
Person or causes 50% or more of Old Kent's assets to be sold or

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transferred, each holder of an Old Kent Right would have the right to
receive, upon exercise, common stock of the Acquiring Person having a value
equal to two times the exercise price of the Old Kent Right.

Old Kent is entitled to redeem the Old Kent Rights at $0.01 per Old
Kent Right at any time until 10 days following the public announcement that
an Acquiring Person has acquired, or has obtained the right to acquire, 15%
or more of the outstanding shares of Old Kent Common Stock.

STATE ANTI-TAKEOVER LAWS

Certain provisions of the Michigan Business Corporation Act establish
a statutory scheme similar to the supermajority and fair price provisions
found in many corporate charters (the "Fair Price Act"). The Fair Price
Act provides that a supermajority vote of 90% of the shareholders and no
less than two-thirds of the votes of noninterested shareholders must
approve a "business combination." The Fair Price Act defines a "business
combination" to encompass any merger, consolidation, share exchange, sale
of assets, stock issue, liquidation, or reclassification of securities
involving an "interested shareholder" or certain "affiliates." An
"interested shareholder" is generally any person who owns 10% or more of
the outstanding voting shares of the corporation. An "affiliate" is a
person who directly or indirectly controls, is controlled by, or is under
common control with a specified person.

The supermajority vote required by the Fair Price Act does not apply
to business combinations that satisfy certain conditions. These conditions
include, among others: (a) the purchase price to be paid for the shares of
the corporation in the business combination must be at least equal to the
highest of either (i) the market value of the shares or (ii) the highest
per share price paid by an interested shareholder within the preceding
two-year period or in the transaction in which the shareholder became an
interested shareholder, whichever is higher; and (b) once becoming an
interested shareholder, the person may not become the beneficial owner of
any additional shares of the corporation except as part of the transaction
that resulted in the interested shareholder becoming an interested
shareholder or by virtue of proportionate stock splits or stock dividends.
The requirements of the Fair Price Act do not apply to business
combinations with an interested shareholder that the Board of Directors has
approved or exempted from the requirements of the Fair Price Act by
resolution prior to the time that the interested shareholder first became
an interested shareholder.

The MBCA also regulates the acquisition of "control shares" of large
public Michigan corporations (the "Control Share Act"). The Control Share
Act applies to Old Kent and its shareholders. The Control Share Act
establishes procedures governing "control share acquisitions." A control
share acquisition is defined as an acquisition of shares by an acquiror

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which, when combined with other shares held by that person or entity, would
give the acquiror voting power at or above any of the following thresholds:
20%, 33 %, and 50%. Under the Control Share Act, an acquiror may not vote
"control shares" unless the corporation's disinterested shareholders
(defined to exclude the acquiring person, officers of the target
corporation and directors of the target corporation who are also employees
of the corporation) vote to confer voting rights on the control shares.
The Control Share Act does not affect the voting rights of shares owned by
an acquiring person prior to the control share acquisition. The Control
Share Act entitles corporations to redeem control shares from the acquiring
person under certain circumstances. In other cases, the Control Share Act
confers dissenters' right upon all of a corporation's shareholders except
the acquiring person.

DISSENTERS' RIGHTS

Under the MBCA, a shareholder who does not vote in favor of certain
corporate actions may have the right to obtain an appraisal of those shares
in certain circumstances, and the right to receive cash in exchange for
those shares (referred to as "rights of dissent"). The MBCA recognizes
rights of dissent in connection with certain amendments to the articles of
incorporation, mergers, consolidations, sales, or other dispositions of all
or substantially all of the assets of a corporation, certain acquisitions
for stock, and approval of a control share acquisition. Under Michigan
law, rights of dissent are generally not available to Old Kent shareholders
in connection with mergers, consolidations, or sales of assets because
shares of Old Kent Common Stock are held by more than 2,000 persons.

However, Old Kent's Restated Articles of Incorporation provide that
any Old Kent shareholder may dissent from any plan of merger or
consolidation to which Old Kent is a party or any sale, lease, exchange, or
other disposition of all or substantially all of the assets of Old Kent not
in the usual or regular course of business, in the manner, with the rights
and subject to the requirements applicable to dissenting shareholders as
provided in the MBCA, without regard to the exception to a shareholder's
right to dissent provided in the MBCA. However, this right of dissent does
not apply to any corporate action that is approved by an affirmative vote
of at least 50% of the entire Board of Directors and an affirmative vote of
50% of the board's "Continuing Directors." The term "Continuing Director"
means a member of the Board of Directors of Old Kent who was either:
(a) first elected or appointed as a director prior to April 17, 1989; or
(b) subsequently elected or appointed as a director if such director was
nominated or appointed by a majority of the then Continuing Directors. See
also "--AMENDMENTS TO CERTIFICATE/ARTICLES OF INCORPORATION" below.

AMENDMENTS TO RESTATED ARTICLES OF INCORPORATION

Old Kent's Restated Articles of Incorporation provide that Article XI
(dealing with number and classification of directors, nominations of

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directors, vacancies and newly created directorships, and removal of
directors) cannot be amended unless such amendment is adopted by the
affirmative vote of the holders of not less than 75% of the outstanding
shares of all capital stock of the corporation entitled to vote thereon;
except that this 75% vote limitation does not apply if at least 75% of the
entire Board of Directors and at least one director of each class of the
Board of Directors, votes in favor of the amendment.

Old Kent's Restated Articles also provide that Article XII (dealing
with expanded dissenters' rights) cannot be amended unless such amendment
is adopted by the affirmative vote of the holders of not less than 75% of
the outstanding shares of all capital stock of the corporation entitled to
vote thereon; except that this 75% vote limitation does not apply if at
least 50% of the entire Board of Directors and at least 50% of the
Continuing Directors vote in favor of the amendment.

EVALUATION OF PROPOSED OFFERS

Old Kent's Restated Articles of Incorporation provide that Old Kent's
Board of Directors will not approve, adopt, or recommend any proposal of
any party other than Old Kent to make a tender or exchange offer for any
equity security of Old Kent, or engage in any merger or consolidation of
Old Kent with or into another entity, any sale, exchange, lease, mortgage,
pledge, transfer, or other disposition of all or substantially all of Old
Kent's assets, any liquidation or dissolution of Old Kent or any
reorganization or recapitalization of Old Kent that would result in a
change of control of Old Kent, unless it has first evaluated the proposal
and determined, in its judgment, that the proposal would be in substantial
compliance with all applicable laws. If Old Kent's Board of Directors
determines, in its judgment, that a proposal would be in substantial
compliance with all laws, the Board of Directors will then evaluate the
proposal and determine whether the proposal is in the best interests of Old
Kent and its shareholders. In evaluating a proposed offer to determine
whether it would be in the best interests of Old Kent and its shareholders,
the Board of Directors, in exercising its judgment, may consider all facts
that it deems relevant including, without limitation: (a) the fairness of
the consideration to be received by Old Kent's shareholders under the
proposed offer; (b) the possible economic and social impact of the proposed
offer and its consummation on Old Kent and its subsidiaries and their
employees, customers, and depositors; (c) the possible economic and social
impact of the proposed offer and its consummation on the communities in
which Old Kent and its subsidiaries operate or are located; (d) the
business, financial condition, safety, soundness, and earning prospects of
the offering party; (e) the competence, experience, and integrity of the
offering party and its management; and (f) the intentions of the offering
party regarding the use of the assets of Old Kent to finance the
transaction.

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EXPERTS

The financial statements incorporated by reference in this Prospectus
and elsewhere in the registration statement to the extent and for the
periods indicated in their reports have been audited by Arthur Andersen
LLP, independent public accountants, and are included herein in reliance
upon the authority of said firm as experts in giving said reports.

FORWARD-LOOKING INFORMATION

This Prospectus and documents incorporated by reference in this
Prospectus contain forward-looking statements that are based on
managements' beliefs, assumptions, current expectations, estimates and
projections about the financial services industry, the economy, and about
Old Kent. Words such as "anticipates", "believes", "estimates", "expects",
"forecasts", "intends", "is likely", "plans", "projects", variations of
such words and similar expressions are intended to identify such forward-
looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties, and assumptions that
are difficult to predict with regard to timing, extent, likelihood, and
degree of occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed or forecasted in such forward-
looking statements. Future factors that could cause a difference between
an ultimate actual outcome and a preceding forward-looking statement
include, but are not limited to, changes in interest rates and interest
rate relationships; demand for products and services; the degree of
competition by traditional and non-traditional competitors; changes in
banking laws or regulations; changes in tax laws; changes in prices,
levies, and assessments; the impact of technological advances; government
and regulatory policy changes; the outcome of pending and future litigation
and contingencies; trends in customer behaviors or their ability to repay
loans; and the vicissitudes of the world and national economies. Old Kent
does not undertake any obligation to update, amend, or clarify forward-
looking statements, as a result of new information, future events, or
otherwise.

