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March 1, 1999
Dear Fellow Employee:
The 1999 Old Kent Financial Corporation Proxy material contains two new Old
Kent stock plans that will be presented for shareholder approval at the
1999 Annual Meeting of Shareholders in April. I wanted to give you an idea
of Management's thinking regarding these two plans, and in addition, if you
are a current Old Kent shareholder, ENCOURAGE YOU TO VOTE YOUR SHARES IN
FAVOR OF THESE TWO PLANS.
OLD KENT STOCK INCENTIVE PLAN FOR 1999:
This new plan has been designed so the company has the greatest degree of
latitude when considering future participants in various stock award
programs. In the future, we intend to broaden eligibility for
participation in stock award programs, although we have no current plans to
grant stock awards to all employees. However, a broad plan of this nature
will allow management the flexibility to periodically review the use of
stock awards as a form of employee compensation as we continue to develop
our philosophy of pay for performance and increase our emphasis on the
value of employee ownership of Old Kent. The plan is designed to encourage
and reward individuals as they build their careers at Old Kent Financial
Corporation.
EMPLOYEE STOCK PURCHASE PLAN (ESPP):
The ownership of Old Kent stock provides an important connection to your
company and is an excellent way to share in the financial success of the
organization. As you know, the Old Kent Thrift Plan offers an opportunity
to become a shareholder with the additional benefits of tax deferral and
the company match of 50 cents for every dollar invested up to 6% of pay.
Approval by shareholders of our new Employee Stock Purchase Plan will add
ANOTHER significant opportunity to become a shareholder at a preferential
purchase price. This new plan will allow employees to purchase Old Kent
stock, through payroll deduction, at a 15% DISCOUNT from the market price.
Participants will also avoid brokerage costs, as under our current plan.
If this new plan is approved, open enrollment will begin in May. Until
then, the terms of the existing stock purchase plan will remain in place.
If you are a current plan participant, your existing contribution rate will
remain in place until the last payroll in May (of course, you may cancel
contributions at any time). If you are not a current plan participant, you
may enroll in the new plan in May. I am very enthusiastic about this new
plan, and we will be communicating more details about this program
following the annual meeting in April.
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We look forward to the successful passage of these plans, as part of our
overall strategy to both pay for performance and develop more ways for our
employees to financially share in the future success of Old Kent.
Sincerely,
/s/ David J. Wagner
David J. Wagner