WHERE YOU CAN FIND MORE INFORMATION

Old Kent has filed a registration statement on Form S-4 to register
with the SEC the offering of Old Kent Common Stock to be issued by Old Kent
in a Business Combination. This Prospectus is a part of that Registration
Statement. As allowed by SEC rules, this Prospectus does not contain all
of the information contained in the registration statement or the exhibits
to the registration statement.

Old Kent is subject to the informational requirements of the
Securities Exchange Act of 1934. Accordingly, Old Kent files annual,

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<PAGE>
quarterly and current reports, proxy statements, and other information with
the SEC. You may read and copy any reports, statements or other
information Old Kent files at the SEC's public reference rooms located at
Judiciary Plaza, 450 Fifth Street N.W., Room 1024, Washington, D.C.; Seven
World Trade Center, Suite 1300, New York, New York, and 500 W. Madison
Street, Suite 1400, Chicago, Illinois. You may call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Old
Kent's SEC filings are also available to the public from commercial
document retrieval services and at the web site maintained by the SEC at
"http://www.sec.gov."

The SEC allows Old Kent to incorporate by reference information into
this Prospectus. This means that Old Kent can disclose important
information by referring to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part of this
Prospectus, except for any information superseded by information in this
Prospectus. This Prospectus incorporates by reference the documents listed
below that Old Kent has previously filed with the SEC. These documents
contain important information about Old Kent and its finances.

OLD KENT SEC FILINGS (FILE NO. 0-12216) PERIOD
Annual Report on Form 10-K Year ended December 31, 1997
(as amended on Form 10-K/A)
Quarterly Report on Form 10-Q Quarter ended March 31, 1998
Current Reports on Form 8-K Filed on January 29, 1998,
March 4, 1998, April 24, 1998
Registration Statement on Form 8-B Filed on May 31, 1984

All documents subsequently filed by Old Kent with the SEC pursuant to
Sections 13(a), 13(c), 14, and 15 of the Exchange Act between the date of
this Prospectus and the date Old Kent terminates the offering of Common
Stock under this Prospectus are also incorporated by reference into this
Prospectus.

You should rely only on the information contained or incorporated by
reference in this Prospectus. Old Kent has not authorized anyone to
provide you with information that is different from what is contained in
this Prospectus.

You should not assume that the information contained in this
Prospectus is accurate as of any date other than the date on the front
cover of this Prospectus. Neither the mailing of this Prospectus to you
nor the issuance of Old Kent Common Stock in a Business Combination shall
create any implication to the contrary.

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<PAGE>
PART II

INFORMATION NOT REQUIRED IN 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.

Old Kent is obligated under its Restated Articles of Incorporation to
indemnify its directors and executive officers to the full extent permitted
under the MBCA. Old Kent may similarly indemnify persons who are not
directors or executive officers to the extent authorized by Old Kent's
Board of Directors.

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 Old Kent or its shareholders (and,
if a criminal proceeding, if they had no reasonable cause to believe their
conduct was unlawful) against: (a) 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 Old
Kent) arising out of a position with Old Kent (or with some other entity at
Old Kent's request); and (b) 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 Old Kent, unless the director or officer is found liable to
Old Kent, 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.

The MBCA generally requires that the indemnification provided for
in (a) and (b) 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. If

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<PAGE>
the articles of incorporation include a provision eliminating or limiting
the liability of a director, however, a corporation may indemnify a
director for certain expenses and liabilities without a determination that
the director met the applicable standards of conducts, unless the director
received a financial benefit to which he or she was not entitled,
intentionally inflicted harm on the corporation or its shareholders,
violated Section 551 of the MBCA, or intentionally committed a criminal
act. In connection with an action by or in the right of the corporation,
such indemnification may be for expenses (including attorneys' fees)
actually and reasonably incurred. In connection with an action, suit, or
proceeding other than an action, suit, or proceeding by or in the right of
the corporation, such indemnification may be for expenses (including
attorneys' fees) actually and reasonably incurred, and for judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred.

In certain circumstances, the MBCA further permits advances to cover
such expenses before a final determination that indemnification is
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 and which may be accepted without reference to the financial
ability of the person to make repayment, 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. If a provision in
the articles of incorporation or bylaws, a resolution of the board or
shareholders, or an agreement makes indemnification mandatory, then the
advancement of expenses is also mandatory, unless the provision, resolution
or agreement specifically provides otherwise.

Indemnification under the MBCA is not exclusive of other rights to
indemnification to which a person may be entitled under Old Kent'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 Old Kent to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions
with Old Kent, whether or not such liabilities would be within the above
indemnification provisions. Pursuant to this authority, Old Kent maintains
such insurance on behalf of its directors and officers.

Old Kent has entered into indemnity agreements with each of its
directors. The agreements provide that Old Kent will indemnify the
director, subject to certain limitations, for expenses and costs, including

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<PAGE>
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 Old Kent (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 Old Kent or by reason of
any action taken by the indemnitee while serving as a director, officer,
employee, agent, or fiduciary of Old Kent, or by reason of the fact that
the indemnitee was serving at the request of Old Kent in a similar capacity
with another entity, if such expenses and costs may be indemnified under
the MBCA. In accordance with Old Kent'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 applicable standards of conduct set forth in the indemnity
agreements.

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.<F*>

3.2 BYLAWS. Previously filed as Exhibit 3(b) to Old
Kent's Form 10-Q Quarterly Report filed for the
fiscal quarter ended June 30, 1997. Here
incorporated by reference.

4.1 RIGHTS AGREEMENT. Previously filed as an exhibit to
Old Kent's Form 8-A Registration Statement filed
January 21, 1997. Here incorporated by reference.

4.2 CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS
OF SERIES C PREFERRED STOCK. Previously filed as
Exhibit 4.3 to Old Kent's Form 8-K filed March 5,
1997. Here incorporated by reference.

4.3 FORM OF OLD KENT CAPITAL TRUST I FLOATING RATE
SUBORDINATED CAPITAL INCOME SECURITIES (LIQUIDATION
AMOUNT OF $1,000 PER CAPITAL SECURITY). Previously
filed as Exhibit 4.7 to Old Kent's Form S-4
Registration Statement filed July 10, 1997. Here
incorporated by reference.

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<PAGE>
4.4 FORM OF OLD KENT FINANCIAL CORPORATION FLOATING RATE
JUNIOR SUBORDINATED DEBENTURE DUE 2027. Previously
filed as Exhibit 4.5 to Old Kent's Form S-4
Registration Statement filed July 10, 1997. Here
incorporated by reference.

4.5 AMENDED AND RESTATED DECLARATION OF TRUST, DATED AS
OF JANUARY 31, 1997, AMONG OLD KENT; ALBERT T.
POTAS, THOMAS E. POWELL, AND MARY E. TUUK, AS
"REGULAR TRUSTEES" (AS DEFINED THEREIN); BANKERS
TRUST COMPANY; AND BANKERS TRUST (DELAWARE).
Previously filed as Exhibit 4.6 to Old Kent's Form
8-K filed March 5, 1997. Here incorporated by
reference.

4.6 GUARANTEE AGREEMENT, DATED AS OF AUGUST 21, 1997,
BETWEEN OLD KENT AND BANKERS TRUST COMPANY.
Previously filed as Exhibit 4.7 to Old Kent's Form
8-K filed March 4, 1998. Here incorporated by
reference.

4.7 INDENTURE, DATED AS OF JANUARY 31, 1997, BETWEEN OLD
KENT AND BANKERS TRUST COMPANY. Previously filed as
Exhibit 4.8 to Old Kent's Form 8-K filed March 5,
1997. Here incorporated by reference.

4.8 LONG-TERM DEBT. Old Kent has outstanding long-term
debt that, at the time of this Registration
Statement, does not exceed 10% of Old Kent's total
consolidated assets. Old Kent agrees to furnish
copies of the agreements defining the rights of
holders of such long-term indebtedness to the
Securities and Exchange Commission upon request.

5.1 OPINION OF WARNER NORCROSS & JUDD LLP.<F*>

10.1 EXECUTIVE STOCK OPTION PLAN OF 1986. Previously
filed as Exhibit 10 to Old Kent's Form 10-Q
Quarterly Report for its fiscal quarter ended
September 30, 1995. Here incorporated by reference.

10.2 AMENDMENT TO EXECUTIVE STOCK OPTION PLAN OF 1986.
Previously filed as Exhibit 10.19 to Old Kent's Form
8-K filed March 5, 1997. Here incorporated by
reference.

10.3 RESTRICTED STOCK PLAN OF 1987. Previously filed as
part of Old Kent's Definitive Proxy Statement dated
March 6, 1992. Here incorporated by reference.

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<PAGE>
10.4 AMENDMENT TO RESTRICTED STOCK PLAN OF 1987.
Previously filed as Exhibit 10(f) to Old Kent's Form
8-K filed February 23, 1996. Here incorporated by
reference.

10.5 OLD KENT EXECUTIVE RETIREMENT INCOME PLAN AND
RELATED TRUST. Previously filed as Exhibit 10.5 to
Old Kent's Form 8-K filed March 4, 1998. Here
incorporated by reference.

10.6 AMENDMENT TO EXECUTIVE RETIREMENT INCOME PLAN.
Previously filed as Exhibit 10.6 to Old Kent's Form
8-K filed March 4, 1998. Here incorporated by
reference.

10.7 OLD KENT EXECUTIVE THRIFT PLAN AND RELATED TRUST.
Previously filed as Exhibit 10.7 to Old Kent's Form
8-K filed March 4, 1998. Here incorporated by
reference.

10.8 AMENDMENT TO EXECUTIVE THRIFT PLAN. Previously
filed as Exhibit 10(h) to Old Kent's Form 10-K
Annual Report for its fiscal year ended December 31,
1994. Here incorporated by reference.

10.9 OLD KENT DEFERRED COMPENSATION PLAN AND RELATED
TRUST Previously filed as Exhibit 10.9 to Old
Kent's Form 8-K filed March 4, 1998. Here
incorporated by reference.

10.10 STOCK OPTION INCENTIVE PLAN OF 1992. Previously
filed as Exhibit 10(b) to Old Kent's Form 10-Q
Quarterly Report for its fiscal quarter ended June
30, 1995. Here incorporated by reference.

10.11 AMENDMENT TO STOCK OPTION INCENTIVE PLAN OF 1992.
Previously filed as Exhibit 10.20 to Old Kent's Form
8-K filed March 5, 1997. Here incorporated by
reference.

10.12 AMENDMENT TO STOCK OPTION INCENTIVE PLAN OF 1992.
Previously filed as Exhibit 10(d) to Old Kent's Form
10-Q Quarterly Report for the fiscal quarter ended
June 30, 1997. Here incorporated by reference.

10.13 DEFERRED STOCK COMPENSATION PLAN AND RELATED TRUST.
Previously filed as Exhibit 10(j) to Old Kent's Form
10-K Annual Report for its fiscal year ended
December 31, 1994. Here incorporated by reference.

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<PAGE>
10.14 OLD KENT DIRECTORS' DEFERRED COMPENSATION PLAN AND
RELATED TRUST. Previously filed as Exhibit 10(n)
to Old Kent's Form 10-K Annual Report for its fiscal
year ended December 31, 1994. Here incorporated by
reference.

10.15 AMENDMENT TO OLD KENT DIRECTORS' DEFERRED
COMPENSATION PLAN. Previously filed as
Exhibit 10.15 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.

10.16 EXECUTIVE INCENTIVE BONUS PLAN. Previously filed as
part of Old Kent's Definitive Proxy Statement dated
March 1, 1997. Here incorporated by reference.

10.17 EXECUTIVE STOCK INCENTIVE PLAN OF 1997. Previously
filed as part of Old Kent's Definitive Proxy
Statement dated March 1, 1997. Here incorporated by
reference.

10.18 AMENDMENT TO EXECUTIVE STOCK INCENTIVE PLAN OF 1997.
Previously filed as Exhibit 10(d) to Old Kent's Form
10-Q Quarterly Report for the fiscal quarter ended
June 30, 1997. Here incorporated by reference.

10.19 POOLING AND SERVICE AGREEMENT. Previously filed as
Exhibit 10(r) to Old Kent's Form 8-K filed February
23, 1996. Here incorporated by reference.

10.20 EXECUTIVE SEVERANCE AGREEMENTS. The form of
Executive Severance Agreement was previously filed
as Exhibit 10.17 to Old Kent's Form 8-K filed March
5, 1997. Here incorporated by reference. An
updated participant schedule was previously filed as
Exhibit 10.20 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.

10.21 EXECUTIVE SEVERANCE AGREEMENTS. The form of
Executive Severance Agreement was previously filed
as Exhibit 10.18 to Old Kent's Form 8-K filed March
5, 1997. Here incorporated by reference. An
updated participant schedule was previously filed as
Exhibit 10.21 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.

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<PAGE>
10.22 INDEMNITY AGREEMENT. The form of Indemnity Agreement
was previously filed as Exhibit 10(c) to Old Kent's
Form 10-Q Quarterly Report for the fiscal quarter
ended June 30, 1997. Here incorporated by
reference. A participant schedule was previously
filed as Exhibit 10.22 to Old Kent's Form 8-K filed
March 4, 1998. Here incorporated by reference.

10.23 RESTRICTED STOCK AGREEMENT FOR MR. WARRINGTON.
Previously filed as Exhibit 10(p) to Old Kent's Form
8-K filed February 23, 1996. Here incorporated by
reference.

10.24 RESTRICTED STOCK AGREEMENT FOR MR. WARRINGTON.
Previously filed as Exhibit 10(q) to Old Kent's Form
8-K filed February 23, 1996. Here incorporated by
reference.

21 SUBSIDIARIES OF OLD KENT. Previously filed as
Exhibit 21 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.

23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS.<F*>

24 POWERS OF ATTORNEY.<F*>

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<F*> Filed herewith.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment
to this Registration Statement; (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement; (2) that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof, (3) to remove from registration by means of a

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post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.

(c) (1) 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.

(2) The undersigned registrant undertakes that every prospectus:
(i) that is filed pursuant to paragraph (1) immediately preceding, 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.

(d) 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 the
public policy as expressed in the Securities Act of 1933 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

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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.

(e) 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.

(f) 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.

II-9
<PAGE>
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 June 5, 1998.

OLD KENT FINANCIAL CORPORATION

By: /S/ ALBERT T. POTAS
Albert T. Potas
Its Senior Vice President and Controller

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:

June 5, 1998 */S/ RICHARD L. ANTONINI
Richard L. Antonini
Director

June 5, 1998 */S/ JOHN D. BOYLES
John D. Boyles
Director

June 5, 1998 */S/ WILLIAM P. CRAWFORD
William P. Crawford
Director

June 5, 1998 */S/ RICHARD M. DEVOS, JR.
Richard M. DeVos, Jr.
Director

June 5, 1998 */S/ WILLIAM G. GONZALEZ
William G. Gonzalez
Director

June 5, 1998 */S/ JAMES P. HACKETT
James P. Hackett
Director

June 5, 1998 */S/ ERINA HANKA
Erina Hanka
Director

II-10
<PAGE>
June 5, 1998 */S/ EARL D. HOLTON
Earl D. Holton
Director

June 5, 1998 */S/ MICHAEL J. JANDERNOA
Michael J. Jandernoa
Director

June 5, 1998 */S/ KEVIN T. KABAT
Kevin T. Kabat
Vice Chairman of the Board and Director

June 5, 1998 */S/ FRED P. KELLER
Fred P. Keller
Director

June 5, 1998 */S/ JOHN P. KELLER
John P. Keller
Director

June 5, 1998 */S/ HENDRIK G. MEIJER
Hendrik G. Meijer
Director

June 5, 1998 */S/ PERCY A. PIERRE
Percy A. Pierre
Director

June 5, 1998 */S/ MARILYN J. SCHLACK
Marilyn J. Schlack
Director

June 5, 1998 */S/ PETER F. SECCHIA
Peter F. Secchia
Director

June 5, 1998 */S/ DAVID J. WAGNER
David J. Wagner
Chairman of the Board, President, Chief
Executive Officer, and Director
(Principal Executive Officer)

June 5, 1998 */S/ MARGARET SELLERS WALKER
Margaret Sellers Walker
Director

II-11
<PAGE>
June 5, 1998 */S/ ROBERT H. WARRINGTON
Robert H. Warrington
Vice Chairman of the Board and Director
(Principal Financial and Accounting
Officer)

June 5, 1998 *By /S/ ALBERT T. POTAS
Albert T. Potas
Attorney-in-Fact

II-12
<PAGE>
EXHIBIT INDEX

NUMBER EXHIBIT

3.1 RESTATED ARTICLES OF INCORPORATION.<F*>

3.2 BYLAWS. Previously filed as Exhibit 3(b) to Old
Kent's Form 10-Q Quarterly Report filed for the
fiscal quarter ended June 30, 1997. Here
incorporated by reference.

4.1 RIGHTS AGREEMENT. Previously filed as an exhibit to
Old Kent's Form 8-A Registration Statement filed
January 21, 1997. Here incorporated by reference.

4.2 CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS
OF SERIES C PREFERRED STOCK. Previously filed as
Exhibit 4.3 to Old Kent's Form 8-K filed March 5,
1997. Here incorporated by reference.

4.4 FORM OF OLD KENT FINANCIAL CORPORATION FLOATING RATE
JUNIOR SUBORDINATED DEBENTURE DUE 2027. Previously
filed as Exhibit 4.5 to Old Kent's Form S-4
Registration Statement filed July 10, 1997. Here
incorporated by reference.

<PAGE>
4.7 INDENTURE, DATED AS OF JANUARY 31, 1997, BETWEEN OLD
KENT AND BANKERS TRUST COMPANY. Previously filed as
Exhibit 4.8 to Old Kent's Form 8-K filed March 5,
1997. Here incorporated by reference.

5.1 OPINION OF WARNER NORCROSS & JUDD LLP.<F*>

10.1 EXECUTIVE STOCK OPTION PLAN OF 1986. Previously
filed as Exhibit 10 to Old Kent's Form 10-Q
Quarterly Report for its fiscal quarter ended
September 30, 1995. Here incorporated by reference.

10.2 AMENDMENT TO EXECUTIVE STOCK OPTION PLAN OF 1986.
Previously filed as Exhibit 10.19 to Old Kent's Form
8-K filed March 5, 1997. Here incorporated by
reference.

10.3 RESTRICTED STOCK PLAN OF 1987. Previously filed as
part of Old Kent's Definitive Proxy Statement dated
March 6, 1992. Here incorporated by reference.

10.4 AMENDMENT TO RESTRICTED STOCK PLAN OF 1987.
Previously filed as Exhibit 10(f) to Old Kent's Form
8-K filed February 23, 1996. Here incorporated by
reference.

10.5 OLD KENT EXECUTIVE RETIREMENT INCOME PLAN AND
RELATED TRUST. Previously filed as Exhibit 10.5 to
Old Kent's Form 8-K filed March 4, 1998. Here
incorporated by reference.

10.6 AMENDMENT TO EXECUTIVE RETIREMENT INCOME PLAN.
Previously filed as Exhibit 10.6 to Old Kent's Form
8-K filed March 4, 1998. Here incorporated by
reference.

10.7 OLD KENT EXECUTIVE THRIFT PLAN AND RELATED TRUST.
Previously filed as Exhibit 10.7 to Old Kent's Form
8-K filed March 4, 1998. Here incorporated by
reference.

<PAGE>
10.8 AMENDMENT TO EXECUTIVE THRIFT PLAN. Previously
filed as Exhibit 10(h) to Old Kent's Form 10-K
Annual Report for its fiscal year ended December 31,
1994. Here incorporated by reference.

10.9 OLD KENT DEFERRED COMPENSATION PLAN AND RELATED
TRUST Previously filed as Exhibit 10.9 to Old
Kent's Form 8-K filed March 4, 1998. Here
incorporated by reference.

10.10 STOCK OPTION INCENTIVE PLAN OF 1992. Previously
filed as Exhibit 10(b) to Old Kent's Form 10-Q
Quarterly Report for its fiscal quarter ended June
30, 1995. Here incorporated by reference.

10.11 AMENDMENT TO STOCK OPTION INCENTIVE PLAN OF 1992.
Previously filed as Exhibit 10.20 to Old Kent's Form
8-K filed March 5, 1997. Here incorporated by
reference.

10.14 OLD KENT DIRECTORS' DEFERRED COMPENSATION PLAN AND
RELATED TRUST. Previously filed as Exhibit 10(n)
to Old Kent's Form 10-K Annual Report for its fiscal
year ended December 31, 1994. Here incorporated by
reference.

10.15 AMENDMENT TO OLD KENT DIRECTORS' DEFERRED
COMPENSATION PLAN. Previously filed as
Exhibit 10.15 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.

10.16 EXECUTIVE INCENTIVE BONUS PLAN. Previously filed as
part of Old Kent's Definitive Proxy Statement dated
March 1, 1997. Here incorporated by reference.

10.17 EXECUTIVE STOCK INCENTIVE PLAN OF 1997. Previously
filed as part of Old Kent's Definitive Proxy
Statement dated March 1, 1997. Here incorporated by
reference.

<PAGE>
10.18 AMENDMENT TO EXECUTIVE STOCK INCENTIVE PLAN OF 1997.
Previously filed as Exhibit 10(d) to Old Kent's Form
10-Q Quarterly Report for the fiscal quarter ended
June 30, 1997. Here incorporated by reference.

10.19 POOLING AND SERVICE AGREEMENT. Previously filed as
Exhibit 10(r) to Old Kent's Form 8-K filed February
23, 1996. Here incorporated by reference.

10.22 INDEMNITY AGREEMENT. The form of Indemnity Agreement
was previously filed as Exhibit 10(c) to Old Kent's
Form 10-Q Quarterly Report for the fiscal quarter
ended June 30, 1997. Here incorporated by
reference. A participant schedule was previously
filed as Exhibit 10.22 to Old Kent's Form 8-K filed
March 4, 1998. Here incorporated by reference.

10.23 RESTRICTED STOCK AGREEMENT FOR MR. WARRINGTON.
Previously filed as Exhibit 10(p) to Old Kent's Form
8-K filed February 23, 1996. Here incorporated by
reference.

10.24 RESTRICTED STOCK AGREEMENT FOR MR. WARRINGTON.
Previously filed as Exhibit 10(q) to Old Kent's Form
8-K filed February 23, 1996. Here incorporated by
reference.

21 SUBSIDIARIES OF OLD KENT. Previously filed as
Exhibit 21 to Old Kent's Form 8-K filed March 4,
1998. Here incorporated by reference.

23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS.<F*>

<PAGE>
24 POWERS OF ATTORNEY.<F*>

- ---------------------------
<F*> Filed herewith.

<PAGE>
EXHIBIT 3.1

RESTATED ARTICLES OF INCORPORATION
OF
OLD KENT FINANCIAL CORPORATION

(Composite as Amended through April 20, 1998)

ARTICLE I

The name of the corporation is

OLD KENT FINANCIAL CORPORATION

ARTICLE II

The purposes of the corporation are to serve as a bank holding company
and to engage in any other activities within the purposes for which
corporations may be organized under the Business Corporation Act.

ARTICLE III

The total number of shares of stock which the corporation shall have
the authority to issue is three hundred twenty-five million (325,000,000)
divided into two classes, as follows:

(1) Three hundred million (300,000,000) shares of common
stock of the par value of One Dollar ($1.00) per share, which
shall be called "Common Stock"; and

(2) Twenty-five million (25,000,000) shares of preferred stock,
having no par value, which shall be called "Preferred Stock," of
which three million (3,000,000) shares shall be Series A
Preferred Stock.

The following provisions shall apply to the authorized stock of the
corporation.

A. PROVISIONS APPLICABLE TO COMMON STOCK.

1. NO PREFERENCE. None of the shares of the Common Stock shall
be entitled to any preferences, and each share of Common Stock shall be
equal to every other share of said Common Stock in every respect.

2. DIVIDENDS. After payment or declaration of full cumulative
dividends on all shares having a priority over the Common Stock as to
dividends, and after making all required sinking or retirement fund
payments on all classes of preferred shares and on any other stock of the
corporation ranking as to dividends or assets prior to the Common Stock,
dividends on the shares of Common Stock may be declared and paid, but only
when and as determined by the Board of Directors.

<PAGE>
3. RIGHTS ON LIQUIDATION. On any liquidation, dissolution, or
winding up of the corporation, after there shall have been paid to or set
aside for the holders of all shares having priority over the Common Stock
the full preferential amounts to which they are respectively entitled, the
holders of the Common Stock shall be entitled to receive pro rata all the
remaining assets of the corporation available for distribution to its
shareholders.

4. VOTING. At all meetings of shareholders of the corporation,
the holders of the Common Stock shall be entitled to one vote for each
share of Common Stock held by them respectively.

B. PROVISIONS APPLICABLE TO PREFERRED STOCK.

1. ISSUANCE IN SERIES. The authorized shares of Preferred
Stock may be issued from time to time in one or more series, each of such
series, except the Series A Preferred Stock authorized in this Article, to
have such designations, powers, preferences, and relative, participating,
optional, or other rights, and such qualifications, limitations, or
restrictions thereof, as may be stated in a resolution or resolutions
providing for the issue of such series adopted by the Board of Directors.
Authority is hereby expressly granted to the Board of Directors, subject to
the provisions of this Article, to authorize the issue of any authorized
and unissued shares of Preferred Stock (whether or not previously
designated as shares of a particular series, and including shares of any
series issued and thereafter acquired by the corporation) as shares of one
or more series of Preferred Stock, and with respect to each series to
determine and designate by resolution or resolutions providing for the
issue of such series:

(a) The number of shares to constitute the series and the
title thereof;

(b) The rate of the annual dividends thereon, the dates of
payment thereof, whether or not such dividends shall be
cumulative, and, if so, the date or dates from which such
dividends shall be cumulative;

(c) Whether the share of such series shall be redeemable,
and, if redeemable, whether redeemable for cash, property or
rights, including securities of any other corporation, and
whether redeemable at the option of the holder or the corporation
or upon the happening of a specified event, the limitations and
restrictions with respect to such redemption, the time r times
when, the price or prices or rate or rates at which, the
adjustments with which and the manner in which such shares shall
be redeemable, including the manner of selecting shares of such
series for redemption if less than all shares are to be redeemed;

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<PAGE>
(d) The amount per share payable to holders thereof upon
any voluntary or involuntary liquidation, dissolution, or winding
up of the corporation;

(e) The conversion or exchange rights, if any, of such
series, including, without limitation, the price or prices, or
rate or rates, provisions for the adjustment thereof (including
provisions for protection against the dilution or impairment of
such rights), and all other terms and conditions upon which
shares constituting such series may be converted into, or
exchanged for, shares of any other class or classes or series;

(f) The voting rights per share, if any, of each such
series, provided that in no event shall any shares of any series
be entitled to more than one vote per share;

(g) All other rights, privileges, terms, and conditions
that are permitted by law and are not inconsistent with this
Article.

All shares of Preferred Stock shall rank equally and be identical in
all respects except as to the matters specified in this Article or any
amendment thereto, or the matters permitted to be fixed by the Board of
Directors, and all shares of any one series thereof shall be identical in
every particular except as to the date, if any, from which dividends on
such shares shall accumulate.

2. DIVIDENDS. The holders of share of each series of Preferred
Stock shall be entitled to receive, when, as and if declared by the Board
of Directors, dividends at, but not exceeding, the dividend rate fixed for
such series by this Article with respect to the Series A Preferred Stock,
or, with respect to all other Preferred Stock, by the Board of Directors
pursuant to the provisions of this Article.

3. LIQUIDATION PREFERENCE. Upon the liquidation, dissolution, or
winding up of the affairs of the corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each series shall be
entitled to receive in full out of the assets of the corporation available
for distribution to shareholders (including its capital) before any amount
shall be paid to, or distributed among, the holders of Common Stock, an
amount or amounts fixed by this Article with respect to Series A Preferred
Stock, and by the Board of Directors with respect to all other Preferred
Stock. If the assets of the corporation legally available for payment or
distribution to holders of the Preferred Stock upon the voluntary or
involuntary liquidation, dissolution, or winding up of the affairs of the
corporation are insufficient to permit the payment of the full preferential
amount to which all outstanding shares of the Preferred Stock are entitled,
then such assets shall be distributed ratably upon outstanding shares of

-3-
<PAGE>
the Preferred Stock in proportion to the full referential amount to which
each such share shall be entitled. After payment to holders of the
Preferred Stock of the full preferential amount, holders of the Preferred
Stock as such shall have no right or claim to any of the remaining assets
of the corporation. The merger or consolidation of the corporation into or
with any other corporation, or the merger of any other corporation into the
corporation, or the sale, lease, or conveyance of all or substantially all
of the property or business of the corporation, shall not be deemed to be a
dissolution, liquidation or winding up for purposes of this Section 3.

C. PROVISIONS APPLICABLE TO SERIES A PREFERRED STOCK.

1. STATED VALUE. The Series A Preferred Stock shall have a
stated value of $13.00 per share.

2. DIVIDENDS. The holders of Series A Preferred Stock, in
preference to the holders of the Common Stock, shall be entitled to
receive, when, as, and if declared by the Board of Directors, out of funds
legally available therefor, cumulative dividends of $1.82 per share per
annum, from the date of issuance, payable quarterly on March 15, June 15,
September 15, and December 15 of each year.

So long as any share of Series A Preferred Stock shall be
outstanding, no dividend shall be paid or declared, no funds shall be set
aside for payment of dividends, and no distribution shall be made on the
Common Stock until all dividends accrued on the Series A Preferred Stock
have been paid for the current and all prior dividend periods.

3. LIQUIDATION PREFERENCE. Upon the liquidation, dissolution,
or winding up of the affairs of the corporation, whether voluntary or
involuntary, the holders of Series A Preferred Stock shall be entitled to
receive in full out of the assets of the corporation available for
distribution to shareholders, including its capital, before any amount
shall be paid to, or distributed among, the holders of Common Stock, the
sum of $13.00 per share, plus all accrued and unpaid dividends to the time
of payment.

4. REDEMPTION.

4.01 OPTION TO REDEEM. No shares of the Series A Preferred
Stock shall be redeemed prior to the seventh anniversary of their
issuance. Thereafter, outstanding shares of Series A Preferred
Stock may be redeemed, as a whole or in part, at the option of
the corporation by vote of its Board of Directors at any time or
from time to time, upon no less than 60 or more than 90 days'
notice. If less than all the outstanding shares of the Series A
Preferred Stock are to be redeemed, the shares to be redeemed
shall be determined by lot or pro rata, in such manner as the

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<PAGE>
Board of Directors may prescribe. The redemption price for
shares of the Series A Preferred Stock shall be $13.30 per share
during the year following the seventh anniversary of their
issuance, and $13.00 per share as of the eighth anniversary of
their issuance and thereafter together in each case with accrued
unpaid dividends to the date fixed for redemption.

4.02 NOTICE. Written notice of redemption shall be given to
each holder of record of the shares of Series A Preferred Stock
to be redeemed, by mailing a notice of redemption to such holder
by first class mail, at such holder's address as it shall appear
on the stock books of the corporation, in each case at least 60
days and not more than 90 days prior to the date fixed for
redemption. Each such notice shall specify the shares of stock
to be redeemed, the redemption price, the date fixed for
redemption, the place for payment of the redemption price and for
surrender of the certificate representing the shares to be
redeemed, and if less than the total number of shares held by
such holder are to be redeemed, the number of shares of such
holder to be redeemed.

4.03 DEPOSIT OF REDEMPTION FUNDS. If notice of redemption
shall have been given as herein provided and if, on or before the
date fixed for redemption, the redemption price shall have been
provided and set aside by the corporation with a bank with trust
powers for the pro rata benefit of the holders of the shares so
called for redemption, then, from and after the date fixed for
redemption, the shares of Series A Preferred Stock called for
redemption shall no longer be deemed outstanding, the dividends
thereon shall cease to accumulate, and all rights with respect to
such shares shall forthwith cease and terminate, except only the
right of the holders thereof to receive the redemption price of
the shares so called for redemption, but without interest. The
Board of Directors shall designate a bank with trust powers as a
depositary of the funds to be used for redemption of such shares
and as agent of the corporation for the giving of the notices of
redemption, the receipt of the shares so called for redemption
and the payment of the redemption price, the acts of such
designated agent on behalf of the corporation to be as effective
and to have the same results as if all such acts were done by the
corporation.

Any monies deposited by the corporation with such designated
bank, which shall not be required for the redemption of shares
because of the conversion of such shares subsequent to the date
of deposit, shall be repaid to the corporation forthwith. Any
other monies so deposited by the corporation with a designated
bank and unclaimed at the end of six years from the date fixed
for redemption shall be repaid to the corporation upon its

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<PAGE>
request, after which repayment the holders of the shares so
called for redemption shall look only to the corporation for the
payment thereof.

4.04 NO SINKING FUND. The corporation shall not be
obligated to make payments into or to maintain any sinking fund
for the Series A Preferred Stock.

5. CONVERSION.

5.01 CONVERSION PRIVILEGE. The holder of each share of the
outstanding Series A Preferred Stock shall have the right at any
time to surrender the certificates evidencing such shares and
receive, in conversion thereof and in lieu of any unpaid
dividends, fully paid and nonassessable shares of Common Stock of
the corporation. Each share of Series A Preferred Stock shall be
taken at a value of $13.00 for the purpose of such conversion.
The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Price") shall be $18.50
per share of Common Stock. The Conversion Price shall be
adjusted in certain instances as provided in subsection 5.04. In
case shares of the Series A Preferred Stock are called for
redemption, the right to convert such shares shall cease and
terminate at the close of business on the last day before the
date fixed for redemption, unless default shall be made in
payment of the redemption price.

5.02 MANNER OF EXERCISE OF CONVERSION PRIVILEGE. To
exercise the conversion privilege, the holder of Series A
Preferred Stock shall surrender the certificates representing the
shares to be converted at the office of the Transfer Agent of the
corporation and shall give written notice to the corporation at
such office that the holder elects to convert such shares. Such
certificates shall be duly endorsed or assigned to the
corporation, or in blank. Conversion shall be deemed to have
been effected immediately prior to the close of business on the
date upon which such surrender is made, and such date is referred
to in this Section 5 as the "Conversion Date." On the Conversion
Date or as promptly thereafter as practicable, the corporation
shall deliver to the holder of the stock surrendered for
conversion, or as otherwise directed by him in writing, a
certificate for the number of full shares of Common Stock
deliverable upon conversion of such Series A Preferred Stock and
a check in respect to any fraction of a share as provided in
subsection 5.03.

5.03 CASH ADJUSTMENT FOR FRACTIONAL SHARES UPON CONVERSION.
The corporation shall not be required to deliver fractional

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<PAGE>
shares of Common Stock upon conversion of shares of Series A
Preferred Stock. In lieu of any fractional interest in a share
of Common Stock that would otherwise be deliverable upon
conversion, the corporation shall pay an amount in cash equal to
the current market value of the fractional interest, computed on
the basis of the market price on the last business day before the
Conversion Date. For purposes of this section, the "market
price" on any business day shall be the closing bid price per
share of Common Stock in the over-the-counter market as furnished
by a member of the National Association of Securities Dealers
selected from time to time by the corporation for that purpose
or, if the shares of Common Stock are listed or admitted to
trading on any national securities exchange, the reported closing
bid price per share of Common Stock on such day.

5.04 ADJUSTMENT OF CONVERSION PRICE. The Conversion Price
of the Series A Preferred Stock shall be adjusted from time to
time as follows:

(a) If the corporation shall, while any of the Series
A Preferred Stock is outstanding (i) pay a dividend on its
Common Stock in shares of its Common Stock, (ii) subdivide
its outstanding shares of Common Stock, or (iii) issue by
reclassification of its shares of Common Stock any shares of
stock of the corporation, the Conversion Price in effect
immediately prior thereto shall be adjusted so that the
holder of any share of Series A Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the
number of shares of Common Stock or other securities of the
corporation which he would have owned or have been entitled
to receive after the happening of any of the events
described above had such share of Series A Preferred Stock
been converted immediately prior to the happening of such
event. An adjustment made pursuant to this subparagraph (a)
on account of actions taken by the corporation prior to the
issuance of shares of Series A Preferred Stock by the
corporation shall become effective as of the first issue
date for such shares. An adjustment made pursuant to this
subparagraph (a) on account of actions taken by the
corporation after the first issue date for shares of Series
A Preferred Stock shall become effective in the case of a
dividend immediately after the opening of business on the
day following the record date for the determination of
shareholders entitled to receive such dividend, and shall
become effective in the case of a subdivision, combination,
or reclassification immediately after the opening of
business on the day following the day when such subdivision,
combination, or reclassification becomes effective.

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<PAGE>
(b) If the corporation shall, while any of the Series
A Preferred Stock is outstanding, issue rights or warrants
ratably to the holders of shares of its Common Stock
entitling them to subscribe for or purchase shares of Common
Stock at a price per share less than the market price per
share of Common Stock on the record date for the
determination of shareholders entitled to receive such
rights and warrants, the Conversion Price in effect
immediately before that record date shall be adjusted as of
the day following that record date so that it shall equal
the price determined by multiplying the Conversion Price in
effect immediately before that record date by a fraction, of
which the numerator shall be the number of shares of Common
Stock outstanding on that record date plus the number of
shares of Common Stock that the aggregate offering price of
the total number of shares so offered would purchase at such
current market price per share of Common Stock and of which
the denominator shall be the number of shares of Common
Stock outstanding on that record date plus the number of
additional shares of Common Stock offered for subscription
or purchase. To the extent that such rights or warrants are
not exercised before the expiration thereof, the Conversion
Price shall be readjusted to the Conversion Price that would
then be in effect based upon the number of shares of Common
Stock actually delivered upon the exercise of such rights or
warrants.

(c) If the corporation shall, while any of the Series
A Preferred Stock is outstanding, make a distribution, part
or all of which is other than in cash out of current or
retained earnings, or Common Stock of the corporation, to
holders of shares of its Common Stock, the Conversion Price
in effect immediately before the record date for the
determination of shareholders entitled to receive such
distribution shall be adjusted immediately after the opening
of business on the day following that record date so that it
shall equal the price determined by multiplying the
Conversion Price in effect immediately prior thereto by a
fraction, of which the numerator shall be determined by
subtracting the fair market value (as determined by the
Board of Directors) of the distributions from an amount
equal to the total number of shares of Common Stock
outstanding on such record date multiplied by the current
market price per share of Common Stock on that record date,
and of which the denominator shall be the total number of
shares of Common Stock outstanding on that record date
multiplied by such current market price per share on that
record date.

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<PAGE>
(d) For the purpose of any computation under
subparagraphs (b), (c) and (d) above, the current market
price per share of Common Stock at any date shall be deemed
to be the average of the market prices for the thirty
consecutive business days terminating fifteen calendar days
before the day in question. The market price for each day
shall be determined as provided in subsection 5.03 hereof.

(e) The corporation shall be entitled, at the same
time that it takes an action with respect to the Common
Stock that would otherwise require adjustment under
subparagraphs (a) through (d) above, to take the same action
with respect to the Series A Preferred Stock in the same
proportion as if each share of Series A Preferred Stock had
been converted into shares of Common Stock at the then
applicable Conversion Price immediately before the record
date for the determination of holders of Common Stock
entitled to receive the dividends, rights, warrants,
distributions, or discounted Common Stock, and in such case
no adjustment in the Conversion Price shall be made.

(f) Except as herein otherwise provided, no adjustment
in the Conversion Price shall be made by reason of the
issuance of shares of Common Stock, or any securities
convertible into or exchangeable for shares of Common Stock,
or any securities carrying the right to purchase any of the
foregoing or for any other reason whatsoever.

(g) No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or
decrease of at least one percent (1%) of such price;
provided however, that any adjustments which by reason of
this subparagraph (g) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 5 shall be
made to the nearest cent or to the nearest hundredth of a
share, as the case may be.

(h) Whenever the Conversion Price is adjusted as
provided in this subsection 5.04, the corporation shall
promptly file with the Transfer Agent for the Series A
Preferred Stock a statement signed by the Chairman of the
Board, President or Vice President of the corporation and by
its Treasurer or its Secretary showing in detail the facts
requiring such adjustment and the Conversion Price after
such adjustment and shall exhibit the same from time to time
to any holder of Series A Preferred Stock desiring an
inspection thereof. In addition, with respect to
adjustments made while Series A Preferred Stock is

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<PAGE>
outstanding, the corporation shall state that an adjustment
has been effected and the adjusted Conversion Price shall be
reflected in the corporation's annual report to shareholders
next following such adjustment.

5.05 EFFECT OF CONSOLIDATIONS, MERGERS OR SALES ON
CONVERSION PRIVILEGE. If the corporation, at any time while any
shares of the Series A Preferred Stock are outstanding, shall be
consolidated or merged with any other corporation or shall sell
or convey all or substantially all of its property, lawful
provision shall be made as part of the terms of such
consolidation, merger, or sale that the holders of any shares of
Series A Preferred Stock shall have the right to convert these
shares into the same kind and amount of securities or assets as
may be issuable, distributable, or payable upon such
consolidation, merger, or sale with respect to the Common Shares
of the corporation. Such terms shall provide for adjustments
that shall be as equivalent as practicable to the adjustments
provided for in this Section 5.

5.06 EFFECT OF RECLASSIFICATION. In case of any
reclassification or change of the outstanding shares of the
Common Stock (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a
result of a subdivision or combination), the corporation shall
provide as part of such reclassification or change that the
holder of each share of Series A Preferred Stock then outstanding
shall have the right to convert such share into the kind and
amount of shares of stock and other securities and property
receivable upon such reclassification or change by a holder of
the number of shares of Common Stock into which such share of
Series A Preferred Stock might have been converted immediately
prior to such reclassification. Such terms shall provide for
adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 5.

5.07 TRANSFER AND ISSUANCE TAXES ON CONVERSION. The issue
of stock certificates on conversions of Series A Preferred Stock
shall be made without charge to the converting shareholder for
any issue or similar tax in respect of the issue thereof. The
corporation shall not, however, be required to pay any issue,
transfer or similar tax which may be payable in respect of any
transfer arising out of the issue and delivery of shares in any
name other than that of the holer of any stock converted, and the
corporation shall not be required to issue or deliver any such
stock certificate unless and until the person or persons
requesting the issue thereof shall have paid to the corporation
the amount of such tax or shall have established to the
satisfaction of the corporation that such tax has been paid.

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5.08 CORPORATION TO RESERVE STOCK FOR CONVERSION. As long
as Series A Preferred Stock remains outstanding, the corporation
shall reserve out of its authorized but unissued Common Stock the
full number of shares of Common Stock from time to time
deliverable upon the conversion of all outstanding Series A
Preferred Stock. The corporation shall take all actions as may
be necessary so that all shares of Common Stock that may be
issued upon conversion of Series A Preferred Stock shall upon
delivery be fully paid and nonassessable.

5.09 STATUS OF SURRENDERED SHARES. Shares of Series A
Preferred Stock surrendered upon conversion shall, after such
conversion, have the status of authorized and unissued shares of
the corporation's Series A Preferred Stock.

6. VOTING. Each share of Series A Preferred Stock shall have
one vote on all matters upon which holders of Common Stock may vote, except
that while dividends are in arrears in an amount equal to at least six
quarterly dividends on the Series A Preferred Stock, the holders thereof
shall have the right to elect two additional directors at a special meeting
held for that purpose and at each annual meeting thereafter until all
accrued dividends shall have been paid. Shares of Series A Preferred Stock
and shares of Common Stock shall be treated as one class of shares for all
voting purposes except to the extent a class vote is provided by law.

7. PREEMPTIVE RIGHTS. No holders of any shares of Series A
Preferred Stock, as such, shall have any preemptive or preferential right
to subscribe for or purchase any shares of any class of this corporation,
now or hereafter authorized, or any securities convertible into, or
carrying options or warrants to purchase, shares of any class, now or
hereafter authorized, whether issued for cash, property, services, by way
of dividends, or otherwise.

8. LIMITATIONS. Without the affirmative vote of two-thirds of
the outstanding Series A Preferred Stock, the corporation may not (a)
modify the voting rights or preferences of the Series A Preferred Stock, or
(b) authorize or create any class of stock ranking prior to the Series A
Preferred Stock with respect to dividends or to the distribution of assets
in liquidation.

ARTICLE IV

The address (which is the mailing address) of the current
registered office of the corporation is One Vandenberg Center, Grand
Rapids, Michigan 49503.

The name of the current resident is Martin J. Allen, Jr.

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<PAGE>
ARTICLE V

When a compromise or arrangement or a plan of reorganization of
this corporation is proposed between this corporation and its creditors or
any class of them or between this corporation and its shareholders or any
class of them, a court of equity jurisdiction within the state, on
application of this corporation or of a creditor or shareholder thereof, or
on application of a receiver appointed for the corporation, may order a
meeting of the creditors or class of creditors or of the shareholders or
class of shareholders to be affected by the proposed compromise or
arrangement or reorganization, to be summoned in such manner as the court
directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or a
reorganization, agree to a compromise or arrangement or a reorganization of
this corporation as a consequence of the compromise or arrangement, the
compromise or arrangement and the reorganization, if sanctioned by the
court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on this corporation.

ARTICLE VI

The Board of Directors may, by resolution or resolutions, confer
upon the holders of any bonds, debentures, and notes issued or to be issued
by the corporation as part of the terms of such bonds, debentures, or
notes, rights to inspect the corporate books and records and to vote in the
election of directors and on any other matters on which shareholders of the
corporation may vote, to the extent, in the manner, and subject to the
conditions prescribed in such resolution or resolutions.

ARTICLE VII

No holder of shares of stock of the corporation of any class
which are now or hereafter may be authorized shall be entitled as a matter
of right to subscribe for, purchase or receive any shares of the stock of
any class which are now or hereafter may be authorized or any rights or
options of the corporation which it may issue or sell, whether out of the
number of shares authorized by these Articles of Incorporation, by
amendment thereof or out of the shares of stock of the corporation acquired
by it after the issuance thereof, nor shall any shareholder be entitled as
a matter of right to subscribe for, purchase or receive any bonds,
debentures or other securities which the corporation may issue or sell that
shall be convertible into or exchangeable for stock or which shall have
attached to or appertain to any warrant or warrants or other instrument or
instruments that shall confer upon the holder or owner of such obligation
the right to subscribe for, purchase or receive any shares of the capital
stock from the corporation. However, all such additional issues of stock,

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rights and options or of bonds, debentures or other securities convertible
into or exchangeable for stock or to which warrants shall be attached or
appertain or which shall confer upon the holder the right to subscribe for,
purchase or receive any shares of stock may be issued and disposed of by
the Board of Directors to such persons, firms or corporations upon such
terms as they may deem advisable.

With respect to any portion of the stock of the corporation which
is now or hereafter may be authorized or to any obligations convertible
into stock of the corporation, should the Board of Directors offer the same
to the shareholders of any class thereof, such offer shall not in any way
constitute a waiver or release of the right of the Board of Directors to
dispose of other portions of said stock subsequently without so offering
the same to the shareholders. The acceptance of stock in the corporation
shall be a waiver of any such preemptive or preferential right which in the
absence of this provision might otherwise be asserted by the shareholders
of the corporation.

ARTICLE VIII

Directors and executive officers of the corporation shall be
indemnified as of right to the fullest extent now or hereafter permitted by
law in connection with any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding (whether brought
by or in the name of the corporation, a subsidiary, or otherwise) arising
out of their service to the corporation or a subsidiary, or to another
organization at the request of the corporation or a subsidiary. Persons
who are not directors or executive officers of the corporation may be
similarly indemnified in respect of such service to the extent authorized
at any time by the Board of Directors of the corporation. The corporation
may purchase and maintain insurance to protect itself and any such
director, officer or other person against any liability asserted against
him and incurred by him in respect of such service whether or not the
corporation would have the power to indemnify him against such liability by
law or under the provisions of this paragraph. The provisions of this
paragraph shall be applicable to actions, suits or proceedings, whether
arising from acts or omissions occurring before or after the adoption
hereof, and to directors, officers and other persons who have ceased to
render such service, and shall inure to the benefit of the heirs,
executors, and administrators of the directors, officers and other persons
referred to in this paragraph.

ARTICLE IX

The corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation, and to
add additional Articles hereto, in the manner now or hereafter prescribed
by statute, and all rights conferred upon shareholders herein are granted
subject to this reservation.

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ARTICLE X

No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, this Article X shall not eliminate or
limit the liability of a director for any breach of duty, act or omission
for which the elimination or limitation of liability is not permitted by
the Business Corporation Act, as amended from time to time. No amendment,
alteration, modification or repeal of this Article X shall have any effect
on the liability of any director of the corporation with respect to any act
or omission of such director occurring prior to such amendment, alteration,
modification or repeal.

ARTICLE XI

Members of the Board of Directors of the corporation shall be
classified, elected, and removed as follows:

A. NUMBER OF DIRECTORS. The number of the directors of the
corporation shall be fixed from time to time by resolution adopted by the
affirmative vote of at least seventy-five percent (75%) of the entire Board
of Directors. The number of directors of the corporation shall not be less
than three (3).

B. CLASSIFICATION. In lieu of annual election of all directors, the
Board of Directors shall be divided into three classes, as nearly equal in
number as possible, with the term of office of one class expiring each
year. At each annual meeting of the shareholders, the successors of the
class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders held
in the third year following the year of their election.

C. NOMINATIONS OF DIRECTOR CANDIDATES.

(1) Nominations of candidates for election to the Board of
Directors of the corporation at any annual meeting of
shareholders or at any special meeting of shareholders called for
election of directors (an "Election Meeting") may be made by the
Board of Directors or by a shareholder of record of shares of a
class entitled to vote at such Election Meeting.

(2) Nominations made by the Board of Directors shall be
made at a meeting of the Board of Directors, or by written
consent of directors in lieu of a meeting, not less than twenty
(20) days prior to the date of an Election Meeting.

(3) A shareholder of record of shares of a class entitled
to vote at an Election Meeting may make a nomination at an
Election Meeting if, and only if, such shareholder shall have

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first delivered, not less than one hundred twenty (120) days
prior to the date of the Election Meeting in the case of an
annual meeting, and not more than seven (7) days following the
date of notice of the Election Meeting in the case of a special
meeting, a notice to the Secretary of the corporation setting
forth with respect to each proposed nominee: (i) the name, age,
business address and residence address of such nominee; (ii) the
principal occupation or employment of such nominee; (iii) the
number of shares of capital stock of the corporation which are
beneficially owned by such nominee; (iv) a statements that such
nominee is willing to be nominated; and (v) such other
information concerning such nominee as would be required under
the rules of the Securities and Exchange Commission in a proxy
statement soliciting proxies for the election of such nominee.

(4) If the chairman of the Election Meeting determines that
a nomination was not made in accordance with the foregoing
procedures, such nomination shall be void and all votes cast in
favor of election of a person so nominated shall be disregarded.

D. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the rights
of the holders of any series of Preferred Stock then outstanding, any
vacancy occurring on the Board of Directors caused by resignation, removal,
death, disqualification, incapacity, or an increase in the number of
directors shall be filled by a majority vote of directors then in office,
whether or not a quorum. Each director chosen to fill a vacancy shall hold
office until the next election of directors by the shareholders. When the
number of directors is changed, any newly created or eliminated
directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of
any incumbent director.

E. REMOVAL. A director may be removed from office at any time, but
only for cause, if, and only if, removal is approved as set forth in this
Article XI. Except as may be provided otherwise by law, cause for removal
shall exist if, and only if: (1) the director whose removal is proposed has
been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal; (2) such director has
been adjudicated by a court of competent jurisdiction to be liable for
negligence or misconduct in the performance of his duty to the corporation
in a matter of substantial importance to the corporation and such
adjudication is no longer subject to a direct appeal; (3) such director has
become mentally incompetent, whether or not so adjudicated, which mental
incompetency directly affects his ability as a director of the corporation;
(4) the director's actions or failure to act are deemed by the Board of
Directors to be in derogation of the director's duties; or (5) such
director's removal is required or recommended by the Board of Governors of

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the Federal Reserve System or its delegate. Removal for cause, as cause is
defined in (1) or (2) above, must be approved by vote of a majority of the
total number of directors or by vote of the holders of a majority of the
shares of the corporation then entitled to be voted at an Election Meeting.
Removal for cause, as cause is defined in (3), (4), or (5) above, must be
approved by at least seventy-five percent (75%) of the total number of
directors. For purposes of this paragraph, the total number of directors
will not include the director who is the subject of the removal
determination, nor will such director be entitled to vote thereon.

F. AMENDMENT. No amendment of these Articles of Incorporation shall
alter, modify, or repeal any or all of the provisions of this Article XI
unless such amendment is adopted by the affirmative vote of the holders of
not less than seventy-five percent (75%) of the outstanding shares of all
capital stock of the corporation entitled to vote thereon (or such lesser
percentage as shall have voted in favor of this Article XI); provided,
however, that this paragraph (F) shall not apply to, and such seventy-five
percent (75%) of the entire Board of Directors, which shall include the
affirmative vote of at least one (1) director of each class of the Board of
Directors.

ARTICLE XII

A shareholder of the corporation may dissent from any plan of
merger or consolidation to which the corporation is a party or any sale,
lease, exchange or other disposition of all or substantially all of the
assets of the corporation not in the usual or regular course of business as
conducted by the corporation, other than a sale pursuant to an order of a
court having jurisdiction, in the manner, with the rights, and subject to
the requirements applicable to dissenting shareholders has provided in the
Michigan Business Corporation Act (the "Act"), as the same may be amended
from time to time, without regard to the exception to a shareholder's right
to dissent provided in Section 761(1) of the Act; provided, however, that
this Article XII shall not apply to any corporate action that is approved
by (1) an affirmative vote of at least fifty percent (50%) of the entire
Board of Directors, and (ii) an affirmative vote of fifty percent (50%) of
the Continuing Directors. "Continuing Director" means a member of the
Board of Directors who was either (X) first elected or appointed as a
director prior to the date that this Article XII became effective, or (Y)
subsequently elected or appointed as a director if such director was
nominated or appointed by a majority of the then Continuing Directors.

No amendment to these Articles of Incorporation shall alter,
modify, or repeal any or all of the provisions of this Article XII unless
such amendment is adopted by the affirmative vote of the holders of not
less than seventy-five percent (75%) of the outstanding shares of all
capital stock of the corporation entitled to vote thereon (or such lesser
percentage as shall have voted in favor of this Article XII); provided,

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however, that this paragraph shall not apply to, and such seventy-five
percent (75%) vote shall not be required for, any amendment, alteration,
modification, or repeal which has first been approved by (i) an affirmative
vote of at least fifty percent (50%) of the entire Board of Directors, and
(ii) the affirmative vote of fifty percent (50%) of the Continuing
Directors.

ARTICLE XIII

The Board of Directors shall not approve, adopt, or recommend any
proposal of any party other than the corporation to make a tender or
exchange offer for any equity security of the corporation, or to engage in
any Business Reorganization, as defined in this Article XIII, unless and
until it shall have first evaluated the proposal and determined in its
judgment that the proposal would be in substantial compliance with all
applicable laws. In evaluating a proposal to determine whether it would be
in substantial compliance with law, the Board of Directors shall consider
all aspects of the proposal including the manner in which the offer is
proposed to be made, the documents proposed for the communication of the
proposal, and the effects and consequences of the proposal, if consummated,
in light of the laws of the United States of America and affected states.
In connection with this evaluation, the Board may seek and rely upon the
opinion of independent legal counsel, and may test the legality of the
proposed offer in any state, federal, or foreign court, or before any
state, federal, or foreign administrative agency, which may have
jurisdiction. If the Board of Directors determines, in its judgment, that
a proposal would be in substantial compliance with all applicable laws, the
Board of Directors shall then evaluate the proposal and determine whether
the proposal is in the best interests of the corporation and its
shareholders. The Board of Directors shall not approve, adopt, or
recommend any such proposal which, in its judgment, would not be in the
best interests of the corporation and its shareholders.

A. FACTORS. In evaluating a proposed offer to determine whether it
would be in the best interests of the corporation and its shareholders, the
Board of Directors may, in exercising its judgment, consider all factors
which it deems relevant including, without limitation:

(1) The fairness of the consideration to be received by the
corporation and its shareholders under the proposed offer, taking
into account the trading price of the corporation's stock
immediately prior to the announcement of the proposed offer, the
historical trading prices of the corporation's stock, the price
that might be achieved in a negotiated sale of the corporation as
a whole, premiums over the trading price of their securities in
transactions which have been proposed or offered to other
companies in the past in connection with similar offers, and the
future prospects of the corporation;

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(2) The possible social and economic impact of the proposed
offer and its consummation on the corporation and its
subsidiaries and their employees, customers, and depositors;

(3) The possible social and economic impact of the proposed
offer and its consummation on the communities in which the
corporation and its subsidiaries operate or are located;

(4) The business, financial condition, safety, soundness,
and earning prospects of the offering party, including, but not
limited to, debt service and other existing or likely financial
obligations of the offering party;

(5) The competence, experience, and integrity of the
offering party and its management; and

(6) The intentions of the offering party regarding the use
of the assets of the corporation to finance the transaction.

B DEFINITION OF BUSINESS REORGANIZATION. For purposes of this
Article, the term "Business Reorganization" shall mean:

(1) Any merger or consolidation of the corporation with or
into another entity;

(2) Any sale, exchange, lease, mortgage, pledge, transfer,
or other disposition (in a single transaction or a series of
related transactions) of all or substantially all of the assets
of the corporation;

(3) Any liquidation or dissolution of the corporation;

(4) Any reorganization or recapitalization of the
corporation which would result in a change of control of the
corporation; or

(5) Any transactions or series of related transactions
having, directly or indirectly, the same effect as any of the
foregoing; or any agreement, contract or other arrangement
providing for any of the foregoing.

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<PAGE>
EXHIBIT 5.1

OPINION OF WARNER NORCROSS & JUDD LLP

[WARNER NORCROSS & JUDD LLP LETTERHEAD]

June 5, 1998

Old Kent Financial Corporation
111 Lyon Street N.W.
Grand Rapids, Michigan 49503

Ladies and Gentlemen:

We have acted as counsel to Old Kent Financial Corporation, a Michigan
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,500,000 shares of Old
Kent's common stock, par value $1.00 per share (the "Common Stock") as
described in the Registration Statement of Old Kent on Form S-4 (the
"Registration Statement") filed with the Securities and Exchange
Commission.

In rendering this opinion, we have examined and relied upon executed
originals, counterparts, or copies of such documents, records, and
certificates (including certificates of public officials and officers of
Old Kent) as we considered necessary or appropriate for enabling us to
express the opinions set forth herein. In all such examinations, we have
assumed the authenticity and completeness of all documents submitted to us
as originals and the conformity to originals and completeness of all
documents submitted to us as photostatic, conformed, or certified copies.

Based on the foregoing, we are of the opinion that the Common Stock,
when issued and delivered against receipt by Old Kent of the agreed
consideration therefor, will be validly issued, fully paid, and
nonassessable, provided that each Business Acquisition (as defined in the
Registration Statement) and the related issuance of Common Stock is duly
authorized by the Board of Directors of Old Kent, or a duly authorized
committee thereof, for consideration determined by the Board of Directors
of Old Kent, or committee thereof, to be adequate.

This opinion may be filed as an exhibit to the Registration Statement.
We also consent to the reference to this firm as having passed on the
validity of such shares of Common Stock under the caption "Legal Matters"
in the prospectus that constitutes a part of the Registration Statement.

Very truly yours,

Gordon R. Lewis, a Partner

<PAGE>
EXHIBIT 23

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 14, 1998, included in Old Kent Financial Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this Registration Statement.

/s/ Arthur Andersen LLP
Chicago, Illinois,
June 3, 1998

<PAGE>
EXHIBIT 24

LIMITED POWER OF ATTORNEY
(ACQUISITION PROGRAM)

The undersigned, in his or her capacity as a director or officer, or both,
hereby appoints DAVID J. WAGNER, WILLIAM L. SANDERS, ALBERT T. POTAS, and
MARY TUUK, and any of them individually, his or her attorney-in-fact with
full power of substitution:

1. To sign for him or her, in his or her name and in his or her
capacity as an officer or director, or both, of Old Kent Financial
Corporation (the "Company"), a Registration Statement and any amendments
and post-effective amendments thereto (collectively, the "Registration
Statement"), for the registration under the Securities Act of 1933, as
amended (the "Act"), of up to 2,500,000 shares of common stock, $1.00 par
value, of the Company (the "Common Shares") to be offered, issued and
delivered on a delayed basis in future acquisition transactions that may be
authorized by the Board of Directors of the Company or the Acquisition
Committee thereof;

2. To file any such Registration Statement with the Securities and
Exchange Commission;